Rego Interactive Co., Ltd - Board/Management Information 2020

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

(Stock Code: 1065)

（1） PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND (2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

This announcement is made by the Company pursuant to Rule 13.51(1) of the Listing Rules.

On 19 August 2020, the Board received temporary motion from Tianjin Municipal Investment Company Limited* (天津市政投資有限公司), the controlling shareholder of the Company, requesting the Board to table the resolutions regarding the proposed amendments to the Articles of Association and the Shareholders Meeting Rules for consideration at the EGM.

On the same day, the Company convened the 35th meeting of the eighth session of the Board, to consider and approve, among other things, the resolutions regarding the proposed amendment to the Articles of Association and the Shareholders Meeting Rules, and approved that a special resolution will be proposed at the EGM to consider and approve the amendment to the Articles of Association and an ordinary resolution will be proposed at the EGM to consider and approve the amendment to the Shareholders Meeting Rules.

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

According to Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97 號)), the requirements on the notice period of the general meeting, shareholders’ proposal right and convening procedures for joint stock companies incorporated in the PRC and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》). Taking into account relevant requirements of regulatory authority and the Company’s actual situation, and according to the latest revised requirements of the Company Law of the PRC, the Securities Law of the PRC and the Guidelines for the Articles of Association of Listed Companies issued by the CSRC, the Board considered and approved the amendment to the existing Articles of Association on a prudent, appropriate and necessary basis. The proposed amendment to the Articles of Association are subject to the approval of the Shareholders at the Extraordinary General Meeting by way of special resolution.

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

According to relevant regulations in the Company Law of the PRC, terms of the current proposed amendment to the Articles of Association and the actual situation of the Company, the Board considered and approved the amendment to the existing Shareholders Meeting Rules. The proposal of amendment to Shareholders Meeting Rules is subject to the approval by the Shareholders at the EGM by way of ordinary resolution.

GENERAL

The Extraordinary General Meeting will be convened for the purpose of, among other things, seeking for the Shareholders’ approval for the amendments to the Articles of Association and the Shareholders Meeting Rules. Votes at the Extraordinary General Meeting will be taken by poll.

The notice of Extraordinary General Meeting has been dispatched to the Shareholders on 24 July 2020, and supplemental notice of Extraordinary General Meeting in relation to, among other things, proposed resolutions for considering and approving the amendments to the Articles of Association and the Shareholders Meeting Rules will be dispatched to the Shareholders on 20 August 2020. The circular containing, among other things, details of the proposed amendments to the Articles of Association and the Shareholders Meeting Rules will be dispatched to the Shareholders on 21 August 2020.

This announcement is made by the Company pursuant to Rule 13.51(1) of the Listing Rules.

On the same day, the Company convened the 35th meeting of the eighth session of the Board, to consider and approve, among other things, the resolutions regarding the proposed amendments to the Articles of Association and the Shareholders Meeting Rules, and approved that a special resolution will be proposed at the EGM to consider and approve the amendment to the Articles of Association and an ordinary resolution will be proposed at the EGM to consider and approve the amendment to the Shareholders Meeting Rules.

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

According to Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97 號)), the requirements on the notice period of the general meeting, shareholders’ proposal right and convening procedures for joint stock companies incorporated in the PRC and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies (《國務院關於股份有限公司境外募集股份及上市的特別規定》).Taking into account relevant requirements of regulatory authority and the Company’s actual situation, and based on the principle of being prudent, appropriate and necessary, and according to the latest revised requirements of the Company Law of the PRC, the Securities Law of the PRC and the Guidelines for the Articles of Association of Listed Companies issued by the CSRC, the Board considered and approved the amendment to the existing Articles of Association on a prudent, appropriate and necessary basis.

The proposed amendment to the Articles of Association are set out below:

Introduction

Original The Articles of Association was formulated and amended according to Introduction: such laws, regulations, normative documents as the Company Law of the People’s Republic of China (Company Law for short), the Securities Law of the People’s Republic of China (Securities Law for short), Provisions of State Council on IPO at Overseas Market, Essential to Articles of OverseasListing Company, Letter of Opinions on Additional Changes to Articles of Association of Companies Listing in Hong Kong, (Haihan of CSRS[1995] No. 1, Haihan of CSRS for short), Guideline for Listing Company (the Announcement of China Securities Regulatory Commission (2014) No.19, Guideline for short), the Rules Governing the Listing of Securities on the SEHK, etc..
Introduction of The Articles of Association was formulated and amended according to such the amended laws, regulations, normative documents as the Company Law of the People’s Articles of Republic of China (Company Law for short), the Securities Law of the Association: People’s Republic of China (Securities Law for short), Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97), Special Regulations of the State Council on the Overseas Share Offering and Listing of Shares by Joint Stock Limited Companies (Decree No.189 of the State Council), the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas (Zheng Wei Fa [1994] No. 21, Mandatory Provisions for short), Letter of Opinions on Additional Changes to Articles of Association of Companies Listing in Hong Kong, (Haihan of CSRS[1995] No. 1, Haihan of CSRS for short), Guidelines for the Articles of Association of Listed Companies (the Announcement of China Securities Regulatory Commission (2019) No.10, Guideline for short), the Rules Governing the Listing of Securities on the SEHK (Main Board), etc..

