Rego Interactive Co., Ltd - AGM Information 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Group Company Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES;

(2) THE 13TH FIVE-YEAR STRATEGIC PLAN;

AND

(3) APPOINTMENT OF SUPERVISOR

A notice of the AGM to be convened and held at 2:00 p.m. on 17 May 2017 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, PRC are set out on pages 37 to 39 of this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

* For identification purpose only

18 April 2017

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE
	SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES . . .	3
III.	THE 13TH FIVE-YEAR STRATEGIC PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
IV.	APPOINTMENT OF SUPERVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
V.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
VI.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VII.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . .		6
APPENDIX II — AMENDMENTS TO THE SHAREHOLDERS MEETING RULES . . .		27
APPENDIX III — AMENDMENTS TO THE BOARD MEETING RULES. . . . . . . . . . . .		31
APPENDIX IV — THE 13TH FIVE-YEAR STRATEGIC PLAN . . . . . . . . . . . . . . . . . . .		34
NOTICE	OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37

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DEFINITIONS

In this circular, unless the context requires otherwise, the following terms shall have the following meanings:

“13th Five-Year Strategic Plan” the strategic plan of the Company for five years during 2016 to 2020
“AGM” the 2016 annual general meeting of the Company to be held on 17 May 2017 for the purposes of, among other things, seeking the Shareholders’ approval for (1) the amendments to the Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules; (2) the 13th Five-Year Strategic Plan; and (3) the appointment of the Supervisor;
“Articles of Association” the articles of association of the Company; “Board” the board of Directors of the Company; “Board Meeting Rules” the rules governing the Board meeting (董事會議事規則) of the Company;
“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 Shanghai Stock Exchange and the Stock Exchange respectively;
“Director(s)” the director(s) of the Company, including the independent non-executive director(s);
“Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Latest Practicable Date” 10 April 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
“Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange;
“PRC” The People’s Republic of China, excluding, for the purpose of this Circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
“Shareholder(s)” the shareholder(s) of the Company; “Shareholders Meeting Rules” the rules governing the Shareholders meeting (股東大會議事規則) of the Company;
“Stock Exchange” The Stock Exchange of Hong Kong Limited; and “Supervisor(s)” the supervisor(s) of the Company.
For identification purpose only

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LETTER FROM THE BOARD

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

(Stock Code: 1065)

Executive Directors:

Mr. Liu Yujun (Chairman) Mr. Tang Fusheng Ms. Fu Yana Ms. Peng Yilin

Registered address: No. 45 Guizhou Road Heping District Tianjin, the PRC Postal Code: 300051

Non-executive Directors:

Mr. An Pindong Ms. Chen Yinxing

Independent non-executive Directors:

Mr. Gao Zongze Mr. Guo Yongqing Mr. Wang Xiangfei

18 April 2017

To the Shareholders

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES;

(2) THE 13TH FIVE-YEAR STRATEGIC PLAN;

AND

(3) APPOINTMENT OF SUPERVISOR

I. INTRODUCTION

Reference is made to the announcements of the Company dated 29 March 2017. The purpose of this circular is to provide you with further information relating to (1) the amendments to the Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules; (2) the 13th Five-Year Strategic Plan; and (3) the appointment of the Supervisor, and to give you a notice of the AGM to be convened to consider and, if thought fit, approve, among other things, the resolutions in relation to the above matters.

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LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES

According to the Company Law and the Guidelines for the Articles of Association of Listed Companies (Amended in 2016) of the PRC and the actual situation of the Company, the Board proposes to amend the existing Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules.

The proposed amendments to the Articles of Association are set out in the Appendix I to this circular. The proposed amendments to the Shareholders Meeting Rules are set out in the Appendix II to this circular. The proposed amendments to the Board Meeting Rules are set out in the Appendix III to this circular.

The existing articles will be renumbered accordingly upon the proposed amendments to the articles of the Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules. The English versions of the proposed amendments to the Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules are unofficial translation of their respective Chinese versions. In the event of any inconsistency, the Chinese versions shall prevail.

The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of special resolution. The proposed amendments to the Shareholders Meeting Rules and the Board Meeting Rules are subject to the approval of the Shareholders at the AGM by way of ordinary resolutions.

III. THE 13TH FIVE-YEAR STRATEGIC PLAN

Based on the conclusion of development experience over the past five years and the analysis on the core competitiveness of the Company, the Company actively studied various factors such as the domestic and overseas industry policies, financial policy and market environment, to formulate the 13th Five-Year Strategic Plan of the Company for five years during 2016 to 2020, which was mainly formulated by the Company with assistance from the external consultation institution(s), so as to guide the future development of the Company.

The details of the 13th Five-Year Strategic Plan are set out in the Appendix IV to this circular. The adoption of the 13th Five-Year Strategic Plan is subject to the approval of the Shareholders at the AGM by way of ordinary resolution.

IV. APPOINTMENT OF SUPERVISOR

In order to fill the casual vacancy after resignation of Mr. Li Yang as a Supervisor, in accordance with the nomination of Tianjin Municipal Investment Company Limited, the controlling shareholder of the Company, the Company proposes to appoint Ms. Lu Hongyan (“ Ms. Lu* ”) as a new Supervisor, with a term of office from the date of approval of her appointment by the Shareholders at the AGM to 17 December 2018.

