Rego Interactive Co., Ltd - Governance Information 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.

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

(Stock Code: 1065)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the latest revised “Rules on Corporate Governance of Listed Companies * 《上市公司治理準則》” issued by the CSRC and based on the actual situation of the Company, the Board proposes to amend the Articles of Association. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of special resolution.

GENERAL

The AGM will be convened for the purpose of, among other things, seeking for the Shareholders’ approval for the amendments to the Articles of Association. Votes at the AGM will be taken by poll.

A circular containing, among other things, details of the amendments to the Articles of Association, and a notice of the AGM will be dispatched to the Shareholders as soon as practicable.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

— 1 —

The proposed amendments to the Articles of Association are set out below:

Original Article 8

Original Article 8:

These Articles of Association shall be binding upon the Company and its shareholders, Directors, supervisors, general managers and other senior management members of the Company, who shall have right to make any claims and propositions regarding the Company’s affairs in accordance with the Articles of Association.

The Articles of Association shall be actionable by a shareholder against the Company and vice versa, by the Company against the Directors, supervisors, general manager and other senior management members of the Company, by shareholders against each other, by a shareholder against the Directors, supervisors, general manager and other senior management members of the Company.

The aforesaid actions include filing court proceeding and arbitration proceedings.

The Company shall insist on and strengthen the leadership of the Communist Party of China, and establish the grassroots organization of the Party and fully exert the functions of leading core and political core of the Party organization in accordance with the requirements of the Constitution of the Communist Party of China; the Party organization of the Company shall seriously implement the responsibility of strengthening party discipline, commence the establishment of a clean party, strengthen the establishment of leading team, talent team and party organization, innovate and advance the close combination of the establishment of the Party with the reform and development of the Company, lead the thinking and politics and mass organization, support the Shareholders’ meeting, the Board, the Supervisory Committee and the management to exercise their rights in accordance with the laws, and support the work of the staff representative meeting.

— 2 —

Article 8 of the amended Articles of Association:

The aforesaid actions include filing court proceeding and arbitration proceedings.

Original Article 80 Original Article 80:

The Board of Directors, independent non-executive Directors (“Independent Directors”) and shareholders that meet the relevant requirements may solicit voting rights from shareholders. No payment shall be made to the shareholders for such solicitation, and information shall be fully disclosed to the shareholders to be solicited. If they publicly solicit voting rights form shareholders of listed companies, they shall do it according to relevant implementation measures. The Company shall not impose any limitation related to minimum shareholding on the collection of voting rights.

Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

— 3 —

Article 80 of the amended Articles of Association:

The Board of Directors, independent non-executive Directors (“Independent Directors”) and shareholders that meet the relevant requirements may solicit voting rights from shareholders. No payment shall be made to the shareholders for such solicitation, and information shall be fully disclosed to the shareholders to be solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. If they publicly solicit voting rights form shareholders of listed companies, they shall do it according to relevant implementation measures. The Company and the conveners of the general meeting shall not impose any limitation related to minimum shareholding on the collection of voting rights.

Original Article 85

Original Article 85:

A shareholder (including his/her/its proxy) when voting at a general meeting, may exercise such voting rights as attached to the number of voting shares which he represents, in which case one vote is attached to each share. However, the Company’s shares held by the Company itself have no voting right and the shares are not calculated into the total number of voting shares at the meeting.

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail. Shareholders of the company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.

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Shareholders present at the meeting shall provide one of following comments on motions to be voted: For, against or abstain. Except for the securities registration and settlement institutions which, being the nominal holders of shares subject to the interconnection mechanism of the Mainland and Hong Kong stock market transactions, shall make declaration according to the intentions of actual holders.

Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

When voting at the election of Directors and supervisors, the general meeting may implement the cumulative voting system in accordance with the Articles of Association or the resolution of the general meeting. The system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

At the meeting where Directors and supervisors are elected, the secretary to the Board of Directors shall explain to the shareholders the specific contents and voting rules of the cumulative voting system and inform them of the number of voting rights of each share in such election.

