Rego Interactive Co., Ltd — Capital/Financing Update 2020

Nov 27, 2020

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 company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

(1) PROPOSED ISSUANCE OF GREEN CORPORATE BONDS; AND (2) PROPOSED ISSUANCE OF CORPORATE BONDS

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 27 November 2020 the Board considered and approved (i) the resolution on the application to the China Securities Regulatory Commission (the “ CSRC ”) and the Shanghai Stock Exchange (the “ SSE ”) for the registration and issuance of green corporate bonds in the total principal amount of not more than RMB2,000,000,000 for a term of not more than ten years (the “ Green Corporate Bonds ”); and (ii) the resolution on the application to the CSRC and the SSE for the registration and issuance of corporate bonds in the total principal amount of not more than RMB2,000,000,000 for a term of not more than ten years (the “ Corporate Bonds ”).

(1) PROPOSED ISSUANCE OF GREEN CORPORATE BONDS

The major terms of the proposed issuance of Green Corporate Bonds are as follows:

Issue Size: Principal amount of not more than RMB2,000,000,000 Term: Not more than 10 years (subject to flexible adjustment according to market and capital requirements) Interest rate: Adopt fixed rate, which shall be determined by bookbuilding Guarantee: No guarantee Credit rating: The credit rating of Green Corporate Bonds is expected to be AA+, and the credit rating of the issuer is expected to be AA+

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Use of Proceeds:

To be used for repaying the Company’s interest-bearing liabilities, replenishing working capital, project construction, acquisition capital and for other investable purposes (not less than 70% of the proceeds to be used for the Company’s business development in the green industry)

Source of funds for the repayment of principal and the payment of interests:

The Company’s stable operating income, future cash flow from operating activities and smooth financing channels

In accordance with the relevant laws and regulations of the People’s Republic of China (the “ PRC ”) and the Company’s Articles of Association (the “ Articles of Association ”), in order to complete the registration and issuance of the Green Corporate 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 Green Corporate 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 Corporate Bonds and amendments thereto, and to adjust the terms for issuance of the Green Corporate Bonds, including but not limited to the 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 all other relevant matters;

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

• (c) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Green Corporate Bonds, and the handling of 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 the issuance of the Green Corporate Bonds in accordance with the opinions of the regulatory authorities;

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

• (f) to handle other matters in relation to the issuance of the Green Corporate Bonds;

• (g) to specifically handle matters relating to the issuance of the Green Corporate Bonds and execution of relevant documents; and

• (h) the above authorization remains valid during the effective period of the registration approval of the Green Corporate Bonds.

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(2) PROPOSED ISSUANCE OF CORPORATE BONDS

The major terms of the proposed issuance of Corporate Bonds are as follows:

Issue Size: Principal amount of not more than RMB2,000,000,000 Term: Not more than 10 years (subject to flexible adjustment according to market and capital requirements) Interest rate: Adopt fixed rate, which shall be determined by bookbuilding

Guarantee: No guarantee Credit rating: The credit rating of Corporate Bonds is expected to be AA+, and the credit rating of the issuer is expected to be AA+

Use of Proceeds: To be used for repaying the Company’s interest-bearing liabilities, replenishing working capital, project construction, acquisition capital and for other investable purposes

Source of funds for the The Company’s stable operating income, future cash flow repayment of principal and from operating activities and smooth financing channels the payment of interests:

In accordance with the relevant laws and regulations of the PRC and the Articles of Association, in order to complete the registration and issuance of the Corporate 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 Corporate 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 Corporate Bonds and amendments thereto, and to adjust the terms for issuance of the Corporate Bonds, including but not limited to the 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 all other relevant matters ;

• (b) to engage underwriting agencies and other intermediary agencies in respect of the application for the issuance of the Corporate Bonds;

• (c) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Corporate Bonds, and the handling of 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 the issuance of the Corporate Bonds in accordance with the opinions of the regulatory authorities;

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

• (f) to handle other matters in relation to the issuance of the Corporate Bonds;

• (g) to specifically handle matters relating to the issuance of the Corporate Bonds and signing of relevant documents; and

• (h) the above authorization remains valid during the effective period of the registration approval of the Corporate Bonds.

REASONS AND BENEFITS FOR ISSUANCE OF THE GREEN CORPORATE BONDS AND CORPORATE BONDS

(1) THE COMPANY HAS RIGID DEMAND FOR FUNDS

According to the Company’s strategic planning and funding needs, the Company needs to make financing reserves in advance to ensure the normal operation of the capital chain of the Company from 2021 to 2022.

(2) MARKET UNCERTAINTIES 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, 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 Corporate Bonds and the Corporate Bonds as one of the financing methods of the Company in this year.

(3) OPTIMIZING DEBT STRUCTURE AND IMPROVING CORPORATE GOVERNANCE

The issuance of bonds can increase the cash flow of the Company and ease liquidity. At the same time, information in relation to the issuance of bonds 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.

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GENERAL

Pursuant to the relevant laws and regulations of the PRC and the Articles of Association, both the issuance of the Green Corporate Bonds and the Corporate Bonds are subject to the approval of the shareholders of the Company at the extraordinary general meeting by way of special resolutions and the registration of the CSRC and SSE. At the extraordinary general meeting, voting on the proposed special resolution(s) will be conducted by way of poll. A notice of the extraordinary general meeting will be despatched to the shareholders of the Company as soon as practicable.

BOARD RECOMMENDATION

The Directors consider that the proposed issuance of the Green Corporate Bonds and the Corporate Bonds is in the interests of the Company and the shareholders of the Company as a whole. Therefore, the Board recommends the shareholders to vote in favor of the special resolution(s) in relation to the proposed issuance of the Green Corporate Bonds and the Corporate Bonds at the extraordinary general meeting.

THE SHAREHOLDERS OF THE COMPANY AND POTENTIAL INVESTORS SHOULD NOTE THAT THE PROPOSED ISSUANCE OF THE GREEN CORPORATE BONDS AND THE CORPORATE BONDS 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 27 November 2020

As at the date of this announcement, the Board comprises three Executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; two Non-executive Directors: Mr. Gu Wenhui and Mr. Si Xiaolong; and three Independent Non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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