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LETTER FROM THE BOARD

Details of the above proposed Supervisor are as follows:

Ms. Lu Hongyan, aged 47, is a lawyer. She obtained a doctor degree in laws from Nankai University. Ms. Lu has served in Tianjin Winners Law Firm (天津金諾律師事務所) and Tianjin Hongyi Law Firm (天津泓毅律師事務所) from January 2001 to December 2009. She joined the Company in January 2010 and served as a legal specialist, and has been the general counsel of the Company since January 2016. She is responsible for the legal affairs of the Company. Ms. Lu has vast legal experience in economic and corporate governance.

Saved as disclosed above, Ms. Lu does not hold any position in the Company or any other member of the Company, nor did she hold any directorship in any other listed companies in the last three years.

Length of service and remuneration

If Ms. Lu is appointed as a Supervisor, her term of office will be from the date of approval of her appointment by the Shareholders at the AGM to 17 December 2018. Ms. Lu will not receive any remuneration for serving as a Supervisor.

Relationship

Save as disclosed above, Ms. Lu has no relationship with any Directors, Supervisors or senior management of the Company, or with any substantial or controlling Shareholders of the Company.

Interest in Shares

So far as the Directors are aware, as at the Latest Practicable Date, Ms. Lu does not have any interest in the shares of the Company (as defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Ms. Lu as a Supervisor, there is no information which is discloseable nor is/was Ms. Lu involved in any of the matters required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

The appointment of Ms. Lu is subject to the approval of the Shareholders at the AGM.

V. AGM

The AGM will be held at 2:00 p.m. on 17 May 2017 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC. The notice of the AGM is set out on pages 37 to 39 of this circular. At the AGM, voting of the Shareholders will be conducted by way of poll.

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LETTER FROM THE BOARD

Proxy form for use at the AGM is also enclosed. Whether or not you intend to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. The Company will make an announcement after the AGM to inform the Shareholders of the results thereof.

VI. RECOMMENDATIONS

The Directors consider that (1) the amendments to the Articles of Association, the Shareholders Meeting Rules and the Board Meeting Rules; (2) the 13th Five-Year Strategic Plan; and (3) the appointment of the Supervisor, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

VII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

By order of the Board of TIANJIN CAPITAL ENVIRONMENTAL PROTECTION GROUP COMPANY LIMITED Liu Yujun Chairman

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The proposed amendments to the Articles of Association are set out below:

Article 8

Existing Article 8:

These Articles of Association shall be binding upon the Company and its shareholders, Directors, supervisors, general managers and other senior management members of the Company, who shall have right to make any claims and propositions regarding the Company’s affairs in accordance with the Articles of Association.

The Articles of Association shall be actionable by a shareholder against the Company and vice versa, by the Company against the Directors, supervisors, general manager and other senior management members of the Company, by shareholders against each other, by a shareholder against the Directors, supervisors, general manager and other senior management members of the Company.

The aforesaid actions include filing court proceeding and arbitration proceedings.

Amended Article 8:

The aforesaid actions include filing court proceeding and arbitration proceedings.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company shall insist on and strengthen the leadership of the Communist Party of China, and establish the grassroots organization of the Party and fully exert the functions of leading core and political core of the Party organization in accordance with the requirements of the Constitution of the Communist Party of China; the Party organization of the Company shall seriously implement the responsibility of strengthening party discipline, commence the establishment of a clean party, strengthen the establishment of leading team, talent team and party organization, innovate and advance the close combination of the establishment of the Party with the reform and development of the Company, lead the thinking and politics and mass organization, support the Shareholders’ meeting, the Board, the Supervisory Committee and the management to exercise their rights in accordance with the laws, and support the work of the staff representative meeting.

Article 51

Existing Article 51:

The shareholders of ordinary shares of the Company shall enjoy the following rights:

(1) to receive dividends and other distributions in proportion to their shareholdings;
(2) to request, summon, hold, attend or appoint a proxy to attend general meetings, and the right exercise the voting rights according to the law;
(3) to supervise the Company’s business operations, the right to present proposals or make queries;
(4) to transfer, present as gift or pledge his/her shares in accordance with laws, administrative regulations and the Articles of Association.
(5) to obtain relevant information in accordance with the Articles of Association, in which information includes:
to obtain a copy of the Articles of Association, subject to payment of costs;
to inspect (free) and copy, subject to payment of reasonable fees, the following:
- (1) all parts of the register of members;

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2)	personal particulars of Directors, supervisors,
	general manager and other senior
	management members of the Company,
	including:
	(A) present and former names and alias;
	(B) principal address (place of residence)
	(C) nationality;
	(D) primary and all other part-time
	occupations and duties;
	(E) identity document and its number;
(3)	report on the issued share capital of the
	Company;
(4)	the bond stubs of the Company;
(5)	reports showing the number and par value of
	shares repurchased by the Company and the
	maximum and the minimum prices paid in
	respect of each class of shares repurchased
	since the end of the last financial year, and
	the aggregate amount paid for such shares;
(6)	minutes of general meetings, resolutions of
	the Board of Directors and the board of
	supervisors;
(7)	financial statements;

