Rego Interactive Co., Ltd - Proxy Solicitation & Information Statement 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Group Company Limited , you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Tianjin Capital Environmental Protection Group Company Limited.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

(1) EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES OF 2020; (2) EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATION TO THE BOARD AND ITS AUTHORIZED REPRESENTATIVE(S) TO HANDLE ALL MATTERS RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES AT

THE GENERAL MEETING OF THE COMPANY;

(3) NOTICE OF THE 2021 SECOND EGM; AND

(4) NOTICE OF THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 7 to 16 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on page 17 of this circular. A letter from Gram Capital, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 26 of this circular.

The 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting are to be convened and held at 2:00 p.m. and 3:00 p.m. (or immediately after the A Shareholders’ Class Meeting) respectively on 15 October 2021 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, PRC, and the notice of the 2021 Second EGM is set out on pages EGM-1 to EGM-5 of this circular and the notice of the 2021 First H Shareholders’ Class Meeting is set out on pages HCM-1 to HCM-2 of this circular. Whether or not you intend to attend the meetings, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s H share registrar and transfer office, Hong Kong Registrars Limited, address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the meetings or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the meetings or any adjournment thereof should you so wish.

27 September 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	17
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX I – DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE
OF A SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF THE 2021 SECOND EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1
NOTICE OF THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING. . . . . .	HCM-1

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

“A Share(s)”

the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange;

“A Shareholder(s)”

holder(s) of the A Shares;

“Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement”
the agreement dated 30 March 2021 entered into between the Subscriber 1, Subscriber 2 and the Company in relation to the termination of part of the terms of the Strategic Investor Subscription Agreement, pursuant to which (among others) the Subscriber 2 agreed to voluntarily give up its subscription for the shares pursuant to the Non-Public Issuance of A Shares of the Company, the details of which are set out in the Adjustment Announcement dated 30 March 2021 of the Company;
“Articles of Association”

the articles of association of the Company, as amended, supplemented or otherwise modified from time to time;

“associate(s)”
has the meaning as ascribed to it under the Listing Rules;
“Board” the board of Directors of the Company;
“Company”
Tianjin Capital Environmental Protection Group Company Limited, a joint stock limited company established in the PRC whose A Shares and H Shares are listed on the Shanghai Stock Exchange and the Stock Exchange respectively;
“connected person” has the same meaning as ascribed to it under the Listing Rules;
“controlling shareholder” has the same meaning as ascribed to it under the Listing Rules;
“CSRC” the China Securities Regulatory Commission;
“Director(s)” the director(s) of the Company, including the independent non-executive director(s);

– 1 –

DEFINITIONS

“2021 First A Shareholders’ Class Meeting”
the 2021 first A Shareholders’ class meeting of the Company to be convened and held at 2:30 p.m. on 15 October 2021 for the A Shareholders for the purposes of, among other things, seeking approval from the A Shareholders in respect of the extension of the validity period of the resolution relating to the Non-Public Issuance of A shares of 2020;
“2021 First Class Meetings”
collectively, the 2021 First A Shareholders’ Class Meeting and the 2021 First H Shareholders’ Class Meeting;
“2021 First H Shareholders’ Class Meeting”
the 2021 First H Shareholders’ Class Meeting of the Company to be convened and held at 3:00 p.m. (or immediately after the A Shareholders’ Class Meeting) on 15 October 2021 for the H Shareholders for the purposes of, among other things, seeking approval from the H Shareholders in respect of extension of the validity period of the resolution relating to the Non-Public Issuance of A Shares of 2020;
“H Share(s)”
the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the Stock Exchange;
“H Shareholder(s)” holder(s) of the H Shares;
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC;
“Independent Board Committee”
the independent board committee of the Company comprising Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei, being all the independent non-executive Directors of the Company, which is formed to advise the Independent Shareholders on the Extension Resolutions in accordance with the Listing Rules;
“Independent Financial Adviser” or “Gram Capital”
Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance and the independent financial adviser appointed in accordance with Listing Rules to the Independent Board Committee and the Independent Shareholders on the Extension Resolutions;

– 2 –

DEFINITIONS

“Independent Shareholders”
“Issue Price”
“Latest Practicable Date”
“Listing Rules”
“PRC”
“Previous Class Meetings”
“Previous EGM”
“Price Determination Date”
Shareholders other than TMICL, Tianjin Investment Group, its associates and the persons who have material interest in the Adjusted Non-public Issuance of A Shares, proposed TMICL Subscription and/or Specific Mandate;
the issue price of RMB5.56 per A Share under the Non-public Issuance of A Shares;
23 September 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
the Rules Governing the Listing of Securities on the Stock Exchange;

the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

collectively, the previous class meeting of the A Shareholders and the previous class meeting of the H Shareholders held on 7 September 2020 to approve, among other things, (1) the proposed Non-public Issuance of A Shares; (2) the connected transaction in relation to the Proposed TMICL Subscription; (3) the Proposed Introduction of the Strategic Investor Subscription; and (4) the Specific Mandate;

the previous extraordinary general meeting of the Company held on 7 September 2020 to approve, among other things, (1) the proposed Non-public Issuance of A Shares; (2) the connected transaction in relation to the Proposed TMICL Subscription; (3) the Proposed Introduction of the Strategic Investor Subscription; and (4) the Specific Mandate;

14 July 2020, being the announcement date of the resolution of the 32nd meeting of the eighth Board of Directors of the Company that approved the Non-Public Issuance of A Shares;

– 3 –

DEFINITIONS

“Proposed Introduction of the Strategic Investor Subscription”
“Proposed TMICL Subscription”
“RMB”
“2021 Second EGM”
“Share(s)”
“Shareholder(s)”
“Shareholders’ Resolutions”
“Specific Mandate”
“Stock Exchange”
the respective subscription of A shares by Yangtze Ecology and Three Gorges Capital pursuant to the Strategic Investor Subscription Agreement, as part of the proposed Non-public Issuance of A Shares;
the subscription of A Shares by TMICL according to the TMICL Subscription Agreement, as part of the proposed Non-public Issuance of A Shares;
Renminbi, the lawful currency of the PRC;
the 2021 second EGM of the Company to be convened and held at 2:00 p.m. on 15 October 2021 for the Shareholders for the purposes of, among other things, seeking approval from the Shareholders in respect of (1) extension of the validity period of the resolution relating to the Non-Public Issuance of A Shares of 2020; and (2) the extension of the validity period of the authorization to the board and its authorized representative(s) to handle the matters relating to the Non-Public Issuance of A shares;
ordinary share(s) of nominal value of RMB1.00 each in the existing share capital of the Company;
the holder(s) of the Shares;
the resolutions regarding the Proposed Non-public Issuance of A Shares passed at the Previous EGM and the Previous Class Meetings;
according to Rule 13.36 of the Listing Rules (as amended by Chapter 19A of the Listing Rules), the specific mandate to be granted by the Independent Shareholders at the Previous EGM and the Previous Class Meetings to the Directors to issue A Shares under the Non-public Issuance of A Shares;

The Stock Exchange of Hong Kong Limited;

– 4 –

DEFINITIONS

“Strategic Investor Subscription Agreement”
“Subscription Price”
“substantial shareholder(s)”
“Supplemental Agreement to the Strategic Investor Subscription Agreement”
“Three Gorges Capital” or “Subscriber 2”
“Three Gorges Corporation”
the conditional subscription agreement entered into by Subscriber 1, Subscriber 2 and the Company on 13 July 2020, pursuant to which, Subscriber 1, Subscriber 2 and the Company agreed on certain strategic cooperation matters; Subscriber 1 agreed to subscribe for a contribution of RMB1.0 billion, and the Company agreed to issue 179,856,115 new A Shares at the Subscription Price to Subscriber 1; and Subscriber 2 agreed to subscribe for a contribution of RMB0.6 billion, and the Company agreed to issue 107,913,669 new A Shares at the Subscription Price to Subscriber 2;
subscription price of RMB5.56 per A Share under the TMICL Subscription Agreement and/or the Strategic Investor Subscription Agreement (as the case may be);
has the same meaning as ascribed to it under the Listing Rules;
the supplemental agreement to the Strategic Investor Subscription Agreement dated 30 March 2021 entered into between the Subscriber 1 and the Company, pursuant to which (among others) the terms relating to the strategic cooperation under the Strategic Investor Subscription Agreement shall be amended and supplemented, the details of which are set out in the Adjustment Announcement dated 30 March 2021 of the Company; Three Gorges Capital Holdings Co., Ltd.* (三峽資本控股有限責任公司), a company incorporated in the PRC with limited liability, and is owned as to 70% by Three Gorges Corporation as at the Latest Practicable Date;

China Three Gorges Corporation (中國長江三峽集團有限公司), a limited liability company incorporated in PRC and is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員會) as at the Latest Practicable Date;

– 5 –

DEFINITIONS

“Tianjin Investment Group”
“TMICL”
“TMICL Subscription Agreement”
“Trading Day(s)”
“Yangtze Ecology” or “Subscriber 1”

“%”

