Tianjin Capital Environmental Protection : Provision of Guarantees for the financing of the subsidiaries of the Company and Authorization to the Board

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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Group Company Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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

(Stock Code: 1065)

Provision of Guarantees for the financing of

the subsidiaries of the Company and Authorization to the Board

A notice of the AGM to be convened and held at 2:00 p.m. on 27 May 2021 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC are set out on pages 13 to 14 of this circular.

A form of proxy for use at the AGM was dispatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 26 April 2021. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's H share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or the Company's principal office at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

26 April 2021

	CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
I. INTRODUCTION . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. DETAILS ON THE GUARANTEES PROVIDED BY THE COMPANY

	FOR SUBSIDIARIES' FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
IV.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
V.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

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

"AGM"	the 2020 annual general meeting of the Company to be
	convened and held at 2:00 p.m. on 27 May 2021 for the
	purposes of, among other things, seeking approval from
	the Shareholders in respect of providing guarantees for
	Subsidiaries' financing and granting relevant
	authorization to the Board;
"Anhui Tianchuang Capital	Anhui Tianchuang Capital Water Company Limited* (安
Water"	徽天創水務有限公司), a company incorporated in the
	PRC with limited liability and a wholly-owned subsidiary
	of the Company as at the Latest Practicable Date;
"Articles of Association"	the articles of association of the Company, as amended,
	supplemented or otherwise modified from time to time;
"Board"	the board of Directors of the Company;
"Changsha Tianchuang Capital	Changsha Tianchuang Capital Water Co., Ltd.* (長沙天
Water"	創水務有限公司), a company incorporated in the PRC
	with limited liability and a non-wholly owned subsidiary
	of the Company as at the Latest Practicable Date;
"Changsha Tianchuang	Changsha Tianchuang Environmental Protection Co.,
Environmental Protection"	Ltd.* (長沙天創環保有限公司), a company incorporated
	in the PRC with limited liability and a non-wholly owned
	subsidiary of the Company as at the Latest Practicable
	Date;
"Company"	Tianjin Capital Environmental Protection Group
	Company Limited, a joint stock limited company
	established in the PRC whose A shares and H shares are
	listed on the Shanghai Stock Exchange and the Stock
	Exchange, respectively;
"Deqing Capital Water"	Deqing Capital Water Co., Ltd.* (德清創環水務有限公
	司), a company incorporated in the PRC with limited
	liability and a non-wholly owned subsidiary of the
	Company as at the Latest Practicable Date;
"Director(s)"	the director(s) of the Company, including the independent
	non-executive Director(s);

- 1 -

	DEFINITIONS
"Dongying Tianchi	Dongying Tianchi Environmental Technology Co., Ltd.*
Environmental"	(東營天馳環保科技有限公司), a company incorporated in
	the PRC with limited liability and a non-wholly owned
	subsidiary of the Company as at the Latest Practicable
	Date;
"Hangzhou Tianchuang Capital	Hangzhou Tianchuang Capital Water Company Limited*
Water"	(杭州天創水務有限公司), a company incorporated in the
	PRC with limited liability and a non-wholly owned
	subsidiary of the Company as at the Latest Practicable
	Date;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Jieshou Capital Water"	Jieshou Capital Water Company Limited* (界首市創業水
	務有限公司), a company incorporated in the PRC with
	limited liability and an indirect wholly-owned subsidiary
	of the Company as at the Latest Practicable Date;
"Jiuquan Capital Water"	Jiuquan Capital Water Company Limited* (酒泉創業水務
	有限公司), a company incorporated in the PRC with
	limited liability and a non-wholly owned subsidiary of
	the Company as at the Latest Practicable Date;
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"PRC"	The People's Republic of China, excluding, for the
	purpose of this circular, Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan;
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC;
"Shandong Capital Environmental	Shandong Capital Environmental Protection Technology
Protection"	Development Co., Ltd.* (山東創業環保科技發展有限公
	司), a company incorporated in the PRC with limited
	liability and a non-wholly owned subsidiary of the
	Company as at the Latest Practicable Date;

