Sincere : VOLUNTARY ANNOUNCEMENT

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.

(Incorporated in Bermuda with limited liability)

(Stock code: 1196)

VOLUNTARY ANNOUNCEMENT

Reference is made to (i) the announcements issued by The Sincere Company, Limited ("Sincere") dated 4 February 2021, 25 February 2021, 16 April 2021 and 4 May 2021 in relation to, among other matters, the HK$150 million Loan Facility (collectively, the "Sincere Announcements"); (ii) the voluntary announcements issued by Realord Group Holdings Limited ("Realord") on 5 May 2021 and 6 May 2021 (the "Realord Announcements"); and (iii) the offer document issued by Realord dated 5 May 2021 in relation to, among other matters, the Offer (the "Offer Document").

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Sincere Announcements, the Realord Announcements and the Offer Document.

UPDATE ON THE SECOND PROPOSAL

As stated in the Realord Announcements, the Second Proposal was welcomed by Sincere. The legal adviser of Realord had provided revised and substantially complete drafts of the related loan documents under the Second Proposal to the legal adviser of Sincere on 7 May 2021. Realord is waiting for response from the Sincere Board regarding the draft loan documents under the Second Proposal.

Further, through Sincere's financial adviser, Realord received a letter from the legal adviser of the Lender on 7 May 2021 stating, among others, that non-payment of the outstanding amount under the HK$150 million Loan Facility by Sincere has constituted an event of default under the loan agreement and debenture of the HK$150 million Loan Facility. As a result, among others, the related clauses in the loan agreement and debenture of the HK$150 million Loan Facility had been triggered. In view of this, Realord has urged Sincere to make every effort to approve and sign all the relevant loan documents under the Second Proposal as soon as practicable and in any event no later than 11:00 a.m. on 10 May 2021 (Monday). This is necessary in order to save Sincere from any adverse implications arising from the overdue repayment of the outstanding amount under the HK$150 million Loan Facility.

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Realord shareholders and potential investors should note that the Second Proposal may or may not be completed. Realord shareholders and potential investors are advised to exercise caution when dealing in the securities of Realord.

By order of the board of

Realord Group Holdings Limited

Lin Xiaohui

Chairman

Hong Kong, 7 May 2021

As at the date of this announcement, the executive directors of Realord are Dr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong and the independent non-executive directors of Realord are Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue.

The directors of Realord jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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