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 OF QIANYUAN SEWAGE TREATMENT PLANT IN DEQING COUNTY

On 9 September 2018, the Board considered and approved the implementation of the PPP Project of Qianyuan sewage treatment plant in Deqing County, pursuant to which the Company proposes to initiate the Project Contract with the County Government to transfer the concession right under the existing project to the Project Company through the model of “Transfer-Operate-Transfer (TOT)” and the existing project is operated by the Project Company. The total investment of the PPP Project is expected to be approximately RMB279,820,000.

As one or more of the applicable percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Project Contract 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

Reference is made to the bid winning announcement of the Company dated 29 October 2018 in relation to the PPP Project.

On 9 November 2018, the Board considered and approved the implementation of the PPP Project of Qianyuan sewage treatment plant in Deqing County, pursuant to which the Company proposes to initiate the Project Contract with the County Government to transfer the concession right under the existing project to the Project Company through the model of “Transfer-Operate-Transfer (TOT)” and the existing

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project is operated by the Project Company. The total investment of the PPP Project is expected to be approximately RMB279,820,000. As of the date of this announcement, both parties have not signed any project contract.

The principal terms of Project Contract are summarized as below.

PROJECT CONTRACT

(1) Parties

• (a) County government; and

• (b) the Company.

Upon the establishment of the Project Company, the Project Company will formally sign the Project Contract with the County Government.

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

(2) PPP Project

Pursuant to the Project Contract, the PPP Project is the Project of Qianyuan sewage treatment plant in Deqing County to be implemented by the Company and the County Government. The concession right of existing project is transferred to the Project Company by adopting the model of “Transfer-Operate-Transfer (TOT)” and the existing project is operated by the Project Company.

Existing project involves existing assets including sewage treatment plant in Qianyuan Town, Deqing County, buildings, sewage treatment equipment, certain sewage treatment pumping stations in Qianyuan Town, Deqing County and certain roads in Qianyuan Town, Deqing County. Of which, the Qianyuan Town sewage treatment plant in Deqing County has the designed processing capacity of 18,000m[3] /day, divided into two phases: 9,000 m[3] /day for phase one and 9,000 m[3] /day for phase two.

Based on the tender document, the appraised asset value of the existing assets under the existing project is RMB233,183,570. With reference to the settlement of other projects, the transferring price of the concession right for the existing assets of the Project is RMB279,820,000, a premium of 20%.

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(3) Principal Terms

As agreed in the Project Contract, during the cooperation period, the Company is responsible for the operation and maintenance of the sewage treatment plant. The County Government is responsible for the operation and maintenance of the remaining (sewage treatment plant, sewage pipe network and roads). During the cooperation period, the County Government pays the feasibility gap subsidies and the sewage treatment fee. The annual feasibility gap subsidy is RMB22,932,217.

The cooperation period for the PPP Project will be 20 years from the effective date of the contract. Upon the expiry of the cooperation period, the Project Company shall transfer the PPP Project to the County Government or its designated organization at nil consideration as agreed in the Project Contract and ensure the good condition of project facilities and operation.

(4) Registered Capital

Pursuant to the Project Contract, the Company should establish the Project Company in Deqing County jointly with Deqing Qianlong Construction. Upon its establishment, the Project Company shall undertake all the rights and obligations under the Project Contract initiated by the Company.

The initial registered capital of the Project Company will be RMB60,000,000, among which, the Company and Deqing Qianlong Construction agree to contribute in currency RMB54,000,000 and RM6,000,000, respectively, representing 90% and 10% of their shareholding ratio, and the capital contribution shall be made within thirty days of the establishment of the Project Company.

(5) Profit Distribution

Deqing Qianlong Construction will not take part in the annual dividend distribution of the Project Company.

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INFORMATION OF THE COMPANY, THE COUNTY GOVERNMENT AND DEQING QIANLONG CONSTRUCTION

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.

The County Government is the People’s Government of Qianyuan Town, Deqing County, which is a local state administrative authority legally established and carried on in existence according to the PRC laws.

Deqing Qianlong Construction mainly engages in businesses including construction in villages and towns, infrastructure construction and management.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, the Country Government, Deqing Qianlong Construction and their respective ultimate beneficial owners are the third parties independent of the Company and its Connected Persons.

REASONS FOR ENTERING INTO PROJECT CONTRACT

Winning the bid for the Project fits the development strategies of the Company, and it will increase the revenue of the principal operation business of the Company in the future and expand our market share, which will have a positive impact on the future development of the Company.

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

LITING 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 Contract 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.

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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

• “Connected Person(s)” has the same meaning as ascribed to it under the Listing Rules

• “County Government” the People’s Government of Qianyuan Town, Deqing County

• “Deqing Qianlong Construction”

• Deqing Qianlong Construction Development Limited, a participating shareholder which intends to jointly establish the Project Company with the Company

• “Directors”

• the directors of the Company, including 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

• “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

• “PPP Project” or the “Project”

the PPP Project of Qianyuan sewage treatment plant in Deqing County to be implemented by the Company and the County Government under cooperation, which transfers the concession right under the existing project to the Project Company through the model of “Transfer-Operate-Transfer (TOT)” and the existing project is operated by the Project Company

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“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” the project company the Company and Deqing Qianlong Construction intend to establish “Project Contract” the project contract intended to be initiated by the Company with the County Government to establish the Project Company and implement the PPP Project.

• “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

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

• “%” 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.

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