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

Apr 7, 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.

This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not an offer of securities for sale in the People’s Republic of China, Hong Kong or elsewhere. The securities referred to herein are not available for general subscription in Hong Kong.

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

PROPOSED ISSUE OF CORPORATE BONDS

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

The 7th meeting of the 7th session of the Board was held on 7 April 2016. The Board considered and approved the resolutions in relation to the proposed public issue of corporate bonds of the Company, details of which are set out as follows:

• I. DESCRIPTION OF THE COMPANY’S COMPLIANCE WITH CONDITIONS IN RELATION TO THE PUBLIC ISSUE OF THE CORPORATE BONDS TO QUALIFIED INVESTORS

In order to broaden financing channels and optimise financing structure, the Company intends to publicly issue the corporate bonds with principal amount of not more than RMB1.8 billion (RMB1.8 billion inclusive) (the “ Corporate Bonds ”) to the qualified investors according to business development needs. In accordance with the relevant requirements of laws, regulations and regulatory documents of the People’s Republic of China (the “ PRC ”) including the Company Law, the Securities Law and the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公司債券發行與交易管理辦法》( ), upon diligent verification of the qualifications and conditions for the public issue of the Corporate Bonds, the Board considered that the Company is in compliance with the requirements of applicable laws, regulations and regulatory documents in connection with the public issue of corporate bonds and possesses the qualifications and conditions for public issue of the Corporate Bonds to the qualified investors (the “ Qualified Investors ”) as prescribed under the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公( 司債券發行與交易管理辦法》).

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II. OVERVIEW OF ISSUE OF THE CORPORATE BONDS

(I) Issue Size of the Corporate Bonds

The total issue size of the Corporate Bonds will be no more than RMB1.8 billion (RMB1.8 billion inclusive) and shall account for not more than 40% (40% inclusive) of the Company’s net assets as at the end of the latest period as shown in the consolidated financial statements. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the 2015 Annual General Meeting of the Company (the “ AGM ”) to determine the specific issue size of the Corporate Bonds according to the capital needs of the Company and market conditions at the time of issue within the aforesaid scope.

(II) Maturity of the Corporate Bonds

The maturity of the Corporate Bonds shall not exceed 10 years (10 years inclusive). The Corporate Bonds can be with single maturity period or with various maturity periods. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the AGM to determine the specific maturity structures of the Corporate Bonds and the offer size for Corporate Bonds with different maturity structures prior to the issue according to the capital needs of the Company and market conditions at the time of issue.

(III) Coupon Rate of the Corporate Bonds and Way of Determination

The Corporate Bonds are fixed interest bonds. The coupon rate is calculated per annum by adopting the simple interest method and there will not be any compound interest. The coupon rate will be determined by using the book-building method.

(IV) Issue Method

The Corporate Bonds shall be issued publicly to the Qualified Investors. Upon approval by the China Securities Regulatory Commission, the Corporate Bonds may be issued in one or more tranches. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the AGM to determine the specific issue method according to the capital needs of the Company and market conditions at the time of issue.

(V) Guarantee Arrangement

The Corporate Bonds shall be non-guaranteed bonds.

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(VI) Redemption Terms or Repurchase Terms

It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the AGM to determine as to whether the Corporate Bonds shall include redemption terms or repurchase terms as well as the specific contents of relevant terms according to the capital needs of the Company and market conditions at the time of issue.

(VII) Use of Proceeds

After deducting the issue expenses, the proceeds from the issue of Corporate Bonds are intended to be used to repay loans of the Company (including its subsidiaries) and replenish working capital of the Company (including its subsidiaries) as well as for other purposes as permitted by applicable laws and regulations. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the AGM to determine the specific use and the proportion of proceeds to be allocated thereto according to the actual needs of the Company.

(VIII) Targets of Issue and Placement Arrangements for Shareholders of the Company (the “Shareholders”)

The issue targets of the Corporate Bonds will be the Qualified Investors who meet the requirements of the Administrative Measures for the Issuance and Trading of Corporate Bonds 《公司債券發行與交易管理辦法》( ), and the Corporate Bonds will not be placed to the Shareholders with priority.

(IX) Underwriting Method and Listing Arrangement

The Corporate Bonds shall be underwritten by the lead underwriter or the underwriting syndicate organized by the lead underwriter by way of standby underwriting. Upon completion of issue of the Corporate Bonds and subject to compliance with the listing requirements, the Company will apply for the listing and trading of the Corporate Bonds on the Shanghai Stock Exchange. Upon the approval of the relevant PRC regulatory authorities and as permitted by applicable laws and regulations, the Company may also apply for the listing and trading of the Corporate Bonds on other stock exchanges.

(X) Effective Term of the Resolutions

The resolutions on issue of the Corporate Bonds shall be effective for a term of 24 months commencing from the date of approval at the AGM.

