Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2020

Apr 28, 2020

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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 2019 ANNUAL GENERAL MEETING

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

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 2019 ANNUAL GENERAL MEETING or [(note][3)]

as my/our proxy(ies) to attend and act for me/us and on my/our behalf at 2019 annual general meeting (or at any adjournment thereof) (the “ AGM ”) 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 13 May 2020, 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 AGM in such manner as he/she thinks fit.

		Resolutions				For	(note 4)	(note 4)	Against(note 4)	Against(note 4)	Against(note 4)	Against(note 4)	Against(note 4)	Abstention(note 4)	Abstention(note 4)	Abstention(note 4)	Abstention(note 4)
		Ordinary Resolutions
	1.	To consider and approve the 2019 annual report of the Company and the summary of
		the report announced within the PRC and overseas;
	2.	To consider and approve the working report of the board (the “Board”) of directors
		(the “Directors”) of the Company for the year 2019 and the operating strategy	of the
		Company for the year 2020;
	3.	To consider and approve the final financial accounts of the Company for the year 2019
		and the financial budget for the year 2020;
	4.	To consider and approve the proposal in respect of the profit appropriation plan	of the
		Company for the year 2019;
	5.	To consider and approve the working report of the supervisory committee	of the
		Company for the year 2019;
	6.	To consider and approve the working report of independent Directors of the Company
		for the year 2019;
	7.	Toconsiderandapprovetheproposalinrelationtothere-appointmentof
		PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the PRC
		and international auditors of the Company, respectively, and to authorize the Board to
		decide their remunerations;
	8.	To consider and approve the appointment of Mr. Gu Wenhui as non-executive director
		of the Company; and
	9.	To consider and determine the remuneration of Mr. Gu Wenhui as non-executive
		director of the Company.
		Special Resolutions
	1.	To consider and approve the additional Guarantees of the Company for the loan
		granted to its subsidiaries not exceeding the total amount of RMB2,300,000,000 and
		the matters relating to the authorization to the Board of the Company; and
	2.	To consider and approve the amendments to the articles of association of the Company.

Date:

Signature(s) [(note][5)] :

2020

Notes:

1. Please insert the number of shares (the “ 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 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 AGM is preferred, strike out “the Chairman of the 2019 Annual 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 AGM. The proxy needs not be a member of the Company. Any alteration made to this revised proxy form must be signed by the person who signs it.

4. IMPORTANT: 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 (including additional resolutions contained in the Supplemental Notice) formally put to the AGM other than those referred to in the Notice and the Original Proxy Form(s).

5. This revised proxy form must be signed by you or your attorney duly authorized 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 authorized 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 H-share registrar address, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or 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 AGM or any adjournments thereof (“ Closing Time ”).

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

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

9. In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, 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 AGM, 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.

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

11. The resolutions set out in this revised proxy form are only summary. The full text is set out in the “Notice of 2019 Annual General Meeting” and the “Supplemental Notice of 2019 Annual General Meeting”. For details of the ordinary resolutions numbered 8 above, please refer to the related announcement of the Company dated 27 April 2020. For details of the special resolutions numbered 2 above, please refer to the related announcement of the Company dated 26 March 2020.

12. IMPORTANT: If you have not yet lodged the original form of proxy (the “Original Proxy Form”) with the Company’s principal office or the Company’s H share registrar, you are requested to lodge this revised form of proxy if you wish to appoint proxies to attend the AGM on your behalf. In this case, the Original Proxy Form should not be lodged with the Company’s principal office or the Company’s H Share registrar.

13. IMPORTANT: If you have already lodged the Original Proxy Form with the Company’s principal office or the Company’s H Share registrar, you should note that:

• (i) If this revised form of proxy is not lodged with the Company’s principal office or the Company’s H share registrar before the Closing Time as mentioned in note 6 above or if it is incorrectly completed, the Original Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you will be entitled to vote at his or her discretion or to abstain on any resolution properly put to the AGM other than those referred to in the Notice and the Original Proxy Form, including the newly added resolution as set out in the Supplemental Notice.

• (ii) If you have lodged this revised form of proxy with the Company’s principal office or the Company’s H share registrar before the Closing Time as mentioned in note 6 above, this revised form of proxy will revoke and supersede the Original Proxy Form previously lodged by you provided that this revised form of proxy is correctly completed.