Tianjin City Infrastructure Construction and Investment Group Company Limited* (天津城市基礎設施建設投資集團有限公司), the ultimate controlling shareholder of the Company and the sole shareholder of TMICL, holding 100% of the shares of TMICL as at the Latest Practicable Date;
Tianjin Municipal Investment Company Limited* (天津市政投資有限公司), the controlling shareholder of the Company, holding approximately 50.14% equity interest in the Company as at the Latest Practicable Date;
the conditional subscription agreement entered into between TMICL and the Company on 13 July 2020, pursuant to which TMICL agreed to subscribe for a contribution of RMB0.2 billion, and the Company agreed to issue 35,971,223 new A shares at the Subscription Price;
a day on which Shanghai Stock Exchange is open for dealing or trading in securities;
Yangtze Ecological Environmental Protection Group. Co., Ltd.* (長江生態環保集團有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of Three Gorges Corporation as at the Latest Practicable Date; and
percent

– 6 –

LETTER FROM THE BOARD

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

Executive Directors:

Mr. Liu Yujun (Chairman) Ms. Wang Jing Mr. Niu Bo

Non-executive Directors: Mr. Gu Wenhui Mr. Si Xiaolong

Registered address: 12/F, TCEP Building, No. 76 Weijin South Road, Nankai District, Tianjin the PRC Postal code: 300381

Independent non-executive Directors:

Mr. Di Xiaofeng Mr. Guo Yongqing Mr. Wang Xiangfei

27 September 2021

To the Shareholders:

(4) NOTICE OF THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

I. INTRODUCTION

Reference is made to the announcement dated 13 July 2020 and the overseas regulatory announcements of the Company, the circular dated 21 August 2020 (the “ Circular ”), the announcement dated 7 September 2020 on the resolutions adopted at the 2020 first extraordinary general meeting, the 2020 first H Shareholders’ Class Meeting and the 2020 first A Shareholders’ Class Meeting, the announcements dated 28 August 2020, 29 September 2020 and 30 October 2020, the overseas regulatory announcements dated 17 November 2020 and 28 January 2021, the inside information announcements dated 28 January 2021 and dated 30

– 7 –

LETTER FROM THE BOARD

March 2021 (the “ Adjustment Announcement ”), the announcement (the “ Further Adjustment Announcement ”) dated 2 July 2021 and the announcement dated 3 September 2021 (the “ Extension Announcement ”) on the (1) extension of the validity period of the resolution in relation to the 2020 Non-Public Issuance of A Shares; and (2) extension of the validity period of the authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-Public Issuance of A Shares at the general meeting of shareholders of the Company. Unless otherwise indicated, capitalised terms used in this circular shall have the same meanings as those defined in the Circular.

The purpose of this circular is to provide you with details of the aforementioned matters.

II. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RELATION TO THE NON-PUBLIC ISSUANCE OF A SHARES OF 2020 AND PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED TO THE BOARD AND ITS AUTHORIZED REPRESENTATIVES(S) TO HANDLE ALL THE MATTERS RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES

The resolutions in relation to the Non-public Issuance of A Shares were considered and approved at the 32nd meeting of the eighth session of the Board held on 13 July 2020, and were considered and approved by the Independent Shareholders at the Previous EGM and the Previous Class Meetings held on 7 September 2020 to approve, among other things, (1) the proposed Non-public Issuance of A Shares; (2) connected transaction in relation to the Proposed TMICL Subscription; (3) the Proposed Introduction of the Strategic Investor Subscription; and (4) the Specific Mandate. As disclosed in the Circular:

(i) The Company proposed to issue 323,741,007 A Shares (inclusive) at the Issue Price to three specific target investors (i.e. TMICL, Yangtze Ecology and Three Gorges Capital), and it is expected that the gross proceeds to be raised from the Non-public Issuance of A Shares would not exceed RMB1.8 billion (inclusive) (“ the NonPublic Issuance of A Shares ”);
(ii) The resolution in relation to the Shareholders’ Resolution shall be valid for 12 months from the date of approvals at the Previous EGM and the Previous class meetings held on 7 September 2020; and
(iii) The authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares (the “ Authorization ”) shall be valid for 12 months from the date of approval at the Previous EGM held on 7 September 2020.

– 8 –

LETTER FROM THE BOARD

Under the Authorization, the Company held the 47th meeting of the eighth session of the Board on 30 March 2021 to consider and approve the relevant resolutions in relation to the adjustments to the Plan of the Proposed Non-public Issuance of A Shares and the adjustments to the Proposed Introduction of the Strategic Investor Subscription. According to the relevant resolutions above, Three Gorges Capital will no longer participate in the Non-public Issuance of A Shares, and Yangtze Ecology and TMICL will continue to participate in the Non-public Issuance of A Shares, and the gross proceeds to be raised from the Non-public Issuance of A Shares is adjusted to a total amount of up to RMB1.2 billion (the “ First Adjustment ”). As disclosed in the Circular, the Issue Price and the number of Shares to be issued under the Non-public Issuance of A Shares shall be adjusted accordingly in the event of ex-rights or ex-dividends matters such as distribution of dividend, bonus issuance and conversion of capital reserve into Share capital of the Company during the period from the Price Determination Date to the date of the issuance. As the implementation of the 2020 Equity Distribution of the Company has been completed, the issue price and quantity of A Shares under the Non-public Issuance of A Shares has to be adjusted (the “ Second Adjustment ”, together with the First Adjustment, the “ Adjustments ”) as follows: the issue price of the Non-public Issuance of A Shares is adjusted from RMB5.56 per share to RMB5.44 per share; and the number of shares to be issued under the Non-public Issuance of A Shares is adjusted from no more than 215,827,338 shares to not more than 220,588,234 shares, among which 183,823,529 A Shares would be issued to Yangtze Ecology and 36,764,705 A Shares would be issued to TMICL (the “ Adjusted Non-public Issuance of A Shares ”). The completion of the Strategic Investor Subscription Agreement (as revised and supplemented by the Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement and the Supplemental Agreement to the Strategic Investor Subscription Agreement) and the TMICL Subscription Agreement is not inter-conditional on each other. For details of the aforesaid Adjustments, please refer to the Adjustment Announcement and the Further Adjustment Announcement of the Company.

2. Extension Resolutions

Given that the validity period of the Shareholders’ Resolutions and the Authorization expires on 7 September 2021, in order to ensure the successful implementation of the Adjusted Non-public Issuance of A Shares, the Board shall:

(i) convene the 2021 Second EGM, the 2021 First A Shareholders’ Class Meeting and the 2021 First H Shareholders’ Class Meeting for the Independent Shareholders to consider, and if thought fit, approve the special resolution in relation to the extension of the validity period of the resolution in relation to the Non-public Issuance of A Shares of 2020 by 12 months (i.e. from 7 September 2021 to 7 September 2022); and
(ii) seek the consideration, and if thought fit, approval from the Independent Shareholders on the special resolution in relation to the extension of the validity period of the authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares at the 2021 Second EGM
((i) and (ii) are collectively referred to as the “ Extension Resolutions ”).

– 9 –

LETTER FROM THE BOARD

The Board confirms that, save as disclosed in the Adjustment Announcement and the Further Adjustment Announcement (including but not limited to the aforesaid Adjustments) and in this circular, all other terms and matters related to (1) the Non-public Issuance of A Shares; (2) the connected transaction in relation to the Proposed TMICL subscription; and (3) the Proposed Introduction of the Strategic Investor Subscription approved by the Shareholders at the Previous EGM and the Previous Class Meetings remain unchanged and are in full force. For details of the Adjusted Non-public Issuance of A Shares, please refer to Appendix I.

3. Reasons for the Extension Resolutions

For the application of Non-Public Issuance of A Shares, although the CSRC accepted the application for the Non-public Issuance of A Shares on 29 September 2020, as at the Latest Practicable Date, the application of the Non-public Issuance of A Shares is still under review by CSRC, the Company has not received the approval of the CSRC (the “ Approval ”), which is an unfulfilled condition precedent to the Non-public Issuance of A Shares, and the Approval cannot be obtained from the CSRC before the expiry of the validity period of the Shareholders’ Resolutions and the Authorization. In addition, after the Company obtains the approval from the CSRC, it is expected that it will take time for Company to deal with the administrative matters concerning the implementation of the Adjusted Non-public Issuance of A Shares. The Company considers that since the extension of the Adjusted Non-public Issuance of A Shares will not affect the current situation of the Company and its Shareholders, the Shareholders will not have to bear additional risks and uncertainties in relation to the extension of the validity period. If the CSRC approves the Adjusted Non-public Issuance of A Shares after the extension of the validity period of the resolution on the Adjusted Non-public Issuance of A Shares and that of the authorization of the Board, the Company will raise funds through the Non-public Issuance of A Shares to repay the interest-bearing liabilities and supplement working capital. On one hand, it is beneficial for reducing the asset-liability ratio, optimizing the capital structure and reducing the debt repayment risk. On the other hand, it is conducive to further expanding the Company’s financial strength, improving its anti-risk ability, financial security level and financial flexibility, and supporting its stable and rapid development. Based on the above reasons, the Directors are of the view that an extension of the validity period of the Shareholders’ Resolutions and the Authorization by 12 months from 7 September 2021 to 7 September 2022 is in the best interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

III. EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the total issued Share capital of the Company is 1,427,228,430 Shares, which comprise 1,087,228,430 A shares and 340,000,000 H shares.

