Beijing Yunji Technology Co., Ltd. — Proxy Solicitation & Information Statement 2016

Jul 19, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Realord Group Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

MAJOR TRANSACTION IN RELATION TO THE FORMATION OF THE JV SECURITIES COMPANY

A notice convening the SGM to be held at 3:00 p.m. on Friday, 5 August 2016 at Capital Conference Services Limited at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be) or the poll concerned. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) or the poll concerned should you so wish.

20 July 2016

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Unaudited pro forma financial information of the Group
illustrating the effect of the Subscription. . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

DEFINITIONS

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

“Board”

the board of Directors

• “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)

“Co-Promoters”

• together, Guangdong Yuechai, Shenzhen Hongjin, Poly Property, Karl-Thomson and Eternal Pearl

• “CSRC”

the China Securities Regulatory Commission

• “Director(s)”

the director(s) of the Company

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

• “Eternal Pearl” Eternal Pearl Securities Limited, a company incorporated in Hong Kong which has agreed to subscribe for 10% of the equity interests in the JV Securities Company

“Group”

the Company and its subsidiaries

• “Guangdong Yuechai” 廣東粵財投資控股有限公司 (Guangdong Yuechai Investment Holdings Limited*), a company incorporated in the PRC which has agreed to subscribe for 40% of the equity interests in the JV Securities Company

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “JV Securities Company” 粵港證券股份有限公司 (Yuegang Securities Company Limited*), a company to be incorporated in the PRC

• “Karl-Thomson”

• Karl-Thomson Securities Company Limited, a company incorporated in Hong Kong which has agreed to subscribe for 10% of the equity interests in the JV Securities Company. It is a wholly-owned subsidiary of Hoifu Energy Group Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 0007)

• “Latest Practicable Date” 18 July 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

1

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Madam Su”	Madam Su Jiaohua, an executive Director and the spouse of Dr.
	Lin
“Manureen Holdings”	Manureen Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability and the controlling
	Shareholder, the issued shares of which are owned as to 70% by
	Dr. Lin and as to 30% by Madam Su
“Poly Property”	保利物業管理有限公司(Poly Property Management Company
	Limited*), a company incorporated in the PRC which has agreed
	to subscribe for 10% of the equity interests in the JV Securities
	Company. It is a wholly-owned subsidiary of Poly Real Estate
	Group Co., Ltd, the issued shares of which are listed on the
	Shanghai Stock Exchange (stock code: 600048)
“PRC”	the People’s Republic of China which, for the purpose of this
	circular, excludes Hong Kong, Macau Special Administrative
	Region and Taiwan
“Promoters”	Realord Manureen Securities and the Co-Promoters
“Promoters’ Agreement”	the promoters’ agreement dated 23 May 2016 entered into
	between Realord Manureen Securities and the Co-Promoters in
	relation to the formation of the JV Securities Company
“Realord Manureen	Realord Manureen Securities Limited, a company incorporated
Securities”	in Hong Kong with limited liability and an indirect wholly-owned
	subsidiary of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be convened and
	held for the Shareholders to consider and, if thought fit, approve,
	among other things, the Promoters’ Agreement, the Subscription
	and the transactions contemplated thereunder
“Share(s)”	ordinary share(s) of HK$0.1 each in the issued share capital of the
	Company
“Shareholder(s)”	the holder(s) of the Shares

2

DEFINITIONS

“Shenzhen Hongjin”	深圳市泓景投資有限公司(Shenzhen Hongjin Investment
	Company Limited*), a company incorporated in the PRC which
	has agreed to subscribe for 20% of the equity interests in the JV
	Securities Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription”	the proposed subscription of 350,000,000 shares of the JV
	Securities Company by Realord Manureen Securities pursuant to
	the terms and conditions of the Promoters’ Agreement
“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 circular, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.19. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at all.

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

3

LETTER FROM THE BOARD

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

Executive Directors: Dr. Lin Xiaohui Madam Su Jiaohua Mr. Lin Xiaodong

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors:

Mr. Yu Leung Fai Mr. Fang Jixin Dr. Li Jue

Head office and principal place of business in Hong Kong: Suites 2403-2410 24/F, Jardine House 1 Connaught Place Central, Hong Kong

20 July 2016

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE FORMATION OF THE JV SECURITIES COMPANY

INTRODUCTION

Reference is made to the announcement of the Company dated 23 May 2016 in relation to, among other things, the Promoters’ Agreement and the Subscription.

On 23 May 2016 (after trading hours of the Stock Exchange), Realord Manureen Securities (an indirect wholly-owned subsidiary of the Company) and the Co-Promoters had entered into the Promoters’ Agreement, pursuant to which the parties agreed to set up the JV Securities Company, a joint venture securities company to be established in Guangzhou Pilot Free Trade Zone, Nanshan area in the PRC, to carry out securities businesses in the PRC. Pursuant to the Promoters’ Agreement, upon establishment of the JV Securities Company, Realord Manureen Securities has agreed to subscribe for 350,000,000 shares of the JV Securities Company in cash, representing 10% equity interests thereof, at an aggregate subscription price of RMB350,000,000 (equivalent to approximately HK$416,500,000).

4

LETTER FROM THE BOARD

The Subscription constitutes a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to, among other things, the approval of the Shareholders.

The purpose of this circular is to provide you with, among other things, (i) information relating to the Promoters’ Agreement, the Subscription and the transactions contemplated thereunder; and (ii) a notice convening the SGM at which the Shareholders will consider and, if thought fit, approve the necessary resolution in respect of the Subscription, the Promoters’ Agreement and the transactions contemplated thereunder.

THE PROMOTERS’ AGREEMENT AND THE SUBSCRIPTION

Date

23 May 2016

Parties

• (i) 廣東粵財投資控股有限公司 (Guangdong Yuechai Investment Holdings Limited*), one of the Co-Promoters which has agreed to subscribe for 1,400,000,000 shares in the JV Securities Company, representing 40% of its equity interests;

• (ii) 深圳市泓景投資有限公司 (Shenzhen Hongjin Investment Company Limited*), one of the Co-Promoters which has agreed to subscribe for 700,000,000 shares in the JV Securities Company, representing 20% of its equity interests;

• (iii) Realord Manureen Securities Limited, an indirect wholly-owned subsidiary of the Company, which has agreed to subscribe for 350,000,000 shares in the JV Securities Company, representing 10% of its equity interests;

• (iv) 保利物業管理有限公司 (Poly Property Management Company Limited*), one of the Co-Promoters which has agreed to subscribe for 350,000,000 shares in the JV Securities Company, representing and hold 10% of its equity interests;

• (v) Karl-Thomson Securities Company Limited, one of the Co-Promoters which has agreed to subscribe for 350,000,000 shares in the JV Securities Company, representing 10% of its equity interests; and

• (vi) Eternal Pearl Securities Limited, one of the Co-Promoters which has agreed to subscribe for 350,000,000 shares in the JV Securities Company, representing 10% of its equity interests.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, all Co-Promoters and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

5

LETTER FROM THE BOARD

Subject matter

Pursuant to the Promoters’ Agreement, Realord Manureen Securities has agreed to subscribe for 10% of the registered share capital of the JV Securities Company. The JV Securities Company is proposed to be established in the Guangzhou Pilot Free Trade Zone, Nanshan area in the PRC in the form of a joint venture securities company by Realord Manureen Securities and the Co-Promoters.

