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.

==> picture [50 x 50] intentionally omitted <==

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1065)

CONNECTED TRANSCATION

ANNOUNCEMENT IN RELATION TO GUARANTEES PROVIDED FOR LOANS TO HBGJTC

Reference is made to the announcement of the Company dated 11 March 2019 in relation to the establishment of joint venture (i.e. HBGJTC) to implement the PPP Project (the “ Announcement ”). In order to meet the funding requirements of the PPP Project, HBGJTC intends to obtain a loan of a principal amount of RMB508,000,000 from the Lender, which shall, at the request of the Lender, be secured by, among other things, the Guarantees.

The Board hereby announces that on 24 July 2019, the Board considered and approved the provision of Guarantee I by the Company in respect of the payment obligations of HBGJTC under the Loan Agreement, in proportion to the Company’s equity interest of 59% in HBGJTC. At the same time, Hebei Guokong will enter into a guarantee agreement with the Lender to provide Guarantee II in respect of the payment obligations of HBGJTC under the Loan Agreement, in proportion to Hebei Guokong’s equity interest of 30% in HBGJTC.

As Hebei Guokong is held as to 40% by Tianjin Infrastructure Construction, the ultimate holding company of the Company, Hebei Guokong is considered as an associate of Tianjin Infrastructure Construction, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. The provision of Guarantee II by Hebei Guokong in respect of the payment obligations of HBGJTC under the Loan Agreement constitutes a connected transaction of the Company under the Listing Rules. The Guarantees are required to be aggregated pursuant to Rule 14A.81 of the Listing Rules. As the applicable percentage ratios in respect of the Guarantees are above 0.1% but less than 5%, Guarantee II is subject only to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

— 1 —

Furthermore, since Hebei Guokong (a connected person of the Company) holds 30% equity interest in HBGJTC, HBGJTC is regarded as a connected subsidiary of the Company. The provision of Guarantee I by the Company in respect of payment obligations of HBGJTC under the Loan Agreement constitutes a connected transaction of the Company under the Listing Rules. However, as Guarantee I will be provided on a several basis in proportion to the equity interest held by Company in HBGJTC and on normal commercial terms, the Guarantee I is fully exempt from the reporting, announcement and shareholders’ approval requirements under Rule 14A.89 of the Listing Rules.

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 Guarantee I and the Guarantees (as defined in the announcement on the Guarantees for Project Companies’ Financing dated 24 July 2019)) which accounts for 68.01% of the latest audited net assets of the Company. According to the articles of association of the Company, the Guarantee I 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 other matters, the Guarantee I 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 Guarantee I. A circular containing, amongst others, (i) details about the provision of the Guarantee I in relation to the loan of HBGTJC and (ii) the notice of general meeting of the Company will be despatched to the shareholders of the Company in due course.

INTRODUCTION

Reference is made to the announcement of the Company dated 11 March 2019 in relation to the establishment of joint venture (i.e. HBGJTC) to implement the PPP Project (the “ Announcement ”). In order to meet the funding requirements of the PPP Project, HBGJTC intends to obtain a loan of a principal amount of RMB508,000,000 from the Lender, which shall, at the request of the Lender, be secured by, among other things, the Guarantees.

GUARANTEE I

The Board hereby announces that on 24 July 2019, the Board considered and approved the provision of Guarantee I by the Company in respect of the payment obligations of HBGJTC under the Loan Agreement, in proportion to the Company’s equity interest of 59% in HBGJTC. The Company will enter into a guarantee agreement with the Lender in relation to Guarantee I.

— 2 —

The salient terms of the Guarantee I are summarised as follows:

Scope and amount of The loan principal of not exceeding RMB299,720,000, the guarantee: as well as the interest, penalty interest, liquidated damages and other related fees payable by HBGJTC under the Loan Agreement

Manner of the The Company will assume joint guarantee liability guarantee: (under the PRC laws) for the amounts within the scope of the Guarantee I. Counter-guarantee HBGJTC will provide a counter-guarantee in favour of the Company with the part of right of charges and proceeds from the PPP Project, proportionate to the percentage of guarantee provided by the Company in respect of the loan under the Loan Agreement

GUARANTEE II

At the same time, Hebei Guokong will enter into a guarantee agreement with the Lender to provide Guarantee II in respect of the payment obligations of HBGJTC under the Loan Agreement, in proportion to Hebei Guokong’s equity interest of 30% in HBGJTC.

The salient terms of the Guarantee II are summarised as follows:

Scope and amount of The loan principal of not exceeding RMB152,400,000, the guarantee: as well as the interest, penalty interest, liquidated damages and other related fees payable by HBGJTC under the Loan Agreement Manner of the Hebei Guokong will assume joint guarantee liability guarantee: (under the PRC laws) for the amounts within the scope of the Guarantee II. Counter-guarantee HBGJTC will provide a counter-guarantee in favour of Hebei Guokong with the part of right of charges and proceeds from the PPP Project, proportionate to the percentage of guarantee provided by Hebei Guokong in respect of the loan under the Loan Agreement

— 3 —

THE REASONS FOR AND BENEFITS OF THE GUARANTEES

As disclosed in the Announcement, HBGJTC was established by the Company, Hebei Guokong, China Construction Third Bureau No. 3 Construction Engineering Co., Ltd. (中建三局第三建設工程有限責任公司) and Tianjin Municipal Engineering Design & Research Institute (天津市市政工程設計研究院) for the purpose of developing, operating and investing in the PPP Project. To meet the funding requirements of the PPP Project, HBGJTC intends to obtain a loan of a principal amount of 508,000,000 from the Lender, which shall, at the request of the Lender, be secured by, among other things, the Guarantees.

