Tianjin Capital Environmental Protection Group Company Limited (Tianjin Capital) has approved a set of governance changes aimed at strengthening oversight of directors’ remuneration and refining several corporate control mechanisms.

On 23 April 2026, the board endorsed: 1. Amendments to the Articles of Association to embed a dedicated management system for directors’ remuneration, add a chief accountant post, refine external-guarantee procedures, and clarify market-oriented rules for hiring and assessing senior managers. 2. A standalone “Management System of Directors’ Remuneration”, already cleared by the Remuneration and Assessment Committee.

Key features of the new remuneration framework: • Scope – Applies to internal, external and independent directors. • Pay structure – – Internal directors (senior managers/employees) will not receive additional board fees. – External directors receive no board remuneration. – Independent directors will be paid meeting allowances approved by shareholders. • Governance – Includes performance appraisal, clawback provisions for misconduct, and periodic disclosure of directors’ pay. • Clawback – Remuneration can be reduced or recovered if directors breach duties, cause losses, or if financial statements are restated.

Highlights of the Articles amendments: • Article 126: Adds the new remuneration management system and disclosure requirement. • Article 137: Tightens external-guarantee rules, permitting waivers of counter-guarantees only for wholly owned or controlling subsidiaries and mandating semi-annual credit reviews. • Article 173: Introduces a chief accountant role and codifies market-based recruitment, three-year tenures, and contract-based assessment for senior management. • Article 174: Establishes a remuneration system for senior managers with board-level approval, disclosure obligations, and clawback provisions.

Next steps: • Shareholder approval – The proposals will be tabled at the 2025 Annual Shareholders’ Meeting on 20 May 2026, with voting conducted by poll. • Documentation – A detailed circular outlining the full text of the amendments and the remuneration system will be dispatched to investors in due course.

Board composition at the notice date: three executive directors, three non-executive directors and three independent non-executive directors, chaired by Mr Tang Fusheng.

The governance overhaul aligns Tianjin Capital with the revised “Governance Guidelines for Listed Companies” issued by the China Securities Regulatory Commission, effective 1 January 2026, and seeks to enhance transparency, standardised operations and investor protection.