Formation of the JV Securities Company

The JV Securities Company, once established, will be principally engaged in securities business in the PRC. Its proposed scope of business includes provision of securities brokerage services, securities underwriting and sponsor services, asset management, proprietary trading business, advising on securities investments, securities financing services and corporate finance advisory services.

The formation of the JV Securities Company shall be in compliance with all relevant laws, rules and regulations in the PRC and will proceed in two stages:

• Stage one: Seeking approval from the People’s Government of Guangdong Province and CSRC in relation to the formation of the JV Securities Company.

• Stage two: Upon obtaining the approval as required under stage one, a preparatory working committee will be formed to implement the establishment of the JV Securities Company in accordance with the requirements of CSRC, which include, among other things, subscription to the registered capital by each of the Promoters, completion of registration with relevant authorities in the PRC, obtaining the Securities and Futures Business License from CSRC and the establishment of the corporate governance and management policies and systems of the JV Securities Company.

The People’s Government of Guangdong Province has approved the formation of the JV Securities Company and the application for CSRC’s approval in relation to the formation of the JV Securities Company was filed in July 2016. It is expected that CSRC will take around 6 months for reviewing and granting the approval from the date of application. Upon obtaining the approval as required under stage one, the JV Securities Company is required to (i) complete the registration with relevant authorities in the PRC; and (ii) obtain the Securities and Futures Business License from CSRC in order to carry out its securities business. It is expected that the registration and application process will take around 1 month from the date of application/filing with relevant authorities in the PRC. Apart from the above, no other material licenses/permits are required for the JV Securities Company to obtain in order to carry out its securities business.

The proposed registered capital of the JV Securities Company will amount to RMB3.5 billion (equivalent to approximately HK$4.165 billion) comprising 3,500,000,000 shares of the JV Securities Company. The amount of registered capital has been determined among the Promoters with reference to the planned scale of operation and capital needs of the JV Securities Company. Having taken into account the intended level of operation of the JV Securities Company, the Promoters consider the amount of proposed registered capital for the JV Securities Company will give it adequate financial resources to develop its competitive edge in the industry and strong capital base to cover possible market risk that may be caused by short term market volatility in the future.

6

LETTER FROM THE BOARD

The Promoters will contribute capital in cash to the JV Securities Company in proportion to their respective equity interests as agreed in the Promoters’ Agreement. Realord Manureen Securities’s portion is 350,000,000 shares, representing 10% equity interests in the JV Securities Company, at an aggregate subscription price of RMB350,000,000 (equivalent to approximately HK$416,500,000).

The obligations of the Promoters to contribute towards the registered capital of the JV Securities Company shall become unconditional after the necessary approvals by the PRC authorities including CSRC for the establishment of the JV Securities Company has been obtained. Payment by each of the Promoters shall be made within 10 days of the written notice of payment from the preparatory working committee as aforesaid mentioned. In the event that any Promoter shall fail to make its capital contribution to the JV Securities Company within the prescribed 10 days’ period, a reminder notice in writing will be sent by the preparatory working committee to such party. And if such party shall continue to default on its obligation on capital contribution to the JV Securities Company in the 5 days after the serving of the reminder notice from the preparatory working committee on it, its right to subscribe to the registered capital of the JV Securities Company will cease and the non-defaulting parties to the Promoters’ Agreement will decide on the treatments on the unsubscribed portion of shares in the JV Securities Company. Pursuant to the terms of the Promoters’ Agreement, the defaulting party shall compensate the non-defaulting parties for any costs, expenses, liabilities or losses incurred by them as a result of its breach of the Promoters’ Agreement.

Pursuant to the terms of the Promoters’ Agreement, save for the capital contributions to be made to the JV Securities Company or, in the event that approval for the formation of the JV Securities Company is not obtained ultimately, the share of the costs and expenses that may be incurred in the process of application for the establishment of the JV Securities Company, there shall be no other capital contribution or obligation to advance any loan to the JV Securities Company by the Promoters before or upon its establishment.

If the application for the establishment of the JV Securities Company is terminated or is not approved by CSRC, or any parties to the Promoters’ Agreement is considered to be not fit to be a shareholder of a securities company under the laws, rules and regulations in the PRC, the Promoters’ Agreement shall cease and determine and none of the parties to the Promoters’ Agreement shall have any obligations towards the other parties.

Funding of the Subscription

The Directors intend that the Subscription shall be funded by borrowings from financial institutions and/or other financing alternatives that may be obtained by the Group for this purpose. The Group currently intends to finance the Subscription by borrowings from financial institutions with the pledge of certain unencumbered properties held by the Group in the PRC (the “ PRC Properties ”) and is actively negotiating with certain financial institutions to obtain the necessary facilities. As at the Latest Practicable Date, the Group has received a preliminary letter of intent from an independent financial institution in the PRC indicating that it will provide a facility of RMB500 million with a term of 5 years. The Directors expect that negotiation on the detailed terms of the facilities, including the loan amount, term of the loan, security required and repayment terms, with the said financial institution will be finalised shortly. Given the negotiation status as at the Latest Practicable Date, the Directors are confident that the facilities from the said financial institution is likely to be made available to the Group in or about mid September 2016. In the unlikely event that no facilities is obtained from any financial

7

LETTER FROM THE BOARD

institutions, the Company will seek other financing alternative to finance the Subscription, which is shareholders’ loans from Manureen Holdings. Manureen Holdings has verbally confirmed that it is able to provide financial support to the Company. Manureen Holdings advised the Company that it is willing to finance the Subscription by way of provision of shareholders’ loans if the Company is unable to obtain necessary facilities from financial institutions for the Subscription. In light of this and barring unforeseen circumstances, the Directors do not expect that it would be necessary to finance the Subscription out of equity fund raisings.

