Real Nutriceutical : Announcements and Notices - Updates on Recent Development and Resignation Announcement

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REAL NUTRICEUTICAL GROUP LIMITED 瑞 年 國 際 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2010)

UPDATES ON RECENT DEVELOPMENT AND

RESIGNATION ANNOUNCEMENT

This announcement is made by Real Nutriceutical Group Limited (the ''Company'') pursuant to Rule 13.09 of the Rules (the ''Listing Rules'') Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

UPDATES ON RECENT DEVELOPMENT

The board (''Board'') of directors (''Directors'') of Real Nutriceutical Group Limited (''Company'') wishes to inform shareholders of the Company that the Board has uncovered details that suggests potential misconduct by previous management.

As of the date of this announcement, Executive Directors of the board have been informed of debt allegedly owed by certain PRC subsidiaries of the Company. According to the last audited reports of the Company, these PRC subsidiaries held most of the Company's asset. Whilst none of these debts appeared on the Company's records, there seem to be unverified legal proceedings against these subsidiaries. The Board has engaged a Hong Kong and PRC legal advisor to perform a thorough investigation to ascertain both the authenticity and legality of these debts.

In any event when the Board uncovers new evidence or information which suggests legal issues involving the Former Management, the Board shall assess and pursue legal proceedings against the Former Management under applicable laws.

The Company will use its best endeavours to cooperate with the Stock Exchange in relation to fulfilling the requirements under the resumption conditions prior to the resumption of trading and any other requirements in this regard after the resumption of trading.

The Company will make further announcement(s) relating to any further material development of the above. The Company will also inform the market of all material information for the shareholders and potential investors of the Company to appraise the Company's position as and where appropriate.

RESIGNATION OF COMPANY SECRETARY AND AUTHORIZED REPRESENTATIVE

Mr. Poon Yick Pang, Philip (''Mr. Poon'') has tendered his resignation as the company secretary, authorised representative and the chief financial officer of the Company with effect from 15 March 2019 to pursue other career opportunities.

Mr. Poon confirmed that he did not have any disagreement with the Board and there is no other matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Company is in the process of identifying suitable candidate to fill in the vacancy of the company secretary. Further announcement will be made as and when appropriate.

On behalf of the Board

Real Nutriceutical Group Limited

Mr. Leung Wai Mr. Kwan Sai Dr. Chow Pok Ms. Yan, Vivian Man, Raymond Bun, Daniels Yu, Augustine

Executive Directors

Hong Kong, 21 March 2019

As at the date of this announcement, the Executive Directors are Mr. Leung Wai Man, Raymond, Mr. Kwan Sai Bun, Daniels, Dr. Chow Pok Yu, Augustine, and Ms. Yan, Vivian, and the Independent Non-Executive Directors of the Company are Mr. Ngai Wah Sang, Mr. Wong Kwok On and Mr. Yuen Ching Bor Stephen.