Rego Interactive Co., Ltd — Share Issue/Capital Change 2025

Apr 1, 2025

FF301

HKEX

香港交易所

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 March 2025

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Tianjin Capital Environmental Protection Group Company Limited

Date Submitted: 01 April 2025

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares		Type of shares	H			Listed on the Exchange (Note 1)		Yes
Stock code (if listed)	01065		Description	H Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		340,000,000			RMB	1		RMB	340,000,000
Increase / decrease (-)		0						RMB
Balance at close of the month		340,000,000			RMB	1		RMB	340,000,000
2. Class of shares	Ordinary shares		Type of shares	A			Listed on the Exchange (Note 1)		No
Stock code (if listed)	N/A		Description	A Shares
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		1,230,418,085			RMB	1		RMB	1,230,418,085
Increase / decrease (-)		0						RMB
Balance at close of the month		1,230,418,085			RMB	1		RMB	1,230,418,085

Total authorised/registered share capital at the end of the month: RMB 1,570,418,085

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II. Movements in Issued Shares and/or Treasury Shares

1. Class of shares	Ordinary shares		Type of shares	H		Listed on the Exchange (Note 1)		Yes
Stock code (if listed)	01065		Description	H Shares
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		340,000,000			0		340,000,000
Increase / decrease (-)		0			0
Balance at close of the month		340,000,000			0		340,000,000
2. Class of shares	Ordinary shares		Type of shares	A		Listed on the Exchange (Note 1)		No
Stock code (if listed)	N/A		Description	A Shares
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		1,230,418,085			0		1,230,418,085
Increase / decrease (-)		0			0
Balance at close of the month		1,230,418,085			0		1,230,418,085

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III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares		Ordinary shares		Type of shares		A			Listed on the Exchange (Note 1)			No
Stock code (if listed)				Description
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		Number of new shares issued during the month pursuant thereto (A1)	Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month	The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).	A Share Option Incentive Scheme: Share Options Granted for the First Time with Exercise Price RMB6.414 (after adjustment) and Reserved Share Options with Exercise Price RMB6.524 (after adjustment)	6,926,375	Cancelled		-3,467,584		3,458,791	0	0	3,458,791	3,458,791
General Meeting approval date (if applicable) 23 December 2020

Increase in issued shares (excluding treasury shares): 0 Ordinary shares A (AA1)

Decrease in treasury shares: 0 Ordinary shares A (AA2)

Total funds raised during the month from exercise of options: RMB 0

Remarks:

(1) Pursuant to the A Share Option Incentive Scheme as approved by the shareholders on 23 December 2020 (the "Scheme"): A total of 12,170,000 Share Options Granted for the First Time was granted by the Company, with the Date of Grant being 21 January 2021; a total of 1,348,000 Reserved Share Options was granted by the Company, with the Date of Grant being 21 December 2021.
(2) Upon approval by the Board on 22 February 2023, the Exercise Price for the Share Options Granted for the First Time after adjustments was adjusted to RMB6.72 per Share; a total of 2,165,500 Share Options Granted for the First Time was cancelled, and the number of Share Options Granted for the First Time was adjusted to 10,004,500.
(3) The First Exercise Period for the Share Options Granted for the First Time ended on 20 January 2024. The Share Options Granted for the First Time not fully exercised within the First Exercise Period (i.e. 3,334,792) were cancelled by the Company, and the number of Share Options Granted for the First Time was adjusted to 6,669,708. The Company has applied to the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for registration of matters relating to the cancellation.
(4) Upon approval by the Board on 29 June 2023, the Exercise Price for the Share Options Granted for the First Time after adjustments was adjusted to RMB6.58 per Share.
(5) Upon approval by the Board on 26 January 2024, the Exercise Price for the Reserved Share Options after adjustments was adjusted to RMB6.69 per Share; a total of 500,000 Reserved Share Options was cancelled, and the number of Reserved Share Options was adjusted to 848,000. Registration with the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for matters relating to the adjustment to the Exercise Price and the cancellation has been completed.

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(6) Upon approval by the Board on 14 March 2024, a total of 268,668 Share Options Granted for the First Time was cancelled, and the number of Share Options Granted for the First Time was adjusted to 6,401,040. Registration with the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for matters relating to the cancellation has been completed.

(7) Upon approval by the Board on 28 June 2024, the Exercise Price for the Share Options Granted for the First Time after adjustments was adjusted to RMB6.414 per Share; the Exercise Price for the Reserved Share Options after adjustments was adjusted to RMB6.524 per Share. Registration with the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for matters relating to the adjustment to the Exercise Price has been completed.

(8) The First Exercise Period for the Reserved Share Options ended on 20 December 2024. The Reserved Share Options not fully exercised within the First Exercise Period (i.e. 282,665) were cancelled by the Company, and the number of Reserved Share Options was adjusted to 565,335. The Company will apply to the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for registration of matters relating to the cancellation.

(9) Upon approval by the Board on 14 January 2025, a total of 40,000 Reserved Share Options was cancelled, and the number of Reserved Share Options was adjusted to 525,335. The Company will apply to the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for registration of matters relating to the cancellation.

(10) As the Exercise Conditions for the Third Exercise Period of the A Share Option Incentive Scheme have not been fulfilled, a total of 3,467,584 Share Options, comprising 3,204,914 Share Options Granted for the First Time and 262,760 Reserved Share Options, granted to the Participants but not yet exercised for the Third Exercise Period of the A Share Option Incentive Scheme were cancelled by the Company, and the number of Share Options Granted for the First Time and Reserved Share Options were adjusted to 3,196,126 and 262,575, respectively. The Company will apply to the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited for registration of matters relating to the cancellation.

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(B). Warrants to Issue Shares of the Issuer
Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
Not applicable
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
Not applicable
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(E). Other Movements in Issued Shares and/or Treasury Shares
Not applicable
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	0	Ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):	0	Ordinary shares A

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 4)

(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 5);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Nie Yanhong

Title: Director

(Director, Secretary or other Duly Authorised Officer)

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Notes

1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

3. "Identical" means in this context:

4. the securities are of the same nominal value with the same amount called up or paid up;

5. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
6. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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