(6) to participate in the distribution of the remaining assets of the Company in proportion to their shareholding in the event of termination or liquidation of the Company;
(7) to entitle other rights stipulated by laws, administrative regulations and the Articles of Association.
Amended Article 51: The shareholders of ordinary shares of the Company shall enjoy the following rights:
(1) to receive dividends and other distributions in proportion to their shareholdings;

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) to request, summon, hold, attend or appoint a proxy to attend general meetings, and the right exercise the voting rights according to the law;
(3) to supervise the Company’s business operations, the right to present proposals or make queries;
(4) to transfer, present as gift or pledge his/her shares in accordance with laws, administrative regulations and the Articles of Association.
(5) to obtain relevant information in accordance with the Articles of Association, in which information includes:
to obtain a copy of the Articles of Association, subject to payment of costs;
to inspect (free) and copy, subject to payment of reasonable fees, the following: (1) all parts of the register of members;
- (2) personal particulars of Directors, supervisors, general manager and other senior management members of the Company, including:
  - (A) present and former names and alias;
  - (B) principal address (place of residence)
  - (C) nationality;
  - (D) primary and all other part-time occupations and duties;
  - (E) identity document and its number;
- (3) report on the issued share capital of the Company;
- (4) the bond stubs of the Company;
- (5) reports showing the number and par value of shares repurchased by the Company and the maximum and the minimum prices paid in respect of each class of shares repurchased since the end of the last financial year, and the aggregate amount paid for such shares;

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(6) minutes of general meetings, resolutions of the Board of Directors and the board of supervisors;
(7) financial statements;
(6) to participate in the distribution of the remaining assets of the Company in proportion to their shareholding in the event of termination or liquidation of the Company;
(7) to require the Company to buy the shares of the shareholders in the event of objection to resolutions of the general meeting concerning merger or separation of the Company;
(8) to entitle other rights stipulated by laws, administrative regulations and the Articles of Association.

Article 56

Existing Article 56: Shareholders of ordinary shares shall assume the following obligations:

(1) to comply with the laws, administrative regulations and the Articles of Association;
(2) to pay for shares according to shares subscribed and the method of subscription;
(3) except otherwise specified in the laws or administrative regulations, not to withdraw shares;
(4) not to abuse their rights as shareholders to impair the interests of the Company or other shareholders, nor to abuse the status of the Company as an independent legal entity and limited liability of shareholders to impair the creditors’ interests;
(5) other obligations imposed by laws, administrative regulations and the Articles of Association.

Apart from conditions accepted at the time when shareholders subscribed for the shares, any responsibility for further subscription of shares shall not be attached to the shareholders.

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APPENDIX I

Amended Article 56:

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Shareholders of ordinary shares shall assume the following obligations:

(1) to comply with the laws, administrative regulations and the Articles of Association;
(2) to pay for shares according to shares subscribed and the method of subscription;
(3) except otherwise specified in the laws or administrative regulations, not to withdraw shares;
(4) not to abuse their rights as shareholders to impair the interests of the Company or other shareholders, nor to abuse the status of the Company as an independent legal entity and limited liability of shareholders to impair the creditors’ interests;

Where shareholders of the Company abuse their shareholders’ rights and thereby causing loss to the Company or other shareholders, such shareholders shall be liable for compensation in accordance with laws.

Where shareholders of the Company abuse the Company’s status as an independent legal entity and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.

(5) other obligations imposed by laws, administrative regulations and the Articles of Association.

Apart from conditions accepted at the time when shareholders subscribed for the shares, any responsibility for further subscription of shares shall not be attached to the shareholders.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 80

Existing Article 80:

Amended Article 80:

The Board of Directors, independent non-executive Directors (“Independent Directors”) and shareholders that meet the relevant requirements may solicit voting rights from shareholders. No payment shall be made to the shareholders for such solicitation, and information shall be fully disclosed to the shareholders to be solicited. If they publicly solicit voting rights form shareholders of listed companies, they shall do it according to relevant implementation measures.

Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

Article 85

Existing Article 85:

A shareholder (including his/her/its proxy) when voting at a general meeting, may exercise such voting rights as attached to the number of voting shares which he represents, in which case one vote is attached to each share. However, the Company’s shares held by the Company itself have no voting right and the shares are not calculated into the total number of voting shares at the meeting.

Shareholders present at the meeting shall provide one of following comments on motions to be voted: For, against or abstain. Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The election of Directors and supervisors who are not employee representatives shall implement the cumulative voting system. The system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

At the meeting where Directors and supervisors are elected, the secretary to the Board of Directors shall explain to the shareholders the specific contents and voting rules of the cumulative voting system and inform them of the number of voting rights of each share in such election.

In the execution of the cumulative voting system, the voting shareholders must write down all the Directors and supervisors they elect and write down the number of voting rights casted to each Director and supervisor. If a shareholder’s voting rights on the votes exceed the total number of his legitimate voting rights, such votes are invalid. If a shareholder’s voting rights used on the votes do not exceed the total number of his legitimate voting rights, the votes are valid.