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

INFORMATION ON THE COMPANY, HBGJTC, HEBEI GUOKONG AND THE LENDER

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.

HBGJTC is a non-wholly-owned subsidiary of the company and is established for the development, operation of and investment in the PPP Project.

Hebei Guokong is principally engaged in air pollution control, sewage treatment, disposal and treatment of solid waste, soil remediation, environmental monitoring, design and construction of environmental projects, research and development and technical consultation of clean energy and environmental technology, development and sale of environmental equipment.

The Lender is the financial institution intended to enter into the Loan Agreement with HBGJTC. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Lender and its ultimate beneficial owners are expected to be third parties independent of the Company and its connected persons.

— 4 —

LISTING RULES IMPLICATIONS

As Hebei Guokong is held as to 40% by Tianjin Infrastructure Construction, the ultimate holding company of the Company, Hebei Guokong is considered as an associate of Tianjin Infrastructure Construction, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. The provision of Guarantee II by Hebei Guokong in respect of the payment obligations of HBGJTC under the Loan Agreement constitutes a connected transaction of the Company under the Listing Rules. The Guarantees are required to be aggregated pursuant to Rule 14A.81 of the Listing Rules. As the applicable percentage ratios in respect of the Guarantees are above 0.1% but less than 5%, Guarantee II is subject only to the reporting and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Furthermore, since Hebei Guokong (a connected person of the Company) holds 30% equity interest in HBGJTC, HBGJTC is regarded as a connected subsidiary of the Company. The provision of Guarantee I by the Company in respect of the payment obligations of HBGJTC under the Loan Agreement constitute a connected transaction of the Company under the Listing Rules. However, as Guarantee I will provided on a several basis in proportion to the equity interest held by Company in HBGJTC and on normal commercial terms, the Guarantee I is fully exempt from the reporting, announcement and shareholders’ approval requirements under Rule 14A.89 of the Listing Rules.

As Mr. Liu Yujun, Mr. Yu Zhongpeng, Mr. Han Wei and Mr. Si Xiaolong, the Directors, are connected with Tianjin Infrastructure Construction or Hebei Guokong, they are considered as not being able to make any recommendation in relation to the Guarantees to the Board independently. Therefore, they have abstained from voting in respect of the approval of the Guarantees at the Board meeting.

The decision-making procedures for the Company’s performance of Guarantee I

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 Guarantee I and the Guarantees (as defined in the announcement on the Guarantees for Project Companies’ Financing dated 24 July 2019)) which accounts for 68.01% of the latest audited net assets of the Company. According to the articles of association of the Company, the Guarantee I 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

— 5 —

Company to approve, among other matters, the Guarantee I 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 Guarantee I.

DEFINITIONS

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

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

• “Director(s)” director(s) of the Company, including the independent non-executive Director(s)

• “Group” the Company and its subsidiaries

• “Guarantee I” the guarantee contemplated to be provided by the Company (as guarantor) in respect of the loan principal of RMB299,720,000 under the Loan Agreement in favour of the Lender

• “Guarantee II” the guarantee contemplated to be provided by Hebei Guokong (as guarantor) in respect of the loan principal of RMB152,400,000 under the Loan Agreement in favour of the Lender

• “Guarantees” the Guarantee I and the Guarantee II

• “HBGJTC” Hebei Guojin Tianchuang Sewage Treatment Company Limited* (河北國津天創污水處理有限責任公司), a limited liability company established in the PRC and a non-wholly owned subsidiary of the Company

— 6 —

• “Hebei Guokong”

• Hebei Guokong Jincheng Environmental Control Co., Ltd.* (河北國控津城環境治理有限責任公司), a limited liability company established in the PRC and a connected person of the Company

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

• “Lender”

• the financial institution intended to enter into the Loan Agreement with HBGJTC

• “Loan Agreement” the loan agreement to be entered into by HBGJTC with the Lender in relation to a loan with a principal amount of RMB508,000,000

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

• “percentage ratio(s)” has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction

• “PPP Project”

• the PPP project for Comprehensive Improvement of Regional Water Environment in Gaocheng District of Shijiazhuang City in Hebei Province (河北省石家莊市 槁城區區域水環境綜合提升工程PPP項目) implemented by the Company, Hebei Guokong, China Construction Third Bureau No. 3 Construction Engineering Co., Ltd. (中建三局第三建設工程有限責任公司), Tianjin Municipal Engineering Design & Research Institute* (天津市市政工程設計研究院) and Hebei Gaocheng Economic Committee through HBGJTC by adopting the public-private partnership model (PPP model)

• “PRC”

• “RMB”

• 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 Renminbi, the lawful currency of the PRC

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

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

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

— 7 —

“Tianjin Infrastructure Tianjin Infrastructure Construction and Investment Construction” Group Company Limited* (天津城市基礎設施建設投資 集團有限公司), the ultimate controlling Shareholder of the Company and the sole shareholder of TMICL, holding 100% equity interest in 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

“TMICL” Tianjin Company, Company “%” per cent

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

— 8 —