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

Mar 27, 2020

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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 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 the annual general meeting (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 (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 AGM in such manner as he/she thinks fit.

			Resolutions				For_(Note _	For_(Note _	4)		Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(Note 4) Abstention(Note 4)	Against(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; and
		7.	To consider and approve the proposal in relation to the re-appointment		of
			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.
			Special Resolutions
		1.	To consider and approve the additional Guarantees of the Company for the financing 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:		2020	Signature(s)(Note 5):

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 AGM is preferred, strike out “the Chairman of the 2019 Annual General Meeting” 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 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 properly put to the AGM other than those referred to in the notice(s) convening the AGM.

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 H Share registrar address at 17M Floor, Hopewell Centre,183 Queen’s Road East, Wan Chai, 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.

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 proxy form are only summary. The full text is set out in the “Notice of 2019 Annual General Meeting”. For details of the special resolutions above, please refer to the related announcements of the Company dated 26 March 2020.