Rego Interactive Co., Ltd — Capital/Financing Update 2021

Sep 3, 2021

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)

(1) EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RELATION TO THE 2020 NON-PUBLIC ISSUANCE OF A SHARES; AND

(2) EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATION GRANTED TO THE BOARD AND ITS AUTHORIZED REPRESENTATIVE(S) TO HANDLE ALL MATTERS RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES AT THE GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

Reference is made to the announcement and the overseas regulatory announcements of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) dated 13 July 2020, the circular dated 21 August 2020 (the “ Circular ”), the announcement on the resolutions passed at the 2020 first extraordinary general meeting, the 2020 first H Shareholders’ class meeting and the 2020 first A Shareholders’ class meeting dated 7 September 2020, the announcements dated 28 August 2020, 29 September 2020 and 30 October 2020, the overseas regulatory announcements dated 17 November 2020 and 28 January 2021, the inside information announcement dated 28 January 2021, the inside information announcement dated 30 March 2021 and the announcement dated 2 July 2021 (collectively, the “ Announcements ”). Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Circular and the Announcements.

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• I. Extension of the Validity Period of the Resolution in relation to the 2020 Non-public Issuance of A Shares and Extension of the Validity Period of the Authorization Granted to the Board and Its Authorized Representative(s) to Handle All Matters relating to the Non-public Issuance of A Shares at the General Meeting of Shareholders of the Company

The resolutions in relation to the Non-public Issuance of A Shares were considered and approved at the 32nd meeting of the eighth session of the Board held on 13 July 2020, and were considered and approved by the Independent Shareholders at the EGM and the Class Meetings held on 7 September 2020 to approve, among other things, (1) the Proposed Non-public Issuance of A Shares; (2) connected transaction in relation to the proposed subscription of A Shares by the controlling shareholder; (3) the Proposed Introduction of the Strategic Investor Subscription; and (4) the Specific Mandate. As disclosed in the Circular:

• (i) The Company proposed to issue 323,741,007 A Shares (inclusive) at the Issue Price to 3 specific target investors (i.e. TMICL, Yangtze Ecology and Three Gorges Capital), and it is expected that the gross proceeds to be raised from the Non-public Issuance of A Shares will not exceed RMB1.8 billion (inclusive);

• (ii) The resolution in relation to the Non-public Issuance of A Shares (the “ Shareholders’ Resolution ”) shall be valid for 12 months from the date of approvals at the EGM and the Class Meetings held on 7 September 2020; and

• (iii) The authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares (the “ Authorization ”) shall be valid for 12 months from the date of approval at the EGM held on 7 September 2020.

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Under the Authorization, the Company held the 47th meeting of the eighth session of the Board on 30 March 2021 to consider and approve the relevant resolutions in relation to the adjustments to the Plan of the Proposed Non-public Issuance of A Shares and the adjustments to the Proposed Introduction of the Strategic Investor Subscription. According to the relevant resolutions above, Three Gorges Capital will no longer participate in the Non-public Issuance of A Shares, and Yangtze Ecology and TMICL will continue to participate in the Non-public Issuance of A Shares, and the gross proceeds to be raised from the Non-public Issuance of A Shares is adjusted to a total amount of up to RMB1.2 billion (inclusive). As disclosed in the Circular, the Issue Price and the number of Shares to be issued under the Non-public Issuance of A Shares shall be adjusted accordingly in the event of ex-rights or ex-dividends matters such as distribution of dividend, bonus issuance and conversion of capital reserve into share capital of the Company during the period from the Price Determination Date to the date of the issuance. As the implementation of the 2020 Equity Distribution of the Company has been completed, the issue price and quantity of A Shares under the Non-public Issuance of A Shares has to be adjusted as follows: the issue price of the Non-public Issuance of A Shares is adjusted from RMB5.56 per share to RMB5.44 per share; and the number of shares to be issued under the Non-public Issuance of A Shares is adjusted from no more than 215,827,338 shares to not more than 220,588,234 shares (the “ Adjusted Non-public Issuance of A Shares ”). For details of the aforesaid adjustments, please refer to the inside information announcement of the Company dated 30 March 2021 and the announcement of the Company dated 2 July 2021.

