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

Sep 27, 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 SECOND EXTRAORDINARY GENERAL MEETING

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

I/We [(note][2)]

of

beingTianjintheCapitalregisteredEnvironmentalholders of [(note] Protection [1)] Group Company Limited (the “ Company ”), is/are the shareholder(s)H sharesof(thethe Company,“ Shares ”) andof nominalHEREBY APPOINT THEvalue of RMB1.00CHAIRMANeach in the capitalOF THEof 2021to attendSECONDand actEXTRAORDINARY GENERAL MEETINGfor me/us and on my/our behalf at the 2021orSecond [(note][3)] Extraordinary General Meeting (the “ EGM ”) (or at any adjournment thereof) of the Companyas my/ourto be heldproxy(ies)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 15 October 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.

	(Stock Code: 1065)PROXY FORM FOR USE AT THEXTRAORDINARY GENERAThe nuproxy fI/We_(note 2)ofbeing the registered holders of(note 1)H shTianjin Capital Environmental Protection Group Company Limited (the “Company”), is/are the shareholder2021 SECOND EXTRAORDINARY GENERAL MEETING or(note 3)_to attend and act for me/us and on my/our behalf at the 2021 Second Extraordinary General Meeting (the “conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, that such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if n	(Stock Code: 1065)PROXY FORM FOR USE AT THEXTRAORDINARY GENERAThe nuproxy fI/We_(note 2)ofbeing the registered holders of(note 1)H shTianjin Capital Environmental Protection Group Company Limited (the “Company”), is/are the shareholder2021 SECOND EXTRAORDINARY GENERAL MEETING or(note 3)_to attend and act for me/us and on my/our behalf at the 2021 Second Extraordinary General Meeting (the “conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, that such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if n	(Stock Code: 1065)PROXY FORM FOR USE AT THEXTRAORDINARY GENERAThe nuproxy fI/We_(note 2)ofbeing the registered holders of(note 1)H shTianjin Capital Environmental Protection Group Company Limited (the “Company”), is/are the shareholder2021 SECOND EXTRAORDINARY GENERAL MEETING or(note 3)_to attend and act for me/us and on my/our behalf at the 2021 Second Extraordinary General Meeting (the “conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, that such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if n	E 2021 SECONDL MEETING	E 2021 SECONDL MEETING	MB1.00 each in the capital ofT THE CHAIRMAN OF THEas my/our proxy(ies)he Company to be held at theto exercise the right of voting(ies) thinks(s) fit.
				mber of H shares to which thisorm relates(Note 1)
				ares (the “Shares”) of nominal value of R(s) of the Company, and HEREBY APPOIN
				EGM”) (or at any adjournment thereof) of te PRC at 2:00 p.m. on 15 October 2021 and o such indication is given, as my/our proxy
			Special Resolutions	For(note 4)Against_(note _		4)Abstention(note 4)
		1.	To consider and approve the resolution for extending the validity period of the Company’s resolu2020 on Non-Public Issuance of A Shares for 12 months (that is, extending it from 7 September 20September 2022).	tion in21 to 7
		2.	To consider and approve the resolution in relation to the extension of the validity period of the authorgranted to the Company’s Board of Directors and its authorized persons to handle the matters relatinCompany’s Non-Public Issuance of A Shares.	izationg to the
		3.	To consider and approve the proposed application for filling of issuance of the Debt Financing Pl	an:
			3.1Issuance amount: Principal amount of not exceeding RMB500,000,000.
			3.2Term: Not exceeding three years (three years inclusive).
			3.3Determination of issuance price or interest rate: Interest to be determined at fixed interethrough the result of issuance pricing and central allocation.	st rate
			3.4Use of proceeds: Including but not limited to replenishing of working capital, construction of pand debt repayment in accordance with relevant laws and regulations and requirements of regauthorities.	rojectsulatory
			3.5Source of funds for the repayment of principal and the payment of interests: The Companyfunds and smooth operation of financing channels.	’s own
		4.	To consider and authorize the general manager office of the Company to be fully responsible for therelating to the issuance of the Debt Financing Plan.	matters
		5.	To consider and approve the proposed application for registration and issuance of the Debt FinInstruments of Non-financial Enterprises:	ancing
			5.1Issuance size: Debt Financing Instruments of Non-financial Enterprises in the total principal of not exceeding RMB1,500,000,000 (total principal amount for each of the medium-term notevillage revival notes and equity contribution notes is not more than RMB500,000,000).	amounts, rural
			5.2Term: Not exceeding 10 years.
			5.3Interest rate: Interest rate of the bonds shall be a fixed rate, and the issue rate is determined tbook-building. Interest to be accounted for and paid on an annual basis.	hrough
			5.4Use of proceeds: Including but not limited to repayment of debts of the Company, construcprojects and replenishment of working capital, and rural village revival notes will be used for pconstruction in respect of village revival projects, debts repayment and replenishment of wcapital; equity contribution notes will be used for capital increase, equity investment, paymerger and acquisition price, repayment of loans for merger and acquisition and capital contrfor funds.	tion ofrojectsorking
				ment ofibution
			5.5Source of funds for the repayment of principal and the payment of interests: The Com	pany’s
			operating income throughout the terms of the bonds and smooth operation of financing channels.
		6.	To consider and authorize the general manager office of the Company to be fully responsible for the mattersrelating to the issuance of the Debt Financing Instruments of Non-financial Enterprises.
		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 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 shall 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 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 Second Extraordinary General Meeting”. For details of the special resolutions numbered 1-2, please refer to the related announcements of the Company dated 3 September 2021; for details of the special resolutions numbered 3-6, please refer to the related announcement of the Company dated 25 August 2021.