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Rego Interactive Co., Ltd Capital/Financing Update 2007

Aug 1, 2007

50588_rns_2007-08-01_1768c371-a152-48d4-bd33-a67c1f0692fb.pdf

Capital/Financing Update

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

THE THIRD ANNOUNCEMENT REGARDING REDEMPTION OF THE COMPANY’S A SHARE CONVERTIBLE BONDS “TIANJIN CONVERTIBLE BONDS”

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (“ Hong Kong Stock Exchange ”).

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

IMPORTANT NOTICE

  1. The Company issued A share convertible bonds “Tianjin Convertible Bonds” (“ A Share Convertible Bonds ”) of the Company in the sum of RMB1,200 million on 1 July 2004, Code 110874, the trading of which commenced on the Shanghai Stock Exchange (“ SSE ”) on 19 July 2004.

  2. Pursuant to the relevant provisions regarding conditions for redemption as set out in the Prospectus of Convertible Bonds of Tianjin Capital Environmental Protection Company Limited (the “ Prospectus ”), details of which were set out in the SSE’s website (http://www.sse.com.cn) dated 26 June 2004, during the current interest accruing year (1 July 2007 — 30 June 2008), A Share Convertible Bonds satisfied the redemption conditions for the first time at the close of trading on 27 July 2007, and it was decided in the Seventh Meeting of the Fourth Board for the Company to exercise the redemption rights.

  3. Announcements regarding redemption of A Share Convertible Bonds will be published consecutively on 31 July 2007, 1 August 2007 and 2 August 2007.

  4. Registration Date of Redemption of A Share Convertible Bonds will be on 27 August 2007 and Redemption Date will be on 28 August 2007.

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  1. Redemption price of A Share Convertible Bonds is RMB106.7/bond (including interest for the current period (net of tax) of RMB4.70). A 20% withholding tax in respect of personal income tax of individual holders shall be deducted by the Company, and actual redemption price net of tax will be RMB105.76/bond. No withholding income tax shall be deducted in respect of institutional investors, and actual redemption price will be RMB106.70/bond.

  2. All outstanding A Share Convertible Bonds at the close of trading on the Redemption Registration Date (27 August 2007) shall be redeemed by the Company.

  3. Distribution of redemption money will be on 3 September 2007.

On 1 July 2004, under the approval document Zheng Jian Fa Xing Zi [2004] No. 100 issued by China Securities Regulatory Commission (“ CSRC ”), the Company issued A Share Convertible Bonds in the sum of RMB1,200 million through public offering by adopting a method of priority subscription by original holders of A Shares, with part of the remaining balance by online offering to public investors combined with off-line offering to institutional investors. Conversion of A Share Convertible Bonds into A Shares of the Company commenced since 1 July 2005 (Short Form of A Shares of the Company: “Tianjin Capital”). As at 27 July 2007, there were RMB823,902,000 A Share Convertible Bonds sold back (For details, please see announcement of the Company “Result and impact regarding the sale back of A Share Convertible Bonds” dated 16 August 2006). There were RMB306,067,000 A Share Convertible Bonds converted into A Shares of the Company and there are RMB70,031,000 A Share Convertible Bonds still circulating in the market.

As stipulated in the Prospectus, in any of the interest accruing year within the term of the A Share Convertible Bonds, if the closing prices of the Company’s A Shares in any 20 transaction days within any 30 consecutive transaction days are not lower than 130% of the conversion price during the current period, the Company shall be entitled to redeem all or a certain proportion of the outstanding A Share Convertible Bonds at 102% of the nominal value plus interests accrued for the year. The closing prices of the Company’s A Shares (Tianjin Capital) for the period from 2 July 2007 to 27 July 2007 have been higher than 130% (RMB4.97/share) of the conversion price for the current period (RMB3.82/bond). Pursuant to the above agreement and the relevant requirements under the “Administrative measures on the issue of securities by listed companies” and “Rules Governing the Listing of Shares on SSE”, the Seventh Meeting of the Fourth Board of the Company decided to exercise the redemption right of the A Share Convertible Bonds, to fully redeem all the outstanding A Share Convertible Bonds after the close of trading on the Registration Date of Redemption (27 August 2007).