Given that the validity period of the Shareholders’ Resolution and the Authorization will expire on 7 September 2021, in order to ensure the successful implementation of the Nonpublic Issuance of A Shares, the Board proposes:

• (i) to convene a new extraordinary general meeting (the “ New EGM ”), a new A Shareholders’ class meeting and a new H Shareholders’ class meeting (collectively, the “ New Class Meetings ”) to seek the consideration and discretionary approval from the Independent Shareholders on the special resolution in relation to extension of the validity period of the resolution in relation to the 2020 Non-public Issuance of A Shares by 12 months (i.e. from 7 September 2021 to 7 September 2022); and

• (ii) to seek the consideration and discretionary approval from the Independent Shareholders on the special resolution in relation to extension of the validity period of the authorization granted to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares at the New EGM

• ((i) and (ii) are collectively referred to as the “ Extension Resolutions ”).

Save as disclosed above, all other terms related to (1) the Adjusted Non-public Issuance of A Shares; (2) the connected transaction in relation to the proposed subscription of A Shares by the controlling shareholder; and (3) the Proposed Introduction of the Strategic Investor Subscription remain unchanged and are in full force.

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II. Reasons for the Extension Resolutions

Although the CSRC accepted the application for the Non-public Issuance of A Shares on 29 September 2020, as at the date of this announcement, the Company has not received the approval of the CSRC, which is an unfulfilled condition precedent to the Non-public Issuance of A Shares. It is still uncertain whether such approval will be obtained from the CSRC before the expiry of the validity period of the Shareholders’ Resolution and the Authorization. In addition, after the Company obtains the approval from the CSRC, it is expected that it will take time for Company to deal with the administrative matters concerning the implementation of the Adjusted Non-public Issuance of A Shares. Based on the above reasons, the Directors are of the view that an extension of the validity period of the Shareholders’ Resolution and the Authorization by 12 months from 7 September 2021 to 7 September 2022 is in the best interests of the Company and the Shareholders as a whole.

III. Implications under the Listing Rules

As at the date of this announcement, TMICL directly holds 715,565,186 A Shares of the Company, representing approximately 50.14% of the Company’s total issued share capital. As such, TMICL is the controlling shareholder of the Company, and is therefore also a connected person of the Company. The Proposed TMICL Subscription under the Non-public Issuance of A shares constitutes a connected transaction of the Company, and the Company is therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Liu Yujun, an executive Director of the Company and Mr. Gu Wenhui and Mr. Si Xiaolong, non-executive Directors of the Company, are connected to Tianjin Investment Group and TMICL and are deemed to be unable to independently advise the Board on the matters relating to the Extension Resolutions. Therefore, they have abstained from voting on the matters relating to the Extension Resolutions at the relevant Board meeting. Save as aforesaid, no other Directors have material interests in the Extension Resolutions, and therefore no other Directors have abstained from voting on the relevant Board resolutions.

IV. The Independent Board Committee and the Independent Financial Adviser

An independent board committee (comprising all independent non-executive Directors) (the “ Independent Board Committee ”) has been established in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Extension Resolutions.

In this regard, the Company will appoint an independent financial adviser (the “ Independent Financial Adviser ”) to advise the Independent Board Committee and the Independent Shareholders on the Extension Resolutions.

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V. The New EGM and the New Class Meetings

The New EGM and the New Class Meetings will be convened to consider and, if thought fit, approve the Extension Resolutions. The Extension Resolutions will be proposed by way of special resolutions. TMICL, Tianjin Investment Group, its associates and persons involved in, the Adjusted Non-public Issuance of A Shares, Proposed TMICL Subscription and/or Specific Mandate or having material interest therein will be required to abstain from voting on the Extension Resolutions to be proposed at the New EGM and/or New Class Meetings. Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholders have a material interest in the Adjusted Non-public Issuance of A Shares, Proposed TMICL Subscription and/or Specific Mandate and therefore no other Shareholders are required to abstain from voting on the Extension Resolutions at the New EGM and/or the New Class Meetings.

As additional time is required to prepare the information contained in the circular, a circular containing, among others, (i) details of the Extension Resolutions; (ii) letter from the Independent Board Committee to the Independent Shareholders containing its recommendations on the Extension Resolutions; and (iii) letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its advice on the Extension Resolutions, is expected to be despatched to Shareholders on or before 28 September 2021. The notice of the New EGM and the new H Shareholders’ Class Meeting will be despatched to the Shareholders in due course.

The completion of the Adjusted Non-public Issuance of A Shares, the Proposed TMICL Subscription and the Proposed Introduction of the Strategic Investor Subscription is subject to fulfilment of certain conditions. Therefore, the Adjusted Non-public Issuance of A Shares, the Proposed TMICL Subscription and the Proposed Introduction of the Strategic Investor Subscription may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 3 September 2021

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 nonexecutive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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