Rego Interactive Co., Ltd — Regulatory Filings 2021

Dec 30, 2021

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)

CONNECTED TRANSACTION – PURCHASE AGREEMENT ON BURIED PIPE FOR SUPERFICIAL GEOTHERMAL ENERGY REGARDING THE HOUTAI PROJECT

The Board is pleased to announce that on 30 December 2021, the Board considered and approved the resolution in relation to the entering into of the Agreement between Jiayuan Kaichuang Company (a wholly-owned subsidiary of the Company) and Tianjin Environmental Investment, pursuant to which Jiayuan Kaichuang Company has agreed to pay to the Tianjin Environmental Investment the Cost according to the bidding documents regarding the licensed operation of the Houtai Project within three months after winning the bidding, and Tianjin Environmental Investment has agreed to transfer the property right of the Indoor Buried Pipes of the Houtai Project to Jiayuan Kaichuang Company.

As at the date of this announcement, Tianjin Infrastructure Construction is the ultimate holding company of the Company while Tianjin Environmental Investment is a direct and wholly-owned subsidiary of Tianjin Infrastructure Construction. Therefore, under Chapter 14A of the Listing Rules, Tianjin Environmental Investment is a connected person of the Company. Under Chapter 14A of the Listing Rules, the transaction contemplated under the Agreement constitutes connected transaction of the Company.

As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Agreement is greater than 0.1% but less than 5%, the transaction contemplated under the Agreement is only subject to the reporting and announcement requirements, but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

INTRODUCTION

Reference is made to the overseas regulatory announcement (the “ ORA ”) dated 27 October 2021 relating to the Company’s winning of the bid for Houtai Project. As disclosed in the ORA, the Company won the bidding for Houtai Project by means of public bidding on 26 October 2021. In accordance with the requirements of bidding documents regarding the licensed operation of the Houtai Project, the Company is required to establish a project company (Jiayuan Kaichuang Company) to invest in, construct and permit the operation of the Houtai Project.

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The Board is pleased to announce that on 30 December 2021, the Board considered and approved the resolution in relation to the entering into of the Agreement between Jiayuan Kaichuang Company (a wholly-owned subsidiary of the Company) and Tianjin Environmental Investment, pursuant to which Jiayuan Kaichuang Company has agreed to pay to the Tianjin Environmental Investment the Cost according to the bidding documents regarding the licensed operation of the Houtai Project within three months after winning the bidding, and Tianjin Environmental Investment has agreed to transfer the property right of the Indoor Buried Pipes of the Houtai Project to Jiayuan Kaichuang Company.

THE AGREEMENT

The principal terms of the Agreement are summarized below:

Parties: (a) Jiayuan Kaichuang Company; and

(b) Tianjin Environmental Investment.

Assets to be acquired: Phase I pre-buried pipes for superficial geothermal energy of supporting infrastructure facilities in Houtai District (“ Indoor Buried Pipes of the Houtai Project ”)

Cost and Payment Terms:

As agreed in the bidding documents regarding the licensed operation of the Houtai Project, the construction of the Indoor Buried Pipes of the Houtai Project has been completed by Tianjin Environmental Investment, the related investment and financial cost of which amounted to no more than RMB89,381,207 (subject to the amount to be approved by the third-party appraisal agency) (the “ Cost ”), which have been settled by Tianjin Environmental Investment in advance.

The aforesaid Cost was determined with reference to the terms of the bidding documents regarding the licensed operation of the Houtai Project and the cost and expenses incurred by the construction of the Indoor Buried Pipes of the Houtai Project which was reviewed by the third-party appraisal agency. The final amount of the Cost will be determined and approved after review by the third-party appraisal agency depending on the situation.

As the successful bidder of the Houtai Project, Jiayuan Kaichuang Company shall adopt the “purchase” method and pay the Cost to Tianjin Environmental Investment within three months after winning the aforesaid bid. From the date of the Agreement, the property right of the Indoor Buried Pipes of the Houtai Project shall be owned by Jiayuan Kaichuang Company. Jiayuan Kaichuang Company intends to use its own funds and external financing to pay for the Cost in cash.

