Beijing Yunji Technology Co., Ltd. — M&A Activity 2015

Sep 14, 2015

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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(Incorporated in Bermuda with limited liability) (Stock Code: 1196)

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF MANUREEN GROUP HOLDINGS LIMITED

THE AGREEMENT

On 12 September 2015, the Purchaser (a wholly-owned subsidiary of the Company) and the Vendors entered into the Agreement, pursuant to which the Purchaser has conditionally agreed to purchase, and the Vendors have conditionally agreed to sell, the Sale Shares and the Sale Loan at a cash consideration of HK$48,000,000. The Sale Shares will be sold free from all encumbrances together with all rights to any dividend or other distribution declared, made or paid after the date of the Agreement and represent the entire issued share capital of the Target, and the Sale Loan represents the shareholder’s loan owing by the Target Group to the Vendors at Completion and would be free from all encumbrances together with all rights attaching thereto as at the Completion Date.

The Purchaser has further agreed under the Agreement that it will procure the Target Group to repay approximately RMB30.4 million (equivalent to approximately HK$36.9 million) to Realord Technology (a company jointly owned by the Vendors) within 40 Business Days after the Completion Date.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisition exceeds 5% but less than 25%, the Acquisition constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements. The Vendors are Mr. Lin and Madam Su, both of whom are executive Directors. They also own 70% and 30% respectively of Manureen Holdings Limited, the controlling Shareholder. By reason of this, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements.

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A circular containing, among other things, (i) details of the Acquisition; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Acquisition; (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; (iv) the valuation report of the PRC Properties; (v) the notice convening the SGM; and (vi) other information as required under the Listing Rules, will be despatched to the Shareholders on or before 16 October 2015 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.

On 12 September 2015, the Purchaser (a wholly-owned subsidiary of the Company) and the Vendors entered into the Agreement, pursuant to which the Purchaser has conditionally agreed to purchase, and the Vendors have conditionally agreed to sell, the Sale Shares and the Sale Loan at a cash consideration of HK$48,000,000. Details of the Agreement are set out below.

THE AGREEMENT

Date

12 September 2015

Parties

• (i) Realord Manureen Financial Group Limited, a wholly-owned subsidiary of the Company, as the Purchaser;

• (ii) Mr. Lin, as a vendor; and

• (iii) Madam Su, as the other vendor.

As at the date of the Agreement, Mr. Lin and Madam Su are executive Directors and the ultimate joint beneficial owners (on the basis of 70:30) of Manureen Holdings Limited, the controlling Shareholder. As such, the Vendors are connected persons of the Company under the Listing Rules.

Assets to be acquired

Pursuant to the Agreement, the Purchaser has conditionally agreed to purchase, and the Vendors have conditionally agreed to sell, the Sale Shares and the Sale Loan. The Sale Shares, representing the entire issued share capital of the Target, will be sold free from all encumbrances together with all rights to any dividend or other distribution declared, made or paid after the date of the Agreement, The Sale Loan, representing the shareholder’s loan owing by the Target Group to the Vendors at Completion, will be sold free from all encumbrances together with all rights attaching thereto as at the Completion Date.

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The Purchaser shall not be obliged to purchase any of the Sale Shares and the Sale Loan unless the sale and purchase of the Sale Shares and the Sale Loan are completed simultaneously.

Consideration

The consideration for the Acquisition is HK$48,000,000, which shall be satisfied by the Purchaser to the Vendors in the following manner:

• (i) a refundable deposit of HK$17,000,000 payable by the Purchaser to the Vendors in cash on the fifth Business Day after the signing of the Agreement; and

• (ii) the balance of HK$31,000,000 payable by the Purchaser to the Vendors in cash upon Completion.

The consideration for the Acquisition has been arrived at after arm’s length negotiations between the Purchaser and the Vendors having taken into account (i) the unaudited consolidated net liabilities of the Target Group in the amount of approximately HK$20,000 as at 31 July 2015; (ii) the unaudited net liabilities of Realord Commerce in the amount of RMB12,000 (equivalent to approximately HK$14,580) as at 31 July 2015; (iii) the preliminary valuation of the PRC Properties of RMB57,600,000 (equivalent to approximately HK$69,984,000) as at 13 August 2015 carried out by an independent valuer; (iv) the face value of Sale Loan, which amounted to HK$11,847,005 as at the date of the Agreement; and (v) the amount of RMB30,492,504 (equivalent to approximately HK$37.0 million) which will be owed by Realord Commerce to Realord Technology (a company jointly owned by the Vendors) upon completion of the Target Group Property Reorganisation (the “ PRC Payment ”) (further details of which are set out in the paragraph headed “Business of the Target Group” under the section headed “Information on the Target Group” below).

