Royal Catering : COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

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This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

Royal Catering Group Holdings Company Limited 皇 璽 餐 飲 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8300)

COMPLETION OF PLACING OF NEW SHARES

UNDER GENERAL MANDATE

Placing Agent

The Board is pleased to announce that the Completion took place on 5 January 2018 and an aggregate of 440,560,000 Placing Shares were successfully placed to not less than six independent Placees at the Placing Price.

Reference is made to the announcement of the Company dated 13 December 2017 (the ''Announcement'') in relation to the Placing of up to 440,560,000 Placing Shares. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that the Completion took place on 5 January 2018 and an aggregate of 440,560,000 Placing Shares, representing 100% of maximum number of the Placing Shares, were successfully placed to not less than six independent Placees at the Placing Price.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Placees and its ultimate beneficial owners (where applicable) is an Independent Third Party and none of the Placees has become a substantial shareholder (as defined in the GEM Listing Rules) as the result of the Placing.

The gross proceeds from the Placing of a total of 440,560,000 Placing Shares are approximately HK$46.3 million, and the net proceeds from the Placing, after deducting the Placing Agent commission and other expenses incurred in the Placing, are approximately HK$45.2 million. It is expected that (i) approximately HK$37.5 million, representing approximately 83.0% of the net proceeds from the Placing, will be used for acquiring a property in the urban area of Hong Kong to operate a new restaurant by the Group; and (ii) the remaining portion of approximately HK$7.7 million, representing approximately 17.0% of the net proceeds from the Placing, will be used for opening Du Hsiao Yueh (度小月) restaurants in Hong Kong.

CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

The 440,560,000 Placing Shares represent (i) 20% of the issued share capital of the Company immediately before the Completion; and (ii) 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and as at the date of this announcement.

Set out below is the shareholding structure of the Company immediately before and after the Completion:

Immediately after theImmediately before theShareholders

CompletionCompletion and as at the date of this announcement

Number of	Approximate	Number of	Approximate
Shares	%	Shares	%
Fortune Round Limited
(Note (i) and (ii))	1,500,000,000	68.10	1,500,000,000	56.75
Placees	-	-	440,560,000	16.67
Other public
Shareholders	702,800,000	31.90	702,800,000	26.58
Total	2,202,800,000	100	2,643,360,000	100
Notes:

• (i) Fortune Round Limited, a company incorporated in the British Virgin Islands with limited liability is wholly-owned by Mr. Wong Man Wai, the Chairman, the chief executive officer and executive Director of the Company. By virtue of the SFO, Mr. Wong Man Wai is deemed to be interested in the Shares held by Fortune Round Limited.

• (ii) Ms. Li Wing Yin is the spouse of Mr. Wong Man Wai and she is deemed to be interested in the Shares in which Mr. Wong Man Wai is interested in under the SFO.

By order of the Board

Royal Catering Group Holdings Company Limited

Wong Man Wai

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 5 January 2018

As at the date of this announcement, the executive Directors are Mr. Wong Man Wai, Mr. Chan Chak To Raymond and Ms. Lam Wai Kwan; and the independent non-executive Directors are Mr. Ma Yiu Ho Peter, Mr. Cheng Wing Hong and Mr. Cai Chun Fai.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.

This announcement will remain on the ''Latest Company Announcements'' page of the GEM website atwww.hkgem.comfor at least 7 days from the date of its posting. This announcement will also be published on the Company's website atwww.hkrcg.com.