Tianjin Tianbao Energy : CIRCULAR OF THE 2020 ANNUAL GENERAL MEETING; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

April 23, 2021 at 05:16 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your securities broker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Tianbao Energy Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, securities broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Tianjin Tianbao Energy Co., Ltd.*

天津天保能源股份有限公司

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

(Stock Code: 1671)

REPORT OF THE BOARD FOR THE YEAR 2020,

REPORT OF THE SUPERVISORY BOARD FOR THE YEAR 2020,

ANNUAL REPORT FOR THE YEAR 2020,

AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020,

FINAL FINANCIAL ACCOUNTS FOR THE YEAR 2020,

FINANCIAL BUDGET FOR THE YEAR 2021,

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020,

REMUNERATION PLAN FOR DIRECTORS FOR THE YEAR 2021, REMUNERATION PLAN FOR SUPERVISORS FOR THE YEAR 2021, RE-APPOINTMENT OF THE COMPANY'S AUDITORS FOR THE YEAR 2021, THE "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF

THE COMPANY,

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF

THE BOARD MEETING,

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF

THE GENERAL MEETING,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,

GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

The letter from the Board is set out on pages 3 to 12 of this circular.

A notice dated April 23, 2021 convening the AGM to be held at 10 a.m. on June 10, 2021 (Thursday) at the meeting room, 3/F, No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC is set out on pages 42 to 45 of this circular.

The proxy form for the AGM has been posted to you on April 23, 2021. Whether or not you are able to attend the AGM in person, you are requested to complete and return the applicable proxy form in accordance with the instructions printed thereon as soon as possible, but in any event not less than 24 hours before the time scheduled for holding the relevant meeting (or any adjournment thereof). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the relevant meeting or any adjournment thereof if you so desire.

For identification purpose only

April 23, 2021

		CONTENTS
			Page
DEFINITIONS .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	"14TH FIVE-YEAR" STRATEGIC DEVELOPMENT
		PLAN OF THE COMPANY . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX II	-	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE BOARD MEETING . . . . . . .	22
APPENDIX III	-	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE GENERAL MEETING . . . . .	24
APPENDIX IV	-	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	42

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"	the 2020 annual general meeting of the Company to be
	held by the Company at the meeting room, 3/F, No. 35
	Haibinba Road, Tianjin Port Free Trade Zone, Tianjin
	City, the PRC at 10 a.m. on June 10, 2021 (Thursday)
"Articles of Association"	the articles of association of the Company (as amended,
	modified or otherwise supplemented from time to time)
"Board"	the board of Directors
"Company"	Tianjin Tianbao Energy Co., Ltd.* (天津天保能源股份有
	限公司), a joint stock company with limited liability
	incorporated in the PRC on February 28, 2017, and the H
	Shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 1671)
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"H Share(s)"	overseas-listed ordinary share(s) with a nominal value of
	RMB1.00 each in the share capital of the Company,
	which are listed and traded on the Main Board of the
	Stock Exchange
"H Share Registrar"	Computershare Hong Kong Investor Services Limited,
	the H Share registrar of the Company
"H Shareholder(s)"	holder(s) of H Shares
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Hong Kong dollar(s)"	the lawful currency of Hong Kong, Hong Kong dollars
or "HKD"

- 1 -

	DEFINITIONS
"Issue Mandate"	a general mandate proposed to be granted to the Board by
	the Shareholders at the AGM to issue not more than 20%
	of the H Shares in issue as at the date of passing the
	relevant special resolution of the Company, at any time
	during the period specified in the relevant special
	resolutions set out in the notice of the AGM, and make
	corresponding amendments to the Article of Association
	as and when deemed appropriate
"Latest Practicable Date"	April 16, 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Main Board"	the stock exchange (excluding the option market)
	operated by the Stock Exchange which is independent
	from and operated in parallel with the GEM of the Stock
	Exchange
"PBOC"	the People's Bank of China (中國人民銀行)
"PRC"	the People's Republic of China
"RMB"	the lawful currency of the PRC, Renminbi, the basic unit
	of which is "yuan"
"Share(s)"	ordinary share(s) in the share capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Board"	the board of Supervisors

For identification purpose only

- 2 -

LETTER FROM THE BOARD

Tianjin Tianbao Energy Co., Ltd.*

天津天保能源股份有限公司

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

(Stock Code: 1671)
Executive Directors:	Registered Address in the PRC:
Mr. ZHOU Shanzhong (Chairman)	No. 35 Haibinba Road
Mr. XING Cheng	Tianjin Port Free Trade Zone
Mr. MAO Yongming	Tianjin City
Non-executive Directors:	PRC

Mr. WANG Xiaotong	Head Office/Principal Place of Business
Ms. DONG Guangpei	in the PRC:
	No. 35 Haibinba Road
Independent Non-executive Directors:	Tianjin Port Free Trade Zone
Mr. CHAN Wai Dune	Tianjin City
Mr. HAN Xiaoping	PRC

Ms. YANG Ying

Principal Place of Business

in Hong Kong:

40th Floor, Dah Sing Financial Centre

No. 248 Queen's Road East

Wanchai, Hong Kong

April 23, 2021

To the Shareholders,

Dear Sir/Madam,

REPORT OF THE BOARD FOR THE YEAR 2020,

REPORT OF THE SUPERVISORY BOARD FOR THE YEAR 2020,

ANNUAL REPORT FOR THE YEAR 2020,

AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020,

FINAL FINANCIAL ACCOUNTS FOR THE YEAR 2020,

FINANCIAL BUDGET FOR THE YEAR 2021,

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020,

THE COMPANY,

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF

THE BOARD MEETING,

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF

THE GENERAL MEETING,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,

GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

For identification purpose only

- 3 -

LETTER FROM THE BOARD

INTRODUCTION

The purposes of this circular are to give Shareholders the notice of the AGM and information on matters to be dealt with at the AGM, and to provide Shareholders with information in relation to, among others:

Report of the Board for the year 2020;
Report of the Supervisory Board for the year 2020;
The annual report of the Company for the year 2020;
The audited financial statements of the Group as of, and for the year ended, December 31, 2020;
The final financial accounts of the Group for the year ended December 31, 2020;
The financial budget of the Company for the year 2021;
Profit distribution plan for the year 2020;
Remuneration plan for Directors for the year 2021;
Remuneration plan for Supervisors for the year 2021;
Re-appointmentof KPMG as the Company's auditors for the year 2021;
The "14th Five-Year" strategic development plan of the Company;
Proposed amendments to the rules of procedures of the Board meeting;
Proposed amendments to the rules of procedures of the general meeting;
Proposed amendments to the Articles of Association; and
General mandate to the Board for allotting, issuing and dealing with additional H Shares during the relevant period.

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LETTER FROM THE BOARD

ORDINARY RESOLUTIONS

Report of the Board for the year 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board for 2020, the text of which is set out in the Company's 2020 annual report despatched by the Company.

Report of the Supervisory Board for the year 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Board for 2020, the text of which is set out in the Company's 2020 annual report despatched by the Company.

The annual report of the Company for the year 2020

An ordinary resolution will be proposed at the AGM to approve the Company's annual report for the year 2020, which has been despatched by the Company.

The audited financial statements of the Group as of, and for the year ended, December 31,

2020

An ordinary resolution will be proposed at the AGM to approve the Group's audited financial statements as of, and for the year ended, December 31, 2020, the text of which is set out in the Company's 2020 annual report despatched by the Company.

The final financial accounts of the Group for the year ended December 31, 2020

An ordinary resolution will be proposed at the AGM to approve the Group's final financial accounts for the year 2020. A summary of the Group's final financial accounts prepared under the International Financial Reporting Standards is as follows:

1. Revenue and Profit

As set out in the financial statements, the Group recorded a consolidated operating income of RMB482.072 million, cost of sales of RMB407.449 million and profit before tax of RMB38.817 million in 2020, of which the profit for the year amounted to RMB29.476 million and profit for the year attributable to the parent amounted to RMB17.510 million.

2. Cash Flow

As set out in the financial statements, the Group recorded a net cash generated from operating activities of RMB104.132 million, a net cash used in investing activities of RMB78.278 million, and a net cash used in financing activities of RMB31.556 million in 2020. Net decrease in cash and cash equivalents amounted to RMB5.702 million.

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LETTER FROM THE BOARD

3. Assets and Liabilities

As set out in the financial statements, the Group had total assets of RMB810.313 million, total liabilities of RMB391.682 million and total equity of RMB418.631 million.

The financial budget of the Company for the year 2021

In response to the strategic development and business expansion, the Company intends to set a budget of capital expenditure amounting to approximately RMB53.961 million for 2021, which will be mainly used for the contractual energy management projects, distributed photovoltaic power generation projects and information construction projects.

An ordinary resolution will be proposed at the AGM to approve the Company's financial budget for the year 2021.

Profit distribution plan for the year 2020

According to the Articles of Association, an ordinary resolution will be proposed by the Board at the AGM to approve the profit distribution plan of the Company.

According to the Articles of Association, the profit distribution policy of the Company was implemented based on the lesser of the after-tax profits in the two financial statements which were prepared under PRC accounting standards and international accounting standards, respectively. In addition, according to the dividend policy adopted by the Company, subject to the relevant laws and regulations of the PRC and Hong Kong and relevant factors, and in absence of any adverse circumstances which might reduce the profits that are distributable whether by losses or otherwise, the Company will distribute 30% to 50% of its profit for the year to its Shareholders as distribution of annual dividends in a financial year.

