Rego Interactive Co., Ltd — Remuneration Information 2012

Mar 30, 2012

==> picture [50 x 50] intentionally omitted <==

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

IMPLEMENTATION RULES OF THE REMUNERATION AND ASSESSMENT COMMITTEE UNDER THE BOARD

(amended on 22 MARCH 2012)

CHAPTER 1 GENERAL PROVISIONS

Article 1 In order to enhance the assessment and remuneration management system of the Directors (the “Directors”) and senior management of the Company (“Managers”) and perfect the Company’s governance. The Company formulates these Implementation rules(“Implementation Rules”) in accordance with the Company Law of the People’s Republic of China, Code of Governance for Listed Companies, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( “Listing Rules”) Articles of Association of the Company (the “Articles of Association”) and other related regulations.

Article 2 The Remuneration and Assessment Committee is a body specifically set up by the Board according to the resolution of the general meeting, mainly responsible to formulate the standards of, carry out appraisal in respect of the Directors and Managers of the Company; formulate and examine the remuneration policy and scheme of the Directors and Managers of the Company, and accountable to the Board. The remuneration policy and plan of the employees under the senior management of the Company shall be formulated and implemented by the human resources department of the Company which shall report to the general manager of the Company.

Article 3 The Directors mentioned herein refer to the Chairman and Directors who receive remuneration from the Company; Managers refer to the general manager, deputy general manager, chief accountant, chief economist, secretary to the Board engaged by the Board and other senior management proposed by the general manager to the Board for approval.

CHAPTER 2 COMPOSITION

Article 4 The Remuneration and Assessment Committee shall comprise three independent non-executive Directors.

Article 5 The Remuneration and Assessment Committee shall have one chairman, who shall be responsible for chair the Committee; the chairman shall be elected by the Remuneration and Assessment Committee and shall be reported to the Board for election.

Article 6 The terms of office of the Remuneration and Assessment Committee shall be consistent with that of the Directors of the Board, and its members may be re-elected upon the expiry of the current term of office. If any member no longer act as a Director of the Company during his/her term of office, he/she shall automatically be disqualified as a member, and the vacancy shall be filled by the Committee in accordance with the provisions of Article 4 above.

Article 7 The Company sets up an appraisal working group to assist in the work of the Remuneration and Assessment Committee. The working group is responsible for collecting and providing the information on the operation of the Company and person being appraised in accordance with Article 11 hereof, preparing the proposals at the Remuneration and Assessment Committee meeting and Implementation relevant resolutions of the Remuneration and Assessment Committee. The remuneration appraisal of the employees under the senior management of the Company shall be carried out by the working group in accordance with the remuneration appraisal method of the Company.

CHAPTER 3 TERMS OF REFERENCE

Article 8 The major terms of reference of the Remuneration and Assessment Committee include, but not limited, the followings:

• (I) to make recommendations to the Board on the overall remuneration policy and structure of the Directors and senior management of the Company; and the establishment of a formal and transparent procedure for formulating such remuneration policy;

• (II) to review and approve the proposed remuneration of the management in accordance with the corporate policies and objectives set by the Board;

• (III) to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management together with the remuneration of non-executive Directors;

• (IV) to consider the remuneration paid by comparable companies, employment conditions elsewhere in the Company. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Company;

• (V) to review and approve the Company’s performance-based method of reward and punishment and amount of remuneration by reference to the corporate targets approved by Board;

• (VI) to review and approve the compensation paid to the Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with relevant contractual terms; and is otherwise fair and not excessive;

• (VII)to review and approve the compensation arrangement relating to dismissal or removal of the Directors for misconduct, to ensure that they are consistent with relevant contractual terms, and otherwise reasonable and appropriate;

• (VIII) to ensure no Director or any of his/her associates is involved in deciding his/her own remuneration.

Article 9 The Board has the right to reject remuneration plans or proposals which are contrary to the interests of the shareholders.