Article 44

Original No change may be made in the register of members as a result of a transfer Article 44: of shares within 30 days prior to the date of general meeting or within 5 days before the record date set by the Company for the purpose of distribution of dividends.

Article 44 of

the amended Articles of Association:
Where laws, regulations, securities transaction rules and other regulatory documents have provisions on the period of suspension of the share transfer registration procedures prior to the date of the general meeting or before the record date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.

Article 47

Original If the share certificate (the “original certificate”) held by any person who is Article 47: a registered shareholder or who claims to be entitled to have his/her/its name (title) entered in the register of members is lost, such person may apply to the Company for a replacement share certificate in respect of such shares (the “Relevant Shares”).

Application by a holder of domestic shares, who has lost his/her/its share certificate, for a replacement share certificate, shall be dealt with in accordance with Article 144 of the Company Law.

Application by a holder of overseas-listed foreign-invested shares, who has lost his/her/its share certificate, for a replacement share certificate may be dealt with in accordance with the law of the place where the original register of members for holders of overseas-listed foreign-invested shares is maintained, the rules of the stock exchange or other relevant regulations.

Application for a replacement share certificate by holders of overseas-listed foreign-invested shares that are listed in Hong Kong who has lost his/her/its share certificate, the issuance of a replacement share certificate shall comply with the following requirements:

(1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarized certificate or a statutory declaration, of which the contents shall include the grounds upon which the application is made and the circumstances and evidence of the loss, and the declaration showing that no other person is entitled to have his/her/its name entered in the register of members in respect of the Relevant Shares.
(2) The Company has not received any declaration made by any person other than the applicant declaring that his/her/its name shall be entered in the register of members in respect of such shares before it decides to issue a replacement share certificate to the applicant.
(3) The Company shall, if it intends to issue a replacement share certificate to the applicant, publish a notice of its intention to do so at least once every 30 days within a period of 90 days in such newspapers as prescribed by the Board of Directors.

(4) The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed, a copy of the notice to be published and may publish the notice upon receipt of confirmation from such stock exchange that the notice has been exhibited in the premises of the stock exchange. Such notice shall be exhibited in the premises of the stock exchange for a period of 90 days.

In the case of an application which is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the notice to be published.

(5) If, by the expiration of the 90-day period referred to in items (iii) and (iv) of this article, the Company has not received any objection from any person in respect of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his/her/its application.
(6) Where the Company issues a replacement share certificate pursuant to this article, it shall forthwith cancel the original share certificate and document the cancellation of the original share certificate and issuance of a replacement share certificate in the register of members accordingly.
(7) All expenses relating to the cancellation of an original share certificate and issuance of a replacement share certificate shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable guarantee is provided by the applicant.

Article 47 of the amended Articles of Association:

If the share certificate (the “original certificate”) held by any person who is a registered shareholder or who claims to be entitled to have his/her/its name (title) entered in the register of members is lost, such person may apply to the Company for a replacement share certificate in respect of such shares (the “Relevant Shares”).

Application by a holder of domestic shares, who has lost his/her/its share certificate, for a replacement share certificate, shall be dealt with in accordance with Article 143 of the Company Law.

(1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarized certificate or a statutory declaration, of which the contents shall include the grounds upon which the application is made and the circumstances and evidence of the loss, and the declaration showing that no other person is entitled to have his/her/its name entered in the register of members in respect of the Relevant Shares.
(2) The Company has not received any declaration made by any person other than the applicant declaring that his/her/its name shall be entered in the register of members in respect of such shares before it decides to issue a replacement share certificate to the applicant.
(3) The Company shall, if it intends to issue a replacement share certificate to the applicant, publish a notice of its intention to do so at least once every 30 days within a period of 90 days in such newspapers as prescribed by the Board of Directors.
(4) The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed, a copy of the notice to be published and may publish the notice upon receipt of confirmation from such stock exchange that the notice has been exhibited in the premises of the stock exchange. Such notice shall be exhibited in the premises of the stock exchange for a period of 90 days.