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Redemption of the A Share Convertible Bonds is hereby announced as follows for the attention of investors:

1. Conditions of redemption

In any interest accruing year within the term of the A Share Convertible Bonds, if the closing prices of the Company’s A Shares in any 20 transaction days within any 30 consecutive transaction days are not lower than 130% of the conversion price during the current period (“ Conditions of Redemption ”), the Company shall be entitled to redeem all or a certain proportion of the outstanding A Share Convertible Bonds at 102% of the nominal value plus interests accrued for the year when the Conditions of Redemption are satisfied for the first time.

2. Redemption price

The Company shall redeem all the outstanding A Share Convertible Bonds before the Redemption Date at a price calculated at 102% of the nominal value of the A Share Convertible Bonds plus interests accrued during the interest accruing year, being RMB106.70/bond and interest for the period RMB4.70, tax inclusive. As required under the relevant provisions of the Prospectus, if the national statutory five year deposit interest rate on the interest payment registration date of the fourth interest accruing year is higher than 2.79%, then the nominal interest rate of the fourth year of the A Share Convertible Bonds will be adjusted to 90% of the statutory five year deposit interest rate on the interest payment registration date, the level of the adjusted interest rate to be rounded to 2 decimal points. As the People’s Bank of China raised the base interest rates on deposits of financial institutions on 21 July 2007 and the national statutory five year deposit interest rate was adjusted to 5.22%, the nominal annual interest rate of A Share Convertible Bonds for the fourth year was adjusted to 4.70%, that is, the interest of each A Share Convertible Bonds of nominal value of RMB100 is RMB4.70 (tax inclusive). A 20% withholding tax in respect of personal income tax of individual holders shall be deducted by the Company, and actual redemption price net of tax will be RMB105.76/bond. No withholding income tax shall be deducted in respect of institutional investors, and actual redemption price will be RMB106.70/bond.

3. Redemption registration date

The redemption registration date of A Share Convertible Bonds is 27 August 2007.

4. Redemtpion date

The redemption date of A Share Convertible Bonds is 28 August 2007.

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5. Target of redemption

All the A Share Convertible Bonds held by holders of A Share Convertible Bonds registered in the register of China Securities Depository and Clearing Corporation Limited Shanghai Branch (“ CSDCC ”) at the close of trading of SSE on 27 August 2007.

6. Procedure for redemption and time arrangement

  • (1) 27 August 2007 is the redemption registration date of A Share Convertible Bonds;

  • (2) 28 August 2007 is the redemption date of A Share Convertible Bonds, and all trading and transfer of A Share Convertible Bonds on that day will be suspended;

  • (3) From 28 August 2007 to 30 August 2007, the Company will transfer the funds required for the redemption of A Share Convertible Bonds to the account designated by CSDCC;

  • (4) On 31 August 2007, CSDCC will transfer the funds to the respective settlement accounts of various securities companies and at the same time, reduce the corresponding numbers of A Share Convertible Bonds of investors;

  • (5) On 3 September 2007, the various securities companies will deposit the amounts into the funds or depository accounts of investors;

  1. Within five transaction days after the completion of the redemption period, the Company will make an announcement regarding the results of redemption and the impact of redemption to the Company on the newspapers and internet websites designated by CSRC.

8. Redemption related matters

  • (1) Within normal trading hours of SSE from 31 July 2007 to 27 August 2007 (being the period from the date of the first announcement regarding redemption of A Share Convertible Bonds to the Redemption Registration Date), the A Share Convertible Bonds will be transacted and transferred normally;

  • (2) From 28 August 2007 (Redemption Date), trading and transfer of A Share Convertible Bonds will be suspended;

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  • (3) Investors who intend to fully understand details of the redemption of A Share Convertible Bonds, please refer to the Prospectus. Summary of the Prospectus was published on China Securities News and Shanghai Securities Journal dated 26 June 2004. Investors can also search the full contents of the Prospectus on the website of SSE (http://www.sse.com.cn).

9. Contacts

Address: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China

Telephone: 8622-23930128

Facsimile: 8622-23930126

Contact person: Fu Yana, Zhu Fan

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC 1 August 2007

As at the date of this announcement, the Board comprises executive Directors: Ms. Ma Baiyu, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Zhanying, Mr. Tan Zhaofu and Ms. Fu Yana and independent non-executive Directors: Mr. Wang Xiangfei, Mr. Gao Zongze and Mr. Ko Poming.

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