In the execution of the cumulative voting system, the voting shareholders must write down all the Directors and supervisors they elect and write down the number of voting rights casted to each Director and supervisor. If a shareholder’s voting rights on the votes exceed the total number of his legitimate voting rights, such votes are invalid. If a shareholder’s voting rights used on the votes do not exceed the total number of his legitimate voting rights, the votes are valid.

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Except for the cumulative voting system, the general meeting will vote all motions one by one. If there are different motions on the same issue, the motion will be voted in chronological order according to the time they are proposed. Except for the reason of force majeure or other special reason causing the general meeting to be adjourned or no resolutions can be made, the general meeting will not shelve or refuse to vote the motions.

When the motions is being considered at the general meeting, no amendment to the motion shall be made, otherwise such amendment shall be considered as a new motion which cannot be voted in the general meeting of this time.

For any issue which shareholders shall abstain from voting or can only vote either in favor of or against pursuant to Rules Governing the Listing of Securities on the SEHK, the shareholders shall abstain from voting according to such regulations. Any votes in violation of the relevant regulations or restrictions casted by the shareholders or his/her/its proxy will not be calculated into the voting results.

Article 85 of the amended Articles of Association:

When voting at the election of Directors and supervisors, the general meeting implements the cumulative voting system.

The cumulative voting system means that when the Directors or supervisors are elected at the general meeting, each share held by shareholders has the same number of voting rights as the number of Directors and supervisor to be elected and the shareholder can vote by concentrating the number of shares held. The Board of Directors shall announce to the shareholders the personal particulars and basic information of the Director and supervisor candidates.

— 6 —

The specific implementation measures of cumulative voting system are as follows:

(I) Election of Directors: The Director candidates to be elected are divided into non-independent Directors and independent Directors and are voted respectively.

When voting at the election of non-independent Directors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of non-independent Directors to be elected, and the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected non-independent Directors by the number of votes received by the candidate(s) successively;

When voting at the election of independent Directors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of independent Directors to be elected, and the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected independent Directors by the number of votes received by the candidate(s) successively;

The number of concurring votes received by each elected Director shall be no less than (inclusive) half of the total number of voting shares held by the shareholders who attend the general meeting.

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(II) Election of Supervisors: When voting at the election of Supervisors, the number of votes available equals to the number of shares held by the individual shareholder multiplied by the number of Supervisors to be elected, the shareholders may cast the total votes concentratedly to one or several candidates to determine the elected Supervisors by the number of votes received by the candidates successively. The number of concurring votes received by each elected Supervisor shall be no less than (inclusive) half of the total number of voting shares held by the shareholders who attend the general meeting.
(III)If two or more Director or supervisor candidates receive the same number of voting rights and such number is the lowest among the Directors or supervisors being elected, and when the election of all such Directors or supervisors results in the number of Directors or supervisors exceeding the number that should be elected at that general meeting, the general meeting shall hold a re-election in respect of the above Director or supervisor candidates receiving the same number of voting rights pursuant to the above procedures, until the number of Directors or supervisors elected at the general meeting are the exact number that should be elected.
(IV)At the general meeting where Directors and supervisors are elected, the secretary to the Board of Directors shall explain to the shareholders the specific contents and voting rules of the cumulative voting system and inform them of the number of voting rights of each share in such election.

— 8 —

(V) In the execution of the cumulative voting system, the voting shareholders must write down all the names of Directors and supervisors they elect and write down the number of voting rights casted to each Director and supervisor. If a shareholder’s voting rights exercised on the votes exceed the total number of his legitimate voting rights, such votes are invalid. If a shareholder’s voting rights exercised on the votes do not exceed the total number of his legitimate voting rights, the votes are valid.

When only one Director or supervisor is to be elected, the cumulative voting system is not applicable; the notice of general meeting lists expressively whether the cumulative voting system is applied in the election of Directors or supervisors.

Add one new article following the original Article 85

Article 86 of the amended Articles of Association

When a vote is cast, it may be cast by only one of the following methods, in person, online or by other voting means. If one vote is cast by more than one method, the first vote shall prevail. Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.

