Rego Interactive Co., Ltd — Board/Management Information 2018

Oct 31, 2018

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)

(1) RE-ELECTION OF DIRECTORS AND SUPERVISORS; AND (2) DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

(1) RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of office of the seventh Board and seventh Supervisory Committee of the Company will expire in December 2018. Pursuant to the requirements of the Company Law of the PRC and the Articles of Association of the Company, and having considered factors in various aspects, the Company has suggested to nominate (1) Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo as candidates for executive Directors of the eighth Board, (2) Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong as candidates for non-executive Directors of the eighth Board, (3) Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei as candidates for independent non-executive Directors of the eighth Board, and (4) Ms. Lu Hongyan, Ms. Niu Jing, Ms. Shen Yue and Mr. Li Zongqiang as candidates for shareholder representative Supervisors of the eighth Supervisory Committee. The appointment of the above proposed Directors and Supervisors will take effect upon obtaining of approvals at the EGM, with a term of office of three years from 18 December 2018 to 17 December 2021.

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

Mr. Liu Yujun, aged 52, currently serves as the deputy chief accountant of Tianjin Investment Group and chairman of the Company. Mr. Liu Yujun was the chief accountant of Tianjin No. 4 Municipal Engineering Company (天津市第四市政工程有限公司) from December 1996 to August 2000; the chief accountant of Tianjin Metro General Company (天津市地下鐵道總公司) from August 2000 to October 2007; the deputy general manager and the chief accountant of Tianjin City Metro Group (天津市地下鐵道集團) (“TMG”) from October 2007 to November 2008; the deputy chief accountant of Tianjin Investment Group and the deputy general manager and the chief accountant of TMG from November 2008 to April 2011; the deputy chief accountant of Tianjin Investment Group, the deputy general manager and chief accountant of TMG and the secretary of the party branch, chairman of the board and general manager of Tianjin Metro Resources Investment Company Limited(天津地鐵資源投資公司) from April 2011 to April 2013. He has been the deputy chief accountant of Tianjin Investment Group since April 2013; and the general manager, secretary of the party general branch and director of Tianjin Haihe Jinan Investment Construction Development Company Limited* (天津海河金岸投資建設開發有限公司) from January to March 2015. Mr. Liu Yujun has been a Director and chairman of the Company since 13 March 2015.

Mr. Yu Zhongpeng, aged 39, graduated from School of Economics of Nankai University with a master’s degree in economics. He currently serves as a Director of the Company, and secretary of party

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general branch, chairman and general manager of TMICL, 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* (天津高速 公路投資建設發展公司). From July 2007 to August 2016, he worked for Tianjin Investment Group 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 TMICL. 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. Mr. Yu Zhongpeng has been a Director of the Company since 14 May 2018.

Mr. Han Wei, aged 41, graduated from School of Management of Tianjin University with a doctoral degree in management. He currently serves as a Director of the Company and deputy head (in charge of overall operation) of the investment and development department of Tianjin Investment Group. From March 2009 to September 2015, Mr. Han Wei worked for Tianjin Financial City Development Co., Limited* (天津金融城開發有限公司), 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 Investment Group. Since April 2018, he served as deputy head (in charge of overall operation) of the investment and development department of Tianjin Investment Group. Mr. Han Wei has been a Director of the Company since 14 May 2018.

Ms. Wang Jing, aged 47, currently serves as the employee representative Supervisor, chairwoman of the Supervisory Committee, the deputy secretary of the Communist Party Committee and chairwoman of the labour union of the Company. Ms. Wang successively served as the deputy director of office, director of office and head of the administration department of Tianjin Municipal Construction Group Co. Ltd. (天津市政建設集團) from June 2007 to December 2010, and served as a party branch member, deputy secretary, secretary of the party general branch, chairwoman of the labour union and director of Tianjin Ziya Circular Economy Industrial Investment and Development Company Limited (天津子牙循環經濟產業投資發展有限公司) from December 2010 to July 2016, during which she temporarily served as a member of the management committee, deputy secretary, deputy director of Tianjin Ziya Circular Economy Industrial District (天津子牙循環經濟產業區) from September 2012 to July 2016. Ms. Wang has been serving as the deputy secretary of the Communist Party Committee and chairwoman of the labour union of the Company since August 2016. Since 24 November 2016, Ms. Wang acted as the employee representative Supervisor and chairwoman of the Supervisory Committee of the Company with a term of office to be expired on 17 December 2018.

