Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2008

Sep 23, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Capital Environmental Protection Company Limited, you should at once hand this circular to the purchaser or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

An amended and supplemental notice of the second extraordinary general meeting 2008 (the “ EGM ”) of Tianjin Capital Environmental Protection Company Limited (the “ Company ”) to be held at 10:30 a.m. on 9 October 2008 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) is set out on pages 5 to 7 of this circular.

An amended and supplemental form of proxy for use in connection with at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM or any adjournments thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournments thereof should you so wish.

23 September 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Amended and Supplemental Notice of
the Second Extraordinary General Meeting 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Proposed Amendment to the Articles of Association . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the content requires otherwise:

“Articles of Association” the articles of association of the Company; “A Shares” renminbi-denominated domestic shares of nominal value of RMB1.00 each in the ordinary share capital of the Company; “Board” the board of Directors of the Company; “Company” Tianjin Capital Environmental Protection 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; “EGM” the second extraordinary general meeting 2008 of the Company to be held at 10:30 a.m. on 9 October 2008 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC; “H Shares” overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “PRC” the People’s Republic of China; “Shareholders” shareholders of the Company, including holders of A Shares and H Shares; “Stock Exchange” the Stock Exchange of Hong Kong Limited; and “TMICL” Tianjin Municipal Investment Company Limited, the controlling shareholder of the Company.

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LETTER FROM THE BOARD

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

(Stock Code: 1065)

Executive Directors: Ms. Ma Baiyu (Chairman) Mr. Gu Qifeng (Vice Chairman) Mr. An Pindong Mr. Wang Zhanying Mr. Tan Zhaofu Ms. Fu Yana

Registered address: No. 45 Guizhou Road Heping District Tianjin, the PRC Postal Code: 300051

Independent non-executive Directors:

Mr. Ko Poming Mr. Xie Rong Mr. Di Xiaofeng

23 September 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Pursuant to the spirit of the relevant documents issued by China Securities Regulatory Commission and Tianjin Securities Regulatory Bureau regarding the establishment of a long-term effective system by listed companies and the firm containment on the issue of “settling debts first but incurring debts later”, Article 59 of the Articles of Association was proposed by TMICL to be amended and to be submitted to the EGM for consideration.

The purpose of this circular is to provide you with details of the proposed amendment to Article 59 of the Articles of Association.

A special resolution will be proposed at the EGM to amend Article 59 of the Articles of Association. The unofficial English translation of the proposed amendment to Article 59 of the Articles of Association is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the proposed amendment to Article 59 of the Articles of Association is fair and reasonable so far as the Shareholders are concerned and are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the above special resolution at the EGM.

EGM

According to Article 69 of the Articles of Association, Shareholder(s) alone or in aggregate holding 3% or more of the total number of the Company’s Shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by furnishing the same to the convenor in writing. The convenor shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion. Save as provided above, the convenor shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.

On 22 September 2008, the Company received a letter from TMICL (which currently holds 774,984,445 A Shares in the Company, representing approximately 54.30% of the Company’s total issued share capital) requesting for the inclusion of a special resolution at the EGM regarding the proposal for the amendment to Article 59 of the Articles of Association, for consideration and approval by the Shareholders. The Company has decided to submit the said proposed special resolution at the forthcoming EGM for consideration and approval.

The EGM will be held at 10:30 a.m. on 9 October 2008 at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, at which special resolutions will be proposed to seek approval of the Shareholders, among other things, for the amendment to the Articles of Association. At the EGM, votes of the Shareholders will be conducted by way of poll.

An amended and supplemental notice of the EGM is set out on pages 5 to 7 of this circular. An amended and supplemental proxy form is also enclosed with this circular.

Whether or not you intend to attend the EGM in person, you are requested to complete and return the enclosed amended and supplemental proxy form in accordance with the instructions printed thereon to the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM or any adjournments thereof. Completion and return of the amended and supplemental proxy form will not preclude you from attending and voting in person at the EGM or any adjournments thereof should you so wish.

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LETTER FROM THE BOARD

An announcement will be made by the Company following conclusion of the EGM to inform Shareholders of the results of the EGM.

Yours faithfully, For and on behalf of the Board Ma Baiyu Chairman

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AMENDED AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2008

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1065)

AMENDED AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2008

Reference is made to the “Announcement on the resolutions passed at the 22nd Meeting of the Fourth Board” (“ Announcement of the Board ”), “Announcement on the resolutions passed at the 9th Meeting of the Fourth Supervisory Committee” (“ Announcement of the Supervisory Committee ”) and “Circular in respect of the proposed amendment to the Articles of Association” (“ Circular ”) of Tianjin Capital Environmental Protection Company Limited (“ Company ”) all dated 23rd September 2008.