In addition to the payment of the consideration for the Acquisition, it is a term of the Agreement that the Purchaser shall procure the Target Group to repay the PRC Payment to Realord Technology within 40 Business Days after Completion. The consideration for the Acquisition and the PRC Payment will be funded by internal resources of the Group. The Vendors undertakes to the Purchaser in the Agreement that the Vendors shall bear joint and several liabilities in respect of the performance of obligations by the Vendors under the Agreement.

Conditions precedent

Completion is conditional upon the satisfaction or waiver (as the case may be) of the following conditions:

• (i) the Vendors having obtained all necessary consents and approvals in respect of the Agreement and the transactions contemplated thereunder;

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• (ii) the Purchaser having obtained all necessary consents and approvals in respect of the Agreement and the transactions contemplated thereunder;

• (iii) the warranties given by the Vendors under the Agreement remaining true and accurate and not misleading, and there being no situation, facts or circumstances which constitute or may constitute any breach of warranties under the Agreement;

• (iv) the passing of the necessary resolution(s) by the Independent Shareholders at the SGM to be convened and held for approving the Agreement and the transactions contemplated thereunder;

• (v) the Purchaser having obtained a PRC legal opinion in respect of the transactions contemplated under the Agreement (including but not limited to the registration of the transfer of PRC Properties under condition (vii) below) issued by a firm of PRC lawyers appointed by the Purchaser, in such form and substance reasonably satisfactory to the Purchaser;

• (vi) the completion of the Target Group Property Reorganisation;

• (vii) the completion of the registration of the transfer of the PRC Properties in accordance with the terms of the sale and purchase agreement of the PRC Properties and Realord Commerce having been registered as the holder of the PRC Properties;

• (viii) the Purchaser having obtained a valuation report issued by a firm of independent professional valuers appointed by the Purchaser showing the valuation of the PRC Properties to be not less than RMB57,600,000 as at 13 August 2015, in such form and substance reasonably satisfactory to the Purchaser; and

• (ix) the Purchaser being satisfied with the results of the due diligence review on the assets, liabilities, operations and affairs of the Target Group to be carried out by the Company.

The Vendors shall use its best endeavours to procure the fulfilment of the conditions (i), (iii), (vi) and (vii) above. The Purchaser shall use its best endeavours to procure the fulfilment of the conditions (ii), (iv), (v), (viii) and (ix) above by the Long Stop Date and may in its absolute discretion at any time waive the conditions set out in (iii) and (ix) by notice in writing to the Vendors. Neither the Purchaser nor the Vendors may waive any of the conditions (i), (ii), (iv), (v), (vi), (vii) and (viii) above. If any of the above conditions have not been fulfilled or waived by the Purchaser (as the case may be) on or before the Long Stop Date, the Agreement shall cease and determine and neither party to the Agreement shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the Agreement.

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Completion

Completion shall take place on the third Business Day following the due fulfilment (or waiver if applicable) of the conditions precedent or such other date as the parties to the Agreement shall agree.

Upon Completion, the Target Group will become wholly-owned subsidiaries of the Company and the financial statements of the Target Group will be consolidated into the financial statements of the Group.

INFORMATION OF THE TARGET GROUP

Set out below are the group structure of the Target Group, the business of the Target Group and the financial information on the Target Group:

Group structure of the Target Group

The simplified charts below show in summary the group structure of the Target Group as at the date of this announcement:

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----- Start of picture text -----

70% 70%
Mr. Lin
30% 30%
Madam Su
Realord Technology Target
100%
Qianhai Meilin
PRC Properties
100%
Realord Commerce
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indirect holding
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The simplified charts below show in summary the group structure of the Target Group immediately after Completion:

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----- Start of picture text -----

Purchaser
100%
Target
100%
Qianhai Meilin
100%
Realord Commerce
PRC Properties
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Business of the Target Group

The Target was incorporated in Hong Kong with limited liability on 8 October 2010 and is an investment holding company, which is owned as to 70% by Mr. Lin and as to 30% by Madam Su. The Target has not carried out any business since its incorporation save for the investment in Qianhai Meilin in 2014.

Qianhai Meilin

Qianhai Meilin was established in the PRC with limited liability on 20 March 2014, principally engaged in finance lease and operating lease; acquisitions, disposals and maintenance of leased assets; guarantees and consultancy services for transactions involving leased assets; and consultancy services for project investment and asset management. Qianhai Meilin has commenced its business operation in May 2015. As a start up of its business, in May 2015 and August 2015 respectively, Qianhai Meilin has entered into the finance lease agreements with SZ Xiapu (a company jointly owned by the Vendors), details of which are set out below. Going forward, Qianhai Meilin will develop the finance leasing business in accordance with its business plan to focus on other customers.