(5) If, by the expiration of the 90-day period referred to in items (iii) and (iv) of this article, the Company has not received any objection from any person in respect of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his/her/its application.
(6) Where the Company issues a replacement share certificate pursuant to this article, it shall forthwith cancel the original share certificate and document the cancellation of the original share certificate and issuance of a replacement share certificate in the register of members accordingly.
(7) All expenses relating to the cancellation of an original share certificate and issuance of a replacement share certificate shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable guarantee is provided by the applicant.

Article 67

Original When the Company convene a general meeting, a notice in the form of Article 67: announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 20 business days before the date of meeting and when the Company convene an extraordinary general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 15 business days before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. The business day set out in the Articles of Association refers to any day on which the Hong Kong Stock Exchange is open for the business of dealing in securities. Calculation of the above commencement date and period shall not include the date of notice and the date of the meeting.

In principle, the general meeting is held in the Company. The general meeting sets out the venue, and it is an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regarded as present. A voting right can only choose one way of the voting of on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of the internet voting and others means.

Article 67 of the amended Articles of Association:

When the Company convene a general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 20 business days before the date of meeting and when the Company convene an extraordinary general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 15 natural days or not less than 10 business days (whichever is longer) before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. The business day set out in the Articles of Association refers to any day on which the Hong Kong Stock Exchange is open for the business of dealing in securities. Calculation of the above commencement date and period shall not include the date of notice and the date of the meeting.

Article 71

Original Notice of a general meeting shall be served on each shareholder, (regardless Article 71: whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council 20 business days before the date of annual general meeting and 15 business days before the date of the extraordinary general meeting, respectively. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 71 of
the amended Articles of Association:
Notice of a general meeting shall be served on each shareholder, (regardless whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council not less than 20 business days before the date of annual general meeting and not less than 15 natural days or not less than 10 business days (whichever is longer) before the date of the extraordinary general meeting, respectively. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 105

Original A written notice of a class meeting in the form of announcement or other Article 105: form (if necessary) as provided by the Articles of Association shall be given 20 business days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.
Article 105 of
Article 105 of A written notice of a class meeting in the form of announcement or other the amended form (if necessary) as provided by the Articles of Association shall be Articles of given with reference to the time limit of notice required in Article 71 of Association: the Articles of Association regarding the convening of the general meeting before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.

Article 247 “Company Law”

Original

Article 247 “Company Law”:
Company Law of the People’s Republic of China adopted at the 5th Session of the Standing Committee of the 8th National People’s Congress on December 29, 1993 and implemented as of July 1, 1994; first amendment adopted at the 13th Session of the Standing Committee of the 9th National People’s Congress on December 25, 1999; second amendment adopted at the 11th Session of the Standing Committee of the 10th National People’s Congress on August 28, 2004; third amendment adopted at the 18th Session of the Standing Committee of the 10th National People’s Congress and promulgated on October 27, 2005.
Article 247
“Company Law” of the amended Articles of Association:
Company Law of the People’s Republic of China adopted at the 5th Session of the Standing Committee of the 8th National People’s Congress on December 29, 1993 and implemented as of July 1, 1994; first amendment adopted at the 13th Session of the Standing Committee of the 9th National People’s Congress on December 25, 1999; second amendment adopted at the 11th Session of the Standing Committee of the 10th National People’s Congress on August 28, 2004; third amendment adopted at the 18th Session of the Standing Committee of the 10th National People’s Congress and promulgated on October 27, 2005; fourth amendment adopted at the 6th Session of the Standing Committee of the 12th National People’s Congress on December 28, 2013; fifth amendment adopted at the 6th Session of the Standing Committee of the 13th National People’s Congress and promulgated on October 26, 2018.

Article 247 “Securities Law”

Original Article 247
“Securities Law”:
Securities Law of the People’s Republic of China, adopted at the 6th Meeting of the Standing Committee of the Ninth National People’s Congress of the People’s Republic of China on December 29, 1998, and implemented as of July 1, 1999; first amendment adopted at the 11th Session of the Standing Committee of the 10th National People’s Congress on August 28, 2004; second amendment adopted at the 18th Session of the Standing Committee of the 10th National People’s Congress and promulgated on October 27, 2005.
Article 247
“Securities Law” of the amended Articles of Association:
Securities Law of the People’s Republic of China, adopted at the 6th Meeting of the Standing Committee of the Ninth National People’s Congress of the People’s Republic of China on December 29, 1998, and implemented as of July 1, 1999; first amendment adopted at the 11th Session of the Standing Committee of the 10th National People’s Congress on August 28, 2004; first amendment adopted at the 18th Session of the Standing Committee of the 10th National People’s Congress on October 27, 2005; second amendment adopted at the 3rd Session of the Standing Committee of the 12th National People’s Congress on June 29, 2013; third amendment adopted at the 10th Session of the Standing Committee of the 12th National People’s Congress on August 31, 2014; second amendment adopted at the 15th Session of the Standing Committee of the 13th National People’s Congress on December 28, 2019.