— 9 —

Shareholders present at the meeting shall provide one of following comments on motions to be voted: for, against or abstain. Except for the securities registration and settlement institutions which, being the nominal holders of shares subject to the interconnection mechanism of the Mainland and Hong Kong stock market transactions, shall make declaration according to the intentions of actual holders.

Unfilled, wrongly filled or illegible votes are regarded as the voters giving up their voting rights and the voting results of their shares shall be “abstain”.

When the motion is being considered at the general meeting, no amendment to the motion shall be made, otherwise such amendment shall be considered as a new motion which cannot be voted at the general meeting of this time.

Original Article 108

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

— 10 —

The Board has established the audit committee, the nomination committee, the strategic committee and the remuneration and assessment committee. All the members of such special committees are Directors, among which, Independent Directors shall account for the majority in the audit committee, the nomination committee, the remuneration and assessment committee and act as the chairman of such committees.

Article 109 of the amended Articles of Association:

The Company shall have a Board of Directors, which consists of 9 Directors, one chairman and possibly one vice chairman.

The Board has established the audit committee, the nomination committee, the strategic committee and the remuneration and assessment committee. The committees shall be accountable to the Board of Directors and are authorized by the Articles of Association and the Board of Directors to perform their duties, and the motions proposed by such specific committees shall be submitted to the Board of Directors for consideration and resolution. All the members of such special committees are Directors, among which, Independent Directors shall account for the majority in the audit committee, the nomination committee, the remuneration and assessment committee and act as the chairmen of such committees, and the chairman of the audit committee shall be accounting professional.

Original Article 124

Original Article 124:

All the matters resolved at the Board meeting shall be recorded in the minutes of meeting. Directors and the note-taker shall sign on the minutes of meeting. The minutes of meeting shall be kept as the Company’s documents for not less than 10 years.

— 11 —

The minutes of Board meeting shall include following items: (I) the date, venue of the meeting and the name of convener of the meeting; (II) the name of Directors attended the meeting and the name of Directors (proxy) appointed by other Director to attend in the meeting; (III) the agenda; (IV) the main points of Director’s opinion (including any doubts or dissenting opinion expressed by the Directors); (V) the way of voting and result for each resolution (the voting result shall include the number of votes for, against or abstained).

The Directors shall be responsible for the resolutions passed at the Board meeting. If the decision of Board of Directors violates the laws, administrative regulations or the Articles of Association as well as the resolutions at the general meeting, which causes serious loss to the Company, the Directors involved in making such resolution shall be liable for damages; however, if it is proved by clearly stating on the minutes of Board meeting that the Director has objected to such resolution, such Director may be exempt from the liability.

Article 125 of the amended Articles of Association:

— 12 —

Upon the approval of the general meeting, the Company may purchase liability insurance for the Directors. The coverage of liability insurance is agreed by contract, except for the liabilities incurred by the violation of requirements of laws, regulations and the Articles of Association by the Directors.

Original Article 141

Original Article 141:

The general manager of the Company shall be accountable to the Board of Directors to perform the following duties:

(I) to be in charge of the Company’s production, operation and management and to organize the implementation of the resolutions of the Board of Directors;
(II) to organize the implementation of the Company’s annual business plan and investment plan;
(III)to draw up the planning of internal management organs setup of the Company;
(IV)to formulate plans for the establishment of the Company’s internal management structure;
(V) to formulate plans for the establishment of the Company’s basic management systems;

— 13 —

(VI)to propose the appointment or dismissal of the Company’s deputy general manager, assistance of the general manager, chief accountant, chief economist and the chief engineer;
(VII)to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(VIII)other powers conferred by the Articles of Association and the Board of Directors.

Article 142 of the amended Articles of Association:

The Company shall establish a general manager office, the attendees of its meeting comprise senior management members, secretary to the Board and general legal counsel. The general manager office shall be accountable to the Board of Directors. The general manager of the Company shall be the convener and chairman of such meetings and perform the following duties:

(I) to be in charge of the Company’s production, operation and management and to organize the implementation of the resolutions of the Board of Directors;
(II) to organize the implementation of the Company’s annual business plan and investment plan;
(III)to draw up the planning of internal management organs setup of the Company;
(IV)to formulate plans for the establishment of the Company’s internal management structure;
(V) to formulate plans for the establishment of the Company’s basic management systems;
(VI)to propose the appointment or dismissal of the Company’s deputy general manager, assistance of the general manager, chief accountant, chief economist and the chief engineer;

— 14 —

(VII)to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board of Directors;
(VIII)other powers conferred by the Articles of Association and the Board of Directors.

