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(a joint stock limited company incorporated in the People’s Republic of with limited liability) (Stock Code: 1065)

DISCLOSEABLE TRANSACTION

A PPP PROJECT FOR SEWAGE TREATMENT IN JIESHOU CITY (2nd Batch)

References are made to the overseas regulatory announcement of the Company dated 2 February 2018 in relation to the PPP Project (1st Batch) and the overseas regulatory announcement of the Company dated 30 January 2019 in relation to the bid winning of the PPP Project.

On 30 January 2019, the Board considered and approved the implementation of the PPP Project for Sewage Treatment in Jieshou City (2nd Batch), pursuant to which Jieshou Company proposes to enter into a project agreement with Jieshou Development Bureau to implement the PPP Project. The total investment amount for the PPP Project is expected to be approximately RMB487,248,600.

As it is expected that the Project Agreement will be entered into within a 12-month period after the date of the Project (1st Batch) Agreement, pursuant to Rule 14.22 of the Listing Rules, the transactions contemplated under the Project Agreement shall be aggregated together with the transactions contemplated under the Project (1st Batch) Agreement.

As one or more of the applicable percentage ratios (after aggregation) are more than 5% but less than 25%, the transaction contemplated under the Project Agreement constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, such transaction is subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

—1— INTRODUCTION

References are made to the overseas regulatory announcement of the Company dated 2 February 2018 in relation to the PPP Project (1st Batch) and the overseas regulatory announcement of the Company dated 30 January 2019 in relation to the bid winning of the PPP Project.

On 30 January 2019, the Board considered and approved the implementation of the PPP Project for Sewage Treatment in Jieshou City (2nd Batch), pursuant to which Jieshou Company proposes to enter into a project agreement with Jieshou Development Bureau to implement the PPP Project. A summary of the principal terms of the Project Agreement is set out below.

PROJECT AGREEMENT

(1) Parties

(a) Jieshou Company; and

(b) Jieshou Development Bureau.

(2) Principal Terms

According to the provisions of the Project Agreement, Jieshou Development Bureau agreed to grant the concession rights for the PPP Project to Jieshou Company, including financing, design, construction, operation and maintenance of the township sewage treatment plants and supporting pipeline network in Jieshou City, the sewage treatment plant and supporting pipeline network for Jinzhai Employment and Venture Parks in Jieshou City, and the sewage outlet regulation project in Jieshou City.

The total investment amount of the PPP Project is expected to be approximately RMB487,248,600, of which RMB146,182,200 will be used as the funding of the project and financed by additional registered capital of Jieshou Company; The remaining construction funds will be sought by Jieshou Company through bank financing etc.

With respect to the funding of the project, the Company intends to increase its capital contribution to Company by RMB146,182,200, which will then be used to increase the capital contribution of Fuyang Company to Jieshou Company for the investment in the PPP Project; Fuyang Company shall complete the contribution of RMB146,182,200 to Jieshou Company within 180 days after entering into the Project Agreement.

—2— (3) Information on the PPP Project

As provided in the Project Agreement, the PPP Project refers to the PPP project for sewage treatment in Jieshou City (2nd Batch) implemented by Jieshou Company in cooperation with Jieshou Development Bureau, which consists of three sub-projects, i.e. the new township sewage treatment plants and supporting pipeline network project, the new sewage treatment plants and supporting pipeline network for Jinzhai Employment and Venture Park project, and the new sewage outlet regulation project.

The new township sewage treatment plants and supporting pipeline network project include 11 sewage treatment plants and 4 integrated lift stations in 15 townships of Jieshou City. The short term capacity of the sewage treatment plant is 9,100 tons/day, which can be lifted to 15,500 tons/day in the future, with a total length of the supporting pipeline of 161.87 kilometers.

With respect to the new sewage treatment plants and supporting pipeline network for Jinzhai Employment and Venture Park project, the short term capacity of the sewage treatment plant is 7,500 tons/day, which can be lifted to 15,000 tons/day in the future, with a total length of the supporting pipeline of 4.03 kilometers.

The new sewage outlet renovation project in Jieshou City comprises seven sewage outlets, i.e. 5 sewage outlets on the north bank, and 2 sewage outlets on the south bank of Yinghe River, with a total length of supporting pipeline of about 4.096 kilometers.

(4) Concession Rights

The concession period of the PPP Project will be 30 years commencing from the effective date of the Project Agreement, including approximately 1 year for construction and 29 years for operation. Jieshou Company is responsible for investing, constructing and operating the PPP Project. During the concession period, Jieshou Company receives the sewage treatment service fees, sewage pipe network service fees and sewage service fees from the government.

After expiration of the concession period, Jieshou Company shall transfer the facilities of the PPP Project in normal operating conditions to Jieshou Development Bureau or an entity it designated at nil consideration according to the provisions of the Project Agreement.

—3— (5) Letter of Guarantee

(a) Letter of Performance Guarantee

Jieshou Company shall provide a Letter of Performance Guarantee in the amount of RMB35,000,000 to Jieshou Development Bureau when entering into the Project Agreement to secure the due performance of the obligations of Jieshou Company under the Project Agreement. The Letter of Performance Guarantee will be discharged within 5 days after the delivery of the Letter of Transfer Guarantee by Jieshou Company.