- 2 -

	DEFINITIONS
"Shareholder(s)"	the shareholder(s) of the Company;
"Shibinggui Capital Water"	Shibinggui Capital Water Company Limited* (施秉貴創
	水務有限公司), a company incorporated in the PRC with
	limited liability and a non-wholly owned subsidiary of
	the Company as at the Latest Practicable Date;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"subsidiary(ies)"	has the meaning ascribed thereto under the Listing Rules;
"Yingshang Capital Water"	Yingshang Capital Water Company Limited* (潁上創業
	水務有限公司), a company incorporated in the PRC with
	limited liability and a wholly-owned subsidiary of the
	Company as at the Latest Practicable Date; and
"%"	per cent.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

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

(Stock Code: 1065)
Executive Directors:	Registered address:
Mr. Liu Yujun (Chairman)	12/F, TCEP Building,
Ms. Wang Jing	No. 76 Weijin South Road
Mr. Niu Bo	Nankai district
	Tianjin city
Non-executive Directors:	the PRC
Mr. Gu Wenhui	Postal Code: 300381
Mr. Si Xiaolong
Independent non-executive Directors:
Mr. Di Xiaofeng
Mr. Guo Yongqing
Mr. Wang Xiangfei
	26 April 2021
To the Shareholders

Provision of Guarantees for the financing of

the subsidiaries of the Company and Authorization to the Board

1. INTRODUCTION

Reference is made to the announcement of the Company dated 25 March 2021 in relation to the guarantees for the Subsidiaries' financing and authorization to the Board.

The circular is to provide you with further information relating to the provision of guarantees for Subsidiaries' financing, and to give you a notice of the AGM to be convened for you to consider and, if thought fit, approve, among other things, the special resolution in relation to the above matters.

1. DETAILS ON THE GUARANTEES PROVIDED BY THE COMPANY FOR SUBSIDIARIES' FINANCING

The Company intends to provide additional guarantees (the "Guarantees") with a total amount of not exceeding RMB3,637,000,000 (the "Guaranteed Amount") (including the guaranteed amount of approximately RMB1,407,000,000 on the replacement of existing loans of subsidiaries) to subsidiaries of the Company (the "Subsidiary(ies)" or the "Guaranteed Party(ies)") within the period from the date of the 2020 annual general meeting to the date of 2021 annual general meeting of the Company based on business development plans and subject to the approval conditions.

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LETTER FROM THE BOARD

1. Guarantee Model

As at the date of the Latest Practicable Date, the guarantees provided by the Company for the financing of the subsidiaries of the Company are generally in the following models:

1. For the subsidiaries of the Company in the water utilities business sector

The Company obtains Public-Private Partnership ("PPP") projects in the water utilities business through public competition, negotiations and other means. Under the current policy environment, the operating model of PPP projects in water utilities in the market requires the Company to invest in and operate the PPP project through a newly established or existing project company acting as an independent legal entity. The registered capital of the project company is generally 20% to 30% of the total investment in the PPP project. In addition, the winning bidder shall guarantee the completion of financing for the PPP project as a shareholder of the project company. The Company shall contribute to the establishment of a project company (or make capital injection into the existing project company) and provide guarantees for the project financing of the project company when necessary.

1. For the subsidiaries of the Company in other environmental protection business sectors

In addition to the water utilities business, the current activities of the Company also include hazardous waste disposal, sludge disposal and new energy cooling and heating and relevant business. The project investments and the financing models for hazardous waste disposal, sludge disposal and new energy cooling and heating businesses are generally the same as the water utilities business, namely that the Company contributes an amount representing 20% to 30% of the total investment in the project to establish a project company and provides guarantees for the project financing of the project company when necessary.

(ii) Reasons For Entering Into The Guarantees

The water utilities business is the principal business of the Company and the key business development area of the Company in the future, and therefore, it is expected that PPP projects on water utilities business will be obtained from time to time, and strategic new businesses, including other environmental protection businesses, will be actively developed. As such, the Company need to provide guarantees for, among other things, the project financing of the project companies.