Except for the cumulative voting system, the general meeting will vote all motions one by one. If there are different motions on the same issue, the motion will be voted in chronological order according to the time they are proposed. Except for the reason of force majeure or other special reason causing the general meeting to be adjourned or no resolutions can be made, the general meeting will not shelve or refuse to vote the motions.

When the motions is being considered at the general meeting, no amendment to the motion shall be made, otherwise such amendment shall be considered as a new motion which cannot be voted in the general meeting of this time.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

For any issue which shareholders shall abstain from voting or can only vote either in favor of or against pursuant to Rules Governing the Listing of Securities on the SEHK, the shareholders shall abstain from voting according to such regulations. Any votes in violation of the relevant regulations or restrictions casted by the shareholders or his/her/its proxy will not be calculated into the voting results.

Amended Article 85:

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail. Shareholders of the company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.

Shareholders present at the meeting shall provide one of following comments on motions to be voted: For, against or abstain. Except for the securities registration and settlement institutions which, being the nominal holders of shares subject to the interconnection mechanism of the Mainland and Hong Kong stock market transactions, shall make declaration according to the intentions of actual holders.

Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

When voting at the election of Directors and supervisors, the general meeting may implement the cumulative voting system in accordance with the Articles of Association or the resolution of the general meeting. The system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 87

Existing Article 87:

Before a poll on the motions is taken, two shareholder or proxy representatives attending the general meeting shall be invited to participate in the vote count and scrutiny. If shareholders are interested in certain issues, the relevant shareholders shall not take part in the vote count or scrutiny.

When the motions are voted at the general meeting, the auditor, lawyer, shareholder representatives and supervisor(s) shall jointly count and scrutinize the votes, the voting result shall be announced on the spot.

Amended Article 87:

Prior to the formal announcement of voting results, the companies, the vote counter(s), the substantial shareholder(s), the internet service provider and other relevant parties involved in relation to voting at the general meeting, online or by other means, shall be obliged to keep the status of voting confidential.

Article 108

Existing Article 108:

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

The Company may, according to its needs or requirements by the stock exchange where the shares of the Company are listed, establish certain special committee under the Board.

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APPENDIX I

Amended Article 108:

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

The Board has established the audit committee, the nomination committee, the strategic committee and the remunderation and assessment committee. All the members of such special committees are Directors, among which, Independent Directors shall account for the majority in the audit committee, the nomination committee, the remuneration and assessment committee and act as the chairman of such committees.

Article 110

Existing Article 110:

A Director is elected and replaced at the general meeting, with a term of office of three years. Upon expiry of his term, a Director shall be eligible for re-election and reappointment.

Unless otherwise expressly specified by applicable laws, rules, regulations and normative documents, candidates for Directors shall be nominated by Directors of previous session of the Board or shareholders holding, individually or jointly, 10% or more of the Company’s shares.

The notice period for the declaration by the candidate for Director, the resume of the candidate, the written notice to be given to the Company showing his consent for nomination shall be at least 7 days. Such notice period shall be counted from not less than 1 day after the notice of the general meeting to 7 days before the date of the general meeting.

The chairman and vice chairman of the Board of Directors shall be elected or removed by a majority of all the Directors of the Board. The term of office of each of the chairman and the vice-chairman is three years, and they can be re-elected and reappointed.

The terms of office of Director commences on the date of appointment to the expiry of the term of the session of the Board of Directors. Where a Director has not been timely re-elected at the expiry of the term of office, prior to the assumption by the re-elected Director, the former Director shall perform his/her duty as a Director in accordance with laws, administrative regulations and departmental rules and the provision of this Articles of Association.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

When there are vacancies for Directors, the term of the so appointed Directors for filling the temporary vacancies or increasing the number of Directors of the Board shall only serve his office till next general meeting. Such Director and be eligible for re-election thereat upon the end of his terms of office.

In accordance with relevant laws and administrative regulations, Director whose terms of office has not expired can be removed at the general meeting by an ordinary resolution (however, claims for compensation pursuant to any contract will not be affected). However, before the expiry of his term, a Director shall not be removed from office at a general meeting without good cause.

A Director is not required to hold any shares of the Company.

Amended Article 110:

A Director is elected and replaced at the general meeting, with a term of office of three years. Upon expiry of his term, a Director shall be eligible for re-election and reappointment.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A Director is not required to hold any shares of the Company.

Article 112

Existing Article 112:

The other powers and authorization of the Board of Directors includes:

(1) to consider and approve transactions activities, which amount to notifiable transaction or above in accordance with Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK, as amended from time to time (out of the rules of two places, the more stringent one shall apply);

To consider and approve external guarantee other than that under Article 64 of the Articles of Association which provides that those shall be approved at the general meeting, which shall be approved by a majority of all the Directors and more than two-third of the Directors present at the Board meeting. Any other issues shall be approved by a majority of the Directors present at the meeting.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) for relevant issues that are lower than the aforementioned limit of authority conferred to the Board, to authorize the chairman of the Board and general manager to approve. Such authorization shall be clearly specified in the rules of procedure of the Board of Directors. For relevant issues that are beyond the limit of authority conferred to the Board and within the scope of the consideration and approval by the general meeting, the Board of Directors shall formulate a plan and propose to the general meeting for consideration and approval.
(3) the Board shall follow applicable laws, rules and codes which provide more stringent requirements.

