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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2025
50588_rns_2025-12-09_3540cf5d-0fd8-42bc-abb9-dc3d363dc158.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect about 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 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.
Tianjin Capital Environmental Protection Group Company Limited
天津創業環保集團股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1065)
(1) DIRECTORS' REMUNERATIONS; AND
(2) RE-ELECTION OF DIRECTORS
Unless the context otherwise requires, terms used in this cover page shall have the same meanings as those defined in this circular.
A letter from the Board is set out on pages 3 to 10 of this circular. The EGM of the Company will be convened and held at 2:00 p.m. on 31 December 2025 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. A notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular.
Whether or not you intend to attend the EGM, you are requested to complete and return the proxy form in accordance with the instructions printed thereon to the Company's H share registrar and transfer office, Computershare Hong Kong Investor Services 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 for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
9 December 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
I. INTRODUCTION ... 3
II. DIRECTORS' REMUNERATIONS ... 4
III. RE-ELECTION DIRECTORS ... 4
IV. EGM ... 9
V. RECOMMENDATIONS ... 10
VI. RESPONSIBILITY STATEMENT ... 10
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, 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 SSE
"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 SSE and the Stock Exchange, respectively
"Director(s)"
the director(s) of the Company (including independent non-executive director(s))
"EGM"
the 2025 third extraordinary general meeting of the Company to be convened and held at 2:00 p.m. on 31 December 2025 for the purpose of considering and, if thought fit, approving, among other things, (1) Directors' remunerations; and (2) re-election of Directors
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"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
"Latest Practicable Date"
4 December 2025, that is the latest practicable date to confirm certain information contained in this circular before printing
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
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
"RMB"
Renminbi, the lawful currency of the PRC
– 1 –
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DEFINITIONS
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
the ordinary share(s) with a par value of RMB1.00 each in the existing share capital of the Company
"Shareholder(s)"
the holder(s) of Share(s)
"SSE"
Shanghai Stock Exchange
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
Tianjin Investment Group
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 holding company of the Company and the sole shareholder of TMICL, holding 100% equity interest in TMICL
"TMICL"
Tianjin Municipal Investment Company Limited* (天津市政投資有限公司), the controlling Shareholder of the Company, holding approximately 45.57% equity interest in the Company
"%)
per cent
- For identification purpose only
LETTER FROM THE BOARD
Tianjin Capital Environmental Protection Group Company Limited
天津創業環保集團股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 1065)
Executive Directors:
Mr. Tang Fusheng (Chairman)
Ms. Nie Yanhong
Mr. Fu Xinghai (employee Director)
Non-executive Directors:
Mr. Wang Yongwei
Mr. An Pindong
Mr. Liu Tao
Independent Non-executive Directors:
Mr. Xue Tao
Mr. Wang Shanggan
Ms. Liu Fei
Registered Address:
12/F, TCEP Building,
76 Weijin South Road,
Nankai District,
Tianjin, the PRC
Postal code: 300381
9 December 2025
To the Shareholders,
(1) DIRECTORS' REMUNERATIONS; AND
(2) RE-ELECTION OF DIRECTORS
I. INTRODUCTION
References are made to the Company's (i) announcement dated 9 September 2025 in relation to, postponement of the transition of the Board; and (ii) announcement dated 26 November 2025 in relation to the (1) re-election of Directors; and (2) Directors' remunerations (the "Announcements").
The purpose of this circular is to provide you with further information in relation to (1) Directors' remunerations; and (2) re-election of Directors, and to give you a notice of the EGM to be convened to consider and, if thought fit, approve, among other things, the resolutions in relation to the above matters.
LETTER FROM THE BOARD
II. DIRECTORS' REMUNERATION
As stated in the said announcements, following consideration by the Board on 26 November 2025, the proposed remuneration for the Directors of the tenth Board of the Company is as follows:
Independent non-executive Director’s remuneration: RMB120,000 per annum.