As audited in the year 2020, the profit attributable to Shareholders of the Company for the year 2020 amounted to RMB17,509,510.99. The Board recommended a payment of final dividend of RMB0.05 (inclusive of tax) per Share for the year 2020 to the Shareholders as of the record date for payment of dividend (the record date). The final dividend distribution ratio for the year was determined after taking into consideration of various factors such as the operation performance for the year 2020. In the future, the Company will continue to take into consideration the results of operations, cash flows and financial condition, operating and capital expenditure requirements, distributable profits as determined under PRC accounting standards or international accounting standards (whichever is lower), the Articles of Association, the PRC Company Law and any other applicable PRC law and regulations and other factors that the Board may consider relevant. Also, a decision to declare or to pay any dividends shall be subject to the principle that the normal operation of the Group will not be affected.

The profit distribution plan has been approved by the Board in the Board meeting held on March 26, 2021.

- 6 -

LETTER FROM THE BOARD

If the proposed profit distribution plan is approved by the Shareholders at the AGM, the distributable dividends will be distributed on or around August 3, 2021 in cash to the Shareholders which appear in the register of the Company on June 21, 2021 (i.e. the record date). The cash dividend for the year 2020 shall be denominated and declared in RMB on the basis of RMB0.05 (inclusive of tax) per Share. The dividends shall be paid by the Company to the holders of the Shares in RMB or Hong Kong dollars but denominated in RMB. The exchange rate of RMB into Hong Kong dollar shall be calculated based on the mean of the exchange rates of Hong Kong dollar to RMB as published by the PBOC during the five working days from and inclusive of the date on which the AGM of the Company is convened.

The register of members of the Company in respect of the H Shares will be closed from June 17, 2021 to June 21, 2021 (both days inclusive). In order to qualify for receiving the dividend, holders of H Shares must lodge the transfer documents accompanied by the relevant share certificates with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on June 16, 2021.

Matters in relation to the proposed final dividend and income tax withheld in respect of dividends to be received by overseas non-resident individual/enterprise Shareholders:

Non-resident enterprise Shareholders

Pursuant to the PRC Enterprise Income Tax Law and its relevant implementation ordinances, the enterprise income tax shall be withheld for payment at the rate of 10% for non-resident enterprise Shareholders whose names appear on the register of members of the Company in respect of H Shares. Any H Shares registered in the name of non-individual Shareholders, including HKSCC Nominees Limited, other nominees or trustees, or other organizations or groups, will be treated as Shares being held by non-resident enterprise Shareholders, and consequently the dividends payable on such shares will be subject to the withholding of the enterprise income tax.

Non-resident individual Shareholders

According to the PRC Individual Income Tax Law, the PRC Regulations for Implementation of the Individual Income Tax Law and other relevant laws and regulations, the Company is required to withhold non-resident individual income tax for non-resident individual holders of H Shares. However, the Notice of the Ministry of Finance and the State Administration of Taxation on Certain Policies Regarding Individual Income Tax (《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》) which has taken effect since May 13, 1994 (the "1994 Notice") grants an exemption to foreign individuals from PRC individual income tax on dividend from foreign-invested enterprises. Since the Company has obtained the record-filing receipt for the incorporation of foreign-invested enterprises and has completed the registration processes with relevant industrial and commercial administration in November 2018, the Company is a foreign-invested enterprise and so the non-resident individual holders of H Shares whose names appear on the register of members of the Company in respect of H

- 7 -

LETTER FROM THE BOARD

Shares are not required to pay PRC individual income tax when the Company distributes the 2020 final dividend based on the 1994 Notice. Therefore, the Company will not withhold any amount of the 2020 final dividend to be distributed to the non-resident individual holders of H Shares to pay the PRC individual income tax.

The Company will, based on the registered address of individual holders of H Shares recorded in the register of members of the Company in respect of H Shares on June 21, 2021, determine their residency. Where the residency of any individual holders of H Shares is inconsistent with their registered address, they shall notify and submit the relevant proof to the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, before 4:30 p.m. on June 16, 2021. The Company disclaims any responsibility arising from any claims due to holders of H Shares of the Company whose residency are not confirmed timely or accurately or any disputes with regard to the tax withholding systems.

According to the Articles of Association, an ordinary resolution will be proposed at the AGM to consider and approve the above profit distribution plan and the final dividend for the year 2020 shall be declared according to the amounts and manners proposed by the Board.

Remuneration plan for Directors for the year 2021

An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan for the Directors for the year ending December 31, 2021 formulated in accordance with the Company's internal policies and relevant regulatory requirements.

Remuneration plan for Supervisors for the year 2021

An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan for the Supervisors for the year ending December 31, 2021 formulated in accordance with the Company's internal policies and relevant regulatory requirements.

Re-appointment of KPMG as the Company's auditors for the year 2021

An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of KPMG as the Company's auditors for 2021 for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine its remuneration.

The "14th Five-Year" strategic development plan of the Company

In order to have an identified development direction, the Company has prepared a strategic development plan for the next five years. Details of the plan are set forth in Appendix I of this circular. The plan shall come into effect upon the approval of the relevant ordinary resolution by the Shareholders at the AGM.

- 8 -

LETTER FROM THE BOARD

Proposed amendments to the rules of procedures of the Board meeting

In light of the proposed amendments to the Articles of Association approved by the Board in the Board meeting held on March 26, 2021, the Company proposed to make amendments to the rules of procedures of the Board meeting to mirror the proposed amendments to the Articles and Association. Please refer to the paragraph headed "Special Resolutions - Proposed amendments to the Articles of Association" of this circular for details. The proposed amendments of the rules of procedures of the Board meeting are set forth in Appendix II of this circular.

The proposed amendments to the rules of procedures of the Board meeting have been approved by the Board in the Board meeting held on March 26, 2021 and the Board considered that such amendments are in the interests of the Company and its Shareholders. An ordinary resolution will be proposed at the AGM to seek for approval of the proposed amendments of the rules of procedures of the Board meeting.

Proposed amendments to the rules of procedures of the general meeting

In light of the proposed amendments to the Articles of Association approved by the Board in the Board meeting held on March 26, 2021, the Company proposed to make amendments to the rules of procedures of the general meeting to mirror the proposed amendments to the Articles and Association. Please refer to the paragraph headed "Special Resolutions - Proposed amendments to the Articles of Association" of this circular for details. The proposed amendments of the rules of procedures of the general meeting are set forth in Appendix III of this circular.

The proposed amendments to the rules of procedures of the general meeting have been approved by the Board in the Board meeting held on March 26, 2021 and the Board considered that such amendments are in the interests of the Company and its Shareholders. An ordinary resolution will be proposed at the AGM to seek for approval of the proposed amendments of the rules of procedures of the general meeting.

SPECIAL RESOLUTIONS

Proposed amendments to the Articles of Association

Based on the completion of the H share "full circulation" of the Company and the regulatory provisions and related requirements of the Company Law of the PRC, in line with the principles of prudence, appropriateness and necessity, the Board proposed to make amendments to the Articles of Association after taking into account the actual situation and operation and development needs of the Company. The proposed amendments of the Articles of Association are set forth in Appendix IV of this circular.

- 9 -

LETTER FROM THE BOARD

The proposed amendments to the Articles of Association have been approved by the Board in the Board meeting held on March 26, 2021 and the Board considered that such amendments are in the interests of the Company and its Shareholders. A special resolution will be proposed at the AGM to seek for approval of the proposed amendments of the Articles of Association.

General mandate to the Board to issue additional H Shares

A special resolution will be proposed at the AGM that the Board be granted the Issue Mandate to exercise the power of the Company to allot, issue or otherwise deal with new H Shares (otherwise than pursuant to the issue of H Shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association) not more than 20% of the number of H Shares in issue as of the date of passing this special resolution, and to authorize the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional H Shares pursuant to such mandate.

As of the Latest Practicable Date, the Company had 159,920,907 H Shares in issue. Assuming that the number of H Shares remains unchanged as at the date of passing this special resolution, the Board will be allowed under the Issue Mandate to issue a maximum of 31,984,181 H Shares, subject to the passing of the special resolution approving the grant of the Issue Mandate to the Board. Meanwhile, the Board is authorized to make necessary amendments to the Articles of Association so as to reflect the new share capital structure upon the allotment or issue of additional H Shares pursuant to such mandate.

The Directors believe that it is in the best interests of the Company and the Shareholders to grant the Issue Mandate to the Board to issue new H Shares. Whilst it is not possible to anticipate in advance any specific circumstances in which the Board might think it appropriate to issue H Shares, the ability to do so would give the Directors the flexibility to capture the opportunity if it so arises.

The Issue Mandate would expire on the earlier of: (a) the conclusion of the next annual general meeting following the passing of this special resolution; (b) the expiration of 12 months after the passing of this special resolution; or (c) the date on which the authorization set out in this special resolution are revoked or amended by a special resolution in a general meeting of the Company.

THE AGM

The Company will convene the AGM at 10 a.m. on June 10, 2021 (Thursday) at meeting room, 3/F, No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC to consider and, if thought fit, to pass resolutions in respect of the matters set out in the notice of the AGM. A form of proxy has been despatched to the Shareholders in accordance with the Listing Rules on April 23, 2021. The notice of the AGM is set out on pages 42 to 45 of this circular.

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LETTER FROM THE BOARD

Whether or not you intend to attend and/or vote at the AGM, you are requested to complete and return the form of proxy in accordance with the instruction printed thereon. If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

Voting by poll at the AGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 102 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she has in the same manner.

Closure of register of members

In order to ascertain the entitlements of the Shareholders to attend the AGM, the register of members of the Company will be closed from June 7, 2021 (Monday) to June 10, 2021 (Thursday) (both days inclusive), during which period no transfer of Shares of the Company will be effected. To be eligible to attend and vote at the AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 4, 2021 (Friday).