The numbering of original chapters, articles and cross-referenced articles will be renumbered and adjusted accordingly upon the proposed amendments to the above provisions of the Articles of Association. The English version of the proposed amendments to the Articles of Association are unofficial translation of their respective Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendment to the Articles of Association is subject to the approval of the Shareholders at the Extraordinary General Meeting by way of special resolution.

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

According to relevant regulations in the Company Law of the PRC, terms of the proposed amendment to the Articles of Association and the actual situation of the Company, the Board considered and approved the amendment to existing Shareholders Meeting Rules.

Details of the proposed amendments to the Shareholders Meeting Rules are set out below:

Article 2

Original The general meeting shall be the authority of the Company and shall exercise Article 2: the following functions and powers according to laws:
(I) to determine the business objectives and investment plans of the Company;
(II) to elect and replace directors and to decide on matters relating to the remuneration of directors;
(III) to elect and replace supervisors who are not the employee representative and to determine matters relating to the remuneration of the supervisors;
(IV) to examine and approve the reports of the board;
(V) to examine and approve the reports of the supervisory committee;
(VI) to examine and approve the Company’s annual budgets and final accounts;
(VII) to examine and approve the Company’s profit distribution proposals and loss recovery proposals;
(VIII) to resolve on the increase or reduction of the Company’s registered capital;
(IX) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(X) to resolve on the issue of the Company’s debt securities;

(XI) to resolve on the proposal for appointment, removal or nonreappointment of the Company’s accounting firm;
(XII) to amend the Articles of Association;
(XIII) to consider motions raised by the shareholder(s) who individually or jointly hold(s) more than 3% of the total equity of the Company;
(XIV) to consider matters relating to the guarantees as stipulated in Rule 3 of this Shareholders Meeting Rules;
(XV) to consider the Company’s purchase or sale of major assets within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(XVI) to consider and approve matters relating to the changes in the use of proceeds from share offerings;
(XVII) to consider share incentives schemes;
(XVIII) to resolve on other matters which, in accordance with the laws, administrative regulations, department rules and Articles of Association, must be approved by a general meeting.
Article 2 of The general meeting shall be the authority of the Company and shall exercise the amended the following functions and powers according to laws: Shareholders
Meeting Rules: (I) to determine the business objectives and investment plans of the
(I) to determine the business objectives and investment plans of the Company;
(II) to elect and replace directors and to decide on matters relating to the remuneration of directors;
(III) to elect and replace supervisors who are not the employee representative and to determine matters relating to the remuneration of the supervisors;
(IV) to examine and approve the reports of the board;
(V) to examine and approve the reports of the supervisory committee;
(VI) to examine and approve the Company’s annual budgets and final accounts;
(VII) to examine and approve the Company’s profit distribution proposals and loss recovery proposals;
(VIII) to resolve on the increase or reduction of the Company’s registered capital;

(IX) to resolve on the merger, division, dissolution, liquidation or transformation of the Company;
(X)
to resolve on the issue of the Company’s debt securities;
(XI) to resolve on the proposal for appointment, removal or nonreappointment of the Company’s accounting firm;
(XII) to amend the Articles of Association;
(XIII) to consider motions raised by the shareholder(s) who individually or jointly hold(s) more than 3% of the total equity of the Company;
(XIV) to consider matters relating to the guarantees as stipulated in Rule 3 of this Shareholders Meeting Rules;
(XV) to consider the Company’s purchase or sale of major assets within one year with the transaction amount exceeding 30% of the latest audited total assets of the Company;
(XVI) to consider and approve matters relating to the changes in the use of proceeds from share offerings;
(XVII) to consider and approve employee stock ownership, share option incentive, and other mid and long term incentive plans;
(XVIII) to resolve on other matters which, in accordance with the laws, administrative regulations, department rules and Articles of Association, must be approved by a general meeting.

Article 18

Original When a company convenes a general meeting of shareholders, it shall issue Article 18: a written notice 45 days before the meeting is held to inform all registered shareholders of the matters to be considered, the date and place of the meeting. Shareholders who intend to attend the general meeting shall deliver a written reply to the Company 20 days before the date of meeting.

Article 18 of the amended Shareholders Meeting Rules:

When the Company convene the annual general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 20 business days before the date of meeting and when the Company convene an extraordinary general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 15 natural days or less than 10 business days (whichever is longer) before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. The business day set out in the Articles of Association refers to any day on which the Hong Kong Stock Exchange is open for the business of dealing in securities. Calculation of the above commencement date and period shall not include the date of notice and the date of the meeting.