On 18 May 2015, Qianhai Meilin and SZ Xiapu entered into the First Finance Lease Agreement, pursuant to which Qianhai Meilin has agreed to purchase some elevators from SZ Xiapu at a consideration of RMB3,418,000 (equivalent to approximately HK$4.15 million) and to lease back those elevators to SZ Xiapu for a term of 5 years with a total lease payments (including interest payments) of RMB4,919,329 (equivalent to approximately HK$5.98 million) repayable in 20 quarterly instalments. On 17 August 2015, Qianhai Meilin and SZ Xiapu entered into the Second Finance Lease Agreement,

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pursuant to which Qianhai Meilin has agreed to purchase some elevators from SZ Xiapu at a consideration of RMB2,651,300 (equivalent to approximately HK$3.22 million) and to lease back those elevators to SZ Xiapu for a term of 5 years with a total lease payments (including interest payments) of RMB3,815,862 (equivalent to approximately HK$4.64 million) repayable in 20 quarterly instalments.

The principal terms of the First Finance Lease Agreement and the Second Finance Lease Agreement are set out below:

(i) First Finance Lease Agreement

Lease period

5 years from the date on which the settlement of the consideration for the elevators is made pursuant to the First Finance Lease Agreement.

Lease payments

The aggregate lease payments payable by SZ Xiapu to Qianhai Meilin over the lease period is RMB4,919,329 (equivalent to approximately HK$5.98 million) (including interest payments) repayable in 20 quarterly instalments at an interest rate of 15% per annum. The lease payments were determined after arm’s length negotiations between Qianhai Meilin and SZ Xiapu with reference to, among other things, the consideration of the First Finance Lease Agreement and the prevailing market rate.

Ownership

During the lease period, the ownership of the elevators vests in Qianhai Meilin. Subject to SZ Xiapu having duly and fully performed all its obligations under the First Finance Lease Agreement, Qianhai Meilin will transfer the ownership of the elevators to SZ Xiapu at nil consideration upon the expiry of the First Finance Lease Agreement.

(ii) Second Finance Lease Agreement

Lease period

5 years from the date on which the settlement of the consideration for the elevators is made pursuant to the Second Finance Lease Agreement.

Lease payments

The aggregate lease payments payable by SZ Xiapu to Qianhai Meilin over the lease period is RMB3,815,862 (equivalent to approximately HK$4.64 million) (including interest payments) repayable in 20 quarterly instalments at an interest rate of 15% per annum. The lease payments were determined after arm’s length negotiations between Qianhai Meilin and SZ Xiapu with reference to, among other things, the consideration of the Second Finance Lease Agreement and the prevailing market rate.

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Ownership

During the lease period, the ownership of the elevators vests in Qianhai Meilin. Subject to SZ Xiapu having duly and fully performed all its obligations under the Second Finance Lease Agreement, Qianhai Meilin will transfer the ownership of the elevators to SZ Xiapu at nil consideration upon the expiry of the Second Finance Lease Agreement.

Realord Commerce

Realord Commerce was established in the PRC with limited liability on 4 July 2013, and has not carried out any business since its establishment save for the acquisition of the PRC Properties. The PRC Properties are offices located at units 309, 311 and 313, Huayangnian Funian Square, Futian Free Trade Zone, Shenzhen, the PRC, with a construction area of approximately 148.89 square metres, 154.72 square metres and 503.07 square metres respectively. On 28 August 2015, Realord Commerce entered into an agreement with Realord Technology, pursuant to which Realord Commerce agreed to acquire and Realord Technology agreed to sell the PRC Properties. Upon completion of the transfer of the PRC Properties, Realord Commerce shall owe Realord Technology an amount of RMB30,492,504 (equivalent to approximately HK$37.0 million).

Financial information of the Target Group

Target

Prior to the establishment of Qianhai Meilin by the Target in 2014, the Target has not carried out any business since its incorporation. The financial statements of Qianhai Meilin have been consolidated into the financial statements of the Target since 20 March 2014. Set out below are the financial information of the Target as extracted from its audited financial statements for the year ended 31 December 2013, its audited consolidated financial statements for the year ended 31 December 2014 and the unaudited consolidated management accounts of the Target for the period from 1 January 2015 to 31 July 2015, which were prepared in accordance with the Hong Kong Financial Reporting Standards:

	For the	For the	For the period
	year ended	year ended	from 1 January
	31 December	31 December	2015 to 31 July
	2013	2014	2015
	HK$	HK$	HK$
		(consolidated)	(consolidated)
Net (loss)/profit before
and after taxation	(31,930)	(46,723)	238,107

As at 31 July 2015, the unaudited consolidated net liabilities of the Target amounted to approximately HK$20,000.

