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

Apr 27, 2020

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)

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

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 ”).

Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors ”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and take several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

Reference is made to the announcement of the Company dated 21 April 2020 in relation to the resignation of non-executive Director and member of the strategic committee of the Compnay.

Proposed appointment of non-executive Director

On 27 April 2020, in order to fill the vacancy after the resignation of Mr. Yu Zhongpeng as the non-executive Director of the Company, the Board received an extraordinary proposal 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 same for consideration at the 2019 annual general meeting (the “ AGM ”) to be held on 13 May 2020.

On the same day, the Company convened the 28th meeting of the eighth session of the Board, to consider and approve, among other things, the resolution regarding the nomination of Mr. Gu Wenhui as the candidate for Director of the eighth session of the Board of the Company, to agree upon the nomination of Mr. Gu Wenhui (“ Mr. Gu ”) as a candidate for non-executive Director of the eighth session of the Board of the Company for a term commencing from the date of approval at the AGM of the Company (i.e. 13 May 2020) until the expiry of the term of office of the current session of the Board (i.e. 17 December 2021). In the event that the shareholders of the Company approve the appointment of Mr. Gu as the non-executive Director of the eighth session of the Board of the Company at the AGM, the Board resolves that he will also act as the member of the strategic committee of the eighth session of the Board of the Company.

The appointment of Mr. Gu as the non-executive Director of the Company is subject to the approval of the shareholders of the Company at the AGM.

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Biographical details of Mr. Gu are set out as follows:

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

Save for the above and so far as the Directors are aware, Mr. Gu does not have any relationship with any directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Gu has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor does he hold any other position with the Company or any of its subsidiaries. So far as the Directors are aware, as at the date of this announcement, Mr. Gu does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

Upon approval of Mr. Gu’s appointment at the AGM, Mr. Gu will enter into a service contract with the Company for a term commencing on the date of approval in the AGM until 17 December 2021. The remuneration of Mr. Gu will be determined with reference to the Company’s director remuneration policy, his relevant experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save for the above, as of the date of this announcement, the Board is not aware of any other matters in relation to Mr. Gu’s proposed appointment as a non-executive Director of the Company that need to be brought to the attention of the shareholders of the Company nor any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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AGM

The Company will convene the AGM for the purpose of, among other things, seeking the approval of the shareholders of the Company for the appointment of Mr. Gu as the non-executive Director of the Company. At the AGM, voting for the proposed ordinary resolution shall be conducted by way of poll.

The notice of AGM has been dispatched to the shareholders of the Company on 26 March 2020, and a supplemental notice of the AGM regarding the proposed resolutions for the proposed appointment of Mr. Gu as the non-executive Director of the Company and the remuneration of Mr. Gu as the non-executive Director of the Company will be dispatched on 28 April 2020.

Opinion of the Board

Since the above appointment of non-executive Director is fair and reasonable and in the interests of the Company and its shareholders as a whole, and the nomination committee of the Board of the Company considers that Mr. Gu meets the qualifications of Directors of the Company, therefore the Board recommends the shareholders of the Company to vote for the related ordinary resolutions to be proposed at the AGM.

By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 April 2020

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

• For identification purposes only

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