China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2014

Sep 23, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares, please send this document or the Form of Proxy to the purchaser or transferee or to the stockbroker, bank, licensed securities dealer, or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred part of your registered holding of Shares, please contact immediately your stockbroker, licensed securities dealer, bank or other agent through whom the sale or transfer was effected.

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

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities in the Company.

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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 Code: HKSE: 802)

MAJOR TRANSACTION PROPOSED DISPOSAL OF PROPERTY AND

NOTICE OF SPECIAL GENERAL MEETING

A notice of the SGM to be held at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia, on 14 October 2014 at 4: 00 p.m. (Hong Kong time) or at any adjournment thereof, is set out on pages 26 to 28 of this circular.

If you are a Shareholder and are not able to attend the SGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon and any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney, to Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM.

Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the SGM, or any adjournment thereof, should they so wish and in such event the Form of Proxy shall be deemed to be revoked.

• For purpose of identification only

24 September 2014

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . .	12
APPENDIX II — PROPERTY VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX III — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings ascribed to them respectively:

‘‘Agreement’’	the sale and purchase agreement dated 15 April 2014 entered into
	between the Vendor and the Purchaser in respect of the Disposal
‘‘Board’’	the board of Directors
‘‘Business Day’’	a day (other than a Saturday) on which licensed banks are
	generally open for business in Hong Kong throughout their
	normal business hours
‘‘Company’’	RCG Holdings Limited (HKSE: 802), a company incorporated
	in Bermuda with limited liability and the shares of which are
	listed on The Stock Exchange of Hong Kong Limited
‘‘Completion’’	completion of the sale and purchase of the Sale Shares in
	accordance with the terms and conditions of the Agreement
‘‘connected person(s)’’	has the same meaning ascribed to it in the Hong Kong Listing
	Rules
‘‘Consideration’’	the consideration payable by the Purchaser to the Vendor for the
	Disposal pursuant to the Agreement
‘‘Director(s)’’	the director(s) of the Company
‘‘Disposal’’	The disposal of the Property by the Vendor to the Purchaser
	pursuant to the Agreement
‘‘Form of Proxy’’	the form of proxy for use by Shareholders at the SGM
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars; the lawful currency of Hong Kong
‘‘Hong Kong’’	The Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Hong Kong Listing	the Rules Governing the Listing of Securities on The Stock
Rules’’	Exchange of Hong Kong Limited
‘‘Independent Third	person or company and their respective ultimate beneficial owner
Party’’	which, to the best of the Directors’ knowledge, information and
	belief, having made all reasonable enquiries, are third parties
	independent of and not connected with the Company and its
	connected persons

– 1 –

DEFINITIONS

‘‘Latest Practicable 17 September 2014, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular ‘‘PRC’’ The People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• ‘‘Property’’ An industrial premises comprising of a three storey detached factory building with an annexed three storey office building and a guard house with total build-up area of 204,067 square feet erected on that piece of land having an area of 1.3581 hectares

• ‘‘Purchaser’’ Pertubuhan Peladang Kebangsaan (National Farmers Organisation), a body corporate incorporated in Malaysia under the Farmer’s Organisation Act, 1973 (ACT 109)

• ‘‘RM’’ Ringgit Malaysia, the lawful currency in Malaysia ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘SGM’’ the special general meeting of the Company to be held for the Shareholders to consider and approve the ordinary resolution

• ‘‘Share(s)’’ ordinary shares with a nominal value of HK$0.01 each in the capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Vendor’’ RCG Land Sdn Bhd, a private company incorporated in Malaysia, is an indirect wholly-owned subsidiary of the Company

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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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 Code: HKSE: 802)

Executive Directors: Registered office: Li Jinglong Clarendon House Zhang Ligong 2 Church Street Wang Zhongling Hamilton HM 11 Bermuda

Independent non-executive Directors: Liu Wen Principal place of business in Hong Kong: Kwan King Wah Room 626–629, Zeng Min Corporation Park, 11 On Lai Street, Siu Lee Yuen, Sha Tin, New Territories, Hong Kong

Principal place of business outside Hong Kong: Lot 1, Jalan Teknologi 3/5 Taman Sains Selangor 1 Kota Damansara, 47810 Petaling Jaya Selangor, Malaysia

24 September 2014

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION PROPOSED DISPOSAL OF PROPERTY AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

We refer to the announcement of the Company dated 15 April 2014 in relation to the Proposed Disposal of Property. Pursuant to the Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Property at a total consideration of RM59.8 million (approximately HK$142.72 million).

• For purpose of identification only

– 3 –

LETTER FROM THE BOARD

As certain applicable percentage ratios (as defined in the Hong Kong Listing Rules) for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Hong Kong Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements under the Hong Kong Listing Rules.

The purpose of this circular is to provide you with, among other things, the details of the Disposal and other information required by the Hong Kong Listing Rules.

THE AGREEMENT

On 15 April 2014 (after trading hours in Hong Kong), the Purchaser and the Vendor entered into the Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Property at a total consideration of RM59.8 million (approximately HK$142.72 million).

