Rego Interactive Co., Ltd — Capital/Financing Update 2017

Nov 28, 2017

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)

POSSIBLE MAJOR TRANSACTION TENDER SUBMISSION FOR THE CHANGSHA PROJECT

SUBMISSION OF TENDER

The Board is pleased to announce that on 28 November 2017, the Company submitted the Tender to Changsha CHURD through its designated tender agent, YBECC, to bid for the Changsha Project and paid a refundable bid bond of RMB35 million (equivalent to approximately HK$40,600,000) in accordance with the requirements under the tender announcement published by Changsha CHURD.

If the Company is successful with the bidding at the Tender, the Company will commence negotiations with the relevant parties in relation to the terms and conditions of the Changsha Project and the Project-related Agreements including but not limited to a concession agreement and a joint-venture agreement, and will enter into the Project-related Agreements thereafter. The Project Company will then be jointly established by the Company and the Government Representative for the Changsha Project.

If the Company is unsuccessful with the bidding at the Tender, the bid bond of RMB35 million will be refunded in full to the Company.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios exceed 25% but are less than 100%, the bidding for the Changsha Project (if succeeded) will constitute a major transaction of the Company and therefore is subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval for the transactions of the bidding for the Changsha Project may be obtained by written Shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the bidding for the Changsha Project; and (b) written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights of the Company at that general meeting to approve the bidding for the Changsha Project.

As far as the Directors are aware, after making reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the bidding for the Changsha Project. As at the date of this announcement, TMICL holds 715,565,186 Shares, representing approximately 50.14% of the entire issued share capital of the Company, and has given its written approval of the bidding for the Changsha Project. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of the approval of the bidding for the Changsha Project.

GENERAL

If the Company is successful with the bidding at the Tender and definite Project-related Agreements are subsequently entered into by the Company with the relevant parties, the Company will make further announcement(s) pursuant to Chapter 14 of the Listing Rules and a circular will also be despatched to the Shareholders in accordance with the requirements under the Listing Rules.

As the transactions contemplated under the Changsha Project are subject to the result of the Tender and the terms and conditions of the Project-related Agreements to be concluded, they may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

INTRODUCTION

The Board is pleased to announce that on 28 November 2017, the Company submitted the Tender to Changsha CHURD through its designated tender agent, YBECC, to bid for the Changsha Project and paid a refundable bid bond of RMB35 million (equivalent to approximately HK$40,600,000) in accordance with the requirement under the tender announcement published by Changsha CHURD.

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The closing date of the tender for the Changsha Project is 28 November 2017. The Company will make an announcement on the result of the Tender when it is available.

TENDER

Set out below is a summary of the Tender:

Submission date of the Tender

28 November 2017

Parties

• (a) The Company, as the tenderer;

• (b) Changsha CHURD, as the tenderee; and

• (c) YBECC, as the tender agent.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Changsha CHURD, YBECC and their respective ultimate beneficial owners are all third parties independent of the Company and its connected persons.

The Changsha Project

The Tender was submitted by the Company to bid for the Changsha Project, which involves the Ganshengyuan Sewage Water Treatment Plant and the Sutuoyuan Sewage Water Treatment Plant, both with sewage processing capacity of 100,000 m[3] per day, three sewage pump stations and other ancillary facilities. The total investment amount of the Changsha Project will be approximately RMB1,989.97 million including the constructed inventory assets of approximately RMB1,142.30 million and the investment amount for construction of new items of approximately RMB847.67 million. The Changsha Project will adopt the business model of “Transfer-Operate-Transfer (TOT)” for the constructed inventory assets and “Build-Operate-Transfer (BOT)” for construction of new items. The operation period for the Ganshengyuan Sewage Water Treatment Plant will be 26 years while the Sutuoyuan Sewage Water Treatment Plant has an expected construction period of 2 years and an operation period of 24 years.

According to the tender announcement published by Changsha CHURD, the Project Company will be jointly established by the successful bidder for the open tender of the Changsha Project and the Government Representative, who will hold 70% and 30% equity interest in the Project Company respectively. The registered capital of the

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Project Company shall not be less than 30% of the total investment amount of the Changsha Project. The Project Company will purchase the Ganshengyuan Sewage Water Treatment Plant and the related constructed inventory assets, and invest in the construction of the ancillary engineering of the Ganshengyuan Sewage Water Treatment Plant and in the construction of the Sutouyuan Sewage Water Treatment Plant Phase I, as well as will be granted the concession rights of the Changsha Project. During the concession period, the Project Company shall enjoy exclusive rights of investment, construction, operation, maintenance, renovation of sewage treatment facilities and rights of collection of sewage treatment service fees and other relevant services fees.

Upon expiration of the concession period, facilities of the Changsha Project with normal operation capacity shall be transferred by the Project Company to Changsha CHURD or other entities to be designated by the People’s Government of Changsha.

Expected total investment amount of the Changsha Project

The transfer price of the Ganshengyuan Sewage Water Treatment Plant and the related constructed inventory assets will be approximately RMB1,142.30 million, and the estimated investment amount for the construction of the ancillary engineering of the Ganshengyuan Sewage Water Treatment Plant and the Sutouyuan Sewage Water Treatment Plant Phase I will be approximately RMB847.67 million. As such, the expected total investment amount of the Changsha Project will be approximately RMB1,989.97 million.

Bid bond

As at the date of this announcement, the Company has paid a refundable bid bond of RMB35 million (equivalent to approximately HK$40,600,000) for submitting the Tender, which will form part of the investment amount to be paid by the Company in the Changsha Project if the Company is successful with the bidding at the Tender. If the Company is unsuccessful with the bidding at the Tender, the bid bond of RMB35 million will be refunded in full to the Company.

