Tianjin Capital Environmental Protection : NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL 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 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 second extraordinary general 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 16 December 2019 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 announcement of the Company dated 16 September 2019 in relation to the guarantee for the loan granted to Chibi Company and the announcement of the Company dated 25 October 2019 in relation to the guarantee for Project Companies' financing and the authorization to the Board (the "Announcements").

1. As special resolution:

1. To consider the additional Guarantees of the Company for the loans granted to its subsidiaries not exceeding the total amount of RMB2,000,000,000 and the matters relating to the authorization to the Board:

1. To consider the guarantee for the loan granted to Chibi Company not exceeding the amount of RMB143,580,000;
2. To consider the guarantee for the loan granted to Fuyang Company not exceeding the amount of RMB122,800,000; and
3. To consider the guarantees of the Company for the loan granted to its new subsidiaries within the scope of the consolidated financial statements established from 25 October 2019 to the date of the 2019 Annual General Meeting of the Company not exceeding the amount of RMB1,733,620,000.

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

By order of the Board

Liu Yujun

Chairman

Tianjin, the PRC

31 October 2019

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu

Bo; three non-executive Directors: Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong; and three independent

non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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Notes:

1. The holders of shares (the "Shareholders") whose names appear on the register of members at 4:30 p.m. on 15 November 2019 will be entitled to attend the general meeting. 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 16 November 2019 to 16 December 2019, 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 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 15 November 2019. 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 15 November 2019 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.
2. Each Shareholder having the rights to attend and vote at the general meeting is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the general meeting. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.
3. The principal Shareholders shall appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). The form of proxy shall be signed by the principal or his attorney as authorized. In the event that the form of proxy 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 power of attorney or other authorization documents as notarised and the form of proxy 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 general meeting.
4. Shareholders who intend to attend the general meeting should complete and return the completed and signed reply slip for attendance to 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 office of the secretary of the Board at the Company's principal office address on or before 25 November 2019 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.
5. Shareholders or their proxies shall present proofs of their identities upon attending the general meeting. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his attorney.
6. The general meeting is expected to last for about half a day. The Shareholders and their proxies attending the general 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: [phone]

Facsimile: 86-22-23930126

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