Date of the Agreement

15 April 2014

Parties

• (1) Vendor: RCG Land Sdn Bhd

• (2) Purchaser: Pertubuhan Peladang Kebangsaan (National Farmers Organisation)

The Property

Type : An industrial premises comprising of a three storey detached factory building with an annexed three storey office building and a guard house. Land size : 1.3581 hectares (13,581 square meters); equivalent to 3.350 acres (146,185 square feet (‘‘sq. ft.’’)) Built-up area : Three Storey Detached Factory 59,470 sq. ft. Annexed Three Storey Office Building 144,450 sq. ft. Guardhouse 147 sq. ft. Total Built-up Area 204,067 sq. ft. Location/Address : Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia.

– 4 –

LETTER FROM THE BOARD

Consideration

The Consideration for the Disposal in the total amount of RM59.8 million (approximately HK$142.72 million) shall be paid by the Purchaser in the following manner:

• (a) a sum of RM5.98 million (approximately HK$14.27 million) shall be paid upon execution of the Agreement.

• (b) the balance sum of RM53.82 million (approximately HK$128.45 million) being the balance of the total consideration shall be paid within three months from the Completion.

The Consideration has been arrived at after arm’s length negotiations between the Vendor and the Purchaser and was determined with reference to the market price of other similar lands and premises in the vicinity of the Property. Based on the valuation report dated 16 July 2014 (for accounting reference purpose) prepared by JS Valuers Property Consultants Sdn Bhd, the market value of the Property as at 30 June 2014 was RM59.80 million (approximately HK$142.72 million).

Completion

Completion of the Disposal is subject to:

• (i) the written consent of the state authority for the transfer of all the Vendor’s rights and entitlements to the Purchasers;

• (ii) obtaining the approval for the Disposal from the Shareholders in general meeting; and

• (iii) obtaining the approval for the acquisition from the shareholders of the Purchaser in general meeting.

As at 5 June 2014, the Vendor has attained local government authorities approval for transfer of property. Therefore, the above condition (i) has been fulfilled.

INFORMATION ON THE COMPANY AND THE GROUP

The Company is an investment holding company and the Group is principally engaged in the developing, sourcing and selling biometric and radio frequency identification (RFID) products and solutions services in the Asia Pacific region. The Group’s business is divided generally into four categories; ‘‘Trading of Security of Biometrics Products’’, ‘‘Solutions, Projects and Services’’, ‘‘Internet and Mobile Applications and Related Accessories’’ and ‘‘Commodities Trading’’.

– 5 –

LETTER FROM THE BOARD

INFORMATION ON THE PURCHASER

Pertubuhan Peladang Kebangsaan (National Farmers Organisation) is a body corporate incorporated in Malaysia under the Farmer’s Organisation Act, 1973 (ACT 109), which has been involved in various business activities and investment, particularly in agriculture.

To the best of the Director’s knowledge, information and belief and having made all reasonable enquiries, the Purchaser is an Independent Third Party. All the ultimate beneficial owners of the Purchaser are also Independent Third Party.

REASONS FOR AND BENEFITS OF THE DISPOSAL

Premised on the revitalizing property market condition in the region in particular Malaysia, the Board considers that the Disposal is a good avenue for the Company to unlock the value in the Property. The proceeds from the Disposal will enable the Company to repay its mortgages and to be used by the Group for general working capital.

The Board (including independent non-executive Directors) considers that the Agreement was entered into after arm’s length negotiation between the Company and the Purchaser and the terms therein are in accordance with the normal practice in the property market and the Disposal is fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Disposal will not have any significant impact on the existing business activities of the Company, as the Property is used as the Group’s administrative office and partially been rented out.

POSSIBLE FINANCIAL EFFECT ON THE DISPOSAL

The property market in Malaysia, remained volatile. At current, the property market had been revitalised after a period of stagnant growth, due to over supply of properties. It is expected that possible stagnant to weak market to appear due to the weakening economy of the country.

Considering the carrying amount of approximately RM51.70 million (approximately HK$123.39 million) as at 31 December 2013 of the Property, upon completion of the Disposal, would result in a loss in approximately RM3.79 million (approximately HK$9.04 million) after tax and expenses is expected to accrue to the Group. This is inclusive of various direct costs attributable to the Disposal in particular, the reinstatement and repair works, facilitator fees and property agent fees.

The finance costs are expected to reduce by approximately RM6.00 million (approximately HK$14.32 million) per annum after repayment of the bank borrowing attributable to the Property.

– 6 –

LETTER FROM THE BOARD

FUTURE PROSPECTS

The Group formulated the following business plans in order to achieve the Group’s strategies in the long run.

(i) Trading of Security and Biometric Products — Diversify into NFC Market

Trading of security and biometric products is the core business of the Group since 1990’s. The Group’s trading of security and biometric products segment consists of biometrics and RFID products for consumer applications. As the Group recorded a significant decrease in revenue in this segment during 2013, the Group continuously considered different methods to boost its revenue, such as restructing the business operations and explore new potential markets.

The Group intended to diversify into Near-Field Communication (‘‘NFC’’) market. NFC is a specialized subset within the family of RFID technology and is designated to be a secure form of data exchange. The Board has recently reached strategic cooperation relationship with a NFC developer, China HK NFC Technologies (Beijing) Limited（中港近 信科技（北京）有限公司）(‘‘NFC Tech’’), to jointly develop new products and apply the NFC technology into the Group’s security and biometric products.

