Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2021

Dec 7, 2021

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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 2021 FOURTH EXTRAORDINARY 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 2021 FOURTH 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 2021 Fourth Extraordinary General Meeting (the “ EGM ”) (or at any adjournment thereof) of the Company to be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC at 2:00 p.m. on 24 December 2021 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.

		ResolutionsFor(note 4)	ResolutionsFor(note 4)
		Special Resolutions
	1.	To consider and approve the proposal in relation to the plan for the Non-publicIssuance of A Shares (2021), the major details of which are as follows (each tobe considered and approved by way of separate special resolution):
		1.1Class and par value of shares to be issued;
		1.2Method and time of issuance;
		1.3Target of issuance and method of subscription;
		1.4Issue price and pricing principle;
		1.5Number of shares issued;
		1.6Use of proceeds;
		1.7Lock-up arrangement;
		1.8Place of listing;
		1.9Arrangement relating to the accumulated undistributed profits; and
		1.10Validity period of the resolution.
	2.	To consider and approve the proposal in relation to the proposed Non-publicIssuance of A Shares (2021).
	3.	To consider and approve the proposal in relation to Feasibility Analysis Reporton the Use of Proceeds from the Non-public Issuance of A Shares.
	4.	To consider and approve the proposal in relation to the Shareholders’ Return Planfor the Next Three Years (2021-2023) of the Company.
	5.	To consider and approve the proposal in relation to the risk alert on the dilutionof the current returns due to the Non-public Issuance of A shares and the relevantremedial measures.
	6.	To consider and approve the proposal in relation to the authorization granted tothe Board and its authorized representative(s) to deal with matters related to theNon-public Issuance of A Shares.
		Ordinary Resolutions
	1.	To consider and approve the proposal in relation to the satisfaction of the criteriafor Non-public Issuance of A Shares.
	2.	To consider and approve the proposal in relation to the undertakings of thecontrolling shareholders, indirect controlling shareholders, the Directors and thesenior management of the Company in relation to implementation of themeasures to fill the diluted current returns.
	Date:	2021Signature(s)(Note 5):

Notes:

1. Please insert the number of 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 shall 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 2021 Fourth 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 shall be signed by the person who signs it.

4. Important Notice: 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 shall entitle your proxy to cast your vote at his/her discretion. Your proxy shall also be entitled to vote at his/her discretion on any resolution formally put to the EGM other than those referred to in the Notice.

5. This proxy form shall 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 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, shall be deposited at the Company’s H-share registrar address, on 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 no less than 24 hours before the time scheduled for the holding of the EGM or any adjournment thereof.

7. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the proof of identification of the proxy.

8. Completion and delivery of this proxy form shall not preclude you from attending and voting in person at the EGM 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 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 are 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.

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

11. Content of the resolutions contained in this proxy form is a summary only, full text of which is set out in the “Notice of 2021 Fourth Extraordinary General Meeting”. For details of the above resolutions, please refer to the related announcement and the overseas regulatory announcement of the Company dated 22 November 2021.