(b) Letter of Transfer Guarantee

Jieshou Company shall provide a Letter of Transfer Guarantee in the amount equivalent to the total amount of government payment of services fees under the Project Agreement for the six months prior to the delivery of the Letter of Transfer Guarantee to Jieshou Development Bureau before the commencement of the final operation year within the project operation period. The Letter of Transfer Guarantee will be discharged within 5 days after the expiration of the warranty period of the PPP Project (ie. 12 months from the delivery of facilities of PPP Project).

INFORMATION ON THE COMPANY, FUYANG COMPANY, JIESHOU COMPANY AND JIESHOU DEVELOPMENT BUREAU

The Company is principally engaged in investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of sewage water, tap water and other types of water; design, construction, management, building and operation management of municipal infrastructures; license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of City; development and operation of environmental protection technology and products; leasing of self-owned properties, etc.

Fuyang Company is a wholly-owned subsidiary of the Company. It is mainly engaged in, including but not limited to, the development, construction, operation and management of municipal sewage treatment plants, tap water plants and ancillary facilities and solid waste treatment facilities; research and development and promotion of environmental protection technology; project consulting services for water treatment facilities, environmental works, municipal works, highway works and transportation works, etc.

—4— Jieshou Company is a wholly-owned subsidiary of Fuyang Company. It is mainly engaged in, including but not limited to, investment, construction, operation, management, technical consultation and auxiliary services of treatment facilities of sewage water, tap water and other types of water; development and operation of environmental protection technology and products, etc.

Jieshou Development Bureau is the institution authorized by the People’s Government of Jieshou for implementing the PPP Project. It is mainly responsible for urban construction and management of, including but not limited to, municipal public facilities such as urban roads, sewage treatment, garbage treatment and drainage.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Jieshou Development Bureau and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR ENTERING INTO THE PROJECT AGREEMENT

The PPP Project will help the Company expand the market share of its sewage treatment business and increase the revenue and profitability of the Company. The acquisition of the PPP Project will be of great significance for the increase in regional influence and the enhancement of the overall scale of the Company, which are in line with the development strategies of the Company.

The terms of the Project Agreement were determined after arm’s length negotiations among the parties thereto. The Directors (including the independent non-executive Directors) consider that the terms of the Project Agreement are on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As it is expected that the Project Agreement will be entered into within a 12-month period after the date of the Project (1st Batch) Agreement, pursuant to Rule 14.22 of the Listing Rules, the transactions contemplated under the Project Agreement shall be aggregated together with the transactions contemplated under the Project (1st Batch) Agreement.

As one or more of the applicable percentage ratios (after aggregation) are more than 5% but less than 25%, the transaction contemplated under the Project Agreements constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, such transaction is subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

—5— DEFINITIONS

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

“Board” the board of Directors

“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 Stock Exchange and the Stock Exchange respectively

“Connected Person(s)” has the same meaning as ascribed to it under the Listing Rules

“Directors” the directors of the Company, including the independent non-executive directors

“Fuyang Company” Fuyang Capital Water Company Limited* (阜陽創業水 務有限公司), a direct wholly-owned subsidiary of the Company and the sole shareholder of Jieshou Company

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Jieshou Company” Jieshou Capital Water Company Limited* (界首市創業 水務有限公司), or such Jieshou Capital Water Company Limited after the increase in capital contribution for the purpose of implementing the PPP project during the cooperation period under the Project Agreement, an indirect wholly-owned subsidiary of the Company

“Jieshou Development Department of Housing and Urban-rural Development Bureau” of Jieshou (界首市住房和城鄉建設委員會)

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“percentage ratios” has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction

—6— “PPP Project” the PPP project for sewage treatment in Jieshou City (2nd Batch) implemented by Jieshou Company and Jieshou Development Bureau in the model of cooperation between the government and social capital (PPP Model), which consists of three sub-projects, i.e. the new township sewage treatment plant and supporting pipeline network, the new sewage treatment plant and supporting pipeline network for Jinzhai Employment and Venture Park, and the new sewage outlet renovation project.

“PPP Project (1st the PPP project for sewage treatment in Jieshou City Batch)” (1st Batch) implemented by Jieshou Company and Jieshou Development Bureau in the model of cooperation between the government and social capital (PPP Model) of a total investment amount of approximately RMB279,945,500, particulars of which are set out in the overseas regulatory announcement of the Company dated 2 February 2018

“PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

“Project Agreement” the project agreement in relation to the PPP Project proposed to be entered into between Jieshou Company and Jieshou Development Bureau, pursuant to which the parties agree to cooperate to implement the PPP Project, and Jieshou Development Bureau agree to grant the concession rights of the PPP Project to Jieshou Company

“Project (1st Batch) the project agreement in relation to the PPP Project (1st Agreement” batch) entered into between Jieshou Company and Jieshou Development Bureau on 26 March 2018, pursuant to which the parties agreed to cooperate to implement the PPP Project (1st batch), and Jieshou Development Bureau agreed to grant the concession rights of the PPP Project (1st batch) to Jieshou Company

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” registered holder(s) of the Shares

—7— “Share(s)” share(s) of the Company with nominal value of RMB1.00 each

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 30 January 2019

As at the date of this announcement, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive Directors: Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

* For identification purposes only

—8—