Amended Article 112: The other powers and authorization of the Board of Directors includes:

(1) to consider and approve transactions activities, which amount to notifiable transaction or above in accordance with Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK, as amended from time to time (out of the rules of two places, the more stringent one shall apply);

(2) for relevant issues that are lower than the aforementioned conferred to the Board, to authorize general manager office to approve; for relevant issues that are beyond the limit of authority conferred to the Board and within the scope of the consideration and approval by the general meeting, the Board of Directors shall formulate a plan and propose to the general meeting for consideration and approval.
(3) the Board shall follow applicable laws, rules and codes which provide more stringent requirements.

— 20 —

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 121

Existing Article 121:

The manner and time limit of notice of Board meeting and special Board meeting:

(I) If the time and venue of regular Board meeting has been determined by the Board of Directors in advance, notice of meeting is not required.
(II) Where the time and venue of Board meetings have not been specified in advance by the Board of Directors, the chairman of the Board shall give notice of the time and venue of Board meeting to all Directors and supervisors not less than 14 days but not more than 30 days before the date of proposed meeting by means of telex, telegram, facsimile, registered post or by hand.
(III) The notice shall be in Chinese with English translation if necessary, including the duration of meeting, reasons and topics as well as the date of giving such notice. Any Director has the right of to waive to request for receiving the notice of Board meeting.
(IV) Where a Director, who is present at the meeting, has not raised any objection that he/she has not been notified of the meeting before or at the meeting, such Director shall be deemed to have notified of the meeting.
(V) The regular Board meeting or special meeting may be held in the form of telephone conference or by means of similar communication facilities. So long as the Directors attending in the meeting are able to hear the speech of other Directors clearly and communicate, all the Directors attending in the meeting shall be deemed to have attended the meeting in person. If the meeting is held by such mean, the way of participation shall be clearly specified on the notice of meeting.

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APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(VI) The Board of Directors may accept Board meetings in the form of written communications over the resolutions to replace meetings on site. However, draft motions of the meeting must be delivered to all Directors by hand, mail, telegraph or fax. After the Board of Directors has delivered the motion to all Directors and that the number of Directors giving consent and signature to the motion has reached the quorum, such motion, if delivered to the secretary to the Board of Directors by means of methods referred to above, shall become a Board resolution and no convening of a Board meeting shall be required.

Amended Article 121:

The manner and time limit of notice of regular and special Board meeting:

(I) If the time and venue of regular Board meeting has been determined by the Board of Directors in advance, notice of meeting is not required.
(II) Where the time and venue of regular Board meetings have not been specified in advance by the Board of Directors, the chairman of the Board shall give notice of the time and venue of Board meeting to all Directors and supervisors not less than 14 days but not more than 30 days before the date of proposed meeting; the chairman of the Board shall give notice of the time and venue of special Board meeting to all Directors and supervisors 10 days before the date of proposed meeting, in case of emergency, it shall not be subject to the limitation of the time; the aforesaid notice of the Board meeting shall be given to all Directors and supervisors by means of telex, telegram, facsimile, e-mail, registered post or by hand.
(III) The notice shall be in Chinese with English translation if necessary, including the duration of meeting, agenda, reasons and topics as well as the date of giving such notice. Any Director has the right of to waive to request for receiving the notice of Board meeting.
(IV) Where a Director, who is present at the meeting, has not raised any objection that he/she has not been notified of the meeting before or at the meeting, such Director shall be deemed to have notified of the meeting.

— 22 —

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(V) The regular Board meeting or special meeting may be held in the form of telephone conference or by means of similar communication facilities. So long as the Directors attending the meeting are able to hear the speech of other Directors clearly and communicate, all the Directors attending the meeting shall be deemed to have attended the meeting in person. If the meeting is held by such mean, the way of participation shall be clearly specified on the notice of meeting.
(VI) The Board of Directors may accept Board meetings in the form of written communications over the resolutions to replace meetings on site. However, draft motions of the meeting must be delivered to all Directors by hand, mail, e-mail, telegraph or fax. After the Board of Directors has delivered the motion to all Directors and that the number of Directors giving consent and signature to the motion has reached the quorum, such motion, if delivered to the secretary to the Board of Directors by means of methods referred to above, shall become a Board resolution and no convening of a Board meeting shall be required.

Article 131

Existing Article 131: Apart from the powers conferred to by the Company Law and other relevant laws, regulations as a Director, the Company also confers to the Independent Director the following special powers:

(I) Major connected transactions (means connection transactions between the Company and connected parties required to be disclosed according to the Rules Governing the Listing of Securities on the SEHK and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (including the amended version from time to time)) shall be approved by the Independent Directors before it is submitted to the Board meeting for discussion.

Before making decision, the Independent Directors may engage the intermediaries to issue the independent financial consultation report as the basis of decision.

(II) To propose to the Board of Directors in appointing or removing the accounting firm;

— 23 —

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(III) To propose to the Board of Directors for convening the extraordinary general meeting;
(IV) To propose the convening of a Board meeting;
(V) To independently engage external audit firm and consultancy firm.

Upon unanimous consent by all Independent Directors, the Independent Directors may engage independently the external audit firm and consultancy firm to carry out the auditing and consultation of the specific matters of the Company and the related expenses shall be paid by the Company.