This notice is an amended and supplemental notice to the Notice dated 21st August 2008 (the “ Notice ”) of Second Extraordinary General Meeting (the “ EGM ”) to be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) on 9th October 2008 at 10:30 a.m..

According to Article 69 of the Articles of Association of the Company, shareholder(s) alone or in aggregate holding 3% or more of the total number of Company’s shares shall have the right to propose an ex tempore motion ten days prior to the general meeting by furnishing the same to the convenor in writing. The convenor shall issue a supplemental notice of general meeting within two days after receiving the proposed motion to announce the contents of the ex tempore motion. Save as provided above, the convenor shall not amend motions stated in or add new motions to the notice of general meeting after the same has been issued and announced.

On 22nd September 2008, the Company received a letter from Tianjin Municipal Investment Company Limited, the Company’s controlling shareholder currently holding 774,984,445 A Shares in the Company and representing approximately 54.30% of the Company’s total issued share capital, requesting for the inclusion of an ordinary resolution and a special resolution at the EGM regarding the resignation of Mr. Zhang Baoxiang as a supervisor of the Company and the proposal for the appointment of Mr. Li Yuqing as a supervisor of the Company’s Fourth Supervisory Committee (for details, please see the Announcement of the Supervisory Committee) and the proposal for the amendment to the Articles of Association of the Company (for details, please see the Announcement of the Board and the Circular) respectively, for consideration and approval by the shareholders of the Company. The Company has decided to submit the above proposed ordinary resolution and special resolution for consideration and approval at the EGM. In addition, the special resolution item (1) stated in the Notice will also be amended (for details, please see the Announcement of the Board).

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AMENDED AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2008

The following three resolutions will be considered at the EGM:

As special resolutions:

1. To consider the resolution regarding making an application for the issuance of short-term financing bills in the aggregate principal of not more than RMB1.1 billion.

For details in relation to the above resolution, please refer to the “Announcement on the resolutions passed at the 21st Meeting of the Fourth Board” of the Company dated 21st August 2008 and the Announcement of the Board.

1. To consider the resolution regarding the amendment to Article 59 of the Articles of Association of the Company.

For details in relation to the above resolution, please refer to the Announcement of the Board and the Circular.

As ordinary resolution:

1. To consider the resolution regarding the resignation of Mr. Zhang Baoxiang as a supervisor of the Company and the appointment of Mr. Li Yuqing as a supervisor of the Company’s Fourth Supervisory Committee.

For details in relation to the above resolution, please refer to the Announcement of the Supervisory Committee.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC 23rd September 2008

As at the date of this notice, the Board comprises executive Directors: Ms. Ma Baiyu, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Zhanying, Mr. Tan Zhaofu and Ms. Fu Yana and independent non-executive Directors: Mr. Ko Poming, Mr. Xie Rong and Mr. Di Xiaofeng.

Notes:

1. The holders of shares (the “ Shareholders ”) whose names appear on the register of members at 4:00 p.m. on 8th September 2008 will be entitled to attend the EGM. The holders of H shares of the Company (“ H Shares ”) are reminded that the register of members of the Company’s H Shares will be closed from 9th September 2008 to 9th October 2008, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Shares registrar and transfer office, Hong Kong

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AMENDED AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2008

Registrars Limited at Rooms 1712 -1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00pm on 8th September 2008. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares on 8th September 2008 or his/her proxy may attend the EGM by bringing his/her own identity card or passport.

1. Each Shareholder having the rights to attend and vote at the EGM is entitled to appoint in written form one or more than one proxies (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the EGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

2. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). In order to be valid, the form of proxy and, if such form of proxy is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM.

3. Shareholders who intend to attend the EGM should complete and return the completed and signed reply slip for attendance to the office of the secretary of the Board at the Company’s principal office address on or before 18th September 2008 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.

4. Shareholders or their proxies shall present proofs of their identities upon attending the EGM. Should a proxy be appointed, the proxy shall also present the form of proxy.

5. The EGM is expected to last for about half a day. The Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company:

TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381 Telephone: 86-22-23930128 Facsimile: 86-22-23930126

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APPENDIX I — PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

The English version of this Appendix is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Amendment to Article 59 of the Articles of Association is set out as follows:-

The following content will be added after the content of Article 59 of the Articles of Association:

“The Company shall establish a long-term effective system for preventing connected parties such as controlling shareholder and actual controller from misappropriating assets of the Company and establish the relevant system which shall be implemented after approval by the board of directors of the Company.

Directors, supervisors and senior management of the Company have the legal obligations to safeguard the capital and assets of the Company. If directors, supervisors and senior management of the Company assist and indulge the controlling shareholder, actual controller or its subsidiaries to misappropriate assets of the Company, the board of directors will impose penalties on the party directly responsible for this depending on the severity. For directors bearing serious responsibility, the board of directors may recommend to the general meeting to dismiss them from their directorship.”

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