In order to improve efficiency and achieve efficient fundraising for the project companies, the Board proposed that the Shareholders shall, at the AGM, consider and approve the above-mentioned Guarantees and authorize the Board to consider and approve the specific matters of the Guarantees within the scope of the Guaranteed Amount.

- 5 -

LETTER FROM THE BOARD

(iii) Guaranteed Amount and Approval Conditions for the Guarantees

As considered and approved by the Board on 25 March 2021, based on the Company's business development plans, during the period from the date of the 2020 annual general meeting to the date of 2021 annual general meeting of the Company, the Company intends to provide additional guarantees with a total amount not exceeding RMB3,637,000,000 (including the guaranteed amount of approximately RMB1,407,000,000 on the replacement of existing loans of the Subsidiaries) for the Subsidiaries subject to the following six approval conditions:

1. Details of the Guaranteed Parties and the guaranteed amount are as follows:
   Unit: 0,000 Currency: RMB

			Approximate
	Name of		proportion of equity	Amount of
	Guaranteed		interest held by the	loans/	Use of loans/
Serial	Parties/		Company in the	letters of	letters of	Guaranteed
No.	Subsidiaries	Project	Guaranteed Parties	guarantee	guarantee	amount
1	Anhui	PPP Project of Yuwan	100.00%	450.00	Letter of	450.00
	Tianchuang	Sewage Treatment			performance
	Capital Water	Plant in Hefei			guarantee
2	Anhui	PPP Project of Yuwan	100.00%	500.00	New liquidity	500.00
	Tianchuang	Sewage Treatment			loans
	Capital Water	Plant in Hefei
3	Anhui	PPP Project of Yuwan	100.00%	13,358.00	Replacement	13,358.00
	Tianchuang	Sewage Treatment			of loans on
	Capital Water	Plant in Hefei			existing
					projects
4	Changsha	Changes to Phase-I	80.00%	841.86	New project	673.49
	Tianchuang	Project of Sewage			loans
	Capital Water	Treatment and
		Recycling Plant in
		Ningxiang

Economic

Development Zone

- 6 -

LETTER FROM THE BOARD

			Approximate
	Name of		proportion of equity	Amount of
	Guaranteed		interest held by the	loans/	Use of loans/
Serial	Parties/		Company in the	letters of	letters of	Guaranteed
No.	Subsidiaries	Project	Guaranteed Parties	guarantee	guarantee	amount
5	Changsha	Construction of	81.43%	1,070.71	New project	871.88
	Tianchuang	Emergency Pool for			loans
	Environmental	Sewage Treatment
	Protection	Plant in Ningxiang
		Economic
		Development Zone
6	Shibinggui	PPP Project of Sewage	95.68%	7,500.00	New project	7,176.00
	Capital Water	Treatment for			loans
		Towns and
		Townships in
		Shibing County
7	Shandong	Project of Tancheng	55.00%	8,500.00	New project	4,675.00
	Capital	Ecological			loans
	Environmental	Treatment Center
	Protection	for Comprehensive
		Materials
8	Jiuquan Capital	Construction of the	88.78%	41,500.00	Replacement	36,843.70
	Water	First and Second			of loans on
		Sewage Treatment			existing
		Plants in Suzhou			projects
		District, Jiuquan
		City under the
		Public-Private
		Partnership (PPP)
		Model
9	Jieshou Capital	Existing and New PPP	100.00%	19,600.00	Replacement	19,600.00
	Water	Project for Sewage			of loans on
		Treatment in			existing
		Jieshou City			projects
		(1st Batch)

