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

Sep 22, 2016

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

PROXY FORM FOR USE AT THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

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

I/We [(Note][2)] of

Tianjinbeing theCapitalregisteredEnvironmentalholders of [(Note] Protection [1)] Group Company Limited (theshares“ Company (the “ Shares ”), is/are”) ofthenominalshareholder(s)value of RMB1.00of the Company,each inandthe HEREBYcapital of APPOINT THE CHAIRMAN OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING or [(Note][3)] as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the 2016 second extraordinary general meeting (the “ EGM ”) of the Company 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 2:00 p.m. on 10 November 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. My/our proxy will also be entitled to vote on any matter properly put to the EGM in such manner as he/she thinks fit.

			RESOLUTIONS	RESOLUTIONS	RESOLUTIONS						FOR (Note 4)	FOR (Note 4)				AGAINST (Note 4)	AGAINST (Note 4)		ABSTENTION (Note 4)	ABSTENTION (Note 4)	ABSTENTION (Note 4)	ABSTENTION (Note 4)
			SPECIAL RESOLUTIONS
		1.	To consider and approve the proposal of the Non-public Issuance
			of A Shares by the Company.
			1.1 Class of shares to be issued and the nominal				value
			1.2 Method and time of issuance
			1.3 Subscribers and method of		subscription
			1.4 Number of shares to be issued
			1.5 Issue Price and pricing principle
			1.6 Lock-up arrangement
			1.7 Gross proceeds and use of		proceeds
			1.8 Listing application
			1.9 Arrangement relating to the accumulated undistributed
			profits of the Company
			1.10 Validity 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.
			ORDINARY RESOLUTIONS
		1.	To consider and approve the compliance with the			conditions of the
			Non-public Issuance of A Shares	by the Company.
		2.	To consider and approve the report on the status			of the use of
			proceeds of the previous fund raising by the Company.
		3.	To consider and approve the undertakings made by the controlling
			shareholder, the de facto controller, the Directors			and the senior
			management of the Company in relation to realistic
			implementation of the recovery measures for the			immediate
			returns.
		4.	To consider and approve the authorization to the			Board and its
			authorized representative(s) at the		shareholders’ meeting to handle
			all matters relating to the Non-public Issuance of			A Shares.
		5.	To consider and approve the management principles on the use of
			proceeds of the Company.

• Details of the resolutions are set out in the notice of EGM dated 23 September 2016.

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

Date:

Notes:

1. Please insert the number of shares (the “ Shares ”) in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all 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 EGM is preferred, strike out “the Chairman of the 2016 Second Extraordinary General Meeting or” and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the EGM. The proxy needs not be a member of the Company. Any alteration made to this 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 reolution, 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 EGM other than those referred to in the notice(s) convening the EGM.

5. This 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 proxy form and, if such 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 EGM or any adjournments thereof.

7. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy.

8. This 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 EGM by the proxy of the shareholder of the Company pursuant to Note 7.

9. Completion and delivery of this proxy form will not prelude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

10. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, 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 Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

11. The proxy needs not be a member of the Company but must attend the EGM in person to represent you.