In order to ascertain the entitlements of the Shareholders to receive the proposed final dividend, the register of members of the Company will be closed from June 17, 2021 (Thursday) to June 21, 2021 (Monday) (both days inclusive), during which period no transfer of shares of the Company will be effected.

To be eligible to receive the proposed final dividend, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 16, 2021 (Wednesday).

Recommendation

The Board (including independent non-executive Directors) considers that each ordinary resolution and special resolution to be proposed at the AGM is in the interests of the Company and the Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favor of all the resolutions to be proposed at the AGM.

- 11 -

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Tianjin Tianbao Energy Co., Ltd.*

ZHOU Shanzhong

Chairman

Tianjin, the People's Republic of China, April 23, 2021

For identification purpose only

- 12 -

APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

In order to have an identified development direction, the Company has prepared a strategic development plan for the next five years, the main details of which are as follows:

STRATEGIC DEVELOPMENT PLAN OF TIANJIN TIANBAO ENERGY CO., LTD. DURING THE "14TH FIVE-YEAR PLAN" PERIOD

Introduction

The Group was listed on the Hong Kong Stock Exchange in April 2018. The "14th Five-Year" period is the first complete five years that the Group will experience since its listing, and the preparation of the strategic development plan for the coming five years is of vital importance for the future development of the Group. This strategic development plan is prepared by drawing on the development experience and lessons gained during the "13th Five-Year Plan" period, by taking into full consideration the internal and external environmental factors that the Group may face in its development in the coming five years, and with regard to the characteristics of the Group's businesses.

As a programmatic document for development in the coming five years, the strategic development plan points out the problems faced by the Group for its development, proposes the strategic positioning of the future development of the Group, clarifies the main tasks for the coming five years, and standardizes the measures for its implementation.

Analysis of Development Environment

During the "14th Five-Year Plan" period, the Group will face a more complicated external environment and undergo industry adjustments. The Group shall, after a full analysis of the internal and external environment and its own situation, adjust its strategies timely to seize opportunities and rise to challenges in the course of development.

Analysis of international situation

84% of global greenhouse gas emissions comes from fossil fuels, and the global average surface temperature has risen by 1.2 degrees Celsius since the industrial revolution. At this rate, the global average surface temperature will exceed the threshold of two degrees Celsius, bringing irreversible disasters. Climate change has become a global safety concern. Currently more than 30 countries and regions around the world have introduced coal abandonment polices, and the trend of coal abandonment becomes irreversible.

At the same time, advances in energy technologies have greatly facilitated the transformation of the global energy structure. Over the past decade, the cost of generating electricity from renewable sources has fallen dramatically, which is conducive to replacing fossil fuels such as coal rapidly.

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

(ii) Analysis of domestic situation

1. Carbon policy analysis

After fulfilling the voluntary carbon intensity-related commitment regarding China's emission in 2020, China commits to "reaching peak carbon dioxide emissions by 2030 and carbon neutral by 2060" and "by 2030, China's CO2 emissions per unit GDP will decrease by over 65% than in 2005". To reach the peak carbon dioxide emissions by 2030, the State Grid Corporation of China issued the Action Plan of State Grid Corporation of China for Peak Carbon Dioxide Emissions and Carbon Neutral (《國家電網公司"碳達峰、碳中和"行動方案》) on March 1, 2021, which proposes to construct a diversified clean energy supply system on the energy supply side, vigorously develop clean energy, and speed up the upgrading of coal power flexibility. This move indicates that installed-capacity of coal-fired plants will further decline.

The report on the work of the People's Government of Tianjin Municipality for 2021 makes it explicit that the government will "act faster to carry out peak carbon dioxide emissions". The government will formulate and implement an action plan for peak carbon dioxide emissions, make continuous adjustments and improvements to industrial structure and energy structure, propel key industries such as the steel industry to take the lead in reaching the peak and the coal industry to reach the coal consumption peak as early as possible, vigorously develop renewable energy, and push the development and application of green technologies. The government will contact the national trading market of carbon emissions rights, improve the dual control system of energy consumption, coordinate efforts to promote pollution and carbon reductions, implement double control over industrial pollution emissions, and push forward industrial green transformation.

2. Abundant potential for the development of clean energy

After years of development, China has realized substantial achievements in energy transition. According to the white paper "Energy in China's New Era" published in December 2020, China's total installed capacity of renewable energy power generation was 790 million kilowatts at the end of 2019, accounting for approximately 30% of the total global installed capacity of renewable energy power generation. The installed capacity of hydropower, wind power, photovoltaic power generation and biomass power generation ranks first in the world. However, the speed and quality of clean energy development in China should be improved. In 2019, the proportion of clean energy in primary energy in China was far lower than that in Europe and the United States. China's new energy needs are still mainly met by fossil fuels instead of clean energy.

In China's current energy structure, the proportion of clean energy increases year by year, and clean energy will be an important subject during the 14th Five-Year Plan period. The National Energy Administration expresses that it is the goal and task to expand the clean energy industry as set forth in the 14th Five-Year Plan. The State Grid Corporation of China proposes the important judgment of achieving "two 50%" by 2050, that is, "by 2050 China's energy

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

cleaning rate (proportion of non-fossil energy in primary energy) will reach 50% and the terminal electrification rate (the proportion of electricity in end-use energy consumption) will reach 50%". According to the development strategy goal of China's energy transition, the proportion of non-fossil energy will reach 20%-25% by 2030 and over 50% by 2050.

(iii) Competitiveness analysis

When compared with its peers in the same industry, the Group, as a regional energy supplier, has a small production scale and limited business coverage and thus has a greater room for growth in asset size, operating income, etc. Under the trend of efficient and intelligent production of the energy industry, the Group needs to adjust its business structure and intensify efforts to develop and operate new businesses, actively implement the "going global" strategy and expand the service area outward, increase capital operations such as M&As, increase its size, and improve its operational efficiency and profitability.

The Group's strengths are its technical qualifications and experienced technical personnel and business management teams.

The Group's disadvantages include too small a scale that affects capital operation and a large proportion of traditional businesses that lead to insufficient expansion of the clean energy business.

The external opportunities for the future development of the Group include tremendous potential for the development of clean energy and for the Group's own development.

External threats to the Group's future development include the restricted operation of coal-fired power plants resulting from the carbon emission policy and a continuing reduction in electricity prices affecting the Group's profits.

III. Development Strategy and Guiding Ideology

Strategic positioning and description of the Group
Strategic positioning: an integrated energy service provider in the park.

Strategic description: The Group utilizes a combination of clean energy and renewable energy including solar energy, air energy, hydroenergy, geothermal energy and natural gas, and provides comprehensive energy solutions that integrate electricity, heat, cold, steam and other kinds of energy, to meet the needs of customers in the park and boost regional development.

The Group's mission: to provide clean, low-carbon, safe and efficient energy security.

The Group's vision: to create value for customers, provide a platform for employees, and win returns for shareholders.

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

(ii) Guiding ideology of the Group's development

Guided by Xi Jinping's Thought on Socialism with Chinese Characteristics for a New Era, the Group thoroughly implements the spirit of the 19th National Congress of the CPC and the second, third, fourth and fifth plenary sessions of the 19th CPC Central Committee, fully puts into practice Xi Jinping's thought on ecological civilization, and fosters and improves the green and low-carbon operation philosophy featuring circular development, to achieve the goals of peak carbon dioxide emissions and carbon neutral. Adhering to the transition to market economy and always using the development experience in maintaining stability while seeking goodness and speed, the Group realizes the preservation and appreciation of state-owned capital, enhances the core competitiveness in an all-round way, explores new development models, improves the efficiency of the Group, promotes the sound, sustainable and innovative development of the Group, and pushes the Group's high-quality development to a new level.

(iii) Development goal

The Group actively grasps the opportunities of implementing the "twin-city" development layout and making the "second startup" in the Binhai New Area. Focusing on the positioning of serving integrated energy service providers in the park, the Group vigorously develops distributed energy and integrated energy services and strengthens work to make technological innovations and investment mergers and acquisitions. The Group will further promote the reform of its systems and mechanisms, strengthen the construction of the talent pool, comprehensively enhance specialization, and continuously improve its competitiveness, innovation, control, influence and risk resistance to achieve high-quality development.

IV. Main Task

Focusing on the development goals during the 14th Five-Year Plan period, the Company unleashes development vitality by deepening its reform, improves labor productivity by accelerating technological innovations so as to improve its profitability, and increases capital operations to broaden financing channels. The Group plans to focus its attention on the following work:

Business level

1. Vigorously developing the clean energy business

During the 14th Five-Year Plan period, the Company will vigorously expand its clean energy business, and by virtue of the projects of turning coal into gas, continues to promote the transformation and upgrading of its businesses. Meanwhile, by leveraging the synergistic and scale effects of the industrial park, the Group deeply digs customers' need and expands the scope of services, to ensure its sustained and stable development.

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

Distributed energy has the advantages of energy conservation, emission reduction, safety, flexibility, etc. According to the guidance of National Development and Reform Commission of the PRC and the National Energy Administration on promoting the integration of load and storage in the power source network and the supplementary development of multiple energy sources and in light of the actual development of businesses, the Group will vigorously develop distributed energy projects of gas.

