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

Apr 25, 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)

POSSIBLE MAJOR TRANSACTION TENDER SUBMISSION FOR THE XIAOCANGFANG PROJECT

SUBMISSION OF TENDER

The Board is pleased to announce that on 25 April 2018, the Company submitted the Tender to Hefei URCC through its designated tender agent, GPPMC, to bid for the Xiaocangfang Project and paid a refundable bid bond of RMB2,000,000 (equivalent to approximately HK$2,520,000) in accordance with the requirements under the tender announcement published by Hefei URCC.

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 Xiaocangfang Project and the Project-related Agreements including but not limited to an asset transfer agreement and a concession agreement, and will enter into the Project-related Agreements thereafter. The Project Company will then be solely established by the Company.

If the Company is unsuccessful with the bidding at the Tender, the bid bond of RMB2,000,000 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang Project. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of the approval of the bidding for the Xiaocangfang Project.

GENERAL

If the Company is successful with the bidding at the Tender and definite Project-related Agreements are subsequently entered 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 Xiaocangfang 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 25 April 2018, the Company submitted the Tender to Hefei URCC through its designated GPPMC, to bid for the Xiaocangfang Project and paid a refundable bid bond of RMB2,000,000 (equivalent to approximately HK$2,520,000) in accordance with the requirements under the tender announcement published by Hefei URCC.

The closing date of the tender for the Xiaocangfang Project is 25 April 2018. The Company will make an announcement on the result of the Tender when it is available.

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TENDER

Set out below is a summary of the Tender:

Submission date of the Tender

25 April 2018

Parties

• (a) The Company, as the tenderer;

• (b) Hefei URCC, as the tenderee; and

• (c) GPPMC, as the tender agent.

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

The Xiaocangfang Project

The Tender was submitted by the Company to bid for the Xiaocangfang Project, which involves the existing phases I and II works and the additional phase III works of the Xiaocangfang Sewage Water Treatment Plant, with sewage processing capacity of 100,000 m[3] per day and 200,000 m[3] per day, respectively. According to the tender announcement, the total investment amount of the Xiaocangfang Project will be approximately RMB1,439.2726 million including the constructed inventory assets of approximately RMB674.8372 million for phases I and II and the investment amount for construction of new items of approximately RMB764.4354 million for phase III. The Xiaocangfang Project will adopt the business model of “Transfer-Operate-Transfer (TOT)” for the constructed inventory assets in phases I and II and “Build-Operate-Transfer (BOT)” for construction of new items in phase III. The operation period for the Xiaocangfang Project will be 29 years including a construction period of 18 months for the phase III works.

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According to the tender announcement published by Hefei URCC, the Project Company will be established by the successful bidder for the open tender of the Xiaocangfang Project. The Project Company will purchase the constructed inventory assets for phases I and II of the Xiaocangfang Project, and invest in the construction of the phase III works of the Xiaocangfang Project, as well as will be granted the concession rights of the Xiaocangfang Project. During the concession period, the Project Company shall enjoy exclusive rights of investment, construction, operation, maintenance and 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 Xiaocangfang Project with normal operation capacity shall be transferred by the Project Company to Hefei URCC or other entities to be designated by the People’s Government of Hefei.

Expected total investment amount of the Xiaocangfang Project

According to the tender announcement, the transfer price of the constructed inventory assets for the Xiaocangfang Project will be approximately RMB674.8372 million, and the estimated investment amount for the construction of its phase III works will be approximately RMB764.4354 million. As such, the expected total investment amount of the Xiaocangfang Project will be approximately RMB1,439.2726 million.

Bid bond

As at the date of this announcement, the Company has paid a refundable bid bond of RMB2,000,000 (equivalent to approximately HK$2,520,000) for submitting the Tender, which will form part of the investment amount to be paid by the Company in the Xiaocangfang 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 RMB2,000,000 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 Xiaocangfang Project and the Project-related Agreements including but not limited to an asset transfer agreement and a concession agreement, and will enter into the Project-related Agreements thereafter.

FINANCIAL DATA OF THE SEWAGE WATER TREATMENT PLANT PHASES I AND II OF THE XIAOCANGFANG PROJECT

Since according to the tender announcement published by Hefei URCC, the transfer price of the sewage water treatment plant phases I and II of the Xiaocangfang Project is fixed, no operational information is included and no financial information thereof can be obtained through public sources, the required financial information under Rule 14.58(7) of the Listing Rules is not available.

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INFORMATION OF THE COMPANY, HEFEI URCC AND GPPMC

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.

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

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

REASONS FOR AND BENEFITS OF INVESTMENT IN THE XIAOCANGFANG 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang 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 Xiaocangfang Project.

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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 Xiaocangfang 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 Xiaocangfang Project. Accordingly, no extraordinary general meeting of the Company will be convened for the purpose of the approval of the bidding for the Xiaocangfang Project.

GENERAL

If the Company is successful with the bidding at the Tender and definite Project-related Agreements are subsequently entered into 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 Xiaocangfang 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 “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

“GPPMC” Anhui Government Procurement Project Management and Consultancy Company Limited* (安徽省政採項目 管理諮詢有限公司), a limited liability company incorporated in the PRC and the tender agent for the Xiaocangfang Project designated by Hefei URCC

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“Group” the Company and its subsidiaries

• “Heifei URCC” Hefei Urban And Rural Construction Commission* (合 肥市城鄉建設委員會), a government authority for the People’s Government of Hefei

• “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 to be established by the successful bidder for the open tender of the Xiaocangfang Project in accordance with the tender announcement published by Hefei URCC

• “Project-related agreements in relation to the Xiaocangfang Project to be Agreements” entered into between the Project Company and the entity(ies) designated by the People’s Government of Hefei, including but not limited to an asset transfer agreement and a concession 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

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“Tender” the tender submitted by the Company on 25 April 2018 to Hefei URCC for the Xiaocangfang Project “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 “Xiaocangfang Project” the phases I, II and III works of the Hefei Xiaocangfang Sewage Water Treatment Plant By Order of the Board Liu Yujun* Chairman Tianjin, the PRC 25 April 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; 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$1.26

• For identification purposes only

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