Rego Interactive Co., Ltd — AGM Information 2016

Apr 7, 2016

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.

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

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 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 24 May 2016 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 announcement of the Company dated 7 April 2016.

• A. As 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;

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1. To consider and approve the working report of independent Directors of the Company for the year 2015.

• B. As 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:

In accordance with the relevant requirements of laws, regulations and regulatory documents of the PRC including the Company Law, the Securities Law and the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公( 司債券發行與交易管理辦法》), upon diligent verification of the qualifications and conditions for the public issue of the Corporate Bonds, the Board considered that the Company is in compliance with the requirements of applicable laws, regulations and regulatory documents in connection with the public issue of corporate bonds and possesses the qualifications and conditions for public issue of the Corporate Bonds to the Qualified Investors as prescribed under the Administrative Measures for the Issuance and Trading of Corporate Bonds （《公司債券發行與交易管理辦法》）.

1. 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.

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• 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.

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1. 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:

In order to ensure the efficient and orderly implementation of the Company’s public issue of the Corporate Bonds to the Qualified Investors, the Company shall, in accordance with the relevant requirements of the applicable PRC laws and regulations including the Company Law, the Securities Law and the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公( 司債券發行與交易管理辦法》) as well as the Articles of Association of the Company, propose to the AGM to authorize the Board to handle all matters in relation to the public issue of the Corporate Bonds at its absolute discretion, including but not limited to:

• (i) To formulate and adjust the specific issue plan and amend and adjust the issue terms in respect of the public issue of the Corporate Bonds in accordance with the relevant requirements of national laws, regulations and the relevant securities regulatory authorities as well as the resolutions passed at the AGM and according to the Company’s needs and the bond market conditions, including but not limited to all matters in relation to the proposed issue of the Corporate Bonds such as the specific issue size, maturity and maturity periods of the Corporate Bonds, coupon rate of the Corporate Bonds and its way of determination, timing of the issue, issue arrangement (including whether the Corporate Bonds will be issued in tranches, number of tranches and issue size for each tranche), guarantee arrangement, ways of repayment of principal and payment of interest, rating arrangement, specific subscription method, specific placing arrangement, whether the repurchase terms or redemption terms will be set and the specific contents thereof, establishment of a custodial account for the proceeds raised, use of proceeds and proportion of proceeds thereof, guarantee measures arrangement and listing of the bonds;

• (ii) To determine the engagement of intermediaries to assist the Company to handle matters in relation to the reporting and listing of the Corporate Bonds; to select the bond trustee, sign the bond trustee management agreement and formulate rules for the bondholders’ meeting for the purpose of the issue of the Corporate Bonds;

• (iii) To be responsible for implementing and executing the issue and the application for listing of the Corporate Bonds, including but not limited to the formulation, approval, authorisation, signing, execution, modification and completion of all necessary documents, contracts, agreements and indentures (including but not limited to underwriting agreements, bond trustee management agreements, proceeds supervisory agreements, listing

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agreements and other legal documents) in relation to the issue and listing of the Corporate Bonds, and to make appropriate supplements or adjustments to the reporting documents in accordance with the requirements of relevant regulatory authorities;

• (iv) To handle matters in relation to the listing of the Corporate Bonds as well as the repayment of principal and payment of interest upon completion of the issue of Corporate Bonds;

• (v) Save for matters which are required to be re-voted by the Shareholders at the general meeting in accordance with the requirements of relevant laws, regulations and the Articles of Association of the Company, to make corresponding adjustments to matters in relation to the public issue of the Corporate Bonds, or to decide upon as to whether relevant work in relation to the issue of the Corporate Bonds shall proceed based on the actual circumstances, according to the opinions issued by relevant regulatory authorities or in response to the changes in policies or market conditions;

• (vi) To handle other matters in relation to the issue of the Corporate Bonds; and

• (vii) The chairman shall act as the authorised person for the issue of the Corporate Bonds and shall, on behalf of the Company, handle matters in relation to the issue of the Corporate Bonds in accordance with the resolution(s) of the AGM and the authorisation as delegated by the Board.

The authorisation above shall be effective from the date of approval at the AGM till the date of completion of the aforesaid authorised matters.

For details of the above resolutions, please refer to the 2015 annual report of the Company published on the websites of the Shanghai Stock Exchange (http://www.sse.com) and The Stock Exchange of Hong Kong Limited (http://www.hkex.com.hk), and the Company’s announcements dated 29 March 2016 and 7 April 2016.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 7 April 2016

As at the date of this notice, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Peng Yilin; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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Notes:

• (1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:00 p.m. on 22 April 2016 will be entitled to attend the general meeting. 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 23 April 2016 to 24 May 2016, 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 Rooms 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00 p.m. on 22 April 2016. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares on 23 April 2016 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 general meeting 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 general meeting. 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 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 general meeting.

• (4) Shareholders who intend to attend the general meeting should complete and return the completed and signed reply slip for attendance to the office of the secretary of the Board at the Company’s principal office address on or before 3 May 2016 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.

• (5) Shareholders or their proxies shall present proofs of their identities upon attending the general meeting. Should a proxy be appointed, the proxy shall also present the form of proxy.

• (6) The general meeting is expected to last for about half a day. The Shareholders and their proxies attending the general meeting 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: 86-22-23930128 Facsimile: 86-22-23930126

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