Tianjin Capital Environmental Prtctn : ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE 2019 FIRST 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)

ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE

2019 FIRST EXTRAORDINARY GENERAL MEETING

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcement of the Company dated 21 June 2019 in relation to the guarantee for the loan granted to Jinning Company, the announcement dated 16 July 2019 in relation to (1) the proposed issuance of the Green Short-term Financing Bonds and (2) the proposed issuance of the Green Medium-term Notes, the announcements dated 24 July 2019 in relation to the guarantee for Project Companies' financing and the guarantee for the loan granted to HBGJTC (the "Announcements") and the circular of the Company dated 20 August 2019 (the "Circular").

1. Convening and attendance of the meeting:

The 2019 First Extraordinary General Meeting (the "EGM") of Tianjin Capital Environmental Protection Group Company Limited (the "Company") was held at 2:00 p.m. on 10 September 2019 at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People's Republic of China (the "PRC"). A total of 10 Shareholders of the Company (the "Shareholders") and their proxies holding 772,030,871 Shares, representing 54.0930% of the total number of Shares with voting rights of the Company, attended the EGM. Among them, 9 Shareholders were Shareholder of A Shares and their proxies holding 717,339,222 Shares, representing 50.2610% of the total number of Shares with voting rights of the Company, while 1 Shareholder was Shareholder of H Shares and its proxy holding 54,691,649 Shares, representing 3.8320% of the total number of Shares with voting rights of the Company. The procedures for convening the EGM and voting were in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. Mr. Liu Yujun, the Chairman of the Company, presided at the EGM. The Company has 9 directors (the "Directors") and all have attended the EGM. The Company has 6 supervisors (the "Supervisors") and all have attended the EGM. The senior management, lawyers and internal auditors of the Company have attended the EGM.

As at the date of the EGM, the total number of issued Shares of the Company entitling the holders to attend and vote for or against the resolutions at the EGM is 1,427,228,430 Shares.

There were no Shares of the Company (i) entitling the holder to attend and abstain from voting in favour of; or (ii) of which the holder is required under the Listing Rules to abstain from voting on the resolutions at the EGM. No Shareholders have stated their intention in the Announcements and the Circular to vote against the resolutions or to abstain from voting at the EGM.

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Ms. Niu Jing, the internal auditor of the Company, Ms. Cui Yan and Mr. Liu Yujun, the Shareholder representatives, and Ms. Wu Baolan, the Supervisor of the Company, were appointed as the scrutineers for the vote-taking of the poll of the EGM.

2. Resolutions considered:

Special resolutions considered and passed at the EGM were as follows:

1. To consider and approve the application by the Company to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of the Green Short-term Financing Bonds.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention; 54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
2. To consider and approve the proposal of issuance of Green Short-term Financing Bonds:
   2.1 Issue size of the Green Short-term Financing Bonds: Principal amount of not more than RMB1,000,000,000.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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1. Term of the Green Short-term Financing Bonds: One year.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
2. Method of issuance of the Green Short-term Financing Bonds: The Company's plan to issue the Green Short-term Financing Bonds in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
3. Interest rate of the Green Short-term Financing Bonds: Interest rate of the Green Short-term Financing Bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest to be repaid in one lump sum upon the maturity date.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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1. Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries) and replenishing their working capital.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
2. Source of funds for the repayment of principal and the payment of interests: The Company's operating income throughout the terms of the Green Short-term Financing Bonds.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

3. To consider the authorization to the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Green Short-term Financing Bonds.

772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.

717,325,422 A Share in favour, 13,800 A Shares in objection, 0 A Share in abstention; 54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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1. To consider and approve the application by the Company to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of the Green Medium-term Notes.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention; 54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
2. To consider and approve the proposal of issuance of Green Medium-term Notes:
3. 1. Issue size of the Green Medium-term Notes: Principal amount of not more than RMB1,000,000,000.
      772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
      13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
      0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
      717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
      54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
   2. Term of the Green Medium-term Notes: Not exceeding 10 years.
      772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
      13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
      0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
      717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
      54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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1. Method of issuance of the Green Medium-term Notes: The Company's plan to issue the Green Medium-term Notes in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
2. Interest rate of the Green Medium-term Notes: Interest rate of the Green Medium- term Notes shall be a fixed rate, and the issue rate is determined through book- building. Interest is calculated on an annual basis with interest paid annually.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
3. Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries), project construction and replenishing their working capital.
   772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
   0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.
   717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;
   54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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5.6 Source of funds for the repayment of principal and the payment of interests: The Company's operating income throughout the terms of the Green Medium-term Notes.

772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.

717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention;

54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

6. To consider the authorization to the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Green Medium-term Notes.

772,017,071 Shares in favour, representing 99.9982% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

0 Share in abstention, representing 0% of the total number of Shares with voting rights held by Shareholders who attended this meeting.

717,325,422 A Shares in favour, 13,800 A Shares in objection, 0 A Share in abstention; 54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

Ordinary resolution considered and passed at the EGM were as follows:

1. To consider the total guarantees of the Company for the loan granted to its subsidiaries not exceeding RMB1,107,766,400 and the matters relating to the authorization to the board and general manager of the Company.

772,016,371 Shares in favour, representing 99.9981% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

13,800 Shares in objection, representing 0.0018% of the total number of Shares with voting rights held by Shareholders who attended this meeting;

700 Shares in abstention, representing 0.0001% of the total number of Shares with voting rights held by Shareholders who attended this meeting.

717,324,722 A Shares in favour, 13,800 A Shares in objection, 700 A Shares in abstention;

54,691,649 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.

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1. Legal opinions issued by the Lawyers:
2. 1. Name of law firm: Beijing Deheng (Tianjin) Law Offices
   2. Witness lawyers: Zheng Zhonghua and Sun Yuanyuan, Solicitors
   3. Summarised opinion: Procedures for the convening and holding of the Company's EGM, qualifications of the persons attending the EGM and the convenor of the EGM, and the procedures for voting were in compliance with the laws and regulations and the relevant requirements under the Articles of Association of the Company, and all resolutions thereby passed at the EGM are legally valid.
3. Documents available for inspection:
4. 1. Resolutions of the EGM signed and confirmed by the Directors and recorder attending the meeting and affixed with the seal of the Board; and
   2. Legal opinion in respect of the 2019 First Extraordinary General Meeting of the Company issued by Beijing Deheng (Tianjin) Law Offices.

By order of the Board

Liu Yujun

Chairman

Tianjin, the PRC

10 September 2019

As at the date of this announcement, 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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