(VI) To solicit the voting rights from the shareholders in public before the convening of general meeting.

The Independent Directors shall obtain the consent from a majority of all Independent Directors in exercising the above powers. If the abovementioned proposals are not adopted or the abovementioned powers cannot be properly exercised, the Company shall disclose the relevant situation.

If a numeration committee, audit committee and nomination committee are established under the Board of Directors, the Independent Directors shall form more than half of the members of those committees.

Amended Article 131:

Apart from the powers conferred to by the Company Law and other relevant laws, regulations as a Director, the Company also confers to the Independent Director the following special powers:

(I) Major connected transactions (means connection transactions between the Company and connected parties required to be disclosed according to the Rules Governing the Listing of Securities on the SEHK and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (including the amended version from time to time)) shall be approved by the Independent Directors before it is submitted to the Board meeting for discussion.

Before making decision, the Independent Directors may engage the intermediaries to issue the independent financial consultation report as the basis of decision.

— 24 —

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(II) To propose to the Board of Directors in appointing or removing the accounting firm;
(III) To propose to the Board of Directors for convening the extraordinary general meeting;
(IV) To propose the convening of a Board meeting;
(V) To independently engage external audit firm and consultancy firm.

(VI) To solicit the voting rights from the shareholders in public before the convening of general meeting.

The Independent Directors shall form more than half of the members of the audit committee, the nomination committee, the remuneration and assessment committee of the Board.

Article 149

Existing Article 149:

The Board of Supervisors shall consist of 6 supervisors, in which two of them are the staff representatives of the Company. The staff representative supervisors must be appointed and dismissed by the employees of the Company democratically. Other supervisors of the Company shall be appointed and dismissed at the general meeting.

Unless otherwise specified in applicable laws, regulations, stipulations, and normative documents as well as this Articles of Association, non-staff-representative supervisors shall be nominated by the preceding Board of supervisors or the shareholders holding 10% or more of the shares of the Company, individually or jointly.

— 25 —

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The statement to the nominated supervisors candidate and the resume of candidate as well as the statement confirming the consent of the candidate to be nominated shall be sent to the Company ten business days before general meeting.

Amended Article 149:

Unless otherwise specified in applicable laws, regulations, stipulations, and normative documents as well as this Articles of Association, non-staff-representative supervisors shall be nominated by the preceding Board of supervisors or the shareholders holding 3% or more of the shares of the Company, individually or jointly.

— 26 —

APPENDIX II

AMENDMENTS TO THE SHAREHOLDERS MEETING RULES

The proposed amendments to the Shareholders Meeting Rules are set out below:

Article 39

Existing Article 39:

General meetings shall adopt voting by open ballot. A shareholder (including his/her/its proxy) when voting at a general meeting, may exercise such voting rights as attached to the number of voting shares which he represents, in which case one vote is attached to each share. However, the Company’s shares held by the Company itself have no voting right and the shares are not calculated into the total number of voting shares at the meeting.

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail.

When voting, a shareholder (including his/her/its proxy) who is entitled to two or more votes need not cast all his votes in the same way of pros or cons.

Amended Article 39:

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail.

— 27 —

APPENDIX II

AMENDMENTS TO THE SHAREHOLDERS MEETING RULES

When voting, a shareholder (including his/her/its proxy) who is entitled to two or more votes need not cast all his votes in the same way of pros or cons.

Article 40

Existing Article 40:

Amended Article 40:

— 28 —

APPENDIX II

AMENDMENTS TO THE SHAREHOLDERS MEETING RULES

Article 47

Existing Article 47:

The election of Directors and supervisors who are not employee representatives shall implement the cumulative voting system.

The system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held.

Amended Article 47:

The election of Directors and supervisors who are not employee representatives may implement the cumulative voting system.

— 29 —

AMENDMENTS TO THE SHAREHOLDERS MEETING RULES

APPENDIX II

— 30 —

AMENDMENTS TO THE BOARD MEETING RULES

APPENDIX III

The proposed amendments to the Board Meeting Rules are set out below:

Article 5

Existing Article 5:

The other powers and authorization of the Board of Directors includes:

(1) to consider and approve transactions activities, which amount to notifiable transaction or above in accordance with Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK (out of the rules of two places, the more stringent one shall apply); to consider and approve external guarantee other than that under Article 64 of the Articles of Association which provides that those shall be approved at the general meeting, which shall be approved by a majority of all the Directors and more than two-third of the Directors present at the Board meeting. Any other issues shall be approved by a majority of the Directors present at the meeting.
(2) for relevant issues that are lower than the aforementioned limit of authority conferred to the Board, to authorize the chairman of the Board and general manager to approve according to the following standards:
(i) based on the principles and methods for calculating the aforesaid notifiable transactions according to the Rules Governing the Listing of Securities on the SEHK and the Rules of Shanghai Stock Exchange for the Listing of Stocks (as amended from time to time), the chairman of the Board shall be authorized to approve any transaction with an amount below the minimum limit but above or equal to 20% of such minimum limit of the standard for any notifiable transaction requiring Board approval (“Standard for Board Approval”);
(ii) the general manager shall be authorized to approve any transaction with an amount below 20% of the Standard for Board Approval.