2. Actively developing integrated energy services

China's economy is entering a new stage of high-quality development, and the power industry is in a crucial stage in which reform is comprehensively deepened. With increasingly intensified supervision over power transmission and distribution businesses and narrower space for profits in power grids, the development of integrated energy services becomes inevitable and enjoys broad market potential. During the 14th Five-Year Plan period, the Group will continue to expand the business of photovoltaic power generation upon its current scale, actively develop integrated energy services based on the energy-saving renovation project of street lamps, prioritize the expansion of the scope of businesses in the ports and port-facing areas of the Tianjin Port Free Trade Zone, and gradually expand the scope of businesses beyond the area. On the premise of serving existing customers, the Group will accumulate experience in projects of integrated energy services while expanding new customer groups.

3. Actively carrying out mergers and acquisitions and expanding businesses beyond the area

Mergers and acquisitions is an effective way for listed companies to realize rapid growth in asset size and business scale and quickly enter relevant business areas, thereby making business diversification possible. According to the Group's strategic development plan and the allocation of resources and business development at all stages, the Group achieves expansion at low cost and expands asset scale rapidly by means of equity investment, mergers and acquisitions with the help of the forces of the capital market, and by giving full play to the leverage of capital. The Group integrates high-quality assets through the platform of listed companies. Around its strategic positioning, the Group actively implements the equity mergers and acquisitions. The Group searches for project information through various channels and does a good job of project screening and reserve. Though mergers and acquisitions, the Group achieves cross-regional,cross-industry and diversified coverage of businesses.

Currently, the Group's businesses are only limited to the Tianjin Port Free Trade Zone (Seaport and Lingang). The limited coverage, the single customer's industry, the small scope of businesses directly restrict the Group's development. During the "14th Five-Year Plan" period, the Group will be based in the Tianjin Port Free Trade Zone, and actively expanding businesses in the Tianjin Port Free Trade Zone and other areas through self-establishment and cooperation. The Group will step out of Tianjin in good time and actively expand businesses in other places, to serve local pillars and characteristic industries.

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

4. Increasing technology investment, reducing cost and improving efficiency

The Group continues to fully tap its potential in energy conservation and consumption reduction, and carries out various types of research on topics of energy conservation and consumption reduction. During the "14th Five-Year Plan" period, the Group will replace equipment and pipe networks year by year and in sections, to ensure the insulation effect and minimize pipe loss. Meanwhile, the Group will inspect environmentally friendly boilers on a regular basis and replace them year by year, and reduce power consumption by lowering system wind resistance. Lingang Thermal Power will strengthen heat recovery and improve boiler energy consumption.

(ii) Capital operation

The specific capital operation modes of the Group during the "14th Five-Year Plan" period include: strategic investment and mergers and acquisitions of new energy industries, cultivating and building mature profit-making enterprise, cultivating mature new energy industries, making businesses stronger through sound development, absorbing the operating profits of various industries to provide stable cash flow for the Group's development while contacting the capital market, and promoting the securitization of its business assets.

1. Fully utilizing capital markets for financing to meet development needs

The Group further broadens financing channels to satisfy its capital needs. In view of the development of its mergers and acquisitions projects, the Group makes full uses of capital markets for financing to meet development needs. Based on the core competitiveness of the existing production and operation and with support from industries and guidance of the long-term strategy, the Group combines capital operations with core competitiveness. The Group actively follows with interest the market trend, and optimizes capital operation arrangements by giving consideration to development and market conditions, to achieve a reasonable flow of capital.

2. Actively introducing strategic investors according to capital operations

According to the Three-Year Action Plan for the Reform of State-owned Enterprises

(2020-2022)(《國企改革三年行動方案(2020-2022)》) and in line with its actual situation, the Group introduces social capital by means of investments, mergers and acquisitions and restructuring, and capital and share increase, and deepens the reform of mixed ownership. Through the reform of mixed ownership, the Group takes the initiative in making breakthroughs in labor, personnel and distribution mechanisms.

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

3. Enhancing market capitalization management, maintaining good image in the capital market

The Group will enhance market capitalization management, create benign interactions with business performance by constantly expanding its asset scale, improve investor returns and enhance investors' confidence in the development of the Group, improve investor relationship and media relationship management and strengthen its publicity, in order to achieve effective communication between the Group and the capital market, and maintain a good image in the capital market.

VI. Safeguard Measures for Plan Implementation

Intensifying strategic management

By relying on the fine management system, the Group improves the internal standardized workflow, enhances service efficiency and quality, and advances the overall management. The Group prepares the three-year development plan on a rolling basis as required, decomposes and implements the overall development goals of holding companies. The Group also works to promote the full implementation of the development strategy and ensure the smooth realization of the development goals.

(ii) Strengthening financial security

The Group actively explores diversified financing channels to effectively guard against capital risks. To ensure the implementation of strategic objectives, the Group actively broadens financing channels and applies a combination of financing methods to ensure the security of the capital chain.

(iii) Deepening comprehensive budget management

With comprehensive budget as an important means to improve management, the Group integrates comprehensive budget with internal control, and makes comprehensive budget run through the entire process of its operation and management, to improve its operation and management in an all-round way.

(iv) Improving the risk management system

The Group will continue to strengthen and improve the construction of "three lines of defense", further clarify risk management objectives and policies, improve the organizational structure of risk management, tighten the risk management process, and enhance information management. Meanwhile, the Group will actively explore the innovation of risk management tools and improve comprehensive risk management. Instead of negatively avoiding risks, the Group will conduct scientific risk evaluation together with insurance, factoring, securitization

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APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

and other means and take positive measures such as risk transfer, risk dispersion and risk compensation, to get the right balance between risk and income, and achieve a win-win situation between risk management and operating income.

Optimizing the talent structure and improving the appraisal incentive mechanism

The Group continues to optimize the talent structure and improves the suitability of employees for posts. The Group continues to deepen the reform of the three systems, gradually establish a performance management system oriented to efficiency and performance, and link individual compensation with performance appraisal and actual business capabilities, to make performance appraisal more targeted and effective. The Group puts in place an effective competition, incentive and restraint mechanism and gradually establishes a HR management system where employees are employed or dismissed, promoted or demoted, or paid more or less flexibly. The Company further improves its economic efficiency, working efficiency and benefits, to enhance its vitality and market competitiveness.

(vi) Implementing safety and environmental protection measures

Upholding the spirit of security development, the Group insists on the policy of "safety and prevention first, comprehensive governance", and adheres to the "life supremacy" thinking. The Group is steadfast in forestalling safe production risks. While heightening its risk awareness, the Group strengthens system construction, standardizes employee behavior, identifies and eliminates hidden dangers, and implements various safety precautions and emergency preparedness.

The Group continuously enhances the awareness of environmental protection of all employees in preparation for the fight against pollution. The Group reduces the pollutant emission by upgrading equipment, and performs emissions in strict accordance with the pollutant emission permit. The Group constantly strengthens the transportation and disposal management of hazardous waste and solid waste. It aims to achieve market-based trading of carbon emission rights, and realizes obligatory targets for environmental protection, energy conservation and emissions reduction.

(vii) Continuing to strengthen the Party building

The Group strengthens the Party building, and gives full play to the role of the Party organization in controlling the direction, managing the overall situation and ensuring the implementation, to turn the Party's advantages into measures for promoting the Group's advantages. The Group gives prominence to the political role of its Party organization, always keeping a watchful eye on the lines, guidelines and policies of the Party Central Committee. The Group learns about and studies the spirit of the important meetings and documents of the central committee, the municipal committee and the district committee. Strictly following political discipline and rules, the Group grasps the direction of production and operation to achieve the preservation and appreciation of state-owned assets. The Group strengthens the

- 20 -

APPENDIX I "14TH FIVE-YEAR" STRATEGIC DEVELOPMENT PLAN OF THE COMPANY

sense of responsibility of its Party members and leading cadres. The Group ensures the realization of important goals under planning throughout the entire process of key links, work arrangement, process feedback and after-the-fact summary. In addition, the Company insists that superiors should set an example to inferiors and implement tasks with the spirit of nails, to arouse the entrepreneurial enthusiasm of all employees and cadres.

- 21 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD MEETING

The proposed amendments to the rules of procedures of the Board meeting are as follows:

	Original Rules of Procedures of the Board	Amended Rules of Procedures of the Board
No.	Meeting			Meeting

1	Article 17 The Board exercises the following	Article 17 The Board exercises the following
	functions and powers:		functions and powers:
	Before making decisions on significant	Before making decisions on significant
	matters of the Company, the Board of	matters of the Company, the Board of
	Directors shall seek advice from the Party	Directors shall seek advice from the Party
	organization. When the Board of Directors	organization. When the Board of Directors
	appoints the senior management officers of	appoints the senior management officers of
	the Company, the Party organization shall	the Company, the Party organization shall
	consider and provide comments on the	consider and provide comments on the
	candidates nominated by the Board of	candidates nominated by the Board of
	Directors or the general manager, or	Directors or the general manager, or
	recommend candidates to the Board of	recommend candidates to the Board of
	Directors and the general manager.	Directors and the general manager.
	.....			.....
	(IX) within the scope authorized by the	(IX) within the scope authorized by the
	general meeting, to decide, among others, the	general meeting,to decide, among others, the
	Company's	external	investment, purchase	Company's	external investment,	purchase
	and sale of assets, provision of security on	and sale of assets, financing,provision of
	the Company's assets, matters on external	security on the Company's assets, matters on
	guarantees,	entrusted	wealth management,	external	guarantees,	entrusted	wealth
	connected transactions and others;	management, connected	transactions and
				others that are subject to the decision
	.....			making by the Board as required in the
				listing rules of the securities exchange in
				the place where the shares of the Company
				are listed;
				.....

