Rego Interactive Co., Ltd — Capital/Financing Update 2018

Nov 9, 2018

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)

DISCLOSEABLE TRANSACTION A PPP PROJECT FOR UPGRADING AND EXPANSION OF THE SEWAGE TREATMENT PLANT IN CHIBI CITY

On 9 November 2018, the Board considered and approved the implementation of the PPP Project for Upgrading and Expansion of the Sewage Treatment Plant in Chibi City. On the same day, Chibi Company entered into a Project Agreement with Chibi Development Bureau to implement the PPP Project. The total investment amount for the PPP Project is expected to be approximately RMB205,580,000.

As one or more of the applicable percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Project Agreement constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, such transaction is subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

INTRODUCTION

On 9 November 2018, the Board considered and approved the implementation of the PPP Project for Upgrading and Expansion of the Sewage Treatment Plant in Chibi City. On the same day, Chibi Company entered into a Project Agreement with Chibi Development Bureau to implement the PPP Project. A summary of the principal terms of the Project Agreement is set out below.

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PROJECT AGREEMENT

(1) Parties

• (a) Chibi Company; and

• (b) Chibi Development Bureau.

(2) Principal Terms

According to the provisions under the Project Agreement, Chibi Development Bureau agreed to grant the operation rights of the PPP Project to Chibi Company, including investment, financing and construction of the upgrading and transformation works in Phase 1 and the works in Phase 2 of the PPP Project; management, operation and maintenance of the facilities under the PPP Project, provision of sewage treatment services and collection of sewage treatment service fees.

The total investment amount of the PPP Project is expected to be approximately RMB205,580,000, of which RMB62,000,000 will be used as capital of the project and financed by additional registered capital of Chibi Company; the remaining amount of RMB143,580,000 will be used for project construction and funded by Chibi Company through financing. If Chibi Company is unable to resolve the financing of project construction by itself, Wuhan Company shall have the obligation to provide financing assistance to Chibi Company.

With respect to project capital, the Company intends to increase capital contribution to Wuhan Company by RMB62,000,000, which will then be used to increase capital contribution to Chibi Company for investing in the PPP Project; Wuhan Company shall increase capital contribution to Chibi Company by RMB62,000,000 within 60 days after entering into the Project Agreement.

(3) Information of the PPP Project

According to the provisions under the Project Agreement, the PPP Project refers to the PPP project for upgrading and expansion of the sewage treatment plant in Chibi City jointly implemented by Chibi Company and Chibi Development Bureau, including upgrading and transformation of the Chibi Sewage Treatment Plant Phase 1, construction of new Chibi Sewage Treatment Plant Phase 2, and ancillary construction works of the sewage collection pipeline network and sewage improvement pump station at the Xialuo Port Area.

Under the PPP Project, the upgrading scale for sewage treatment capacity of the Chibi Sewage Treatment Plant Phase 1 is 40,000 cubic meters per day. It has

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been operated by Chibi Company since May 2009 under the “Build-Operate-Transfer (BOT)” model with a concession term of 25 years pursuant to the Original Concession Agreement of the Chibi Sewage Treatment Plant Project, and it has been operated for 9 years by now .

The construction of the new Chibi Sewage Treatment Plant Phase 2 will have a target treatment capacity of 40,000 cubic meters per day; meanwhile the ancillary construction works of the sewage collection pipeline network and sewage improvement pump station at the Xialuo Port Area will have the target sewage treatment capacity of 5,000 cubic meters per day in the short run, and the target sewage treatment capacity of 10,000 cubic meters per day in the long run; the sewage collection pipeline network will cover a length of 18 kilometers.

Upon completion of construction projects of the PPP Project, the Class 1A standard of water discharge quality under the Discharge Standard of Pollutants for Municipal Sewage Treatment Plant (GB18918-2002) will be enforced.

(4) Operation Rights

The operation period of the PPP Project will last for 27 years from the effective date of the Project Agreement, including 1 year for construction period and 26 years for operation period.

For the existing Chibi Sewage Treatment Plant Phase 1 project, the concession period under the Original Concession Agreement of the Chibi Sewage Treatment Plant Project was 25 years starting from May 2009. After completion of the upgrading and transformation works for existing Phase 1 project, the remaining concession period of the existing Chibi Sewage Treatment Plant Phase 1 will be 16 years. During the initial 16 years of operation period of the PPP Project under the Project Agreement, with regard to the existing Chibi Sewage Treatment Plant Phase 1 project, the provisions of the Original Concession Agreement of the Chibi Sewage Treatment Plant Project will continue to be performed. From the 17th to 27th year of the operation period of the PPP project, the People’s Government of Chibi will lease the existing Phase 1 project to Chibi Company at nil consideration for continuous operation pursuant to the Project Agreement.

After expiration of the operation period, Chibi Company shall transfer the facilities of the PPP Project in normal operating conditions to Chibi Development Bureau or its designated entity at nil consideration according to the provisions of the Project Agreement.

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(5) Letter of Performance Guarantee

• (a) Letter of Performance Guarantee for Construction Period

Chibi Company shall provide a Letter of Performance Guarantee for Construction Period in the amount of RMB5,000,000 to the Chibi Development Bureau within 1 month after entering into the Project Agreement. The Letter of Performance Guarantee for Construction Period will be discharged after completion and inspection acceptance of the PPP Project and delivery of operation and maintenance deposits and a Letter of Operation and Maintenance Guarantee by Chibi Company.