Mr. Niu Bo, aged 42, currently serves as the secretary to the Board of the Company, deputy chief economist, and the chairman of Tianjin Capital Environmental Protection (Hong Kong) Limited. Mr. Niu Bo joined the Company in August 2004, and from then to December 2009, he has successively acted as the project manager and assistant department manager of the market development department and department manager of the strategic investment department of the Company. He has been the deputy chief economist of the Company since December 2009. He also served as the chairman of Tianjin Capital Environmental Protection (Hong Kong) Company Limited since February 2015. He has been appointed as the secretary to the Board of the Company since 29 January 2016.

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Mr. Si Xiaolong, aged 42, a senior economist, currently serves as the deputy head of the corporation management department (office of the board) of Tianjin Investment Group. Mr. Si Xiaolong graduated from School of Management of Tianjin University with a master’s degree in business administration. He had worked for Tianjin Road Pipe Network Supporting Construction Investment Limited*(天津道路管網配套建設投資有限公司). He joined Tianjin Investment Group in April 2009, engaging in asset management, corporate governance and other work for a long term. He served as the deputy head of the office of the board of Tianjin Investment Group since July 2016 and acted as the deputy head of corporation management department of Tianjin Investment Group since March 2018.

Mr. Di Xiaofeng, aged 57, is now a partner of the Commerce & Finance Law Offices in Beijing. Mr. Di received a bachelor’s degree of law from Peking University in 1983 and a master’s degree of law from the Chinese Academy of Social Sciences in 1986. From August 1986 to March 1988, he worked for the Secretariat of China International Economic and Trade Arbitration Commission, specializing in external economic and trade arbitration. From March 1988 to May 1992, he worked as a full-time lawyer for the China Legal Affairs Centre under the supervision of the Ministry of Justice of the PRC. During the period between April 1989 and May 1992, he also served as the chief of the economic lawyers’ office of that centre. From January to July 1992, he worked and practiced as a trainee solicitor in Livasiri & Co., a Hong Kong law firm. Mr. Di Xiaofeng was qualified as a solicitor in the PRC in 1988 and further qualified to practise as a securities lawyer in the PRC in 1993. He is currently engaged in legal advisory services in the areas of corporate business, finance, securities, finance lease, real estate, foreign investment and international arbitration. Mr. Di was the independent non-executive Director of the Company from April 2008 to April 2014.

Mr. Wang Xiangfei, aged 66, currently serves as an independent non-executive director of the Company, an independent non-executive director of China Development Bank International Investment Limited (the shares of which are listed on the Stock Exchange with stock code 1062), the vice chief financial officer of Sonangol Sinopec International Limited (中安石油國際有限公司), the financial advisor of China Sonangol International Holding Limited (安中國際石油控股有限公司), an executive director of Nan Nan Resources Enterprise Limited (the shares of which are listed on the Stock Exchange with stock code 1229) and an external supervisor of Shenzhen Rural Commercial Bank (深圳農村商業銀行股份有限公司). Mr. Wang is a senior accountant, graduated from Renmin University of China, majoring in finance and received a bachelor’s degree in economics. He also has worked in senior management teams of a couple of companies engaging in banking and other financial services. He was the independent non-executive director of China CITIC Bank Corporation Limited (the shares of which are listed on the Stock Exchange with stock code 998), SEEC Media Group Limited (the shares of which are listed on the Stock Exchange with stock code 205) and Shandong Chenming Paper Holdings Limited (the shares of which are listed on the Stock Exchange with stock code 1812), and was the independent non-executive Director of the Company from April 2002 to April 2008. Mr. Wang Xiangfei has been an independent non-executive director of the Company since 18 December 2015.