The shareholding structure of the Company (a) as at the Latest Practicable Date; and (b) immediately after the completion of the Adjusted Non-public Issuance of A Shares (assuming that (i) a total of 220,588,234 new A Shares will be issued to TMICL and Yangtze Ecology under the Adjusted Non-public Issuance of A Shares, and (ii) there are no other changes to the shareholding structure of the Company since the date of the Latest Practicable Date save for the issuance and allotment of A Shares pursuant to the Adjusted Non-public issuance of A Shares), is set out below:

Shareholders A Shares – TMICL – New A Shareholder under the Adjusted Non-Public Issuance of A Shares: Yangtze Ecology – Other A Shareholders H Shares Public H Shareholders (Note 1) Total issued Shares	As at the Latest Practicable Date Number of shares Approximate percentage of the total issued Shares (%) 715,565,186 50.14 – – 371,663,244 26.04 340,000,000 23.82 1,427,228,430 100	Immediately after the completion of the Adjusted Non-public Issuance of A Shares Number of shares Approximate percentage of the total issued Shares (%) 752,329,891 45.66 183,823,529 11.16 371,663,244 22.55 340,000,000 20.63 1,647,816,664 100	Immediately after the completion of the Adjusted Non-public Issuance of A Shares Number of shares Approximate percentage of the total issued Shares (%) 752,329,891 45.66 183,823,529 11.16 371,663,244 22.55 340,000,000 20.63 1,647,816,664 100
			20.63
			100

Note 1: Based on the number of A Shares and H Shares held by public Shareholders, the Company will be able to continue to comply with the public float requirements of the Listing Rules upon issuance of A Shares pursuant to the Adjusted Non-Public Issuance of A Shares.

Set out below is the shareholding structure of the Company (a) immediately after the completion of the Strategic Investor Subscription Agreement (as amended by the above Adjustments) (assuming that (i) 183,823,529 new A Shares will be issued to Yangtze Ecology; (ii) the TMICL Subscription Agreement (as amended by the above Adjustments) is not completed and/or does not take effect; and (iii) there are no other changes to the shareholding structure of the Company since the date of the Latest Practicable Date save for the issuance and allotment of 183,823,529 new A Shares to Yangtze Ecology pursuant to the Strategic Investor Subscription Agreement (as amended by the above Adjustments)); and (b) immediately after the completion of the TMICL Subscription Agreement (as amended by the above Adjustments)

– 11 –

LETTER FROM THE BOARD

(assuming that (i) a total of 36,764,705 new A Shares will be issued to TMICL; (ii) the Strategic Investor Subscription Agreement is not completed and/or does not take effect; and (iii) there are no other changes to the shareholding structure of the Company since the date of the Latest Practicable Date save for the issuance and allotment of 36,764,705 new A Shares to TMICL pursuant to the TMICL Subscription Agreement (as amended by the above Adjustments)):

Shareholder A Share – TMICL – New A Shares under the Adjusted Non-Public Issuance of A Shares: Yangtze Ecology – Other A Shareholders H Share Public H Shareholders (Note 2) Total issued Shares	Immediately after the completion of the Strategic Investor Subscription Agreement (as amended by the above Adjustments) but the TMICL Subscription Agreement is not completed Number of shares Approximate percentage of the total issued Shares (%) 715,565,186 44.42 183,823,529 11.41 371,663,244 23.07 340,000,000 21.1 1,611,051,959 100	Immediately after the completion of the TMICL Subscription Agreement (as amended by the above Adjustments) but the Strategic Investor Subscription Agreement is not completed Number of shares Approximate percentage of the total issued Shares (%) 752,329,891 51.39 – – 371,663,244 25.39 340,000,000 23.22 1,463,993,135 100	Immediately after the completion of the TMICL Subscription Agreement (as amended by the above Adjustments) but the Strategic Investor Subscription Agreement is not completed Number of shares Approximate percentage of the total issued Shares (%) 752,329,891 51.39 – – 371,663,244 25.39 340,000,000 23.22 1,463,993,135 100
			23.22
			100

Note 2: Based on the number of A Shares and H Shares held by public Shareholders, the Company will be able to continue to comply with the public float requirements of the Listing Rules upon issuance of A Shares pursuant to the proposed adjusted Non-public Issuance of A Shares.

– 12 –

LETTER FROM THE BOARD

IV. Information of the Parties of the Adjusted Non-Public Issuance of A Shares

Company

The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of sewage water, tap water and other water treatment facilities; design, construction, management, building and operation management of municipal infrastructural facilities; licensed operation, technological consultation and auxiliary services of the Southeastern Half Ring Urban Road of the Middle Ring of Tianjin City; development and operation of environmental protection technologies and environmental protection products and equipment; leasing of self-owned housing, etc.

TMICL

TMICL is the controlling shareholder of the Company. As at the Latest Practicable Date, it directly holds approximately 50.14% of the Company’s total issued share capital. TMICL is mainly engaged in the investment, operation and management of commerce, service industry, real estate industry, urban infrastructure, highway facilities and supporting facilities with its own funds; property management; self-owned housing; enterprise management consulting. As at the Latest Practicable Date, TMICL is wholly owned by Tianjin Investment Group, which is principally engaged in investment in development and reconstruction of seas and rivers, construction, operation and management of urban environmental infrastructure and auxiliary projects. As at the Latest Practicable Date, the ultimate beneficial owner of Tianjin Investment Group is the State-owned Assets Supervision and Administration Commission of Tianjin Municipal People’s Government* (天津市人民政府國有資產監督管理委員會).

Yangtze Ecology

Yangtze Ecology is principally engaged in planning, design, investment, construction, operation, technology R&D, products and services associated with ecology, environmental protection, energy conservation and clean energy by leveraging the Yangtze river economic belt, including raw water, water conservation, water supply and drainage, urban sewage comprehensive treatment, sludge disposal, sewage outfall improvement, reclaimed water utilization, pipe network engineering, installation and maintenance of equipment and facilities as well as industrial wastewater treatment, solid waste disposal, hazardous waste disposal, ships pollutants disposal, rural non-point pollution control, and soil remediation. As at the Latest Practicable Date, Yangtze Ecology is directly wholly owned by Three Gorges Corporation, which is principally engaged in hydropower project construction and management, power production, and related professional technical services, and is ultimately wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council* (國務院國有資產監督管理委員會).

– 13 –

LETTER FROM THE BOARD

V. Implications under the Listing Rules

As at the Latest Practicable Date, TMICL directly holds 715,565,186 A Shares of the Company, representing approximately 50.14% of the Company’s total issued Share capital. As such, TMICL is the controlling shareholder of the Company, and is therefore a connected person of the Company. The Proposed TMICL Subscription under the Adjusted Non-public Issuance of A Shares as contemplated under the Extension Resolutions constitutes a connected transaction of the Company, and the Company is therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Liu Yujun, an executive Director of the Company and Mr. Gu Wenhui and Mr. Si Xiaolong, non-executive Directors of the Company, are connected to Tianjin Investment Group and TMICL and are deemed to be unable to independently advise the Board on the matters relating to the Extension Resolutions. Therefore, they have abstained from voting on the matters relating to the Extension Resolutions at the relevant Board meeting. Save as aforesaid, no other Directors have material interests in the Extension Resolutions, and therefore no other Directors have abstained from voting on the relevant Board resolutions.

VI. Independent Board Committee and Independent Financial Adviser

An independent board committee (comprising all independent non-executive Directors) has been established in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Extension Resolutions.

The Company has appointed, and the Independent Board Committee has approved the appointment of, Gram Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Extension Resolutions at the 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting.

VII. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company’s H Shares will be closed from 12 October 2021 to 15 October 2021, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged by the holders of H Shares for registration with the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 11 October 2021. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 11 October 2021 or his/her proxy may attend the 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting by bringing his/her own identity card or passport.

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LETTER FROM THE BOARD

VIII. 2021 SECOND EGM AND THE 2021 FIRST CLASS MEETINGS

The 2021 Second EGM and the 2021 First Class Meetings will be held to consider and approve as appropriate (among other things) the Extension Resolutions.

The 2021 Second EGM will be held at 2:00 p.m. on 15 October 2021 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the 2021 Second EGM is set out on pages EGM-1 to EGM-5 of this Circular. At the 2021 Second EGM, voting of the Shareholders will be conducted by way of poll.

The 2021 First H Shareholders’ Class Meeting will be held at 3:00 p.m. (or immediately after the A Shareholders’ Class Meeting) on 15 October 2021 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the 2021 First H Shareholders’ Class Meeting is set out on pages HCM-1 to HCM-2 to this Circular. At the 2021 First H Shareholders’ Class Meeting, voting of the H Shareholders will be conducted by way of poll.

Whether or not you intend to attend the meetings, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or the Company’s principal office at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding the meetings or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the meetings or any adjournment thereof should you so wish.