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(XI) Authorisation

In order to ensure the efficient and orderly implementation of the Company’s public issue of the Corporate Bonds to the Qualified Investors, the Company shall, in accordance with the relevant requirements of the applicable PRC laws and regulations including the Company Law , the Securities Law and the Administrative Measures for the Issuance and Trading of Corporate Bonds (《公司債券發行與交易管理辦法》) as well as the Articles of Association of the Company, propose to the AGM to authorize the Board to handle all matters in relation to the public issue of the Corporate Bonds at its absolute discretion, including but not limited to:

1. To formulate and adjust the specific issue plan and amend and adjust the issue terms in respect of the public issue of the Corporate Bonds in accordance with the relevant requirements of national laws, regulations and the relevant securities regulatory authorities as well as the resolutions passed at the AGM and according to the Company’s needs and the bond market conditions, including but not limited to all matters in relation to the proposed issue of the Corporate Bonds such as the specific issue size, maturity and maturity periods of the Corporate Bonds, coupon rate of the Corporate Bonds and its way of determination, timing of the issue, issue arrangement (including whether the Corporate Bonds will be issued in tranches, number of tranches and issue size for each tranche), guarantee arrangement, ways of repayment of principal and payment of interest, rating arrangement, specific subscription method, specific placing arrangement, whether the repurchase terms or redemption terms will be set and the specific contents thereof, establishment of a custodial account for the proceeds raised, use of proceeds and proportion of proceeds thereof, guarantee measures arrangement and listing of the bonds;

2. To determine the engagement of intermediaries to assist the Company to handle matters in relation to the reporting and listing of the Corporate Bonds; to select the bond trustee, sign the bond trustee management agreement and formulate rules for the bondholders’ meeting for the purpose of the issue of the Corporate Bonds;

3. To be responsible for implementing and executing the issue and the application for listing of the Corporate Bonds, including but not limited to the formulation, approval, authorisation, signing, execution, modification and completion of all necessary documents, contracts, agreements and indentures (including but not limited to underwriting agreements, bond trustee management agreements, proceeds supervisory agreements, listing agreements and other legal documents) in relation to the issue and listing of the Corporate Bonds, and to make appropriate supplements or adjustments to the reporting documents in accordance with the requirements of relevant regulatory authorities;

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1. To handle matters in relation to the listing of the Corporate Bonds as well as the repayment of principal and payment of interest upon completion of the issue of Corporate Bonds;

2. Save for matters which are required to be re-voted by the Shareholders at the general meeting in accordance with the requirements of relevant laws, regulations and the Articles of Association of the Company, to make corresponding adjustments to matters in relation to the public issue of the Corporate Bonds, or to decide upon as to whether relevant work in relation to the issue of the Corporate Bonds shall proceed based on the actual circumstances, according to the opinions issued by relevant regulatory authorities or in response to the changes in policies or market conditions;

3. To handle other matters in relation to the issue of the Corporate Bonds; and

4. To propose to the AGM that the chairman shall act as the authorised person for the issue of the Corporate Bonds and shall, on behalf of the Company, handle matters in relation to the issue of the Corporate Bonds in accordance with the resolution(s) of the AGM and the authorisation as delegated by the Board.

The authorisation above shall be effective from the date of approval at the AGM till the date of completion of the aforesaid authorised matters.

In addition to the Shareholders’ approval at the AGM, the Company still requires approval from the China Securities Regulatory Commission in respect of the issue of Corporate Bonds.

III. CONDENSED FINANCIAL INFORMATION

As to the financial information of the Company for the past three fiscal years, please refer to the Company’s annual results announcement dated 29 March 2016 for the year ended 31 December 2015, the soon to be published Annual Report 2015, the Annual Report 2014 dated 23 April 2015 and the Annual Report 2013 dated 17 April 2014.

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IV. USE OF PROCEEDS

After deducting the issue expenses, the proceeds from the issue of Corporate Bonds are intended to be used to repay loans of the Company (including its subsidiaries) and replenish working capital of the Company (including its subsidiaries) as well as for other purposes as permitted by applicable laws and regulations. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority at the AGM to determine the specific use and proportion of proceeds to be allocated thereto according to the actual needs of the Company. The use of proceeds raised from the issue of the Corporate Bonds will help the Company to optimise debt structure, reduce financial risks, maintain financial stability and save finance costs.

V. AGM

The issue of the Corporate Bonds is subject to the Shareholders’ approval at the AGM. The Company shall convene the AGM for the purposes of, among other things, seeking approval of the Shareholders on matters in relation to the issue of the Corporate Bonds. At the AGM, voting on the proposed special resolution(s) will be conducted by way of poll. A notice of the AGM will be despatched to the Shareholders as soon as practicable.

VI. BOARD RECOMMENDATION

The Board is of the view that the issue of the Corporate Bonds is in the interests of the Company and its shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the special resolution(s) in relation to the Corporate Bonds at the AGM.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 7 April 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.

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