Mr. Guo Yongqing, aged 44, a post-doctorate, professor in accounting and certified public accountant in the PRC. Mr. Guo is now an independent non-executive director of the Company, an accounting professor of the Shanghai National Accounting Institute (上海國家會計學院), and concurrently serving as an independent director of Huangshan Tourism Development Co., Ltd. (the shares of which are listed on Shanghai Stock Exchange with stock code 600054), Chongqing Brewery Co., Ltd. (the shares of which are listed on the Shanghai Stock Exchange with stock code 600132),

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and Chongqing Porton Pharmacy Science & Technology Co. Ltd.* (the shares of which are listed on the Shenzhen Stock Exchange with stock code 300363). Mr. Guo has been the department head of Shanghai National Accounting Institute. Mr. Guo Yongqing has been an independent non-executive director of the Company since 18 December 2015.

Save as disclosed above, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he/she 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 a Director of the Company, he/she will enter into a service agreement with the Company for a term of office from 18 December 2018 to 17 December 2021. The proposed Directors will receive a remuneration in accordance with the policy of remuneration for Directors of the eighth Board of the Company to be approved at the EGM. 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, each of the above proposed Directors has no relationship with any Directors, Supervisors or senior management or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in shares

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 SFO).

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

In relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.

The qualification and independence of the abovementioned candidates for independent non-executive Directors shall be subject to review and approval by the Shanghai Stock Exchange before being proposed for approval by Shareholders at the EGM.

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

Ms. Lu Hongyan, aged 48. She obtained a doctoral degree in laws from Nankai University. Ms. Lu is now a Supervisor and the general counsel of the Company. She has successively served as a lawyer 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. Ms. Lu has been a Supervisor of the Company since 17 May 2017.

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Ms. Niu Jing, aged 48, is now a Supervisor of the Company, the manager of the legal and audit department and an assistant accountant. Ms. Niu Jing graduated from Tianjin University of Finance and Economics in 1993, majoring in finance. She worked as accountant in Tianjin Xianda Hotel (天津先達酒店) from 1993 to 1995; worked as financial controller in Tianjin Shandong McDonald’s Food Company Limited (天津山東麥當勞食品有限公司) from 1995 to 2002; and worked as financial manager and internal control manager of Tianjin Jiafu Commercial Company Limited* (天津家福商業有限公司) from 2002 to 2009. She joined the Company since July 2009 and served as manager of the legal and audit department of the Company since then. Ms. Niu was appointed as the Supervisor of the Company since 18 December 2015.

Ms. Shen Yue, aged 43, senior economist, is now the deputy head of the Party Committee and Affairs Department of the Company, and the secretary of the first party general branch. Ms. Shen Yue graduated from Nankai University with a master’s degree in laws. She joined the Company in 2006, worked in the party committee and affairs department (黨群工作部). From January 2011 to May 2018, she successively served as an assistant to head and the deputy head of party committee and affairs department the Company, and also acted as the secretary of the first party general branch. Since January 2014, she has served as the deputy head of the party committee and affairs department of the Company. From November 2016, she was appointed as the deputy head of the party committee and affairs department of the Company and the secretary of the first party general branch.

Mr. Li Zongqiang, aged 48, an accountant, is now the deputy head (in charge of overall operation) of the risk management department of TMICL. Mr. Li Zongqiang graduated from Tianjin University of Finance and Economics, majoring in accounting and received a bachelor’s degree in economics. He is a certified public accountant, a registered tax advisor, and a registered asset appraiser in the PRC. He had worked for Tianjin Jinhua Accounting Firm (天津津華會計師事務所), Tianjin Jiwei Accounting Firm (天津吉威會計師事務所) and Tianjin Tianao Sports Industry Company (天津天奧體育產業公司). He joined TMICL in 2007, and successively served as the deputy manager of finance department, the chief accountant of Wanning Kaide Investment Company (萬寧凱德投資公司), the chief financial officer of Yuanyicheng Business Operations Management Company* (元易誠商業運營管理公司) and other positions, engaging financial auditing and management for a long term. Since April 2017, he has acted as the deputy head (in charge of overall operation) of the risk management department of TMICL.