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting of the Company shall be taken by poll unless the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Announcement of the poll results will be made by the Company after the 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As at the Latest Practicable Date, TMICL directly holds 715,565,186 A Shares of the Company, representing approximately 50.14% of the Company’s total issued Share capital. TMICL has a material interest in the Adjusted Non-Public Issuance of A Shares and the Proposed TMICL Subscription. Therefore, according to the Listing Rules, TMICL shall abstain from voting on the resolutions in relation to the Extension Resolutions to be proposed at the 2021 Second EGM and the 2021 First Shareholders’ Class Meeting. Save as aforesaid, to the best of the Directors’ knowledge, information and belief after making all reasonable enquiries,

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LETTER FROM THE BOARD

no other Shareholders have a material interest in the Adjusted Non-public Issuance of A Shares and the Proposed TMICL Subscription. Therefore, no other Shareholders are required to abstain from voting on the Extension Resolutions at the 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting.

IX. RECOMMENDATIONS

The Directors (including the independent non-executive Directors) consider that (i) the terms of the Extension Resolutions are on normal commercial terms and are fair and reasonable; and (ii) although the Extension Resolutions are not conducted in the ordinary and usual course of the business of the Group, the Extension Resolutions are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends the Shareholders to vote in favour of the resolution(s) to be proposed at the 2021 Second EGM and 2021 First H Shareholders’ Class Meeting to approve the Extension Resolutions.

X. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

XI. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

By order of the Board of TIANJIN CAPITAL ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED Liu Yujun

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

To the Independent Shareholders

Dear Sir or Madam,

27 September 2021

(1) EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RELATION TO THE NON-PUBLIC ISSUANCE OF A SHARES OF 2020; AND (2) EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATION GRANTED TO THE BOARD AND ITS AUTHORIZED REPRESENTATIVE(S) TO HANDLE ALL MATTERS RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES AT THE GENERAL MEETING OF THE COMPANY

We refer to the circular of the Company dated 27 September 2020 (this “ Circular ”), of which this letter forms part. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in this circular.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the fairness and reasonableness of the Extension Resolutions, and recommend whether or not the Independent Shareholders should vote in favour of Extension Resolutions. Gram Capital Limited has been appointed as the Independent Financial Adviser with our approval to advise the Independent Board Committee and the Independent Shareholders in this regard.

We wish to draw your attention to the “Letter from the Board” set out on pages 7 to 16 of the circular, the “Letter from Gram Capital” set out on pages 18 to 26 of this circular and the additional information set out in the appendices of this circular.

Having taken into account, among other things, the principal factors and reasons considered by, and the advice of, Gram Capital as set out in the “Letter from Gram Capital” in this circular, we are of the view that the terms of the Extension Resolutions are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and although the Extension Resolutions are not conducted in the ordinary and usual course of the business of the Group, the Extension Resolutions are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favor of the relevant resolutions set out in the notices of the 2021 Second EGM and the 2021 First H Shareholders’ Class Meeting to approve the Extension Resolutions.

Yours faithfully,

For and on behalf of the Independent Board Committee Mr. Guo Yongqing, Mr. Wang Xiangfei and Mr. Di Xiaofeng

Independent non-executive Directors

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LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Extension Resolutions for the purpose of inclusion in this circular.

Room 1209, 12/F. Nan Fung Tower 88 Connaught Road Central/ 173 Des Voeux Road Central Hong Kong

27 September 2021

To: The independent board committee and the independent shareholders of Tianjin Capital Environmental Protection Group Company Limited

Dear Sir/Madam,

PROPOSED EXTENSION OF THE VALIDITY OF THE RESOLUTIONS IN RESPECT OF THE NON-PUBLIC ISSUE OF A SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Extension Resolutions, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 27 September 2021 issued by the Company to the Shareholders (the “ 2021 Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the 2021 Circular unless the context requires otherwise.

On 13 July 2020, the Board approved the proposed issuance of 323,741,007 new A Shares (inclusive) at the Issue Price to three specific target investors (including TMICL, which is a connected person). It was expected that the gross proceeds to be raised from the Non-public Issuance of A Shares will not exceed RMB1.8 billion (inclusive). The proposed issuance (including subscription by TMICL) was considered and approved by the then Independent Shareholders at the extraordinary general meeting and the class meetings held on 7 September 2020. On 30 March 2021, the Board considered and approved the relevant resolutions in relation to the adjustments to the proposed Non-public Issuance of A Shares, pursuant to which one of the specific target investor (which is an independent third party) will no longer subscribe for the shares to be issued under the Non-public Issuance of A Shares, and the gross proceed to be raised from the Non-public Issuance of A Shares was adjusted to not more than RMB1.2 billion (inclusive).

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LETTER FROM GRAM CAPITAL

Given that the validity period of the Shareholders’ Resolutions and the Authorization expired on 7 September 2021, in order to ensure the successful implementation of the Non-public Insurance of A Shares, the Board proposed to (i) extend the validity period of resolution in relation to the Non-public Issue of A Shares by 12 months (i.e. from 7 September 2021 to 7 September 2022); and (ii) extend the validity period of the authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares.

TMICL, being one of the subscribers, is the controlling Shareholder as at the Latest Practicable Date. Therefore, TMICL is a connected person of the Company and the Extension Resolutions are subject to the reporting, announcement, and the independent shareholders’ approval requirements pursuant to the Listing Rules. In this connection, the Company will seek the Independent Shareholders’ approval for the Extension Resolutions at the 2021 Second EGM and the 2021 First H Shareholders’ Class Meetings.

The Independent Board Committee comprising Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei (all being independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether the terms of the Extension Resolutions are on normal commercial terms and are fair and reasonable; (ii) whether the Extension Resolutions are in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Group; and (iii) how the Independent Shareholders should vote in respect of the resolution(s) to approve the Extension Resolutions at the 2021 Second EGM and the 2021 First H Shareholders’ Class Meetings. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

INDEPENDENCE

Gram Capital was engaged as the independent financial adviser in respect of the subscription of A Shares by TMICL pursuant to the Non-public Issuance of A Shares (details of which are set out in the Company’s circular dated 21 August 2020 (the “ 2020 Circular ”)). Save for the aforesaid engagement, there was no other service provided by Gram Capital to the Company during the past two years immediately preceding the Latest Practicable Date.

Notwithstanding the aforesaid past engagement, as at the Latest Practicable Date, we were not aware of any relationships or interests between Gram Capital and the Company or any other parties that could be reasonably regarded as hindrance to Gram Capital’s independence to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Extension Resolutions.

Besides, apart from the advisory fee and expenses payable to us in connection with this engagement as the Independent Financial Adviser, there was no arrangement whereby we shall be entitled to receive any other fees or benefits from the Company.

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LETTER FROM GRAM CAPITAL

Having considered the above, in particular (i) none of the circumstances as set out under the Rule 13.84 of the Listing Rules existed as at the Latest Practicable Date; and (ii) the aforesaid past engagement was only independent financial adviser engagement and will not affect our independence to act as the Independent Financial Adviser, we are of the view that we are independent to act as the Independent Financial Adviser.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the 2021 Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the 2021 Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the 2021 Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Extension Resolutions. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The 2021 Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the 2021 Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement as contained therein or the 2021 Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the 2021 Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, TMICL or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Extension Resolutions. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this

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LETTER FROM GRAM CAPITAL

opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Extension Resolutions, we have taken into consideration the following principal factors and reasons:

(1) Background and reasons for the Extension Resolutions

Information of the Group

The Company is a joint stock limited company established in the PRC whose A Shares and H Shares are listed on the Shanghai Stock Exchange and Stock Exchange respectively. The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of sewage water, tap water and other water treatment facilities; design, construction, management, building and operation management of municipal infrastructural facilities; licensed operation, technological consultation and auxiliary services of the Southeastern Half Ring Urban Road of the Middle Ring of Tianjin City; development and operation of environmental protection technologies and environmental protection products and equipment; leasing of self-owned housing, etc..

Information of TMICL

With reference to the Board Letter, TMICL is the controlling shareholder of the Company. As at the Latest Practicable Date, it directly holds approximately 50.14% equity interest in the Company. TMICL is mainly engaged in the investment, operation and management of commerce, service industry, real estate industry, urban infrastructure, highway facilities and supporting facilities with its own funds; property management; self-owned housing; and enterprise management consulting. As at the Latest Practicable Date, TMICL is wholly owned by Tianjin Investment Group, which is principally engaged in investment in development and reconstruction of seas and rivers, construction, operation and management of urban environmental infrastructure and auxiliary projects.

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LETTER FROM GRAM CAPITAL

Reasons for and benefits of the Extension Resolutions

With reference to the previous board letter of the 2020 Circular, reasons for and benefit of the Proposed Non-public Issuance of A Shares included (i) the introduction of important strategic investors from environmental protection industry and the strengthening of strategic synergies; (ii) keeping abreast of the policies and seizing market opportunities; (iii) optimizing capital structure and alleviating working capital pressure; and (iv) boosting market confidence. We understood from the Directors that, the TMICL’s participation in the Non-public Issuance of A Shares will demonstrate its confidence in the prospects of the Company.

