Rego Interactive Co., Ltd — AGM Information 2016

Apr 7, 2016

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

PROXY FORM FOR USE AT THE 2015 ANNUAL GENERAL MEETING

The number of H Shares to which this proxy form relates [(Note][1)]

I/We [(note][2)]

of

being the registered holders of [(note][1)] H shares (the “ Shares ”) of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”), is/are the shareholder(s) of the Company, and HEREBY APPOINT THE CHAIRMAN OF THE 2015 [3)] ANNUAL GENERAL MEETING or [(note] as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) of the Company to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC at 2:00 p.m. on 24 May 2016 (or at any adjournment thereof) and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit. My/our proxy will also be entitled to vote on any matter properly put to the AGM in such manner as he/she thinks fit.

		Resolutions		For(note 4)	Against (note 4)	Against (note 4)	Against (note 4)	Against (note 4)
		Ordinary Resolutions
	1.	To consider and approve the 2015 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 2015 and the operating
		strategy of the Company for the year 2016;
	3.	To consider and approve the final financial accounts of the Company for the
		year 2015 and the financial budget for the year 2016;
	4.	To consider and approve the proposal in respect of the profit appropriation plan
		of the Company for the year 2015;
	5.	To consider and approve the proposal in relation to the re-appointment of
		PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the
		PRC and international auditors of the Company respectively, and to authorize
		the Board to decide their remunerations;
	6.	To consider and approve the working report of the supervisory committee of the
		Company for the year 2015;
	7.	To consider and approve the working report of independent Directors of the
		Company for the year 2015.
		Special Resolutions
	1.	To consider and approve the Company’s compliance with the conditions in
		relation to the public issue of the Corporate Bonds to the Qualified Investors.
	2.	To consider and approve the proposal in respect of the public issue of the
		Corporate Bonds of the Company:
		2.1 Issue size of the Corporate Bonds: The total issue size of the Corporate
		Bonds will be no more than RMB1.8 billion (RMB1.8 billion inclusive)
		and shall account for not more than 40% (40% inclusive) of the
		Company’s net assets as at the end of the latest period as shown in the
		consolidated financial statements. The Board or such persons as
		authorised by the Board shall be granted the authority to determine the
		specific issue size of the Corporate Bonds according to the capital needs
		of the Company and market conditions at the time of issue within the
		aforesaid scope.
		2.2 Maturity of the Corporate Bonds: The maturity of the Corporate Bonds
		shall not exceed 10 years (10 years inclusive). The Corporate Bonds can
		be with single maturity period or with various maturity periods. The
		Board or such persons as authorised by the Board shall be granted the
		authority to determine the specific maturity structures of the Corporate
		Bonds and the offer size for Corporate Bonds with different maturity
		structures prior to the issue according to the capital needs of the Company
		and market conditions at the time of issue.
		2.3 Coupon rate of the Corporate Bonds and way of determination: The
		Corporate Bonds are fixed interest bonds. The coupon rate is calculated
		per annum by adopting the simple interest method and there will not be
		any compound interest. The coupon rate will be determined by using the
		book-building method.

			Special Resolutions	For(note 4)	Against (note 4)
		2.4	Issue method: The Corporate Bonds shall be issued publicly to the
			Qualified Investors. Upon approval by the China Securities Regulatory
			Commission, the Corporate Bonds may be issued in one or more tranches.
			The Board or such persons as authorised by the Board shall be granted the
			authority to determine the specific issue method according to the capital
			needs of the Company and market conditions at the time of issue.
		2.5	Guarantee arrangement: The Corporate Bonds shall be non-guaranteed
			bonds.
		2.6	Redemption terms or repurchase terms: The Board or such persons as
			authorised by the Board shall be granted the authority to determine as to
			whether the Corporate Bonds shall include redemption terms or
			repurchase terms as well as the specific contents of relevant terms
			according to the capital needs of the Company and market conditions at
			the time of issue.
		2.7	Use of proceeds: After deducting the issue expenses, the proceeds from
			the issue of Corporate Bonds are intended to be used to repay loans of the
			Company (including its subsidiaries) and replenish working capital of the
			Company (including its subsidiaries) as well as for other purposes as
			permitted by applicable laws and regulations. The Board or such persons
			as authorised by the Board shall be granted the authority to determine the
			specific use and the proportion of proceeds to be allocated thereto
			according to the actual needs of the Company.
		2.8	Targets of issue and placement arrangements for the Shareholders: The
			issue targets of the Corporate Bonds will be the Qualified Investors who
			meet the requirements of the Administrative Measures for the Issuance and Trading of Corporate Bonds (《公司債券發行與交易管理辦法》), and
			the Corporate Bonds will not be placed to the Shareholders with priority.
		2.9	Underwriting method and listing arrangement: The Corporate Bonds shall
			be underwritten by the lead underwriter or the underwriting syndicate
			organized by the lead underwriter by way of standby underwriting. Upon
			completion of issue of the Corporate Bonds and subject to compliance
			with the listing requirements, the Company will apply for the listing and
			trading of the Corporate Bonds on the Shanghai Stock Exchange. Upon
			the approval of the relevant PRC regulatory authorities and as permitted
			by applicable laws and regulations, the Company may also apply for the
			listing and trading of the Corporate Bonds on other stock exchanges.
		2.10	Effective term of the resolutions: The resolutions on issue of the
			Corporate Bonds shall be effective for a term of 24 months commencing
			from the date of approval at the AGM.
	3.	To consider and approve the authorization of the Board to handle all matters in
		relation to the public issue of the Corporate Bonds at its absolute discretion.

[5)] Date: 2016 Signature(s) [(note] : Notes:

1. Please insert the number of shares (the “Shares”) in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s).

2. Please insert the full name(s) in Chinese and English and address(es) (as shown in the register of members of the Company) in block capital(s).

3. If any proxy other than the Chairman of the AGM is preferred, strike out “the Chairman of the 2015 Annual General Meeting” and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the AGM. The proxy needs not be a member of the Company. Any alteration made to this proxy form must be signed by the person who signs it.

4. Important: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice(s) convening the AGM.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.

6. In order to be valid, this proxy form and, if such proxy form 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 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 or any adjournments thereof.

7. A proxy, on behalf of the shareholder of the Company, attending the AGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy.

8. This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 6; and the other copy shall be produced upon the AGM by the proxy of the shareholder of the Company pursuant to Note 7.

9. Completion and delivery of this proxy form will not prelude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

10. In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the AGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

11. The proxy needs not be a member of the Company but must attend the AGM in person to represent you.

12. The resolutions set out in this proxy form are only summary. The full text is set out in the “Notice of 2015 Annual General Meeting”.