Original Article 142

Original Article 142:

The general manager shall formulate its detailed work plan, to be executed upon approval by the Board of Directors.

The detailed work plan of the general manager shall include the following:

(I) the condition, procedure and attendees of the general manager meeting;
(II) the respective job description and division of labor of general manager and other senior management members;
(III)the application of Company’s funds and assets; authority to sign the significant contracts and report to the Board of Directors and Board of supervisors;
(IV)other matters that the Board of Directors deems necessary.

Article 143 of the amended Articles of Association:

The Company shall formulate the rules of procedure of the general manager office meeting, to be executed upon approval by the Board of Directors. The rules of procedure of the general manager office meeting shall include the following:

(I) the condition, procedure and attendees of the general manager meeting;
(II) the respective job description and division of labor of general manager and other senior management members;

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(III)the application of Company’s funds and assets; authority to sign the significant contracts and report to the Board of Directors and Board of supervisors;
(IV)other matters that the Board of Directors deems necessary.

Original Article 152 Original Article 152:

The supervisors may be present at the Board meeting and make inquiries or suggestions to the agenda of the Board meeting.

The supervisors shall ensure the truth, accuracy and completeness of the information the Company disclosed.

The supervisors shall not make use of their connection relationship to impair the interests of the Company. The supervisors shall be liable for compensation for the loss caused to the Company.

Article 153 of the amended Articles of Association:

The supervisors may be present at the Board meeting and make inquiries or suggestions to the agenda of the Board meeting. The Board of Supervisors may require the Directors, senior management members, internal and external auditors to be present at the meeting of the Board of Supervisors and answer the questions concerned.

The supervisors shall ensure the truth, accuracy and completeness of the information the Company disclosed.

The supervisors shall not make use of their connection relationship to impair the interests of the Company. The supervisors shall be liable for compensation for the loss caused to the Company.

— 16 —

Add one new chapter “Chapter 16 Party Committee”

Article 160 of the amended Articles of Association

Article 161 of the amended Articles of Association

Article 162 of the amended Articles of Association

Article 163 of the amended Articles of Association

The Company shall establish a party committee which consists of 1 party committee secretary, 2 deputy secretaries and several members elected or appointed in accordance with the regulations of the Constitution of the Communist Party of China. Eligible members of party committee shall enter the Board of Directors, the Board of Supervisors and the management through statutory procedures and fully express the opinion of the party committee in policy making. The Company shall establish a commission for discipline inspection which consists of 1 secretary and several members to perform the duties of supervision, disciplinary enforcement and accountability.

In line with the principle of being efficient and effective, the party committee sets up party affairs departments separately, such as discipline inspection institutions, organizations, offices, etc., allocates and strengthens full-time party officials at a rate not less than 1% of the total number of employees, and implements equal remuneration for party members and administrative staff at the same level. The work and activity expenses of the party committee shall be no less than 1% of the total salaries of the employees in the previous year, incorporated into the annual financial budget of the Company, and included in the pre-tax expenditure from the management fee of the Company.

The party committee shall conduct research and discussion, and provide recommendations before the Board of Directors and the management making any significant decisions.

The party committee shall perform its duties pursuant to the Constitution of the Communist Party of China and other regulations of the Party.

