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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2025

May 6, 2025

50588_rns_2025-05-06_aa4114e8-787b-4e16-964c-ed3ab6adb17d.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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Tianjin Capital Environmental Protection Group Company Limited

天津創業環保集團股份有限公司

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1065)

NOTICE OF 2024 ANNUAL SHAREHOLDERS' MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual shareholders' meeting (the "AGM") of Tianjin Capital Environmental Protection Group Company Limited (the "Company") will be held at the conference room of the Company on 5/F, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People's Republic of China (the "PRC") on 27 May 2025 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the related announcements of the Company dated 21 March 2025 (the "Announcements") and the circular dated 6 May 2025 (the "Circular").

I. AS ORDINARY RESOLUTIONS:

  1. To consider and approve the 2024 annual report of the Company and the summary of the report announced within the PRC and overseas.
  2. To consider and approve the proposal in respect of the profit appropriation plan of the Company for the year 2024.
  3. To consider and approve the final financial accounts of the Company for the year 2024 and the financial budget of the Company for the year 2025.
  4. To consider and approve the proposal in relation to the re-appointment of WUYIGE Certified Public Accountants LLP as the external auditor of the Company, and to propose to the shareholders' meeting to authorize such appointment.
  5. To consider and approve the working report of the board (the "Board") of directors (the "Directors") of the Company for the year 2024.

  1. To consider and approve the working report of independent Directors of the Company for the year 2024.
  2. To consider and approve the working report of the supervisory committee of the Company for the year 2024.
  3. To consider and approve the amendment to the Shareholders Meeting Rules of the Company.
  4. To consider and approve the amendment to the Board Meeting Rules of the Company.

II. AS SPECIAL RESOLUTIONS:

  1. To consider and approve the provision of additional guarantees by the Company for the financing of its subsidiaries not exceeding the total amount of RMB3,449,330,000 and the matters relating to the authorization to the Board of the Company.
  2. To consider and approve the amendments to the Articles of Association of the Company.

(For details of the above resolutions, please refer to the Announcements and the Circular of the Company.)

By order of the Board

Tang Fusheng

Chairman

Tianjin, the PRC

6 May 2025

As at the date of this notice, the Board comprises three executive Directors: Mr. Tang Fusheng, Ms. Nie Yanhong and Mr. Fu Xinghai; three non-executive Directors: Mr. Wang Yongwei, Mr. An Pindong and Mr. Liu Tao; and three independent non-executive Directors: Mr. Xue Tao, Mr. Wang Shanggan and Ms. Liu Fei.


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Notes:

(1) The holders of shares (the “Shareholders”) whose names appear on the register of members at 4:30 p.m. on 23 May 2025 will be entitled to attend the AGM. The holders of H shares of the Company (“H Shares”) are reminded that the register of members of the Company’s H Shares will be closed from 24 May 2025 to 27 May 2025, both days inclusive, during the period no transfer of H Shares will be effected. All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Shares registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712 –1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 23 May 2025. The holder of H Shares and whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 23 May 2025 or his/her proxy may attend the general meeting by bringing his/her own identity card or passport.

(2) Each Shareholder having the rights to attend and vote at the AGM is entitled to appoint in written form one or more than one person (whether a Shareholder or not) as his proxy to attend and vote on his behalf at the AGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

(3) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed form of proxy). In order to be valid, the form of proxy and, if such form of proxy 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 and transfer office, Computershare Hong Kong Investor Services Limited, 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.

(4) Shareholders or their proxies shall present proofs of their identities upon attending the AGM. Should a proxy be appointed, the proxy shall also present the form of proxy.

(5) The AGM is expected to last for about half a day. The Shareholders and their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

Principal office address of the Company: TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

Postal Code: 300381
Telephone: 86-22-23930128
Facsimile: 86-22-23930126