Rego Interactive Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2003

Dec 23, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Announcement of the Resolutions passed at the Extraordinary General Meeting of the Company

Summary

The 2003 extraordinary general meeting (the “EGM”) of Tianjin Capital Environmental Protection Company Limited (the “Company”) was held at 10:30 a.m. on 20th December, 2003 at the Conference Room, Level 2, Sheraton Tianjin Hotel, Zi Jin Shan Road, He Xi District, Tianjin, the People’s Republic of China (the “PRC”).

All the resolutions stated in the notice for convening the EGM dated 3rd November, 2003 were passed at the EGM.

The EGM of the Company was held at 10:30 a.m. on 20th December, 2003 at the Conference Room, Level 2, Sheraton Tianjin Hotel, Zi Jin Shan Road, He Xi District, Tianjin, the PRC. The EGM was attended by members of the Company in persons or by proxies holding approximately 860.561 million shares, representing approximately 64.70% of the Company’s share capital. The procedures for convening the EGM are in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. The EGM was chaired by Ms. Ma Bai Yu, the chairman of the Company. The directors, supervisors, senior management officers, nominees of the third board of directors and the third supervisory committee of the Company attended the EGM, whilst the solicitor of the Company was present in the EGM.

Ordinary resolutions passed at the EGM were as follows:-

1. To consider and approve the proposal in respect of the election of six nominees as members of the third board of directors (one of whom is Ms. Ma Baiyu) of the Company and the election of Mr. Ko Po Ming as an independent non-executive director of the third board of directors of the Company.

Ms. Ma Baiyu:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

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Mr. Gu Qifeng:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

Mr. An Pindong:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

Mr. Wang Zhanying:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

Ms. Fu Yana:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

Mr. Tan Zhaofu:

860.561 million votes in favour, was elected as a director of the third board of directors of the Company.

Mr. Ko Po Ming:

860.561 million votes in favour, was elected as an independent non-executive director of the third board of directors of the Company.

The term of office of the above directors is three years, commencing from the last day of this Extraordinary General Meeting. Mr. Zhu Min, Mr. Wang Yueqing, Mr. Zhang Wenhui and Mr. Chan Boon Teong, who were the Second Board members of the Company, will not serve in the next term. During their terms of office, they were diligent and made contribution to the board of the Company. The terms of office of Mr. Gao Zongze and Mr. Wang Xiangfei, who were the independent directors of the Second Board, have not finished and they will continue to serve for the Third Board as independent directors of the Company.

1. To consider and approve the proposal in respect of the remuneration for members of the third board of directors of the Company.

860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

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1. To consider and approve the proposal in respect of the application of Mr. Wang Zhanying for the resignation as a supervisor of the Company.

   • 860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

2. To consider and approve the proposal in respect of the election of four nominees as supervisors of the third supervisory committee (one of whom is Mr. Zhang Wenhui).

Mr. Zhang Wenhui:

860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

Mr. Wen Qiuli:

860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

Mr. Nie Youzhuang:

860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

Ms. Hou Xiaojian:

860.561 million shares vote in favour, constitute 100% of total voting shares of attending shareholders or proxies; 0 share votes against; 0 share votes abstaining.

Ms. Yu Ruihua, Mr. Shi Chunhua, Mr. Wang Zhanying and Mr. Chen Baosen, who were the Second Supervisory Committee members of the Company, will not serve in the next term. During their terms of office, they were diligent and made contribution to the Supervisory Committee of the Company. The terms of office of Mr. Wang Hui and Mr. Zhang Mingqi, who were the supervisors of the Second Supervisory Committee, have not finished and they will continue to serve for the Third Supervisory Committee as supervisors.

Special Resolution passed at the EGM was as follows:-

1. To consider and approve the “Rules Governing the Procedures for Operating the Meeting of the Board of Directors” as amended of the Company.

   • 851.819 million shares vote in favour, constitute 98.98% of total voting shares of attending shareholders or proxies; 0 share votes against; 8.742 million shares vote abstaining, constitute 1.02% of total voting shares of attending shareholders or proxies.

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1. To consider and approve the “Rules Governing the Procedures for Operating the Shareholders’ General Meeting” as amended of the Company.

851.819 million shares vote in favour, constitute 98.98% of total voting shares of attending shareholders or proxies; 0 share votes against; 8.742 million shares vote abstaining, constitute 1.02% of total voting shares of attending shareholders or proxies.

1. To consider and approve the “Articles of Association of the Company” as amended of the Company.

851.819 million shares vote in favour, constitute 98.98% of total voting shares of attending shareholders or proxies; 0 share votes against; 8.742 million shares vote abstaining, constitute 1.02% of total voting shares of attending shareholders or proxies.

The Company’s PRC lawyer, Zhang Tao of Jun He Law Offices, considers that the procedures for the convening and holding of the EGM, qualifications of the persons attending the meeting and the procedures for voting were in compliance with the laws and regulations and the requirements under the “Articles of Association”, resolutions thereby made at the EGM were legally valid.

By order of the Board Ma Baiyu Chairman Tianjin, the PRC, 20th December, 2003

Please also refer to the published version of this announcement in The Standard.

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