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(3) Proposed Grant of Specific Mandate for the Conversion Shares; and (4) Notice of Egm

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(3) Proposed Grant of Specific Mandate for the Conversion Shares; and (4) Notice of Egm THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares in Renhe Commercial Holdings Company Limited, 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. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. 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) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION; (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (3) PROPOSED GRANT OF SPECIFIC MANDATE FOR THE CONVERSION SHARES; AND (4) NOTICE OF EGM Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 10 to 38 of this circular. A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 39 to 40 of this circular. A letter from Grand Moore, the independent financial adviser, containing its advice and opinion to the Independent Board Committee and the Shareholders is set out on pages 41 to 81 of this circular. A notice convening the EGM to be held at 3:00 p.m., on Friday, 20 July 2018, at Tianshan & Lushan Room, Level 5, Island Shangri-La. Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. * For identification purposes only 29 June 2018 CONTENTS Page CONTENTS .................................................................... i DEFINITIONS ................................................................. 1 LETTER FROM THE BOARD ................................................. 10 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................ 39 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............... 41 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP .......... I-1 APPENDIX II — FINANCIAL INFORMATION OF THE HADA TARGET GROUP ............................... II-1 APPENDIX III — FINANCIAL INFORMATION OF THE HANGZHOU TARGET GROUP ........................ III-1 APPENDIX IV — ACCOUNTANTS’ REPORT OF THE HADA TARGET GROUP ............................... IV-1 APPENDIX V — ACCOUNTANTS’ REPORT OF THE HANGZHOU TARGET GROUP ........................ V-1 PART I — ACCOUNTANTS’ REPORT OF THE HANGZHOU ZHAORONG AND ITSSUBSIDIARIES ...................... V-1 PART II — ACCOUNTANTS’ REPORT OF THE HANGZHOU HONGHUI AND ITSSUBSIDIARIES ...................... V-41 PART III — ACCOUNTANTS’ REPORT OF THE HANGZHOU CHANGHAI ................ V-77 PART IV — ACCOUNTANTS’ REPORT OF THE HANGZHOU VEGETABLE AND ITSSUBSIDIARY ........................ V-113 PART V — ACCOUNTANTS’ REPORT OF THE HANGZHOU FRUIT-PRODUCTS AND ITSSUBSIDIARIES ...................... V-149 – i – CONTENTS Page APPENDIX VI — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ......................... VI-1 APPENDIX VII — BUSINESS VALUATION OF THE HADA GROUP AND THE HANGZHOU TARGET GROUP ............ VII-1 APPENDIX VIII — PROPERTY VALUATION OF THE HADA TARGET GROUP ............................... VIII-1 APPENDIX IX — PROPERTY VALUATION OF THE HANGZHOU TARGET GROUP ........................ IX-1 APPENDIX X — GENERAL INFORMATION .............................. X-1 NOTICE OF THE EGM ........................................................ EGM-1 – ii – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Acquisition Agreements’’ the Hada Acquisition Agreement and the Hangzhou Acquisition Agreement ‘‘Acquisitions’’ the Hada Acquisition and the Hangzhou Acquisition ‘‘Announcement’’ the announcement of the Company dated 5 June 2018 in relation to, among other things, to the Acquisitions and the Rights Issue ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday or a Sunday, any public holiday in Hong Kong or a day on which a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.) on which banks generally are open for business in Hong Kong ‘‘BVI’’ the British Virgin Islands ‘‘Company’’ Renhe Commercial Holdings Company Limited (Stock Code: 1387), a company incorporated in the Cayman Islands with limited liability, the shares of which is listed on the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Controlling Shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘Convertible Bond’’ the unsecured HK$ settled convertible bond for the principal amount of HK$6,506,024,217 to be issued by the Company in favour of New Amuse, with terms and conditions set out under the paragraph headed ‘‘Letter from the Board — B. The Acquisitions — (I) The Hada Acquisition — Principal Terms of the Convertible Bond’’ of this circular ‘‘Conversion Price’’ the initial conversion price of HK$0.163 per Conversion Share, subject to customary adjustments ‘‘Conversion Shares’’ new Shares to be issued upon conversion of the Convertible Bond ‘‘Dai Family Group’’ Mr. Dai and his associates (including Super Brilliant, Gloss Season, Wealthy Aim, Ms. Zhang and New Amuse) ‘‘Director(s)’’ the director(s) of the Company – 1 – DEFINITIONS ‘‘EBITDA’’ earnings before interest, taxes, depreciation and amortization in accordance with International Financial Reporting Standards or other applicable financial reporting standard as agreed by the parties to the Hada Acquisition ‘‘EGM’’ the extraordinary general meeting of the Company to be convened on or about 20 July 2018 at which, among others, the Acquisitions and transactions contemplated thereunder together with the terms of the Hada Acquisition Agreement (including the Convertible Bond and the proposed grant of the Specific Mandate) and the Hangzhou Acquisition Agreement, will be considered, and if thought fit, approved by the Independent Shareholders ‘‘Enlarged Group’’ the Group as enlarged by the Hada Target Group and the Hangzhou Target Group upon completion of the Acquisitions ‘‘Framework Lease Agreement’’ the framework lease agreement entered into between the New Amuse (as lessor) and Yield Smart (as lessee) dated 9 June 2015 which took effect on 27 July 2015 ‘‘Gloss Season’’ Gloss Season Limited, a company incorporated in the BVI and holds 122,400,000 Shares, representing approximately 0.28% of the total issued Shares of the Company, as at the date of this circular ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Hada Acquisition’’ the acquisition of the entire issued share capital of the Hada Target Company pursuant to the terms and conditions of the Hada Acquisition Agreement ‘‘Hada Acquisition Agreement’’ the sale and purchase agreement dated 5 June 2018 entered into between Yield Smart, the Company and New Amuse in respect of the Hada Acquisition ‘‘Hada Completion’’ the completion of the Hada Acquisition ‘‘Hada Completion Date’’ thedateofHadaCompletion ‘‘Hada Consideration’’ the consideration of RMB5.4 billion for the Hada Acquisition under the Hada Acquisition Agreement, which will be settled by the issuance of the Convertible Bond ‘‘Hada Group’’ the PRC Operating Companies and the Hada Target Group referred in Appendix VII to this circular ‘‘Hada Target Company’’ United Progress Group Limited, a company incorporated in the BVI which is wholly-owned by New Amuse – 2 – DEFINITIONS ‘‘Hada Target Group’’ The Hada Target Company and its subsidiaries, including the PRC Landlord Entities (each a Hada Target Group Company) ‘‘Hangzhou Acquisition’’ the acquisition of the entire issued share capital of the Hangzhou Target Company pursuant to the terms and conditions of the Hangzhou Acquisition Agreement ‘‘Hangzhou Acquisition the sale and purchase agreement dated 5 June 2018 entered Agreement’’ into between Yield Smart and the Hangzhou Vendor in respect of the Hangzhou Acquisition ‘‘Hangzhou Changhai’’ 杭州昌海實業有限公司 (Hangzhou Changhai Industrial Company Limited**),
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