Real Nutriceutical : Announcements and Notices - Voluntary Announcement Board Approval for Exercise of the Repurchase Mandate and Share Repurchase

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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.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice in any jurisdiction. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire any securities in the share capital of Real Nutriceutical Group Limited 瑞

年國際有限公司 in Hong Kong, the United States or any other jurisdiction.

REAL NUTRICEUTICAL GROUP LIMITED

瑞 年 國 際 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2010)

VOLUNTARY ANNOUNCEMENT

BOARD APPROVAL FOR EXERCISE OF THE REPURCHASE MANDATE AND SHARE REPURCHASE

Reference is made to the general mandate granted to the board (''Board'') of directors (''Directors'') of Real Nutriceutical Group Limited 瑞年國際有限公司 (the ''Company'') to

repurchase shares (''Shares'') and securities of the Company of up to ten per cent (10%) of the issued share capital of the Company as at the annual general meeting (''AGM'') of the Company held on 2 June 2015 (''Repurchase Mandate'') subject to the terms and conditions set out in the explanatory statement for repurchase of Shares (''Explanatory Statement'') contained in the circular of the Company to its shareholders (''Shareholders'') dated 24 April 2015 and the Rules Governing the Listing of Securities (''Listing Rules'') on the Stock Exchange of Hong Kong Limited (''Stock Exchange''). The Repurchase Mandate will expire following the conclusion of the next annual general meeting of the Company.

The Company is pleased to announce that on 13 January 2016, the Board has approved an initial plan to exercise the Repurchase Mandate to purchase on the Stock Exchange up to 130 million Shares with immediate effect at such time, quantity and price as determined by the Board, all subject to the terms and conditions set out in the Explanatory Statement and the Listing Rules, and currently the Board has no intention to exercise the Repurchase Mandate to such extent as result in the substantial shareholder(s) (as defined in the Listing Rules) of the Company or the Company being required to make a mandatory general offer to purchase or repurchase (as the case may be) all Shares and securities of the Company pursuant to the Codes on Takeovers and Mergers and Share Repurchases (''Repurchase

Plan''). There can be no assurances that repurchases of Shares will be made at any specific timing, quantity or price and any decision to make repurchase will be subject to market conditions and at the absolute discretion of the Board.

As at the date of this announcement, so far as the Company is aware after making all due enquiries, none of the connected persons (as defined under the Listing Rules) of the Company or their respective associates (as defined under the Listing Rules) has indicated any intention to sell any Shares to the Company.

The Board is pleased to announce that on 14 January 2016, the Board has exercised its power under the General Mandate and had repurchased an aggregate of 3,000,000 Shares (''Repurchased Shares''), representing approximately 0.225% of the issued share capital of the Company as at the date of the AGM. The aggregate consideration for the repurchase of the Repurchased Shares is HK$1,847,950 (excluding commission fee).

The Board believes that it is the appropriate time to repurchase the Shares to enhance the net asset value and/or earnings per Share and the Repurchase Plan will benefit the Company and the Shareholders as a whole.

Shareholders and potential investors of the Shares should note that the exercise of the Repurchase Mandate by the Company is subject to the discretion of the Board and the repurchase of Shares by the Company as a result may or may not materialise. Shareholders and potential investors of the Shares should exercise caution when dealing in the Shares.

By order of the Board

Real Nutriceutical Group Limited Wang Fucai

Chairman

Hong Kong, 14 January 2016

As of the date of this announcement, the executive Directors are Mr. Wang Fucai, Mr. Yu Yan, Mr. Li Lin, Mr. Yi Lin, Mr. Zhang Yan and Ms. Au-Yeung Kam Ling, Celeste; the non- executive Directors are Mr. Ip Tak Chuen Edmond and Mr. Tsang Sze Wai, Claudius; and the independent non-executive Directors are Dr. Wong Lung Tak Patrick, J.P., Dr. Fong Chi Wah, Mr. Xu Hua Feng and Mr. Chan Kee Ming.