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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2026
50588_rns_2026-04-28_adfc9971-38f2-4de1-a7b4-47d53f9ce6c2.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Rego Interactive Co., Ltd (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
Rego Interactive Co., Ltd
(潤歌互動有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2422)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
Unless the context otherwise requires, capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A notice convening the AGM of the Company to be held at 19/F, Rego Building, No. 77 Yinxi Road, Yinhu Street, Fuyang District, Hangzhou, PRC on Friday, 26 June 2026 at 2:00 p.m. at which, among other things, the above proposals will be considered, which set out on pages 16 to 20 of this circular.
If you are not able to attend the AGM in person but wish to exercise your right as a Shareholder, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. If you attend and vote in person at the AGM, the authority of your proxy will be revoked.
This circular will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.regopimc.com.
28 April 2026
CONTENTS
Page
RESPONSIBILITY STATEMENT 1
DEFINITIONS 2
LETTER FROM THE BOARD 4
APPENDIX I — EXPLANATORY STATEMENT ON REPURCHASE MANDATE. 9
APPENDIX II — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 13
NOTICE OF THE ANNUAL GENERAL MEETING 16
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RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, include particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be convened and held at 19/F, Rego Building, No. 77 Yinxi Road, Yinhu Street, Fuyang District, Hangzhou, PRC on Friday, 26 June 2026 at 2:00 p.m. notice of which is set out on pages 16 to 20 of this circular and any adjournment thereof
"associate(s)"
has the meaning as defined under the Listing Rules
"Board"
the board of Directors
"Companies Law"
the Companies Act (As Revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time
"Company"
Rego Interactive Co., Ltd (潤歌互動有限公司), an exempted company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 02422)
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares up to 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares bought-back by the Company pursuant to the authority granted under the Repurchase Mandate
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DEFINITIONS
"Latest Practicable Date"
27 April 2026, being the latest practicable date for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"PRC"
the People's Republic of China, for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution granted such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
Ordinary share(s) in the share capital of the Company with a par value of US$0.001 each
"Shareholder(s)"
holder(s) of the Shares
"Takeover Code"
the Code on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time
"treasury shares"
has the meaning ascribed to it in the Listing Rules
"U.S. dollars", "US$" or "USD"
United States dollars, the lawful currency of the United States
"%"
per cent
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LETTER FROM THE BOARD
Rego Interactive Co., Ltd
(潤歌互動有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2422)
Executive Directors
Mr. Chen Ping (Chairman)
Mr. Tian Huan (Chief Executive Officer)
Mr. Zhang Yongli (Chief Operating Officer)
Mr. Fan Lianshun
Mr. Xia Yuanbo (Vice President of Operations)
Mr. Chen Wei
Independent non-executive Directors
Ms. Mo Lan
Mr. Shen Yunjia
Mr. Zeng Liang
Registered Office
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands
Principal Place of Business in Hong Kong
Room 1917, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
Head Office and Principal Place of Business in the PRC
19/F, Rego Building
No. 77 Yinxi Road
Yinhu Street, Fuyang District
Hangzhou
the PRC
28 April 2026
To the Shareholder(s)
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the re-election of the retiring Directors; (iii) re-appointment of auditor; and (iv) to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.
GENERAL MANDATES
At the annual general meeting of the Company held on 26 June 2025 (the "2025 AGM"), the Directors were granted by the Shareholders general mandates to (i) allot, issue and deal with new Shares of not exceeding 20% of the total number of issued Shares as at the date of passing the resolution in the 2025 AGM; (ii) repurchase Shares of not exceeding 10% of the total number of issued Shares as at the date of passing the resolution in the 2025 AGM; and (iii) extension of the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The above general mandate will remain in effect during the period from the passing of the resolution until the earliest of (i) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the our Shareholders in a generally meeting, either unconditionally or subject to conditions; (ii) the end of the period within which the Company is required by the Articles or any applicable laws to hold its next annual general meeting; or (iii) the date on which the mandate is varied or revoked by an ordinary resolution of our Shareholders in general meeting. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 7 to 8 set out in the notice of AGM on pages 16 to 20 of the circular for details of the proposed Issue Mandate and Repurchase Mandate.
