Rego Interactive Co., Ltd — AGM Information 2018

Apr 24, 2018

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

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

(Stock Code: 1065)

SUPPLEMENTAL NOTICE OF 2017 ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) dated 27 March 2018 (the “ AGM Notice ”) which sets out the resolutions to be considered by the shareholders of the Company (the “ Shareholders ”) at the 2017 annual general meeting to be held at 2:00 p.m. on Monday, 14 May 2018 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 ”) (the “ AGM ”) .

The board of directors of the Company (the “ Board ”) received extraordinary proposals from Tianjin Municipal Investment Company Limited, the controlling shareholder of the Company, requesting the Board to table the same for consideration at the AGM. Pursuant to the relevant provisions of laws and regulations and the articles of association of the Company, the Board hereby presents the aforementioned proposals to the AGM for consideration.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following ordinary resolutions and special resolution submitted by the controlling shareholder in addition to the resolutions set out in the AGM Notice:

ORDINARY RESOLUTION

1. To consider the resolution on the appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the Company’s PRC and international auditor respectively and to authorize the Board to determine their remunerations. In respect of resolution no.7, please refer to note 4 for details.

2. To consider and approve the appointment of Mr. Yu Zhongpeng as non-executive director of the Company.

3. To consider and approve the appointment of Mr. Han Wei as non-executive director of the Company.

“Cumulative voting” will be used in respect of resolutions no. 8 and no. 9. Please refer to note 5 for details.

1. To consider and determine the remuneration of Mr. Yu Zhongpeng and Mr. Han Wei as non-executive directors of the Company.

The biographical details of Mr. Yu Zhongpeng and Mr. Han Wei are set out in the Appendix to this supplemental notice. Having considered the background and experience of Mr. Yu and Mr. Han as set out in such Appendix, the Board is of the view that they are appropriate candidates for non-executive directors.

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SPECIAL RESOLUTION

1. To consider and, if thought fit, to approve the resolution on the extension of the validity period for the resolutions of the general meeting in relation to the issuance of corporate bonds by the Company.

“ THAT

the extension of the validity period for the resolutions of the general meeting in relation to the issuance of corporate bonds for 12 months be approved.”

By order of the Board Tianjin Capital Environmental Protection Group Company Limited Liu Yujun Chairman

Tianjin, the PRC 24 April 2018

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; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

Notes:

• (1) A revised form of proxy is enclosed with this supplemental notice. Whether or not you are able to attend the AGM, you are requested to complete the accompanying revised form of proxy in accordance with the instructions printed thereon and return the same to the Company’s principal office (address: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC) or H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be) . Completion and return of the revised form of proxy will not preclude the shareholders of the Company from attending and voting in person at the AGM or any adjournment thereof.

• (2) Please refer to the AGM Notice for details in respect of the eligibility for attending the AGM, appointment of proxy, registration procedures, closure of register of members and other relevant matters.

• (3) Please refer to the reply slip of the AGM of the Company in respect of the timing and address for attending the AGM and other relevant matters.

• (4) To improve the internal control system and prevent risks, the Company is selecting auditors through public tender. As the current tendering exercise has not yet been completed, the Company intends to appoint PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers at the AGM as the Company’s PRC and international auditor respectively in order to comply with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). If the tender result is another accounting firm, the Company will hold a separate general meeting so as to perform the shareholders’ approval process for the change of the auditor.

• (5) Cumulative voting

According to the articles of association of the Company, when electing two or more directors at a shareholders’ general meeting, such directors will be elected through cumulative voting. The number of total votes that a shareholder can exercise is decided by the following factors: (i) the number of shares held by such shareholders, and (ii) the number of directors to be elected. For every share held by a shareholder who participates in the voting, the shareholder will have the same number of voting rights which equals the number of directors to be elected. A shareholder may give all his or her votes to one candidate or divide his or her votes among several candidates. Directors are elected at the AGM based on the total number of votes he or she receives.

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APPENDIX

Biographical details of Mr. Yu Zhongpeng and Mr. Han Wei are set out below:

Mr. Yu Zhongpeng (于中鵬) , aged 39, graduated from School of Economics of Nankai University with a master’s degree in economics. He currently served as secretary of party general branch, chairman and general manager of Tianjin Municipal Investment Company Limited, and member and deputy secretary (temporary post) of the party leadership group of the fourteenth session of the Communist Youth League of Tianjin. From July 2004 to July 2007, Mr. Yu Zhongpeng worked for the development department of Tianjin Expressway Investment & Construction Development Corporation. From July 2007 to August 2016, he worked for Tianjin Infrastructure Investment Group, an affiliate company of the Company and successively served as assistant to head, deputy head and head of the finance development department and deputy manager of the finance centre, during which he temporarily served as assistant to the director of office of the Tianjin Municipal Infrastructure Project Financing Leading Group. From August 2016, he has served as secretary of party general branch, chairman and general manager of Tianjin Municipal Investment Company Limited, the controlling shareholder of the Company. From January 2018, he has temporarily served as member and deputy secretary of the party leadership group of the fourteenth session of the Communist Youth League of Tianjin.

Save for the above, Mr. Yu he does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Yu has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor does he hold any other position with the Company or any of its subsidiaries. As at the date of this supplemental notice, Mr. Yu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”) .

Upon approval of Mr. Yu’s appointment at the AGM, Mr. Yu will enter into a service contract with the Company for a term commencing on the date of approval by the AGM until 17 December 2018. The remuneration of Mr. Yu will be determined with reference to the Company’s director remuneration policy, his relevant experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save for the above, the Board is not aware of any other matters in relation to Mr. Yu’s proposed appointment as a non-executive director of the Company that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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Mr. Han Wei (韓偉) , aged 41, graduated from School of Management of Tianjin University with a doctoral degree in management. From March 2009 to September 2015, he worked for Tianjin Financial City Development Co., Limited, an affiliate company of the Company, and successively served as deputy head of the asset management department, head of the asset management department and deputy chief economist. From October 2015 to March 2018, he served as deputy head of the asset management department of Tianjin Infrastructure Investment Group, the ultimate holding company of the Company. Since April 2018, he served as deputy head (in charge of overall operation) of the investment and development department of Tianjin Infrastructure Investment Group, the ultimate controlling shareholder of the Company.

Save for the above, Mr. Han does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Han has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor does he hold any other position with the Company or any of its subsidiaries. As at the date of this supplemental notice, Mr. Han does not have any interest in the shares of the Company within the meaning of the SFO.

Upon approval of Mr. Han’s appointment at the AGM, Mr. Han will enter into a service contract with the Company for a term commencing on the date of approval by the AGM until 17 December 2018. The remuneration of Mr. Han will be determined with reference to the Company’s director remuneration policy, his relevant experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save for the above, the Board is not aware of any other matters in relation to Mr. Han’s proposed appointment as a non-executive director of the Company that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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