Shareholders’ attention is drawn to the paragraph headed “Working capital” under the section headed “Financial effects of the Subscription” below and the section headed “Working capital” in Appendix I to this circular which provides further information on the working capital requirement of the Group as a result of the Subscription.

INFORMATION ON THE CO-PROMOTERS

Guangdong Yuechai is an investment holding company incorporated in the PRC and its group is principally engaged in capital and asset management, investment in science and technology and industrial business, and corporate restructuring and merger and acquisition advisory services.

Shenzhen Hongjin is an investment company incorporated in the PRC and is principally engaged in investment in technology related business.

Poly Property is a company incorporated in the PRC and is principally engaged in property

management.

Karl-Thomson is a company incorporated in Hong Kong with limited liability and is a licensed corporation to conduct Type 1 (dealing in securities) and Type 9 (asset management) regulated activities under the SFO.

Eternal Pearl is a company incorporated in Hong Kong with limited liability and is a licensed corporation to conduct Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) regulated activities under the SFO.

ROLES OF THE PROMOTERS

Preparation work for the establishment of the JV Securities Company will be done through the preparatory working committee as mentioned in the paragraph headed “Formation of the JV Securities Company” under the section headed “The Promoters’ Agreement and the Subscription” above. As agreed in the Promoters’ Agreement, Guangdong Yuechai will assume the leading role in the preparation for the establishment of the JV Securities Company, and the other Promoters (including Realord Manureen Securities) will participate in the preparation work. The preparatory working committee shall comprise 7 members, 2 of whom will be nominated by Guangdong Yuechai and each of the other Promoters shall have the right to nominate 1 member.

8

LETTER FROM THE BOARD

Upon formation of the JV Securities Company, the Promoters (including Realord Manureen Securities), after payment of their respective amount of capital, will become the shareholders of the JV Securities Company and enjoy the rights and benefits, as well as to bear the liability, of the JV Securities Company as shareholders. The equity interests held by each shareholder of the JV Securities Company will rank pari passu with that held by the other shareholders in terms of distribution of profit, voting, return of capital, subject to the applicable laws and the memorandum and articles of association of the JV Securities Company.

It is anticipated that the composition of the board of directors (subject to approval/confirmation by CSRC) of the JV Securities Company will be identical to the preparatory working committee. The board of directors of the JV Securities Company will be responsible for its management and decision making. Realord Manureen Securities will be involved in the management and operation of the JV Securities Company through the board representation. As at the Latest Practicable Date, the Company has not decided on who will be appointed as its nominated person to aforesaid preparatory working committee or to the board of the directors of the JV Securities Company.

FINANCIAL EFFECTS OF THE SUBSCRIPTION

Assets and liabilities

The Subscription, when materialised, will be accounted for as an equity investment in the Group’s financial statements. Taking into account the intention of the Directors to fund the Subscription amounting to RMB350,000,000 (equivalent to approximately HK$416,500,000) by borrowings, as set out in the unaudited pro forma financial information of the Group in Appendix II to this circular, had the Subscription been completed on 31 December 2015, the total assets of the Group would have been increased by approximately HK$415.0 million from approximately HK$1,137.0 million as at 31 December 2015 to approximately HK$1,552.0 million (after accounting for the related transaction costs and expenses of the Subscriptions) and the total liabilities of the Group would have been increased by approximately HK$416.5 million from approximately HK$282.6 million as at 31 December 2015 to approximately HK$699.1 million. The gearing ratio of the Group, calculated as total interest-bearing borrowings divided by total equity, will be increased as a result of the borrowings to be raised by the Company for the funding of the Subscription.

Earnings

Except for the transaction costs and expenses of approximately HK$1.5 million relating to the Subscription and the Promoters’ Agreement, it is not expected that there will be any material effect arising from the Subscription on the earnings of the Group for the current year.

Working capital

As described in the section headed “Funding of the Subscription” above, the Company intends to finance the Subscription by borrowings from financial institutions and/or other financing alternatives that may be obtained by the Group. The Group has the PRC Properties which are unencumbered. As the Group is still in the process of obtaining the necessary financing facilities for the Subscription, no facilities letter from any financial institutions or Manureen Holdings existed as at the Latest Practicable Date for use of such purpose. Accordingly, the sufficiency of working capital of the Group is subject to the availability and timing of the facilities from financial institutions and/or other financing alternatives made available to the Group.

9

LETTER FROM THE BOARD

Pursuant to the terms of the Promoters’ Agreement, the obligation of Promoters to contribute towards the registered capital of the JV Securities Company shall become unconditional after the necessary approvals by the PRC authorities including CSRC for the establishment of the JV Securities Company has been obtained. The timing of the capital contributions by the Promoters to the JV Securities Company is more particularly described in the paragraph headed “Formation of the JV Securities Company” under the section headed “The Promoters’ Agreement and the Subscription” above. The Promoters’ Agreement further provides that any party failing to make its part of capital contribution to the JV Securities Company shall be in breach of the Promoters’ Agreement and shall compensate all other non-defaulting parties for any costs, expenses, liabilities or losses incurred by the latter as a result of the breach of the Promoters’ Agreement by the former. In the unlikely event that the Company shall not able to obtain the necessary financing through borrowings and/or other financing alternatives, such that it shall breach its payment obligations under the Promoters’ Agreement, it might be liable to pay compensations to the other parties as provided in the Promoters’ Agreement, which amount cannot be ascertained presently and, if and only if it would happen, it would be subject to the claims by the other parties and the mitigation measures that might be taken by Realord Manureen Securities. Nevertheless, in the scenario where the Group shall fail to complete the Subscription and is unable to finance the payment of the compensation claimed by the other parties to the Promoters’ Agreement, if any, the Group may not have sufficient working capital for its present requirements.

Notwithstanding the lack of confirmations from the relevant financial institutions confirming the availability of the borrowing facilities for the Subscription as at the Latest Practicable Date, given that the Group has available to it the unencumbered PRC Properties to support the financing being sought for the Subscription and the merits of the Subscription, the Directors believe that the Group shall be able to obtain support from financial institutions for the Subscription. On the aforesaid basis, the Directors are of the opinion that after taking into account the Group’s internal resources, the currently available banking and other potential borrowing facilities, and the preliminary positive indication of interest of certain financial institutions to provide financing for the Subscription, in the absence of unforeseen circumstances, the Group will have sufficient working capital for its present requirements for at least the next twelve months from the date of this circular.

Shareholders’ attention is drawn to the section headed “Working capital” in Appendix I to this circular which provides further information on the working capital requirement of the Group as a result of the Subscription.