As at the Latest Practicable Date, the number of issued Shares was 1,660,000,000 Shares. Assuming no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant the Directors an authority to issue up to 332,000,000 Shares and the Repurchase Mandate will grant the directors an authority to repurchase our own securities with nominal value of up to 166,000,000 Shares.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I of this circular. The explanatory statement is to provide you with all the requisite information required under Rule 10.06(1)(b) of the Listing Rules to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
LETTER FROM THE BOARD
RE-ELECTION OF DIRECTORS
In accordance with Article 109 of the second amended and restated Articles of Association of the Company, at each annual general meeting one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.
In accordance with Article 113 of the second amended and restated Articles of Association of the Company, any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
Accordingly, at the forthcoming annual general meeting to be held on Friday, 26 June 2026, Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang, shall retire from office and have offered themselves for re-election at the AGM.
Being the independent non-executive Directors eligible for re-election at the AGM, each of Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang, has given an annual confirmation as to their independence according to the factors on independence set out in Rule 3.13 of the Listing Rules. Nothing has come to the attention of the Board which may adversely affect the independence of Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang. On the above basis, the Board believes that Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang shall continue to be independent to the Company in accordance with Rule 3.13 of the Listing Rules.
The Nomination Committee has also reviewed and considered each retiring Director's respective experience, skills and knowledge, and recommended to the Board that the re-election of all retiring Directors be proposed for Shareholders' approval at the AGM. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM. The Board believes that the continuous appointment of the retiring Directors contributes to the stability and diversity of the Board.
Details of the above named Directors who are subject to the re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules. The biography of the retiring Directors set out in Appendix II to this circular indicates the perspectives, skills and experience each individual can bring to the Board and contribute to the diversity of the Board.
LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITOR
BDO Limited will retire as the Auditor at the AGM and, being eligible, offer themselves for re-appointment. The Board, upon the recommendation of the audit committee of the Company, proposed to re-appoint BDO Limited as the Auditor and to hold office until the conclusion of the next annual general meeting of the Company; and the Board proposed it be authorised to fix the remuneration of the Auditor. The estimated audit fee agreed with BDO Limited for the audit services for the year ending 31 December 2026 was within the range of RMB0.86 million to RMB0.90 million, which was estimated based on complexity and business plan of the Group, expected audit scope, audit timetable and auditor's resources required.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 16 to 20 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate, the Repurchase Mandate, the re-election of Directors and the re-appointment of Auditor.
FORM OF PROXY
A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.regopimc.com. If you are not able to attend the AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. If you attend and vote in person at the AGM, your instrument appointing the proxy will be deemed to have been revoked.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rule, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll. After being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 13.39(5) of the Listing Rules.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/ it has in the same manner.
LETTER FROM THE BOARD
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026 both dates inclusive, during which period no transfer of Shares will be effected. The record date is Friday, 26 June 2026. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 22 June 2026.
RECOMMENDATION
The Board considers that the ordinary resolutions in relation to the granting of the Issue Mandate, the Repurchase Mandate and the re-election of Directors and the re-appointment of auditors to be proposed at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.
GENERAL
Your attention is also drawn to the appendices to this circular.
On behalf of the Board
Rego Interactive Co., Ltd
Chen Ping
Chairman and executive Director
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. THE LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their Shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:
(i) the shares to be repurchased by a company must be fully paid-up;
(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
(iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,660,000,000 Shares. Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis that no further new Shares are issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 166,000,000 Shares, representing 10% of the aggregate number of the total issued Shares (excluding treasury shares) as at the date of the passing of the ordinary resolution for repurchase of Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in a general meeting.
