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

Apr 24, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Tianjin Capital Environmental Protection Group Company Limited.

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

(Stock Code: 1065)

AMENDMENTS TO THE NON-PUBLIC ISSUANCE OF A SHARES

Due to change of capital market conditions earlier as well as according to the relevant new requirements under the Implementation Rules for the Non-public Issuance of Shares by Listed Companies (Amended in 2017) 《上市公司非公開發( 行股票實施細則(2017修訂)》) and the Supervision Q&A on Issuance — Regulatory Requirements relating to Guidance on Standardizing Financing Activities of Listed Companies 《發行監管問答( —關於引導規範上市公司融資行 為的監管要求》) promulgated by the CSRC, the Company held the thirty-first meeting of the seventh session of the Board on 24 April 2017, at which the Board has considered and approved, among other things, the Amendments to the Non-public Issuance of A Shares.

The Amendments to the Non-public Issuance of A Shares are subject to the approvals from the Tianjin SASAC and the CSRC, and the approvals by the Shareholders at the EGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting. A circular containing, among other things, details of the Amendments to the Non-public Issuance of A Shares, together with a notice of the EGM and a notice of the H Shareholders’ Class Meeting, will be despatched to the Shareholders as soon as practicable after the publication of this announcement.

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References are made to the announcements of the Company dated 8 September 2016 and 30 December 2016, and the circular of the Company dated 19 October 2016, in relation to the original proposal on the Non-public Issuance of A Shares of the Company (the “ Original Proposal ”). Such Original Proposal has already been approved at the 2016 second extraordinary general meeting, 2016 first H Shareholders’ class meeting and 2016 first A Shareholders’ class meeting of the Company, all of which were held on 30 December 2016.

AMENDMENTS TO THE NON-PUBLIC ISSUANCE OF A SHARES

Due to change of capital market conditions earlier as well as according to the relevant new requirements under the Implementation Rules for the Non-public Issuance of Shares by Listed Companies (Amended in 2017) 《上市公司非公開發行股票實施細( 則(2017 修訂)》) and the Supervision Q&A on Issuance — Regulatory Requirements relating to Guidance on Standardizing Financing Activities of Listed Companies 《發( 行監管問答—關於引導規範上市公司融資行為的監管要求》) promulgated by the CSRC, the Company held the thirty-first meeting of the seventh Board on 24 April 2017, at which the Board has considered and approved, among other things, the Amendments to the Non-public Issuance of A Shares.

Details of the Amendments to the Non-public Issuance of A shares are set out below:-

Number of A Shares to The number of A Shares to be issued under the be issued: Non-public Issuance of A Shares will be not more than 20% of the total issued shares of the Company before such issuance (1,427,228,430 shares), i.e. 285,445,686 A Shares (inclusive) (as opposed to 250,698,499 A Shares proposed in the Original Proposal).

Within the scope of issuance as aforesaid, after the approval in respect of the Non-public Issuance of A Shares is obtained from the CSRC, the Board and its authorized representative(s) shall determine the ultimate number of A Shares to be issued as authorized by the Shareholders at the EGM and in accordance with the relevant requirements of the CSRC and actual situations, after consultation with the sponsor (lead underwriter).

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The number of A Shares to be issued under the Non-public Issuance of A Shares will be adjusted accordingly in case that the gross proceeds to be raised thereunder have to be adjusted due to the change of regulatory policy or according to the requirements of issuance approval, etc.

The number of A Shares to be issued under the Non-public Issuance of A Shares will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as distribution of dividend and bonus shares, and conversion of capital reserve into share capital during the period from the Price Determinate Date to the date of issuance.

Price Determination Date, Issue Price and pricing principle:

The Price Determination Date of the Non-public Issuance of A Shares is the first date of the issuance period of the Non-public Issuance of A Shares (as opposed to 9 December 2016 proposed in the Original Proposal). As at the date of this announcement, the closing price per H Share as quoted on the Stock Exchange is HK$4.84, and the closing price per A Share as quoted on the Shanghai Stock Exchange is RMB12.18.