REASONS FOR THE SUBSCRIPTION

The Group is principally engaged in (i) commercial printing; (ii) manufacture and sale of hangtags, labels, shirt paper boards and plastic bags; (iii) distribution and sales of motor vehicle parts; (iv) provision of securities brokerage services and margin financing; and (v) trading of electronic products, computer equipment and consumer products; and (vi) property investment.

Realord Manureen Securities is a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company. It is principally engaged in the provision of securities broking services and margin financing and is a corporation licensed to conduct Type 1 (dealing in securities) regulated activity under the SFO.

10

LETTER FROM THE BOARD

The Group strikes to explore new opportunities to develop its business and has commenced to engage in the securities brokerage business since May 2015. Through the formation of the JV Securities Company and cooperation between Realord Manureen Securities and the Co-Promoters, the Group could tap into the securities business in the PRC which it considers as a strictly regulated industry. There are certain requirements for a sino-foreign joint venture company to be able to engage in the securities business in the PRC including but not limited to the obtaining of the Securities and Futures Business License from CSRC and fulfilment of other regulatory requirements from relevant authorities. Accordingly, the Board believes that upon successful establishment of the JV Securities Company, the Group will benefit from the development of the securities business of the JV Securities Company and the synergies to be generated from the experience and resources of Realord Manureen Securities and the CoPromoters. The Board is of the view that the Subscription, when materialised, represents a valuable investment opportunity for the Group to expand its securities services business and to enable the Group to exchange its business network and relationship in the PRC, and hence to gain a foothold in the PRC market.

In view of the above, the Directors consider that the terms of the Promoters’ Agreement are fair and reasonable and that the Subscription is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The Subscription constitutes a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to, among other things, the approval of the Shareholders.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, no Shareholder has a material interest in the Subscription and accordingly, no Shareholder is required to abstain from voting at the SGM to be convened for the approval of the Promoters’ Agreement, the Subscription and the transactions contemplated thereunder. The voting in respect of the Subscription and the Promoters’ Agreement at the SGM will be conducted by way of poll.

Manureen Holdings, being the controlling Shareholder and interested in 783,337,518 Shares (representing approximately 67.91% of the issued Shares as at the Latest Practicable Date), has given its written approval for the Subscription.

11

LETTER FROM THE BOARD

SGM

The SGM will be held at 3:00 p.m. on Friday, 5 August 2016 at Capital Conference Services Limited at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong for the Shareholders to consider and, if thought fit, approve the Promoters’ Agreement, the Subscription and the transactions contemplated thereunder.

The notice of the SGM is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be) or the poll concerned. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) or the poll concerned should you so wish.

GENERAL

As the completion of the Promoters’ Agreement and the transactions contemplated thereunder is subject to, among other things, the approval by CSRC and other relevant regulatory authorities in the PRC, the transactions may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

RECOMMENDATION

The Directors consider the terms of the Promoters’ Agreement are fair and reasonable and that the Subscription is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Promoters’ Agreement, the Subscription and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of

Realord Group Holdings Limited Lin Xiaohui Chairman

12

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the year ended 31 March 2014, for the nine months ended 31 December 2014 and for the year ended 31 December 2015 respectively are disclosed in the following documents which have been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.realord.com.hk):

• (i) annual report of the Company for the year ended 31 March 2014 published on 23 July 2014 (pages 30 to 126), which can be accessed via the link at

• http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0723/LTN20140723003.pdf;

• (ii) annual report of the Company for the nine months ended 31 December 2014 published on 10 April 2015 (pages 26 to 128), which can be accessed via the link at

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0410/LTN20150410003.pdf; and

• (iii) annual report of the Company for the year ended 31 December 2015 published on 15 April 2016 (pages 36 to 144), which can be accessed via the link at

• http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0415/LTN20160415229.pdf.

2. STATEMENT OF INDEBTEDNESS

As of the close of business on 31 May 2016, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding bank borrowings and shareholder’s loan of approximately HK$161,860,000 and HK$250,930,000 respectively. The bank borrowings were secured by the corporate guarantees issued by the Company and are secured by the pledge of certain investment properties. The shareholder’s loan was unsecured and unguaranteed.

Save as disclosed above and apart from intra-group liabilities and normal trade payables, the Group did not have, as at the close of business on 31 May 2016, any loan capital, issued and outstanding or agreed to be issued, bank overdrafts, loans, charges, debentures or other similar indebtedness, liabilities under acceptances (other than normal trade bills), acceptance credits, mortgages, hire purchase or finance lease commitments, guarantees or other material contingent liabilities.

I-1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. WORKING CAPITAL

As described in the section headed “Funding of the Subscription” in the Letter from the Board to this circular, the Company intends to finance the Subscription by borrowings from financial institutions and/or other financing alternatives that may be obtained by the Group. The Group has the PRC Properties which are unencumbered. The aggregate book value of the PRC Properties as at 24 June 2016 amounted to approximately HK$559,000,000. The Group currently intends to finance the Subscription by borrowings from financial institutions with the pledge of the PRC Properties. The Group is actively negotiating with certain financial institutions to obtain the necessary facilities. As at the Latest Practicable Date, the Group has received a preliminary letter of intent from an independent financial institution in the PRC indicating that it will provide a facility of RMB500 million with a term of 5 years. The Directors expect that negotiation on the detailed terms of the facilities, including the loan amount, term of the loan, security required and repayment terms, with the said financial institution will be finalised shortly. Given the negotiation status as at the Latest Practicable Date, the Directors are confident that the facilities from the said financial institution is likely to be made available to the Group in or about mid September 2016. In the unlikely event that no facilities is obtained from any financial institutions, the Company will seek other financing alternative to finance the Subscription, which is shareholders’ loans from Manureen Holdings. Manureen Holdings has verbally confirmed that it is able to provide financial support to the Company. Manureen Holdings advised the Company that it is willing to finance the Subscription by way of provision of shareholders’ loans if the Company is unable to obtain necessary facilities from financial institutions for the Subscription.

As the Group is still in the process of obtaining the necessary financing facilities for the Subscription, no facilities letter from any financial institutions or Manureen Holdings existed as at the Latest Practicable Date for use of such purpose. Accordingly, the sufficiency of working capital of the Group is subject to the availability and timing of the facilities from financial institutions and/or other financing alternatives made available to the Group.

