China e-Wallet Payment Group Limited — Share Issue/Capital Change 2016

Apr 1, 2016

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/03/2016

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer RCG Holdings Limited Date Submitted 01/04/2016

I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 802 Description : ---
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month 2,250,000,000 HK$0.04 HK$90,000,000.00
--- ---
Increase/(decrease)
Balance at close of the month 2,250,000,000 HK$0.04 HK$90,000,000.00
(2) Stock code : N/A Description :
No. of ordinary Par value Authorised share capital
shares (State currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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For Main Board and GEM listed issuers

2. Preference Shares

2. Preference Shares	2. Preference Shares	2. Preference Shares	2. Preference Shares	2. Preference Shares	2. Preference Shares
Stock code : N/A Description : No. of preference shares Par value (State currency) Authorised share capital (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month
3. Other Classes of	Shares
Stock code : N/A Description : No. of other classes of shares Par value (State currency) Authorised share capital (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month

Total authorised share capital at the end of the month (State currency) : HK$90,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares (1) (2)		No of preference shares	No. of other classes ofshares
	1,503,729,744 20,000,000 1,523,729,744	--- --- ---	--- --- ---	--- --- ---

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto
option scheme
including EGM
approval date	Movement duringthe month as at close of the month
(dd/mm/yyyy) and	Granted Exercised Cancelled Lapsed
class of shares
issuable
1. Share Options
granted in 2010
under the Share
OptionScheme
16/10/2008
ExercisePrice at
HK$25.44
Ordinary shares		NIL NIL NIL NIL	NIL -316,295-
2. Share Options
granted in 2016
underthe Share
OptionScheme
28/06/2013
Exercise Price at
HK$0.237
Ordinary shares		NIL 20,000,000 NIL NIL	20,000,000 -5,000,000-
3.
(/ /)
shares
		Total A.(Ordinary shares)	20,000,000
		(Preference shares)	N/A
		(Other class)	N/A
Total funds raised during the month from exercise of options
(State currency) HK$4,740,000.00

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)		Currency of nominal value Nominal value at close of preceding month	Currency of nominal value Nominal value at close of preceding month	Exercised during the month	Nominal value at close of the month	Nominal value at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. N/A							NIL N/A N/A
	( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2. N/A
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A
			( / /	)
	( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A
			( / /	)
	( / / ) Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			(/ /	)

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Class and description		Currency of amount outstanding	Amount at close of precedingmonth	Converted during the month	Amount at close ofthemonth	Amount at close ofthemonth	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. N/A							NIL N/A N/A
	Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2. N/A
			( / / )
	Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A
			( / / )
	Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A
			( / / )
	Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			( / / )

For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Share Option Schemes)	Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. 2. 3.	On 1 March 2016,SEEC Media Securities Limited and the Company	NIL N/A N/A
	entered into aplacingagreementpursuant to which SEEC Media
	Securities Limited has conditionallyagreed on a best effort basis to
	procure not less than six independent placees to subscribe, in up to 2
	tranches, for up to HK$475,000,000 of the convertible bonds.
	Assumingthe convertible bonds are fully placed, upon full conversion of
	the convertible bonds at the conversion price of HK$0.25, a total of
	1,900,000,000 conversion shares will be issued.
	The conversion shares will be issued under the specific mandate to be
	sought at the specialgeneral meetingto be convened bythe Companyto
	approve theplacingand the specific mandate and all matters
	contemplated thereunder.
	Details of the placing of convertible bonds are disclosed in the
	announcement dated 1 March 2016.
	(/ /)
	shares_(Note 1)_ N/A
	( / / )
	N/A
	( / / )
	shares_(Note 1)_
	Total D.(Ordinaryshares)
	(Preference shares)
	(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A
2. Open offer At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A
3. Placing At price :State Currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A
4. Bonus issue	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A

	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) ___ ( / / ) ( / / )	N/A
6. Repurchase of shares	Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )	N/A
7. Redemption of shares	Class of shares redeemed (Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )	N/A
8. Consideration issue At price:State currency	_ Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )	N/A

	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers
Type of Issue		No. of new shares of issuer issued during the month pursuant thereto		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
9. Capital reorganisation	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )	N/A
10. Other At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )	N/A
	Total E. (Ordinary shares) (Preference shares) (Other class)		N/A N/A N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):	(1)	20,000,000
	(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):		N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):		N/A
(These figures should be the same as the relevant figures under IIabove (“Movements in Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: Li Jinglong

Title: Director

(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.