— 31 —

APPENDIX III

AMENDMENTS TO THE BOARD MEETING RULES

(3) As for relevant issues that are beyond the limit of authority conferred to the Board and within the scope of the consideration and approval by the general meeting, the Board of Directors shall formulate a plan and propose to the general meeting for consideration and approval.
(4) the Board shall follow applicable laws, rules and codes which provide more stringent requirements.
Amended Article 5: The other powers and authorization of the Board of Directors includes:
(1) to consider and approve transactions activities, which amount to notifiable transaction or above in accordance with Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK, as amended from time to time (out of the rules of two places, the more stringent one shall apply); to consider and approve external guarantee other than that under Article 64 of the Articles of Association which provides that those shall be approved at the general meeting, which shall be approved by a majority of all the Directors and more than two-third of the Directors present at the Board meeting. Any other issues shall be approved by a majority of the Directors present at the meeting.
(2) for relevant issues that are lower than the aforementioned limit of authority conferred to the Board, to authorize general manager office to approve.
(3) for relevant issues that are beyond the limit of authority conferred to the Board and within the scope of the consideration and approval by the general meeting, the Board of Directors shall formulate a plan and propose to the general meeting for consideration and approval.
(4) the Board shall follow applicable laws, rules and codes which provide more stringent requirements.

— 32 —

APPENDIX III

AMENDMENTS TO THE BOARD MEETING RULES

Article 12

Existing Article 12:

When the Company intends to convene regular board meeting or special board meeting, the secretary to the Board of Directors shall send written notice of meeting, which is approved by the chairman of the Board and affixed with the seal of the Board office, to all the Directors, supervisors and the general manager by hand, fax, telegram, email or other means not less than 14 days but not more than 30 days before the date of proposed meeting.

Where a special board meeting needs to be convened in emergency, the notice of meeting may be sent by telephone or by other verbal means, but the convener shall make explanations at the meeting. Notice shall be written in Chinese, with an English version when necessary. Directors may waive the rights to receive notice of Board meetings.

Amended Article 12:

When the Company intends to convene regular board meeting or special board meeting, the secretary to the Board of Directors shall send notice of Board meeting to all the directors, supervisors and the general manager by hand, fax, telegram, email or other means 14 days and 10 days respectively before the proposed date of a regular board meeting and a special board meeting.

— 33 —

THE 13TH FIVE-YEAR STRATEGIC PLAN

APPENDIX IV

The details of the 13th Five-Year Strategic Plan are set out as follows:

I. Vision, mission and values

Vision — make clear water and fresh air for the world.

Mission - purify the ecological environment and improve the quality of life.

Core values - provide professional and efficient environmental services for the community, create a harmonious environment for the growth of employees and create the biggest value for shareholders.

II. Strategic objectives

To become China’s leading and internationally renowned integrated environmental service provider.

III. Business development model and business development strategy

Based on the strategic objectives of integrated environmental service provider, the Company strives to build a “three-point linkage” development model and provide comprehensive environmental services supported by the whole industry chain by adhering to the development principle of “technology leadership, capital driving, moderate scale and legal safeguard” to focus on promoting environmentally friendly scientific and research products and services, and in-depth study of the feasibility of direct financing program. On this basis, the business involved in the 13th Five-Year period is divided into four categories, namely, basic business, strategic new business, class financial business, and concept-based business, striving to become China’s leading and internationally renowned integrated environmental service provider at the end of the 13th Five-Year period.

Basic business: it refers to the business of municipal sewage treatment, water supply, water recycling, and hosting. The basic business is the main business of the Company, which is the main source of revenue and profit. It is also a powerful driving point for the Company to break through the new comprehensive environmental services. In addition, the scale advantage can provide opportunities and platforms for the development of new business, capable of offering test promotion opportunities such as nationwide new water treatment technology, process and products.

Strategic new business: it includes industrial wastewater treatment, whole-process deodorization of sewage treatment plant, sludge treatment and its resource recycling, new energy heating and cooling, distributed photovoltaic power generation, solid waste treatment, environmental remediation, urbanization and rural pollution control, and sponge city. The strategic new business is consistent with the strategic objective of the “integrated environmental service provider” during the 13th Five-Year period. With strong profitable, higher economic added value, and shorter payback period, it can form a good complement with the basic business and optimize the overall business structure and financial structure.

— 34 —

THE 13TH FIVE-YEAR STRATEGIC PLAN

APPENDIX IV

Class financial business: it mainly attempts to carry out industrial funds and other business and explore the introduction of strategic investors. The development of class financial business aims at adapting to the development trend of the industry and opening the investment and financing channels through the class financial business to revitalize their own assets, enhance the resources integration capabilities of enterprise and achieve rapid development.

Concept-based business: it explores the relationship between the field of environmental protection and the Internet and big data, thus extending to the smart environmental protection business with reference to the existing data monitoring business. Although the concept-based business is not for the purpose of making profit in the short term, it can lead the development trend of industry to support enterprises for the mid-and-long-term layout to enhance corporate valuation.