- 7 -

LETTER FROM THE BOARD

			Approximate
	Name of		proportion of equity	Amount of
	Guaranteed		interest held by the	loans/	Use of loans/
Serial	Parties/		Company in the	letters of	letters of	Guaranteed
No.	Subsidiaries	Project	Guaranteed Parties	guarantee	guarantee		amount
10	Jieshou Capital	PPP Project for	100.00%	34,000.00		Replacement	34,000.00
	Water	Sewage Treatment				of loans on
		in Jieshou City				existing
		(2nd Batch)				projects
11	Hangzhou	Hangzhou Qige	70.00%	8,640.00		Replacement	6,048.00
	Tianchuang	Sewage Treatment				of loans on
	Capital Water	Plant Project				existing
						projects
12	Hangzhou	Hangzhou Qige	70.00%	7,360.00		New liquidity	5,152.00
	Tianchuang	Sewage Treatment				loans
	Capital Water	Plant Project
13	Deqing Capital	PPP Project of	90.00%	21,682.00		Replacement	19,513.80
	Water	Qianyuan Sewage				of loans on
		Treatment Plant in				existing
		Deqing				projects
14	Dongying	Project of Ecological	51.00%	31,700.00		New project	16,167.00
	Tianchi	Treatment Center				loans
	Environmental	for Comprehensive
		Materials in the
		Agricultural High
		and New-tech
		Development Zone
15	Yingshang	BOT Project of	100.00%	11,363.22		Replacement	11,363.22
	Capital Water	Chengnan Sewage				of loans on
		Treatment Plant in				existing
		Yingshang County,				projects
		Anhui
Total				208,065.79			176,392.09

- 8 -

LETTER FROM THE BOARD

Guarantees with serial No. 1-15 for the above-mentioned Subsidiaries provided by the Company were joint liability guarantees provided on the basis of the proportion of the contributions in respect of financing, interest, penalty interest, liquidated damages and all other expenses in a total amount of no more than RMB1,763,920,900, for which counter-guarantee agreements will be entered into. The above-mentioned Subsidiaries shall use their rights of charge and revenue arising therefrom to provide counter- guarantees to the Company in an amount no less than their respective guarantees, to ensure that the Company's risk exposure is under reasonable control.

In addition to the guarantees for the above-mentioned projects with serial No. 1-15, the Guarantees also include the subsidiaries of the Company within the scope of the consolidated financial statements of the Company for the period from the date of the 2020 annual general meeting to the date of 2021 annual general meeting of the Company, for which the guaranteed amount is expected to be not exceeding RMB1,872,729,400 for the purpose of project financing and financing demands in routine operation of the subsidiaries of the Company.

1. The respective Guaranteed Amount shall not exceed the shareholding percentage of the Company in the relevant Subsidiaries;
2. The subject project for financing is legally obtained, and has been approved by the authority of the Company that has the right to approve;
3. The income level of each of the subject project for financing meets the investment requirements and standards of the Company;
4. The Guaranteed Party has provided counter-guarantee no less than the guaranteed amount; and
5. The Guaranteed Party operates in a compliant manner and the risks are controllable.

On 25 March 2021, the Board considered and approved to propose that the Shareholders shall, at the AGM, consider and approve the Guaranteed Amount of the above-mentioned Guarantees and authorize the Board to consider and approve the following specific matters of the Guarantees within the expanded scope of the Guaranteed Amount of the Guarantees subject to the above-mentioned six conditions and that the accumulated total amount of the guarantees shall not exceed 100% of the latest audited net assets of the Company:

1. approving and making timely disclosure for each guarantee matter according to the actual progress of the project obtained by the Company and the actual needs of the relevant Subsidiary; and
2. approve whether the financing and the corresponding guarantee will provide pledge or mortgage.
3. • 9 -

