Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2004

Apr 14, 2004

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

NOTICE FOR CONVENING THE EXTRAORDINARY GENERAL MEETING AND CLASS MEETING FOR HOLDERS OF COMPANY’S H SHARES AND DOMESTIC SHARES FOR THE AMENDMENT OF CERTAIN TERMS FOR THE ISSUE OF A SHARES CONVERTIBLE BONDS OF THE COMPANY

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of members and class meeting for holders of Company’s H Shares (“H Shares class meeting”) and Domestic Shares, respectively (“Domestic Shares class meeting”) for the amendment of certain terms for the issue of A Shares Convertible Bonds of Tianjin Capital Environmental Protection Company Limited (the “Company”) will be held at 4/F., Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the People’s Republic of China (the “PRC”) on 30th May, 2004 at 10:30 am, 11:00 am and 11:30 am, respectively, for the purpose of passing the resolutions as listed below:

• I. As special resolutions:

  1. To consider and approve the amendment of certain terms for the issue of A Shares Convertible Bonds of the Company;

  2. To consider and approve the resolutions of authorizing the board of directors of the Company with full power to issue the A Shares Convertible Bonds and to implement all related matters in respect thereof for submission to the shareholders general meeting.

• II. Resolutions to be passed at the Class Meeting for holders of Company’s H Shares

  1. To consider and approve the amendment of certain terms for the issue of A Shares Convertible Bonds of the Company;

  2. To consider and approve the resolutions of authorizing the board of directors of the Company with full power to issue the A Shares Convertible Bonds and to implement all related matters in respect thereof for submission to the shareholders general meeting.

• III. Resolutions to be passed at the class meeting for holders of Company’s Domestic Shares

  1. To consider and approve the amendment of certain terms for the issue of A Shares Convertible Bonds of the Company;

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1. To consider and approve the resolutions of authorizing the board of directors of the Company with full power to issue the A Shares Convertible Bonds and to implement all related matters in respect thereof.

For details of the above resolutions, please refer to the announcement regarding the resolutions of the 5th Meeting of the third board of the Company on 14th April, 2004.

By order of the Board Fu Yana Ip Pui Sum Company Secretaries

Tianjin, the PRC

14th April, 2004

Notes:

1. The register of members of the Company’s H Shares will be closed from 30th April, 2004 to 30th May, 2004, both days inclusive, for the purpose of determining a Shareholder’s List for the EGM and the H Shares class meeting. The last lodgement for share transfer must be made on 29th April, 2004 at Hong Kong Registrars Limited by or before 4:00 pm;

2. Each Shareholder having the rights to attend and vote at the EGM and/or the Domestic Shares class meeting and/or the H Shares class meeting is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one 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 Proxy Form enclosed). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified. To be valid, the Proxy Form and the notarially certified power of attorney or other documents of authorisation must be delivered to the above legal address of the Company in not less than 24 hours before the time scheduled for the holding of the EGM and/or the Domestic Shares class meeting and/or the H Shares class meeting.

4. Shareholders or proxies who intend to attend the EGM and/or the Domestic Shares class meeting and/or the H Shares class meeting are asked to send the reply slip for attendance duly completed and signed to the Secretarial Office on or before 9th May, 2004 in person, by post or by fax. Please use the Proxy Form or its duplicate in writing.

5. Shareholders or their proxies shall present proofs of their identities upon attending the EGM and/or the Domestic Shares class meeting and/or the H Shares class meeting. Should a proxy be appointed, the proxy shall also present the Proxy Form.

6. The EGM and the Domestic Shares class meeting and the H Shares class meeting are expected to last for about half a day. The shareholders and proxies attending the EGM and/or the Domestic Shares class meeting and/or the H Shares class meeting shall be responsible for their own travelling and accommodation expenses.

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Address of the Company’s office:

No. 45 Guizhou Road, Heping District, Tianjin, the PRC

Postal code: 300051

Telephone: (8622)-23523036

Facsimile: (8622)-23523100

Encl. Reply slip of the extraordinary general meeting and class meeting for holders of Company’s H Shares and Domestic Shares for the amendment of certain terms for the issue of A Shares Convertible Bonds of the Company.

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

(Stock code: 1065)

Extraordinary General Meeting REPLY SLIP

To: Tianjin Capital Environmental Protection Company Limited (the “Company”)

(1) I/We of (as shown in the register of members) being the registered holder(s) of[(2)]

H shares of Rmb1.00 each in the capital of the Company, hereby inform the Company that I/We intend to attend (in person or by proxy) the Extraordinary General Meeting of the Company to be held at 4/F., Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the PRC on 30th May, 2004.

Date: 2004 Signature(s):

Note:

1. Please insert full name(s) and address(es) (as shown in the register of members) in block capital(s);

2. Please insert the number and class of shares registered in your name(s);

3. In order to be valid, this completed and signed reply slip shall be delivered to the address of the Company’s office at No. 45 Guizhou Road, Heping District, Tianjin, the PRC on or before 9th May, 2004. This reply slip may be delivered in the Company by hand, by post, by cable or by facsimile.

Class Meeting for holders of Company’s H Shares REPLY SLIP

To: Tianjin Capital Environmental Protection Company Limited (the “Company”)

I/We[(1)] of

(as shown in the register of members) being the registered shareholder(s) of[(2)]

H shares of Rmb1.00 each in the capital of the Company, hereby inform the Company that I/We intend to attend (in person or by proxy) the H Shares Class General Meeting of the Company to be held at 4/F., Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the PRC on 30th May, 2004.

Date: 2004 Signature(s):

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Note:

1. Please insert full name(s) and address(es) (as shown in the register of members) in block capital(s).

2. Please insert the number and class of shares registered in your name(s).

3. In order to be valid, this completed and signed reply slip shall be delivered to the address of the Company’s office at No. 45 Guizhou Road, Heping District, Tianjin, the PRC on or before 9th May, 2004. This reply slip may be delivered to the Company by hand, by post, by cable or by facsimile.

Class Meeting for holders of Company’s Domestic Shares REPLY SLIP

To: Tianjin Capital Environmental Protection Company Limited (the �Company�)

I/We[(1)] of

(as shown in the register of members) being the registered shareholder(s) of[(2)]

domestic shares of Rmb1.00 each in the capital of the Company, hereby inform the Company that I/We intend to attend (in person or by proxy) the Domestic Shares Class General Meeting of the Company to be held at 4/F., Conference Room, Tianjin Capital Environmental Protection Company Limited, 45 Guizhou Road, Heping District, Tianjin, the PRC on 30th May, 2004.

Date:

2004 Signature(s):

Note:

1. Please insert full name(s) and address(es) (as shown in the register of members) in block capital(s).

2. Please insert the number and class of shares registered in your name(s).

3. In order to be valid, this completed and signed reply slip shall be delivered to the address of the Company’s office at No. 45 Guizhou Road, Heping District, Tianjin, the PRC on or before 9th May, 2004. This reply slip may be delivered to the Company by hand, by post, by cable or by facsimile.

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

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