The Non-public Issue of A Shares was approved by then independent shareholders of the Company at the Previous EGM and the Previous Class Meetings held on 7 September 2020 with a validity period of 12 months from the date of the Previous EGM and the Previous Class Meetings. The existing validity period of resolution relating to the Non-public Issue of A Shares and the validity period of authorisation to the Board expired on 7 September 2021.

With reference to the Board Letter, for the application of Non-Public Issuance of A Shares, although the CSRC accepted the application for the Non-public Issuance of A Shares on 29 September 2020, as at the Latest Practicable Date, the application of the Non-Public Issuance of A Shares is still under review by CSRC, the Company has not received the approval of the CSRC, which is an unfulfilled condition precedent to the Non-public Issuance of A Shares. In addition, after the Company obtained the approval from the CSRC, which is an unfulfilled condition precedent to the Non-Public Issuance of A Shares and such approach cannot be obtained from the CSRC before the expiry of the validity period of the Shareholders’ Resolutions and the Authorization. In addition, after the Company obtains the approval from the CSRC, it is expected that it will take time for the Company to deal with the administrative matters concerning the implementation of the Adjusted Non-public Issuance of A Shares. The Company considers that since the extension of the Adjusted Non-public Issuance of A-Shares will not affect the current situation of the Company and its Shareholders, the Shareholders will not have to bear additional risks and uncertainties in relation to the extension of the validity period. If the CSRC approves the Adjusted Non-public Issuance of A-shares after the extension of the validity period of the resolutions on the Adjusted Non-public Issuance of A-shares and the validity period of the authorization of the Board, the Company will raise funds through the Non-Public Issuance of A Shares to repay the interest-bearing liabilities and supplement working capital. On one hand, it is beneficial for reducing the asset-liability ratio, optimizing the capital structure and reducing the debt repayment risk. On the other hand, it is conducive to further expanding the Company’s financial strength, improving its anti-risk ability, financial security level and financial flexibility, and supporting its stable and rapid development. Based on the above reasons, the Directors are of the view that an extension of the validity period of the Shareholder’s Resolutions and the Authorization by 12 months from 7 September 2021 is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM GRAM CAPITAL

Having considered the following factors, including:

(i) the purpose for the Extension Resolutions is to provide the Company with sufficient time to complete the Non-public Issue of A Shares (which is fair and reasonable to the Company and Shareholders);
(ii) the Company was not able to estimate when the approval for the Non-Public Issue of A Shares would be granted at this stage, a longer extension period may reduce the Company’s administrative cost (such as cost for (a) engagement professional parties to prepare relevant documents for another extension resolutions; (b) holding another shareholders’ meeting for obtain approval from shareholders; and (c) printing and despatch of circular) as compared to a shorter extension period;
(iii) it is not exceptional that PRC incorporated companies seek their shareholders’ approval for the extension of specific mandate/relevant resolution to board of directors to deal with issuance of shares/underlying shares of such companies with an additional validity period of 12-month, should such issuance require CSRC approval (e.g. Shandong Chenming Paper Holdings Limited (1812 & SZ000488), Dongjiang Environmental Company Limited (895 & SZ002672), Red Star Macalline Group Corporation Ltd. (1528 & SH601828), etc.),

we are of view that the extension of the validity period for an addition one year to be justifiable.

Use of proceeds

With reference the Company’s announcement dated 30 March 2021, in view of the then changes in the capital market environment and comprehensive consideration of the Company’s actual situation, development plans and many other factors, one of the specific target investor (which is an independent third party) will no longer subscribe for the Non-public Issuance of A Shares, and the gross proceed to be raised from the Non-public Issuance of A Shares was adjusted from not more than RMB1.8 billion (inclusive) to not more than RMB1.2 billion (inclusive). The adjusted gross proceeds to be raised from the Non-public Issuance of A Shares of not more than RMB1.2 billion (inclusive) will be used to repay interest-bearing liabilities and supplement working capital after deducting the offering expenses.

As advised by the Directors, by reducing its asset-liability ratio, the Non-public Issuance of A Shares will help the Company optimize its capital structure and reduce financial risks, thereby improving the Company’s capacity to resist risks and the ability to obtain future financing.

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LETTER FROM GRAM CAPITAL

According to the《發行監管問答 – 關於引導規範上市公司融資行為的監管要求(修訂版)》 (Q&A on Issuance Supervision-Requirements for the Guidance and Standardisation of Fundraising Activities of Listed Companies (Revised), the “ 2020 Q&A* ”), it is allowed to apply all proceeds from non-public issuance with identified investors by the board for the purpose of supplement of listed company’s working capital and repayment of debts.

For our due diligence purpose, we obtained 《非公開發行股票募集資金使用可行性分析報告》 (Feasibility Report on the Use of Proceeds from the Non-Public Issuance of A Shares) dated 13 July 2020 and the 《非公開發行股票募集資金使用可行性分析報告 (修訂稿)》 (Feasibility Report on the Use of Proceeds from the Non-Public Issuance of A Shares (Revised Version)) (the “ Revised Feasibility Report ”). The Revised Feasibility Report set out the details on the necessity study on the use of proceeds, the feasibility study on the use of proceeds.

With reference to the Revised Feasibility Report, the asset-liability ratio of comparable listed companies in the A share market ranged from 26.64% to 67.04%, with an average of 53.31% as at 30 September 2020, while the Company’s asset-liability ratio as at 30 September 2020 was 59.57% as at 30 September 2020. We noted from the Revised Feasibility Report that the Company’s asset-liability ratio is at a relatively high level as compared with its comparable listed companies, upon the receipt of the proceeds from the Non-public Issuance of A Shares, the Group’s asset-liability ratio will reduce, its asset structure will be optimized, and its ability to resist financial risks will be improved.

Details of the use of proceeds are set out in the Revised Feasibility Report as published on the Shanghai Stock Exchange website (http://www.sse.com.cn/).

With reference to the Company’s interim report for the six months ended 30 June 2021, the Group’s total borrowings and cash and cash equivalent amounted to approximately RMB8.3 billion and RMB1.8 billion respectively. We also noted that the Group’s asset-liability ratio was approximately 61.58% as at 30 June 2021.

In light of the above, we consider the partial use of the proceeds from the Non-Public Issue of A Shares to repay interest-bearing liabilities and thereby reduce the Group’s asset-liability to be acceptable.

Having considered that (i) the proposed use of proceeds from the Non-Public Issue of A Shares; (ii) TMICL’s participation in the Non-public Issuance of A Shares will demonstrate its confidence in the prospects of the Company; (iii) the Company was not able to estimate when the approval for the Non-Public Issue of A Shares would be granted at this stage; and (iv) the Extension Resolutions can provide the Company with sufficient time to complete the Non-public Issue of A Shares, we consider that although the Extension Resolutions are not conducted in the ordinary and usual course of business of the Group, the Extension Resolutions are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM GRAM CAPITAL

(2) Other terms of the Non-public Issuance of A Shares

Saved for the extension of the validity period of the Shareholders’ Resolutions and the validity period of the Authorisation for a period of 12 months, the issue price of A and maximum number of A Shares to be issued under the Non-public Issuance of A Shares, all other terms of the Non-public Issuance of A Shares remain unchanged and in full force.

As disclosed in the 2020 Circular, the Price Determination Date for the non-public issuance is 14 July 2020, being the announcement date of the resolutions of the 32nd meeting of the eighth board meeting held on 13 July 2020. The issue price of the non-public issue is not lower than 80% of the average trading price of the Company’s A Shares over the 20 trading days preceding the Price Determination Date (the average trading price of A Shares of the Company over the 20 trading days preceding the Price Determination Date = total turnover of A Shares over the 20 trading days preceding the Price Determination Date/the total volume of A Shares over the 20 trading days preceding the Price Determination Date) (i.e. RMB5.56 per share).

As advised by the Directors, the issue price and the determination basis were in compliance with the《上市公司證券發行管理辦法》(Measure for Administration of the Issuance of Securities by Listed Companies) and 《上市公司非公開發行股票實施細則》(the Detailed Implementing Rules for the Non-Public Offering of Stocks of Listed Companies) issued by CSRC.

With reference to the Company’s announcement dated 2 July 2021, the Company has completed the 2020 profit distribution plan of the Company, pursuant to which the Company shall distribute a final dividend of RMB1.20 (tax inclusive) in cash for every 10 Shares to all Shareholders. The issue price of A Shares under the Non-public Issuance of A Shares will be adjusted to RMB5.44 per share. After the adjustment, the number of A Shares to be issued under the Non-public Issuance of A Shares is adjusted to not more than 220,588,234, the number of A Shares to be issued under the Non-public Issuance of A Shares did not exceed 30% of the total share capital of the Company before the Non-public Issuance of A Shares. We noted that the adjustment of issue price and the maximum number of A Shares to be issued are in compliance with the adjustment methodology pursuant to the Non-public Issuance of A Shares.

As also advised by the Directors, all of the subscribers will subscribe for the A Shares underlying the Non-public Issuance of A Shares at the same subscription price.

In light of the above factors, the Directors considered that (i) a maximum of 220,588,234 A Shares to be issued, which represents (a) approximately 15.46% of the existing total issued share capital of the Company as at the Latest Practicable Date; and (b) the Price Determination Date of 14 July 2020 is in compliance with relevant regulations.

