Rego Interactive Co., Ltd - Governance Information 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 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 requirements on share repurchase of the Company Law of the People’s Republic of China and the Guidelines for the Articles of Association of Listed Companies issued by the CSRC and based on Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies and the actual situation of the Company, the Board proposes to amend the existing Articles of Association. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the Annual General Meeting by way of special resolution.

GENERAL

The Annual General Meeting 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 Annual General Meeting will be taken by poll.

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

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

Article 10

Original Article 10： The other senior management members referred in the Articles of Association shall mean the deputy general manager, the secretary to the Board of Directors, the chief accountant (the one who is in charge of finance), the chief economist and the chief engineer.

Article 10 The other senior management members referred in the Articles of after amendment： Association shall mean the deputy general manager, the secretary to the Board of Directors and the chief accountant (the one who is in charge of finance).

Article 30

Original Article 30:

The Company may, in accordance with the procedures set out in these Articles and with the approval of the relevant governing authority of the State, repurchase its issued and outstanding shares under the following circumstances:

(1) cancellation of shares for the purpose of reducing its capital;
(2) merger with other companies holding the shares of the Company;
(3) granting shares as awards to the employees of the Company;
(4) repurchase of shares made upon the request of its shareholders who disagree with resolutions passed at a general meeting in connection with a merger or division of the Company;
(5) other circumstances as permitted by laws and administrative regulations.

Article 30 after amendment:

(1) reducing its registered capital;
(2) merger with other companies holding the shares of the Company;
(3) granting shares under employee stock ownership plan or as share option incentives;
(4) repurchase of shares made upon the request of its shareholders who disagree with resolutions passed at a general meeting in connection with a merger or division of the Company;

(5) to use the shares for conversion into convertible corporate bonds issued by the Company;
(6) being deemed necessary by the company for the protection of the Company’s value and shareholders’ interest;
(7) other circumstances as permitted by laws and administrative regulations.

Article 31

Original Article 31:

The Company may repurchase shares in one of the following ways, with the approval of the relevant governing authority of the State:

(1) by making an offer to repurchase the shares to all of its shareholders on a pro rata basis;
(2) by repurchasing shares through public trading at the stock exchange;
(3) by repurchasing by way of a contractual agreement outside stock exchange.

Article 31 after The Company may repurchase its shares through public and centralized amendment: trading or other methods as permitted by laws and regulations and the CSRC.

When the Company repurchases its shares in the circumstances as set out in clauses (3), (5) and (6) of Article 30 of the Articles and Association, such repurchase shall be conducted by way of public and centralized trading.

Article 33

Original Article 33: When the Company repurchases its shares due to the reason under Articles 30(1) to 30(3), prior approval at the general meeting shall be obtained. The shares of the Company repurchased pursuant to Article 30(1) shall be cancelled within ten days from the date of repurchase; or pursuant to Article 30(2) or 30(4), it shall transfer or cancel them within 6 months.

The number of shares repurchased pursuant to Article 30(3) shall not exceed 5% of the total issued share capital of the Company. Such repurchase shall be funded by the profit after tax of the Company. The shares so repurchased shall be transferred to the employees within one year.

After repurchasing shares according to laws and any shares are to be cancelled, the Company shall register at the Company’s registration authority for change of registered capital. The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital.

Article 33 after amendment:

When the Company repurchases its shares in the circumstances as set out in Article 30(1) and Article 30(2), prior approval at the general meeting shall be obtained. When the Company repurchases its shares in the circumstances as set out in Article 30(3), Article 30(5) and Article 30(6), it may be resolved by more than two-thirds of directors present at a board meeting in accordance with the provisions of the Articles and Association or the authorization of the general meeting.

The shares of the Company repurchased pursuant to Article 30(1) shall be cancelled within ten days from the date of repurchase. In the event that the Company repurchases its shares in the circumstances as set forth in Article 30(2) or Article 30(4), the shares so acquired shall be transferred or cancelled within 6 months. In the event that the Company repurchases its shares in the circumstances as set forth in Article 30(3), Article 30(5) or Article 30(6), the shares in the Company held in aggregate by the Company shall not exceed 10% of the total number of the Company’s shares in issue and the shares so repurchased shall be transferred or cancelled within three years.

The repurchase of overseas listed foreign shares of the Company shall comply with the Hong Kong Listing Rules and other relevant regulations of the place of listing.