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Payee’s Warranty:

Tianjin Environmental Investment shall ensure that the Indoor Buried Pipes of the Houtai Project meet the design requirements and quality standards.

REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT

As stated in the ORA, winning the bidding for Houtai Project is in line with the development strategy of the Company and beneficial to increase the principal operating income of the Company in the future, expand the market share of new energy cooling and heating business, which will have a positive impact on the future development of the Company.

Considering that Tianjin Environmental Investment has rich experience in the construction of buried pipes, etc., and according to the bidding documents regarding the licensed operation of the Houtai Project, Tianjin Environmental Investment has completed the construction of Indoor Buried Pipes of the Houtai Project and settled the Cost in advance, therefore Jiayuan Kaichuang Company has agreed to enter into the Agreement with Tianjin Environmental Investment.

The terms of the Agreement were determined after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) consider that the terms of the Agreement were entered into in the ordinary and usual course of business of the Group on normal commercial terms and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE PARTIES

The Company is principally engaged in the investment, construction, design, management, operation, technical consultation and auxiliary services of treatment facilities of sewage water, tap water and other types of water; design, construction, management, building and operation management of municipal infrastructures; license operation, technical consultation and auxiliary services of Southeastern Half Ring Urban Road of the Middle Ring of Tianjin City; development and operation of environmental protection technology and products; leasing of self-owned properties, etc. Tianjin Infrastructure Construction is the ultimate controlling company of the Company and the sole shareholder of TMICL (the controlling Shareholder of the Company), holding 100% equity interest in TMICL.

Jiayuan Kaichuang Company is a direct wholly-owned subsidiary of the Company. Its business scope includes heating services, R&D of emerging energy technologies, technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion, property management and cooling services.

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Tianjin Environmental Investment is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction, which is mainly engaged in the investment, consultation, planning and operation of urban infrastructure and its supporting public facilities projects, integrated development projects of urban parks and their surrounding areas, solid waste resource treatment projects, and elderly institutions projects with its own capital; the design, consultation, construction, management, maintenance and operation of ecological environment construction projects, green areas, parks and landscape projects; the design, management and operation of supporting facilities of green areas and parks projects; tender agency; project management; cost consultation; the development, consultation and service of solid waste resource treatment technology; sales of construction waste residue and building materials products; the collection, treatment and disposal of solid wastes; the production of construction waste residue and building materials products.

Tianjin Infrastructure Construction is principally engaged in the investment of its own funds in integrated development and renewal of sea and river, metro, urban highways and bridges, underground pipeline network, and urban environmental infrastructure; investment planning; corporate management consulting; market building and development services; leasing of self-owned properties; leasing of infrastructure, development, and operation public utilities; licensed operation of infrastructure and transfer of licensed business under government authorization; production, development and operation of building materials, decorative materials, electronic products (excluding automobiles); and construction investment consulting. As at the date of this announcement, the ultimate beneficial owner of Tianjin Infrastructure Construction is the Tianjin Municipal SASAC.

IMPLICATIONS OF THE LISTING RULES

As stated above, as at the date of this announcement, Tianjin Infrastructure Construction is the ultimate holding company of the Company while Tianjin Environmental Investment is a direct wholly-owned subsidiary of Tianjin Infrastructure Construction. Therefore, under Chapter 14A of the Listing Rules, Tianjin Environmental Investment is a connected person of the Company. Under Chapter 14A of the Listing Rules, the transaction contemplated under the Agreement constitutes connected transaction of the Company.

As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Agreement is greater than 0.1% but less than 5%, the transaction contemplated under the Agreement is only subject to the reporting and announcement requirements, but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Mr. Liu Yujun, the executive Director of the Company, and Mr. Gu Wenhui and Mr. Si Xiaolong, non-executive Directors of the Company, are connected with Tianjin Infrastructure Construction or TMICL and are considered unable to provide recommendation to the Board in their independent capacity, and therefore they have abstained from voting on the approval of the Agreement at the board meeting.

