Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2022

Aug 19, 2022

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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 2022 SECOND 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 2022 SECOND 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 2022 second extraordinary general meeting (the “ EGM ”) 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 8 September 2022 (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) think(s) fit.

	Ordinary Resolutions	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.	To consider and approve the amendments to the Board Meeting Rules of the Company.
2.	To consider and approve the amendments to the Supervisory Committee Meeting Rules of the Company.
		Cumulative Vote(s)(Note 5)
3.	Resolutions on the election of directors
	3.1 To consider and approve the appointment of Mr. Ji Guanglin as an executive director of the ninth Board of the Company.	affirmative vote(s)
	3.2 To consider and approve the appointment of Mr. Li Yang as an executive director of the ninth Board of the Company.	affirmative vote(s)
	3.3 To consider and approve the appointment of Ms. Jing Wanying as an executive director of the ninth Board of the Company.	affirmative vote(s)
	3.4 To consider and approve the appointment of Ms. Peng Yilin as a non- executive director of the ninth Board of the Company.	affirmative vote(s)
	3.5 To consider and approve the appointment of Mr. An Pindong as a non- executive director of the ninth Board of the Company.	affirmative vote(s)
	3.6 To consider and approve the appointment of Mr. Liu Tao as a non- executive director of the ninth Board of the Company.	affirmative vote(s)
4.	Resolutions on the election of the independent non-executive directors
	4.1 To consider and approve the appointment of Mr. Xue Tao as an independent non-executive director of the ninth Board of the Company.	affirmative vote(s)
	4.2 To consider and approve the appointment of Mr. Wang Shanggan as an independent non-executive director of the ninth Board of the Company.	affirmative vote(s)
	4.3 To consider and approve the appointment Mr. Tian Liang of as an independent non-executive director of the ninth Board of the Company.	affirmative vote(s)
5.	Resolutions on the election of supervisors
	5.1 To consider and approve the appointment of Ms. Shi Zhenjuan as a supervisor of the ninth SupervisoryCommittee of the Company.	affirmative vote(s)
	5.2 To consider and approve the appointment of Mr. Sun Shubin as a supervisor of the ninth SupervisoryCommittee of the Company.	affirmative vote(s)
		For(Note 4)	Against(Note 4)	Abstention(Note 4)
6.	To consider and approve the resolution in relation to the remuneration for the directors of the ninth Board of the Company.
7.	To consider and approve the resolution in relation to the remuneration for the supervisors of the ninth SupervisoryCommittee of the Company.
	Special Resolution	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.	To consider and approve the amendments to the Articles of Association of the Company.

Signature(s)[(Note 6)] :

2022

Date:

Notes:

1. Please insert the number of shares of the Company (the “ Share(s) ”) 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 EGM is preferred, strike out “the Chairman of the 2022 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 must be signed by the person who signs it.

4. IMPORTANT: Please check the appropriate box under the column marked “For” if you wish to vote in favour of a resolution. Please check the appropriate box under the column marked “Against” if you wish to vote against a resolution. Please check the appropriate box under the column marked “Abstained” if you wish to abstain from voting in respect of a resolution. If no direction is given, the proxy is entitled to vote as he thinks fit. Unless otherwise directed in this proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM in addition to those set out in the EGM Notice.

5. IMPORTANT: Voting at the EGM in respect of sub-resolutions No. 3.1 to 3.6 under Resolution No. 3 (namely the resolutions on the election of directors) shall be conducted by way of accumulative voting, whereby in respect of the six sub-resolutions you are entitled to a number of votes equivalent to six times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the six candidates under the six sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed six times of the number of shares represented by you, otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote.

6. Voting at the EGM in respect of sub-resolutions No. 4.1 to 4.3 under Resolution No. 4 (namely the resolutions on the election of independent non-executive directors) shall be conducted by way of accumulative voting, whereby in respect of the three sub-resolutions you are entitled to a number of votes equivalent to three times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the three candidates under the three sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed three times of the number of shares represented by you, otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote.

7. Voting at the EGM in respect of sub-resolutions No. 5.1 to 5.2 under Resolution No. 5 (namely the resolutions on the election of supervisors) shall be conducted by way of accumulative voting, whereby in respect of the two sub-resolutions you are entitled to a number of votes equivalent to two times of the number of shares represented by you, and you may cast all or part of such number of votes in favour of all or one or several of the two candidates under the two sub-resolutions. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed two times of the number of shares represented by you, otherwise, all votes cast by you in respect of the sub-resolutions will be rendered null and void and you will be deemed as having waived your right to vote.

8. Please indicate clearly the number of votes that you intend to cast or your intention to abstain from voting in respect of each candidate in the appropriate box against the corresponding resolution. If no direction is given, your proxy is entitled to put down such number of votes as he thinks fit. Unless otherwise directed in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the EGM to be determined by way of accumulative voting in addition to those set out in the EGM Notice.

9. 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.

10. 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 EGM or any adjournments thereof.

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

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

13. 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 be 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.

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

15. The resolutions set out in this proxy form are only summary. The full text is set out in the “Notice of 2022 Second Extraordinary General Meeting”. For details of the above resolutions, please refer to the relevant circular of the Company dated 19 August 2022.