Rego Interactive Co., Ltd — AGM Information 2021

Sep 27, 2021

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 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the “ EGM ”) 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, the People’s Republic of China (“ the PRC ”) on 15 October 2021 at 2:00 p.m. for the purpose of considering the resolutions as listed below:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the relevant announcements dated 25 August 2021 and 3 September 2021 (the “ Announcements ”).

As special resolutions:

1. To consider and approve the resolution for extending the validity period of the Company’s resolution in 2020 on Non-Public Issuance of A Shares for 12 months (that is, extending it from 7 September 2021 to 7 September 2022).

2. To consider and approve the resolution in relation to the extension of the validity period of the authorization granted to the Company’s Board of Directors and its authorized persons to handle the matters relating to the Company’s Non-Public Issuance of A Shares.

3. To consider and approve the proposed application for filling of issuance of the Debt Financing Plan:

   • 3.1 Issuance amount: Principal amount of not exceeding RMB500,000,000.

   • 3.2 Term: Not exceeding three years (three years inclusive).

   • 3.3 Determination of issuance price or interest rate: Interest to be determined at fixed interest rate through the result of issuance pricing and central allocation.

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• 3.4 Use of proceeds: Including but not limited to replenishing of working capital, construction of projects and debt repayment in accordance with relevant laws and regulations and requirements of regulatory authorities.

• 3.5 Source of funds for the repayment of principal and the payment of interests: The Company’s own funds and smooth operation of financing channels.

1. To consider and authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Debt Financing Plan:

   • (i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Debt Financing Plan and amendments thereto, and to adjust the specific terms for filing of issuance of the Debt Financing Plan, including but not limited to all matters relating to the filing of issuance of the Debt Financing Plan, such as issuance amount, issuance date, form of issuance, issuance arrangement, term of the issuance, issuance price or interest rate, whether in tranches and number of tranches, whether with sell back terms and redemption terms, rating arrangement, type of guarantee, principal and interest payments, use of proceeds and others;

   • (ii) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the filing of the issuance of the Debt Financing Plan, and handling with the reporting and filing procedures thereof;

   • (iii) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustment to relevant matters such as the specific proposal of the filing of the issuance of the Debt Financing Plan in accordance with the opinions of the regulatory authorities;

   • (iv) to fulfill the information disclosure obligations in a timely manner;

   • (v) to handle other matters in relation to the filing of the issuance of the Debt Financing Plan;

   • (vi) to specifically handle relevant matters and execution of relevant documents; and

   • (vii) the above authorization remains valid during the effective period of the notice of filing acceptance issued from Beijing Financial Assets Exchange (北京金融 資產交易所).

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1. To consider and approve the proposed application for registration and issuance of the Debt Financing Instruments of Non-financial Enterprises:

   • 5.1 Issuance size: Debt Financing Instruments of Non-financial Enterprises in the total principal amount of not exceeding RMB1,500,000,000 (total principal amount for each of the medium-term notes, rural village revival notes and equity contribution notes is not more than RMB500,000,000).

   • 5.2 Term: Not exceeding 10 years.

   • 5.3 Interest rate: Interest rate of the bonds shall be a fixed rate, and the issue rate is determined through book-building. Interest to be accounted for and paid on an annual basis.

   • 5.4 Use of proceeds: Including but not limited to repayment of debts of the Company, construction of projects and replenishment of working capital, and rural village revival notes will be used for projects construction in respect of village revival projects, debts repayment and replenishment of working capital; equity contribution notes will be used for capital increase, equity investment, payment of merger and acquisition price, repayment of loans for merger and acquisition and capital contribution for funds.

   • 5.5 Source of funds for the repayment of principal and the payment of interests: The Company’s operating income throughout the terms of the bonds and smooth operation of financing channels.

2. To consider and authorize the general manager office of the Company to be fully responsible for the matters relating to the issuance of the Debt Financing Instruments of Non-financial Enterprises:

   • (i) to the extent permitted by laws and regulations and based on market conditions and the needs of the Company, to decide on the specific plan of issuance of the Debt Financing Instruments of Non-financial Enterprises and amendments thereto, and to adjust the specific terms for the issuance of the Debt Financing Instruments of Non-financial Enterprises, including but not limited to all matters relating to the issuance the Debt Financing Instruments, such as issuance size, number of tranches, time of issuance, term of the issuance, interest rate, way of underwriting, type of guarantee, use of proceeds and others;

   • (ii) to be responsible for the revision, signing and reporting of contracts, agreements and related legal documents in connection with the application for the issuance of the Debt Financing Instruments of Non-financial Enterprises, and handling with the reporting and registration procedures thereof;

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• (iii) should there be any changes to the regulatory policies or market conditions, to make corresponding adjustment to relevant matters such as the specific proposal of the application for the issuance of the Debt Financing Instruments of Non-financial Enterprises in accordance with the opinions of the regulatory authorities;

• (iv) to fulfill the information disclosure obligations in a timely manner;

• (v) to handle other matters in relation to the issuance of the Debt Financing Instruments of Non-financial Enterprises;

• (vi) to specifically handle relevant matters and execution of relevant documents; and

• (vii) the above authorization remains valid during the effective period of the registration notice of issuance of the Debt Financing Instruments of Nonfinancial Enterprises.

(For details of the above resolutions, please refer to the Announcements)

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 27 September 2021

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 shares (the “ Shareholders ”) whose names appear on the register of members at 4:30 p.m. on 11 October 2021 will be entitled to attend the EGM. The holders of H shares of the Company (“ H Shares ”) are reminded that the register of members of the Company’s H Shares will be closed from 12 October 2021 to 15 October 2021, both days inclusive, during the period no transfer of H Shares will be effected. 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 11 October 2021. The holder of H Shares whose name appears on the register of members of the Company’s H Shares at 4:30 p.m. on 11 October 2021 or his/her proxy may attend the EGM by bringing his/her own identity card or passport.

• (2) Each Shareholder having the rights to attend and vote at the EGM 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 EGM. If more than one proxy is appointed by a Shareholder, such proxy shall only exercise his voting rights on a poll.

• (3) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the enclosed proxy form) to attend the EGM. 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. To be valid, the notarised power of attorney or other authority and the proxy form 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 EGM.

• (4) Shareholders or their proxies shall present proofs of their identities upon attending the EGM. Should a proxy be appointed, the proxy shall also present the form of proxy signed by the principal or his attorney.

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