Article 19

Original The notice of the general meeting shall meet the following requirements: Article 19:
(I) in written form;
(II) specifying the venue, date and time of the meeting;
(III) describing the matters to be discussed at the meeting;
(IV) providing shareholders with materials and explanations necessary for them to make sensible decisions in respect of the matters to be discussed, including (but not limited to) specific terms and contract (if any) for a proposed transaction, and a detailed explanation of its reason and consequence where the Company proposes a merger, share redemption, share capital restructuring or other form of restructuring; Where the matters to be discussed require independent directors to express their opinions, the notice shall also disclose the independent directors’ opinions and reasons;
(V) where any Director, supervisor, general manager and other senior management member have a material interest in respect of the matters to be discussed, then the nature and extent of that interest shall be disclosed; where the impact of the matters to be discussed on such Director, supervisor, general manager and other senior management personnel who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated;
(VI) containing the full text of any special resolution proposed to be passed at the meeting;
(VII) providing a clear text description stating that all shareholders who have the right to attend and vote at the general meeting have the right to entrust one or more proxies, who does not need to be shareholders of the Company, to attend and vote at the meeting;
(VIII) stating the deadline and place for the delivery of proxy letter of the meeting;
(IX) date of determining the shareholders who have the right to attend the meeting (No change may be made in the register of members as a result of a transfer of shares within 30 days prior to the date of general meeting);
(X) name and phone number of the contact person for the meeting affairs.

Article 19 of the amended Shareholders

Meeting Rules:

The notice of the shareholders meeting shall meet the following requirements:

(I) in written form;
(II) specifying the venue, date and time of the meeting;
(III) describing the matters to be discussed at the meeting;
(IV) providing shareholders with materials and explanations necessary for them to make sensible decisions in respect of the matters to be discussed, including (but not limited to) specific terms and contract (if any) for a proposed transaction, and a detailed explanation of its reason and consequence where the Company proposes a merger, share redemption, share capital restructuring or other form of restructuring; Where the matters to be discussed require independent directors to express their opinions, the notice shall also disclose the independent directors’ opinions and reasons;
(V) where any Director, supervisor, general manager and other senior management member have a material interest in respect of the matters to be discussed, then the nature and extent of that interest shall be disclosed; where the impact of the matters to be discussed on such Director, supervisor, general manager and other senior management personnel who are shareholders is different from the impact on other shareholders of the same type, then that difference shall be illustrated;
(VI) containing the full text of any special resolution proposed to be passed at the meeting;
(VII) providing a clear text description stating that all shareholders who have the right to attend and vote at the general meeting have the right to entrust one or more proxies, who does not need to be shareholders of the Company, to attend and vote at the meeting;
(VII) stating the deadline and place for the delivery of proxy letter of the meeting;
(IX) date of determining the shareholders who have the right to attend the meeting. (The date of determining the shareholders shall comply with relevant laws, administrative regulations, departmental rules, regulatory documents, and relevant stock exchanges or regulatory agencies in the place where the company’s shares are listed, once the date of determining the shareholders is confirmed, it shall not be changed);
(X) name and phone number of the contact person for the meeting affairs.

Article 20

Original Notice of a general meeting shall be served on each shareholder, (regardless Article 20: whether they are entitled to vote thereat) by a personal delivery or pre-paid mail. The address of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council within 45 to 50 days before the meeting Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 20 of
Article 20 of Notice of a general meeting shall be served on each shareholder, (regardless the amended whether they are entitled to vote thereat) by a personal delivery or pre-paid Shareholders mail. The address of addressees shall refer to that in the register of members. Meeting Rules: As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council at least 20 business days before the date of annual general meeting and at least 15 natural days or not less than 10 business days (whichever is longer) before the date of the extraordinary general meeting, respectively. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 25

Delete original The Company shall calculate the number of voting shares represented Article 25: by shareholders who intend to attend the general meeting based upon the written reply received 20 days before the date of the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting amounts to half or above of the total number of voting shares of the Company, the Company may convene a general meeting. Otherwise, the Company shall within 5 days give the shareholders further notice of the matters to be considered at the meeting as well as the date and venue of the meeting by way of a public announcement. The Company may convene a general meeting when such announcement is made.

Article 26

Original Where the matters to be discussed require independent directors to express Article 26: their opinions, the notice shall also disclose the independent directors’ opinions and reasons.

The general meeting shall set out the venue, and it is an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by providing safe, economical, convenient network or other methods. Shareholders who attend the general meeting by the aforementioned ways are regarded as present.

Shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.

Article 25 of In principle, the general meeting is held in the Company. the amended Shareholders The general meeting shall set out the venue, and it is an on site meeting. The Meeting Rules: Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regarded as present. A voting right can only choose one way of the voting of on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of the internet voting and others means.

Shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.

Article 36

Original If individual shareholders attend the meeting in person, they shall present Article 36: their share certificate (stock account card), identity card or other documents that can prove their identity; if they entrust others to attend the meeting, they should present their share certificate (stock account card), identity card or other documents that can prove their identity and the proxy form.