Pursuant to the terms of the Promoters’ Agreement, the obligation of Promoters to contribute towards the registered capital of the JV Securities Company shall become unconditional after the necessary approvals by the PRC authorities including CSRC for the establishment of the JV Securities Company has been obtained. The timing of the capital contributions by the Promoters to the JV Securities Company is more particularly described in the paragraph headed “Formation of the JV Securities Company” under the section headed “The Promoters’ Agreement and the Subscription” in the Letter from the Board to this circular. The Promoters’ Agreement further provides that any party failing to make its part of capital contribution to the JV Securities Company shall be in breach of the Promoters’ Agreement and shall compensate all other non-defaulting parties for any costs, expenses, liabilities or losses incurred by the latter as a result of the breach of the Promoters’ Agreement by the former. In the unlikely event that the Company shall not able to obtain the necessary financing through borrowings and/or other financing alternatives, such that it shall breach its payment obligations under the Promoters’ Agreement, it might be liable to pay compensations to the other parties as provided in the Promoters’ Agreement, which amount cannot be ascertained presently and, if and only if it would happen, it would be subject to the claims by the other parties and the mitigation measures that might be taken by Realord Manureen Securities. Nevertheless, in the scenario where the Group shall fail to complete the Subscription and is unable to finance the payment of the compensation claimed by the other parties to the Promoters’ Agreement, if any, the Group may not have sufficient working capital for its present requirements.

Notwithstanding the lack of confirmations from the relevant financial institutions confirming the availability of the borrowing facilities for the Subscription as at the Latest Practicable Date, given that the Group has available to it the unencumbered PRC Properties to support the financing being sought for the Subscription and the merits of the Subscription, the Directors believe that the Group shall be able to obtain support from financial institutions for the Subscription. On the aforesaid basis, the Directors are of the opinion that after taking into account the Group’s internal resources, the currently available banking and other potential borrowing facilities, and the preliminary positive indication of interest of certain financial institutions to provide financing for the Subscription, in the absence of unforeseen circumstances, the Group will have sufficient working capital for its present requirements for at least the next twelve months from the date of this circular.

I-2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. FINANCIAL AND TRADING PROSPECTS

Following completion of the Subscription, the Group will continue to be engaged in its existing business segments, including (i) commercial printing; (ii) hangtag businesses; (iii) distribution and sales of motor vehicle parts; (iv) provision of securities brokerage services and margin financing; (v) trading of electronic products, computer equipment and consumer products; and (vi) property investment.

The operating environment of the commercial printing and hangtag businesses will continue to be competitive in the coming years. The Group shall strengthen its business development team to achieve sales growth and increase market share. Given the intense competition in the commercial printing business, the Group shall pass the inflating operational cost to its customers. Due to the slowdown of economic growth, the operating environment of hangtag business will continue to be difficult and the Board foresees that customers’ demand for hangtags labels, shirt paper boards and plastic bags would remain sluggish.

The Group has commenced motor vehicle parts business in Hong Kong since October 2014. The Group is in the process of setting up the PRC operations of motor vehicle parts business in Guangzhou and expects that it will effectively contribute to the business expansion of the sales and distribution of motor vehicle parts business. To this end, the Group is sourcing different brands of motor vehicle parts suppliers in order to broaden the variety of products offered to its customers.

The Group will continue to explore new real estate development and property investment opportunities. Subsequent to the publication of the annual report of the Company for the year ended 31 December 2015, Virtue Summit Ventures Limited (an indirect wholly-owned subsidiary of the Company) as the purchaser, and Ms. Hung Hsin Hui as the vendor, had entered into a sale and purchase agreement dated 24 March 2016 in relation to the acquisition of the entire issued share capital of Citibest Global Limited and its shareholder’s loan owed to Ms. Hung Hsin Hui at completion (if any) at a cash consideration of RMB238,000,000 (details of which were disclosed in the announcement of the Company dated 24 March 2016). Completion of this sale and purchase agreement took place on 24 June 2016. The principal assets of Citibest Global Limited and its wholly-owned subsidiary comprise the properties situated at 深圳市寶安區觀瀾鎮福民社區茜坑工業區 (Qiankeng Industrial Zone, Fumin Community, Guanlan Town, Baoan District, Shenzhen*) in the PRC. The Company intends to hold the properties for investment purpose.

The Group has commenced the business in the provision of securities brokerage services and margin financing business since May 2015 through its wholly-owned subsidiary, Realord Manureen Securities. The Board believes that the participation in the securities brokerage industry could diversify the existing businesses of the Group. Besides, the commencement of margin financing business as an additional type of financial service provided to customers can further strengthen the market position of Realord Manureen Securities. The Board believes the upcoming launch of the Shenzhen-Hong Kong Stock Connect Scheme will stimulate the stock markets in Shenzhen and Hong Kong and may enhance liquidity and trading volume of the stocks which may have positive effects on the Group’s securities business.

I-3

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group completed the acquisition of Manureen Group Holdings Limited, in which its whollyowned subsidiary, 前海美林融資租賃（深圳）有限公司 (Qianhai Meilin Finance Leases (Shenzhen) Company Limited) is licensed to conduct business in finance lease and operating lease businesses in the PRC, in November 2015. The Board intends to develop the finance lease business in the PRC through the aforesaid acquisition and enjoy the supportive government policy towards the finance leasing industry in the PRC, in particular the Qianhai Bay Bonded Area. The Board expects that there will be potential business opportunities for the development of the Group’ s finance leasing business in Qianhai through its indirect wholly-owned subsidiary, 前海美林融資租賃（深圳）有限公司 (Qianhai Meilin Finance Leases (Shenzhen) Company Limited).

Upon completion of the Subscription, the Directors believe that the Group could tap into the securities business in the PRC and would benefit from its cooperation with the Co-Promoters through its investment in the JV Securities Company. The Directors believe that the Group will be benefited from the synergies to be generated from the experience and resources of Realord Manureen Securities and the CoPromoters. In addition, through the development of business network, the Group would be able to further expand its securities services business and strengthen its competitiveness in the PRC market.

The Group will also keep on exploring potential opportunities to develop its businesses for the purpose of sustaining long term growth. On 9 May 2016, the Company and Fortune Victory Asia Corporation entered into a letter of intent (the “ Letter of Intent ” ) in respect of a possible acquisition of 60% issued share capital of Top Eagle International Trading Limited, which in turn holds the entire equity interest in 廣西梧州市通寶再生物資有限公司 (Guangxi Wuzhou City Tong Bao Renewable Materials Limited*). The target group is principally engaged in the business of recycling, dismantling and sales of scrap materials. Pursuant to the Letter of Intent, the Company has the right to conduct due diligence on the target group. An exclusivity period of three months from the date of the Letter of Intent (or such later date as agreed by the Company and the vendor) was granted by the vendor to the Company in negotiations of the possible acquisition.

