Rego Interactive Co., Ltd — Regulatory Filings 2020

Dec 1, 2020

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

Notice of 2020 Second H Shareholders’ Class Meeting

NOTICE IS HEREBY GIVEN that the 2020 second H shareholders’ class meeting (the “ H Shareholders’ Class Meeting ”) 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, People’s Republic of China (“ the PRC ”) on 23 December 2020 (Wednesday) at 3:00 pm (or immediately after the conclusion of the 2020 second A shareholders’ class meeting of the Company to be held at the same place and on the same date) for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as these defined in the announcement dated 27 November 2020 in relation to the proposed adoption of A Share Option Incentive Scheme (“ the Announcement ”).

As Special Resolutions:

1. To consider and approve the 2020 Share Option Incentive Scheme (draft) of Tianjin Capital Environmental Protection Group Company Limited and its summary.

2. To consider and approve the Evaluation Methods in respect of the Implementation of the 2020 Share Option Incentive Scheme of Tianjin Capital Environmental Protection Group Company Limited.

3. To consider and approve the Administrative Measures in respect of the 2020 Share Option Incentive Scheme of Tianjin Capital Environmental Protection Group Company Limited.

4. To consider and authorize the Board to handle the matters related to the 2020 Share Option Incentive Scheme of Tianjin Capital Environmental Protection Group Company Limited.

For details of the above resolutions, please refer to the Announcement of the Company.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 2 December 2020

As at the date of this notice, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; two non-executive Directors: Mr. Gu Wenhui and Mr. Si Xiaolong; and three independent non-executive Directors: Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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Notes:

• (1) The holders of H shares (the “ H Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 17 December 2020 will be entitled to attend the H Shareholders’ Class Meeting. The register of members of the Company’s H Shares will be closed from 18 December 2020 to 23 December 2020 (both days inclusive). All transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 17 December 2020. 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 17 December 2020 or his/her proxy may attend the H Shareholders’ Class Meeting by bringing his/her own identity card or passport.

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

• (3) H Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed proxy form) to attend the H Shareholders’ Class Meeting. The proxy form shall be signed by the principal or his/her authorized person. In the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorization documents must be notarised by notary public.

Mr. Di Xiaofeng, an independent non-executive Director of the Company, has issued a proxy form for the Independent Director to solicit votes from Shareholders on the special resolutions in respect of the 2020 Share Option Incentive Scheme and related matters at the 2020 Second EGM, the 2020 Second A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting in accordance with the relevant PRC laws and regulations. If you would like to appoint Mr. Di Xiaofeng as your proxy to vote on your behalf at the H Shareholders’ Class Meeting on the special resolutions in respect of the A Share Option Incentive Scheme and related matters, please complete the proxy form of the independent non-executive Director (the “ Proxy Form of the Independent Director ”). On the contrary, if you would like to appoint any person other than Mr. Di Xiaofeng as your proxy to vote on your behalf at the H Shareholders’ Class Meeting on the special resolutions in respect of the A Share Option Incentive Scheme and related matters, you should duly fill in and return the proxy form and ignore the Proxy Form of the Independent Director. The report for seeking votes by Independent Directors prepared by Mr. Di Xiaofeng has also been published in the announcement of the Company dated 2 December 2020.

Please note that if you fill in and return the proxy form and the Proxy Form of the Independent Director at the same time, but give different voting instructions on the relevant resolutions on the proxy form and the Proxy Form of the Independent Director, the voting instructions you give on the Proxy Form of the Independent Director will be counted as your vote for or against the resolutions.

To be valid, the proxy form, Proxy Form of the Independent Director (if any) and notarised power of attorney or other authority must be deposited at the Company’s H Share registrar and transfer office, Hong Kong Registrars 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 H Shareholders’ Class Meeting.

• (4) H Shareholders or their proxies shall present proofs of their identities upon attending the H Shareholders’ Class Meeting. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his/her authorized person.

• (5) The H Shareholders’ Class Meeting is expected to last for about half a day. The Shareholders and their proxies attending the H Shareholders’ Class Meeting 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

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