3. REASONS FOR REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
4. FUNDING OF REPURCHASE OF SHARES
In repurchasing securities, the Company may only apply funds lawfully available for such purpose in accordance with its Memorandum and the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or if so authorized by its Articles and subject to the provisions of the Companies Laws, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or if so authorized by the Articles and subject to the provisions of the Companies Laws, out of capital.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2025 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
The Company may cancel any Shares it repurchased and/or hold them as treasury shares subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
To the best of the knowledge of the Directors, neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.480 | 0.355 |
| May | 0.425 | 0.350 |
| June | 0.435 | 0.380 |
| July | 0.440 | 0.390 |
| August | 0.415 | 0.375 |
| September | 0.550 | 0.350 |
| October | 0.680 | 0.430 |
| November | 0.720 | 0.550 |
| December | 1.250 | 0.480 |
| 2026 | | |
| January | 1.270 | 0.770 |
| February | 1.430 | 0.940 |
| March | 1.710 | 1.250 |
| April (up to the Latest Practicable Date) | 1.760 | 1.510 |
7. UNDERTAKING OF THE DIRECTORS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.
8. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates (as defined in the Listing Rules) has present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
9. TAKEOVER CODE
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeover Code. As a result, a Shareholder (within the meaning under the Takeover Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeover Code.
As at the Latest Practicable Date, by virtue of the acting-in-concert agreement, Tanshin Investment Limited, Vicen Investments Limited and Sprus Investments Limited (wholly owned by Tian Huan, Chen Ping and Zhang Yongli respectively) are concert parties (the “Concert Parties”), together holding 705,060,000 Shares representing 42.47% of the total issued Shares. If the Repurchase Mandate is exercised in full, the shareholding percentage of the Concert Parties will be increased to 47.19%.
Based on the holdings of the above Concert Parties as at the Latest Practicable Date, in the event the Directors exercise in full the Repurchase Mandate to repurchase Shares, it will trigger the Takeovers Code and the Concert Parties may be obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the Repurchase Mandate to such an extent as will trigger the Takeovers Code. The Directors are not aware of any other consequences which may arise under the Takeover Code as a result of any purchase by the Company of its Shares.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
10. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the year 2025 and up to the Latest Practicable Date.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed for re-election.
Ms. Mo Lan (莫蘭), aged 39, was appointed as an independent non-executive Director of the Company on 1 January 2024. Ms. Mo has been the chairman and founder of Henghua Energy Technology Group Limited since 2014, and was the managing partner of Qingkong Guochuang Fund from 2018 to 2021. She was also the vice president of Shanxi Hongrun Electric Power Engineering Design Consulting Co., Ltd. (山西弘潤電力工程設計諮詢有限公司) from 2010 to 2014, and the administration manager of State Grid Corporation of China Exchange Construction Branch (國家電網公司交流建設分公司) from 2007 to 2010. Ms. Mo holds a master's degree in public policy and a doctorate in Education from Southwest University. She has also obtained an EMBA at PBC School of Finance, Tsinghua University in 2020.
Save as disclosed above, Ms. Mo Lan does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies and does not hold any other positions with the Group in the last three years preceding the Latest Practicable Date.
As at the Latest Practicable Date, Ms. Mo Lan does not hold or was deemed to be interested in any Shares and underlying Shares, within the meaning of Part XV of the SFO.
The appointment letter of Ms. Mo Lan is for an initial term of three years subject always to re-election as and when required under the Articles and the provision under the appointment letter.
Ms. Mo Lan is entitled to an annual salary of RMB50,000, which is determined with reference to her experience and duties as well as prevailing market condition.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Ms. Mo Lan's re-election.
Mr. Shen Yunjia (沈雲駕), aged 37, was appointed as an independent non-executive Director of the Company on 1 January 2024. He currently serves as the financial director of Zhejiang Xinke Semiconductor Co., Ltd.. From 2011 to 2021, he served as the senior manager of BDO China Shu Lun Pan CPAs and the deputy director of investment banking at Zheshang Securities from 2021 to 2023. Mr. Shen graduated from Zhejiang University of Finance and Economics majoring in auditing and taxation.
Mr. Shen is also an independent non-executive director of Zhejiang Jingyang Mechanical and Electrical Co., Ltd. (浙江晶陽機電股份有限公司) (SZSE: 300316) since August 2023.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, Mr. Shen Yunjia does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies and does not hold any other positions with the Group in the last three years preceding the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Shen Yunjia does not hold or was deemed to be interested in any Shares and underlying Shares, within the meaning of Part XV of the SFO.
The appointment letter of Mr. Shen Yunjia is for an initial term of three years subject always to re-election as and when required under the Articles and the provision under the appointment letter.
