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

Jul 16, 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 [375 x 50] intentionally omitted <==

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

(Stock Code: 1065)

(1) PROPOSED ISSUANCE OF THE GREEN SHORT-TERM FINANCING BONDS AND (2) PROPOSED ISSUANCE OF THE GREEN MEDIUM-TERM NOTES

Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) and all the directors (the “ Directors ”) of the board of Directors (the “ Board ”) of the Company warrant the truthfulness, accuracy and completeness of the contents in this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

The Board hereby announces that on 16 July 2019, the Board considered and approved (i) the resolution on the application to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of green short-term financing bonds in the total principal amount of not more than RMB1.0 billion for a term of one year (the “ Green Short-term Financing Bonds ”); and (ii) the resolution on the application to National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會) for the registration and issuance of the green medium-term notes in the total principal amount of not more than RMB1.0 billion for a term of no more than ten years (the “ Green Medium-term Notes ”).

1

(1) PROPOSED ISSUANCE OF THE GREEN SHORT-TERM FINANCING BONDS

The major terms of the proposed issuance of the Green Short-term Financing Bonds are as follows:

Issue Size: Principal amount of not more than RMB1,000,000,000 Term: One year Method of issuance: The Company’s plan to issue bonds in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions Interest rate: Interest rate of the bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest to be repaid in one lump sum upon the maturity date Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries) and replenishing their working capital Source of funds for the The Company’s operating income throughout the terms of the repayment of principal and bonds the payment of interests:

In accordance with the relevant laws and regulations of the People’s Republic of China (the “ PRC ”) and the Company’s articles of association, in order to complete the registration and issuance of the Green Short-term Financing Bonds of the Company in an efficient and orderly manner, the Board intends to propose to the Company’s general meeting to authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Short-term Financing Bonds, including but not limited to:

• (a) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Green Short-term Financing Bonds and amendments thereto, and to adjust the terms for issuance of the Green Short-term Financing Bonds, including but not limited to all matters relating to issuance size, number of tranches, time of issuance, term of the issuance, issue rate, way of underwriting, type of guarantee and use of proceeds and others;

• (b) to engage underwriting agencies and other intermediary agencies in respect of the application for the issuance of the Green Short-term Financing Bonds;

• (c) to be responsible for the revision, signing, execution and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Green Short-term Financing Bonds, and handling with the reporting and registration procedures thereof.

• (d) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustments to relevant matters such as the specific plan of application for the issuance of the Green Short-term Financing Bonds in accordance with the opinions of the regulatory authorities;

2

• (e) to fulfill the information disclosure obligations in a timely manner;

• (f) to handle other matters in relation to the issuance of the Green Short-term Financing Bonds;

• (g) to specifically handle matters relating to the issuance of the Green Short-term Financing Bonds and execution of relevant documents; and

• (h) the above authorization remains valid during the effective period of the registration notice of the Green Short-term Financing Bonds.

(2) PROPOSED ISSUANCE OF THE MEDIUM-TERM FINANCING NOTES

The major terms of the proposed issuance of the Green Medium-term Notes are as follows:

Issue Size: Principal amount of not more than RMB1,000,000,000 Term: Not exceeding 10 years Method of issuance: The Company’s plan to issue bonds in installments based on the capital needs and debt structure of the Company (including its subsidiaries) and capital market conditions Interest rate: Interest rate of the bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest is calculated on an annual basis with interest paid annually

Use of proceeds: To be used for repaying the corporate debts of the Company (including its subsidiaries), project construction and replenishing their working capital Source of funds for the The Company’s operating income throughout the terms of the repayment of principal and bonds the payment of interests:

In accordance with the relevant laws and regulations of the PRC and the Company’s articles of association, in order to complete the registration and issuance of the Green Medium-term Notes of the Company in an efficient and orderly manner, the Board intends to propose to the Company’s general meeting to authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Green Medium-term Notes, including but not limited to:

• (a) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Green Medium-term Notes of the Company and amendments thereto, and to adjust of the terms for the issuance of the Green Medium-term Notes, including but not limited to all matters relating to issuance size, number of tranches, time of issuance, term of the issuance, issue rate, way of underwriting, type of guarantee and use of proceeds and others;

• (b) to engage underwriting agencies and other intermediary agencies in respect of the application for the issuance of the Green Medium-term Notes;

3

• (c) to be responsible for the revision, signing, execution and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Green Medium-term Notes, and handle the reporting and registration procedures thereof;

• (d) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustments to relevant matters such as the specific plan of application for the issuance of the Green Medium-term Notes in accordance with the opinions of the regulatory authorities;

• (e) to fulfill the of information disclosure obligations in a timely manner;

• (f) to handle other matters related to the issuance of the Green Medium-term Notes;

• (g) to specifically handle matters relating to the issuance of the Green Medium-term Notes and execution of relevant documents; and

• (h) the above authorization remains valid during the effective period of the registration notice of the Green Medium-term Notes.

REASONS AND BENEFITS FOR ISSUANCE OF THE GREEN SHORT-TERM FINANCING BONDS AND THE GREEN MEDIUM-TERM NOTES

• (1) THE COMPANY HAS RIGID DEMAND FOR FUNDS

According to the Company’s strategic planning and funding needs, the Company made financing reserves in advance to ensure the normal operation of the capital chain of the Company from 2019 to 2020.

• (2) MARKET UNCENTAINTIES DRIVE THE COMPANY TO CONDUCT DIRECT FINANCING

Considering the current financial market and prevailing monetary policy, indirect financing will be affected by factors such as financing scale, capital position, interest rate hike cycle, floating interest rate, and strict financial regulation, and accordingly the financing results and financing cycle of the Company may be subject to certain uncertainties and the Company may be subject to higher financing costs and regulatory costs for financing. The uses of direct financing funds are more flexible, the scale of issuance is larger, and financing costs have certain advantages. Therefore, direct financing is an important financing method for the Company other than bank loans.

Based on the actual situation of the Company, after comparing and analyzing the direct financing instruments, the Company intends to determine the issuance of the Green Shortterm Financing Bonds and the Green Medium-term Notes as one of the financing methods of the Company in this year.

4

• (3) OPTIMIZING DEBT STRUCTURE AND IMPROVING CORPORATE GOVERNANCE

The issuance of debt financing instruments can increase the cash flow of the Company, ease liquidity, reduce the proportion of the Company’s loans from financial institutions, optimize financing structure, and diversified financing methods can further stabilize the financial structure of the Company. At the same time, information in relation to the issuance of debt financing instruments by the Company shall be disclosed to market investors on a regular basis, which will promote the improvement of corporate governance mechanisms, expand social influence, establish a good social image, and further enhance comprehensive competitiveness of the Company.

GENERAL

Pursuant to the relevant laws and regulations of the PRC and the articles of association of the Company, the issuance of the Green Short-term Financing Bonds and the Green Medium-term Notes is subject to the approval of the shareholders of the Company at the general meeting by way of special resolutions and the registration of the National Association of Financial Market Institutional Investors* (中國銀行間市場交易商協會). At the general meeting, voting on the proposed special resolution(s) will be conducted by way of poll. A notice of the general meeting will be despatched to the shareholders at the general meeting as soon as practicable.

BOARD RECOMMENDATION

The Directors consider that the proposed issuance of Green Short-term Financing Bonds and Green Medium-term Notes are in the interests of the Company and the shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the special resolution(s) in relation to the proposed issuance of Green Short-term Financing Bonds and Green Medium-term Notes at the AGM.

THE SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD NOTE THAT THE PROPOSED ISSUANCE OF THE GREEN SHORT-TERM FINANCING BONDS AND THE MEDIUM-TERM FINANCING NOTES MAY OR MAY NOT PROCEED, THEREFORE THEY SHOULD EXERCISE EXTREME CAUTION WHEN DEALING WITH OR INVESTING IN THE SHARES OF THE COMPANY.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 16 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

5