Tianjin Capital Environmental Protection : PROXY FORM FOR USE AT THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 1065)

PROXY FORM FOR USE AT THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

The number of H shares to which this proxy form relates(Note 1)

I/We(note 2)

of

being the registered holders of(note 1)

H shares (the "Shares") of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Group Company Limited (the "Company"), is/are the shareholder(s) of the Company, and HEREBY APPOINT THE CHAIRMAN OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING or(note 3)as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the 2020 first extraordinary general meeting (the "EGM") (or

at any adjournment thereof) of the Company to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC at 2:00 p.m. on 7 September 2020, and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit.

Resolutions

For(note 4)

Against (note 4)

Abstention(note 4)

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):
2. 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 profit; and
   10. Validity period of the resolution.
3. To consider and approve the proposal in relation to the proposed Non-public Issuance of A Shares (2020).
4. To consider and approve the proposal in relation to feasibility report on the use of proceeds from the Non-public Issuance of A Shares.
5. To consider and approve the proposal in relation to the Shareholders' Return Plan for the coming three years (2020-2022) of the Company.
6. 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):
7. 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.
8. 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 between the Company, Yangtze Ecology and Three Gorges Capital.
9. 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.
10. 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.
11. To consider and approve the proposal in relation to the authorization granted to the Board and its authorized representative(s) to deal with matters related to the Non-public Issuance of A Shares.

Resolutions

For(note 4)

Against (note 4)

Abstention(note 4)

Ordinary Resolutions

1. To consider and approve the proposal in relation to the satisfaction of the criteria for Non-public Issuance of A Shares.
2. To consider and approve the proposal in relation to the undertakings of the controlling shareholders, indirect controlling shareholders, the Directors and the senior management of the Company in relation to implementation of the measures to fill the diluted current returns.
3. To consider and approve the proposals of the Non-public Issuance of A Shares which constitute connected transactions (as defined in Shanghai Listing Rules), the details of which are as follows (each to be considered and approved by way of separate ordinary resolution):
4. 1. The proposal in relation to the Proposed Introduction of the Strategic Investor Subscription which constitutes connected transaction (as defined in the Shanghai Listing Rules); and
   2. The proposal in relation to the Proposed TMICL Subscription which constitutes connected transaction (as defined in the Shanghai Listing Rules).

Date:

2020

Signature(s)(note 5):

Notes:

1. Please insert the number of shares (the "Shares") in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s).
2. Please insert the full name(s) in Chinese and English and address(es) (as shown in the register of members of the Company) in block capital(s).
3. If any proxy other than the Chairman of the EGM is preferred, strike out "the Chairman of the 2020 First Extraordinary General Meeting or" and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the EGM. The proxy needs not be a member of the Company. Any alteration made to this proxy form must be signed by the person who signs it.
4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked "For". If you wish to vote against a resolution, tick in the box marked "Against". If you wish to abstain from voting on a resolution, tick in the box marked "Abstention". Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those set out in the notice convening the EGM.
5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorized in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.
6. In order to be valid, this 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 address, 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 or any adjournments thereof.
7. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy.
8. Completion and delivery of this proxy form will not prelude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
9. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.
10. The proxy needs not be a member of the Company but must attend the EGM in person to represent you.
11. Content of the resolutions contained in this proxy form is a summary only, full text of which is set out in "Notice of 2020 First Extraordinary General Meeting". For details of the aforementioned resolutions, please refer to the relevant announcement and overseas regulatory announcements of the Company dated 13 July 2020.