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(I) To convey and implement the party’s and the state’s route, principles and policies, as well as the important decisions, instructions, deployment, and spirit of the meeting of higher party organizations; to study and formulate implementation opinions and concrete measures for implementation;
(II) The party committee shall take the lead and check the process of selection and appointment of personnel, and insist on the principle of management of cadres by the Communist Party and a combination of the selection of operations management by the Board and the right of the operations management to utilize talents in accordance with law;
(III)To study and discuss the reform, development and stability and substantial matters on operation and management of the Company as well as material issues relating to the interests of the staff, and provide advices and recommendations in this regard; to support the general meeting, Board meeting, meetings of the Board of Supervisors, and general manager office to perform their duties in accordance with laws and regulations and support the work of employee representative congress;
(IV)To take responsibility to comprehensively strengthen party self-discipline, to lead the Company’s ideological and political work, united front work, building of spiritual civilization, building of corporate culture and mass organization work such as Labor Union and the Communist Youth League, and to lead the construction of the Party’s honest administration and support the disciplinary inspection committee to earnestly perform its supervision duties;
(V) To handle other material matters that fall within the duty of the party committee.

— 18 —

Article 164 of the amended Articles of Association

The consideration on matters by the party committee is generally conducted in the manner of party committee meetings, the notice, convention and voting procedures thereof, should be executed in accordance with relevant regulations of the Party.

Add one new article following the original Article 184

Article 191 of the amended Articles of Association

Information disclosure obligators including controlling shareholders and actual controller of the Company should cooperate with the information disclosure work of the Company, timely inform the Company of material matters including variation in control, change in interest and connected relationship between the Company and other entities and individuals and its changes, response to queries from the Company and to ensure that the information provided is true, accurate and complete.

Add one new article following the original Article 202

Article 210 of the amended Articles of Association

The Company should establish a work mechanism to prevent legal risks and implement corporate legal advisor system to set up an office of general legal counsel in accordance with relevant state and local regulations.

The corporate legal advisor is responsible for handling legal affairs in relation to the operation and management of the Company, participating in material operational decision-making of the Company and to ensure the legality in decision-making.

For material issues such as division, merger, bankruptcy, dissolution and increase or decrease of registered capital which require reporting to relevant authorities for approval from the Company according to relevant requirements, the corporate legal advisor shall issue their legal opinions to analyze relevant legal risks and specify the legal obligations.

— 19 —

The original chapters, articles, serial numbers and cross-references will be renumbered and adjusted accordingly upon the proposed amendments to the above articles of the Articles of Association. The English versions of the proposed amendments to the Articles of Association are unofficial translation of their respective Chinese versions. In the event of any inconsistency, the Chinese versions shall prevail.

The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM by way of special resolution.

GENERAL

The AGM will be convened for the purpose of, among other things, seeking for the Shareholders’ approval for the amendments to the Articles of Association. Votes at the AGM will be taken by poll.

A circular containing, among other things, details of the amendments to the Articles of Association, and a notice of the AGM will be dispatched to the Shareholders as soon as practicable.

DEFINITIONS

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

“AGM” the 2018 annual general meeting of the Company to be held on 14 May 2019 for the purposes of, among other things, seeking the Shareholders’ approval for the amendments to the Articles of Association “Articles of the articles of association of the Company Association” “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 “CSRC” the China Securities Regulatory Commission “Directors” the directors of the Company, including the independent non-executive directors

— 20 —

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

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

“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

“Shareholder(s)” the shareholder(s) of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 March 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

— 21 —

AI assistant

Rego Interactive Co., Ltd Governance Information 2019

50588_rns_2019-03-27_6056b74b-e9ff-4e60-ae18-8be7aa3c6860.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

GENERAL

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 8

Original Article 85

Add one new article following the original Article 85

Original Article 108

Original Article 141

Original Article 142

Add one new chapter “Chapter 16 Party Committee”

Add one new article following the original Article 184

Add one new article following the original Article 202

GENERAL

DEFINITIONS

AI assistant

Rego Interactive Co., Ltd — Governance Information 2019

50588_rns_2019-03-27_6056b74b-e9ff-4e60-ae18-8be7aa3c6860.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

GENERAL

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article 8

Original Article 85

Add one new article following the original Article 85

Original Article 108

Original Article 141

Original Article 142

Add one new chapter “Chapter 16 Party Committee”

Add one new article following the original Article 184

Add one new article following the original Article 202

GENERAL

DEFINITIONS

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Rego Interactive Co., Ltd Governance Information 2019