China e-Wallet Payment Group Limited — Capital/Financing Update 2014

Apr 28, 2014

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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Sole Placing Agent

TANRICH SECURITIES COMPANY LIMITED

On 28 April 2014 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to place, through the Placing Agent, up to a maximum of 167,081,299 Placing Shares, on a best effort basis to not fewer than six independent Placees at a price of HK$0.27 (£0.0207**) per Placing Share. The Placing Price was determined after arm‟s length negotiations between the Company and the Placing Agent taking into account (i) the market sentiment; (ii) the financial results and future prospects of the Company; and (iii) the performance of the Shares and its outlook to the potential investors. The Directors (including the independent non-executive Directors) consider that as a result of the Placing, the Company can improve liquidity in Share trading, broaden its Shareholders‟ base and strengthen the Company‟s financial position. The Directors (including the independent non-executive Directors) consider that the terms of the Placing are normal commercial terms and are fair and reasonable, as far as the Company and the Shareholders are concerned, and the Placing is in the interests of the Company and the Shareholders as a whole.

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*For purpose of identification only

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The Placing Shares represent approximately 20.00% of the existing issued share capital of the Company and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of 167,081,299 Placing Shares. The Placing is conditional under the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Placing Shares. The Placing Shares will be allotted and issued pursuant to the General Mandate and the Placing is not subject to Shareholders‟ approval.

Application will be made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares. Application will also be made for any Placing Shares issued to be admitted to trading on AIM. The gross proceeds and the net proceeds from the Placing will be approximately HK$45,111,950.73 (£3,459,691.14) and approximately HK$43,992,506.03 (£3,373,839.55) respectively which are intended to be used to finance the Company‟s projects. The Company will comply with the applicable requirements of the Hong Kong Listing Rules in relation to any future investments.

Shareholders and potential investors should note that the Placing is subject to the conditions under the Placing Agreement being fulfilled. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date: 28 April 2014 (after trading hours)

Parties: The Company and the Placing Agent

The Placing Agent

The Placing Agent has been appointed to place up to a maximum of 167,081,299 Placing Shares to not less than six independent Placees on a best effort basis.

The Placing Agent will receive a placing commission of 2.50% on the gross proceeds raised from the Placing. The placing commission was arrived at after arm's length negotiations between the Company and the Placing Agent.

In consideration of the prevailing market rate of the placing commission, the Directors (including the independent non-executive Directors) are of the view that the placing commission of 2.50% is fair and reasonable. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Placees

Pursuant to the Placing Agreement, the Placing Agent undertakes to place the Placing Shares to not less than six independent Placees who to the best knowledge and belief of the Placing Agent and the Directors, having made all reasonable enquiries, themselves and their ultimate beneficial owners (i) are third parties independent of the Company and its connected persons; and (ii) are not acting in concert with any connected persons of the Company.

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Placing Price

The Placing Price of HK$0.27 (£0.0207**) per Share represents:

• (i) a discount of approximately 11.48% to the closing price of HK$0.3050 per Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 17.93% over the average closing price of approximately HK$0.3290 per Share as quoted on the Hong Kong Stock Exchange for the last five trading days immediately prior to the Last Trading Day; and

• (iii) a discount of approximately 18.06% over the average closing price of HK$0.3295 per Share as quoted on the Hong Kong Stock Exchange for the last ten trading days immediately prior to the Last Trading Day.

The net price for each Placing Share will be approximately HK$0.2633 (£0.0202**).

The Placing Price was determined after arm‟s length negotiations between the Company and the Placing Agent taking into account (i) the market sentiment; (ii) the financial results and future prospects of the Company; and (iii) the performance of the Shares and its outlook to the potential investors. The Directors (including the independent non-executive Directors) believe the Placing can improve liquidity in the Shares, broaden its Shareholders‟ base and strengthen the Company‟s financial position. The Directors (including the independent nonexecutive Directors) consider that the terms of the Placing are normal commercial terms and are fair and reasonable and the Placing is in the interests of the Company and the Shareholders as a whole.

Number of Placing Shares

Pursuant to the Placing Agreement, a maximum of 167,081,299 Placing Shares may be placed by the Placing Agent to the Placees, representing (i) approximately 20.00% of the existing issued share capital of the Company; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the issue of 167,081,299 Placing Shares, on a best effort basis.

