Rego Interactive Co., Ltd — Board/Management Information 2016

Jan 29, 2016

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)

CHANGES IN EXECUTIVE DIRECTOR, CHIEF ACCOUNTANT AND SECRETARY TO THE BOARD

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 ”).

1. RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF ACCOUNTANT

The board (the “ Board ”) of directors (the “ Directors ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) hereby announces that Ms. Cao Shuo (“ Ms. Cao ”) has resigned, with effect from 29 January 2016, as the executive director of the Company (the “ Executive Director ”) and the chief accountant of the Company (the “ Chief Accountant ”), for other development and arrangements. Ms. Cao has confirmed that she has no disagreement with the Board and there are no matters relating to her resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to express its gratitude to Ms. Cao for her valuable contributions to the Company during her tenure of service.

2. APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF ACCOUNTANT

In order to fill the vacancy after Ms. Cao’s resignation, the Board is pleased to announce that Ms. Peng Yilin (“ Ms. Peng ”) will assume the duties of Chief Accountant with effect from 29 January 2016, and Tianjin Municipal Investment Company Limited* (天津市政投資有限公司), the controlling shareholder of the Company, has proposed to appoint Ms. Peng as the Executive Director, with terms of office from the date of approval of her appointment by the shareholders of the Company at the extraordinary general meeting of the Company to be held on 16 March 2016 (the “ EGM ”) to 17 December 2018.

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Details of Ms. Peng are set out as follows:

Ms. Peng Yilin, aged 35, is an economist. She graduated from Tianjin University of Finance and Economics, with a master degree in management. She is now the assistant general manager of the Company. Ms. Peng worked as project manager of the investment management department of Tianjin Haitai Technology Development Company Limited* (天津海泰科技發展股份有限公司) from October 2005 to March 2008. Ms. Peng has joined Tianjin Infrastructure Construction & Investment (Group) Co., Ltd since March 2008, she worked as officer in the financing development department from March 2008 to January 2012; as assistant department head of the financing development department from January 2012 to May 2015; and as financial central manager from May 2015 to October 2015. Ms. Peng has been working on corporate investment and financing, with extensive experience in finance, accounting and investment. Ms. Peng has been the assistant general manager of the Company since 29 October 2015.

Save as disclosed above, Ms. Peng does not hold any positions in the Company or any other members of the Company, nor did she hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Ms. Peng is appointed as an Executive Director, she will enter into a service agreement with the Company for a term of office from the date of approval of her appointment by the shareholders of the Company at the EGM to 17 December 2018. The Director’s remuneration to Ms. Peng will be made in accordance with the policy of remuneration for Directors of the seventh Board of the Company approved at the 2015 Second Extraordinary General Meeting of the Company. Such remuneration was determined with reference to the duties and responsibilities of the Directors in the Company and market rates of the position.

Relationships

Save as disclosed above, Ms. Peng 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.

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Interest in the shares of the Company

So far as the Directors are aware, as at the date hereof, Ms. Peng 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).

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

In relation to the appointment of Ms. Peng, there is no information which is discloseable nor is/was she 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 Ms. Peng as Executive Director 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 Ms. Peng as Executive Director. 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 of the Company as soon as possible.

Opinion of the Board

Since the appointment of Ms. Peng as Executive Director 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.

3. CHANGE IN SECRETARY TO THE BOARD

The Board also announces that Ms. Fu Yana, Executive Director, deputy general manager of the Company and the secretary to the Board of the Company (the “ Secretary to the Board ”), will retire from the position of Secretary to the Board, with effect from 29 January 2016, but will still remain as the Executive Director and the deputy general manager of the Company. Ms. Fu has confirmed that she has no disagreement with the Board and there are no matters relating to her resignation that needs to be brought to the attention of the shareholders of the Company. Mr. Niu Bo (“ Mr. Niu ”) is appointed as the Secretary to the Board, with effect from 29 January 2016.

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Details of Mr. Niu are set out as follows:

Mr. Niu Bo, aged 39, is a senior engineer graduated from Changchun University of Science and Technology with a bachelor degree in environmental engineering. Mr. Niu joined the Company in August 2004, and from then to December 2009, he has acted as the project manager, assistant department manager and department manager of the market development department (later called the strategic investment department), in charge of the market development of water projects, investment management and project assessment, etc. Since December 2009, he has been the deputy chief economist and the manager of strategic investment department of the Company, in charge of the researching and implantation of strategies, long-term investment management, organization of major projects, new project developments and tracking assessment of projects, etc. Since March 2015, he has also acted as the chairman of Tianjin Capital Environmental Protection (Hong Kong) Company Limited, a wholly-owned subsidiary of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 29 January 2016

As at the date of this announcement, the Board comprises three executive Directors: Mr. Liu Yujun, Mr. Lin Wenbo and Ms. Fu Yana; 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.

• For identification purposes only

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