- 22 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE BOARD MEETING


	Original Rules of Procedures of the Board	Amended Rules of Procedures of the Board
No.	Meeting		Meeting

2	Article 20 The Board meetings shall include	Article 20 The Board meetings shall include
	regular meetings and extraordinary meetings.	regular meetings and extraordinary meetings.
	Regular meetings of the Board of directors	Regular meetings of the Board of directors
	shall be held at least 4 times a year. Such	shall be held at least 4 times a year	The
	meetings shall be convened by the chairman	Board shall hold at least four meetings a
	of the Board. Notice of and documents for	year, including two regular meetings. Such
	meetings shall be delivered to all directors	meetings shall be convened by the chairman
	and supervisors 10 days before the meeting is	of the Board. Notice of and documents for
	held. Regular meetings of the Board shall not	meetings shall be delivered to all directors
	include the obtaining such approval from the	and supervisors 10 days before the meeting is
	Board by means of circulation of written	held. Regular meetings of the Board shall not
	resolutions.		include the obtaining ofsuch approval from
			the Board by means of circulation of written
	.....		resolutions.
			.....

3	Article 21 The notice of Board meetings may	Article 21 The notice of Board meetings may
	be delivered in the manner(s) as set out in	be delivered in the manner(s) as set out in
	Article 240 and Article 241 of the Articles of	Article 240 andArticle 241 of the Articles of
	Association.		Association.

4	Article 34 The Rules of Procedures shall be	Article 34 The Rules of Procedures shall be
	formulated by the board of directors, and as	formulated by the board of directors, and as
	an appendix attached to the Articles of	an appendix attached to the Articles of
	Association, shall become effective on the	Association, shall become effective on the
	date when the overseas listed foreign shares	date when the overseas listed foreign shares
	of the Company issued by public offering are	of the Company issued by public offering are
	listed and dealt in at The Stock Exchange of	listed and dealt in at The Stock Exchange of
	Hong Kong Limited upon approval at a	Hong Kong Limited upon	ofapproval at a
	shareholders' general meeting. Amendments	shareholders' general meeting. Amendments
	to the Rules of Procedures shall be proposed	to the Rules of Procedures shall be proposed
	by the board of directors, and shall take effect	by the board of directors, and shall take effect
	upon approval by the majority of the voting	upon approval by the majority of the voting
	rights held by shareholders present at the	rights held by shareholders present at the
	general meeting.		general meeting.

The English version of the rules of procedures of the Board meeting is an unofficial translation of the Chinese version. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

- 23 -

APPENDIX III	PROPOSED AMENDMENTS TO THE RULES OF
	PROCEDURES OF THE GENERAL MEETING

The proposed amendments to the rules of procedures of the general meeting are as

follows:

- 24 -

APPENDIX III		PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE GENERAL MEETING


Original	Rules of	Procedures of the Amended Rules of Procedures of the
No. General Meeting	General Meeting

2 Article 34 The general meeting shall have Article 34 The general meeting shall have minutes prepared by the secretary to the minutes prepared by the secretary to the Board. The minutes shall include the Board. The minutes shall include the

following contents:	following contents:
(I) Time, venue and agenda of the meeting	(I) Time, venue and agenda of the meeting
and names of the convener;	and names of the convener;

The name of the meeting chairman and (II) The name of the meeting chairman and the names of the directors, supervisors and the names of the directors, supervisors and senior management attending or present at senior management attending or present at

the meeting;

The number of shareholders (including (III) The number of shareholders (including domestic shareholders and overseas listed domestic shareholders and overseas listedforeign shareholders (if any)) and proxies foreign shareholders, holders of unlisted

attending the meeting, number of voting	foreign shares(if any) and holders of
shares they represent and the percentages of	overseas listed shares) and proxies attending
their voting shares to the total share capital of	the meeting, number of voting shares they
the Company for each shareholder;	represent and the percentages of their voting
	shares to the total share capital of the
(IV) The process of review and discussion,	Company for each shareholder;
summary of any speech and voting results of
each proposal;	(IV) The process of review and discussion,
	summary of any speech and voting results of

Shareholders' questions, opinions or each proposal; suggestions and corresponding answers or

explanations;	(V) Shareholders' questions, opinions or
	suggestions and corresponding answers or
(VI) Names of vote counters and scrutinizer	explanations;
of the voting;
	(VI) Names of vote counters and scrutinizer
(VII) Other contents to be included as	of the voting;
specified in the Articles of Association.
	(VII) Other contents to be included as
	specified in the Articles of Association.

- 25 -

- 26 -

APPENDIX III			PROPOSED AMENDMENTS TO THE RULES OF
					PROCEDURES OF THE GENERAL MEETING


	Original	Rules	of	Procedures of	the	Amended Rules of Procedures of the
No.	General Meeting					General Meeting

5	Article 51 Shareholders of the affected class,	Article 51 Shareholders of the affected class,
	whether or not having the right to vote at	whether or not having the right to vote at
	general meeting, shall have the right to vote	general meeting, shall have the right to vote
	at class meetings in respect of matters	at class meetings in respect of matters
	referred to in paragraphs (2) to (8) and (11) to	referred to in paragraphs (2) to (8) and (11) to
	(12) in Article 50 of this Rules of Procedures,	(12) in Article 50 of this Rules of Procedures,
	except that interested shareholders shall not	except that interested shareholders shall not
	vote at class meetings.				vote at class meetings.
	The term "interested shareholders" in the	The term "interested shareholders" in the
	preceding paragraph shall have the following	preceding paragraph shall have the following
	meanings:						meanings:
	(I) If the Company has made a tender offer to	(I) If the Company has made a tender offer to
	all shareholders in the same proportion or has	all shareholders in the same proportion or has
	bought back its own shares through open	bought back its own shares through open
	market transactions on a stock exchange in	market transactions on a stock exchange in
	accordance with Article 32 of the Articles of	accordance with Article 32Article 33of the
	Association, "interested shareholders"	shall	Articles	of	Association,	"interested
	refer to the controlling shareholders as	shareholders" shall refer to the controlling
	defined in the Articles of Association;		shareholders as defined in the Articles of
							Association;
	(II) If the Company has bought back its own
	shares by an agreement outside of a stock	(II) If the Company has bought back its own
	exchange in accordance with Article 33 of the	shares by an agreement outside of a stock
	Articles	of	Association,	"interested	exchange in accordance with Article 33 of the
	shareholders" shall refer to holders of shares	Articles	of	Association,	"interested
	in relation to such agreement; or			shareholders" shall refer to holders of shares
							in relation to such agreement; or
	(III) Under a restructuring proposal of the
	Company,	"interested	shareholders"	shall	(III) Under a restructuring proposal of the
	refer to shareholders who will bear liability	Company,	"interested shareholders" shall
	in a proportion smaller than that of the	refer to shareholders who will bear liability
	liability borne by other shareholders of the	in a proportion smaller than that of the
	same class, or shareholders who have an	liability borne by other shareholders of the
	interest in a restructuring proposal of the	same class, or shareholders who have an
	Company that is different from the interest in	interest in a restructuring proposal of the
	such restructuring proposal of other	Company that is different from the interest in
	shareholders of the same class.			such restructuring proposal of other
							shareholders of the same class.

- 27 -

APPENDIX III	PROPOSED AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE GENERAL MEETING


	Original Rules of Procedures of the	Amended Rules of Procedures of the
No.	General Meeting		General Meeting

6	Article 55 Apart from the holders of other	Article 55 Apart from the holders of other
	classes of shares, holders of domestic shares	classes of shares, holders of domestic shares
	and holders of overseas listed foreign shares	and holders of overseas listed foreign shares
	are deemed to be different classes of	sharesare deemed to be different classes of
	shareholders.		shareholders.
	The special procedures for voting in class	The special procedures for voting in class
	meetings shall not apply to the following	meetings shall not apply to the following
	circumstances:		circumstances:

Where the Company issues domestic (I) Where the Company issues domestic shares and overseas listed foreign shares, shares and overseas listed foreign shares

upon approval by a special resolution of its	shares, upon approval by a special resolution
shareholders in a general meeting, either	of its shareholders in a general meeting,
separately or concurrently once every 12	either separately or concurrently once every
months, not more than 20% of each of the	12 months, not more than 20% of each of the
existing issued domestic shares and overseas	existing issued domestic shares and overseas
listed foreign shares of the Company;	listed foreign sharessharesof the Company;

Where the Company's plan to issue (II) Where the Company's plan to issue domestic shares and overseas listed foreign domestic shares and overseas listed foreign

shares upon its incorporation is implemented	shares upon its incorporation is implemented
within 15 months from the date of approval	within 15 months from the date of approval
by the securities regulatory authorities under	by the securities regulatory authorities under
the State Council; or	the State Council; or
(III) Where the unlisted domestic shares and	(III) Where the unlisted domestic shares and
foreign shares held by the shareholders of the	foreign shares held by the shareholders of the
Company are converted into overseas listed	Company are converted into overseas listed
foreign shares and are listed and traded on an	foreign shares	shares and are listed and

overseas stock exchange, subject to the	traded on an overseas stock exchange, subject
approval of the securities regulatory authority	to the approval of the securities regulatory
of the State Council.	authority of the State Council.

- 28 -

The English version of the rules of procedures of the general meeting is an unofficial translation of the Chinese version. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

- 29 -

APPENDIX IV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposed amendments to the Articles of Association are as follows:

No.

Original article

Amended article

Article 8 These Articles of Association take

effect from the date of approval of such

resolution at the general meeting and

replaced the Articles of Association and its

amendment

the

registration

amendment

the

registration

Administration for Industry and Commerce.

Administration for Industry and Commerce

ministry for market regulation.

Article 9......