I-4

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

The following is the text of a report from Ernst and Young, the independent reporting accountants, in respect of the unaudited pro forma financial information of the Group as set out in this appendix and prepared for the sole purpose of inclusion in this circular.

==> picture [75 x 57] intentionally omitted <==

Ernst & Young 22/F, CITIC Tower 1 1 Tim Mei Avenue 22 Central, Hong Kong

Tel : +852 2846 9888 Fax : +852 2868 4432 ey.com

To the Directors of Realord Group Holdings Limited

We have completed our assurance engagement to report on the compilation of pro forma financial information of Realord Group Holdings Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the Company (the “ Directors ”) for illustrative purposes only. The pro forma financial information consists of the pro forma consolidated statement of assets and liabilities as at 31 December 2015, and related notes as set out on pages II-4 to II-6 in Appendix II of the circular dated 20 July 2016 issued by the Company (the “ Circular ”) (the “ Pro Forma Financial Information ”). The applicable criteria on the basis of which the Directors have compiled the Pro Forma Financial Information are described in Appendix II of the Circular.

The Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the proposed subscription of 350,000,000 shares of 粵港證券股份有限公司 (Yuegang Securities Company Limited), a company to be incorporated in the People’s Republic of China (the “ Transaction* ”) on the Group’s financial position as if the Transaction had taken place at 31 December 2015. As part of this process, information about the Group’s financial position have been extracted by the Directors from the Group’s financial statements for the year ended 31 December 2015, on which an independent auditors’ report has been published.

Directors’ responsibility for the Pro Forma Financial Information

The Directors are responsible for compiling the Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline (“ AG ”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”).

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

II-1

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

APPENDIX II

Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements , and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountants’ responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information.

The purpose of the Pro Forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on unadjusted financial information of the Group as if the Transaction had been undertaken at an earlier date selected for purpose of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transaction would have been as presented.

A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

II-2

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the Transaction in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the Pro Forma Financial Information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purpose of the Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully

Ernst & Young

Certified Public Accountants Hong Kong

20 July 2016

II-3

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

APPENDIX II

1. INTRODUCTION

The accompanying unaudited pro forma consolidated statement of assets and liabilities as at 31 December 2015 of the Group (collectively known as the “ Unaudited Pro Forma Financial Information ”) has been prepared by the directors of the Company in accordance with paragraph 4.29 of the Listing Rules for the purpose of illustrating the effects of the major transaction in relation to the completion of the proposed subscription of 350,000,000 shares of 粵港證券股份有限公司 (Yuegang Securities Company Limited), a company to be incorporated in the People’s Republic of China (the “ Target Company ”), representing a 10% equity interest in the Target Company (the “ Proposed Subscription ”).

The Unaudited Pro Forma Financial Information of the Group has been prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2015, as extracted from the Group’s published annual report for the year ended 31 December 2015 dated 23 March 2016 set out in Appendix II to this circular, after giving effect to the pro forma adjustments relating to the Proposed Subscription that are (i) clearly shown and explained; (ii) directly attributable to the Proposed Subscription; and (iii) factually supportable, as explained in the accompanying notes, as if the Proposed Subscription had been completed on 31 December 2015.

The Unaudited Pro Forma Financial Information is prepared by the board of directors based on a number of assumptions, estimates, uncertainties and currently available information to provide information of the Group upon completion of the Proposed Subscription. As the Unaudited Pro Forma Financial Information is prepared for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the financial position of the Group following the completion of the Proposed Subscription, and does not purport to describe the actual financial position of the Group that would have been attained had the Proposed Subscription been completed on 31 December 2015. In addition, the accompanying Unaudited Pro Forma Financial Information of the Group does not purport to predict the future financial position of the Group after the completion of the Proposed Subscription.

The Unaudited Pro Forma Financial Information of the Group has been prepared in accordance with paragraphs 4.29 and 14.67(6)(a)(ii) of the Listing Rules. The Unaudited Pro Forma Financial Information of the Group should be read in conjunction with the financial information of the Group as set out in Appendix I to the circular and other financial information included elsewhere in the circular.

II-4

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

2. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP AS AT 31 DECEMBER 2015

The Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) NON-CURRENT ASSETS Property, plant and equipment 86,764 Investment properties 552,900 Goodwill 2,100 Other intangible asset 4,400 Finance lease receivables 6,546 Equity investment – 416,500 Available-for-sale investments 13,844 Deferred tax assets 31 Prepayments and deposits 13,878 Total non-current assets 680,463 CURRENT ASSETS Inventories 7,884 Trade receivables 86,335 Receivables arising from securities broking 116,158 Prepayments, deposits and other receivables 8,679 Finance lease receivables 1,601 Tax recoverable 222 Equity investment at fair value through profit or loss 14,646 Cash held on behalf of clients 10,443 Pledged time deposit 102,760 Cash and cash equivalents 107,846 (1,500) Total current assets 456,574	Pro forma Group HK$’000 86,764 552,900 2,100 4,400 6,546 416,500 13,844 31 13,878
	1,096,963 7,884 86,335 116,158 8,679 1,601 222 14,646 10,443 102,760 106,346
	455,074

II-5

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP ILLUSTRATING THE EFFECT OF THE SUBSCRIPTION

CURRENT LIABILITIES Trade payables Payables arising from securities broking Other payables and accruals Interest-bearing bank borrowings Tax payables Total current liabilities NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Interest-bearing borrowings Deferred tax liabilities Total non-current liabilities Net assets EQUITY Equity attributable to owners of the Company Share capital Reserves Total equity	The Group Pro forma adjustments HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3) 5,748 27,438 15,526 186,825 1,013 236,550 220,024 900,487 – 416,500 46,075 46,075 854,412 115,349 739,063 (1,500) 854,412	Pro forma Group HK$’000 5,748 27,438 15,526 186,825 1,013
		236,550 218,524 1,315,487 416,500 46,075
		462,575 852,912
		115,349 737,563
		852,912

Notes:

• (1) The balances are extracted from the audited consolidated statement of financial position of the Group as at 31 December 2015 included in the published annual report of the Group for the year ended 31 December 2015 dated 23 March 2016.

• (2) The adjustment represents the effect of the subscription of 350,000,000 shares of the Target Company by way of cash, representing a 10% equity interest thereof, at an aggregate subscription price of RMB350,000,000 (equivalent to approximately HK$416,500,000), which is intended to be funded by external borrowings from financial institutions and/or other financing alternatives that may be obtained by the Group.

• (3) The transaction costs related to the Proposed Subscription are estimated to be approximately HK$1,500,000.