NFC Tech is one of the pioneer of NFC developer in the PRC. Its technology and products is widely applied in the anti-counterfeited verification of liquor and drug products in the PRC.

In addition, the Group’s sales team of security and biometric products is previously focused on South Asia countries, such as Malaysia and Indonesia. Although it is still in the preliminary stage, after new product is developed, the Group will allocate its resource to the PRC and establish a sales team there in order to capture the high growth opportunities of RFID and NFC products in the PRC.

(ii) Solutions, Projects and Services — Maintain the existing business in the long run

Solution, projects and services segment is a minor business segment of the Group and it only contribute less than 1% of the Group’s revenue. However, the profit margin of the project integration is relatively high for the Group and also it is co-related to the Group’s trading of security and biometric products segment. The development of new technology of security and biometric products segment will create additional synergy to this segment. After the establishment of relationship with NFC Tech and developed new products as mentioned previously, the Board expects the Group will obtain new technology and knowledge in order to provide solutions, projects and services to its customers.

On the other hand, the Group also focused on long term projects in this business segment. The Group is currently working on the security system project for a hotel in Kuala Lumpur International Airport, Sama-Sama Hotel (Formerly known as Pan Pacific KLIA) and the Group will maintain close relationship with the customers in order to ensure stable income stream to the Group. In addition, with a portfolio of providing security system to an airport transit hotel, it not only enhances the corporate image but also create the

– 7 –

LETTER FROM THE BOARD

competitive advantage to the Group to obtain additional related projects. With this solid experience, in long term, the Group plans to promote and expand its security project services to the hotels located in another airports of Malaysia.

• (iii) Internet and Mobile Applications and Related Accessories — Developing new commercial application platform for mobile phone and horizontal expanding the information technology business

The Group commenced the internet and mobile applications and related accessories segment since 2011.

In view of growing internet penetration and the rapid expansion of smartphone market, the Board considers that there will be a growing popularity of mobile marketing together with the surge in demand of various mobile applications.

The Board believed a business growth by acquisition is the faster way to increase market penetration and therefore acquired Most Ideas Limited (‘‘Most Ideas Group’’), a group of companies that offers mobile marketing solutions for various mobile phone platforms, during 2012. Furthermore, the Group acquired another group of mobile application developers (‘‘Easy Ideas Group’’) during the first half of 2014. Easy Ideas Group was already entered into contacts with its customers that will provide approximately 30 mobile applications to them during 2014. After the completion of the acquisition of Easy Ideas Group, the Group intends to consolidate the resource and technology of Most Ideas Group and Easy Ideas Group to further expand the commercial application platform business of mobile e-commerce and interactive media based on WeChat and Alipay.

It is the corporate strategy of the Group to strengthen its existing businesses while concurrently identifying and capitalizing new opportunities to achieve financial growth for the Group and to maximize Shareholders’ value.

Having years of experience in information technology market, the Group intends to further step into this rapid growing market. The Group already identity a Hong Kong based company (‘‘B2C Company’’) which specialized in e-Commerce (B2C Business) and Trade & e-Trade (B2B).

Although the Group is still in the process of negotiating with the B2C Company on the structure and terms of the cooperation, the Group intends to partner with the B2C Company to develop and manage the B2B platform that provides a market place for manufacturers and dealers, and the B2C platform so as to reach and directly deal with end customers.

(iv) Commodities Trading — Downsizing and allocating resources to other business segment

The Group commenced the business of commodities trading on trial run basis since 2012. The Group’s commodity trading activities revolve around the trading of general commodities like metal, ores, silks and so on.

– 8 –

LETTER FROM THE BOARD

As commodities trading requires low value-added services, the Group considered it limits the Group’s ability to charge a high premium on top of the purchase cost of the commodities and continuously caused a low profit margin in that segment.

In addition, the business of commodities trading required the Group reserved a relatively high financial resource for its daily operation. More cash resources are expected to be required if the Group further expand the business segment and the Group may then need to raise additional funds to finance the expansion.

After considering the contributions to the Group, the growth potential and its future prospect, the Group maintained a conservative, ‘‘wait and see’’ position during the second half of 2014. The Group will further downsized the business of commodities trading and allocate its resources to other business segment.

USE OF PROCEEDS

The proceeds from the Disposal will enable the Company to repay mortgages outstanding in respect of the Property totaling approximately RM15.36 million (approximately HK$36.66 million). The balance of the proceeds from the Disposal will be used for the Group’s general working capital purposes.

Note: HK$ equivalent values above are based on an exchange rate of RM0.419/HK$1.

HONG KONG LISTING RULES IMPLICATION

As certain applicable percentage ratios (as defined in the Hong Kong Listing Rules) for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Hong Kong Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements under the Hong Kong Listing Rules.

A circular containing, among other information, further details of the Disposal is expected to be dispatched to the Shareholders on 24 September 2014.