The term "senior management" in these

Articles of Association refers to the general

manager (also known as "president"), deputy

manager

(also known as "president"),

deputy

general manager(s) (also known as "vice

general manager(s)

(also known as "vice

president(s)",

including

"senior

vice

president(s)",

including

"senior

vice

president(s)"), financial controller, secretary

to the Board and other personnel expressly

appointed by the Board as the Company's

senior management. The term "general

manager" and "deputy general manager(s)"

shall refer to "manager" and "deputy

manager(s)" under the Company Law, and

"financial controller" shall refer to the

"person in charge of finance" under the

Company Law.

Article 13 As registered in accordance with

the laws, the business scope of the Company

is as follows:......

The aforesaid scope of business shall be

subject to the items approved by the

competent administration for industry and

commerce.

commerceministry for market regulation.

- 30 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

4	Article 18 ......	Article 18......
	Unlisted shares that can be listed and traded	Unlisted shares that can be listed and traded
	overseas approved by the securities	overseas approved by the securities
	regulatory authority under the State Council	regulatory authority under the State Council
	and overseas-listed foreign shares shall be	and overseas-listed foreign shares shall be
	collectively referred to as overseas-listed	collectively referred to as overseas-listed
	shares, among which the shares which are	shares, among which the shares which are
	approved to be listed on The Stock Exchange	approved to be listed on The Stock Exchange
	of Hong Kong Limited (hereinafter referred	of Hong Kong Limited (hereinafter referred
	to as the "Hong Kong Stock Exchange"), the	to as the "Hong Kong Stock Exchange"), the
	par value is denominated in Renminbi and	par value is denominated in Renminbi and
	subscribed for and/or traded in Hong Kong	subscribed for and/or traded in Hong Kong
	dollars shall be referred to as H shares.	dollars, i.e. overseas-listedforeign shares
			issued by the Company in Hong Kong,shall
	......		be referred to as H shares.
			......

5	Article 20 The Company issued 44,320,000	Article 20 Upon approval by the securities
	overseas-listed foreign invested shares,	regulatory authorities under the State
	which accounted for 27.7137% of the total	Council,ThetheCompany issued
	number of ordinary shares issued by the	44,320,000 overseas-listed foreign invested
	Company, and will be listed on the Hong	shares, which accounted for 27.7137% of the
	Kong Stock Exchange on April 27, 2018.	total number of ordinary shares issued by the
			Company, and will bewaslisted on the Hong
	The shareholding structure of the Company	Kong Stock Exchange on April 27, 2018.
	is: 159,920,907 ordinary shares, of which
	promoters Tianjin T&B Holding Co., Ltd. and	Upon completion of the issuance of
	Tianjin Port Free Trade Zone Investment Co.,	overseas-listed foreign shares mentioned
	Ltd. hold 109,606,538 shares and 5,994,369	hereinabove, theTheshareholding structure
	shares respectively and overseas shareholder	of the Company is: 159,920,907 ordinary
	hold 44,320,000 shares.	shares, of which promoters Tianjin T&B
			Holding Co., Ltd. and Tianjin Port Free Trade
			Zone Investment Co., Ltd. hold 109,606,538
			shares and 5,994,369 shares respectively and
			overseas shareholder hold 44,320,000 shares.

- 31 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article			Amended article

					Upon approval by the securities regulatory
					authorities under the State Council,
					promoters of the Company Tianjin T&B
					Holding Co., Ltd. and Tianjin Port Free
					Trade Zone Investment Co., Ltd. converted
					all their 115,600,907 domestic shares into
					overseas-listed shares. On July 29, 2020, all
					the aforesaid 115,600,907 domestic shares
					were converted into overseas-listed shares
					and were listed on the Hong Kong Stock
					Exchange.
					Upon completion of the aforesaid
					conversion of domestic shares into
					overseas-listed shares, the shareholding
					structure of the Company is: 159,920,907
					ordinary shares in issue in total, which are
					all overseas-listed shares.

6	Article 21 The domestic shares issued by the	Article 21 The domestic shares issued by the
	Company are centrally deposited at the China	Company are centrally deposited at the China
	Securities	Depository	and	Clearing	Securities	Depository	and	Clearing
	Corporation Limited. The H shares of the	Corporation Limited. The H sharesoverseas-
	Company are mainly under the central	listed sharesof the Company are mainly
	depository's custody, which belongs to Hong	under the central depository's custody, which
	Kong Securities Clearing Company Limited	belongs to Hong Kong Securities Clearing
	and may also be held by shareholder in	Company Limited and may also be held by
	individual names.			shareholder in individual names.

7	Article 24 At its establishment, the Company	Article 24 At its establishment, the Company
	had a registered capital of RMB115,600,907.	had a registered capital of RMB115,600,907.
	Prior to the issue of overseas-listed foreign	Prior to the issue of overseas-listed foreign
	shares, the registered capital of the Company	shares, the registered capital of the Company
	is RMB115,600,907.			is RMB115,600,907.

- 32 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article			Amended article

	Upon completion of the aforesaid issue of	Upon completion of the aforesaid issue of
	overseas-listed foreign shares, the registered	overseas-listed	foreign	shares	and
	capital of the Company is RMB159,920,907.	completion of the conversion of domestic
	Based on the actual situation regarding the	shares into overseas-listedshares, the
	issuance, the Company has undergone	registered capital of the Company is
	formalities regarding the change of	RMB159,920,907. Based on the actual
	registration	with	the	competent	situation regarding the issuance, the
	administration for industry and commerce in	Company	has	undergone	formalities
	respect of the changes of registered capital,	regarding the change of registration with the
	and shall file the same to the State Council	competent administration for industry and
	authorities in charge of securities.		commerceministry for market regulation
					in respect of the changes of registered capital,
					and shall file the same to the State Council
					authorities in charge of securities.

8	Article 41 ......			Article 41 ......
	During the listing of the Company's	During the listing of the Company's
	overseas-listed shares on the main board of	overseas-listed shares on the main board of
	the Hong Kong Stock Exchange, the	the Hong Kong Stock Exchange, the
	Company shall ensure that the following	Company shall ensure that the following
	statements are included in all title documents	statements are included in all title documents
	(including H shares certificates) relating to	(including H shares overseas-listedshares
	its securities listed on the Hong Kong Stock	certificates) relating to its securities listed on
	Exchange and shall instruct and procure its	the Hong Kong Stock Exchange and shall
	share registrar to reject the registration of the	instruct and procure its share registrar to
	subscription, acquisition or transfer of shares	reject the registration of the subscription,
	in the name of any individual holder unless	acquisition or transfer of shares in the name
	and until the individual holder submits the	of any individual holder unless and until the
	appropriately signed form relating to such	individual holder submits the appropriately
	shares to the share registrar and the form	signed form relating to such shares to the
	shall include the following statements:	share registrar and the form shall include the
					following statements:
	......
					......

- 33 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

9	Article 44 The Company may, pursuant to an	Article 44 The Company may, pursuant to an
	understanding or agreement reached between	understanding or agreement reached between
	the securities regulatory authorities under the	the securities regulatory authorities under the
	State Council and a securities regulatory	State Council and a securities regulatory
	organization outside the PRC, keep outside	organization outside the PRC, keep outside
	the PRC its original register of holders of	the PRC its original register of holders of
	overseas-listed shares, and entrust the	overseas-listed shares, and entrust the
	administration thereof to an agent outside the	administration thereof to an agent outside the
	PRC. The original register of public	PRC. The original register of public
	shareholders of the H shares shall be kept in	shareholders of the H shares overseas-listed
	Hong Kong.		sharesshall be kept in Hong Kong.
	......		......

10 Article 47 All paid H shares are freely Article 47 All paid H shares overseas-listedtransferable according to these Articles of shares are freely transferable according to Association. However, unless meeting the these Articles of Association. However,

following conditions, the Board may decline	unless meeting the following conditions, the
to recognize any transfer instrument without	Board may decline to recognize any transfer
giving any reasons:	instrument without giving any reasons:

Any transfer instrument or other (I) Any transfer instrument or other

- 34 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

	Any shareholder of foreign shares may	Any shareholder of foreign sharesholding
	transfer all or part of his shares through an	overseas-listedsharesmay transfer all or
	instrument in usual written form in the	part of his shares through an instrument in
	relevant place(s) in which the shares of the	usual written form in the relevant place(s) in
	Company are listed or in such other form as	which the shares of the Company are listed or
	the Board may accept. The transfer of H	in such other form as the Board may accept.
	shares may adopt the standard transfer form	The transfer of H shares overseas-listed
	prescribed by the Hong Kong Stock	sharesmay adopt the standard transfer form
	Exchange. The transfer instrument may be	prescribed by the Hong Kong Stock
	under hand but need not be under seal only	Exchange. The transfer instrument may be
	or, if the transferor or transferee is a clearing	under hand but need not be under seal only
	house defined under Hong Kong Securities	or, if the transferor or transferee is a clearing
	and Futures Ordinance or its nominee(s), a	house defined under Hong Kong Securities
	handwritten or machine imprinted signature	and Futures Ordinance or its nominee(s), a
	shall be acceptable.	handwritten or machine imprinted signature
			shall be acceptable.
	All instruments of transfer shall be
	maintained at the legal address, address of the	All instruments of transfer shall be
	share registrar of the Company or such places	maintained at the legal address, address of the
	as the Board may designate from time to	share registrar of the Company or such places
	time.		as the Board may designate from time to
			time.