Legal representatives or proxy appointed by legal representatives of the corporate shareholders may attend the meeting. Legal representative attending the meetings shall present the share certificate (stock account card), his or her ID card, and valid certificate that can prove his or her qualifications as a legal representative; while agent entrusted to attend the meetings shall present the share certificate (stock account card), his or her ID card, and written power of attorney legally issued by the legal representative of such corporate shareholder.

Article 35 of If individual shareholders attend the meeting in person, they shall present the amended their share certificate (stock account card), valid identity card or other Shareholders documents that can prove their identity; if they entrust others to attend the Meeting Rules: meeting, they should present their share certificate (stock account card), valid identity card or other documents that can prove their identity and the proxy form.

Legal representatives or proxy appointed by legal representatives of the corporate shareholders may attend the meeting. Legal representative attending the meetings shall present his or her ID card, and valid certificate that can prove his or her qualifications as a legal representative; while agent entrusted to attend the meetings shall present his or her ID card, and written power of attorney legally issued by the legal representative of such corporate shareholder.

Article 40

Original The Board, independent non-executive Directors, and shareholders satisfying Article 40: relevant conditions required can solicit the voting rights at general meetings from the shareholders of the Company. The voting rights shall be solicited without payment of any compensation, and the information shall be fully disclosed to the persons solicited. Public solicitation of voting rights from the shareholders of the Company by solicitors shall be conducted in accordance with the relevant implementation measures. The Company shall not impose any restrictions on the minimum shareholding ratio for the solicitation of voting rights.

The votes of medium and small investors shall be counted separately where any major issue that affect the interests of medium and small investors is considered at a general meeting. The results of separate vote counting shall be publicly disclosed in a timely manner.

Article 39 of the amended Shareholders Meeting Rules:

The Board, independent non-executive Directors, and shareholders satisfying relevant conditions required can solicit the voting rights at general meetings from the shareholders of the Company. The voting rights shall be solicited without payment of any compensation, and information shall be fully disclosed to the persons solicited. It is prohibited to solicit voting rights from shareholders with any compensation or the similar. Public solicitation of voting rights from the shareholders of the Company by solicitors shall be conducted in accordance with the relevant implementation measures. The Company and the convener of shareholders meeting shall not impose any restrictions on the minimum shareholding ratio for the solicitation of voting rights.

Article 45

Original The following matters shall be approved by a special resolution at a general Article 45: meeting:

(I) Increase or decrease of the Company’s share capital and issuance of any type of stocks, warrants and other similar securities of the Company;
(II) Issuance of bonds of the Company;
(III) Division, merger, dissolution, liquidation or change of corporate form of the Company;
(IV) Amendment of the Company’s Articles of Association;
(V) Where the assets purchased or sold or guarantee amount provided by the Company exceed 30% of the Company’s total assets audited for its latest period;
(VI) Equity incentive plans;
(VII) Other matters that would have a significant impact on the Company as determined at a general meeting by an ordinary resolution and need to be approved by a special resolution.

Article 44 of the amended Shareholders Meeting Rules:

The following matters shall be approved by a special resolution at a general meeting:

(I) Increase or decrease of the Company’s share capital and issuance of any type of stocks, warrants and other similar securities of the Company;
(II) Issuance of bonds of the Company;

(III) Division, merger, dissolution, liquidation or change of corporate form of the Company;
(IV) Amendment of the Company’s Articles of Association;
(V) Where the assets purchased or sold or guarantee amount provided by the Company exceed 30% of the Company’s total assets audited for its latest period;
(VI) Mid-long term incentive plans such as employee stock ownership and equity incentive plans;
(VII) Other matters as required by laws, administrative regulations or the Articles of Association, as well as those would have a significant impact on the Company as determined at a general meeting by an ordinary resolution and need to be approved by a special resolution.

Article 47

Original Cumulative voting method may be applicable when electing directors and Article 47: supervisors who are not employee representatives at general meetings.

The “cumulative voting method” mentioned above means that the number of voting rights entitled to shareholders with respect to each share they held is equivalent to the number of directors or supervisors to be elected at the general meeting, and the voting rights owned by shareholders can be used collectively.

At a general meeting for election of directors and supervisors, the secretary of the Board shall explain to shareholders the specific content and voting rules of the cumulative voting method, and inform the number of voting rights per share in such meeting for election of directors and supervisors.

During the implementation of cumulative voting method, shareholders making their votes shall indicate on a ballot all the directors and supervisors they elected, and shall mark the number of voting rights they used for each director or supervisor they elected beside their respective names. A ballot shall be invalid if the total number of voting rights used by the shareholder on the ballot exceeds the number of voting rights legally owned by such shareholder. A ballot shall be valid if the total number of voting rights used by the shareholder on the ballot does not exceed the number of voting rights legally owned by such shareholder.