THE SGM

The SGM will be convened at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia, on 14 October 2014 at 4: 00 p.m. (Hong Kong time) or at any adjournment thereof, for the Shareholders to consider, and if thought fit, pass an ordinary resolution to approve the Disposal of Property, by way of poll.

To the best of information, knowledge and belief of the Directors, as at the Latest Practicable Date, save as disclosed above, none of the Shareholders had any material interest in the Proposed Disposal and is required to abstain from voting in respect of the resolution for the approval of the Disposal of Property at the SGM.

– 9 –

LETTER FROM THE BOARD

ACTION TO BE TAKEN WITH REGARDS TO THE SGM

The notice of the SGM is set out on pages 26 to 28 of this circular.

If you are a Shareholder and are not able to attend the SGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon or other authority (if any) under which it is signed, or a certified copy of that power of attorney, to Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM.

Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the SGM, or any adjournment thereof, if they so wish and in such event the relevant Form of Proxy shall be deemed to be revoked.

RECOMMENDATION

The Board considers that the terms of the Agreement and the Disposal are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board would recommend the Shareholders to vote in favour of the ordinary resolution as set out in the notice of the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purposes of giving information with regards 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.

– 10 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the information set out in Appendices I, II and III to this circular.

Yours faithfully, On behalf of the Board RCG Holdings Limited Li Jinglong Director

– 11 –

APPENDIX I

FINANCIAL INFORMATION OF THE COMPANY

1. STATEMENTS OF INDEBTEDNESS

Borrowings

At the close of business on 31 August 2014, for the purpose of this indebtedness statement, the Group had outstanding secured borrowings of approximately HK$34,293,000 (RM13,961,000), being secured by the Property in this proposed disposal. The Property is currently charged to Malayan Banking Berhad via a Facility Agreement dated 21 April 2009.

Finance lease

At the close of business on 31 August 2014, the Group has finance lease of approximately HK$25,700 (RM10,500), being secured by the motor vehicle with carrying amount of approximately HK$33,300 (RM13,500).

Commitments

The Group had no material capital expenditure contracted for but not provided at the close of business on 31 August 2014.

Guarantees and contingent liabilities

At the close of business on 31 August 2014, the Group had no outstanding guarantees and contingent liabilities. Except as those disclosed above, there was no other debt securities of the Group issued and outstanding, and authorised or otherwise created but unissued, and term loans, including guaranteed, unguaranteed, secured (whether the security is provided by the Group or by third parties) and unsecured at the close of business on 31 August 2014.

Except as those disclosed above, there was no other borrowings or indebtedness in the nature of borrowing of the Group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, including guaranteed, unguaranteed, secured and unsecured borrowings and debt at the close of business on 31 August 2014.

2. WORKING CAPITAL

The Directors, are of the opinion that, taking into consideration the Group’s internal resources, available bank facilities of the Group and the estimated net proceeds from the Proposed Disposal, the Group has sufficient working capital for its present requirements, this is for at least the next twelve months from the date of this circular.

3. MATERIAL ADVERSE CHANGES SINCE 31 DECEMBER 2013

The Directors are not aware of any material adverse change in the financial and trading position of the Company since 31 December 2013 being the date to which the latest published audited financial statements of the Company were made up.

– 12 –

APPENDIX I

FINANCIAL INFORMATION OF THE COMPANY

4. FINANCIAL AND TRADING PROSPECTS OF THE COMPANY

The Group is international developer and solutions provider in the biometric, RFID and security industries and delivers high-performing, convenient security systems for enterprises and consumers. The Group’s business is divided generally into four categories: ‘‘Trading of Security of Biometric Products’’, ‘‘Solutions, Projects and Services’’, ‘‘Internet and Mobile Applications and Related Accessories’’ and ‘‘Commodities Trading’’.

The Group continues to believe that the ‘‘Internet and Mobile Application and Related Accessories’’ segment as a key growth area, in-line with the rapid growth of the mobile and gaming industry and in particular in Online gaming, Utilities Applications for IOS and Androids and Mass Advertising.

The Group’s Trading of Security and Biometric Products segment consists of biometrics and RFID products for consumer applications. Whilst its Solutions, Projects and Services segment revolves around the delivery of developed software and equipments to enterprises.

The Group’s Commodity Trading activities revolve around the trading of general commodities not limited to generally accepted common commodities like metal, ores, silks and so on. Trading is conducted on both open markets local and overseas; and also through private transactions.

The Group continuous efforts to consolidate and realign its business have enabled the Group to achieve a preliminary improvement in its financial position. The Group will continue to work towards, attaining a stable platform for sustainability and growth, with the dedication of experienced leadership in a structure that provides a close focus on operations in each business segment.

– 13 –

APPENDIX II

PROPERTY VALUATION

The following is the text of a letter, summary of value and valuation certificate, prepared for the purpose of incorporation in this circular received from JS Valuers Property Consultants Sdn Bhd, an independent property valuer, in connection with its valuation as at 30 June 2014 of the property interest located in Petaling Jaya, Selangor Darul Ehsan, Malaysia.

