Tianjin Capital Environmental Protection : FURTHER ANNOUNCEMENT - DISCLOSEABLE TRANSACTIONS IN RELATION TO (1) ACQUISITION OF 100% EQUITY INTEREST IN GAOYOU COMPRO ENVIRONMENTAL RESOURCES COMPANY LIMITED; AND (2) ACQUISITION OF 100% EQUITY INTEREST IN JIANGSU YONGHUI RESOURCES UTILIZATION COMPANY LIMITED

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

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

(Stock Code: 1065)

FURTHER ANNOUNCEMENT -

DISCLOSEABLE TRANSACTIONS IN RELATION TO

1. ACQUISITION OF 100% EQUITY INTEREST IN GAOYOU COMPRO ENVIRONMENTAL RESOURCES COMPANY LIMITED; AND
2. ACQUISITION OF 100% EQUITY INTEREST IN JIANGSU YONGHUI RESOURCES UTILIZATION COMPANY LIMITED

References are made to (1) the announcement of Tianjin Capital Environmental Protection Group Company Limited (the "Company") dated 24 December 2020 in relation to the Company's proposed acquisition of 100% equity interest in Target Company I and Target Company II from the Transferors of Target Company I and the Transferors of Target Company II at the base considerations of the transfers of RMB382,910,000 and RMB397,090,000, respectively (the "Announcement"); (2) the announcement dated 18 January 2021 in relation to the Company's application for waiver under Rules 14.60A and 14.62 of the Listing Rules; (3) the announcement dated 21 January 2021 in relation to the grant of waiver under Rules 14.60A and 14.62 of the Listing Rules by the Stock Exchange; and (4) the further announcement dated 5 March 2021 in relation to the profit forecast of the discloseable transactions (collectively, the "Announcements"). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

SUMMARY OF THE ACQUISITION OF TARGET COMPANY I AND TARGET COMPANY II BY THE COMPANY

In order to enhance the market competitiveness of the Company's hazardous waste business, improve the regional layout of hazardous waste business and build the full-industrial-chain and regional comprehensive service capabilities, on 24 December 2020, the Board considered and approved the resolution in respect of the proposed signing of the Equity Transfer Agreement I by the Company with the Transferors of Target Company I, pursuant to which the Company has conditionally agreed to acquire and the Transferors of Target Company I have conditionally agreed to sell 100% equity interest in Target Company I at the Base Consideration I being RMB382,910,000 (equivalent to approximately HK$459,492,000). On the same date, the Board considered and approved the resolution in respect of the proposed signing of the Equity Transfer Agreement II by the Company with the Transferors of Target Company II, pursuant to which the Company has conditionally agreed to acquire and the Transferors of Target Company II have conditionally agreed to sell 100% equity interest in Target Company II at the Base Consideration II being RMB397,090,000 (equivalent to approximately HK$476,508,000).

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DEVELOPMENT OF THE ACQUISITION OF TARGET COMPANY I AND TARGET COMPANY II BY THE COMPANY

The Company signed the Equity Transfer Agreement I with the Transferors of Target Company I and the Equity Transfer Agreement II with the Transferors of Target Company II, respectively on 8 January 2021, and the change in the industrial and commercial registration of Target Company I and Target Company II had been completed on 26 January 2021. As stated in the section headed "EQUITY TRANSFER AGREEMENTS－EQUITY TRANSFER AGREEMENT II - Consideration and payment method" of the Announcement, according to the Equity Transfer Agreement II, upon payment of the first instalment of the Equity Transfer Agreement II, the Company will engage an audit firm recognized by the parties to the Equity Transfer Agreement II to conduct a supplemental audit on Target Company II by taking the Completion Date II as the benchmark date, to confirm the book balance of construction payables, the book balance of other payables and the balance of non-operating debts (including bank loans) of Target Company II, and calculate the final consideration payable by the Company after deducting the above three balances on the basis of the Base Consideration II, and confirm the amount of final instalment. According to the agreement on the transfer price and its payment method of Target Company II as set out above, the bank loan balance of Target Company II after audit is determined to be RMB47,000,000 (equivalent to approximately HK$56,400,000), upon the reduction of which, the actual price to be paid by the Company for the acquisition of Target Company II shall be RMB350,090,000 (equivalent to approximately HK$420,108,000). As at the date of this announcement, the Company has paid RMB349,183,100 (equivalent to approximately HK$419,019,720) of the purchase price in respect of Target Company II as agreed, with the remaining RMB906,900 (equivalent to approximately HK$1,088,280) to be paid.

As stated in the section headed "EQUITY TRANSFER AGREEMENTS－EQUITY TRANSFER AGREEMENT I－Consideration and payment method" of the Announcement, according to the Equity Transfer Agreement I, upon payment of the first instalment of the Equity Transfer Agreement I, the Company will engage an audit firm recognized by each party of the Equity Transfer Agreement I to conduct a supplemental audit on Target Company I by taking the Completion Date I as the benchmark date to confirm the book balance of construction payables, the book balance of other payables and the balance of non-operating liabilities (including bank loans) of Target Company I, and calculate the final consideration payable by the Company after deducting the above three balances on the basis of the Base Consideration I, and confirm the amount of the final instalment. According to the agreement on the transfer price and its payment method of Target Company I as set out above, the actual price to be paid by the Company for the acquisition of Target Company I shall be RMB382,910,000 (equivalent to approximately HK$459,492,000), as at the date of this announcement, the Company has paid RMB379,628,700 (equivalent to approximately HK$455,554,440) of the purchase price in respect of Target Company I as agreed, with the remaining RMB3,281,300 (equivalent to approximately HK$3,937,560) to be paid.

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For any follow-up matters in relation to the Acquisitions, the Company will take into account the actual implementation progress and perform its information disclosure obligations in accordance with the listing rules of the Shanghai Stock Exchange, the Listing Rules, the Company's articles of association, relevant laws and regulations and regulatory documents as and when appropriate. Investors are reminded of the investment risks.

By Order of the Board

Liu Yujun

Chairman

Tianjin, the PRC

26 April 2021

As at the date of this announcement, 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.

For the purpose of this announcement, the following exchange rate has been applied: RMB1.00=HK$1.20.

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