The Issue Price under the Non-public Issuance of A Shares shall be not less than 90% of the average trading price of A Shares during the 20 trading days preceding the Price Determinable Date (the average trading price of A Shares over the 20 trading days preceding the Price Determination Date = the total turnover of A Shares over the 20 trading days preceding the Price Determination Date / the total trading volume of A Shares over the 20 trading days preceding the Price Determination Date) (as opposed to not less than RMB7.33 per A Share proposed in the Original Proposal).

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After obtaining the approval in respect of the Non-public Issuance of A Shares from the CSRC, the Board and its authorized representative(s) will, in accordance with the authorization granted by the Shareholders at the EGM, together with the sponsor (lead underwriter) decide the ultimate Issue Price based on the relevant requirements of the CSRC following the price priority principle.

The Issue Price under the Non-public Issuance of A Shares will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as distribution of dividend and bonus shares, and conversion of capital reserve into share capital during the period from the Price Determination Date to the date of issuance.

Validity period of the resolutions:

The resolutions with respect to the Non-public Issuance of A Shares shall be valid for 12 months from the date of approvals at the EGM and the Class Meetings. If the laws and regulations of the PRC have new requirements in relation to non-public issuance of shares, the validity period will be governed by such new requirements.

Save for the amendments mentioned above, other terms of the Non-public Issuance of A Shares proposed in the Original Proposal remain unchanged. For details of such other terms, please refer to the announcement of the Company dated 8 September 2016 and the circular of the Company dated 19 October 2016.

GROSS PROCEEDS AND USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

Since the Issue Price cannot be ascertained, the amount of the gross proceeds to be raised from the Non-public Issuance of A Shares is uncertain for the time being. However, it is expected to raise net proceeds of not more than RMB1,837,620,000 (inclusive) which are still proposed to be used in the projects mentioned in the paragraph headed “GROSS PROCEEDS AND USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES” in the announcement of the Company dated 8 September 2016.

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EFFECTS OF THE NON-PUBLIC ISSUANCE OF A SHARES ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company as at the date of this announcement and immediately after the completion of the Non-public Issuance of A Shares (having taken into account the Amendments to the Non-public Issuance of A Shares), assuming that 285,445,686 new A Shares will be issued under the Non-public Issuance of A Shares and there is no other change to the shareholding structure:

Shareholders A Shares - TMICL - New A Shareholders under the Non-public Issuance of A Shares - Other A Shareholders H Shares Public H Shareholders Total Issued Shares		As at the date of this announcement Number of shares Percentage of the total issued shares (%) 715,565,186 50.14 — — 371,663,244 26.04 340,000,000 23.82 1,427,228,430 100		Immediately after the completion of the Non-public Issuance of A Shares	Immediately after the completion of the Non-public Issuance of A Shares
				Number of shares Percentage of the total issued shares (%) 715,565,186 41.78 285,445,686 16.67 371,663,244 21.70 340,000,000 19.85 1,712,674,116 100
					100

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REASONS FOR THE AMENDMENTS TO THE NON-PUBLIC ISSUANCE OF A SHARES

On 17 February 2017, the CSRC promulgated the Implementation Rules for the Non-public Issuance of Shares by Listed Companies (Amended in 2017) 《上市公司( 非公開發行股票實施細則(2017 修訂)》), according to which, the price determination date to determine the issue price of shares proposed to be issued by way of non-public issuance shall be the first day of the non-public issuance period. On the same date, the CSRC also promulgated the Supervision Q&A on Issuance — Regulatory Requirements relating to Guidance on Standardizing Financing Activities of Listed — Companies 《發行監管問答( 關於引導規範上市公司融資行為的監管要求》), according to which, the number of shares proposed to be issued by a listed company by way of non-public issuance shall not exceed 20% of the total number of issued shares immediately before the non-public issuance. The Amendments to the Non-public Issuance of A Shares could better conform to the relevant new requirements under the Implementation Rules for the Non-public Issue of Shares by Listed Companies (Amended in 2017) 《上市公司非公開發行股票實施( 細則(2017 修訂)》) and the Supervision Q&A on Issuance — Regulatory Requirements relating to Guidance on Standardizing Financing Activities of Listed — Companies 《發行監管問答( 關於引導規範上市公司融資行為的監管要求》). Accordingly, the Directors (including the independent non-executive Directors) consider that the Amendments to the Non-public Issuance of A Shares are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

