Rego Interactive Co., Ltd — Capital/Financing Update 2016

Sep 14, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

ANNOUNCEMENT IN RESPECT OF THE PROPOSED APPLICATION OF KAIYING COMPANY FOR QUOTATION ON THE NATIONAL EQUITIES EXCHANGE AND QUOTATIONS SYSTEM (THE NEW THIRD BOARD)*

This announcement is made by Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board of directors of the Company (the “ Board ”) is pleased to announce that on 14 September 2016, the 17th meeting of the 7th session of the Board considered and approved the proposed commencement of reorganization of Tianjin Kaiying Technology Development Company Limited* (天津凱英科技發展有限公司) (“ Kaiying Company ”), a controlled subsidiary of the Company, into a joint stock limited company and its proposed application for quotation (the “ Potential Quotation ”) on the National Equities Exchange and Quotations System (the “ NEEQ ” or “ New Third Board ” ) of the People’s Republic of China (the “ PRC ”). The aforementioned matters will not be subject to the approval of general meeting of the Company, but the Potential Quotation will be subject to the approval of the relevant regulatory departments.

I. General Information

Kaiying Company, through on-going innovation and development, has developed relatively strong research and development capabilities, conversion of scientific research achievement capabilities, profitability level and comprehensive competitiveness. To promote its further improvement in corporate governance structure, establishment of market-oriented incentive mechanism and achievement in

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sustainable business development, Kaiying Company proposed to reorganize into a joint stock limited company and apply for quotation on the NEEQ. The NEEQ is also commonly known as the New Third Board* (新三板), a national over-the-counter market in the PRC, regulated by the China Securities Regulatory Commission and managed by National Equities Exchange and Quotations Company Limited* (全國中小企業股份轉讓系統有限責任公司) (“ NEEQ Company ”), which serves as a platform for sale of existing shares or directed share placings for small and medium-sized enterprises.

Kaiying Company was established on 23 April 2008 and registered with capital of RMB2 million contributed by the Company. After two capital injection, its registered capital increased to RMB20 million as at the date hereof. Kaiying Company is mainly engaged in the development, consultation, service and transfer of environmental technologies and products; installation and maintenance of sewage treatment equipment; manufacturing and processing of sewage and sludge treatment chemicals; and sewage and sludge treatment.

In August 2016, the Company transferred 20% equity interest in Kaiying Company to Tianjin Water Recycling Company Limited (“ Water Recycling Company ”), a wholly-owned subsidiary of the Company. As at 31 August 2016, the shareholding structure of Kaiying Company was as follows: the Company held 80% equity interest in Kaiying Company while Water Recycling Company held 20% equity interest in Kaiying Company.

As at 30 June 2016, Kaiying Company had total assets of RMB59,101,695.84, total liabilities of RMB27,875,636.98, net assets of RMB31,226,058.86, and gearing ratio of 47.17%. For the six months ended 30 June 2016, Kaiying Company recorded operating revenue of RMB33,026,446.02 and net profit of RMB3,501,027.72. The aforementioned data is unaudited and based on preliminary internal information of the Company, and therefore, the data contained in this announcement is provided for reference only.

II. Main Contents of the Proposal for Reorganization into a Joint Stock Company and the Potential Quotation

• (1) Reorganization into a joint stock company

Kaiying Company proposed to reorganize into a joint stock company by way of overall alteration, and proposed to set 31 August 2016 as the record date of audit and valuation for the reorganization into a joint stock company. After the overall alteration, the shareholding structure of the joint stock company will remain the same as the shareholding structure of the limited company.

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After the reorganization, the name of Kaiying Company was proposed to change to Tianjin Kaiying Technology Development Joint Stock Company Limited* (天津凱英科技發展股份有限公司) (subject to final registration). The business, assets, personnel, rights of debt and debts of the former Kaiying Company will be assumed by the joint stock company after the alteration.

• (2) The Potential Quotation

After obtaining the approval and consent of the relevant authorized departments, and after such proposal is submitted to the Tianjin State-owned Assets Supervision and Administration Commission of the PRC for review and approval, the application for quotation on the New Third Board will be submitted through sponsor institution with appropriate qualification.

III. Impact of Implementation of the Relevant Proposal on the Company

• (1) The Company holds 80% equity interest in Kaiying Company while the remaining 20% equity interest in Kaiying Company is held by Water Recycling Company, a wholly-owned subsidiary of the Company. Therefore, the reorganization into a joint stock company and quotation on the New Third Board of Kaiying Company will not affect the controlling position of the Company in Kaiying Company;

• (2) Kaiying Company is independent from the Company in aspects such as personnel, assets and finance, etc. Each of the Company and Kaiying Company conducts separate audit and assumes its own responsibility and risk independently, and Kaiying Company accounts for a relatively small proportion of assets and operating revenue, etc. of the Company. Therefore, the quotation of Kaiying Company on the New Third Board will not constitute substantial influence on the on-going operation of the Company; and

• (3) The quotation of Kaiying Company on the New Third Board will enable Kaiying Company to enhance its corporate governance and standardize its operation, facilitate its expansion of financing channels and further increase its size and strengthen its capabilities, which will help increasing the liquidity of assets and enhancing the asset value of the Company, as well as safeguarding interests of shareholders of the Company.

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IV. Risk Warnings

The reorganization into a joint stock company of Kaiying Company and the Potential Quotation will not be subject to the approval of general meeting of the Company, but the implementation of the Potential Quotation will be subject to, among other things, the approval of the Stock Exchange and NEEQ Company. As at the date of this announcement, no application in respect of this matter has been made to the Stock Exchange or NEEQ Company by the Company and Kaiying Company. Accordingly, shareholders and potential investors of the Company should be aware that there is no assurance that the Potential Quotation will take place or if it does, the timing thereof.

V. Subsequent Disclosure

The Company will make such further announcement(s) in relation to the Potential Quotation as and when appropriate as required pursuant to the Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 14 September 2016

As at the date of this announcement, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Peng Yilin; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purpose only

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