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.

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

(Stock Code: 1065)

NOTICE OF 2020 FIRST H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2020 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 7 September 2020 at 3:00 p.m. (or immediately after the 2020 first A shareholders' class meeting of the Company to be held on the same date and at the same place) 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 dated 13 July 2020 (the "Announcement") of the Company.

As special resolutions:

1. To consider and approve the proposal in relation to the Non-public Issuance of A Shares (2020), the major details of which are as follows (each to be considered and approved by way of separate special resolution):

  1. Class and par value of shares to be issued;
  2. Method and time of issuance;
  3. Target of issuance and method of subscription;
  4. Issue price and pricing principle;
  5. Number of shares issued, amount of funds raised and subscription;
  6. Use of proceeds;
  7. Lock-uparrangement;
  8. Place of listing;
  9. Arrangement relating to the accumulated undistributed profits; and
  10. Validity period of the resolution.

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  1. To consider and approve the proposal in relation to the proposed Non-public Issuance of A Shares (2020).
  2. To consider and approve the proposal in relation to feasibility report on the use of proceeds from the Non-public Issuance of A Shares.
  3. To consider and approve the proposal in relation to the Shareholders' Return Plan for the coming three years (2020-2022) of the Company.
  4. To consider and approve the proposal in relation to the introduction of Yangtze Ecology and Three Gorges Capital as the Strategic Investors of the Company by the Company, the major details of which are as follows (each to be considered and approved by way of separate special resolution):
    1. The proposal in relation to the introduction of Yangtze Ecology as the Strategic Investor of the Company; and
    2. The proposal in relation to the introduction of Three Gorges Capital as the Strategic Investor of the Company.
  5. To consider and approve the proposal in relation to the conditional agreement on Introduction of Strategic Investors and subscription of Non-public Issuance of Shares entered into between the Company, Yangtze Ecology and Three Gorges Capital.
  6. To consider and approve the proposal in relation to the conditional agreement for subscription of Non-public Issuance of A Shares entered into between the Company and
    TMICL.
  7. To consider and approve the proposal in relation to the risk alert on the dilution of the current returns due to the Non-public Issuance of A Shares and the relevant remedial measures.

For details of the above resolutions, please refer to the Announcement and the relevant overseas regulatory announcements of the Company dated 13 July 2020.

By order of the Board

Liu Yujun

Chairman

Tianjin, the PRC

24 July 2020

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. Gu Wenhui, 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 H shares (the "H Shareholders") whose names appear on the register of members at 4:30 p.m. on 7 August 2020 will be entitled to attend the H Shareholders' Class Meeting. The register of members of the Company's H Shares will be closed from 8 August 2020 to 7 September 2020, 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 Shares 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 7 August 2020. 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 7 August 2020 or his/her proxy may attend the H Shareholders' Class Meeting by bringing his/her own identity card or passport.
  2. Each Shareholder having the rights to attend and vote at the H Shareholders' Class 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 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 form of proxy). In order to be valid, the form of proxy and, if such form of proxy 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, 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.
  5. The H Shareholders' Class Meeting is expected to last for about half a day. The Shareholders and their proxies attending the H Shareholders' Class 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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Tianjin Capital Environmental Protection Co. Ltd. published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2020 08:50:10 UTC