Other Directors will not receive remuneration for being Directors.
The remuneration of the aforesaid independent non-executive Directors is tax inclusive, and their personal income tax will be deducted and paid by the Company.
If the above Directors are also appointed as the senior management officers or other positions of the Company, the remuneration for these positions will be determined pursuant to the relevant policy of the Company.
III. RE-ELECTION OF DIRECTORS
The terms of the ninth session of the Board of the Company expired on 8 September 2025. However, the Company needs time to complete the nomination work of candidates of Directors for the new sessions of the Board. According to the requirements of the Company Law of the PRC, the Articles of Association and other provisions, and after considering various factors, the Company has recommended the nominations of (1) Mr. Tang Fusheng and Ms. Nie Yanhong as executive Director candidates for the tenth session of the Board; (2) Mr. Wang Yongwei, Mr. Li Xiaoguang and Mr. Liu Tao as non-executive Director candidates for the tenth session of the Board; and (3) Ms. Liu Fei, Mr. Wang Shanggan and Mr. Xue Tao as independent non-executive Director candidates of for the tenth session of the Board. The appointments of the aforementioned proposed Director candidates will take effect upon the approval by the Shareholders at the EGM, for a term of office from 31 December 2025 to 8 September 2028 for Mr. Wang Shanggan and Mr. Xue Tao, and of three years from 31 December 2025 to 30 December 2028 for the remaining Director candidates.
LETTER FROM THE BOARD
Details of the aforementioned proposed Directors are set out as follows:
Mr. Tang Fusheng（唐福生）("Mr. Tang"), aged 52, currently the secretary of the party committee and the chairman of the Board of the Company, and member of the Party Committee and vice general manager of Tianjin Investment Group. From July 2001 to April 2009, Mr. Tang Fusheng served as the head of the development department, deputy general manager and general manager of Tianjin Water Recycling Co., Ltd.（天津中水有限公司）("Water Recycling Company"); from April 2009 to February 2010, he served as the assistant to the general manager of the Company and concurrently served as the chairman of the board of directors and general manager of Water Recycling Company; and from March 2010 to February 2015, he served as the deputy general manager of the Company and concurrently served as the general manager of the energy and resources department, the chairman and secretary of the Party branch of Water Recycling Company, an executive director of Tianjin Jiayuanxing Innovative Energy Company（天津佳源興創新能源公司）, and the chairman of the board of directors of Tianjin Capital Environmental Protection (Hong Kong) Co., Ltd.（天津創業環保(香港)有限公司）. In February 2015, he was appointed as deputy secretary of the Party branch, general manager and director of Tianjin Urban Road Pipeline Network Supporting Construction Investment Co., Ltd.（天津城市道路管網配套建設投資有限公司）. Mr. Tang Fusheng has been the deputy secretary of the party committee and the general manager of the Company since 26 January 2017 and a Director of the Company from 14 March 2017 to 17 December 2018. From October 2020 to November 2021, he served as the secretary of the party committee and chairman of the board of directors of Tianjin Haihe Construction Development and Investment Co., Ltd.（天津市海河建設發展投資有限公司）; from November 2021 to December 2023, he served as the secretary of the Party general branch and chairman of the board of directors of Tianjin Environmental Construction Investment Co. Ltd.*（天津市環境建設投資有限公司）; since December 2023, he served as the secretary of the party committee of the Company and the chairman of the Board; and since January 2024, he served as a Director and the chairman of the Board of the Company. He has been a member of the Party Committee and deputy general manager of Tianjin Investment Group since May 2024, and concurrently serves as the Party secretary and chairman of the Company.
