Tianjin Capital Environmental Protection : ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE 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)

ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE 2019

SECOND 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 16 September 2019 in relation to the guarantee for the loan granted to Chibi Company, 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"), and the circular dated 21 November 2019 (the "Circular").

1. Convening and attendance of the meeting:

The 2019 Second Extraordinary General Meeting (the "EGM") of Tianjin Capital Environmental Protection Group Company Limited (the "Company") was held at 2:00 p.m. on 16 December 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 9 Shareholders of the Company (the "Shareholders") and their proxies holding 763,757,948 Shares, representing 53.5134% of the total number of Shares with voting rights of the Company, attended the EGM. Among them, 8 Shareholders were Shareholder of A Shares and their proxies holding 719,154,122 Shares, representing 50.3882% of the total number of Shares with voting rights of the Company, while 1 Shareholder was Shareholder of H Shares and its proxy holding 44,603,826 Shares, representing 3.1252% 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.

Ms. Niu Jing, the internal auditor of the Company, Mr. Xiang Yang 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.

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1. Resolutions considered:
   Special resolutions considered and passed at the EGM were as follows:
2. 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.
      763,369,248 Shares in favour, representing 99.9491% of the total number of Shares with voting rights held by Shareholders who attended this meeting;
      388,700 Shares in objection, representing 0.0509% 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.
      718,765,422 A Shares in favour, 388,700 A Shares in objection, 0 A Share in abstention;
      44,603,826 H Shares in favour, 0 H Share in objection, 0 H Share in abstention.
3. Legal opinions issued by the Lawyers:
4. 1. Name of law firm: Beijing Deheng (Tianjin) Law Offices
   2. Witness lawyers: Liu Haijing 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.

4, Documents available for inspection:

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 Second Extraordinary General Meeting of the Company issued by Beijing Deheng (Tianjin) Law Offices.

By order of the Board

Liu Yujun

Chairman

Tianjin, the PRC

16 December 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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