Article 63

Original Article 63:

The general meeting shall exercise the following functions and powers:

(1) to decide on the Company’s operational policies and investment plans;
(2) to elect and replace Directors and to decide on matters relating to the remuneration of Directors;
(3) to elect and replace supervisors assumed by individuals other than representatives of the employees and to decide on matters relating to the remuneration of supervisors;
(4) to examine and approve the reports of the Board of Directors;
(5) to examine and approve the reports of the Board of Supervisors;
(6) to examine and approve the Company’s proposed annual preliminary and final budgets;
(7) to examine and approve the Company’s profit distribution plans and loss recovery plans;
(8) to pass resolutions on the increase or decrease of the Company’s registered capital;

(9) to pass resolutions on matters such as merger, division, dissolution and liquidation or change of company form;
(10) to pass resolutions on the issuance of debentures by the Company;
(11) to pass resolutions on the appointment, dismissal and nonreappointment of the accounting firms of the Company;
(12) to amend these Articles;
(13) to consider motions raised by shareholders who separately or jointly represent 3% or more of the total shares of the Company;
(14) to consider and approve matters relating to guarantees under Article 64;
(15) to consider and approve purchase or disposal of significant assets with aggregate value of more than 30% of the last audited total assets of the Company within a year;
(16) to consider and approve matters in relation to the change of use of the raised fund;
(17) to consider and approve share incentive plans;
(18) to decide on other matters which, according to laws, administrative regulations and rules as well as these Articles, need to be approved by shareholders in general meetings.

Whereas the Rules Governing the Listing of Securities on the SEHK and other applicable laws, regulations and rules of Hong Kong have more stringent requirement, they shall be complied with.

Article 63 after amendment

The general meeting shall exercise the following functions and powers:

(1) to decide on the Company’s operational policies and investment plans;
(2) to elect and replace Directors and to decide on matters relating to the remuneration of Directors;
(3) to elect and replace supervisors assumed by individuals other than representatives of the employees and to decide on matters relating to the remuneration of supervisors;
(4) to examine and approve the reports of the Board of Directors;
(5) to examine and approve the reports of the Board of Supervisors;

(6) to examine and approve the Company’s proposed annual preliminary and final budgets;
(7) to examine and approve the Company’s profit distribution plans and loss recovery plans;
(8) to pass resolutions on the increase or decrease of the Company’s registered capital;
(9) to pass resolutions on matters such as merger, division, dissolution and liquidation or change of company form;
(10) to pass resolutions on the issuance of debentures by the Company;
(11) to pass resolutions on the appointment, dismissal and nonreappointment of the accounting firms of the Company;
(12) to amend these Articles;
(13) to consider motions raised by shareholders who separately or jointly represent 3% or more of the total shares of the Company;
(14) to consider and approve matters relating to guarantees under Article 64;
(15) to consider and approve purchase or disposal of significant assets with aggregate value of more than 30% of the latest audited total assets of the Company within a year;
(16) to consider and approve matters in relation to the change of use of the raised fund;
(17) to consider and approve employee stock ownership, share option incentive, and other medium- and long-term incentive plans;
(18) to decide on other matters which, according to laws, administrative regulations and rules as well as these Articles, need to be approved by shareholders in general meetings.

Whereas the Rules Governing the Listing of Securities on the SEHK and other applicable laws, regulations and rules of Hong Kong have more stringent requirement, they shall be complied with.

Article 67

Original Article 67:

When the Company convene a general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given 45 to 50 days before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. Shareholders who intend to attend the general meeting shall deliver a written reply to the Company 20 days before the date of meeting. Calculation of the notice period shall not include the date of notice and the date of the meeting.

In principle, the general meeting is held in the Company. The general meeting sets out the venue, and it’s an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regard as present. A voting right can only be exercised by one way from on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of internet voting and others means.

Article 67 after amendment:

When the Company convene a general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 20 business days before the date of meeting and when the Company convene an extraordinary general meeting, a notice in the form of announcement or other form (if necessary) provided by the Articles of Association shall be given not less than 15 business days before the date of meeting and inform the registered shareholders of the matters to be considered, the date and place of the meeting. The business day set out in the Articles of Association refers to any day on which the Hong Kong Stock Exchange is open for the business of dealing in securities. Calculation of the above commencement date and period shall not include the date of notice and the date of the meeting.

In principle, the general meeting is held in the Company. The general meeting sets out the venue, and it is an on site meeting. The Company shall provide convenience for shareholders to attend the general meeting by various means, including providing internet voting platform and other modern information technology means, as long as the general meeting is legal and valid. Shareholders who attend the general meeting by the aforementioned ways are regarded as present. A voting right can only choose one way of the voting of on-the-spot voting, internet voting or others means. The closing time of on site general meeting shall not be earlier than that of the internet voting and others means.