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LETTER FROM GRAM CAPITAL

Having considered that (i) except for the Extension Resolutions, all other terms of the Proposed Non-public Issuance of A Shares (as amended by the Adjustments) remains unchanged and are in full force; and (ii) all of the subscribers will subscribe for the A Shares underlying the Non-public Issuance of A Shares (as amended by the Adjustments) at the same subscription price, we are of the view that terms of the Extension Resolutions are on normal commercial terms and are fair and reasonable.

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Extension Resolutions are on normal commercial terms and are fair and reasonable; and (ii) although the Extension Resolutions are not conducted in the ordinary and usual course of business of the Group, the Extension Resolutions are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the 2021 Second EGM and 2021 First H Shareholders’ Class Meetings to approve the Extension Resolutions and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully, For and on behalf of Gram Capital Limited Susanna Ho Director

Note: Ms. Susanna Ho is a licensed person registered with the Securities and Futures Commission and a responsible officer of Gram Capital Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. She has over 15 years of experience in investment banking industry.

for identification purpose only

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DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

(I) TYPE AND NOMINAL VALUE OF SHARES TO BE ISSUED

The Shares to be issued in the Non-Public Issuance of A Shares are domestic listed RMB ordinary Shares (A Shares) with a nominal value of RMB1.00 per share.

(II) ISSUANCE METHOD AND ISSUANCE TIME

All the Shares under the Non-Public Issuance of A Shares will be issued to the target subscribers through non-public issuance, which will be implemented in good time within the validity period of the approval on the non-public issuance by the CSRC.

(III) TARGET SUBSCRIBERS AND SUBSCRIPTION METHOD

The Non-Public Issuance of A Shares is intended for three target subscribers: Yangtze Ecology, Three Gorges Capital, and TMICL.

After the Adjustments, the Adjusted Non-Public Issuance of A Shares is intended for two target subscribers: Yangtze Ecology and TMICL. All target subscribers shall subscribe for the A Shares to be issued through the Adjusted Non-Public Issuance of A Shares in cash.

(IV) OFFERING PRICE AND PRICING METHOD

The Price Determination Date for the offering shall be the announcement date of the Board resolution approving the Non-Public Issuance of A Shares (being 14 July 2020). The offering price for the non-public issuance is RMB5.56/Share and shall be not less than 80% of the Company’s average stock trading price on the 20 Trading Days before the Price Determination Date (average stock trading price on the 20 Trading Days before the Price Determination Date = total stock trading amount on the 20 Trading Days before the Price Determination Date/total stock trading volume on the 20 Trading Days before the Price Determination Date).

The offering price of the Non-Public Issuance of A Shares shall be adjusted accordingly in cases of ex-rights and ex-dividends matters such as dividend, bonus issuance and conversion of capital reserve into Share capital during the period from the Price Determination Date of the Non-Public Issuance of A Shares to the date of the issuance.

– I-1 –

DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

The adjustment method is as follows:

Assuming that the offering price before adjustment is P0, the number of Shares resulting from issuance of bonus shares or conversion into Share capital is N per Shares, the dividend/cash dividend per Share is D, and the offering price after adjustment is P1, then:

In case of dividend/cash dividend: P1=P0-D

In case of issuance of bonus shares or conversion into Share capital: P1=P0/(1+N)

In case of both: P1=(P0-D)/(1+N)

At the 2020 annual general meeting of the Company held on 27 May 2021, the Shareholders considered and approved the resolution in relation to the 2020 profit distribution plan of the Company, pursuant to which the Company shall distribute a final dividend of RMB1.20 (tax inclusive) in cash for every 10 Shares (the “ 2020 Equity Distribution ”) to all Shareholders calculated based on the total number of 1,427,228,430 shares of the Company, which amounted to RMB171,267,411.60. The Company published announcements on the 2020 Equity Distribution on 1 April 2021 and 15 June 2021. The 2020 Equity Distribution of the Company was conducted on 30 June 2021. As at the Latest Practicable Date, the 2020 Equity Distribution of the Company has been completed.

As the implementation of the 2020 Equity Distribution of the Company has been completed, the issue price of A Shares under the Non-Public Issuance of A Shares was adjusted as follows:

The issue price of the Non-Public Issuance of A Shares was adjusted from RMB5.56 per share to RMB5.44 per share. The calculation is as follows:

Adjusted issue price = issue price before adjustment – cash dividend per share (tax inclusive) = RMB5.56/share – RMB0.12/share

= RMB5.44 per share

(V) OFFERING QUANTITY, AMOUNT OF FUNDS RAISED AND SUBSCRIPTION

The number of shares offered through the Non-Public Issuance of A Shares shall be calculated by dividing the total amount of funds raised through the non-public issuance by the final offering price, with the remainder of less than 1 share discarded, and the number of shares issued shall not exceed 30% of the total capital of the Company prior to the Non-Public Issuance of A Shares, that is, no more than 428,168,529 shares (inclusive of 428,168,529 shares). The number of shares offered through the Non-Public Issuance of A Shares shall be adjusted accordingly in cases of ex-rights and ex-dividends matters such as dividend, bonus issuance and conversion of capital reserve into share capital during the period from the Price Determination Date of the non-public issuance to the date of the issuance. The final offering

– I-2 –

DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

quantity shall be determined by the Board of Directors of the Company or the authorized person of the Board authorized by the general meeting and the sponsor (lead underwriter) of this offering according to the offering plan approved by the CSRC and the authorization of the general meeting. According to the TMICL Subscription Agreement and Strategic Investor Subscription Agreement, the subscription for the A shares offered in the Non-Public Issuance of A Shares shall be arranged as follows:

No. Name of target subscriber 1 Yangtze Ecology 2 Three Gorges Capital 3 TMICL Total	Number of shares to be subscribed (share) 179,856,115 107,913,669 35,971,223 323,741,007	Subscription amount (RMB’0,000) 100,000 60,000 20,000
		180,000

Pursuant to the Strategic Investor Subscription Agreement, the TMICL Subscription Agreement, the Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement and the Supplemental Agreement to the Strategic Investor Subscription Agreement, details of the subscription under the Non-public Issuance of A Shares were adjusted as follows:

No. Name of target subscriber 1 Yangtze Ecology 2 TMICL Total	Number of shares to be subscribed (share) 179,856,115 35,971,223 215,827,338	Subscription amount (RMB’0,000) 100,000 20,000
		120,000

– I-3 –

DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

Upon the adjustment made after the completion of the 2020 Equity Distribution, the specific number of new A Shares to be issued by the Company and the subscription amount as at the Latest Practicable Date are adjusted as follows:

No. Name of target subscriber 1 Yangtze Ecology 2 TMICL Total	Number of shares to be subscribed (share) 183,823,529 36,764,705 220,588,234	Subscription amount (RMB’0,000) 100,000 20,000
		120,000

As the issue price of the Non-public Issuance of A Shares has been adjusted to RMB5.44/share and the total proceeds raised are RMB1,200,000,000, the number of shares to be issued under the Non-public Issuance of A Shares is adjusted to be not more than 220,588,234 shares. The calculation is as follows:

Adjusted A Shares = Total proceeds to be raised from the subscription before the adjustment/issue price after the adjustment

Maximum number to be issued = RMB1,200,000,000/(RMB5.44/share) = 220,588,234 shares (the remainder of less than 1 share discarded)

After the Adjustments, the number of A Shares to be issued under the Adjusted Non-public Issuance of A Shares did not exceed 30% of the total share capital of the Company before the Non-public Issuance of A Shares, i.e. not exceeding 428,168,529 Shares (including 428,168,529 Shares).

(VI) USE OF PROCEEDS

The gross proceeds to be raised by the Adjusted Non-Public Issuance of A Shares will not exceed RMB1,200 million (inclusive), which will be used to repay interest-bearing liabilities and supplement working capital after deducting the offering expenses.

(VII) LOCK-UP PERIOD ARRANGEMENT

The shares subscribed by Yangtze Ecology shall not be transferred within 36 months from the closing date of the Adjusted Non-Public Issuance of A Shares. The shares subscribed by TMICL shall not be transferred within 18 months from the closing date of the Adjusted Non-Public Issuance of A Shares. If it is otherwise provided by applicable laws and regulations, those requirements shall be followed.

– I-4 –

DETAILS OF THE ADJUSTED NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

(VIII) LISTING PLACE

The Non-Public Issuance of A Shares will be listed and traded on the Shanghai Stock Exchange upon expiration of the lock-up period of the Non-Public Issuance of A Shares.

(IX) ARRANGEMENT FOR ACCUMULATED UNDISTRIBUTED PROFITS

After completion of the non-public issuance of A Shares, the new and existing shareholders of the Company shall be jointly entitled to the undistributed profits before the Non-Public Issuance of A Shares.

(X) VALIDITY PERIOD OF THE RESOLUTION OF THIS OFFERING

The term of validity of the resolution of this offering shall be 12 months from the date when the general meeting and class meeting of the Company approve this Non-Public Issuance of A Shares. If national laws and regulations have new provisions on non-public issuance, the Company will make corresponding adjustments according to the new provisions.

