Beijing Yunji Technology Co., Ltd. — Proxy Solicitation & Information Statement 2018

Mar 22, 2018

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.

==> picture [231 x 76] intentionally omitted <==

(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 11:00 a.m. on Friday, 13 April 2018 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 conditional sale and purchase agreement dated 18 January 2018 (the “ Agreement ”) entered into between the Company as purchaser and Dr. Lin Xiaohui and Madam Su Jiaohua as vendors (the “ Vendors ”), in relation to, among others, (i) the acquisition of the entire issued share capital in Realord Ventures Limited (“ Realord Ventures ”) and Manureen Ventures Limited (“ Manureen Ventures ”, together with Realord Ventures as the “ Target Companies ”, with their joint venture, Realord Investment Limited and its subsidiaries as the “ Target Group ”); and (ii) provision of shareholder’s loan to the Target Group for settlement of the outstanding debts of the Target Group at the completion (the “ Completion ”) of the Agreement with the total consideration of which shall be partly satisfied by the Company to allot and issue 280,998,482 consideration shares (each a “ Consideration Share ”) in the share capital of the Company to the Vendors (or at their direction) at the issue price of approximately HK$4.738 per Consideration Share (a copy of the Agreement has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification), and the transactions contemplated thereunder (including but not limited to the issue and allotment of the Consideration Shares and the promissory notes), be and are hereby approved, confirmed and ratified;

1

• (b) the allotment and issue of the Consideration Shares by the Company to the Vendors (or at their direction) to settle part of the consideration payable by the Purchaser in accordance with the terms and conditions of the Agreement and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (c) the board of directors of the Company (the “ Directors ”) be and is hereby granted a specific mandate to allot and issue of the Consideration Shares in accordance with the terms and conditions of the Agreement; and

• (d) any Director be and is hereby authorised to sign and execute such documents, including under seal where applicable, and do all such acts and things, as he/ she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Agreement and the transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

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

Hong Kong, 23 March 2018

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

2

Notes:

1. A member entitled to attend and vote at the Special General 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 Special General 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 Special General 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 Special General 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 Special General 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 Special General 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.

4. The register of members of the Company will be closed from Tuesday, 10 April 2018 to Friday, 13 April 2018 (both dates inclusive) for determining the identity of the Shareholders who are entitled to attend and vote at the Special General Meeting. No transfer of shares of the Company will be registered during this period. In order to be eligible to attend and vote at the Special General Meeting, unregistered holders of the shares of the Company should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 9 April 2018.

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.

3