(b) Letter of Operation and Maintenance Guarantee

Chibi Company shall provide a Letter of Operation and Maintenance Guarantee in the amount of RMB3,000,000 to Chibi Development Bureau within 28 days from the commencement date of operation. The Letter of Operation and Maintenance Guarantee will be discharged after the delivery of a Letter of Transfer Guarantee by Chibi Company.

• (c) Letter of Transfer Guarantee

Chibi Company shall provide a Letter of Transfer and Maintenance Guarantee in the amount of RMB 3,000,000 to Chibi Development Bureau 1 month before the expiry date of the project operation period. The expiry date of the Letter of Transfer Guarantee will be the expiration of 12 months after the transfer upon expiry of the operation period.

INFORMATION OF THE COMPANY, WUHAN COMPANY, CHIBI COMPANY AND CHIBI DEVELOPMENT BUREAU

The Company is principally engaged in 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.

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Wuhan Company is a wholly-owned subsidiary of the Company invested and incorporated in Hubei. It is mainly engaged in (including but not limited to) municipal sewage treatment plants and tap water and supporting facilities; solid waste treatment facilities; the investment in development, construction, operation, management and consulting services of reclaimed water treatment facilities; and the production of equipment and materials relating to the water and environmental protection industries, etc.

Chibi Company is a wholly-owned subsidiary of Wuhan Company. It is mainly engaged in (including but not limited to) municipal sewage treatment plants and ancillary facilities; solid waste treatment; development, construction, operation and management of water reuse facilities; project consulting services for water treatment facilities, environmental works, municipal works, highway works and transportation works, etc.

Chibi Development Bureau is the institution authorized by the People’s Government of Chibi for implementing the PPP Project. It is mainly responsible for (including but not limited to) the construction and management of cities and counties for the whole of Chibi City; water supply, drainage, gas and heat supply and municipal public utilities; and construction of municipal public utilities.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Chibi Development Bureau and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR ENTERING INTO THE PROJECT AGREEMENT

The PPP Project will help the Company expand the market share of its sewage treatment business and increase the revenue and profitability of the Company. The acquisition of the PPP Project will be of great significance to the increase in regional influence and the enhancement of the overall scale of the Company, which are in line with the development strategies of the Company.

The terms of the Project Agreement were determined after arm’s length negotiations among the parties thereto. The Directors (including the independent non-executive Directors) consider that the terms of the Project Agreement are on normal commercial terms, fair and reasonable and in the interest of the Group and the Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Project Agreements constitutes a discloseable transaction of the Company under the Listing Rules. Accordingly, such transaction is subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

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

• “Board”

the board of Directors

“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

• “Chibi Company”

Chibi Capital Water Company Limited* (赤壁創業水務 有限公司), or such Chibi Capital Water Company Limited after the increase in capital contribution for the purpose of implementing the PPP project during the cooperation period under the Project Agreement, an indirect wholly-owned subsidiary of the Company

• “Chibi Development Bureau”

• Department of Housing and Urban-rural Development of Chibi (赤壁市住房和城鄉建設局)

• “Connected Person(s)”

• has the same meaning as ascribed to it under the Listing Rules

• “Directors” the directors of the Company, including the independent non-executive directors

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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• “Listing Rules”

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

• “Original Concession Agreement of the Chibi Sewage Treatment Plant Project”

the concession agreement in relation to the original Chibi Sewage Treatment Plant Project (under the “Build-Operate-Transfer (BOT)” model) entered into between Chibi Company and Chibi Development Bureau on 15 July 2005, under which the concession period shall be 25 years from the date of business operation officially commenced

• “percentage ratios”

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

• “PPP Project”

• the PPP Project for Upgrading and Expansion of the Sewage Treatment Plant in Chibi City to be implemented by Chibi Company and Chibi Development Bureau under the government and social capital cooperation model (PPP model), including the continuous operation and the upgrading of the existing Chibi Sewage Treatment Plant Phase 1 project, as well as the new construction of Chibi Sewage Treatment Plant Phase 2, and the ancillary construction of the sewage collection pipeline network and sewage improvement pump station at the Xialuo Port Area

• “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 Agreement” the project agreement in relation to the PPP Project entered into between Chibi Company and Chibi Development Bureau on 9 November 2018, pursuant to which the parties agree to cooperate to implement the PPP Project, and Chibi Development Bureau agree to grant the operation rights of the PPP Project to Chibi Company

• “RMB” Renminbi, the lawful currency of the PRC

• “Shareholder(s)” registered holder(s) of the Shares

• “Share(s)” share(s) of the Company with nominal value of RMB1.00 each

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Wuhan Company”

Wuhan Tianchuang Capital Environmental Protection Company Limited* (武漢天創環保有限公司), a direct wholly-owned subsidiary of the Company and the sole shareholder of Chibi Company

“%”

per cent

By Order of the Board Liu Yujun Chairman

• Tianjin, the PRC 9 November 2018

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. Yu Zhongpeng and Mr. Han Wei; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purposes only

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