The Placing Shares will be allotted and issued under the General Mandate and the Placing is not subject to Shareholders‟ approval. The Placing Shares will, when fully paid, be allotted and issued in accordance with the Memorandum and Bye-laws and with the relevant rules and regulations applicable to the Company in Hong Kong and Bermuda and will, upon allotment and issue, be free from all liens, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at Completion.

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

A maximum of 167,081,299 Shares may be issued under the General Mandate which has not been utilised since its grant on 17 January 2014. Assuming 167,081,299 Placing Shares are issued under the General Mandate, there will be no shares left available to be issued under the General Mandate after the Placing.

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Conditions to the Completion

Completion of the Placing is conditional upon the Hong Kong Stock Exchange granting listing of and permission to deal in the Placing Shares and the application for admission to trading on AIM.

Completion of the Placing

Completion of the Placing is expected to take place within seven business days after fulfillment of the above conditions precedent or such other date as may be agreed between the Company and the Placing Agent.

If the above conditions precedent are not fulfilled before 28 August 2014 or such other date as may be agreed between the Placing Agent and the Company, then the obligations of the parties under the Placing Agreement will lapse.

Further announcement(s) will be made in relation to status of the Placing.

APPLICATION FOR LISTING

Application will be made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Placing Shares. Application will also be made for any Placing Shares issued to be admitted to trading on AIM.

REASONS FOR AND BENEFIT OF THE PLACING AND USE OF PROCEEDS

Following the Placing and on the basis that all Placing Shares are successfully placed, the Company will receive net proceeds of approximately HK$43,992,506.03 (£3,373,839.55**).

The Board believes that, the proceeds of the Placing will allow the Company to meet its financial obligations over the recently acquired business and any residual funding, will also allow the Company to pursue other new business opportunities. Having mentioned that, should the new business opportunities fails to arise within the reasonable time, the residual funding will be allocated for general working capital.

The above will gives the Company additional capacity and capability to capture future expansion and acquisition growth opportunities as and when they arise. Any additional funds, available if any, will be earmarked for general working capital. It also believes that the strategy of pursuing new business opportunities will diversify the Company‟s businesses in the future and thereby improve shareholder value. In addition, the Placing will broaden the Company‟s Shareholder base.

The Directors (including the independent non-executive Directors) consider the Placing Agreement was entered into upon normal commercial terms following arm‟s length negotiations between the Company and the Placing Agent and that the terms of the Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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EFFECT ON SHAREHOLDING STRUCTURE

Assuming that no further Shares are allotted and issued before Completion, the changes of the shareholding structure of the Company as a result of the Placing are shown as follows:

As at the date of this announcement No. of shares % Crossover Global Limited (Note 1) 104,352,941 12.49 Chan Chun Fai (Note 1) 104,352,941 12.49 Qin Chuhua (Note 1) 104,352,941 12.49 Yang Zhijian (Note 1) 104,352,941 12.49 Veron International Limited (Note 2) 65,662,832 7.86 Kung Nina (Estate of Nina Kung also known as Nina T.H. Wang) (Note 2) 65,662,832 7.86 Lam Hok Chung Rainer (Note 2) 65,662,832 7.86 Jong Yat Kit (Note 2) 65,662,832 7.86 Yu Sai Hung (Note 2) 65,662,832 7.86 The Offshore Group Holdings Ltd. (Note 3) 53,515,556 6.40 Chan Chun Chuen (Note 3) 53,515,556 6.40 Tam Miu Ching (Note 3) 53,515,556 6.40 Public Shareholders: Placees - - Others 611,875,167 73.25 835,406,496 100.00	Upon the allotment and issuance of the Placing Shares (assuming all 167,081,299 Placing Shares are issued) No. of shares % 104,352,941 10.41 104,352,941 10.41 104,352,941 10.41 104,352,941 10.41 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 53,515,556 5.34 53,515,556 5.34 53,515,556 5.34 167,081,299 16.67 611,875,167 61.03 1,002,487,795 100.00	Upon the allotment and issuance of the Placing Shares (assuming all 167,081,299 Placing Shares are issued) No. of shares % 104,352,941 10.41 104,352,941 10.41 104,352,941 10.41 104,352,941 10.41 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 65,662,832 6.55 53,515,556 5.34 53,515,556 5.34 53,515,556 5.34 167,081,299 16.67 611,875,167 61.03 1,002,487,795 100.00
		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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SUFFICIENCY OF PUBLIC FLOAT

Assuming all the Placing Shares are fully placed, an aggregate of approximately 61.03% issued Shares will be held by public Shareholders.