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

Length of service and emolument

If each of the above proposed Supervisors is appointed as a Supervisor of the Company, he/she will enter into a service agreement with the Company for a term of office from 18 December 2018 to 17 December 2021. All the appointed Supervisors will not receive remuneration for being Supervisors.

Relationships

Saved as disclosed above, each of the above proposed Supervisors has no relationship with any Directors, Supervisors or senior management or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

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Interests in shares

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

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

In relation to the appointment of each of the above proposed Supervisors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.

The appointment of the above proposed Directors and Supervisors is subject to the approval by the Shareholders by adopting cumulative voting at the EGM. Ordinary resolutions in relation to the above proposed appointment of Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo as executive Directors; Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong as non-executive Directors; Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei as independent non-executive Directors; and Ms. Lu Hongyan, Ms. Niu Jing, Ms. Shen Yue and Mr. Li Zongqiang as Supervisors, will be proposed to be approved by the Shareholders at the EGM.

Retirement of Directors and Supervisor

Upon approval of appointment of the above proposed Directors at the EGM, Mr. Tang Fusheng, Ms. Fu Yana, Ms. Peng Yilin and Mr. Gao Zongze will retire from the position of Directors, effective from 18 December 2018. Mr. Tang Fusheng, Ms. Fu Yana, Ms. Peng Yilin and Mr. Gao Zongze have confirmed that they have no disagreement with the Board and there is no matter with respect to their retirement that needs to be brought to the attention of the Shareholders.

(2) DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

Directors’ Remuneration

Upon consideration by the Board, the proposed remuneration for the Directors of the eighth Board of the Company is as follows:

Independent non-executive RMB220,000 (Renminbi two hundred and twenty thousand) per Director’s remuneration: annum (tax inclusive)

Other Directors will not receive remuneration for being Directors.

(Directors’ personal income tax will be deducted and paid by the Company.)

If the above Directors are also appointed as the senior management officers or other positions of the Company, the remuneration for these positions will be determined pursuant to the relevant policy of the Company.

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Supervisors’ Remuneration

The Supervisors of the eighth Supervisory Committee will not receive remuneration for being Supervisors. However, the Supervisors working at the Company will receive remuneration according to their work positions and the relevant remuneration regulations of the Company.

The above proposed Directors’ and Supervisors’ remunerations are subject to the approval by the Shareholders at the EGM.

EGM

The EGM will be held on 17 December 2018 for the purposes of, among other things, seeking Shareholders’ approval on the appointment of the proposed Directors and Supervisors and the Directors’ and Supervisors’ remunerations. At the EGM, voting on the proposed ordinary resolutions will be conducted by way of poll.

GENERAL

A circular containing, among other things, details of (i) the re-election of Directors to the Eighth Board and Supervisors to the Eighth Supervisory Committee; and (ii) the Directors’ and Supervisors’ remunerations, will be despatched to the Shareholders as soon as practicable. The notice of the EGM will also be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

“Board”	the board of Directors;
“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;
“Directors”	the directors of the Company, including the independent
	non-executive directors;
“EGM”	the extraordinary general meeting of the Company to be convened
	on 17 December 2018 for the purposes of considering and if
	thought fit, approving, among other things, the appointment of the
	proposed Directors and Supervisors and the Directors’ and
	Supervisors’ remunerations;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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“PRC” The People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; “RMB” Renminbi, the lawful currency of the PRC; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Shareholder(s)” the shareholder(s) of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Supervisors” the supervisors of the Company; “Supervisory Committee” the supervisory committee of the Company; “Tianjin Investment Group” 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), the ultimate controller of the Company and the sole shareholder of TMICL, holding 100% equity interest in TMICL; and “TMICL” Tianjin Municipal Investment Company Limited (天津市政投資有 限公司), the controlling Shareholder of the Company, holding 50.14% equity interest in the Company.

By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 31 October 2018

As at the date of this announcement, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Tang Fusheng, Ms. Fu Yana and Ms. Peng Yilin; two non-executive Directors: Mr. Yu Zhongpeng and Mr, Han Wei; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purpose only

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