(XI) CONDITIONS PRECEDENT

The Non-public Issuance of A Shares is subject to the following conditions:

(1) The Non-public Issuance of A Shares shall be reviewed and approved by the Board, the general meeting, the A Shareholders’ class meeting and the H Shareholders’ class meeting of the Company;
(2) The Non-public Issuance of A Shares shall be subject to the approval of the State-owned Assets Management Department (or the state-founded enterprise);
(3) The Non-public Issuance of A Shares shall be subject to the approval of the CSRC.

The completion of the Strategic Investor Subscription Agreement (as revised and supplemented by the Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement and the Supplemental Agreement to the Strategic Investor Subscription Agreement) and the TMICL Subscription Agreement is not inter-conditional on each other.

– I-5 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’, Supervisors’ and the Company’s chief executives’ interests and/or short positions in the Shares, underlying Shares and debentures of the Company or any associated corporations

Save as disclosed in this section, as at the Latest Practicable Date, none of the Directors, Supervisors and chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which he/she is taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of Part XV of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as set out in the Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange.

				Approximate
				percentage in
				the total issued
				share capital of
	Company/name		Number and	the Company/
	of associated		class of	associated
Name	corporations	Capacity	securities	corporations
			(Note)
Deputy general	Company	Beneficial owner	822 domestic	0.000058%
manager			shares (non-
Zhang Jian			restricted
			circulating
			shares) (L)

Note: The letter “L” represents the person’s long positions in the shares, underlying shares and debentures of the Company or its associated corporations.

– II-1 –

GENERAL INFORMATION

APPENDIX II

(b) Substantial Shareholders’ interests or short positions in the Shares

As at the Latest Practicable Date, so far as was known to or can be ascertained after reasonable enquiries by the Directors, Supervisors or chief executive of the Company, the following persons (other than the Directors, Supervisors or chief executive of the Company) had interest or short position in the Shares or underlying Shares (including options) of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO:

			Approximate	Approximate
		Number and	percentage of	percentage of
		class of	the relevant	the total issued
		Shares	class of	share capital of
Name of shareholder	Capacity	(Note 1)	Shares	the Company
TMICL	Beneficial	715,565,186	65.82%	50.14%
	owner	A Shares (L)
Ningbo Development	Interest of	119,126,000	35.04%	8.35%
Investment Group	controlled	H Shares (L)
Limited Company*(寧	corporation
波開發投資集團有限公
司) (Note 2)
Ningbo Energy Group	Interest of	119,126,000	35.04%	8.35%
Co., Ltd.*(寧波能源集	controlled	H Shares (L)
團股份有限公司)	corporation
(Note 2)
Ningbo Ningdian	Beneficial	72,764,000	21.40%	5.10%
Investment	owner	H Shares (L)
Development Co.,
Ltd.*(寧波寧電投資發
展有限公司) (Note 2)
Ningbo BSLS Trade Co.,	Beneficial	44,928,000	13.21%	3.15%
Ltd.*(寧波百思樂斯貿	owner	H Shares (L)
易有限公司) (Note 2)
ISIS Asset Management	Investment	17,286,000	5.08%	1.21%
Plc	manager	H Shares (L)

– II-2 –

GENERAL INFORMATION

APPENDIX II

Note 1: The letter “L” represents the person’s long position in the shares. The letter “S” represents the person’s short position in the shares.
Note 2 : Ningbo Ningdian Investment Development Co., Ltd.(寧波寧電投資發展有限公司), Ningbo BSLS Trade Co., Ltd.(寧波百思樂斯貿易有限公司) and LVNENG Investment & Development Co., Ltd. are direct wholly-owned subsidiaries of Ningbo Energy Group Co., Ltd.(寧波能源集團股份有限公司), and directly hold 72,764,000, 44,928,000 and 1,434,000 H Shares of the Company respectively, which in total amount to 119,126,000 H Shares. Ningbo Energy Group Co., Ltd. is the direct non-wholly-owned subsidiary of the Ningbo Development Investment Group Limited Company(寧波開發投資集團有限公司). Therefore, pursuant to Part XV of the SFO, Ningbo Energy Group Co., Ltd.(寧波能源集團股份有限公司) and Ningbo Development Investment Group Limited Company(寧波開發投資集團有限公司) are deemed to be interested in the Shares held by Ningbo Ningdian Investment Development Co., Ltd.(寧波寧電投資發展有限公司), Ningbo BSLS Trade Co., Ltd.(寧波百思樂斯貿易有限公司) and LVNENG Investment & Development Co., Ltd.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, Supervisors or chief executive of the Company, no other person (other than the Directors, Supervisors or chief executive of the Company) had interest or short position in the Shares or underlying Shares (including options) of the Company which would fall to be notified to the Company under Divisions 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date, so far as was known to the Directors, Supervisors or chief executives of the Company, the following Directors, Supervisors and senior management are the directors or employees of the substantial Shareholders listed above:

Name of
Director/Supervisors/	Name of substantial	Position held in
chief executives	shareholder’s entity	shareholder’s entity
Li Zongqiang	TMICL	Head of the risk management
		department
Gu Wenhui	TMICL	Chairman of the board of
		directors
		General Manager

(c) Competing interests

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective close associates had any interest in any business, which competes or may compete, either directly or indirectly, with the business of the Group as if each of them were treated as a controlling shareholder under Rule 8.10 of the Listing Rules.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or Supervisors had entered or proposed to enter into a service contract with any member of the Group which will not expire or is not determinable within one year without payment of compensation (other than statutory compensation).

– II-3 –

GENERAL INFORMATION

APPENDIX II

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Group since 31 December 2020 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

5. LITIGATION

So far as the Directors are aware, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was pending or threatened against any member of the Group as at the Latest Practicable Date.

6. DIRECTORS’ AND SUPERVISORS’ INTEREST

None of the Directors or Supervisors has any direct or indirect interest in any assets which have been, since 31 December 2020, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to, or which are proposed to be acquired or disposed of by, or leased to, any member of the Group.

None of the Directors or Supervisors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

7. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given its opinion or advices which are contained in this circular:

Name Qualification Gram Capital Limited a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance

As at the Latest Practicable Date, Gram Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or opinion and reference to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, Gram Capital did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in any member of the Group.

– II-4 –

GENERAL INFORMATION

APPENDIX II

As at the Latest Practicable Date, Gram Capital did not have any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or was proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2020 (being the date to which the latest published audited statements of the Group were made up).

8. MISCELLANEOUS

(a) The company secretary of the Company is Ms. Cho Yee Yung, Mona.

(b) The registered office of the Company is located at 12th floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, PRC. The principal place of business of the Company is TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, PRC.

(c) The Hong Kong H share registrar and transfer office of the Company is Hong Kong Registrars Limited located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

9. DOCUMENTS FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours at the office of Messrs. Li & Partners, at 22/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong from the date of this circular and up to and including the date of the 2021 Second EGM and the 2021 First Class Meetings:

(a) Articles of Association of the Company;
(b) TMICL Subscription Agreement;
(c) Strategic Investor Subscription Agreement;
(d) the Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement;
(e) Supplemental Agreement to the Strategic Investor Subscription Agreement;
(f) the letter from the Board, the text of which is set out in the section headed “Letter from the Board” in this circular;
(g) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out in the section headed “Letter from the Independent Board Committee” in this circular;

– II-5 –

GENERAL INFORMATION

APPENDIX II

(h) the letter from Gram Capital to the Independent Board Committee and the Independent Shareholders, the text of which is set out in the section headed “Letter from Gram Capital” in this circular;
(i) the written consent referred to in the paragraph headed “Qualification and Consent of Expert” in this Appendix; and
(j) this circular.

– II-6 –

NOTICE OF THE 2021 SECOND EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

NOTICE OF 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the “ EGM ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) will be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (“ the PRC ”) on 15 October 2021 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the relevant announcements dated 25 August 2021 and 3 September 2021 (the “ Announcements ”).

As special resolutions:

To consider and approve the resolution for extending the validity period of the Company’s resolution in 2020 on Non-Public Issuance of A Shares for 12 months (that is, extending it from 7 September 2021 to 7 September 2022).
To consider and approve the resolution in relation to the extension of the validity period of the authorization granted to the Company’s Board of Directors and its authorized persons to handle the matters relating to the Company’s Non-Public Issuance of A Shares.
To consider and approve the proposed application for filling of issuance of the Debt Financing Plan:
3.1 Issuance amount: Principal amount of not exceeding RMB500,000,000.
3.2 Term: Not exceeding three years (three years inclusive).
3.3 Determination of issuance price or interest rate: Interest to be determined at fixed interest rate through the result of issuance pricing and central allocation.

