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

May 25, 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.

==> 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)

CONNECTED TRANSCATION IN RELATION TO PROVISION OF ENTRUSTED LOAN TO HBGJTC

PROVISION OF ENTRUSTED LOAN

The Board hereby announces that on 25 May 2021, the Board considered and approved the Entrusted Loan in an aggregate amount of up to RMB20,000,000 (equivalent to approximately HK$24,200,000) to be provided by the Company (as principal) to HBGJTC (as borrower) through Agricultural Bank of China (as trustee) pursuant to the Entrusted Loan Agreement for a term of one year, which will be funded by the Company.

IMPLICATIONS OF THE LISTING RULES

As (1) HBGJTC is a non-wholly owned subsidiary of the Company; and (2) Tianjin Infrastructure Construction, the ultimate holding company of the Company, holds 40% equity interest in Hebei Guokong, which in turn holds 30% equity interest in HBGJTC, HBGJTC is considered as a connected subsidiary and a connected person of the Company under the Listing Rules. The provision of the Entrusted Loan constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more applicable percentage ratios in respect of the transactions contemplated under the Entrusted Loan Agreement exceed 0.1% but are less than 5%, the provision of the Entrusted Loan is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

1

PROVISION OF ENTRUSTED LOAN

The Board hereby announces that on 25 May 2021, the Board considered and approved the Entrusted Loan in an aggregate amount of up to RMB20,000,000 (equivalent to approximately HK$24,200,000) to be provided by the Company (as principal) to HBGJTC (as borrower) through Agricultural Bank of China (as trustee) pursuant to the Entrusted Loan Agreement for a term of one year, which will be funded by the Company.

The principal terms of the Entrusted Loan Agreement are summarized below:

Parties:	(a) the Company, as principal;
	(b) Agricultural Bank of China, as trustee; and
	(c) HBGJTC, as borrower.
Amount of	The Company (as principal) will provide Entrusted Loan in
Entrusted Loan:	an aggregate amount of up to RMB20,000,000 (equivalent to
	approximately HK$24,200,000) to HBGJTC (as borrower) through
	Agricultural Bank of China (as trustee) pursuant to the Entrusted Loan
	Agreement.
Interest rate of	The interest rate is determined according to the loan prime rate for
Entrusted Loan:	one-year loans published by the National Interbank Funding Center on
	the 20th day of each month on the day before the drawdown date of
	each loan plus 115 basis points (one basis point=0.01%). The interest
	rate of the loan is fixed for the term of the loan until the maturity date.
	Interests of the loan are settled on a quarterly basis on the 20th day of
	the last month of each quarter. HBGJTC shall pay interests on each
	interest settlement date.
Term of loan:	One year
Use of loan:	To replenish the liquid capital
Deferred repayment	If HBGJTC fails to repay the principal of the loan within the agreed
of principal:	period as set out the Entrusted Loan Agreement, the Company will
	charge a punitive interest at the agreed loan rate of the loan plus 50%
	on the overdue loan from the overdue date until the full repayment of
	principal and interest.
Early repayment:	HBGJTC may make early repayment. In case of early repayment,
	HBGJTC shall issue a written notice of early repayment to the
	Company, and interest shall be charged on the early repayment portion
	based on the actual borrowing period and the interest rate agreed in the
	Entrusted Loan Agreement.

2

REASONS FOR AND BENEFITS OF ENTERING INTO THE ENTRUSTED LOAN AGREEMENT

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 ”). 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), Tianjin Municipal Engineering Design & Research Institute (天津市市政工 程設計研究院), Shijiazhuang Gaocheng Construction Investment Co., Ltd. (石家莊市槁城區建設 投資有限公司) and Shijiazhuang Gaocheng Economic Development Zone Zhengtong Construction & Development Co., Ltd. (石家莊槁城經濟開發區政通建設開發有限公司) for the purpose of developing, operating and investing in the PPP Project and receiving fees for sewage treatment service during the concession period.

HBGJTC commenced commercial operation in October 2020, and due to the impact of the COVID-19 pandemic on the place where it operates, the collection of fees for sewage treatment service was insufficient and there was a shortfall in working capital. As such, HBGJTC proposed to apply for Entrusted Loan from the Company, and the Company will grant loans in batches based on the actual needs of HBGJTC.

The terms of the Entrusted Loan Agreement were determined after arm's length negotiations between the parties. In view of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Entrusted Loan Agreement and the provision of the Entrusted Loan were entered into in the ordinary course of business of the Group on normal commercial terms and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY, AGRICULTURAL BANK OF CHINA AND HBGJTC

The Company is principally engaged in the 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. Tianjin Infrastructure Construction is the ultimate controlling company of the Company and the sole shareholder of TMICL (the controlling Shareholder of the Company), holding 100% equity interest in TMICL.