Ms. Nie Yanhong（蔣豔紅），aged 51, currently the chief accountant and an executive Director of the Company. Ms. Nie Yanhong worked for Tianjin Construction Investment Co., Ltd.（天津市建設投資公司）from July 1997 to January 2021, where she served as the head of the finance department, deputy chief accountant and chief accountant; she served as the chief accountant of Tianjin Chengchan Development Co., Ltd.*（天津城產發展有限公司）from January 2021 to August 2022; and the deputy general manager (presiding over the work) of the audit department (audit center) of Tianjin Investment Group from August 2022 to February 2023. Ms. Nie Yanhong has been the chief accountant of the Company since March 2023 and until now, and since January 2024, she served as an executive Director of the Company.
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LETTER FROM THE BOARD
Mr. Wang Yongwei (王永威), aged 44, currently a non-executive Director of the Company, the general manager of the investment and development department of Tianjin Investment Group, and the general manager of Tianjin Low-Altitude Economy Investment Development Co., Ltd. (天津低空經濟投資發展有限公司), a director of Tianjin Eco-city Investment & Development Co., Ltd. (天津生態城投資開發有限公司) and a director of TMICL. From April 2015 to August 2019, Mr. Wang Yongwei served as a staff member of the department of utilisation of foreign capital and overseas investment and a chief staff member of the department of fixed asset investment of the Tianjin Municipal Development and Reform Commission (天津市發展和改革委員會); from August 2019 to October 2020, he served as the head of the planning and construction department of the Tuanbo New City Development and Construction Committee of Tianjin Municipality (天津市靜海區團泊新城開發建設委員會); from October 2020 to November 2022, he served as the director of the integrated office of the Tuanbo New City Working Committee of the Tianjin Municipality of the Communist Party of China (中共天津市靜海區委團泊新城工作委員會); from November 2022 to June 2023, he served as a member of the Party committee and deputy director of the Development and Reform Commission of Tianjin Jinghai District (天津市靜海區發展和改革委員會), and a member of the party committee of the Management Committee of the Demonstration Area for International Co-operation in Tianjin Healthcare Industry (天津健康產業國際合作示範區管理委員會); since July 2023, he served as the general manager of the asset (investment) management department of Tianjin Investment Group. He was appointed as the general manager of the investment development department and general manager of operations management department in September 2024. In April 2025, he served as the secretary of the party committee and the general manager of Tianjin Low-Altitude Economy Investment and Development Co., Ltd.* (天津低空經濟投資發展有限公司). Since January 2024 and until now, he served as a non-executive Director of the Company.
Mr. Li Xiaoguang (李曉廣), aged 52, graduated from Nankai University with a postgraduate qualification and holds a Doctorate in Economics. He is a senior economist and currently serves as deputy secretary of the party committee and the general manager of TMICL, as well as Chairman of Tianjin Jincai City Investment Management Co., Ltd. (天津津彩城投資管理有限公司). Mr. Li Xiaoguang commenced his career in July 1995, having previously held positions including deputy general manager and general counsel at Tianjin Jinlian Investment Holding Co., Ltd. (天津津聯投資控股有限公司), director of Bohai State-owned Capital Research Institute (渤海國有資本研究院), and general manager of Tianjin Development Holding Co., Ltd.* (天津發展控股有限公司). With professional experience in Hong Kong, he possesses extensive expertise in cross-border capital operations and investment-financing management.
Mr. Liu Tao (劉韋), aged 41, holds a Master of Science degree in Financial Management from the University of Hull, United Kingdom, and currently serves as a Director of the Company. Mr. Liu Tao worked for Blue Source Capital Investment Management Co., Ltd. (浙江藍源投資管理有限公司) in 2011, engaging in investment management of government-guided funds. He served in the investment management department of Ningbo Energy Group Co., Ltd. (寧波能源集團股份有限公司) ("Ningbo Energy"), successively serving as deputy manager and manager of the investment department of Ningneng Investment Management Co., Ltd. (寧能投資管理有限公司), and deputy Manager of the investment department of Ningbo Energy in 2014. In 2021, he assumed the role of deputy manager in charge of the investment department of Ningbo Energy. Since June 2023 and until now, he served as the manager of the investment department of Ningbo Energy. Mr. Liu Tao has engaged in investment, and management related work for many years and has extensive experience in investment and group operation management. Mr. Liu Tao has been a non-executive Director of the Company since 11 November 2021.
