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THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this Prospectus or as to the action to be taken, you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional advisers. Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this Prospectus. If you have sold or transferred all your shares in Renhe Commercial Holdings Company Limited, you should at once hand this Prospectus and, if any, the accompanying PAL and EAF to the purchaser(s) or transferee(s) or bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). A copy of each of the Rights Issue Documents, together with documents specified in the paragraph headed ‘‘16. Documents delivered to the Registrar of Companies’’,have been registered by the Registrar of Companies in Hong Kong as required under Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of the documents referred to above. Dealings in the Shares and the Rights Shares in their nil-paid and fully-paid forms may be settled through CCASS operated by Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) and you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional advisers for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders with registered addresses, and Beneficial Owners (as defined herein) who are resident, outside Hong Kong are referred to the important information set out in the paragraphs headed ‘‘Non-Qualifying Shareholders’’ under the section headed ‘‘Letter from the Board’’ of this Prospectus. Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Prospectus, 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 Prospectus. Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. This Prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid RightsSharesorfully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Shares or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. RENHE COMMERCIAL HOLDINGS COMPANY LIMITED 人 和 商 業 控 股 有 限 公 司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1387) RIGHTS ISSUE AT A SUBSCRIPTION PRICE OF HK$0.163 EACH ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY TEN EXISTING SHARES HELD ON THE RECORD DATE Underwriter of the Rights Issue Super Brilliant Investments Limited The latest time for acceptance of, and payment for, the Rights Shares is 4:00 p.m. on Tuesday, 10 July 2018. The procedures for acceptance and payment or transfer of the Rights Shares are set out in the section headed ‘‘Procedures for acceptance and payment or transfer’’ onpages21to25ofthisProspectus. It should be noted that the Underwriter may, upon giving notice in writing to the Company, terminate the Underwriting Agreement with immediate effect at any time prior to the Latest Time for Termination, upon the occurrence of certain events, including force majeure events. These events are set out in the section headed ‘‘Termination of the Underwriting Agreement’’ on pages 10 to 11 of this Prospectus. If the Underwriter exercises such right, the Underwriting Agreement will not become unconditional and the Rights Issue will not proceed. Upon the giving of written notice of termination, all the obligations of the Underwriter and the Company under the Underwriting Agreement shall cease and no party shall have any claim against any other for costs, damages, compensation or otherwise (save in respect of certain rights and obligations under the Underwriting Agreement, including rights of the parties thereto in respect of any antecedent breach). It should also be noted that the Shares have been dealt in on an ex-rights basis from Monday, 11 June 2018 and that dealings in the nil-paid Rights Shares will take place from Wednesday, 27 June 2018 to Thursday, 5 July 2018 (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remainunfulfilled.If prior to the Latest Time for Termination, the Underwriter terminates the Underwriting Agreement or if any of the other conditions of the Rights Issue assetoutinthe paragraph headed ‘‘Conditions of the Rights Issue’’ under the section headed ‘‘Letter from the Board’’ of this Prospectus is not fulfilled, the Rights Issue will not proceed. Any person dealing in the securities of the Company up to the date on which such conditions are fulfilled and any person dealing in the nil-paid Rights Shares from Wednesday, 27 June 2018 to Thursday, 5 July 2018 (being the first and last days of dealings in the nil-paid Rights Shares respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company, the nil-paid Rights Shares and/or the Shares during this period who is in any doubt about his/her/its position is recommended to consult his own professional advisers. * For identification purposes only 25 June 2018 NOTICE The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed, in which case a further announcement will be made by the Company at the relevant time. EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS, BENEFICIAL OWNERS OR INVESTORS WITH REGISTERED ADDRESS IN, LOCATED OR RESIDED IN JURISDICTIONS OUTSIDE HONG KONG, UNLESS OFFER TO SUCH JURISDICTIONS COULD LAWFULLY BE MADE WITHOUT COMPLIANCE WITH ANY REGISTRATION OR OTHER LEGAL OR REGULATORY REQUIREMENTS OR THE OFFER IS MADE IN RELIANCE ON ANY EXEMPTION OR WHERE COMPLIANCE IS NOT UNDULY BURDENSOME. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlement to the nil-paid Rights Shares or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. None of the nil-paid Rights Shares, the fully-paid Rights Shares, this Prospectus, the PAL and the EAF will be filed or registered under the securities laws of any jurisdictions other than in (i) Hong Kong; and (ii) the PRC, in accordance with the CSRC Notice after the approval from the Stock Exchange for the listing of the Rights Shares (in nil-paid and fully-paid forms) has been obtained, and none of the nil-paid Rights Shares, the fully-paid Rights Shares, this Prospectus, the PAL and the EAF will qualify for distribution under any of the relevant securities laws of any jurisdictions other than Hong Kong, the BVI, the Cayman Islands and the PRC (as to PRC Stock Connect Investors only) (other than pursuant to any applicable exceptions as agreed by the Company and the Underwriter). Accordingly, the nil-paid Rights Shares and the fully-paid Rights Shares may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, into or within any jurisdictions outside Hong Kong, the BVI, the Cayman Islands and the PRC (as to PRC Stock Connect Investors only) absent registration or qualification under the respective securities laws of such jurisdictions, or exceptions or exemption from the registration or qualification requirements under applicable rules of such jurisdictions. Shareholders with registered addresses in, investors who are located or resided in, any of the jurisdictions outside Hong Kong, the BVI, the Cayman Islands and the PRC (as to PRC Stock Connect Investors only) or who hold Shares on behalf of persons with such addresses, and Beneficial Owners who are resident outside Hong Kong, the BVI, the Cayman Islands and the PRC (as to PRC Stock Connect Investors only) should refer to the paragraph headed ‘‘Non- Qualifying Shareholders’’ under the section headed ‘‘Letter from the Board’’ of this Prospectus. For the avoidance of doubt, the PRC Stock Connect Investors can participate in the Rights Issue through ChinaClear. ChinaClear will provide nominee services for the PRC Stock Connect Investors to (i) sell (in full or in part) their nil-paid Rights Shares on the Stock Exchange; and/or (ii) subscribe (in full or in part) for their pro rata entitlement in respect of shareholding held on the Record Date at the Subscription Price under the Rights Issue in accordance with the relevant laws and regulations. However, ChinaClear will not support applications by such PRC Stock Connect Investors for excess Rights Shares under the Rights – i – NOTICE Issue through Shanghai-Hong Kong Stock Connect.

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