Article 46 of the amended Shareholders Meeting Rules:

Cumulative voting system shall apply when electing directors and supervisors who are not employee representatives at general meetings.

The “cumulative voting system” means that the number of voting rights entitled to shareholders with respect to each share they held shall be equal to the number of directors or supervisors to be elected at the general meeting, and the voting rights owned by shareholders can be used collectively. The Board shall disclose the resumes and basic information of candidate directors and supervisors to shareholders.

The specific implementation methods for the cumulative voting system are as follows:

(I) Election of directors: make separate votes for candidates of nonindependent directors and independent directors, respectively.

When voting for election of non-independent directors, the number of votes that a shareholders can cast is equal to the product of the number of shares held by that shareholder multiplied by the number of non-independent directors to be elected. A shareholder can cast all of his or her votes collectively to one or several candidates who will win or lose the election of non-independent directors in the order as determined by the number of votes he or she got;

When voting for election of independent directors, the number of votes that a shareholders can cast is equal to the product of the number of shares held by that shareholder multiplied by the number of independent directors to be elected. A shareholder can cast all of his or her votes collectively to one or several candidates of independent directors who will win or lose the election of independent directors in the order as determined by the number of votes he or she got. The votes in favor obtained by each elected director shall not be less than half of the total number of shares held by shareholders attending the general meeting with all voting rights.

(II) Election of supervisors: When voting for election of supervisors by shareholders, the number of votes that a shareholders can cast is equal to the product of the number of shares held by that shareholder multiplied by the number of supervisors to be elected. A shareholder can cast all of his or her votes collectively to one or several candidates who will win or lose the election of supervisors in the order as determined by the number of votes he or she got; The votes in favor obtained by each elected supervisor shall not be less than half of the total number of shares held by shareholders attending the general meeting with all voting rights.

(III) If two or more candidates of directors and supervisors obtained the same number of voting rights, and the number of such voting rights is the minimum among those of the directors and supervisors who should be elected, where the number of elected directors and supervisors will exceed the number of directors and supervisors to be elected by such general meeting due to that all of the abovementioned candidates of directors and supervisors with equal voting rights are elected, re-election for such candidates shall be conducted according to the above procedures until the number of directors and supervisors that should be elected by the general meeting are elected.
(IV) At a general meeting for election of directors and supervisors, the secretary of the Board shall explain to shareholders the specific content and voting rules of the cumulative voting system, and inform the number of voting rights per share in such meeting for election of directors and supervisors.
(V) During the implementation of cumulative voting system, shareholders casting their votes shall indicate on a ballot all the directors and supervisors they elected, and shall mark the number of voting rights they casted for each director or supervisor they elected beside their respective names. A ballot shall be invalid if the total number of voting rights used by the shareholder on the ballot exceeds the number of voting rights legally owned by such shareholder. A ballot shall be valid if the total number of voting rights used by the shareholder on the ballot does not exceed the number of voting rights legally owned by such shareholder.

The cumulative voting system shall not be applicable if the Company elects only one director or supervisor at a general meeting; and it should be indicated whether the election of directors and supervisors adopts the cumulative voting system at the notice of the general meeting.

Article 51

Delete original On a poll taken at a meeting, a shareholder (including his/her/its proxy) who Article 51: is entitled to two or more votes needs not cast all his/her/its votes in the same way.

Article 56

Original During business hours of the Company, shareholders may inspect the copies Article 56: of meeting minutes free of charge. If any shareholder wishes to obtain copy of the minutes of meeting of the Company, the Company shall deliver such copies within 7 days after receipt of reasonable fees.

Article 54 of the amended Shareholders Meeting Rules:
During business hours of the Company, shareholders may inspect the copies of meeting minutes free of charge. If any shareholder wishes to obtain copy of the minutes of meeting of the Company, the Company shall deliver such copy within 7 days after verification of the shareholder’s identity and receipt of reasonable fees. When shareholders inspect or request for the copy of the minutes of meeting, they shall provide the relevant proof in accordance with the Articles of Association.

Article 61

Original Resolutions of the general meeting which violate laws or administrative Article 61: regulations shall be deemed invalid.
If the procedure of convening or the way of voting at the general meeting violate laws, administrative regulations or the Articles of Association, or the content of resolutions violates the Articles of Association, shareholders shall have the right to request the people’s court to revoke such resolutions within 60 days since the date it was resolved. Shareholders of overseas-listed foreign-invested shares shall settle the disputes in the manner set out in the Articles of Association.
Article 59 of Resolutions of the general meeting which violate laws or administrative the amended regulations shall be deemed invalid.
Shareholders
Meeting Rules: Controlling shareholders and actual controllers of the Company shall not restrict or obstruct small and medium-sized investors from legally exercising their voting rights, and shall not damage the legitimate rights and interests of the Company and such investors.