Agricultural Bank of China is a PRC bank principally engaged in banking, finance and other financial related services. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Agricultural Bank of China and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

HBGJTC is a non-wholly-owned subsidiary of the Company and is established for the development, operation of and investment in the PPP Project. The business scope of HBGJTC is the operation and maintenance, operational management and technology research and development, technology consulting, technology promotion and technical services of sewage treatment, reclaimed water utilization and sludge disposal facilities; and the production, maintenance and sales of environmental protection equipment.

3

As of 31 December 2020, the audited total assets, net assets, liabilities, current assets and current liabilities of HBGJTC amounted to RMB298,460,000 (equivalent to approximately HK$361,136,600), RMB223,050,000 (equivalent to approximately HK$269,890,500), RMB75,410,000 (equivalent to approximately HK$91,246,100), RMB57,350,000 (equivalent to approximately HK$69,393,500) and RMB24,070,000 (equivalent to approximately HK$29,124,700), with a gearing ratio of 25.27%. As of 30 April 2021, the unaudited total assets, net assets, liabilities, current assets and current liabilities of HBGJTC amounted to RMB309,630,000 (equivalent to approximately HK$374,652,300), RMB235,450,000 (equivalent to approximately HK$284,894,500), RMB74,180,000 (equivalent to approximately HK$89,757,800), RMB71,900,000 (equivalent to approximately HK$86,999,000) and RMB2,690,000 (equivalent to approximately HK$3,254,900), with a gearing ratio of 23.96%.

IMPLICATIONS OF THE LISTING RULES

As (1) HBGJTC is a non-wholly owned subsidiary of the Company; and (2) Tianjin Infrastructure Construction, the ultimate holding company of the Company, holds 40% equity interest in Hebei Guokong, which in turn holds 30% equity interest in HBGJTC, HBGJTC is considered as a connected subsidiary and a connected person of the Company under the Listing Rules. The provision of the Entrusted Loan constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more applicable percentage ratios in respect of the transactions contemplated under the Entrusted Loan Agreement exceed 0.1% but are less than 5%, the provision of the Entrusted Loan is only subject to the reporting and announcement requirements and is exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

As the Directors, Mr. Liu Yujun, Mr. Si Xiaolong and Mr. Gu Wenhui, are connected with Tianjin Infrastructure Construction, Hebei Guokong and/or HBGJTC, they are considered as not being able to make any recommendation in relation to the Entrusted Loan and the Entrusted Loan Agreement to the Board independently. Therefore, they have abstained from voting in respect of the approval of the Entrusted Loan at the Board meeting.

DEFINITIONS

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

• “Agricultural Bank of China”

Agricultural Bank of China Limited, Tianjin Nankai branch

“Board”

the board of Directors of the Company

“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 same meaning as ascribed to it under the Listing Rules

4

“Director(s)”	the directors of the Company, including independent non-executive
	directors
“Entrusted Loan”	entrusted loan in an aggregate amount of up to RMB20,000,000
	(equivalent to approximately HK$24,200,000) to be provided by the
	Company (as principal) to HBGJTC (as borrower) through Agricultural
	Bank of China (as trustee) pursuant to the Entrusted Loan Agreement
“Entrusted Loan	Entrustment Loan Agreement to be entered into between the Company
Agreement”	(as principal), Agricultural Bank of China (as trustee) and HBGJTC (as
	borrower) in relation to the provision of the Entrusted Loan
“Group”	the Company and its subsidiaries
“HBGJTC”	Hebei Guojin Tianchuang Sewage Treatment Company Limited* (河
	北國津天創污水處理有限責任公司), a limited liability company
	established in the PRC and a non-wholly owned subsidiary of the
	Company, in which the Company directly holds 59% equity interest as
	at the date of this announcement
“Hebei Guokong”	Hebei Guokong Jincheng Environmental Control Co., Ltd.* (河北國控
	津城環境治理有限責任公司), a limited liability company established
	in the PRC and a connected person of the Company
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“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 by adopting the public-private partnership model
	(PPP model) through HBGJTC
“PRC”	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

5

“RMB” 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 “Tianjin Infrastructure Tianjin Infrastructure Construction and Investment Group Company Construction” 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

“TMICL” Tianjin Municipal Investment Company Limited* (天津市政投資 有限公司), the controlling Shareholder of the Company, holding approximately 50.14% equity interest in the Company “%” per cent

The following exchange rate is used for the purpose of this announcement: RMB1.00 = HK$1.21

By Order of the Board Liu Yujun Chairman

Tianjin, the PRC 25 May 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 non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

• For identification purpose only

6