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Realord Commerce

Realord Commerce has not carried out any business since its establishment save for the acquisition of the PRC Properties in August 2015. Set out below are the financial information of Realord Commerce as extracted from its unaudited financial statements for the years ended 31 December 2013 and 2014 and the unaudited management accounts of Realord Commerce for the period from 1 January 2015 to 31 July 2015:

				For the
	For the		For the	period from
	year ended		year ended	1 January 2015
	31 December	2013	31 December 2014	to 31 July 2015
	HK$ RMB		HK$ RMB	HK$ RMB
Net loss before and
after taxation	58	48	13,988 11,513	738 607

As at 31 July 2015, the unaudited net liabilities of Realord Commerce amounted to approximately RMB12,000 (equivalent to approximately HK$14,580).

REASONS FOR THE ACQUISITION

The Group is principally engaged in (i) commercial printing; (ii) manufacture and sale of hangtags, labels, shirt paper boards and plastic bags; (iii) sale and distribution of motor vehicle parts; (iv) provision of securities broking services; and (v) trading of electronic products and computer components.

As disclosed in the interim report of the Company for the six months ended 30 June 2015, the Directors would keep on exploring all potential opportunities to develop the businesses of the Group for the purpose of sustaining long term growth. The Directors are of the view that the Acquisition can diversify the business of the Group with the objective of broadening its sources of income.

On 23 January 2014, the Financial Industry Development and Service Office of Shenzhen Municipal People’s Government（深圳市人民政府金融發展辦公室）and the Economy, Trade and Information Commission of Shenzhen Municipality（深圳市 經濟貿易和信息化委員會）issued the Opinions on Promoting the Development of Financial Leasing Business in the Qianhai Bay Bonded Area（關於推進前海灣保稅 港區開展融資租賃業務的試點意見）(the “ Opinions* ”). The Opinions focus on three major areas including market access, customs policy and cross-border financing, which could help in the development of the finance leasing industry in the Qianhai Bay Bonded Area. According to the Opinions, financial leasing companies which are registered in the Qianhai Bay Bonded Area have preferential tax treatments and trade arrangements to facilitate its development and these financial leasing companies are encouraged to expand their financing channels through the introduction of cross-border RMB funds from financial institutions with RMB business in Hong Kong. The Directors are optimistic about the financial leasing industry in the PRC taking into account the PRC government’s supportive policy towards the financial leasing industry, particularly in the Qianhai Bay Bonded Area.

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Realord Technology acquired the PRC Properties from an independent third party at approximately RMB26.6 million (equivalent to approximately HK$32.3 million) in June 2012. Upon Completion, the Group will hold the PRC Properties and it is intended to use the PRC Properties as offices for the subsidiaries of the Company for their business operation in the PRC. As the PRC Properties are located in the developed area of Futian Free Trade Zone, the Directors believe that the PRC Properties would have sustainable capital value gain in the long run.

In view of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Agreement are fair and reasonable and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisition exceeds 5% but less than 25%, the Acquisition constitutes a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements. The Vendors are Mr. Lin and Madam Su, both of whom are executive Directors. They also own 70% and 30% respectively of Manureen Holdings Limited, the controlling Shareholder. By reason of this, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to reporting, announcement and Independent Shareholders’ approval requirements.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue, has been established to advise the Independent Shareholders in respect of the terms of the Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.

The voting in respect of the Acquisition at the SGM will be conducted by way of a poll. The Vendors and their respective associates are required to abstain from voting in respect of the resolution(s) approving the Agreement and the transactions contemplated thereunder at the SGM. As at the date of this announcement, the Vendors, through Manureen Holdings Limited, hold 783,337,518 Shares, representing approximately 67.87% of the issued share capital of the Company. Save for the aforesaid and to the best knowledge of the Company, as at the date of this announcement, no other Shareholder has material interest in the Acquisition and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Agreement and the transactions contemplated thereunder at the SGM.

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A circular containing, among other things, (i) details of the Acquisition; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Acquisition; (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition; (iv) the valuation report of the PRC Properties; (v) the notice convening the SGM; and (vi) other information as required under the Listing Rules will be despatched to the Shareholders on or before 16 October 2015 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.