IV. Special function development strategy

1. Institutional reform and innovation

Based on the overall strategic idea, the Company will reform the existing management structure with the business department as the center and build the line management system. Specifically, it will gradually optimize the organizational structure, consider improving the model of the business department, and build three management levels, including decision-making, operating management and operating entities.

2. Financial capital

In line with the needs of business development planning, the objectives of the Company’s financing and capital operation are as follows: to build and strengthen the comprehensive budget management with reference to the cash flow model, properly conduct fund management, improve the use efficiency, make full use of the financing platform of listed companies, and focus on direct financing model through private placement to achieve financing innovation and sound capital operation.

3. Technology development

The Company will increase investment in technology and establish research and development base; it will promote the market transformation of existing scientific research achievements, reserve a number of scientific research achievements with market prospects, and build industry technology exchange platform. It will strengthen the protection of intellectual property rights, attach importance to industrialization of R&D, and further improve the incentive mechanism.

4. Human resources

Employees and the enterprise make progress and grow together, which is the basic principle of human resources work during the 13th Five-Year period to achieve the protection of talents and provide talent support for the sustained and sound development of the Company. As at the end of the 13th Five-Year period, it will achieve reasonable structure, stable age structure, proper academic structure, professional, dedicated, collaborative, and innovative personnel team.

— 35 —

THE 13TH FIVE-YEAR STRATEGIC PLAN

APPENDIX IV

5. Comprehensive risk management

As a company listed on the Shanghai Stock Exchange and the Stock Exchange, the Company will actively respond to the specific requirements and regulations of the state and local authorities, regulatory and higher authorities, and establish a sound internal control environment and control mechanism to form the internal control organizational structure and working system with clear hierarchy and symmetric powers and responsibilities.

V. Strategic protection measures

1. Political protection

Led by the party building, we will safeguard our operation, strengthen the brand and corporate culture construction, deepen the construction of the Party conduct and honest and clean government, and establish key work special monitoring and supervision system to protect the implementation of core work.

2. Strategic implementation protection

By focusing on the preparation, implementation and evaluation of strategic planning and based on the annual strategic implementation and evaluation of the plan, the Company will continue to carry out dynamic adjustment according to the changes of internal and external environment and guide the development of the Company in real time.

3. Organization, mechanism and resource protection

According to the strategy and business development needs of the enterprise, we will continue to optimize and adjust the organizational structure, exert the role of incentive mechanism assessment team and complete the Company’s assessment and incentive mechanism reform, strengthen the internal risk control. We will make bold innovation in personnel management model and improve the assessment system and incentive mechanism.

— 36 —

NOTICE OF AGM

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 2016 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 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 17 May 2017 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 announcements of the Company dated 29 March 2017.

A. As ordinary resolutions:
To consider and approve the 2016 annual report of the Company and the summary of the report announced within the PRC and overseas;
To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2016 and the operating strategy of the Company for the year 2017;
To consider and approve the final financial accounts of the Company for the year 2016 and the financial budget for the year 2017;
To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2016;
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;
To consider and approve the 13th Five-Year Strategic Plan of the Company;
To consider and approve the amendments to the shareholders meeting rules of the Company;

— 37 —

NOTICE OF AGM

To consider and approve the amendments to the board meeting rules of the Company;
To consider and approve the working report of the supervisory committee of the Company for the year 2016;
To consider and approve the working report of independent Directors of the Company for the year 2016;
To consider and approve the appointment of Ms. Lu Hongyan as a Supervisor of seventh Supervisory Committee of the Company;
To consider and approve the remuneration of Ms. Lu Hongyan as a Supervisor.
B. As special resolution:
To consider and approve the amendments to the articles of association of the Company.

For details of the above resolutions, please refer to the 2016 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 2017.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 30 March 2017

As at the date of this notice, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Tang Fusheng, 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.

Notes:

(1) The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:00 p.m. on 13 April 2017 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 14 April 2017 to 17 May 2017, 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 13 April 2017. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares on 14 April 2017 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.

— 38 —

NOTICE OF AGM

(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 26 April 2017 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

— 39 —

AI assistant

Rego Interactive Co., Ltd — AGM Information 2017

50588_rns_2017-04-13_df19d8c3-c660-441d-b52a-27f86202229e.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES;

(2) THE 13TH FIVE-YEAR STRATEGIC PLAN;

AND

(3) APPOINTMENT OF SUPERVISOR

CONTENTS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 1065)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES;

(2) THE 13TH FIVE-YEAR STRATEGIC PLAN;

AND

(3) APPOINTMENT OF SUPERVISOR

I. INTRODUCTION

LETTER FROM THE BOARD

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE SHAREHOLDERS MEETING RULES AND THE BOARD MEETING RULES

III. THE 13TH FIVE-YEAR STRATEGIC PLAN

IV. APPOINTMENT OF SUPERVISOR

LETTER FROM THE BOARD

Length of service and remuneration

Relationship

Interest in Shares

Matters that need to be brought to the attention of the Shareholders

V. AGM

LETTER FROM THE BOARD

VI. RECOMMENDATIONS

VII. RESPONSIBILITY STATEMENT

APPENDIX I

Article 8

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 51

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 56

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 80

Article 85

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 87

Article 108

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 112

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article 121

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Rego Interactive Co., Ltd AGM Information 2017