Article 10 The remuneration plan for the Directors of the Company proposed by the Remuneration and Assessment Committee shall be approved by the Board and submitted to the general meeting for approval before being enforced. The remuneration allocation plan for the Managers of the Company shall be reported to and approved by the Board.

CHAPTER 4 DECISION-MAKING PRODECURES

Article 11 The working group under the Committee shall be responsible for the preliminary preparation works for the decision-making of the Remuneration and Assessment Committee, and providing the following relevant information:

• (I) information on fulfillment by the Company of its key financial indicators and business targets;

• (II) information on the work scope and major responsibilities and duties of the Company’s senior management;

• (III) information on he status of accomplishment for indicators involved in the job performance appraisal system for Directors and senior management;;

• (IV) information on the overall performance of the business initiatives and profit-making ability of the Directors and senior management;

• (V) information on preparing the human resources allocation plan according to the completion status of the Company’s targets.

Article 12 The performance appraisal procedures for appraising the Directors and senior management adopted by the Remuneration and Assessment Committee:

• (I) The chairman and the general manager of the Company shall report to the Remuneration and Assessment Committee in respect of the work of the Board and corporate results as well as recommendation on the method of reward and punishment and amount of remuneration;

• (II) The Remuneration and Assessment Committee shall appraise the performance of the Directors and senior management according to the performance appraisal standards and procedures;

• (III) A proposal on the amount of remuneration and method of reward and punishment for the Directors and senior management based on the result of performance appraisals and the remuneration allocation policy, and it will be reported to the Board after passing the resolution.

CHAPTER 5 RULES OF PROCEDURES

Article 13 The Remuneration and Assessment Committee shall hold at least one meeting each year. The notice of a meeting shall be given to all members of the Committee seven days before the holding of the meeting. The meeting shall be presided over by the chairman. In case that the chairman is unable to attend, he/she shall authorize another member (independent Director) to preside over the meeting.

Article 14 The meeting of the Remuneration and Assessment Committee shall not be held unless two-thirds of members are present. Each member shall have one vote and the resolutions of the meeting shall must be adopted by the affirmative votes of more than half of the Committee’s members.

Article 15 The meeting of the Remuneration and Assessment Committee shall, generally, vote by a show of hands or, in case of a significant matter, by a poll. An interim meeting may be held by way of voting by correspondence. The Directors, supervisors and other senior management of the Company may be invited to attend such meetings if necessary.

Article 16 If necessary, the Remuneration and Assessment Committee may engage an intermediary institution to provide professional opinion for its decision-making. The cost shall be borne by the Company.

Article 17 The Remuneration and Assessment Committee shall keep minutes of its meetings, and members present at the meeting shall sign on the minutes which shall be kept by the secretary to the Board of the Company.

Article 18 Resolutions passed by and voting results of the meeting of, the Remuneration and Assessment Committee shall be reported in writing to the Board of the Company.

Article 19 When any matters in relation to a member of the Remuneration and Assessment Committee is discussed at the meeting of the Committee, the party concerned shall absent from such discussion. Members present at the meeting and other persons present as non-voting participants shall be obliged to keep all matters discussed in such meetings confidential, and shall not disclose any relevant information without authorization.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article 20 This Implementation Rules shall be implemented on a trial base on the date when it was passed on the Board meeting.

Article 21 For the matters which are not governed by the Implementation Rules, they shall be executed in accordance with the relevant laws and regulations of the PRC and the Articles of Association. Where there is a conflict between the Implementation Rules and the laws and regulations promulgated by the PRC government in future or the Articles of Association amended through valid procedure, it shall be executed according to the requirements of the relevant laws and regulations of the PRC and the Articles of Association, and the Implementation Rules shall be revised and reported to the Board of the Company for consideration and approval in a timely manner.

Article 22 The right to interpret of these rules shall be vested in the Board of the Company.

# These Rules have both Chinese and English versions, the English version is for reference only. Should there be any discrepancy between the two versions, the Chinese version shall always prevail.