==> picture [57 x 53] intentionally omitted <==

JS Ref: V/08/28496/KL-RV7 JS Valuers Property Consultants Sdn Bhd Unit B-11-15, Block B Megan Avenue II No. 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur Malaysia 16 July 2014

The Directors RCG Land Sdn Bhd Lot 1, Jalan Teknologi 3/5 Taman Sains Selangor 1 Kota Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

Dear Sirs,

An industrial premises comprising a three storey detached factory building with an annexed three storey office building and a guard house located at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia (the ‘‘Property’’)

In accordance with your instruction for our firm to value the Property for the purpose of accounting and subsequently for the purpose of disposal, we confirm that we have carried out the site inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Property as at 30 June 2014 (the ‘‘Valuation Date’’).

Our valuation has been prepared in accordance with the Malaysian Valuation Standards (MVS) issued by the Board of Valuers, Appraisers and Estate Agents, Malaysia and International Valuation Standards published by the International Valuation Standards Council.

– 14 –

APPENDIX II

PROPERTY VALUATION

Basis of Valuation

The basis of the valuation is the market value of the Property. As defined in the Malaysian Valuation Standards (MVS) issued by the Board of Valuers, Appraisers and Estate Agents, Malaysia and the International Valuation Standards (IVS), the market value is the estimated amount for which a property/an asset should exchange on the date of valuation between a willing-buyer and a willing-seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Valuation Methodology

In arriving at our opinion of value of the Property, we have adopted the Comparison Method.

In assessing the market value of the Property, due consideration has been given to the general economic condition, property market condition with regards to the industrial property sector in particular and current land and industrial property value in the locality.

The Comparison Method entails analysis of sales and listings of similar properties in the locality and the value of the Property is arrived at by comparison after making adjustments for differences in location, size, neighbourhood and other relevant factors.

In arriving at the market value, we have taken into consideration factors such as location, time/market changes, tenure and quantum of size. The Property is a leasehold property and located within a desirable industrial area.

Valuation Assumptions

Our valuation is subject to the following assumptions and conditions:-

• i) Our valuation has been made on the assumption that the property interest is sold in the market in its existing state without the benefit of deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which could serve to affect the value of the property interest.

• ii) No allowance has been made in our report for any charge, mortgage or amount owing on any of the property interest valued nor any expense or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property is free of all encumbrances, restrictive conditions, endorsements, statutory notices and all outgoings.

• iii) We have been provided with copies of the title. However, we have not examined the original documents to verify the ownership or to ascertain the existence of any amendment which does not appear on the copies handed to us. While we have inspected the title to the Property as recorded in the Register Document of Title, we cannot accept any responsibility for its legal validity.

– 15 –

APPENDIX II

PROPERTY VALUATION

• iv) We have relied to a very considerable extent on the information provided by the client and have accepted advice given to us on such matters as tenure, planning approval, statutory notice, occupancies, completion date of the building, lettings and all other relevant matters.

• v) We have not carried out detailed measurements to verify the correctness of the site and floor areas in respect of the Property but have assumed that the site and floor areas shown on the documents provided to us are correct. All the dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only estimations.

• vi) We have inspected the exterior and interior of the Property on 10 March 2014. However, no investigations were carried out to determine whether or not any deleterious or hazardous materials had been used in the construction of the building or has since been incorporated and we are therefore unable to account or report any such material in our report. Moreover, no structural surveys were made nor any inspection of woodwork or other parts of the structure which were covered or inaccessible were made, and we are therefore unable to account for any defects in our report.

We enclose herewith our valuation certificate.

Yours faithfully

For and on behalf of

JS VALUERS PROPERTY CONSULTANTS SDN BHD

CHAN WAI SEEN, V-623, MRICS, MRISM

Director

• Note: Mr Chan Wai Seen is a Registered Professional Valuer with about 15 years’ experience in real estate industry and properties valuation in Malaysia. Mr Chan is a member of The Royal Institution of Chartered Surveyors and a member of the Royal Institution of Surveyors Malaysia. He has undertaken a number of real estate valuation and consultancy exercises for various types of properties and development projects. He has also successfully completed a joint research project with University of Malaya (UM) in year 2010, which was fully funded under the Real Estate Research and Development Grant Scheme (NAPREC), Valuation & Property Services Department, Ministry of Finance. He is now a member of the NAPREC’s Panel of Experts.

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APPENDIX II

PROPERTY VALUATION

VALUATION CERTIFICATE

Property

An industrial premises comprising a three storey detached factory building with an annexed three storey office building and a guard house at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia

Description and tenure

The Property fronts onto Jalan Teknologi 3/5, within Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor Darul Ehsan, Malaysia.

It is located approximately 25 kilometres to the west of the Kuala Lumpur city centre and about 15 kilometres to the north-west of the Petaling Jaya city centre.

Particulars of occupancy

At the time of our site inspection and as per the Tenancy Agreements provided to us, we noted that part of the Property is currently tenanted to various parties.

Whilst the remaining areas (144,401 square feet) are either owner occupied or vacant.

Market Value in Existing State as at 30 June 2014

RM59,800,000/(Ringgit Malaysia: Fifty Nine Million And Eight Hundred Thousand Only).

The subject site is a parcel of detached industrial land, regular in shape and having a land area of 1.3581 hectares (13,581 square metres) which is equivalent to 3.350 acres (146,185 square feet).