EQUITY FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT

The Group conducted the following equity fund raising activity during the 12 months immediately preceding the date of this announcement, as summarised in the table below.

Date of	Description of activity	Net proceeds	Intended	Actual use
announcement		raised	use of	of
			proceeds	proceeds
10 June 2013	Issuance of 98.6 million	HK$33,777,895	To finance	Fully
	Shares under a placing		the	utilised as
	agreement signed		Company‟s	intended
	between the Company		projects
	and a placing agent on
	30 May 2013 at a price
	of HK$0.355
26 September	Issuance of 139.23	HK$33,763,275	To finance	Fully
2013	million Shares under a		the	utilised as
	placing agreement		Company‟s	intended
	signed between the		projects
	Company and the
	Placing Agent on 10
	September 2013 at a
	price of HK$0.25

GENERAL

The Group‟s business is divided generally into four categories; “Trading of Security of Biometrics Products”, “Solutions, Projects and Services”, “Internet and Mobile Applications & Related Accessories” and “Commodities Trading”.

Shareholders and potential investors should note that the Placing is subject to the conditions under the Placing Agreement being fulfilled. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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DEFINITIONS

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

„„AIM‟‟	AIM, a market operated by the London Stock Exchange;
„„Board‟‟	the board of Directors;
“Business Day”	any day on which banks generally are open for business in Hong
	Kong (other than Saturday and any day on which a tropical
	cyclone warning no. 8 or above is hoisted or remains hoisted
	between 9:00 a.m. and 12:00 noon and is not lowered at or before
	12:00 noon or on which a “black” rainstorm warning signal is
	hoisted or remains in effect between 9:00 a.m. and 12:00 noon
	and is not discontinued at or before 12:00 noon);
„„Company‟‟	RCG Holdings Limited, a company incorporated in Bermuda
	with limited liability and the shares of which are listed on The
	Stock Exchange of Hong Kong Limited and admitted to trading
	on AIM and are traded on the ISDX Secondary Market;
„„Completion‟‟	completion of the Placing of the Placing Shares;
„„Director(s)‟‟	the director(s) of the Company;
„„General	the general mandate granted by the Shareholders to the Directors
Mandate‟‟	at the special general meeting of the Company held on 17
	January 2014 to allot, issue and deal with up to 20 per cent of the
	aggregate nominal value of the Shares in issue;
„„Group‟‟	the Company and its subsidiaries;
„„HK$‟‟	Hong Kong dollars; the currency of the Hong Kong Special
	Administrative Region;
„„Hong Kong	the Rules Governing the Listing of Securities on The Stock
Listing Rules”	Exchange of Hong Kong Limited;
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited; and
Exchange”
“Last Trading	28 April 2014, being the last full trading day prior to the date of
Day”	the Placing Agreement;
“Memorandum and	the memorandum of association and bye-laws for the time being
Bye-laws”	of the Company;
“Placee”	any person or entity whom the Placing Agent and/or any of its
	agent(s) has procured to subscribe for any of the Placing Shares;
“Placing”	the placing of the Placing Shares by the Placing Agent pursuant
	to the terms and subject to the conditions set out in the Placing
	Agreement;

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“Placing Agent” Tanrich Securities Company Limited, a corporation licensed to carry on type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong);

“Placing the agreement dated 28 April 2014 entered into between the Agreement” Company and the Placing Agent in respect of the Placing;

“Placing Price” HK$0.27 (£0.0207**) per Placing Share;

“Placing Shares” up to a maximum of 167,081,299 new Shares to be placed pursuant to the Placing Agreement;

“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company;

“Shareholders” holders of the Shares;

„„%‟‟ per cent.

** For the purpose of this announcement, the amounts expressed in HK$ have been translated into £ at a rate of £1.00 = HK$13.0393 for illustration purpose only.

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

Hong Kong, 28 April 2014

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

Executive Directors:

Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors:

Liu Wen

Kwan King Wah Zeng Min

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