DEFINITIONS

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

• “Acquisition” the proposed acquisition by the Purchaser of the Sale Shares and the Sale Loan from the Vendors pursuant to the terms and conditions of the Agreement

• “Agreement” the sale and purchase agreement dated 12 September 2015 and entered into between the Purchaser and the Vendors in relation to the Acquisition

• “associates” has the meaning ascribed thereto under the Listing Rules

• “Board” the board of Directors

• “Business Day(s)” any day (excluding Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “Company”

Realord Group Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1196)

• “Completion” completion of the Acquisition in accordance with the terms and conditions of the Agreement

• “Completion Date”

the third Business Day after the conditions precedent in the Agreement are fulfilled or waived (as the case may be) or such other date as the parties to the Agreement shall agree

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“connected person(s)”

has the meaning ascribed to thereto under the Listing Rules

• “Director(s)” the director(s) of the Company “First Finance Lease the finance lease agreement dated 18 May 2015 entered Agreement” into between Qianhai Meilin and SZ Xiapu in respect of the lease of some elevators from Qianhai Meilin to SZ Xiapu

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board the independent committee of the Board, comprising Committee” all the independent non-executive Directors, namely Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue, established to advise the Independent Shareholders in respect of the terms of the Agreement and the transactions contemplated thereunder

• “Independent Shareholder(s)” Shareholder(s) other than the Vendors and their respective associates and all other Shareholders who are interested in the Agreement and the transactions contemplated thereunder

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date” 31 December 2015, or such later date as the Vendors and the Purchaser may agree in writing

• “Madam Su” Madam Su Jiaohua, an executive Director and the spouse of Mr. Lin

• “Mr. Lin”

• Mr. Lin Xiaohui, an executive Director and the Chairman of the Company, the spouse of Madam Su

• “PRC” the People’s Republic of China which, for the purpose of this announcement excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• “PRC Properties” the properties located at units 309, 311 and 313, Huayangnian Funian Square, Futian Free Trade Zone, Shenzhen, the PRC

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• “Purchaser”

• “Qianhai Meilin”

• “Realord Commerce”

• “Realord Technology”

• “SGM”

• “Sale Loan”

• “Sale Shares”

• “Second Finance Lease Agreement”

• “Share(s)”

• “Shareholder(s)”

• Realord Manureen Financial Group Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

• 前海美林融資租賃(深圳)有限公司 (Qianhai Meilin Finance Leases (Shenzhen) Company Limited*), a company established in the PRC with limited liability and a member of the Target Group

• 深圳市偉祿商業控股有限公司 (Shenzhen Realord Commerce Holding Limited*), a company established in the PRC with limited liability and a member of the Target Group

• 深圳市偉祿科技控股有限公司 (Shenzhen Realord Technology Holding Limited*), a company established in the PRC with limited liability

• the special general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Agreement and the transactions contemplated thereunder

• the shareholder’s loan owing by the Target Group to the Vendors at Completion and all obligations, liabilities and debts owing or incurred by the Target Group to the Vendor on Completion whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion. As at the date of the Agreement, the Sale Loan amounted to approximately HK$11,847,005

• 10,000 shares in the Target, representing the entire issued share capital of the Target

• the finance lease agreement dated 17 August 2015 entered into between Qianhai Meilin and SZ Xiapu in respect of the lease of some elevators from Qianhai Meilin to SZ Xiapu

• ordinary share(s) of HK$0.1 each in the issued share capital of the Company

the holder(s) of the Shares

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“Stock Exchange” The Stock Exchange of Hong Kong Limited “SZ Xiapu” 深圳市夏浦光電技術有限公司 (Shenzhen Xiapu Photoelectricity Technology Co., Ltd*), a company established in the PRC with limited liability

“Target” Manureen Group Holdings Limited, a company incorporated in Hong Kong with limited liability

• “Target Group” the Target and its subsidiaries

• “Target Group Property the reorganisation of the ownership of the PRC Reorganisation” Properties prior to Completion, pursuant to which Realord Commerce will acquire the PRC Properties from Realord Technology, in such form as agreed between the Purchaser and the Vendors

• “Vendors” Mr. Lin and Madam Su “HK$” Hong Kong dollar(s), the lawful currency for the time being of Hong Kong

• “RMB” Renminbi, the lawful currency for the time being of the PRC

• “%” per cent.

In this announcement, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.215. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at all.

• The English translation of certain Chinese names or words in this announcement are included for reference purpose only and should not be regarded as the official English translation of such Chinese names or words.

By order of the Board Realord Group Holdings Limited Lin Xiaohui Chairman

Hong Kong, 13 September 2015

As at the date of this announcement, the executive Directors are Mr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong and the independent non-executive Directors are Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue.

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