Roma : PROPOSED SHARE CONSOLIDATION; PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY TWO CONSOLIDATED SHARES HELD ON THE RECORD DATE

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

ROMA GROUP LIMITED

羅 馬 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8072)

PROPOSED SHARE CONSOLIDATION;

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY TWO CONSOLIDATED SHARES

HELD ON THE RECORD DATE

Financial adviser to the Company

Underwriter to the Rights Issue

PROPOSED SHARE CONSOLIDATION

The Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation which involves the consolidation of every four issued and unissued Existing Shares of par value of HK$0.016 each into one Consolidated Share of par value of HK$0.064 each.

* For identification purpose only

As at the date of this announcement, the authorised share capital of the Company is HK$80,000,000 divided into 5,000,000,000 Existing Shares of HK$0.016 each, of which 4,999,853,300 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Shares will be issued or repurchased between the date of this announcement and the date of the EGM, immediately after the Share Consolidation becoming effective and before completion of the Rights Issue, the authorised share capital of the Company will become HK$80,000,000 divided into 1,250,000,000 Consolidated Shares of HK$0.064 each, of which 1,249,963,325 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Company proposes to increase the Company's authorised share capital (on the basis of the Share Consolidation having become effective) from HK$80,000,000 divided into 1,250,000,000 Consolidated Shares to HK$576,000,000 divided into 9,000,000,000 Consolidated Shares by the creation of an additional 7,750,000,000 unissued Consolidated Shares. The Increase in Authorised Share Capital is subject to and conditional upon the Share Consolidation becoming effective and the passing of an ordinary resolution by the Shareholders at the EGM approving the same.

PROPOSED RIGHTS ISSUE

The Board proposes, subject to, amongst others, the Share Consolidation and the Increase in Authorised Share Capital becoming effective, to implement the Rights Issue on the basis of three Rights Shares for every two Consolidated Shares held on the Record Date at the Subscription Price of HK$0.15 per Rights Share, to raise approximately HK$281.2 million before expenses (assuming no further Shares will be issued or repurchased on or before the Record Date) by way of the issue of 1,874,944,986 Rights Shares.

The Company will provisionally allot to the Qualifying Shareholders three Rights Shares in nil-paid form for every two Consolidated Shares in issue and held on the Record Date. The Rights Issue will not be available to the Non-Qualifying Shareholders.

The estimated net proceeds of the Rights Issue will be approximately HK$257.5 million (assuming no further Shares will be issued or repurchased on or before the Record Date), which are intended to be used as to approximately HK$135 million for expanding the Group's existing financing services business, approximately HK$90 million for future investment opportunities to be identified (including but not limited to acquiring similar business for expansion), and the remaining balance for general working capital of the Group.

The Rights Issue is fully underwritten by Emperor Securities. Pursuant to the Underwriting Agreement, Emperor Securities has conditionally agreed to underwrite the 1,874,944,986 Rights Shares, subject to the terms and conditions set out in the Underwriting Agreement, in particular the fulfillment of the conditions precedent contained therein. Details of the major terms and conditions of the Underwriting Agreement are set out in the section headed ''The Underwriting Agreement'' in this announcement.

The Rights Issue is conditional, inter alia, upon fulfillment of the conditions set out under the section headed ''Conditions of the Rights Issue'' of this announcement. In particular, the Rights Issue is subject to the Underwriter not terminating or rescinding the Underwriting Agreement in accordance with the terms set out therein. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or potential investors contemplating selling or purchasing the Shares and/or the nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled (and the date of the Underwriter's right of termination or rescission of the Underwriting Agreement ceases) will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

GEM LISTING RULES IMPLICATIONS

Pursuant to Rule 10.29 of the GEM Listing Rules, the Rights Issue is conditional on, among other things, the approval by the Independent Shareholders at the EGM at which any controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution relating to the Rights Issue and the transactions contemplated thereunder. As at the date of this announcement, the Company does not have any controlling Shareholder. Therefore, Dr. Cheung Wai Bun, Charles, J.P., Ms. Chan Hong Nei, Connie and Mr. Yue Kwai Wa Ken (being the executive Directors), Mr. Yim Wai Ning (being the non-executive Director) and their respective associates shall abstain from voting in favour of the resolution in relation to the Rights Issue and the transactions contemplated thereunder at the EGM. As at the date of this announcement, Dr. Cheung Wai bun, Charles, J.P., Ms. Chan Hong Nei, Connie, Mr. Yue Kwai Wa Ken, Mr. Yim Wai Ning do not have any shareholding interest in the Company.

GENERAL

An Independent Board Committee consisting of all the independent non-executive Directors of the Company will be established to make recommendation to the Independent Shareholders in respect of the Rights Issue. An independent financial adviser will be appointed to advise the Independent Board Committee and Independent Shareholders in relation to the Rights Issue.

The Circular containing, among other matters, (i) further details of the Share Consolidation, the Increase in Authorised Share Capital and the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Rights Issue; and (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue; and (iv) a notice of the EGM will be despatched to the Shareholders on or before Thursday, 31 August 2017.

Upon passing of the necessary resolutions by the Independent Shareholders at the EGM approving the Rights Issue and the Share Consolidation and the Increase in Authorised Share Capital becoming effective, the Prospectus Documents will be despatched to the Qualifying Shareholders on or before Tuesday, 10 October 2017 whereas the Prospectus will be despatched to the Non-Qualifying Shareholders for information only.

WARNING OF THE RISKS OF DEALING IN EXISTING SHARES, CONSOLIDATED SHARES AND RIGHTS SHARES

The Consolidated Shares will be dealt in on an ex-rights basis from Wednesday, 27 September 2017. Dealings in the Rights Shares in the nil-paid form will take place from Thursday, 12 October 2017 to Thursday, 19 October 2017 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled or waived (as applicable) or the Underwriting Agreement is terminated or rescinded by the Underwriter, the Rights Issue will not proceed.

Any Shareholders or other persons contemplating selling or purchasing Rights Shares in their nil-paid form during the period from Thursday, 12 October 2017 to Thursday, 19 October 2017 (both dates inclusive) who are in any doubt about their position are recommended to consult their professional advisers. Any Shareholders or other persons dealing in the Existing Shares or the Consolidated Shares up to the date when the conditions of the Rights Issue are fulfilled or waived (as applicable) (and the date on which the Underwriter's right of termination or rescission of the Underwriting Agreement ceases) and any persons dealing in the nil-paid Rights Shares during the period from Thursday, 12 October 2017 to Thursday, 19 October 2017 (both dates inclusive) will accordingly bear the risk that the Rights Issue could not become unconditional or does not proceed.

PROPOSED SHARE CONSOLIDATION

The Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation which involves the consolidation of every four issued and unissued Existing Shares of par value of HK$0.016 each into one Consolidated Share of par value of HK$0.064 each.

Effects of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is HK$80,000,000 divided into 5,000,000,000 Existing Shares of HK$0.016 each, of which 4,999,853,300 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Shares will be issued or repurchased between the date of this announcement and the date of the EGM, immediately after the Share Consolidation becoming effective and before completion of the Rights Issue, the authorised share capital of the Company will become HK$80,000,000 divided into 1,250,000,000 Consolidated Shares of HK$0.064 each, of which 1,249,963,325 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue. The Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Any fractional Consolidated Share to which an individual Shareholder is entitled to will not be issued by the Company to such Shareholders, but will be aggregated, sold (if a premium, net of expenses, can be obtained) and retained for the benefit of the Company. Any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation will be cancelled.