Rego Interactive Co., Ltd — Capital/Financing Update 2019

Jul 25, 2019

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)

Announcement on the Guarantees for Project Companies’ Financing

The board of directors (the “ Board ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) and all the directors warrant that there are no false information, misleading statements or material omissions in this announcement, and accept joint and several responsibility for the truthfulness, accuracy and completeness of the contents contained in this announcement.

References are made to the announcements of the Company dated 30 January 2019 and 18 June 2019, respectively, in connection with the discloseable transactions of the Company under certain PPP projects, and the overseas regulatory announcement of the Company dated 25 February 2019 in connection with establishment of Hanshou Capital Water Co,. Ltd*（漢壽天創水務有限公司） (“ Hanshou Company ”) (the “ Announcements ”). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

The Board hereby announces that, according to the Board resolutions passed on 24 July 2019, the Company proposes to provide guarantees (the “ Guarantees ”) for debt financing amounting to approximately RMB789,046,400 in aggregate to the Company’s subsidiaries, namely Jieshou Company, Jiuquan Capital Water Company Limited*（酒泉創業水務有限公司） (“ Jiuquan Company ”) and Hanshou Company (collectively, the “ Project Companies ”).

The details of the Guarantees are as follows:

I. Reasons for entering into the Guarantees

The Project Companies have been established and the respective investments and construction for each Project Company have been made and commenced according to the relevant agreement for the PPP projects. In view of the requirement of each Project Company for investment in and financing of its projects, the Company proposes to provide the Guarantees for the Project Companies.

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Unit: RMB’0,000

II. Basic Information on the Guarantees

• Serial Financing Guaranteed no. Guaranteed party Project name amount amount Guaranteed percentage 1 Jieshou Company PPP Project for Sewage Treatment 34,106.64 34,106.64 100%, pro rata to the equity in Jieshou City (2nd Batch)* （界 interest of Jieshou Company 首市污水處理PPP項目（第二批）） indirectly owned by the Company

• 2 Jiuquan Company Construction of the First and 41,588.83 36,923 approximately 88.78%, pro Second Sewage Treatment Plants rata to the equity interest of in Suzhou District, Jiuquan City* Jiuquan Company directly

• （酒泉市肅州區第一、第二污水 owned by the Company 處理廠）

• 3 Hanshou Company Hanshou County Yuquan Water 10,500 7,875 75%, pro rata to the equity Factory* (漢壽縣沅泉大水廠) interest of Hanshou Company directly owned by the Company

• Total 86,195.47 78,904.64

The conclusive financing guarantees, guaranteed scopes, guaranteed amounts and guaranteed terms of the Guarantees to be provided by the Company for the Project Companies are subject to the final guarantee contracts to be signed between the parties thereto. Each Project Company shall provide to the Company the respective counter guarantee, which comprises rights to derive income and its revenue from its respective projects, not less than the guaranteed amount for such Project Company in order to reasonably safeguard the Company from risk taking.

III. Basic information on and financial conditions of the Project Companies

Jieshou Company

The Company indirectly owns 100% equity interest of Jieshou Company through its wholly-owned subsidiary, Fuyang Chuangye Water Co. Ltd* (阜陽創業水務有限公司). Jieshou Company was incorporated on 22 October 2015.

As at 31 December 2018, Jieshou Company’s total assets amounted to RMB499,513,100, with net assets, liabilities, operating income and net profit of RMB88,794,000, RMB410,719,000, RMB24,281,100 and RMB4,021,200, respectively. As at the end of December 2018, Jieshou Company’s gearing ratio was 82.22%.

As at 30 June 2019, Jieshou Company’s total assets amounted to RMB541,306,100, with net assets, liabilities, operating income and net profit of RMB241,238,300, RMB300,067,800, RMB21,736,400 and RMB6,262,100, respectively. As at the end of June 2019, Jieshou Company’s gearing ratio was 55.43%.

Jiuquan Company

The Company directly owns approximately 88.78% equity interest of Jiuquan Company Jinquan Company was incorporated on 9 July 2019. Accordingly, Jiuquan Company did not have financial statements as at 31 December 2018 and 30 June 2019.

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Hanshou Company

The Company directly owns 75% equity interest of Hanshou Company, which was incorporated on 2 April 2019.

As at 30 June 2019, Hanshou Company’s total assets amounted to RMB78,340,000, with net assets, liabilities, operating income and net profit of RMB45,000,000, RMB33,340,000, RMB0 and RMB0, respectively. As at 30 June 2019, Hanshou Company’s gearing ratio was 42.55%.

IV. The Company’s decision-making procedures for the Guarantees

It is expected that, as at the date of this announcement, the total guarantees to be provided by the Company for its subsidiaries’ debt financing amounted to RMB3,956,953,100 (including the Guarantees and the Guarantee I (as defined in the announcement of the Company dated 24 July 2019 in relation to guarantees provided for loans to HBGJTC)) which accounts for 68.01% of the latest audited net assets of the Company. According to the articles of association of the Company, the Guarantees shall be subject to the approval of shareholders at the general meeting of the Company, and as such, an ordinary resolution will be proposed at the general meeting of the Company to approve, among others, the Guarantees and to authorise the Board or the general manager of the Company to handle the relevant matters such as negotiation with financial institutions, specific implementation rules and risk control measures for the Guarantees. A circular containing, among others, (i) details about the provision of the Guarantees for the Project Companies’ financing and (ii) the notice of general meeting of the Company will be despatched to the shareholders of the Company in due course.

By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 24 July 2019

As at the date of this announcement, the Board comprises three executive directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive directors: Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong; and three independent non-executive directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purposes only

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