China e-Wallet Payment Group Limited — Capital/Financing Update 2013

Jun 10, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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RCG Holdings Limited 宏霸數碼集團（控股）有限公司[*]

(a company incorporated in Bermuda with limited liability)

(Stock Codes: HKSE: 802; AIM: RCG)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

ORIENT SECURITIES LIMITED

The Board is pleased to announce that the Placing was completed on 10 June 2013. An aggregate of 98,600,000 Placing Shares, representing approximately 16.50% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to more than six Placees at a price of HK0.355 (approximately £0.0296) per Placing Share, raising gross proceeds of HK$35,003,000 (approximately £2,915,745).

Reference is made to the announcements (“Announcements”) of the Company dated 30 May 2013 and 3 June 2013 in relation to the Placing. Terms used in this announcement have the same meanings as defined in the Announcements unless otherwise stated.

The Board is pleased to announce that all the conditions of the Placing have been fulfilled and the completion of the Placing took place on 10 June 2013. An aggregate of 98,600,000 Placing Shares, representing approximately 16.50% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to more than six Placees at a price of HK$0.355 (approximately £0.0296**) per Placing Share.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Placees and their ultimate beneficial owners (if any) are Independent Third Parties. None of the Placees and their respective associates will become a substantial Shareholder as a result of the Placing.

The net proceeds from the Placing amount to approximately HK$33,777,895 (approximately £2,813,723**) which will be used to finance the Company’s projects.

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*For purpose of identification only

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SHAREHOLDING STRUCTURE

The shareholding structure of the Company immediately before and after completion of the Placing is as follows:

Shareholding immediately before completion of the Placing No. of shares % Crossover Global Limited (Note 1) 104,352,941 17.46 Chan Chun Fai (Note 1) 104,352,941 17.46 Qin Chuhua (Note 1) 104,352,941 17.46 Yang Zhijian (Note 1) 104,352,941 17.46 Veron International Limited (Note 2) 65,662,832 10.99 Kung Nina (Estate of Nina Kung also known as Nina T.H. Wang) (Note 2) 65,662,832 10.99 Lam Hok Chung Rainer (Note 2) 65,662,832 10.99 Jong Yat Kit (Note 2) 65,662,832 10.99 Yu Sai Hung (Note 2) 65,662,832 10.99 The Offshore Group Holdings Ltd. (Note 3) 53,515,556 8.96 Chan Chun Chuen (Note 3) 53,515,556 8.96 Tam Miu Ching (Note 3) 53,515,556 8.96 Public Shareholders: Placees - - Others 374,045,167 62.59 597,576,496 100.00	Shareholding immediately after completion of the Placing No. of shares % 104,352,941 14.99 104,352,941 14.99 104,352,941 14.99 104,352,941 14.99 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 53,515,556 7.69 53,515,556 7.69 53,515,556 7.69 98,600,000 14.16 374,045,167 53.73 696,176,496 100.00	Shareholding immediately after completion of the Placing No. of shares % 104,352,941 14.99 104,352,941 14.99 104,352,941 14.99 104,352,941 14.99 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 65,662,832 9.43 53,515,556 7.69 53,515,556 7.69 53,515,556 7.69 98,600,000 14.16 374,045,167 53.73 696,176,496 100.00
		100.00

Notes:

1. The entire issued share capital of Crossover Global Limited (“Crossover”) is beneficially owned by three individuals, namely Mr. Chan Chun Fai, Mr. Qin Chuhua and Mr. Yang Zhijian at the percentage 45%, 29% and 26% respectively. Therefore, Mr. Chan Chun Fai, Mr. Qin Chuhua and Mr. Yang Zhijian are deemed to be interested in the 104,352,941 underlying shares held by Crossover under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

2. The entire issued share capital of Veron International Limited is beneficially owned by Ms. Kung Nina. Therefore, Ms. Kung Nina is deemed to be interested in the 65,662,832 shares held by Veron International Limited under the SFO. Mr. Lam Hok Chung Rainier, Mr. Jong Yat Kit and Mr. Yu Sai Hung solely as Joint and Several Administrators pendente lite of Estate of Ms. Nina Kung.

3. The entire issued share capital of The Offshore Group Holdings Limited (“Offshore”) is beneficially owned by an individual, Mr. Chan Chun Chuen. Ms. Tam Miu Ching is the wife of Mr. Chan Chun Chuen. Therefore, Mr. Chan Chun Chuen and Ms. Tam Miu Ching are deemed to be interested in the 53,515,556 shares held by Offshore under the SFO.

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Application will be made to the London Stock Exchange for the Placing Shares, which rank parri pasu with the Company’s existing issued ordinary shares, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on or around 13 June 2013. Following the Placing, the Company’s total issued ordinary share capital will be 696,176,496 ordinary shares.

** For the purpose of this announcement, the amounts expressed in HK$ have been translated into £ at a rate of £1.00 = HK$12.0047 for illustration purpose only.

By Order of the Board of RCG Holdings Limited Li Jinglong Director

Hong Kong, 10 June 2013

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Li Jinglong Zhang Ligong Wang Zhongling

Non-executive Director:

Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman

Independent Non-executive Directors: Pieter Lambert Diaz Wattimena Kwan King Wah Zeng Min

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