Rego Interactive Co., Ltd — Board/Management Information 2014

Feb 27, 2014

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

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

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

According to the Articles of Association of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”), the period of appointment of each independent non-executive director of the Company shall not exceed six years. On 15 April 2014, both Mr. Xie Rong and Mr. Di Xiaofeng, the independent non-executive directors of the Company, will have served for the Company for six years and they will retire on 15 April 2014.

In order to fill the casual vacancy after the retirement of Mr. Xie and Mr. Di, the board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that the Company proposes to appoint Mr. Gao Zongze and Mr. Guan Yimin as the independent non-executive Directors, with a term of office from the date of approval of their appointment by the shareholders of the Company at the extraordinary general meeting (the “ EGM ”) to be held on 15 April 2014 to 17 December 2015.

Details of the above proposed Directors are set out as follows:

Mr. Gao Zongze (高宗澤)

Mr. Gao Zongze, aged 74, served as an independent non-executive Director of the Company from 2002 to 2008. Mr. Gao is a special advisor to the Supreme People’s Court of the PRC, a consultant to China Maritime Law Association, an arbitrator and an expert panel member of the China Maritime Arbitration Commission, an arbitrator of the Arbitration Institute of the Stockholm Chamber of Commerce, an arbitrator of the Arbitration Institute of the International Chamber of Commerce in Paris, an arbitrator of the Hong Kong Arbitration Centre, a special researcher and an invited professor of the Institute of Law of Chinese Academy of Social Sciences, a part-time

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professor of the China University of Political Science and Law, a part-time professor of the National Judges College of China, a part-time professor of the National Prosecutors College of China, a professor of the Law School of Central University of Finance and Economics, a senior partner and a first-grade lawyer of King & Wood Mallesons, Beijing. Mr. Gao studied at Dalian Maritime University of China, the Graduate School of Chinese Academy of Social Sciences and the Law School of Columbia University in the United States. Mr. Gao was the chairman and general manager of China Legal Services (Hong Kong) Company Limited from 1998 to November 2001 and a solicitor of Beijing Fusheng Law Firm from December 2001 to July 2004. He is currently a lawyer of King & Wood Mallesons since August 2004. Mr. Gao has years of experience in legal practice. He specializes in maritime law, international trade law and securities law. Mr. Gao has served as a legal counsel of the General Administration of Customs of the PRC, the former State Commodity Inspection Bureau and more than 20 major enterprises including China Petroleum & Chemical Corp., China Agri-Industries Holdings Limited, Metals & Minerals Import and Export Corporation, China National Cereals, Oils and Foodstuffs Import and Export Corporation, China National Arts & Crafts Import and Export Corporation and China Huaneng Power International Corporation. He served as an independent director of Huaneng Power International Inc. from 1995 to 2005, an independent director of Shanxi Zhangze Electric Power Co., Ltd. from 2000 to 2006, an independent director of Shenzhen Capstone Industrial Co., Ltd. from 2003 to 2006, an independent director of HL Corp. (Shenzhen) from 2006 to 2011 and an independent director of Beijing Tianqiao Beida Jade Bird Sci-Tech Co., Ltd.* (北京 天橋北大青鳥科技股份有限公司) from 2007 to 2009.

Mr. Guan Yimin (管一民)

Mr. Guan Yimin, aged 63, is currently a professor of Shanghai National Accounting Institute of China, an invited standing council member of China Association of Chief Financial Officers, an independent director of Chongqing Porton Pharmaceutical Co., Ltd.* (重慶博騰製藥科技股份有限公司), an independent director of Bank of Shanghai Co., Ltd.* (上海銀行股份有限公司), an independent director of Shanghai International Port (Group) Co., Ltd.* (上海國際港務（集團）股份有限公司) and an independent director of China Shipping Container Lines Company Limited* (中海集 裝箱運輸股份有限公司). Mr. Guan is entitled to receive special subsidies granted by the State Council of China. He graduated from the accounting faculty of Shanghai University of Finance and Economics. He was the deputy dean and the standing deputy dean of the Institute of Adult Education of Shanghai University of Finance and Economics from March 1990 to October 1998, assistant to the president of Shanghai University of Finance and Economics from October 1998 to August 2000 and the deputy dean of Shanghai National Accounting Institute from August 2000 to September 2010. He has extensive experience in investment, management, finance

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and financial accounting. Mr. Guan was an independent director of Henan Shenhuo Coal & Power Co., Ltd.* (河南神火煤電股份有限公司) from 2001 to 2007, an independent director of Shanghai Haixin Group Co., Ltd.* (上海海欣集團股份有限公 司) from 2002 to 2008, an independent director of Shanghai First Food Co., Ltd.* (上 海市第一食品有限公司) from 2004 to 2009, an independent director of Shanghai Jahwa United Co., Ltd.* (上海家化聯合股份有限公司) from 2006 to 2012, an independent director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復 星醫藥（集團）股份有限公司) from 2007 to 2013 and an independent director of China Haisum Engineering Co., Ltd.* (中國海誠工程科技股份有限公司) from 2009 to 2012. He has been an independent director of Bank of Shanghai Co., Ltd.* (上海 銀行股份有限公司) since 2009, an independent director of Chongqing Porton Pharmaceutical Co., Ltd.* (重慶博騰製藥科技股份有限公司) since 2010, an independent director of Shanghai International Port (Group) Co., Ltd.* (上海國際港 務(集團)股份有限公司) since 2012 and an independent director of China Shipping Container Lines Company Limited* (中海集裝箱運輸股份有限公司) since 2013.

Save as disclosed above, each of the above proposed Directors does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If each of the above proposed Directors is appointed as an independent non-executive Director, they will enter into service agreements with the Company respectively for a term of office from the date of approval of their appointment by the shareholders of the Company at the EGM to 17 December 2015. The proposed Directors will receive a remuneration (i.e. RMB220,000 per year before tax), which will be paid in accordance with the policy of remuneration for Directors of the sixth Board of the Company approved at the 2012 Second Extraordinary General Meeting of the Company. Such remuneration was determined with reference to the duties and responsibilities of Directors in the Company and market rates of the position.

Relationships

Save as disclosed above, each of the above proposed Directors does not have relationship with any Directors, supervisors or senior management of the Company or with any management shareholders, substantial shareholders or controlling shareholders of the Company.

Interest in the shares of the Company

So far as the Directors are aware, as at the date hereof, each of the above proposed Directors does not have any interest in the shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance).

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Matters that need to be brought to the attention of the shareholders of the Company

In relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he 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 of the Company.

EGM

The appointment of Mr. Gao and Mr. Guan as the independent non-executive Directors is subject to the approval at the EGM. The Company will convene the EGM for the purpose of, among other things, seeking the Company’s shareholders’ approval for the appointment of Mr. Gao Zongze and Mr. Guan Yimin as the independent non-executive Directors of the Company. At the EGM, voting for the proposed ordinary resolutions shall be conducted by way of poll. A notice of the EGM will be dispatched to the shareholders as soon as possible.

OPINION OF THE BOARD

Since the above appointment of independent non-executive Directors is fair and reasonable and in the interests of the Company and its shareholders as a whole, the Board recommends the shareholders of the Company to vote for the related ordinary resolutions to be proposed at the EGM.

By Order of the Board Zhang Wenhui Chairman

Tianjin, the PRC 27 February 2014

As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Wenhui, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Shi Zhenjuan; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen.

* For identification purposes only

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