FUNDRAISING ACTIVITIES FOR THE PAST 12 MONTHS

Save for the Non-public Issuance of A Shares, the Company did not conduct any fundraising activities involving the issuance of equity securities in the 12 months preceding the date of this announcement.

APPROVALS REQUIRED FOR THE AMENDMENTS TO THE NON-PUBLIC ISSUANCE OF A SHARES

The Amendments to the Non-Public Issuance of A Shares are subject to the approvals from the Tianjin SASAC and the CSRC, and the approvals by the Shareholders at the EGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

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The Company will convene the EGM and the Class Meetings to seek approval from the Shareholders for, among other things, the Amendments to the Non-public Issuance of A Shares. A circular containing, among other things, details of the Amendments to the Non-Public Issuance of A Shares, together with a notice of the EGM and a notice of the H Shareholders’ Class Meeting, will be despatched to the Shareholders as soon as practicable after the publication of this announcement.

DEFINITIONS

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

• “Amendments to the the amendments to the terms of the Non-public Issuance Non-public Issuance of A Shares as set out in the paragraph headed of A Shares” “AMENDMENTS TO THE NON-PUBLIC ISSUANCE OF A SHARES” in this announcement;

• “A Shareholder(s)” holder(s) of A Shares;

• “A Shareholders’ Class Meeting”

• the class meeting of A Shareholders to be convened by the Company to consider and, if thought fit, approve, among other things, the Amendments to the Non-public Issuance of A Shares;

• “A Share(s)”

• the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange;

• “Board”

• the board of Directors of the Company;

• “Class Meetings”

• the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting to be convened by the Company to consider and, if thought fit, approve, among other things, the Amendments to the Non-public Issuance of A Shares;

• “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;

• “controlling has the same meaning as ascribed to it under the Listing shareholder” Rules;

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• “CSRC”

the China Securities Regulatory Commission;

• “Director(s)”

• the director(s) of the Company, including the independent non-executive director(s);

• “EGM” the extraordinary general meeting of the Company to be convened for the Shareholders to consider and, if thought fit, approve, among other things, the Amendments to the Non-public Issuance of A Shares;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “H Shareholders” holders of the H Shares;

• “H Shareholders’ Class Meeting”

• the class meeting of H Shareholders to be convened by the Company to consider and, if thought fit, approve, among other things, the Amendments to the Non-public Issuance of A Shares;

• “H Share(s)”

• the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the Stock Exchange;

• “Issue Price” the issue price per A Share under the Non-public Issuance of A Shares;

• “Listing Rules”

• The Rules Governing the Listing of Securities on The Stock Exchange;

• “Non-public Issuance of A Shares”

• the non-public issuance of new A Shares to the subscribers by the Company at the Issue Price;

• “PRC”

• The People’s Republic of China, excluding, for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

• “Price Determination Date”

• the first day of the issuance period of the Non-public Issuance of A Shares;

• “RMB”

• Renminbi, the lawful currency of the PRC;

• “Shareholder(s)” the shareholder(s) of the Company;

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

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• “Tianjin SASAC” the State-owned Assets Supervision and Administration Commission of Tianjin, the PRC;

• “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 as at the date of this announcement;

• “trading day” a day on which the Shanghai Stock Exchange is open for dealing or trading in securities; and

• “%” per cent.

By order of the Board Liu Yujun Chairman

• Tianjin, the PRC 24 April 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 identification purpose only

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