Erected on the subject site is a three storey detached factory building with an annexed three storey office building and a guard house.

The three storey detached factory with an annexed office building has a gross floor area of about 204,067 square feet.

The above mentioned buildings are about 5 years old and observed to be in good state of decorative repair except for some leakages on the roof top.

The land use right of the Property has been granted for a term of 99-year, expiring on 18 October 2106 for industrial use at an annual Government rent of RM13,507.00.

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PROPERTY VALUATION

APPENDIX II

Notes:

• (1) The registered owner of the Property was RCG Land Sdn Bhd (Re: as per the Grant No. HS(D) 241021, PT 9910, Pekan Sungai Buloh, District of Petaling, Selangor Darul Ehsan) as at the Valuation Date. RCG Land Sdn Bhd is the indirect wholly-owned subsidiary company of RCG Holdings Limited.

• (2) As at the Valuation Date, the Property was subjected to the following encumbrances and restriction in interest as per our land search in the Land Office:-

• i) The Property is currently charged to Malayan Banking Berhad via a Facility Agreement dated 21 April 2009.

• ii) The Property can only be transferred, leased or charged after getting approval from the State Authority.

• (3) As per the land search in the Land Office, the Property is designated for industrial use.

• (4) As at the time of our site inspection, we noted that the Property was held for owner occupation.

• (5) The details of the tenancy agreements are as follow(s):-

Unit No.	Tenant	Tenure	Monthly Rental
G 3.0, Ground	Amcop	Five (5) years	RM4,912/- + RM2,701.60
Floor	Security Sdn	commencing on 1	4,912 sq. ft. @ RM1.00 per sq. ft.
	Bhd	October 2012 and	Maintenance Charges @ RM0.20 per sq. ft.
		expiring on 30	Utility Charges @ RM0.35 per sq. ft.
		September 2017 with
		an option to renew for
		another three (3) years.
G 4.0, Ground	Amcop	Five (5) years	RM5,074/- + RM4,566.60
Floor	Security Sdn	commencing on 1	10,148 sq. ft. @ RM0.50 per sq. ft.
	Bhd	October 2012 and	Maintenance Charges @ RM0.10 per sq. ft.
		expiring on 30	Utility Charges @ RM0.35 per sq. ft.
		September 2017 with
		an option to renew for
		another three (3) years.
F 1.8, First	Amcop	Five (5) years	RM19,552.80 + RM5,295.55
Floor	Security Sdn	commencing on 1	8,147 sq. ft. @ RM2.40 per sq. ft.
	Bhd	October 2012 and	Maintenance Charges @ RM0.30 per sq. ft.
		expiring on 30	Utility Charges @ RM0.35 per sq. ft.
		September 2017 with
		an option to renew for
		another three (3) years.
F 1.9, First	T&T Gold	Three (3) years	RM5,491.20 + RM1,487.20
Floor	Mint Sdn Bhd	commencing on 1	2,288 sq. ft. @ RM2.40 per sq. ft.
		August 2012 and	Maintenance Charges @ RM0.30 per sq. ft.
		expiring on 31 July	Utility Charges @ RM0.35 per sq. ft.
		2015 with an option to
		renew for another two
		(2) years.

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APPENDIX II

PROPERTY VALUATION

Unit No. Tenant Tenure Monthly Rental F 2.7, Second Myatm Sdn Three (3) years RM7,472.70 + RM 2,556.45 Floor Bhd commencing on 1 3,933 sq. ft. @ RM1.90 per sq. ft. October 2012 and Maintenance Charges @ RM0.30 per sq. ft. expiring on 30 Utility Charges @ RM0.35 per sq. ft. September 2015 with an option to renew for another three (3) years.

• (6) The outgoings of the tenanted areas are as follow(s):

Unit No. G 3.0, Ground Floor G 4.0, Ground Floor F 1.8, First Floor F 1.9, First Floor F 2.7, Second Floor

Outgoings (per month)

Electricity RM639.08 Water RM32.61 Sewerage RM24.45 Electricity RM1,320.32 Water RM67.38 Sewerage RM50.52 Electricity RM1,059.98 Water RM54.09 Sewerage RM40.55 Electricity RM289.88 Water RM14.79 Sewerage RM11.09 Electricity RM511.71 Water RM26.11 Sewerage RM19.58

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APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. 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 INTEREST

Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures

As at the Latest Practicable Date, none of the Directors or chief executives had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be disclosed and notified to the Company and the Stock Exchange pursuant to Divisions 2, 3, 7 and 8 of Part XV of the SFO as recorded in the register required to be kept by the Company under Section 352 of the SFO; or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

Substantial Shareholders’ Interests and Short Positions in Shares and Underlying Shares

As at the Latest Practicable Date, the following persons or companies (other than the Directors and chief executives) had interest or short positions in the shares or underlying shares as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO and were directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote on all circumstances at general meeting of any other members of the Group as follows:

Long position in the ordinary shares of the Company

				Total number	Approximately
			Number of	of shares and	percentage of
	Capacity/	Number of	underlying	underlying	issued share
Name of Shareholders	Nature of interest	shares	shares	shares	capital
					(Note 4)
Crossover Global Limited	Beneficial Owner	104,352,941	—	104,352,941	10.40%
(Note 1)
Chan Chun Fai (Note 1)	Interest of	104,352,941	—	104,352,941	10.40%
	controlled
	corporation
Qin Chuhua (Note 1)	Interest of	104,352,941	—	104,352,941	10.40%
	controlled
	corporation

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APPENDIX III

GENERAL INFORMATION

				Total number	Approximately
			Number of	of shares and	percentage of
	Capacity/	Number of	underlying	underlying	issued share
Name of Shareholders	Nature of interest	shares	shares	shares	capital
					(Note 4)
Yang Zhijian (Note 1)	Interest of	104,352,941	—	104,352,941	10.40%
	controlled
	corporation
Veron International Limited	Beneficial owner	65,662,832	—	65,662,832	6.55%
(Note 2)
Kung Nina (Estate of Nina	Interest of	65,662,832	—	65,662,832	6.55%
Kung also known as Nina	controlled
T.H. Wang) (Note 2)	corporation
Lam Hok Chung Rainer	Trustee	65,662,832	—	65,662,832	6.55%
(Note 2)
Jong Yat Kit	Trustee	65,662,832	—	65,662,832	6.55%
Yu Sai Hung	Trustee	65,662,832	—	65,662,832	6.55%
The Offshore Group Holdings	Beneficial owner	53,515,556	—	53,515,556	5.33%
Limited (Note 3)
Chan Chun Chuen	Interest of	53,515,556	—	53,515,556	5.33%
(Note 3)	controlled
	corporation
Tam Miu Ching (Note 3)	Spousal interest	53,515,556	—	53,515,556	5.33%

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 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.

4. Represents the approximate percentage of total issued shares as at the Latest Practicable Date.

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APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or senior management had any interests or short positions in the substantial shareholders of the Company.

Save as disclosed above, so far as is known to the Directors, supervisor and chief executive of the Company, as at the Latest Practicable Date, no other person (other than the Directors, supervisors and chief executives of the Company), had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, and/or, who was, directly or indirectly, to be interested in 10% 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.

3. COMPETING INTERESTS

As at the Latest Practicable Date, the Directors were not aware of any business or interest of the Directors, controlling Shareholders, substantial Shareholders and each of their respective associates that competes or may compete with the business of the Group and any other conflict of interest which any such person has or may have with the Group.

4. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2013, being the date to which the latest published audited accounts of the Company were made up; and

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

5. 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 2013, being the date to which the latest published audited accounts of the Company were made up.

6. SERVICE CONTRACTS

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

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APPENDIX III

GENERAL INFORMATION

7. LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors’ to be pending or threatened against any member of the Group.

8. MATERIAL CONTRACTS

All material contracts (not being contracts entered into in the ordinary course of business) which were entered into by members of the Group within two years immediately preceding the issue of this circular are as follows:

• (a) On 23 April 2012, RCG International Holdings Limited, a wholly-owned subsidiary of the Company (‘‘RCG International’’) and Crossover Global Limited, a company incorporated in the British Virgin Islands with limited liabilities (‘‘Crossover’’) had entered into a sale and purchase agreement, pursuant to which, RCG International has conditionally agreed to acquire and Crossover has conditionally agreed to sell 55% of the issued share capital in Most Ideas Limited, a company incorporated in the British Virgin Islands with limited liabilities for a consideration of convertible notes of HK$88,700,000;

• (b) During the period from 9 April 2012 to 10 September 2013, RCG China Limited (‘‘RCG China’’), a wholly foreign owned company established under the laws of the PRC on 14 September 2006 and an indirectly wholly-owned subsidiary of the Company, entered into the sale and purchase agreements with various purchasers pursuant to which RCG China agreed to sell and the purchasers agreed to purchase eight office units located at No. 8 Haidian North Second Street, Zhong Guan Cun SOHO Zhong Guan Cun, Haidian District, Beijing, PRC for an aggregate consideration of RMB54,912,375;

• (c) On 27 March 2013, Sharp Asia International Limited (‘‘Sharp Asia’’), a whollyowned subsidiary of the Company, entered into an agreement with Mr. Chow Yik, pursuant to which Sharp Asia agreed to sell and Mr. Chow Yik agreed to purchase the 25% equity interest in I-Century Limited, a company incorporated in the British Virgin Islands with limited liabilities, for a consideration of HK$29,000,000;

• (d) On 21 May 2013, RCG China Holdings Limited (‘‘RCG China Holdings’’), an indirect wholly-owned subsidiary of the Company, entered into an agreement with Mr. Liu Ling Hao, pursuant to which RCG China Holdings agreed to sell and Mr. Liu Ling Hao agreed to purchase the 6% equity interest in Hero View Limited, a company incorporated in the British Virgin Islands with limited liabilities, for a consideration of HK$20,000,000;

• (e) On 27 December 2013, Sharp Asia had entered into an agreement to dispose its 3% equity interest in Xian Hui Investments Limited, a company incorporated in the British Virgin Islands with limited liabilities for a consideration of HK$12,000,000;