If the procedure of convening or the way of voting at the general meeting violate laws, administrative regulations or the Articles of Association, or the content of resolutions violates the Articles of Association, shareholders shall have the right to request the people’s court to revoke such resolutions within 60 days since the date it was resolved. Shareholders of overseas-listed foreign-invested shares shall settle the disputes in the manner set out in the Articles of Association.

Article 62

Original Result of resolutions of the general meeting shall be promptly announced. Article 62: The announcement shall include but not limited to the number of the shareholders and proxies attending the meeting, the total number of voting shares they held and its percentage over the total number of the Company’s voting shares, the way of voting, identity of the scrutinizers, the voting results of each motion and details of each of the resolutions passed.

Where the stock exchange has more specific provisions and requirements on the announcement of the resolutions of the general meeting, the Company shall make an announcement pursuant thereto.

Article 60 of
the amended Shareholders Meeting Rules:
Result of resolutions of the general meeting shall be promptly announced. The announcement shall include but not limited to the number of the shareholders and proxies attending the meeting, the total number of voting shares they held and its percentage over the total number of the Company’s voting shares, the way of voting, the voting results of each motion and details of each of the resolutions passed.

Where the stock exchange has more specific provisions and requirements on the announcement of the resolutions of the general meeting, the Company shall make an announcement pursuant thereto.

Article 70

Original Article 70:
A written notice of a class meeting shall be given 45 days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. Shareholders who intend to attend the class meeting shall deliver a written reply to the Company 20 days before the date of the class meeting.

If the number of shares carrying voting rights at the class meeting represented by the shareholders who intend to attend the meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.

Article 68 of A notice of a class meeting in the form of announcement or other form (if the amended necessary) as provided by the Articles of Association shall be given with Shareholders reference to Article 18 of the Shareholders Meeting Rules to notify all of the Meeting Rules: shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.

The numbering of original chapters, articles and cross-referenced articles of the Shareholders Meeting Rules will be renumbered and adjusted accordingly upon the proposed amendment to the above provisions of the Shareholders Meeting Rules. The English version of the proposed amendments to the Shareholders Meeting Rules are unofficial translation of their respective Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The proposed amendment to the Shareholders Meeting Rules is subject to the approval of the Shareholders at the Extraordinary General Meeting by way of ordinary resolution.

GENERAL

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Company”	Tianjin Capital Environmental Protection Group Company
	Limited, a joint stock limited company incorporated 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
“Extraordinary General	the 2020 first extraordinary general meeting of the Company to
Meeting”	be held on September 7, 2020 for the purposes of, among other
	things, seeking the Shareholders’ approval for the amendments to
	the Articles of Association and the Shareholders Meeting Rules
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	The People’s Republic of China which, for the purpose of
	this announcement, excludes Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“Shareholder(s)”	the shareholder(s) of the Company
“Shareholders Meeting Rules”	the rules governing the Shareholders meeting (股東大會議事規
	則) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
	By order of the Board
	Liu Yujun
	Chairman
Tianjin, the PRC
19 August 2020

As at the date of this announcement, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive Directors: Mr. Gu Wenhui, 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

AI assistant

Rego Interactive Co., Ltd Board/Management Information 2020

50588_rns_2020-08-19_454743cc-0ef5-4fea-9266-e93c2eab977e.pdf

(Stock Code: 1065)

（1） PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND (2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

GENERAL

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Introduction

Article 44

Article 47

Article 67

Article 71

Article 105

Article 247 “Company Law”

Article 247 “Securities Law”

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

Article 2

Article 18

Article 19

Article 20

Article 25

Article 26

Article 36

Article 40

Article 45

Article 47

Article 51

Article 56

Article 61

Article 62

Article 70

GENERAL

DEFINITIONS

AI assistant

Rego Interactive Co., Ltd — Board/Management Information 2020

50588_rns_2020-08-19_454743cc-0ef5-4fea-9266-e93c2eab977e.pdf

(Stock Code: 1065)

（1） PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND (2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

GENERAL

(1) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Introduction

Article 44

Article 47

Article 67

Article 71

Article 105

Article 247 “Company Law”

Article 247 “Securities Law”

(2) PROPOSED AMENDMENT TO THE SHAREHOLDERS MEETING RULES

Article 2

Article 18

Article 19

Article 20

Article 25

Article 26

Article 36

Article 40

Article 45

Article 47

Article 51

Article 56

Article 61

Article 62

Article 70

GENERAL

DEFINITIONS

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Rego Interactive Co., Ltd Board/Management Information 2020