LETTER FROM THE BOARD

(iv)	Financial Conditions of the Guaranteed Parties
						Unit: 0,000 Currency: RMB
		As at and for the year ended 31 December 2020
									Asset
Serial	Name of Guaranteed	Total	Net		Current	Current		Net	liability
No.	Parties/Subsidiaries	assets	assets	Liabilities	assets	liabilities	Revenue	profit	ratio
1	Anhui Tianchuang	20,440.64	5,432.44	15,008.21	881.07	4,573.92	1,540.44	-739.44	73.42%
	Capital Water
2	Changsha Tianchuang	10,218.91	2,047.90	8,171.02	954.28	2,193.42	1,120.24	-10.54	79.96%
	Capital Water
3	Changsha Tianchuang	13,788.87	4,054.85	9,734.02	606.61	1,937.27	1,469.00	-167.25	70.59%
	Environmental
	Protection
4	Shibinggui Capital Water	11,714.42	2,985.28	8,729.14	3,497.65	8,729.14	0.00	-1.03	74.52%
5	Shandong Capital	58,058.30	20,472.40	37,585.90	8,797.43	8,286.66	6,141.94	596.24	64.74%
	Environmental
	Protection
6	Jiuquan Capital Water	60,612.90	19,293.72	41,319.18	15,369.61	1,819.18	5,655.29	1,574.32	68.17%
7	Jieshou Capital Water	67,026.69	25,677.88	41,348.81	5,754.89	5,346.74	5,586.11	1,407.98	61.69%
8	Hangzhou Tianchuang	91,409.12	69,696.92	21,712.20	40,429.54	6,214.32	29,696.54	8,693.49	23.75%
	Capital Water
9	Deqing Capital Water	28,419.58	6,335.85	22,083.73	3,148.05	1,383.06	3,373.80	296.44	77.71%
10	Dongying Tianchi	500.00	499.63	0.37	320.77	0.37	0.00	-0.37	0.07%
	Environmental
11	Yingshang Capital Water	11,283.58	6,065.93	5,217.65	1,522.14	337.43	1,577.96	424.54	46.24%
						Unit: 0,000 Currency: RMB
								For the two
								months from
								1 January 2021 to
				As at 28 February 2021			28 February 2021
							Asset
Serial	Name of Guaranteed	Total	Net		Current	Current	liability		Net
No.	Parties/Subsidiaries	assets	assets	Liabilities	assets	liabilities	ratio	Revenue	profit
1	Anhui Tianchuang	20,253.90	5,240.71	15,013.19	822.72	4,578.91	74.12%	160.23	-191.72
	Capital Water
2	Changsha Tianchuang	10,463.52	2,032.08	8,431.45	1,256.42	2,453.85	80.58%	159.63	-15.82
	Capital Water
3	Changsha Tianchuang	13,705.33	4,039.60	9,665.73	598.03	1,884.50	70.53%	233.77	-15.25
	Environmental
	Protection
4	Shibinggui Capital Water	13,196.13	2,985.10	10,211.03	4,362.66	10,211.03	77.38%	0.00	-0.18

- 10 -

LETTER FROM THE BOARD

						Unit: 0,000 Currency: RMB
								For the two
								months from
								1 January 2021 to
				As at 28 February 2021			28 February 2021
							Asset
Serial	Name of Guaranteed	Total	Net		Current	Current	liability		Net
No.	Parties/Subsidiaries	assets	assets	Liabilities	assets	liabilities	ratio	Revenue	profit
5	Shandong Capital	56,199.63	19,618.21	36,581.42	7,207.03	6,882.18	65.09%	385.71	-905.59
	Environmental
	Protection
6	Jiuquan Capital Water	61,132.15	19,535.32	41,596.83	16,009.16	2,096.84	68.04%	1,003.59	241.59
7	Jieshou Capital Water	67,412.00	25,927.51	41,484.49	5,786.32	2,655.92	61.54%	961.32	249.63
8	Hangzhou Tianchuang	92,079.19	71,423.83	20,655.37	41,972.02	5,157.48	22.43%	4,364.25	1,700.90
	Capital Water
9	Deqing Capital Water	27,789.13	6,087.23	21,701.90	2,752.36	1,001.22	78.09%	144.85	-248.62
10	Dongying Tianchi	499.76	499.63	0.13	186.16	0.13	0.03%	0.00	0.00
	Environmental
11	Yingshang Capital Water	10,550.83	6,169.44	4,381.40	853.50	-294.43	41.53%	259.99	103.50

1. The Company's Decision-Making Procedures for the Guarantees

As at the Latest Practicable Date, the total amount of external guarantees provided by the Company amounts to RMB4,447,813,900 (excluding the amount of the Guarantees), all of which are financing guarantees for the wholly-owned and controlling subsidiaries within the scope of the consolidated financial statements of the Company, representing approximately 67.48% of the latest audited net assets of the Company.