11	Article 51 Any shareholder who is registered	Article 51 Any shareholder who is registered
	in the register of shareholders or requires his	in the register of shareholders or requires his
	name to be registered in the register of	name to be registered in the register of
	shareholders may apply to the Company for a	shareholders may apply to the Company for a
	replacement certificate in respect of such	replacement certificate in respect of such
	shares (the "Relevant Shares") if his share	shares (the "Relevant Shares") if his share
	certificate (the "Original Share Certificate")	certificate (the "Original Share Certificate")
	is lost.		is lost.
	......		......
	Where public shareholders of H shares apply	Where public shareholders of H shares
	for replacement of lost certificates, such	overseas-listedsharesapply for replacement
	replacement shall comply with the following	of lost certificates, such replacement shall
	requirements:		comply with the following requirements:
	......		......

- 35 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article		Amended article

12	Article 55 Holders of ordinary shares of the	Article 55 Holders of ordinary shares of the
	Company shall enjoy the following rights:	Company shall enjoy the following rights:
	......			......
	(V) To obtain relevant information in	(V) To obtain relevant information in
	accordance with these Articles of	accordance with these Articles of
	Association of the Company, which	Association of the Company, which
	shall include:		shall include:
	1.	Obtaining these	Articles of	1.	Obtaining	these	Articles of
		Association of the Company after		Association of the Company after
		payment of a charge to cover the		payment of a charge to cover the
		costs;			costs;
	2.	Having the right to access and	2.	Having the right to access and
		make a copy, after payment of		make a copy, after payment of
		reasonable charges, of:		reasonable charges, of:
	......			......
	(7) copy of the latest annual review report	(7) copy of the latest annual review report
	which has been filed with the	which has been filed with the
	competent administration	for industry	competent	administration	for industry
	and commerce or other competent	and commerceministry for market
	authorities, if applicable.		regulation	or	other	competent
				authorities, if applicable.
	Documents set out in item (1) and items (3) to
	(7) above and any other applicable	Documents set out in item (1) and items (3) to
	documents shall be made available by the	(7) above and any other applicable
	Company, according to the requirements of	documents shall be made available by the
	the Listing Rules, at the Company's address	Company, according to the requirements of
	in Hong Kong, for the public and holders of	the Listing Rules, at the Company's address
	H shares to inspect free of charge. Minutes of	in Hong Kong, for the public and holders of
	general meetings shall only be made	H shares overseas-listedsharesto inspect
	available for inspection by shareholders of	free of charge. Minutes of general meetings
	the Company.		shall only be made available for inspection by
				shareholders of the Company.
	......
				......

- 36 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

13	Article 118 In addition to the holders of other	Article 118 In addition to the holders of other
	classes of shares, holders of domestic shares	classes of shares, holders of domestic shares
	and overseas-listed foreign shares are deemed	and overseas-listedforeign sharessharesare
	to be different classes of shareholders.	deemed to be different classes of
			shareholders.
	The special procedures for voting in the class
	meetings shall not apply under the following	The special procedures for voting in the class
	circumstances:	meetings shall not apply under the following
			circumstances:

Where the Company issues domestic

	shares and overseas-listed foreign	(I)	Where the Company issues domestic
	shares, upon approval in the form of a		shares and overseas-listedforeign
	special resolution by its shareholders at		sharesshares, upon approval in the
	a general meeting, either separately or		form of a special resolution by its
	concurrently, once every 12 months and		shareholders at a general meeting,
	the number of each of the domestic		either separately or concurrently, once
	shares and overseas-listed foreign		every 12 months and the number of
	shares to be issued is not more than		each of the domestic shares and
	20% of the same type of shares in issue;		overseas-listedforeign sharessharesto
			be issued is not more than 20% of the
(II)	Where the Company's plan to issue		same type of shares in issue;
	domestic shares and overseas-listed
	foreign shares upon its incorporation is	(II)	Where the Company's plan to issue
	implemented within 15 months from		domestic shares and overseas-listed
	the date of approval by the securities		foreign shares upon its incorporation is
	regulatory authorities under the State		implemented within 15 months from
	Council;		the date of approval by the securities
			regulatory authorities under the State
(III)	Where with the approval by the		Council;
	securities regulatory authorities under
	the State Council, the shareholders	(III)	Where with the approval by the
	convert their unlisted domestic shares		securities regulatory authorities under
	and foreign shares into overseas-listed		the State Council, the shareholders
	foreign shares for overseas listing and		convert their unlisted domestic shares
	trading.		and foreign shares into overseas-listed
			foreign sharessharesfor overseas
			listing and trading.

- 37 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article			Amended article

14	Article 134 The Board exercises the	Article 134 The Board exercises the
	following functions and powers:	following functions and powers:
	......				......
	(IX) within the scope authorized by the	(IX) within the scope authorized by the
	general meeting, to decide, among	general meeting,to decide, among
	others,	the	Company's external	others, the	Company's	external
	investment, purchase and sale of assets,	investment, purchase and sale of assets,
	provision of security on the Company's	financing,provision of security on the
	assets, matters on external guarantees,	Company's assets, matters on external
	entrusted	wealth	management,	guarantees,	entrusted	wealth
	connected transactions and others;	management,	connected transactions
					and others that are subject to the
	......				decision making by the Board as
					required in the listing rules of the
					securities exchange in the place
					where the shares of the Company are
					listed;
					......

15	Article 139 The Board meetings shall include	Article 139 The Board meetings shall include
	regular meetings and extraordinary meetings.	regular meetings and extraordinary meetings.
	Regular meetings of the Board of directors	Regular meetings of the Board of directors
	shall be held at least 4 times a year. Such	shall be held at least 4 times a yearThe
	meetings shall be convened by the chairman	Board shall hold at least four meetings a
	of the Board. Notice of and documents for	year, including two regular meetings. Such
	meetings shall be delivered to all directors	meetings shall be convened by the chairman
	and supervisors 10 days before the meeting is	of the Board. Notice of and documents for
	held. Regular meetings of the Board shall not	meetings shall be delivered to all directors
	include the obtaining such approval from the	and supervisors 10 days before the meeting is
	Board by means of circulation of written	held. Regular meetings of the Board shall not
	resolutions.				include the obtaining ofsuch approval from
					the Board by means of circulation of written
	......				resolutions.
					......

- 38 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article			Amended article

16	Article 150 The secretary to the Board shall	Article 150 The secretary to the Board shall
	be a natural person with the requisite	be a natural person with the requisite
	professional knowledge and experience and	professional knowledge and experience and
	shall be appointed by the Board.		shall be appointed by the Board.
	......					......
	The specific duties of the secretary of the	The specific duties of the secretary of the
	Board within the scope of the above main	Board within the scope of the above main
	duties are as follows:			duties are as follows:
	......					......
	(III)	to be responsible for the confidentiality	(III)	to be responsible for the confidentiality
		of information disclosure of the		of information disclosure of the
		Company and promptly report to the		Company and promptly report to the
		stock	exchange	when	significant		stock exchange	when	significant
		undisclosed information was disclosed;		undisclosed information was disclosed;
	......					......

17	Article 210 The Company may adopt one of	Article 210 The Company may adopt one of
	the following forms (or in more than two	the following forms (or in more than two
	forms	simultaneously)	in	distributing	forms	simultaneously)	in	distributing
	dividends:				dividends:
	(I)	cash;				(I)	cash;
	(II)	share;				(II)	share;
	(III)	other methods permitted by laws,	(III)	other methods permitted by laws,
		administrative regulations, departmental		administrative regulations, departmental
		rules and regulation, and the regulatory		rules and regulation, and the regulatory
		rules of the place(s) of listing.		rules of the place(s) of listing.

- 39 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

	The Company shall pay cash dividends and	The Company shall pay cash dividends and
	other payments in RMB to domestic	other payments in RMB to domestic
	shareholders. Such payments made by the	shareholders. Such payments made by the
	Company to holders of foreign shares shall be	Company to holders of foreign shares
	denominated and declared in Renminbi and	overseas-listedsharesshall be denominated
	paid in Hong Kong dollars. Such Hong Kong	and declared in Renminbi and paid in Hong
	dollars required for the Company's payment	Kong dollars. Such Hong Kong dollars
	of cash dividends and other payments to the	required for the Company's payment of cash
	holders of foreign shares shall be handled	dividends and other payments to the holders
	pursuant to the relevant provisions of the	of foreign shares overseas-listedsharesshall
	State administration of foreign exchange.	be handled pursuant to the relevant
			provisions of the State administration of
	The Board shall be authorized by way of an	foreign exchange.
	ordinary resolution passed by the general
	meeting to implement the dividend	The Board shall be authorized by way of an
	distribution of the Company.	ordinary resolution passed by the general
			meeting to implement the dividend
			distribution of the Company.

18	Article 212 The Company shall appoint a	Article 212 The Company shall appoint a
	receiving agent for holders of overseas-listed	receiving agent for holders of overseas-listed
	shares to collect on behalf of the relevant	shares to collect on behalf of the relevant
	shareholders the dividends distributed and	shareholders the dividends distributed and
	other funds payable in respect of overseas-	other funds payable in respect of overseas-
	listed shares.		listed shares.
	......		......

- 40 -

APPENDIX IV	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original article	Amended article

19	Article 241 ......	Article 241 ......
	Unless the context otherwise requires,	Unless the context otherwise requires,
	"announcement" referred to in these Articles	"announcement" referred to in these Articles
	of Association shall refer to if issued to	of Association shall refer to,if issued to
	domestic shareholders or within the PRC as	domestic shareholders or within the PRC as
	required under relevant regulations and these	required under relevant regulations and these
	Articles of Association, the announcement	Articles of Association, the announcement
	published in such Chinese newspapers as	published in such Chinese newspapers as
	specified by the PRC laws and regulations or	specified by the PRC laws and regulations or
	the securities regulatory agency under the	the securities regulatory agency under the
	State Council; and if issued to holders of H	State Council; and if issued to holders of H
	shares or in Hong Kong as required under the	shares overseas-listedsharesor in Hong
	relevant provisions or these Articles of	Kong as required under the relevant
	Association,	the announcement being	provisions or these Articles of Association,
	published in such Hong Kong newspapers as	the announcement being published in such
	specified in relevant listing rules. All notices	Hong Kong newspapers as specified in
	or other documents required under Chapter	relevant listing rules. All notices or other
	13 of the Listing Rules to be sent by the	documents required under Chapter 13 of the
	Company to the Hong Kong Stock Exchange	Listing Rules to be sent by the Company to
	shall be in English language, or accompanied	the Hong Kong Stock Exchange shall be in
	by a certified English translation.	English language, or accompanied by a
			certified English translation.
	......
			......

