Rykadan Capital : Circulars - (1) Very Substantial Disposal New Framework Agreement in Relation to Sale of the Property by Way of the New Disposal and (2) Very Substantial Acquisition Grant of the New Option and Notice of Extraordinary General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Rykadan Capital Limited 宏基資本有限公司, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

RYKADAN CAPITAL LIMITED

宏 基 資 本 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

(1) VERY SUBSTANTIAL DISPOSAL

NEW FRAMEWORK AGREEMENT IN RELATION TO

SALE OF THE PROPERTY BY WAY OF THE NEW DISPOSAL

AND

1. VERY SUBSTANTIAL ACQUISITION GRANT OF THE NEW OPTION
   AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless the context otherwise requires, all capitalised terms used in this circular have the meanings set out in the section headed "Definitions" of this circular. A letter from the Board is set out on pages 7 to 30 of this circular.

A notice convening the extraordinary general meeting of the Company is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. In such event, the form of proxy shall be deemed to be revoked.

23 August 2019

		CONTENTS
				Page
Definitions . . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	7
Appendix I	- Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . .	.	I-1
Appendix II	- Accountants' Report of the Target Company . . . . . . . . . . . . . . .	.	II-1
Appendix III	-	Management Discussion and Analysis of the Target Company . .	III-1
Appendix IV	-	Pro Forma Financial Information of the Remaining Group . . . .	IV-1
Appendix V	- Valuation Report on the Property . . . . . . . . . . . . . . . . . . . . . . .	.	V-1
Appendix VI	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	VI-1
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM.-1

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DEFINITIONS

In this circular, the following expressions have the following respective meanings unless the context requires otherwise:

"Block 4"	Block 4 of the Property with a total gross floor area of
	7,088.24 sq.m. which forms part of the Property
"Board"	the board of Directors
"BVI"	British Virgin Islands
"Company"	Rykadan Capital Limited 宏基資本有限公司, an exempt
	company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange (Stock Code: 2288)
"Completion"	the procedures for registration modification with the
	administration for industry and commerce under the
	New Framework Agreement having been completed, all
	the Consideration (i.e. the Share Consideration and all
	the shareholder's loan and other liabilities owing by the
	Target Company to Power City as at the Reference
	Date but before the Post-Completion Adjustment)
	having been paid off as agreed, and the transacting
	parties having signed the list of assets to be transferred
"Completion Date"	the date of Completion
"Completion Date Audit Report"	has the meaning ascribed to it in the section headed
	"New Framework Agreement - Post-Completion audit"
	in the "Letter from the Board" of this circular
"Consideration"	the consideration for the New Disposal payable to
	Power City, which comprises the Share Consideration
	and the Loan Repayment
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing
	Rules, and in the context of the Company, means
	Rykadan Holdings, Tiger Crown, Mr. Chan, Scenemay,
	Mr. Li and Ms. Li
"Debt Difference"	has the meaning ascribed to it in the section headed
	"New Framework Agreement - Other principle terms -
	Undertakings" in the "Letter from the Board" of this
	circular

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	DEFINITIONS
"Deposits"	the deposits in the aggregate amount of
	RMB30,264,720 payable by the Purchaser as disclosed
	in the section headed "New Framework Agreement -
	Deposits" in the "Letter from the Board" of this
	circular, comprising the first Deposit, the second
	Deposit and the third Deposit
"Director(s)"	the directors of the Company
"EGM"	the extraordinary general meeting of the Company to
	be convened and held to consider and, if thought fit,
	approve the resolution(s) relating to the New Disposal
	and the New Option
"EUR" or "Euro"	Euro, the lawful currency of the member states of the
	European Union
"Group"	the Company and its subsidiaries
"HK$" or "HKD"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Land"	the land located at No. 2300 Xuanhuang Road, Huinan
	County, Shanghai, PRC（中國上海市惠南鎮宣黃公路2300
	號）with a site area of 34,760 sq.m. where the Property
	is erected thereon
"Latest Practicable Date"	20 August 2019, being the latest practicable date prior
	to the printing of this circular for ascertaining
	information in this circular
"Lease Agreement"	the lease agreement dated 13 June 2019 entered into
	between the Target Company as lessor and the
	Purchaser as lessee, at the same time of the entering
	into of the New Framework Agreement, for the leasing
	of Block 4
"Lease Effective Date"	has the meaning ascribed to it in the section headed
	"Lease Agreement - Term" in the "Letter from the
	Board" of this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange

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	DEFINITIONS
"Loan Repayment"	the repayment of the loan owed by the Target Company
	to Power City, including shareholder's loan and other
	liabilities
"MCJQEDZ"	the Management Committee of Shanghai Jinqiao
	Economic Development Zone*（上海金橋經濟技術開發區
	管理委員會）
"Memorandum"	the memorandum entered into between Power City, the
	Target Company and the Purchaser dated 13 June 2019
	to supplement the New Framework Agreement
"Mr. Chan"	Mr. Chan William, an executive Director, Chairman,
	Chief Executive Officer and one of the Controlling
	Shareholders
"Mr. Li"	Mr. Li Chu Kwan, one of the Controlling Shareholders
	and Ms. Li's brother
"Mr. Ng"	Mr. Ng Tak Kwan, a non-executive Director and a
	substantial Shareholder
"Ms. Li"	Ms. Li Wing Yin, one of the Controlling Shareholders
	and Mr. Li's sister
"Mr. Lo"	Mr. Lo Hoi Wah, Heywood, the Chief Financial Officer
	of the Company
"NBPIDL"	Shanghai Nanhui Business Park Investment and
	Development Co., Limited* （上海南匯工業園區投資開發
	有限公司）
"New Business Licence"	the new business licence of the Target Company to be
	issued by the relevant industries and commence
	authority（工商主管機關）showing the Purchaser as the
	sole shareholder of the Target Company
"New Disposal"	the disposal by Power City of its 100% equity interest
	in the Target Company pursuant to the New Framework
	Agreement and the Target Company SPA
"New Framework Agreement"	the framework agreement dated 13 June 2019 entered
	into among Power City, the Target Company and the
	Purchaser in relation to, among other things, the
	termination of the Original Framework Agreement and
	the Original Property SPA, the New Disposal and the
	New Option

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