II-6

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of the Directors or chief executive of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Listing Rules, were as follows:

III-1

GENERAL INFORMATION

APPENDIX III

Long positions in the Shares

Name of Director Capacity Dr. Lin Interest of controlled corporation Interest of spouse Beneficial owner Madam Su Interest of spouse Beneficial owner Mr. Lin Xiaodong Beneficial owner Mr. Yu Leung Fai Beneficial owner Mr. Fang Jixin Beneficial owner Dr. Li Jue Beneficial owner	Number of Shares held 783,337,518 (Note 1) 1,080,000 (Note 2) 1,080,000 (Note 3) 785,497,518 784,417,518 (Note 4) 1,080,000 (Note 3) 785,497,518 1,000,000 (Note 3) 500,000 (Note 3) 500,000 (Note 3) 500,000 (Note 3)	Approximate percentage of the issued share capital of the Company 67.91% 0.09% 0.09%
		68.09% 68.00% 0.09%
		68.09% 0.09% 0.04% 0.04% 0.04%

III-2

GENERAL INFORMATION

APPENDIX III

Notes:

• (1) As at the Latest Practicable Date, Manureen Holdings was the legal and beneficial owner of 783,337,518 Shares representing approximately 67.91% of the issued share capital of the Company. Since Dr. Lin owned 70% of the issued share capital of Manureen Holdings, he was deemed to be interested in 783,337,518 Shares under the SFO.

• (2) Dr. Lin, the spouse of Madam Su, was deemed under the SFO to be interested in 1,080,000 Shares which Madam Su interested in.

• (3) Under the share option scheme of the Company adopted on 10 August 2012, certain share options, each entitling its holder to subscribe for one Share, were granted on 20 May 2015 to the Directors with an exercise price of HK$4.11 per Share and exercise period between 20 May 2017 and 19 May 2025. Accordingly, the Directors were regarded as having an interest in the underlying Shares.

• (4) Madam Su, the spouse of Dr. Lin, was deemed under the SFO to be interested in 784,417,518 Shares which Dr. Lin was deemed to be interested in.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any beneficial or deemed interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Listing Rules.

(b) Interests of substantial shareholders

As at the Latest Practicable Date, so far as known to the Directors and the chief executive of the Company, persons who had interests or short positions in the Shares or underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were directly or indirectly interested in ten per cent or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group or in any options in respect of such capital, were as follows:

III-3

GENERAL INFORMATION

APPENDIX III

Long position in the Shares

			Approximate
			percentage
			of the issued
			share capital
		Number of	of the
Name of shareholder	Capacity	Shares held	Company
Manureen Holdings	Beneficial owner	783,337,518	67.91%
		(Note)

Note:

As at the Latest Practicable Date, Manureen Holdings was the legal and beneficial owner of 783,337,518 Shares representing approximately 67.91% of the issued share capital of the Company. Manureen Holdings was owned as to 70% by Dr. Lin and as to 30% by Madam Su.

Save as disclosed above, as at the Latest Practicable Date, so far as known to the Directors and chief executive of the Company, no other person (other than the Directors and the chief executive of the Company) had interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or was directly or indirectly interested in ten per cent or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any member of the Group or in any options in respect of such capital.

3. DIRECTORS’ INTERESTS

(i) Interests in contract or arrangement

None of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

(ii) Interests in assets

None of the Directors had any direct or indirect interests in any assets which had been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by, or leased to, any member of the Group since 31 December 2015, being the date to which the latest published audited financial statements of the Company were made up.

(iii) Interests in competing business

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined in the Listing Rules) had an interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

III-4

GENERAL INFORMATION

APPENDIX III

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group other than contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. LITIGATION

深圳巿新有序規劃設計有限公司 (Shenzhen Xin You Xu Planning and Design Company Limited) (the “ Plaintiff ” ) issued a civil writ dated 22 June 2016 against, among others, (i) Citibest Global Limited ( “ Citibest ” ), a company incorporated in British Virgins Islands with limited liability and an indirect wholly-owned subsidiary of the Company, (ii) Ms. Hung Hsin-Hui (洪馨慧), being the sole shareholder of Citibest prior to the completion of the acquisition by the Company of the entire issued share capital of Citibest as announced by the Company on 24 March 2016 (the “ Acquisition ” ) which took place on 24 June 2016, and (iii) 冠彰電器（深圳）有限公司 (Guan Zhang Electrical Appliances (Shenzhen) Limited) ( “ Guan Zhang ” ), a company established in the PRC with limited liability and a wholly-owned subsidiary of the Citibest, claiming for allegedly outstanding payment in the amount of RMB30,000,000 and interest accrued thereon from 25 March 2016 up to the actual date of payment at the prevailing rate of the PRC, under an agency agreement dated 29 January 2015 and entered into among the Plaintiff, Citibest, Guan Zhang and its legal representative (which was entered into prior to the entering into of the Acquisition) pursuant to which Citibest agreed to appoint the Plaintiff as its agent to liaise with potential purchaser for the disposal by Citibest of its equity interest in Guan Zhang and the land use rights and properties held by Guan Zhang. The Company is in the course of consulting legal advice in relation to the claim raised by the Plaintiff. Ms. Hung Hsin-Hui has put RMB23,800,000 in an escrow account for covering the claim, such amount would be otherwise released to Ms. Hung Hsin-Hui, pending the results of the aforesaid litigation.

Save as disclosed above, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or claims of material importance and there was no litigation or claims of material importance known to the Directors to be pending or threatened against any member of the Group.

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2015, being the date to which the latest published audited consolidated financial statements of the Group were made up.

III-5

GENERAL INFORMATION

APPENDIX III

7. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by any member of the Group within the two years immediately preceding the date of this circular:

• (1) the investment agreement dated 18 August 2014 entered into among Easy Yield Ventures Limited (“ Easy Yield ”)(a direct wholly-owned subsidiary of the Company), the Company as the guarantor to Easy Yield, International Treasure Holdings Limited (“ International Treasure ”) and Mr. Zhan Jinnan as the guarantor to International Treasure, in relation to (i) the establishment of a Hong Kong Company (the “ JV Company ”) and a PRC company to carry on the business of distribution and sale of motor vehicle parts in Hong Kong and PRC; and (ii) the provision of interest-free unsecured shareholder’s loans of HK$60,000,000 and HK$40,000,000 by Easy Yield and International Treasure respectively to the JV Company;

• (2) the underwriting agreement dated 27 August 2014 entered into among the Company as the issuer, Manureen Holdings as the underwriter and Dr. Lin as the guarantor of Manureen Holdings, in relation to the underwriting of 74,170,776 rights shares under a rights issue of the Company on the basis of one rights share for every four shares held on the record date;

