Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2017

May 15, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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

NOTICE OF 2017 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2017 first H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) will 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 3 July 2017 at 3:00 p.m. (or immediately after the 2017 first A shareholders’ class meeting of the Company to be held on the same date and at the same place) for the purpose of considering the resolutions as listed below:

Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 16 May 2017 (the “ Circular ”).

AS SPECIAL RESOLUTIONS:

1. To consider and approve the adjustments to several terms of the proposal of the Non-public Issuance of A Shares by the Company, the main contents of which are as follows (the following are to be considered and approved as special resolutions item by item):

   • 1.1 Number of shares to be issued

The number of A Shares to be issued under the Non-public Issuance of A Shares will be not more than 20% of the total issued shares of the Company before such issuance (1,427,228,430 shares), i.e. 285,445,686 A Shares (inclusive).

Within the scope of issuance as aforesaid, after the approval in respect of the Non-public Issuance of A Shares is obtained from the CSRC, the Board and its authorized representative(s) shall determine the ultimate number of A Shares to be issued as authorized by the Shareholders at the EGM and in accordance with the relevant requirements of the CSRC and actual situations, after consultation with the sponsor (lead underwriter).

The number of A Shares to be issued under the Non-public Issuance of A Shares will be adjusted accordingly in case that the gross proceeds to be raised thereunder have to be adjusted due to the change of regulatory policy or according to the requirements of issuance approval, etc.

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The number of A Shares to be issued under the Non-public Issuance of A Shares will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as distribution of dividend and bonus shares, and conversion of capital reserve into share capital during the period from the Price Determination Date to the date of issuance.

• 1.2 Price Determination Date, Issue Price and pricing principle

The Price Determination Date of the Non-public Issuance of A Shares is the first date of the issuance period of the Non-public Issuance of A Shares).

The Issue Price under the Non-public Issuance of A Shares shall be not less than 90% of the average trading price of A Shares during the 20 trading days preceding the Price Determination Date (the average trading price of A Shares over the 20 trading days preceding the Price Determination Date = the total turnover of A Shares over the 20 trading days preceding the Price Determination Date / the total trading volume of A Shares over the 20 trading days preceding the Price Determination Date).

After obtaining the approval in respect of the Non-public Issuance of A Shares from the CSRC, the Board and its authorized representative(s) will, in accordance with the authorization granted by the Shareholders at the EGM, together with the sponsor (lead underwriter) decide the ultimate Issue Price based on the relevant requirements of the CSRC following the price priority principle.

The Issue Price under the Non-public Issuance of A Shares will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as distribution of dividend and bonus shares, and conversion of capital reserve into share capital during the period from the Price Determination Date to the date of issuance.

The Issue Price under the Non-public Issuance of A Shares shall not be lower than the audited net asset per share of the Company. As at 31 December 2016, the audited net asset per share of the Company is RMB3.51 per share.

• 1.3 Validity period of the resolutions

The resolutions with respect to the Non-public Issuance of A Shares shall be valid for 12 months from the date of approvals at the EGM and the Class Meetings. If the laws and regulations of the PRC have new requirements in relation to non-public issuance of shares, the validity period will be governed by such new requirements.

1. To consider and approve the plan of the Non-Public Issuance of A Shares by the Company (Amended).

2. To consider and approve the feasibility report on the use of proceeds raised from the Non-Public Issuance of A Shares by the Company (Amended).

3. 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 (Amended).

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(For details of the above resolutions, please refer to the Circular.)

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 16 May 2017

As at the date of this notice, the Board comprises four executive Directors: Mr. Liu Yujun, Mr. Tang Fusheng, Ms. Fu Yana and Ms. Peng Yilin; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Gao Zongze, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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Notes:

• (1) The holders of H Shares (the “ H Shareholders ”) whose names appear on the register of members on 3 June 2017 will be entitled to attend the H Shareholders’ Class Meeting. The H Shareholders are reminded that the register of members of the Company’s H Shares will be closed from 3 June 2017 to 3 July 2017, 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 Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00 p.m. on 2 June 2017. The H Shareholders and whose name appears on the register of members of the Company’s H Shares on 3 June 2017 or his/her proxy may attend the H Shareholders’ Class Meeting by bringing his/her own identity card or passport.

• (2) Each H Shareholder having the rights to attend and vote at the H Shareholders’ Class Meeting 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 H Shareholders’ Class Meeting. If more than one proxy is appointed by a H Shareholder, such proxy shall only exercise his voting rights on a poll.

• (3) H Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). The form of proxy can be signed by the principal or its authorized person. 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 H Shareholders’ Class Meeting.

• (4) H Shareholders or their proxies who intend to attend the H Shareholders’ Class Meeting should complete and return the completed and signed reply slip for attendance to the office of the Board at the Company’s principal office address on or before 12 June 2017 by hand, by post or by facsimile. Please use the enclosed reply slip or its copy for the purpose of confirmation.

• (5) H Shareholders or their proxies shall present proofs of their identities upon attending the H Shareholders’ Class Meeting. Should a proxy be appointed, the proxy shall also present the form of proxy.

• (6) The H Shareholders’ Class Meeting is expected to last for about half a day. The H Shareholders and their proxies attending the general meeting 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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