– EGM-1 –

NOTICE OF THE 2021 SECOND EGM

3.4 Use of proceeds: Including but not limited to replenishing of working capital, construction of projects and debt repayment in accordance with relevant laws and regulations and requirements of regulatory authorities.
3.5 Source of funds for the repayment of principal and the payment of interests: The Company’s own funds and smooth operation of financing channels.
To consider and authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Debt Financing Plan:
(i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Debt Financing Plan and amendments thereto, and to adjust the specific terms for filing of issuance of the Debt Financing Plan, including but not limited to all matters relating to the filing of issuance of the Debt Financing Plan, such as issuance amount, issuance date, form of issuance, issuance arrangement, term of the issuance, issuance price or interest rate, whether in tranches and number of tranches, whether with sell back terms and redemption terms, rating arrangement, type of guarantee, principal and interest payments, use of proceeds and others;
(ii) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the filing of the issuance of the Debt Financing Plan, and handling with the reporting and filing procedures thereof;
(iii) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustment to relevant matters such as the specific proposal of the filing of the issuance of the Debt Financing Plan in accordance with the opinions of the regulatory authorities;
(iv) to fulfill the information disclosure obligations in a timely manner;
(v) to handle other matters in relation to the filing of the issuance of the Debt Financing Plan;
(vi) to specifically handle relevant matters and execution of relevant documents; and
(vii) the above authorization remains valid during the effective period of the notice of filing acceptance issued from Beijing Financial Assets Exchange (北京金融資產交易所).

– EGM-2 –

NOTICE OF THE 2021 SECOND EGM

To consider and approve the proposed application for registration and issuance of the Debt Financing Instruments of Non-financial Enterprises:
5.1 Issuance size: Debt Financing Instruments of Non-financial Enterprises in the total principal amount of not exceeding RMB1,500,000,000 (total principal amount for each of the medium-term notes, rural village revival notes and equity contribution notes is not more than RMB500,000,000).
5.2 Term: Not exceeding 10 years.
5.3 Interest rate: Interest rate of the bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest to be accounted for and paid on an annual basis.
5.4 Use of proceeds: Including but not limited to repayment of debts of the Company, construction of projects and replenishment of working capital, and rural village revival notes will be used for projects construction in respect of village revival projects, debts repayment and replenishment of working capital; equity contribution notes will be used for capital increase, equity investment, payment of merger and acquisition price, repayment of loans for merger and acquisition and capital contribution for funds.
5.5 Source of funds for the repayment of principal and the payment of interests: The Company’s operating income throughout the terms of the bonds and smooth operation of financing channels.
To consider and authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Debt Financing Instruments of Non-financial Enterprises:
(i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Debt Financing Instruments of Non-financial Enterprises and amendments thereto, and to adjust the specific terms for the issuance of the Debt Financing Instruments of Non-financial Enterprises, including but not limited to all matters relating to the issuance the Debt Financing Instruments, such as issuance size, number of tranches, time of issuance, term of the issuance, interest rate, way of underwriting, type of guarantee, use of proceeds and others;
(ii) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Debt Financing Instruments of Non-financial Enterprises, and handling with the reporting and registration procedures thereof;

– EGM-3 –

NOTICE OF THE 2021 SECOND EGM

(iii) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustment to relevant matters such as the specific proposal of the application for the issuance of the Debt Financing Instruments of Non-financial Enterprises in accordance with the opinions of the regulatory authorities;
(iv) to fulfill the information disclosure obligations in a timely manner;
(v) to handle other matters in relation to the issuance of the Debt Financing Instruments of Non-financial Enterprises;
(vi) to specifically handle relevant matters and execution of relevant documents; and
(vii) the above authorization remains valid during the effective period of the registration notice of issuance of the Debt Financing Instruments of Nonfinancial Enterprises.

(For details of the above resolutions, please refer to the Announcements)

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 September 2021

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; two non-executive Directors: Mr. Gu Wenhui and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

– EGM-4 –

NOTICE OF THE 2021 SECOND EGM

Notes:

(1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 11 October 2021 will be entitled to attend the EGM. The holders of H shares of the Company (“ H Shares ”) are reminded that the register of members of the Company’s H Shares will be closed from 12 October 2021 to 15 October 2021, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 11 October 2021. The holder of H Shares whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 11 October 2021 or his/her proxy may attend the EGM by bringing his/her own identity card or passport.
(2) Each Shareholder having the rights to attend and vote at the EGM is entitled to appoint in written form one or more proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the EGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.
(3) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed proxy form) to attend the EGM. The proxy form shall be signed by the principal or his/her authorized person. In the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorization documents must be notarised by notary public. To be valid, the notarised power of attorney or other authority and the proxy form must be deposited at the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM.
(4) Shareholders or their proxies shall present proofs of their identities upon attending the EGM. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his attorney.
(5) The EGM is expected to last for about half a day. The Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381 Telephone: 86-22-23930128 Facsimile: 86-22-23930126

– EGM-5 –

NOTICE OF THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

NOTICE OF 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2021 first H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) will be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (“ the PRC ”) on 15 October 2021 at 3:00 p.m. (or immediately after the conclusion of the 2021 first A shareholders’ class meeting of the Company to be held at the same place and on the same date) for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the relevant announcements dated 3 September 2021 (the “ Announcements ”).

As special resolution:

To consider and approve the resolution for extending the validity period of the Company’s resolution in 2020 on Non-Public Issuance of A Shares for 12 months (that is, extending it from 7 September 2021 to 7 September 2022).

(For details of the above resolution, please refer to the Announcements)

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 September 2021

– HCM-1 –

NOTICE OF THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

Notes:

(1) The holders of H shares (the “ H Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 11 October 2021 will be entitled to attend the H Shareholders’ Class Meeting. The register of members of the Company’s H Shares will be closed from 12 October 2021 to 15 October 2021, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 11 October 2021. The H Shareholders whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 11 October 2021 or his/her proxy may attend the H Shareholders’ Class Meeting by bringing his/her own identity card or passport.
(2) Each H Shareholder having the rights to attend and vote at the H Shareholders’ Class Meeting is entitled to appoint in written form one or more proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the H Shareholders’ Class Meeting. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.
(3) H Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed proxy form) to attend the H Shareholders’ Class Meeting. The proxy form shall be signed by the principal or his/her authorized person. In the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorization documents must be notarised by notary public. To be valid, the notarised power of attorney or other authority must be deposited at the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the H Shareholders’ Class Meeting.
(4) H Shareholders or their proxies shall present proofs of their identities upon attending the H Shareholders’ Class Meeting. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his attorney.
(5) The H Shareholders’ Class Meeting is expected to last for about half a day. The Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381 Telephone: 86-22-23930128 Facsimile: 86-22-23930126

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Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2021

50588_rns_2021-09-27_2ffa477b-8c61-4a26-9a6d-0cf71c98cfcb.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THE GENERAL MEETING OF THE COMPANY;

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

I. INTRODUCTION

LETTER FROM THE BOARD

2. Extension Resolutions

3. Reasons for the Extension Resolutions

III. EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

LETTER FROM THE BOARD

IV. Information of the Parties of the Adjusted Non-Public Issuance of A Shares

Company

TMICL

Yangtze Ecology

V. Implications under the Listing Rules

VI. Independent Board Committee and Independent Financial Adviser

VII. CLOSURE OF REGISTER OF MEMBERS

VIII. 2021 SECOND EGM AND THE 2021 FIRST CLASS MEETINGS

IX. RECOMMENDATIONS

X. RESPONSIBILITY STATEMENT

XI. ADDITIONAL INFORMATION

PROPOSED EXTENSION OF THE VALIDITY OF THE RESOLUTIONS IN RESPECT OF THE NON-PUBLIC ISSUE OF A SHARES

INTRODUCTION

LETTER FROM GRAM CAPITAL

INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(1) Background and reasons for the Extension Resolutions

Information of the Group

Information of TMICL

Use of proceeds

(2) Other terms of the Non-public Issuance of A Shares

RECOMMENDATION

(I) TYPE AND NOMINAL VALUE OF SHARES TO BE ISSUED

(II) ISSUANCE METHOD AND ISSUANCE TIME

(III) TARGET SUBSCRIBERS AND SUBSCRIPTION METHOD

(IV) OFFERING PRICE AND PRICING METHOD

(V) OFFERING QUANTITY, AMOUNT OF FUNDS RAISED AND SUBSCRIPTION

(VI) USE OF PROCEEDS

(VII) LOCK-UP PERIOD ARRANGEMENT

(VIII) LISTING PLACE

(IX) ARRANGEMENT FOR ACCUMULATED UNDISTRIBUTED PROFITS

(X) VALIDITY PERIOD OF THE RESOLUTION OF THIS OFFERING

(XI) CONDITIONS PRECEDENT

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’, Supervisors’ and the Company’s chief executives’ interests and/or short positions in the Shares, underlying Shares and debentures of the Company or any associated corporations

(b) Substantial Shareholders’ interests or short positions in the Shares

(c) Competing interests

3. SERVICE CONTRACTS

4. MATERIAL ADVERSE CHANGE

5. LITIGATION

6. DIRECTORS’ AND SUPERVISORS’ INTEREST

7. QUALIFICATION AND CONSENT OF EXPERT

8. MISCELLANEOUS

9. DOCUMENTS FOR INSPECTION

NOTICE OF 2021 SECOND EXTRAORDINARY GENERAL MEETING

As special resolutions:

NOTICE OF 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

As special resolution:

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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2021