Project-related Agreements

If the Company is successful with the bidding at the Tender, the Company will commence negotiations with the relevant parties in relation to the terms and conditions of the Changsha Project and the Project-related Agreements including but not limited to a concession agreement and a joint-venture agreement, and will enter into the Project-related Agreements thereafter.

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FINANCIAL INFORMATION OF THE GANSHENGYUAN SEWAGE WATER TREATMENT PLANT

Since the construction of Ganshengyuan Sewage Water Treatment Plant was completed recently and it was not in actual operation, the required financial information under Rule 14.58(7) of the Listing Rules is not available.

INFORMATION OF THE COMPANY, CHANGSHA CHURD, YBECC AND THE GOVERNMENT REPRESENTATIVE

The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of sewage water, tap water and other types of water; design, construction, management, building and operation management of municipal infrastructures; license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin City; development and operation of environmental protection technology and products; leasing of self-owned properties, etc.

Changsha CHURD is a government authority for the People’s Government of Changsha and is mainly responsible for, among other things, the administrative management works of coordination and management of key engineering projects in Changsha, supervision of quality and safety of construction engineering and management of real estate development industry, etc.

YBECC is principally engaged in the business of management consultation, construction, cost consultation and supervision of construction engineering and tendering agency services.

The Government Representative is principally engaged in the business of treatment of water pollution and improvement of water environment. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Government Representative and its ultimate beneficial owners are all third parties independent of the Company and its connected persons.

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REASONS FOR AND BENEFITS OF INVESTMENT IN THE CHANGSHA PROJECT

The principal activities of the Company include investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of sewage water in the PRC. Having considered that the Changsha Project allows the Company to expand its market shares and strengthen the market influence of the Company in the field of environmental protection as well as enhance the Company’s future earnings, the Directors are of the view that the terms and conditions of the Tender are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios exceed 25% but are less than 100%, the bidding for the Changsha Project (if succeeded) will constitute a major transaction of the Company and therefore is subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval for the transactions of the bidding for the Changsha Project may be obtained by written Shareholders’ approval in lieu of holding a general meeting if (a) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the bidding for the Changsha Project; and (b) written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights of the Company at that general meeting to approve the bidding for the Changsha Project.

As far as the Directors are aware, after making reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the bidding for the Changsha Project. As at the date of this announcement, TMICL holds 715,565,186 Shares, representing approximately 50.14% of the entire issued share capital of the Company, and has given its written approval of the bidding for the Changsha Project. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of the approval of the bidding for the Changsha Project.

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GENERAL

If the Company is successful with the bidding at the Tender and definite Project-related Agreements are subsequently entered into between the Company and the relevant parties, the Company will make further announcement(s) pursuant to Chapter 14 of the Listing Rules and a circular will also be despatched to the Shareholders in accordance with the requirements under the Listing Rules.

As the transactions contemplated under the Changsha Project are subject to the result of the Tender and the terms and conditions of the Project-related Agreements to be concluded, they may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

DEFINITIONS

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

“Board” the board of Directors

“Changsha CHURD” Changsha City Commission of Housing and Urban-Rural Development* (長沙市住房和城鄉建設委 員會), a government authority for the People’s Government of Changsha

“Changsha Project” the Changsha Ganshengyuan and Sutuoyuan Sewage Treatment Public-Private-Partnership (PPP) project involving Ganshengyuan Sewage Water Treatment Plant, Sutuoyuan Sewage Water Treatment Plant, three sewage pump stations and other ancillary facilities

• “Company” Tianjin Capital Environmental Protection Group Company Limited, a joint stock limited company established in the PRC whose A Shares and H Shares are listed on the Shanghai Stock Exchange and the Stock Exchange respectively

• “Director(s)” director(s) of the Company, including independent non-executive directors

• “Government Changsha Drainage Company Limited* (長沙市排水有 Representative” 限責任公司), a limited liability company incorporated in the PRC designated by the People’s Government of Changsha for the Changsha Project

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“Group”

the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “percentage ratios”

• has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction

• “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

• “Project Company”

• a project company for the Changsha Project to be jointly established by the successful bidder for the open tender of the Changsha Project and the Government Representative in accordance with the tender announcement published by Changsha CHURD

• “Project-related agreements in relation to the Changsha Project to be Agreements” entered into between the successful bidder for the open tender of the Changsha Project and the entity(ies) designated by the People’s Government of Changsha, including but not limited to a concession agreement and a joint-venture agreement

• “RMB”

• renminbi, the lawful currency of the PRC

• “Share(s)”

• ordinary share(s) of nominal value of RMB1.00 each in the existing share capital of the Company

• “Shareholders” shareholders of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Tender”

• the tender submitted by the Company on 28 November 2017 to Changsha CHURD for the Changsha Project

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“TMICL” Tianjin Municipal Investment Company Limited (天津 市政投資有限公司), the controlling Shareholder of the Company, holding 50.14% equity interest in the Company “YBECC” Hunan Yingbang Engineering Construction Consultancy Company Limited (湖南英邦工程建設諮詢有限公司), a limited liability company incorporated in the PRC and the tender agent for the Changsha Project designated by Changsha CHURD

By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 28 November 2017

As at the date of this announcement, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Tang Fusheng, 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 the purposes of this announcement, the following exchange rate is used:RMB1.00= HK$1.16

• For identification purposes only

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