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LETTER FROM THE BOARD
Ms. Liu Fei (劉飛), aged 46, currently an independent non-executive Director of the Company and a senior partner of Shanghai Allbright Law Offices (上海市錦天城律師事務所). Ms. Liu Fei is a professional lawyer providing legal services for infrastructure investment and financing in China, and has extensive experience in infrastructure investment and financing business models, transaction structure design, project financing, corporate governance, infrastructure REITs and ABS issuance, dispute resolution etc. She is an expert of the Ministry of Finance's third and fourth batches of PPP demonstration projects, an expert of the second batch of NDRC's PPP demonstration projects and the first batch of PPP demonstration projects of New PPP Mechanism, and a registered legal expert of the Asian Development Bank (ADB). She has been honoured as one of the "Top 15 Female Lawyers in ALB China 2020" and "Recommended Lawyer in Projects and Infrastructure" in Chambers Global and Greater China in 2022, 2023 and 2024. Ms. Liu Fei has been appointed as an independent non-executive Director of the Company since 1 June 2023.
Mr. Wang Shanggan (王尚敢), aged 61, a senior accountant and currently serves as an independent non-executive Director of the Company and an independent director of Shanghai Yizhen Network Technology Co., Ltd. (上海漫道數字信息技術股份有限公司). Mr. Wang Shanggan entered the workforce in August 1984 and served as an accountant of the Finance Department of Xinyu Steel Company (新餘鋼鐵公司) and the Finance Department of Jiangxi Metallurgical Industry Corporation (江西省冶金工業總公司), the financial controller of Shanghai Environmental Group (上海環境集團), a financial controller of Shanghai Investment Group (上海城投控股), a director and the chairman of the supervisory committee of Western Securities, special assistant to the Chairman of Shanghai SUS Environment Co., Ltd. (上海康恒環境股份有限公司) etc. Mr. Wang Shanggan has been an independent non-executive Director of the Company since 9 September 2022.
Mr. Xue Tao (薛濤), aged 52, currently an independent non-executive Director of the Company. He is currently the executive partner of the E20 Environment Platform and the executive president of the E20 Environmental Industry Research Institute (E20環境產業研究院), an adjunct professor of the School of Public Administration of Hunan University, a visiting professor of the School of Management and Economics of North China University of Water Conservancy and Hydropower, and an independent director of listed companies such as Shanghai City Investment Holdings* (上海城投控股) and CSCEC SCIMEE. He concurrently serves as the vice president of the E20 Joint Research Institute of the College of Environmental Sciences at Peking University, a targeted invitation expert of the National PPP Experts Database of both the National Development and Reform Commission and the Ministry of Finance, a registered expert of World Bank and Asian Development Bank (infrastructure and PPP direction), the member of the Investment and Financing Professional Committee of PPP Research Center, School of Public Administration, Tsinghua University, Secretary General of PPP Special Committee of China Environment Service Industry Association; expert of the Expert Advisory Committee of National Green Development Fund Co., Ltd., an expert in the think tank of chemical and waste environment management of the Asia Pacific Regional Center of the Basel Convention, a member of the expert committee of waste incineration of China Environmental Health Association, a special consultant of the "Strategic Alliance for Technology Innovation in Sludge Treatment and Disposal Industry" of the Ministry of Environment, a member of the think tank of the Institute of Political Science and Information of the Central University of Finance and Economics, and a special expert of the China Urban Investment Network; a member of the editorial board of "Urban and Rural Construction" magazine and "Environmental Health Engineering" magazine under the guidance of the Ministry of Housing and Construction, and the editorial board of "Government Procurement and PPP Review" magazine under the guidance of the Ministry of Finance; He is an external tutor of the Environmental Research Centre of Chinese Academy of Sciences. Mr. Xue Tao has been an independent non-executive Director of the Company since 9 September 2022.
