Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2016

Nov 2, 2016

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

REVISED PROXY FORM FOR USE AT THE 2016 FIRST H SHAREHOLDERS’ CLASS MEETING

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The number of H Shares to which this revised proxy form relates [(Note][1)]

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I/We [(Note][2)]

of

being the registered holders of [(Note][1)] H shares (the “ Shares ”) of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”), is/are the shareholder(s) of the Company, and HEREBY APPOINT THE CHAIRMAN OF THE 2016 FIRST H SHAREHOLDERS’

[3)] CLASS MEETING or [(Note]

as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the 2016 first H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of the Company to be postponed to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC at 3:00 p.m. (or immediately after the 2016 first A shareholders’ class meeting of the Company to be held on the same date and at the same place) on 30 December 2016 (or at any adjournment thereof) and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS			FOR(Note 4)	AGAINST(Note 4)	ABSTENTION(Note 4)	ABSTENTION(Note 4)
	1.	To consider and approve the	proposal of the Non-public
		Issuance of A Shares by the	Company.
		1.1Class of shares to be issued and the nominal
		value
		1.2Method and time of issuance
		1.3Subscribers and method of subscription
		1.4Number of shares to be issued
		1.5Issue Price and pricing principle
		1.6Lock-up arrangement
		1.7Gross proceeds and use of proceeds
		1.8Listing application
		1.9Arrangement relating to the accumulated
		undistributed profits of the Company
		1.10Validity period of the resolution
	2.	To consider and approve the	plan of the	Non-Public
		Issuance of A Shares by the	Company.
	3.	To consider and approve the	feasibility report on the
		use of proceeds raised from the Non-Public Issuance of
		A Shares by the Company.
	4.	To consider and approve the	shareholders’ return plan
		for the coming three years (2016 - 2018) of the
		Company.
	5.	To consider and approve the	risk alert on		the	dilutive
		impact of the Non-public Issuance of A		Shares on the
		immediate returns and the relevant precautionary
		measures.
	6.	To consider and approve the	amendments		to the Articles
		of Association.

• Details of the resolutions are set out in the revised notice of H Shareholders’ Class Meeting dated 2 November 2016.

2016 Signature(s) [(Note][5)] :

Date:

Notes:

1. Please insert the number of H share of the Company (the “ H Shares ”) in the Company registered in your name(s) and to which this revised proxy form relates. If no such number is inserted, this revised proxy form will be deemed to relate to all H Shares registered in your name(s).

2. Please insert the full name(s) in Chinese and English and address(es) (as shown in the register of members of the Company) in block capital(s).

3. If any proxy other than the Chairman of the H Shareholders’ Class Meeting is preferred, strike out “the Chairman of the 2016 First H Shareholders’ Class Meeting or” and insert the name and the address of the proxy desired in the space provided. Each holder of H Shares of the Company is entitled to appoint one or more proxies to attend and vote at the H Shareholders’ Class Meeting. The proxy needs not be a holder of H Shares of the Company. Any alteration made to this revised proxy form must be signed by the person who signs it.

4. If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If you wish to abstain from voting on a resolution, tick in the box marked “Abstention”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the H Shareholders’ Class Meeting other than those referred to in the notice(s) convening the H Shareholders’ Class Meeting.

5. This revised proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.

6. In order to be valid, this revised proxy form and, if such revised proxy form 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 H Shareholders’ Class Meeting or any adjournments thereof.

7. A proxy, on behalf of the holder of H Shares of the Company, attending the H Shareholders’ Class Meeting shall bring along the revised proxy form duly completed and signed as well as the proof of identification of the proxy.

8. This revised proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 6; and the other copy shall be produced upon the H Shareholders’ Class Meeting by the proxy of the shareholder of the Company pursuant to Note 7.

9. Completion and delivery of this revised proxy form will not prelude you from attending and voting in person at the H Shareholders’ Class Meeting or any adjournment thereof should you so wish.

10. In the case of joint registered holders of any H Shares, any one of such persons may vote at the H Shareholders’ Class Meeting, either personally or by proxy, in respect of such H Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the H Shareholders’ Class Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such H Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

11. The proxy needs not be a holder of H Shares of the Company but must attend the H Shareholders’ Class Meeting in person to represent you.

12. H Shareholders who have lodged the proxy form despatched on 23 September 2016 (the “ Original Proxy Form ”) with the Company prior to the date of the revised notice of H Shareholders’ Class Meeting of the Company (i.e. 2 November 2016) should note that:

• (i) If no revised proxy form is lodged with the principal office of the Company in the PRC prior to the Closing Time, the Original Proxy Form(s) will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the H Shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the H Shareholders’ Class Meeting.

• (ii) If the revised proxy form is lodged with the principal office of the Company in the PRC prior to the Closing Time, the revised proxy form will revoke and supersede the relevant Original Proxy Form previously lodged by him or her. The revised proxy form will be treated as a valid form of proxy lodged by such H Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

• (iii) If the duly completed and signed revised proxy form is lodged with the principal office of the Company in the PRC after the Closing Time, the revised proxy form will be invalid. However, it will revoke the Original Proxy Form previously lodged by such H Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or the revised proxy form) will not be counted in any poll which will be taken on any proposed resolution.