Mr. Shen Yunjia is entitled to an annual salary of RMB50,000, which is determined with reference to her experience and duties as well as prevailing market condition.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Shen Yunjia's re-election.
Mr. Zeng Liang (曾良), aged 51, was appointed as an independent non-executive Director of the Company on 1 January 2024. Mr. Zeng Liang is a well-known Internet entrepreneur and angel investor. He has extensive experience in strategic planning, business development and operation management in industries such as digital marketing, mobile Internet and artificial intelligence applications.
Mr. Zeng served as senior vice president of Kingdee International Software Group Company Limited from 2003 to 2010. He worked for Microsoft as vice president of Greater China Region from 2010 to 2013 and was responsible for the development of government, education and medical industries in the region. From 2013 to 2017, he held several executive positions including vice president of Baidu Inc. and general manager of Baidu Nuomi. Mr. Zeng obtained Master of Science both in Management and in Engineering from Georgia Institute of Technology in the United States. In addition, he holds another Master of Science in Engineering degree from Tsinghua University in Beijing.
Mr. Zeng Liang has been an independent non-executive director of Kingwisoft Technology Group Company Limited (金慧科技集團股份有限公司) (SEHK: 8295) since 2021.
Save as disclosed above, Mr. Zeng Liang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies and does not hold any other positions with the Group in the last three years preceding the Latest Practicable Date.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Zeng Liang does not hold or was deemed to be interested in any Shares and underlying Shares, within the meaning of Part XV of the SFO.
The appointment letter of Mr. Zeng Liang is for an initial term of three years subject always to re-election as and when required under the Articles and the provision under the appointment letter.
Mr. Zeng Liang is entitled to an annual salary of RMB50,000, which is determined with reference to his experience and duties as well as prevailing market condition.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Zeng Liang's re-election.
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NOTICE OF THE ANNUAL GENERAL MEETING
Rego Interactive Co., Ltd
(潤歌互動有限公司)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2422)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of Rego Interactive Co., Ltd (the "Company") will be held at 19/F, Rego Building, No. 77 Yinxi Road, Yinhu Street, Fuyang District, Hangzhou, PRC on Friday, 26 June 2026 at 2:00 p.m. for the following purposes:
- To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and auditors for the year ended 31 December 2025.
- To re-elect Ms. Mo Lan as an independent non-executive Director.
- To re-elect Mr. Shen Yunjia as an independent non-executive Director.
- To re-elect Mr. Zeng Liang as an independent non-executive Director.
- To authorize the board (the "Board") of Directors to fix the remuneration of the Directors.
- To re-appoint BDO Limited as the Company's auditors and to authorize the Board to fix their remuneration.
- "THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.001 each in the share capital of the Company (the "Shares"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
NOTICE OF THE ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; shall not exceed 20% of the aggregate number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
NOTICE OF THE ANNUAL GENERAL MEETING
- "THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the aggregate number of shares of the Company in issue, which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
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NOTICE OF THE ANNUAL GENERAL MEETING
- "THAT conditional upon resolutions numbered 7 and 8 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 7 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 8 above, provided that such amount shall not exceed 10% of the aggregate number of shares of the Company in issue (excluding treasury shares) as at the date of passing the resolution."
On behalf of the Board
Rego Interactive Co., Ltd
Chen Ping
Chairman and executive Director
Hong Kong, 28 April 2026
Notes:
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For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026 both dates inclusive, during which period no transfer of shares will be effected. The record date is Friday, 26 June 2026. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 22 June 2026.
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A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
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In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
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With respect to resolution numbered 2 to 4 of this notice, Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated Tuesday, 28 April 2026.
NOTICE OF THE ANNUAL GENERAL MEETING
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With respect to resolution numbered 7 of this notice, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
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With respect to resolution numbered 8 of this notice, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the accompanied circular dated Tuesday, 28 April 2026.
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Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting. On a poll, votes may be given either personally or by proxy.
As at the date of this notice, the Board comprises Mr. Chen Ping, Mr. Tian Huan, Mr. Zhang Yongli, Mr. Fan Lianshun, Mr. Xia Yuanbo and Mr. Chen Wei as executive Directors; and Ms. Mo Lan, Mr. Shen Yunjia and Mr. Zeng Liang as independent non-executive Directors.
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