Rego Interactive Co., Ltd — Capital/Financing Update 2021

Jul 2, 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)

ANNOUNCEMENT ON THE ADJUSTMENT TO ISSUE PRICE AND NUMBER OF SHARES TO BE ISSUED UNDER THE NON-PUBLIC ISSUANCE OF A SHARES

References are made to the announcement and overseas regulatory announcement of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) dated 13 July 2020, the circular dated 21 August 2020 (the “ Circular ”), the announcement on resolutions passed at the 2020 first extraordinary general meeting, the 2020 first H shareholders’ class meeting and the 2020 first A shareholders’ class meeting dated 7 September 2020, the announcements dated 28 August 2020, 29 September 2020 and 30 October 2020, the overseas regulatory announcements dated 17 November 2020 and 28 January 2021, the inside information announcement dated 28 January 2021 and the inside information announcement dated 30 March 2021 (the “ Announcement ”), in relation to, among other things, the Proposed Non-public Issuance of A Shares and the connected transaction in relation to the Proposed Subscription of A Shares by the Controlling Shareholder after the Adjustments. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular and the Announcement.

I. NON-PUBLIC ISSUANCE OF A SHARES

The resolution in relation to the Non-public Issuance of A Shares was considered and approved at the 32[nd] meeting of the eighth session of the Board held on 13 July 2020, and was considered and approved by the Independent Shareholders at the EGM and the Class Meetings held on 7 September 2020. At the 47[th] meeting of the eighth session of the Board held on 30 March 2021, the Board considered and approved the relevant resolutions in relation to the adjustments to the Plan of the Proposed Non-public Issuance of A Shares and the adjustments to the Proposed Introduction of Strategic Investor Subscription (the “ Adjustments ”).

As disclosed in the Circular, the Issue Price of the Non-public Issuance of A Shares is RMB5.56/Share, being not less than 80% of the average trading price of the Company’s A Shares for the 20 trading days preceding the Price Determination Date (i.e. 14 July 2020, being the announcement date of the resolution approving the Non-public Issuance of A Shares at the 32[nd] meeting of the eighth session of the Board of the Company) (the average trading price of A Shares for the 20 trading days preceding the Price Determination Date =the total turnover of A Shares over the 20 trading days preceding the Price Determination Date/the total trading volume of A Shares over the 20 trading days preceding the Price Determination Date); the number of shares to be issued shall be calculated by dividing the total amount of funds raised through the Non-public Issuance of A Shares by the final issue price, with the remainder of less than 1 share discarded, and the number of shares issued shall not exceed 30% of the total share capital of the Company prior to the Non-public Issuance of A Shares,

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that is, no more than 428,168,529 shares (including 428,168,529 shares). The Issue Price and the number of Shares to be issued under the Non-public Issuance of A Shares shall be adjusted accordingly in the event of ex-rights or ex-dividends matters such as distribution of dividend, bonus issuance and conversion of capital reserve into share capital of the Company during the period from the Price Determination Date to the date of the issuance. The final number of Shares to be issued shall be determined by the Board or its authorized persons under the authorization granted by the general meeting and the sponsor (lead underwriter) of this issuance according to the issuance plan approved by the CSRC.

As disclosed in the Announcement, after the Company made the Adjustments to the Plan for the Non-public Issuance of A Shares, the gross proceeds to be raised will not exceed RMB1.2 billion (inclusive). Pursuant to the Strategic Investor Subscription Agreement, the TMICL Subscription Agreement, the Agreement for Partial Termination on the Terms of the Strategic Investor Subscription Agreement and the Supplemental Agreement to the Strategic Investor Subscription Agreement entered into by the target subscribers and the Company, details of the subscription under the Non-public Issuance of A Shares are as follows:

No.Name of target subscriber1Yangtze Ecology2TMICLTotal	Number ofshares to besubscribed(shares)179,856,11535,971,223215,827,338	Proposedsubscriptionamount(RMB0’000)100,00020,000120,000

II. EQUITY DISTRIBUTION PLAN FOR THE YEAR 2020 AND ITS IMPLEMENTATION

At the 2020 Annual General Meeting of the Company held on 27 May 2021, the Shareholders considered and approved the resolution in relation to the 2020 profit distribution plan of the Company, pursuant to which the Company shall distribute a final dividend of RMB1.20 (tax inclusive) in cash for every 10 Shares (the “ 2020 Equity Distribution ”) to all Shareholders calculated based on the total number of 1,427,228,430 shares of the Company, which amounted to RMB171,267,411.60. The Company published announcements on the 2020 Equity Distribution on 1 April 2021 and 15 June 2021. The 2020 Equity Distribution of the Company was conducted on 30 June 2021. As at the date of this announcement, the 2020 Equity Distribution of the Company has been completed.

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III. ADJUSTMENTS TO THE ISSUE PRICE AND NUMBER OF SHARES TO BE ISSUED OF THE NON-PUBLIC ISSUANCE OF A SHARES

As the implementation of the 2020 Equity Distribution of the Company has been completed, the issue price and quantity of A Shares under the Non-public Issuance of A Shares will be adjusted as follows:

1. Adjustment to Issue Price

The issue price of the Non-public Issuance of A Shares is adjusted from RMB5.56 per share to RMB5.44 per share. The calculation is as follows:

Adjusted issue price = issue price before adjustment – cash dividend per share (tax inclusive)

= RMB5.56/share – RMB0.12/share

• = RMB5.44 per share

2. Adjustments to the Number of A Shares to be Issued and the Subscription

As stated in the Announcement, the number of A Shares to be issued under the Non-public Issuance of A Shares shall not exceed 215,827,338 A Shares and the total proceeds to be raised shall not exceed RMB1.2 billion (inclusive). As the issue price of the Non-public Issuance of A Shares has been adjusted and the total proceeds raised remain unchanged, the number of shares to be issued under the Non-public Issuance of A Shares is adjusted to not more than 220,588,234 shares. The calculation is as follows:

Adjusted = Total proceeds to be raised from the subscription before A Shares the adjustment/issue price after the adjustment Maximum = RMB1,200,000,000/(RMB5.44/share) number = 220,588,234 shares (the remainder of less than 1 share discarded) to be issued

Upon the adjustment made after the completion of the 2020 Equity Distribution, the specific number of new A Shares to be issued to each of the subscribers by the Company and the subscription amount are as follows:

No.Name of target subscriber1Yangtze Ecology2TMICLTotal	Number ofshares to besubscribed(shares)183,823,52936,764,705220,588,234	Proposedsubscriptionamount(RMB0’000)100,00020,000120,000

After the adjustment, the number of A Shares to be issued under the Non-public Issuance of A Shares did not exceed 30% of the total share capital of the Company before the Non-public Issuance of A Shares, i.e. not exceeding 428,168,529 Shares (including 428,168,529 Shares).

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Save for the above adjustments, there is no change in other matters concerning the Non-public Issuance of A Shares.

By order of the Board Liu Yujun Chairman

Tianjin, the PRC 2 July 2021

As at the date of this announcement, the Board comprises three executive Directors, namely 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, namely Mr. Di Xiaofeng, Mr. Guo Yongqing and Mr. Wang Xiangfei.

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