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DEFINITIONS

In this announcement, unless otherwise requires, the following terms shall have the following meanings:

“Agreement” the purchase agreement on the buried pipe for superficial geothermal energy regarding the Houtai Project which is intended to be entered into between Jiayuan Kaichuang Company and Tianjin Environmental Investment on 31 December 2021 in relation to the transfer of the property right of the Indoor Buried Pipes of the Houtai Project

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“Board”the board of Directors of the Company“Company”Tianjin Capital Environmental Protection Group Company Limited, ajoint stock limited company established in the PRC, whose A-sharesand H-shares are listed on the Shanghai Stock Exchange and theStock Exchange, respectively“connected person(s)” and“controlling shareholder(s)”have the same meaning as ascribed to it under the Listing Rules“Director(s)”the directors of the Company, including independent non-executivedirectors“Hong Kong”the Hong Kong Special Administrative Region of the PRC;“Houtai Project”Houtai Park 1# Energy Station Concession Project*（侯台公園1#能源站特許經營項目）, for details, please refer to the Company’s ORAdated 26 October 2021 on winning the bid for the Houtai Project“Listing Rules”the Rules Governing the Listing of Securities on the Stock Exchange“percentage ratio(s)”has the same meaning as ascribed to it under the Listing Rules, asapplicable to a transaction“PRC”the People’s Republic of China, excluding, for the purpose of thisannouncement, Hong Kong, the Macau Special AdministrativeRegion of the PRC and Taiwan“RMB”Renminbi, the lawful currency of the PRC“Share(s)”share(s) of nominal value of RMB1.00 each of the Company“Shareholder(s)”registered holder(s) of Shares“Stock Exchange”The Stock Exchange of Hong Kong Limited	”
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	ectedntrolli	person(s)” andng shareholder(s)”have the same meanin	g as ascribe	d to it under	the Listing	Rules
	ctor(s)g Kongtai Pro	the directors of the Cdirectors”the Hong Kong Speciaject”Houtai Park 1# Energ源站特許經營項目）, f	ompany, incl Administry Station Coor details, p	luding indeative Regioncession Please refer	pendent non of the PRroject*（侯to the Comp	n-executiveC;台公園1#能any’s ORA

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“Tianjin Infrastructure Tianjin Infrastructure Construction and Investment Group Company Construction” Limited (天津城市基礎設施建設投資集團有限公司), the ultimate controlling company of the Company and the sole shareholder of TMICL, holding 100% equity interest in TMICL “Tianjin Municipal State-owned Assets Supervision and Administration Commission SASAC” of Tianjin People’s Government, a Chinese government agency as defined in Rule 19A.04 of the Listing Rules “TMICL” Tianjin Municipal Investment Company Limited (天津市政投資 有限公司), the controlling shareholder of the Company, holding approximately 50.14% equity interest in the Company “Jiayuan Kaichuang Tianjin Jiayuan Kaichuang New Energy Technology Co., Ltd.* (天 Company” 津佳源開創新能源科技有限公司), a company incorporated in the PRC with limited liability and a direct wholly-owned subsidiary of the Company “Tianjin Environmental Tianjin Environmental Construction and Investment Company Investment” Limited (天津市環境建設投資有限公司), a company incorporated in the PRC with limited liability and a direct wholly-owned subsidiary of Tianjin Infrastructure Construction “%” percent

By order of the Board Liu Yujun Chairman

Tianjin, China 30 December 2021

As at the date of this announcement, the Board comprises three executive Directors: Mr. Liu Yujun, Ms. Wang Jing and Mr. Niu Bo; three non-executive Directors: Mr. Gu Wenhui, Mr. Si Xiaolong and Mr. Liu Tao; and three independent non-executive Directors: Mr. Xu Zhiming, Mr. Guo Yongqing and Ms. Lu Yingying.

• For identification purposes only

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