– 23 –

GENERAL INFORMATION

APPENDIX III

• (f) On 13 March 2014, Bio Tag International Limited, a wholly-owned subsidiary of the Company (‘‘BTIL’’) and Wealthy Zone Limited, a company incorporated in the British Virgin Islands with limited liabilities (‘‘WZL’’) entered into the sale and purchase agreement, pursuant to which, BTIL has conditionally agreed to acquire and WZL has conditionally agreed to sell the 74% of the issued share capital in Easy Ideas Limited, a company incorporated in the British Virgin Islands with limited liabilities for a consideration of HK$69,560,000;

• (g) On 28 April 2014, the Company entered into a 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. The placing was completed on 12 May 2014 with 167,080,000 new shares have been successfully placed to more than six independent placees; and

• (h) the Agreement.

9. EXPERT AND CONSENT

The following sets out the qualifications of the expert which has given an opinion or advice on the information contained in this circular:

Name Qualification

JS Valuers Property Consultants Sdn Bhd Professional property valuer (the ‘‘Valuer’’)

• (a) As at the Latest Practicable Date, the Valuer had no interest, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (b) As at the Latest Practicable Date, the Valuer had no interest, direct or indirect, in any assets which have been since 31 December 2013, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (c) The Valuer has given and has not withdrawn its written consent to the issue of this circular with its letter included in the form and context in which it is included.

10. GENERAL

• (a) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

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APPENDIX III

GENERAL INFORMATION

• (b) The principal place of business of the Company in Hong Kong is at Room 626– 629, Corporation Park, 11 On Lai Street, Siu Lek Yuen, Sha Tin, New Territories, Hong Kong.

• (c) The Hong Kong share registrar and transfer office of the Company is Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong.

• (d) The company secretary of the Company is Mr. Lo Wah Wai. He holds a Bachelor’s degree in Business Administration from the Chinese University of Hong Kong and a Master’s degree in Science from the New Jersey Institute of Technology, the United States. He is a practicing member of the Hong Kong Institute of Certified Public Accountants and is a member of the American Institute of Certified Public Accountants.

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

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours (i.e. from 9: 30 a.m. to 5: 30 p.m. on Monday to Friday) at the principal place of business of the Company in Hong Kong at Room 626–629, Corporation Park, 11 On Lai Street, Siu Lek Yuen, Sha Tin, New Territories, Hong Kong within 14 days from the date of this circular:

• (a) the memorandum and articles of association of the Company;

• (b) the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

• (c) the valuation report, text of which is set out in Appendix I to this circular;

• (d) the written consents referred to in the paragraph headed ‘‘Expert and Consent’’ in this appendix;

• (e) the annual reports of the Company for each of the two years ended 31 December 2012 and 2013, the interim reports of the Company for the six months ended 30 June 2013 and 30 June 2014; and

• (f) this circular.

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NOTICE OF THE SGM

==> picture [44 x 33] intentionally omitted <==

RCG Holdings Limited

宏 霸 數 碼 集 團（ 控 股 ）有 限 公 司[*]

(a company incorporated in Bermuda with limited liability)

(Stock Code: HKSE: 802)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of holders of ordinary shares of HK$0.01 each in the capital of RCG Holdings Limited (the ‘‘Company’’) will be held at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on 14 October 2014 at 4: 00 p.m. (Hong Kong time) or at any adjournment thereof, for the purpose of considering and (if thought fit), to pass, the resolution set out below as an ordinary resolution (with or without amendment) (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 24 September 2014):

ORDINARY RESOLUTION

‘‘THAT the sale and purchase agreement dated 15 April 2014 entered into between the Company and Pertubuhan Peladang Kebangsaan (National Farmers Organisation) (the ‘‘Sale and Purchase Agreement’’), a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder, be and are hereby approved, confirmed and/ or ratified and that the directors of the Company (the ‘‘Directors’’) authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering the Sale and Purchase Agreement be and are hereby approved, confirmed and/or ratified, and any Executive Director be and is

• For purpose of identification only

– 26 –

NOTICE OF THE SGM

hereby authorised to do or authorise doing all such acts, matters and things as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement the transactions pursuant to the Sale and Purchase Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms thereof as he may in his discretion consider to be desirable and in the interest of the Company.’’

Yours faithfully, On behalf of the Board of RCG Holdings Limited Li Jinglong Director

Hong Kong, 24 September 2014

Notes:

1. A Form of Proxy (as applicable) is enclosed.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

3. Any member entitled to attend and vote at a meeting of the Company shall be entitled appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

4. The instrument appointing a proxy or other authority (if any) under which it is signed, or a certified copy of such a power or authority, shall be delivered to the Company’s Registrars in Hong Kong, Union Registrars Limited at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong (for shareholders whose names appear in the Company’s branch register in Hong Kong) not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof) at which the person named in the instrument proposes to vote.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event the Form of Proxy shall be deemed to be revoked.

– 27 –

NOTICE OF THE SGM

1. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

2. Any corporation which is a member of the Company may by resolution of its Directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorized shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company and such corporation shall be deemed to be present in person at any such meeting if a person so authorized is present thereat.

– 28 –