THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in China Renji Medical Group Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 any Shares. CONNECTED TRANSACTION — ISSUE OF UNLISTED WARRANTS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 17 to 18 of this circular, and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 44 of this circular. A notice convening the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Suites 903–905, 9th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Saturday, 11 January 2014 at 5: 30 p.m. is set out on pages 61 to 62 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.renjimedical.com. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the Company at 30/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of 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. Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed revoked. 24 December 2013 CONTENTS Page Definitions ......................................................................... 1 Letter from the Board .............................................................. 4 Letter from the Independent Board Committee ...................................... 17 Letter from the Independent Financial Adviser ...................................... 19 Appendix I — Valuation Report .................................................. 45 Appendix II — General Information ............................................... 56 Notice of EGM ..................................................................... 61 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Company’’ China Renji Medical Group Limited, a company incorporated in Hong Kong with limited liability and whose issued shares are listedonthemainboardoftheStockExchange ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Suites 903–905, 9th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Saturday, 11 January 2014 at 5: 30 p.m. for the Independent Shareholders to consider, and if thought fit, approve the Warrant Subscription Agreements and the transactions contemplated thereunder ‘‘First Supplemental the supplemental agreement dated 31 October 2013 entered into Warrant Subscription between the Company and the Subscriber for purpose of Agreement’’ amending certain terms and conditions of the Warrant Subscription Agreement ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC ‘‘Independent Board an independent board committee of the Company, comprising all Committee’’ the independent non-executive Directors, established to advise the Independent Shareholders in relation to the Warrant Subscription Agreements and the transactions contemplated thereunder ‘‘Independent Financial Reorient Financial Markets Limited, a corporation licensed to Adviser’’ or carry out Type 1 (dealing in securities), Type 4 (advising on ‘‘Reorient’’ securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders to advise the terms of the Warrant Subscription Agreements and the transactions contemplated thereunder ‘‘Independent Shareholders other than the Subscriber and its associates Shareholders’’ ‘‘Issue Price’’ HK$0.0002 per Warrant ‘‘Latest Practicable 20 December 2013, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular –1– DEFINITIONS ‘‘Listing Committee’’ the listing sub-committee of the board of the Stock Exchange ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China ‘‘Second Supplemental the supplemental agreement dated 20 December 2013 entered Warrant Subscription into between the Company and the Subscriber for purpose of Agreement’’ amending certain terms and conditions of the Warrant Subscription Agreement ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of HK$0.1 each in the share capital of the Company ‘‘Shareholders’’ shareholders of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subscriber’’ Wisdom Phoenix Limited, a company incorporated in the British Virgin Islands with limited liability ‘‘Tranche One Warrants an exercise price of HK$0.022 per Warrant Share at which Subscription Price’’ holder(s) of the Tranche One Warrants may subscribe for the Warrant Shares ‘‘Tranche Two an exercise price of HK$0.05 per Warrant Share at which Warrants holder(s) of the Tranche Two Warrants may subscribe for the Subscription Price’’ Warrant Shares ‘‘Tranche One the 1,350,000,000 unlisted warrants to be issued by the Company Warrant(s)’’ pursuant to the Warrant Subscription Agreements ‘‘Tranche Two the 1,350,000,000 unlisted warrants to be issued by the Company Warrant(s)’’ pursuant to the Warrant Subscription Agreements ‘‘Valuer’’ Greater China Appraisal Limited, an independent valuer ‘‘Warrant(s)’’ the total of 2,700,000,000 unlisted warrants to be issued by the Company under the Tranche One Warrants and the Tranche Two Warrants –2– DEFINITIONS ‘‘Warrant Shares’’ the new Shares to be issued by the Company upon the exercise of the subscription rights attaching to the Warrants under the Tranche One Warrants and the Tranche Two Warrants at the Tranche One Warrants Subscription Price and the Tranche Two Warrants Subscription Price, respectively ‘‘Warrant Subscription’’ the subscription for the Warrants by the Subscriber pursuant to the Warrant Subscription Agreement (as amended by the First and Second Supplemental Warrant Subscription Agreements) ‘‘Warrant Subscription the conditional warrant subscription agreement dated 5 July Agreement’’ 2013 entered into between the Subscriber and the Company in relation to the Warrant Subscription or as the context requires, the Warrant Subscription Agreement as supplemented and amended by the First and Second Supplemental Warrant Subscription Agreements ‘‘Warrant Subscription the Warrant Subscription Agreement, the First Supplemental Agreements’’ Warrant Subscription Agreement and the Second Supplemental Warrant Subscription Agreement ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. –3– LETTER FROM THE BOARD Executive Directors: Registered office: Mr. Tang Chi Chiu (Chairman) 30th Floor, Hopewell Centre Mr. Chan Ka Chung 183 Queen’s Road East Mr. Wang Jianguo Wanchai Hong Kong Independent non-executive Directors: Mr. Kwok Chung On Mr. Wu Chi Keung Ms. Wu Yan 24 December 2013 To the Shareholders and for information only, the option holders and the note holders, Dear Sir or Madam, CONNECTED TRANSACTION — ISSUE OF UNLISTED WARRANTS INTRODUCTION On 5 July, 31 October and 20 December 2013, the Company entered into the Warrant Subscription Agreement, the First and Second Supplemental Warrant Subscription Agreements, respectively. The purpose of this circular is to provide you with, among other things, details regarding (i) the Warrant Subscription Agreements and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee containing its advice to the Independent Shareholders in respect of the Warrant Subscription;