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Beijing Yunji Technology Co., Ltd. M&A Activity 2016

Dec 30, 2016

50748_rns_2016-12-30_3dea7210-c078-4e79-bb31-ec5f80184a2f.pdf

M&A Activity

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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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock code: 1196)

(1) SUPPLEMENTAL AGREEMENT IN RELATION TO VERY SUBSTANTIAL ACQUISITION – THE ACQUISITION OF 60% OF THE ISSUED SHARE CAPITAL OF TOP EAGLE INTERNATIONAL TRADING LIMITED; AND (2) FURTHER DELAY IN DESPATCH OF CIRCULAR

Reference is made to (i) the announcement of Realord Group Holdings Limited (the “ Company ”) dated 5 September 2016 (the “ Announcement ”) in relation to the acquisition of 60% of the issued share capital of Top Eagle International Trading Limited; and (ii) the announcements of the Company dated 25 November 2016 and 12 December 2016 (the “ Delay Announcements ”) in relation to the delay in despatch of the circular. Capitalised terms used herein shall have the same meanings as defined in the Announcement and the Delay Announcements unless the context requires otherwise.

SUPPLEMENTAL AGREEMENT

Pursuant to the Acquisition Agreement, the conditions precedent to the Acquisition Agreement shall be fulfilled or waived by the Purchaser (as the case may be) on or before 31 December 2016 (or such later date as may be agreed by the parties to the Acquisition Agreement in writing). As additional time is required for the fulfillment of the conditions precedent to the Acquisition Agreement, on 30 December 2016, the Purchaser, the Vendor, the Company and the Guarantor entered into the supplemental agreement to the Acquisition Agreement to extend the long stop date to 28 February 2017 (or such later date as may be agreed by the parties to the Acquisition Agreement in writing).

Save for the aforementioned, all other terms and conditions of the Acquisition Agreement remain unchanged.

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As Completion is subject to fulfilment or waiver (as the case may be) of the conditions precedent to the Acquisition Agreement, the Acquisition may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

FURTHER DELAY IN DESPATCH OF CIRCULAR

As disclosed in the Delay Announcements, the Circular containing, among other things, (i) the details of the Acquisition Agreement; (ii) the financial information of the Group; (iii) the financial information of the Target Group; (iv) the unaudited pro forma financial information of the Enlarged Group assuming Completion takes place; (v) the notice convening the SGM; and (vi) other information as required under the Listing Rules was expected to be despatched to the Shareholders on or before 31 December 2016.

As additional time is required for the Company to compile information to be included in the Circular, the despatch date of the Circular is expected to be further postponed to a date on or before 25 January 2017.

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

Hong Kong, 30 December 2016

As at the date of this announcement, the executive Directors are Dr. 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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