Article 70

Delete original The Company shall calculate the number of voting shares represented Article 70: by shareholders who intend to attend the general meeting based upon the written reply received 20 days before the date of the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting amounts to half or above of the total number of voting shares of the Company, the Company may convene a general meeting. Otherwise, the Company shall within 5 days give the shareholders further notice of the matters to be considered at the meeting as well as the date and venue of the meeting by way of a public announcement. The Company may convene a general meeting when such announcement is made.

Article 72

Original Article 72: Notice of a general meeting shall be served on each shareholder, (regardless whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council within 45 to 50 days before the date of meeting. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 72 Notice of a general meeting shall be served on each shareholder, after amendment: (regardless whether they are entitled to vote thereat) by a personal delivery or pre-paid mail or fax. The address or fax number of addressees shall refer to that in the register of members. As for holders of domestic shares, the notice of general meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities authority of the State Council 20 business days before the date of annual general meeting and 15 business days before the date of the extraordinary general meeting, respectively. Once it is published, all shareholders of domestic shares shall be deemed to have received the notice of the relevant general meeting.

Article 91

Original Article 91

The following matters shall be resolved by a special resolution at the general meeting:

(1) the increase or reduction its share capital and the issue of shares of any class, warrants and other similar securities;
(2) the issue of debentures of the Company;
(3) the division, merger, dissolution, liquidation or change of the form of the Company;
(4) amendment to the Articles of Association;
(5) the amount of significant assets purchased or disposed of within one year or the amount of guarantee exceed 30% of the total assets in the latest audited financial statements;
(6) share incentive scheme; and
(7) any other matters considered by the general meeting and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and shall be adopted by special resolutions.

Article 91 after amendment

The following matters shall be resolved by a special resolution at the general meeting:

(1) the increase or reduction its share capital and the issue of shares of any class, warrants and other similar securities;
(2) the issue of debentures of the Company;
(3) the division, merger, dissolution, liquidation or change of the form of the Company;
(4) amendment to the Articles of Association;
(5) the amount of significant assets purchased or disposed of within one year or the amount of guarantee exceed 30% of the total assets in the latest audited financial statements;
(6) employee stock ownership, share option incentive, and other medium- and long-term incentive schemes; and
(7) any other matters considered by the general meeting and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and shall be adopted by special resolutions.

Article 106

Original Article 106

A written notice of a class meeting shall be given within 45 to 50 days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty days before the date of the class meeting.

If the number of shares carrying voting rights at the class meeting represented by the shareholders who intend to attend the meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.

Article 106 after amendment:

A written notice of a class meeting in the form of announcement or other form (if necessary) as provided by the Articles of Association shall be given 20 business days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.

Article 112

Original Article 112：

The Board of Directors shall be responsible for the general meeting and shall exercise the following powers:

(1) responsible for convening general meeting and reporting its work to the general meeting;
(2) to implement resolutions approved at the general meeting;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the Company’s annual financial budget and final accounts;
(5) to formulate the Company’s plans of profit distribution and loss recovery;
(6) to formulate the plans of increasing or reducing the registered capital of the Company, issue of bonds or other securities and listing;

(7) to work out plans of substantial acquisition, repurchase of the Company’s shares or merger, division, dissolution or change of the form the Company;
(8) to decide on the establishment of the Company’s internal management structure;
(9) to appoint or dismiss the Company’s general managers, secretary to the Board; according to the nomination by the general manager, appoint or dismiss deputy general managers, chief accountants, chief economists, chief engineers and other senior management member of the Company and to decide on their remuneration and punishment;
(10) to formulate the Company’s basic management system;
(11) to formulate proposals for the amendments to the Company’s Articles of Association;
(12) to propose to the general meeting for appointment or replacement of accountant firm as the Company’s auditor;
(13) within the scope authorized by the general meeting, to decide on the Company’s external investment, acquisition and disposal of assets, charge of assets, external guarantee, entrusted financial management and connected transactions;
(14) to manage the disclosure of the Company’s information;
(15) to listen to the work report by the general manager of the Company and check on the work on the general manager;
(16) to make resolutions on matters which are beyond the scope of general meeting pursuant to relevant laws and regulations and the Articles of Associations;
(17) other powers conferred by the general meeting, laws, regulations and the Articles of Association.

Except for the resolution of the Board of Directors in items (6), (7), (11) of this article which shall be passed by more than two-third of all the Directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of Directors.

The Board of Director shall exercise the aforementioned power in accordance with the laws, regulations, Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the SEHK and other applicable provision in legislations, regulations and codes in Hong Kong.

The Company shall follow the Rules Governing the Listing of Securities on the SEHK, other applicable laws, rules and codes of Hong Kong provide more stringent requirements.

