Rego Interactive Co., Ltd — AGM Information 2020

Apr 28, 2020

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)

SUPPLEMENTAL NOTICE OF 2019 ANNUAL GENERAL MEETING

Reference is made to the notice of 2019 annual general meeting of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) dated 26 March 2020 (the “ AGM Notice ”) which sets out the resolutions to be considered by the shareholders of the Company (the “ Shareholders ”) at the 2019 annual general meeting (the “ AGM ”) to be held at 2:00 p.m. on 13 May 2020 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 ”).

In accordance with Article 69 of the Articles of Association of the Company, Shareholders holding, individually or jointly, 3% or more of the Company’s shares can submit a temporary motion and present a written proposal to the conveners within ten days before the date of meeting. Conveners shall issue a supplemental notice and announce the content of the temporary motions within two days after receiving the proposal.

On 27 April 2020, the board of directors of the Company (the “ Board ”) received temporary motion from Tianjin Municipal Investment Company Limited* (天津市政投資有限公司) (the “ TMICL ”), 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 will presents 2 additional ordinary resolutions at the AGM for the shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM, which will be held as originally scheduled, will consider and, if thought fit, pass the following 2 additional ordinary resolutions submitted by the TMICL in addition to the resolutions set out in the AGM Notice: As ordinary resolutions:

1. To consider and approve the appointment of Mr. Gu Wenhui as non-executive director of the Company; and

2. To consider and determine the remuneration of Mr. Gu Wenhui as non-executive director of the Company.

The biographical details of Mr. Gu Wenhui are set out in the Appendix to this supplemental notice. Having considered the background and experience of Mr. Gu Wenhui as set out in the Appendix, the Board is of the view that he is an appropriate candidate for non-executive director of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 28 April 2020

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; two non-executive Directors: Mr. Han Wei and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purpose only

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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 H Share registrar and transfer office, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or principal office of the Company at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC 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) In relation to item 8 of the Ordinary Resolution, according to Article 85 of the Articles of Association of the Company, when only one Director or supervisor is to be elected, the cumulative voting system is not applicable.

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APPENDIX

Biographical details of Mr. Gu Wenhui are set out below:

Mr. Gu Wenhui (顧文輝) (“Mr. Gu”) , aged 43, graduated from of Business School of Nankai University* (南開大學國際商學院) majoring in business administration and obtained a master’s degree in management. He currently serves as a director and the general manager of enterprise management department (head of office of the board) of Tianjin City Infrastructure Construction and Investment Group Company Limited* (天津城市基礎設施建設投資集團有限 公司), and concurrently a director of Tianjin City Investment Property Management Co., Ltd.* (天津城投置地投資發展有限公司), and secretary of party general branch, chairman and general manager of Tianjin Municipal Investment Company Limited* (天津市政投資有限公 司). From July 2003 to January 2010, Mr. Gu worked for the Company and successively served as deputy director of secretary office of the board, director of secretary office of the board, manager of planning department and chief economist. From January 2010, he has worked for Tianjin City Infrastructure Construction and Investment Group Company Limited* (天津城市 基礎設施建設投資集團有限公司) and successively served as the deputy head of the finance development department, deputy head of the asset management department, head of the asset management department, head of the office of the board (planning department) and head of enterprise management department (office of the board). Since November 2014, Mr. Gu has been concurrently a director of Tianjin City Infrastructure Construction and Investment Group Company Limited* (天津城市基礎設施建設投資集團有限公司). Since November 2016, Mr. Gu has been concurrently a director of Tianjin City Investment Property Management Co., Ltd.* (天津城投置地投資發展有限公司). Since April 2020, Mr. Gu has been concurrently the secretary of party general branch, chairman and general manager of Tianjin Municipal Investment Company Limited* (天津市政投資有限公司).

Save for the above, Mr. Gu 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. Gu 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. Gu 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 ”).

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Upon approval of Mr. Gu’s appointment at the AGM, Mr. Gu will enter into a service contract with the Company for a term commencing on the date of approval in the AGM until 17 December 2021. The remuneration of Mr. Gu 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, as of the date of this supplemental notice, the Board is not aware of any other matters in relation to Mr. Gu’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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