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LETTER FROM THE BOARD
Save as disclosed above, as at the Latest Practicable Date, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he/she hold any directorship in any other listed companies (whose securities are listed on any stock market in Hong Kong or overseas) in the last three years.
Length of service and emolument
If each of the above proposed Directors is appointed as a Director of the Company, he/she will enter into a service agreement with the Company for a term of office from 31 December 2025 and end on 8 September 2028 for Mr. Wang Shanggan and Mr. Xue Tao and from 31 December 2025 to 30 December 2028 for the remaining Director candidates. The proposed Directors will receive a remuneration in accordance with the policy of remuneration for Directors of the tenth Board of the Company to be approved at the EGM. Such remuneration was determined with reference to the duties and responsibilities of the Directors in the Company and market rates of the position.
Relationships
Save as disclosed above, as at the Latest Practicable Date, each of the above proposed Directors has no relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
So far as the Directors are aware, as at the Latest Practicable Date, none of the above proposed Directors had any interests in any Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
Independence of Candidates for Independent Non-Executive Directors
As at the Latest Practicable Date, each of the above independent non-executive Director candidates confirmed that they (i) satisfy each of the independence criteria set out in Rules 3.13(1) to 3.13(8) of the Listing Rules; (ii) they had no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons of the Company (as defined in the Listing Rules); and (iii) there are no other factors that may affect their independence at the time of appointment.
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LETTER FROM THE BOARD
Matters that need to be brought to the attention of the Shareholders
Save as disclosed above, as at the Latest Practicable Date, in relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements under rules 13.51(2) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.
The qualification and independence of the abovementioned candidates for independent non-executive Directors shall be subject to review and approval by the SSE before being proposed for approval by Shareholders at the EGM.
Furthermore, in accordance with the articles of association of the Company, the Board shall comprise nine directors, including one employee representative of the Company. The employee representative on the Board shall be elected by employees of the Company at the employee representatives' meeting or the staff meeting or by other forms of democratic election. Submission to the shareholders' meeting for consideration is not required.
Retirement of Directors
Upon approval of appointment of the above proposed Directors at the EGM, Mr. Fu Xinghai(付興海) and Mr. An Pindong(安品東) will retire from the position of Director, effective from 31 December 2025. All the aforesaid Directors have confirmed that he has no disagreement with the Board and there is no matter with respect to their retirement that needs to be brought to the attention of the Shareholders.
IV. EGM
The EGM will be convened and held at 2:00 p.m. on 31 December 2025 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. A notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, voting by the Shareholders will be conducted by way of poll.
Whether or not you intend to attend the EGM, you are requested to complete and return the proxy form in accordance with the instructions printed thereon to the Company's H share registrar and transfer office, Computershare Hong Kong Investor Services 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 for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
LETTER FROM THE BOARD
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company shall be taken by poll unless the chairman of the meeting decides in good faith to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement of the poll results will be issued by the Company in the manner specified in Rule 13.39(5) of the Listing Rules after the EGM.
Having made all reasonable enquiries, to the best of the Directors' knowledge, information and belief, no Shareholder has a material interest in the relevant resolutions regarding (1) Directors' remunerations; and (2) re-election of Directors, and as a result, no Shareholder is required to abstain from voting at the EGM.
V. RECOMMENDATIONS
The Directors consider that (1) Directors' remunerations; and (2) re-election of Directors are in the interests of the Company and the Shareholders as a whole.
In view of the above, the Board recommends that the Shareholders vote in favour of the relevant resolutions to be proposed at the EGM.
VI. 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 misleading.
Yours faithfully
By order of the Board of
TIANJIN CAPITAL ENVIRONMENTAL
PROTECTION GROUP COMPANY LIMITED
Tang Fusheng
Chairman
NOTICE OF EXTRAORDINARY GENERAL MEETING
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.
