Rego Interactive Co., Ltd — Regulatory Filings 2012

Mar 22, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(Stock code: 1065)

Announcement in relation to the resolutions passed at the 27th meeting of the Fifth Board and

Proposed amendment to the Articles of Association of the Company

This announcement is made pursuant to Rules 13.09 and 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors ”) of the Company warrant the truthfulness, accuracy and completeness of the contents in this announcement, and accept several and joint responsibility for any false information, misleading statements or material omissions in this announcement.

The 27th meeting of the Fifth Board of the Company was held at 9:30 a.m. on 22 March 2012 at the conference room of the Company at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”). The meeting was chaired by Mr. Zhang Wenhui, the chairman of the Company. There should be 9 Directors to attend the meeting and 8 Directors were present. Mr. Xie Rong, the independent non-executive Director, attended this Board meeting via the phone. Due to business engagement, Ms. Zhong Huifang, the executive Director, was unable to attend this Board meeting and entrusted the chairman, Mr. Zhang Wenhui, to vote on her behalf. The members of the supervisory committee and the senior management of the Company also attended the meeting. The procedures for convening this meeting of the Board were in compliance with the relevant provisions of the Company Law of the PRC and the Articles of Association of the Company.

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All Directors, who have attended the meeting, have unanimously approved the following resolutions:

1. The 2011 annual report and its summary published by the Company in the PRC and overseas;

2. The financial statements of the Company for the year 2011 as audited by the PRC and international auditors;

3. The working report of the Board for 2011 and the operating strategy of the Company for the year 2012;

4. The operating plan of the Company for the year 2012;

5. The final financial accounts of the Company for the year 2011 and the financial budget of the Company for the year 2012;

6. The profit appropriation plan of the Company for the year 2011;

As audited by PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers respectively, the net profit attributable to the Company in 2011 was RMB275.79 million, less the Statutory Common Reserve in the amount of RMB24.18 million which was taken pursuant to the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company, adding the undistributed profit of RMB1,338.00 million at the beginning of the year, and less 2010 cash dividends of RMB157.00 million distributed in 2011, the actual distributable profits attributable to shareholders for this year was RMB1,432.62 million. Pursuant to the profit distribution policy for 2011, a cash dividend of RMB0.40 (inclusive of tax) per 10 shares will be paid to all shareholders.

No transfer from the capital reserve fund to share capital was made for 2011.

1. The Social Responsibility Report 2011 of the Company;

2. The Self-assessment Report on the Internal Control of the Company 2011;

3. The proposal in relation to the re-appointment of PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers as the PRC and international auditors of the Company respectively, and the submission to the general meeting to approve such re-appointment and to authorize the Board to decide their remunerations;

4. The resolution in relation to the application for loan facilities;

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According to the operation plans and annual budget of the Company, in order to satisfy the Company’s production needs, there will be an addition of loan facilities of not more than RMB1.5 billion (including replacement loans) for the Company in 2012. The Board shall authorize the management of the Company to negotiate with the financial institutions under reasonable control of capital costs.

1. The resolution in relation to the adjustment of the remunerations of employees of the Company;

2. The resolution in relation to the property leases;

According to the Listing Rules, these property leases constitute connected transactions of the Company, and the connected Directors, namely, Mr. An Pindong, Ms. Chen Yinxing and Ms. Zhong Huifang, abstained from voting.

For details of the above connected transactions, please see the announcement of the Company dated 22 March 2012 and the announcement published on the same date at the Shanghai Stock Exchange website (http://www.sse.com.cn).

1. The resolution in relation to the amendment to the Articles of Association of the Company;

Latest amendments have been made to Appendix 14 “Code on Corporate Governance Practices” of the Listing Rules, which include the requirement that independent non-executive Directors and non-executive Directors should attend the general meetings of the Company in order to have a fair understanding of the opinions from the shareholders of the Company. Subject to compliance with the company’s articles of association and the laws and regulations of the place of incorporation, the directors who attend the meetings through electronic means such as telephone or video conference may be counted as attending the meetings in person. In order to facilitate the above amendments and for the convenience of Directors to attend the general meetings of the Company, the Company has proposed to amend Article 83 of the Articles of Association of the Company as follows:

Original Article 83:

“When convening a general meeting of shareholders, all the directors, supervisors and secretary to the board of the Company should attend the meeting. The general manager and other senior management members should attend the meeting as observers.”

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Amended Article “When convening a general meeting of shareholders, all 83: the directors, supervisors and secretary to the board of the Company should attend the meeting. The meeting can be attended through electronic means such as telephone or video conference. The general manager and other senior management members should attend the meeting as observers.”

The English version of the Articles of Association of the Company is an unofficial translation of the Chinese version. Should any discrepancies arise between the Chinese version and the English version, the Chinese version shall prevail.

The above amendment to the Articles of Association of the Company shall be approved by the shareholders of the Company at the annual general meeting (the “ AGM ”) of the Company to be held on 11 May 2012. Voting by poll will be conducted at the AGM. The amendment to the Articles of Association of the Company will be effective upon approval by the shareholders of the Company.

The Board considers that the proposed amendment to the Articles of Association of the Company is in the interest of the Company and its shareholders as a whole. Therefore, the Board recommends the shareholders to vote in favour of the relevant resolution to be submitted to the AGM as set out in the notice of the AGM.

1. The resolution in relation to the amendments to “The Implementation Rules of the Audit Committee of the Board”;

Latest amendments have been made to Appendix 14 “Code on Corporate Governance Practices” of the Listing Rules, which have supplemented and amended the terms of reference for the audit committee of the board of listed companies. The Company intends to revise the original “Implementation Rules of the Audit Committee of the Board” according to such amendments. In addition, the amendments to the Listing Rules require the Board to add corporate governance function to be undertaken by the Board or its designated committee, and to determine the terms of reference for the corporate governance function. The Board has agreed such function to be undertaken by the Audit Committee and the “Implementation Rules of the Audit Committee of the Board” will be amended accordingly.

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1. The resolution in relation to the amendments to “The Implementation Rules of the Nomination Committee of the Board”;

In order to facilitate the latest amendments to Appendix 14 “Code on Corporate Governance Practices” of the Listing Rules, the Board has agreed to amend “The Implementation Rules of the Nomination Committee of the Board” accordingly.

1. The resolution in relation to the amendments to “The Implementation Rules of the Remuneration and Assessment Committee of the Board”;

• In order to facilitate the latest amendments to Appendix 14 “Code on Corporate Governance Practices” of the Listing Rules, the Board has agreed to amend “The Implementation Rules of the Remuneration and Assessment Committee of the Board” accordingly.

1. The proposal in relation to the convening of the 2011 Annual General Meeting.

(The above resolutions Nos. 1, 2, 3, 5, 6, 9 and 13 are required to be submitted to the 2011 Annual General Meeting of the Company for consideration.)

By Order of the Board Zhang Wenhui Chairman

Tianjin, the PRC 22 March 2012

As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Wenhui, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Zhong Huifang; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen.

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