20	Article 249 These Articles of Association are	Article 249 These Articles of Association are
	written in Chinese. If it conflicts with a	written in Chinese. If it conflicts with a
	version in any other language, the Chinese	version in any other language, the Chinese
	version which was most recently filed and	version which was most recently filed and
	registered at the competent administration for	registered at the competent administration for
	industry and commerce shall prevail.	industry and commerceministry for market
			regulationshall prevail.

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

- 41 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

Tianjin Tianbao Energy Co., Ltd.*

天津天保能源股份有限公司

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

(Stock Code: 1671)

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Tianjin Tianbao Energy Co., Ltd.* (the "Company") will be held at 10 a.m. on June 10, 2021 (Thursday) at the meeting room, 3/F, No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the adoption of the report of the Board for the year ended December 31, 2020.
To consider and approve the adoption of the report of the Supervisory Board for the year ended December 31, 2020.
To consider and approve the annual report of the Company for the year 2020.
To consider and approve the adoption of the Group's audited financial statements as of, and for the year ended December 31, 2020.
To consider and approve the final financial accounts of the Group for the year ended December 31, 2020.
To consider and approve the financial budget of the Company for the year 2021.
To consider and approve the Company's profit distribution plan for the year ended December 31, 2020.
To consider and approve the remuneration plan for the Directors for the year ending December 31, 2021.

For identification purpose only

- 42 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

To consider and approve the remuneration plan for the Supervisors for the year ending December 31, 2021.
To consider and approve the re-appointment of KPMG as the Company's international auditors for 2021 for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine its remuneration.
To consider and approve the "14th Five-Year" strategic development plan of the Company.
To approve and confirm the proposed amendments to the rules of procedures of the Board meeting.
To approve and confirm the proposed amendments to the rules of procedures of the general meeting.

SPECIAL RESOLUTIONS

To approve and confirm the proposed amendments to the Articles of Association.
(I) To consider and approve the grant of a general mandate to the Board to allot, issue and deal with additional H Shares during the relevant period. The Board may, independently or simultaneously, allot, issue and deal with additional H Shares (otherwise than pursuant to the issue of H Shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association of the Company) that shall not exceed 20% of the number of H Shares in issue as at the date of passing the resolution. The exercise of the general mandate shall comply with the conditions below:
1. The Board may make or grant Share sales proposal and agreements which would or might require the exercise of such power after the expiry of the relevant period:
  For the purpose of this resolution, the "relevant period" means the period from the date of passing this resolution until the earliest of either:
2. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at the general meeting;
  2. the expiry date of 12 months after the passing of this resolution at the general meeting; and

- 43 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

1. 1. the date on which the authorization set out in this resolution is revoked or amended by a special resolution in a general meeting of the Company.
2. The number of H Shares to be allotted, issued or dealt with or conditionally or unconditionally agreed to be allotted, issued or dealt with (whether pursuant to the exercise of options or otherwise by the Board) shall not exceed 20% of the number of H Shares in issue as at the date of passing the resolution.
3. The Board will exercise the power under such mandate in accordance with the PRC Company Law, other applicable laws and regulations of the PRC and the Listing Rules as amended from time to time and upon the necessary approval from the China Securities Regulatory Commission and other relevant authorities.
The Board be and is hereby authorized to make such amendments to the Articles of Association of the Company as it thinks fit so as to increase the registered share capital and reflect the new capital structure of the Company upon the allotment, issuance of and dealing with H Shares as contemplated in the above paragraph (I) of this resolution in accordance with the PRC Company Law, other applicable laws and regulations in the PRC and the Listing Rules; and

Contingent on the Board resolving to allot, issue and deal with H Shares of the Company pursuant to paragraph (I) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be approved, executed and done, all such documents, deeds and things as it may consider necessary in connection with the issuance, allotment of and dealing with such H Shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the target of the issue and the place and time of the issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities.

By order of the Board

Tianjin Tianbao Energy Co., Ltd.*

Zhou Shanzhong

Chairman

Tianjin, the People's Republic of China, April 23, 2021

For identification purpose only

- 44 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from June 7, 2021 (Monday) to June 10, 2021 (Thursday) (both days inclusive), during which period no transfer of Shares of the Company can be registered. Holders of Shares who wish to attend and vote at the AGM must lodge all transfer documents accompanied by the relevant share certificates to the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on June 4, 2021 (Friday).
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy needs not to be a Shareholder.
In order to be valid, the proxy form of Shareholders for the AGM must be deposited by hand or by post to the H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM or any adjournment thereof for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings thereof should they so wish.
Shareholders or their proxies shall provide their identification documents when attending the AGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of which the Shareholder is a member, should provide a copy of such resolution.
In case of joint holders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.
The on-site AGM is expected to take less than half a day. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
The address of the head office of the Company in the PRC is No. 35 Haibinba Road, Tianjin Port Free Trade Zone, Tianjin City, the PRC.

As of the date of this notice, the Board comprises Mr. Zhou Shanzhong, Mr. Xing Cheng and Mr. Mao Yongming as executive Directors; Mr. Wang Xiaotong and Ms. Dong Guangpei as non-executive Directors; and Mr. Chan Wai Dune, Mr. Han Xiaoping and Ms. Yang Ying as independent non-executive Directors.

- 45 -

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Tianjin Tianbao Energy Co. Ltd. published this content on 23 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2021 09:15:03 UTC.

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Tianjin Tianbao Energy Unit Procures EPC Services for Road Construction Project	12-15	MT
Tianjin Tianbao Energy CFO Resigns	23-10-13	MT
Tianjin Tianbao Energy Co., Ltd. Announces the Resignation of Zhang Yubo as Chief Financial Officer	23-10-13	CI
Tianjin Tianbao Energy Swings to H1 Profit	23-09-04	MT
Tianjin Tianbao Energy Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-22	CI
Tianjin Tianbao Energy Co., Ltd. Declares Final Ordinary Dividend for the Financial Year End 31 December 2022, Payable on August 7, 2023	23-06-12	CI
Tianjin Tianbao Energy Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2022, Payable on 07 August 2023	23-05-19	CI
Tianjin Tianbao Eyes Shinewing as New Auditor	23-05-16	MT
Tianjin Tianbao Unit Renews Gas Procurement Contract with Affiliate	23-04-03	MT
Tianjin Tianbao Energy’s Profit Surges Eighteen-Fold in 2022	23-03-27	MT
Tianjin Tianbao Energy Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2022, Payable on 07 August 2023	23-03-27	CI
Tianjin Tianbao Energy Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-27	CI
Tianjin Tianbao Energy Re-Hires Chairman, GM	23-01-17	MT
Tianjin Tianbao Energy Unit Completes Capital Increase	22-12-19	MT
Tianjin Tianbao Energy, PetroChina Kunlun to Inject Additional Capital to Lingang Thermal Power; Shares Climb 17%	22-09-29	MT
Tianjin Tianbao Energy Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-31	CI
Tianjin Tianbao Energy Co., Ltd. Appoints You Shijun as an Independent Non-Executive Director	22-08-29	CI
Tianjin Tianbao Energy Co., Ltd. Provides Earnings Guidance for the Six Months Ended June 30, 2022	22-08-04	CI

	1st Jan change	Capi.
TIANJIN TIANBAO ENERGY CO., LTD.	+14.89%	11.05M
NEXTERA ENERGY	+23.15%	153B
SOUTHERN COMPANY	+11.88%	86.05B
IBERDROLA, S.A.	+2.74%	82.54B
DUKE ENERGY CORPORATION	+5.41%	79.41B
ENEL S.P.A.	-0.24%	74.02B
CONSTELLATION ENERGY CORPORATION	+84.00%	67.33B
AMERICAN ELECTRIC POWER COMPANY, INC.	+11.41%	48.24B
DOMINION ENERGY, INC.	+12.28%	44.46B
GE VERNOVA INC.	0.00%	44.27B

Tianjin Tianbao Energy Co., Ltd.

Equities

1671

CNE100002ZK7

Electric Utilities

Tianjin Tianbao Energy : CIRCULAR OF THE 2020 ANNUAL GENERAL MEETING; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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Income Statement Evolution

Sector Other Electric Utilities

instrument which relates to share		instrument which relates to share
ownership or may affect share		ownership or may affect share
ownership shall be registered, and		ownership shall be registered, and
relevant fee or such other higher fee		relevant fee or such other higher fee
determined by the Board (but such fees		determined by the Board (but such fees
shall not exceed the maximum fee		shall not exceed the maximum fee
prescribed in the Listing Rules of the		prescribed in the Listing Rules of the
Hong Kong Stock Exchange from time		Hong Kong Stock Exchange from time
to time) shall be paid for such		to time) shall be paid for such
registration;		registration;
(II) The transfer instrument only involves	(II)	The transfer instrument only involves
H shares listed in Hong Kong;		H shares overseas-listedshareslisted
		in Hong Kong;
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