• (3) the sale and purchase agreement dated 12 November 2014 entered into between Allied Time Investment Limited (a direct wholly-owned subsidiary of the Company) as the purchaser and Madam Su as the vendor, in relation to the acquisition of 30,000,000 ordinary shares of Realord Manureen Securities (formerly known as Manureen Securities Limited) for the consideration of HK$21,000,000;

• (4) the subscription agreement dated 28 January 2015 entered into between the Company as the issuer and Manureen Holdings as the subscriber, in relation to the subscription of 360,000,000 Shares for the consideration of HK$1.4 per Share;

• (5) the sale and purchase agreement dated 9 April 2015 entered into between Best Throne Holdings Limited (an indirect wholly-owned subsidiary of the Company) as the purchaser and Mr. Chan Yum Kit and Ms. Tsui How Kiu Shirley as the vendors, in relation to the acquisition of Concept Star Corporation Limited for the consideration of HK$225,000,000;

• (6) the sale and purchase agreement dated 29 May 2015 entered into among Easy Yield as the purchaser, International Treasure as the vendor and Mr. Zhan Jinnan as guarantor of the vendor’s obligations thereunder, in relation to the acquisition of 40% of the total issued shares of Realord Vehicle Parts Limited and the shareholder’s loan owed to International Treasure immediately prior to completion for the aggregate consideration of HK$12,668,000;

• (7) the sale and purchase agreement dated 12 September 2015 entered into between Realord Manureen Financial Group Limited (a wholly-owned subsidiary of the Company) as the purchaser and Dr. Lin and Madam Su as the vendors, in relation to the acquisition of the entire issued share capital of Manureen Group Holdings Limited for the consideration of HK$48,000,000;

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APPENDIX III

GENERAL INFORMATION

• (8) the sale and purchase agreement dated 23 September 2015 entered into between Qianhai Weilu Cross-border E-Commerce (Shenzhen) Co., Ltd (an indirect wholly-owned subsidiary of the Company) as the purchaser and Mr. Zhuang Xu Feng, Ms. Wu Qiao Hong and Mr. Zhuang Yao Ming as the vendors, in relation to the acquisition of certain properties including a piece of land, a factory compound and two dormitory buildings erected thereon, situated at Zhangkeng Residents’ Association of Zhangkengjing Community, Guanlan Street, Baoan District, Shenzhen, the PRC for a cash consideration of RMB76,578,600 (equivalent to approximately HK$93,043,000);

• (9) the sale and purchase agreement dated 24 March 2016 entered into between Virtue Summit Ventures Limited (an indirect wholly-owned subsidiary of the Company) as the purchaser and Ms. Hung Hsin Hui as the vendor, in relation to the acquisition of the entire issued share capital of Citibest and the shareholder’s loan owed to Ms. Hung Hsin Hui at completion (if any) for the aggregate consideration of RMB238,000,000 (equivalent to approximately HK$283,220,000); and

• (10) the Promoters’ Agreement.

8. EXPERT AND CONSENT

The report dated 20 July 2016 on the unaudited pro forma financial information of the Group illustrating the effect of the Subscription, the text of which is set out in appendix II to this circular, was made by Ernst and Young, the Certified Public Accountants, for incorporation in the circular. Ernst and Young has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter or report and reference to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, Ernst and Young was not beneficially interested in the share capital of any member of the Group nor did it has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Ernst and Young did not have any direct or indirect interest in any assets which have been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2015 (the date to which the latest published audited financial statements of the Company were made up).

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong from 9:00 a.m. to 6:00 p.m. on any business day from the date of this circular up to and including the date of the SGM:

• (i) the memorandum of association and bye-laws of the Company;

• (ii) the annual reports of the Company for the nine months ended 31 December 2014 and for the year ended 31 December 2015;

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GENERAL INFORMATION

APPENDIX III

• (iii) the report on the unaudited pro forma financial information of the Group illustrating the effect of the Subscription issued by Ernst and Young, the text of which is set out in Appendix II to this circular;

• (iv) the material contracts referred to in the section headed “Material contracts” in this appendix;

• (v) the written consent referred to in the section headed “Expert and consent” in this appendix; and

• (vi) this circular.

10. GENERAL

• (i) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and its head office and principal place of business in Hong Kong is at Suites 2403-2410, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong.

• (ii) The Company’s branch share registrar and transfer office in Hong Kong is Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (iii) The company secretary of the Company is Mr. Chan Ying Kay, who is a fellow member of both the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

• (iv) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text of the same.

III-8

NOTICE OF SGM

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Special General Meeting ”) of Realord Group Holdings Limited (the “ Company ”) will be held at 3:00 p.m. on Friday, 5 August 2016 at Capital Conference Services Limited at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without modification the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the promoters’ agreement (the “ Promoters’ Agreement ”) dated 23 May 2016 entered into between Realord Manureen Securities Limited (“ Realord Manureen Securities ”), 廣東粵財 投資控股有限公司 (Guangdong Yuechai Investment Holdings Limited), 深圳市泓景投資 有限公司 (Shenzhen Hongjin Investment Company Limited), 保利物業管理有限公司 (Poly Property Management Company Limited), Karl-Thomson Securities Company Limited and Eternal Pearl Securities Limited as co-promoters in relation to, among other things, the formation of 粵港證券股份有限公司 (Yuegang Securities Company Limited) (the “ JV Securities Company ”), and the subscription of 350,000,000 shares of the JV Securities Company by Realord Manureen Securities at the consideration of RMB350,000,000 upon the terms and subject to the conditions set out in the Promoters’ Agreement (the “ Subscription ”) (a copy of which has been produced at the Meeting and marked “A” and initialed by the Chairman of the Meeting for identification purpose), and the transactions contemplated thereunder, be and are hereby ratified, approved and confirmed; and

• (b) any one director of the Company (the “ Director ”) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be necessary, desirable or expedient, incidental to, ancillary to or in connection with or otherwise to give effect to the Subscription, the matters contemplated in or relating to the Promoters’ Agreement and the transactions contemplated thereunder.”

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

Hong Kong, 20 July 2016

• For identification purpose only

SGM-1

NOTICE OF SGM

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Suites 2403-2410 24/F, Jardine House 1 Connaught Place Central, Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the Meeting is enclosed. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the special general meeting or any adjournment thereof or upon the poll concerned. Completion and return of a form of proxy will not preclude a member of the Company from attending in person and voting at the Meeting or any adjournment thereof should he so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint holders of any share, any one of such holders may vote at the Meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders are present at the Meeting in person or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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

SGM-2