Tianjin Capital Environmental Protection Group Company Limited
天津創業環保集團股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 1065)
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 third 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") at 2:00 p.m. on 31 December 2025 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 circular of the Company dated 9 December 2025 (the "Circular").
AS ORDINARY RESOLUTIONS:
- To consider and approve the resolution in relation to the remuneration of directors of the tenth session of the board of directors of the Company.
- Resolutions on the election of directors:
2.1 To consider and approve the appointment of Mr. Tang Fusheng as an executive director of the tenth session of the board of directors of the Company.
2.2 To consider and approve the appointment of Ms. Nie Yanhong as an executive director of the tenth session of the board of directors of the Company.
2.3 To consider and approve the appointment of Mr. Wang Yongwei as a non-executive director of the tenth session of the board of directors of the Company.
2.4 To consider and approve the appointment of Mr. Li Xiaoguang as a non-executive director of the tenth session of the board of directors of the Company.
EGM – 1
NOTICE OF EXTRAORDINARY GENERAL MEETING
2.5 To consider and approve the appointment of Mr. Liu Tao as a non-executive director of the tenth session of the board of directors of the Company.
2.6 To consider and approve the appointment of Ms. Liu Fei as an independent non-executive director of the tenth session of the board of directors of the Company.
2.7 To consider and approve the appointment of Mr. Wang Shanggan as an independent non-executive director of the tenth session of the board of directors of the Company.
2.8 To consider and approve the appointment of Mr. Xue Tao as an independent non-executive director of the tenth session of the board of directors of the Company.
(For details of the above resolutions, please refer to the Circular.)
By order of the Board
Tang Fusheng
Chairman
Tianjin, the PRC
9 December 2025
As at the date of this notice, Board comprises three executive Directors: Mr. Tang Fusheng, Ms. Nie Yanhong and Mr. Fu Xinghai (employee Director); three non-executive Directors: Mr. Wang Yongwei, Mr. An Pindong and Mr. Liu Tao; and three independent non-executive Directors: Mr. Xue Tao, Mr. Wang Shanggan and Ms. Liu Fei.
Notes:
(1) The holders of shares of the Company (the "Shareholders") whose names appear on the register of members of the Company on 24 December 2025 will be entitled to attend the EGM. The holders of H shares of the Company ("H Shares") are reminded that the Company's register of members of H Shares will be closed from 24 December 2025 to 31 December 2025, both days inclusive, during which 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, Computershare Hong Kong Investor Services 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 23 December 2025. The holder of H Shares whose name appears on the Company's register of members of H Shares on 24 December 2025 or his/her proxy may attend the EGM by bringing his/her own identity card or passport.
(2) Each Shareholder having the right to attend and vote at the EGM is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his/her proxy to attend and vote on his/her behalf at the EGM. If more than one proxies is appointed by a Shareholder, such proxies shall only exercise his/her voting rights on a poll.
EGM – 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
(3) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed proxy form). In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company's H share registrar and transfer office, Computershare Hong Kong Investor Services Limited, 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 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 proxy form.
(5) The EGM is expected to last for half a day. Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.
(6) Important: Voting at the EGM in respect of sub-resolutions No. 2.1 to 2.8 under Resolution No. 2 (namely the resolution in relation to the election of directors) shall be conducted by way of accumulative voting, whereby in respect of the eight sub-resolutions you are entitled to a number of votes equivalent to eight times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the eight candidates under the eight sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed eight times of the number of shares represented by you, otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having abstained from voting.
Please indicate clearly the number of votes that you intend to cast or your intention to abstain from voting in respect of each candidate in the appropriate box against the corresponding resolution. If no direction is given, your proxy is entitled to put down such number of votes as he thinks fit. Unless otherwise directed in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM to be determined by way of accumulative voting in addition to those set out in the EGM Notice.
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 – 3