As at the Latest Practicable Date, the total amount of external guarantees provided by the Company amounts to RMB6,677,197,000 (including the amount of the Guarantees), all of which are financing guarantees for the wholly-owned and controlling subsidiaries within the scope of the consolidated financial statements of the Company, representing approximately 101.3% of the latest audited net assets of the Company as at 31 December 2020, and there is no overdue guarantee.

As the total amount of external guarantees provided by the Company (including the amount of the Guarantees) is more than 50% of the latest audited net assets of the Company, according to the Articles of Association, the Guarantees are subject to the consideration and approval of the Shareholders at the AGM of the Company. As such, a special resolution for the purpose of approving, among other things, the provision of the Guarantees by the Company for the Subsidiaries' financing and the grant of authorization to the Board to consider and approve relevant specific matters within the scope of the Guaranteed Amount of the Guarantees.

- 11 -

LETTER FROM THE BOARD

III. AGM

The AGM will be held at 2:00 p.m. on 27 May 2021 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the AGM is set out on pages 13 to 14 of this circular. At the AGM, voting of the Shareholders will be conducted by way of poll.

A form of proxy for use at the AGM was dispatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 26 April 2021. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's H share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or the Company's principal office at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. The Company will make an announcement after the AGM to inform the Shareholders of the results thereof.

IV. RECOMMENDATIONS

The Directors consider that the provision of the Guarantees by the Company for the Subsidiaries' financing and the grant of authorization to the Board to consider and approve relevant specific matters within the scope of the Guaranteed Amount of the Guarantees are in the interests of the Company and its Shareholders as a whole.

Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution in respect of the proposed Guarantees to be proposed at the AGM.

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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 of

TIANJIN CAPITAL ENVIRONMENTAL PROTECTION

GROUP COMPANY LIMITED

Liu Yujun

Chairman

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NOTICE OF AGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 1065)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Tianjin Capital Environmental Protection Group Company Limited (the "Company") will be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People's Republic of China (the "PRC") on 27 May 2021 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the related announcement of the Company dated 25 March 2021 and the circular dated 26 April 2021.

1. As ordinary resolutions:

1. To consider and approve the 2020 annual report of the Company and the summary of the report announced within the PRC and overseas;
2. To consider and approve the working report of the board (the "Board") of directors (the "Directors") of the Company for the year 2020 and the operating strategy of the Company for the year 2021;
3. To consider and approve the final financial accounts of the Company for the year 2020 and the financial budget for the year 2021;
4. To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2020;
5. To consider and approve the working report of the supervisory committee of the Company for the year 2020;
6. To consider and approve the working report of independent Directors of the Company for the year 2020; and
7. To consider and approve the proposal in relation to the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external auditors of the Company and to authorize the Board to decide their remunerations.

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NOTICE OF AGM

1. As special resolution:

1. To consider and approve the provision of additional Guarantees by the Company for the financing of its Subsidiaries not exceeding the total amount of RMB3,637,000,000 and the matters relating to the authorization to the Board of the Company.

By order of the Board

Chairman

Liu Yujun

Tianjin, the PRC

26 April 2021

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun,

Ms. Wang Jing and Mr. Niu Bo; two non-executive Directors: Mr. Gu Wenhui and Mr. Si

Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

Notes:

1. The holders of shares (the "Shareholders") whose names appear on the register of members at 4:30 p.m. on 21 May 2021 will be entitled to attend the AGM. The holders of H shares of the Company ("H Shares") are reminded that the register of members of the Company's H Shares will be closed from 24 May 2021 to 27 May 2021, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Shares registrar and transfer office, Hong Kong Registrars Limited at Shops 1712 -1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 21 May 2021. The holder of H Shares and whose name appears on the register of members of the Company's H Shares at 4:30 p.m. on 21 May 2021 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.
2. Each Shareholder having the rights to attend and vote at the AGM is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the AGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.
3. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). In order to be valid, the form of proxy and, if such form of proxy is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company's H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, or the Company's principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the AGM.
4. Shareholders or their proxies shall present proofs of their identities upon attending the AGM. Should a proxy be appointed, the proxy shall also present the form of proxy.
5. The AGM is expected to last for about half a day. The Shareholders and their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381

Telephone: [phone]

Facsimile: 86-22-23930126

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