Article 112 after amendment：

The Board of Directors shall be responsible for the general meeting and shall exercise the following powers:

(1) responsible for convening general meeting and reporting its work to the general meeting;
(2) to implement resolutions approved at the general meeting;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the Company’s annual financial budget and final accounts;
(5) to formulate the Company’s plans of profit distribution and loss recovery;
(6) to formulate the plans of increasing or reducing the registered capital of the Company, issue of bonds or other securities and listing;
(7) to work out plans of substantial acquisition, repurchase of the Company’s shares or merger, division, dissolution or change of the form the Company;
(8) to decide on the establishment of the Company’s internal management structure;
(9) to appoint or dismiss the Company’s general managers, secretary to the Board; according to the nomination by the general manager, appoint or dismiss deputy general managers, chief accountants, and other senior management member of the Company and to decide on their remuneration and punishment;

(10) to formulate the Company’s basic management system;
(11) to formulate proposals for the amendments to the Company’s Articles of Association;
(12) to propose to the general meeting for appointment or replacement of accountant firm as the Company’s auditor;
(13) within the scope authorized by the general meeting, to decide on the Company’s external investment, acquisition and disposal of assets, charge of assets, external guarantee, entrusted financial management and connected transactions;
(14) to manage the disclosure of the Company’s information;
(15) to listen to the work report by the general manager of the Company and check on the work on the general manager;
(16) to make resolutions on matters which are beyond the scope of general meeting pursuant to relevant laws and regulations and the Articles of Associations;
(17) other powers conferred by the general meeting, laws, regulations and the Articles of Association.

The Company shall follow the Rules Governing the Listing of Securities on the SEHK, other applicable laws, rules and codes of Hong Kong provide more stringent requirements.

Article 141

Original Article 141:

The Company shall have one general manager, who shall be appointed or removed by the Board of Directors; the terms of office shall be three years which can be re-appointed.

The Company may have several deputy general managers, one chief accountant, one chief economist and one chief engineer to assist the work of the general manager, who shall be nominated by the general manager and appointed upon resolved by the Board of Directors.

The general manager, deputy general manager, chief accountant, chief economist and chief engineer are the members of senior management of the Company.

The persons who undertake the post other than Directors of the controlling shareholder and actual controller of the Company shall not be appointed as the senior management member of the Company.

Article 141 after amendment:

The Company shall have one general manager, who shall be appointed or removed by the Board of Directors; the terms of office shall be three years which can be re-appointed.

The Company may have several deputy general managers and one chief accountant to assist the work of the general manager, who shall be nominated by the general manager and appointed upon resolved by the Board of Directors.

The general manager, deputy general manager, chief accountant and secretary of the Board are the members of senior management of the Company.

The persons who undertake the administrative post other than Directors of the controlling shareholder of the Company shall not be appointed as the senior management member of the Company.

Article 142

Original Article 142：

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 basic management systems;
(V) to formulate the Company’s basic rules and regulations;
(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 after amendment：

The Company shall establish a general manager office, the attendees of its meeting comprise of management members which are senior management members 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 and report to 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 basic management systems;
(V) to formulate the Company’s basic management systems;
(VI) to propose the appointment or dismissal of the Company’s deputy general manager and chief accountant to the Board of Directors;
(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.

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 Annual General Meeting by way of special resolution.

GENERAL

DEFINITIONS

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

“Annual General	the 2019 annual general meeting of the Company to be held on 13 May
Meeting”	2020 for the purposes of, among other things, seeking the Shareholders’
	approval for the amendments to the Articles of Association
“Articles of
Association”	the articles of association of the Company
“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
“Directors”	the directors of the Company, including the independent non-executive
	directors
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“CSRC”	China Securities Regulatory Commission
“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
26 March 2020

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.

AI assistant

Rego Interactive Co., Ltd Governance Information 2020

50588_rns_2020-03-26_0c6e0e65-0319-438d-8fba-4fc3f2fa126c.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

GENERAL

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 10

Article 30

Article 31

Article 33

Article 63

Article 67

Article 70

Article 72

Article 91

Article 106

Article 112

Article 141

Article 142

GENERAL

DEFINITIONS

AI assistant

Rego Interactive Co., Ltd — Governance Information 2020

50588_rns_2020-03-26_0c6e0e65-0319-438d-8fba-4fc3f2fa126c.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

GENERAL

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 10

Article 30

Article 31

Article 33

Article 63

Article 67

Article 70

Article 72

Article 91

Article 106

Article 112

Article 141

Article 142

GENERAL

DEFINITIONS

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Rego Interactive Co., Ltd Governance Information 2020