Introduction
The Board of RCG Holdings Limited (AIM:RCG, HKSE:802), an international provider of biometric and RFID products and solution services with a primary focus in the Asia Pacific markets, would like to implement the proposed Share Subdivision, whereby each existing issued and unissued Share with a nominal value of HK$0.01 be subdivided into 20 Subdivided Shares with a nominal value of HK$0.0005.  The Share Subdivision is subject to the passing of the Share Subdivision Resolution as an ordinary resolution at the Special General Meeting, meaning that a majority of votes cast must be in favour of the resolution, to be convened at 3.00 p.m. (Hong Kong time) on 27 July 2010 at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor, Malaysia.

Background to and Reasons for the Proposed Share Subdivision
The Board believes the Share Subdivision will improve the liquidity in trading of Shares of the Company and thereby would attract more investors and widen the Shareholder base. Given the prevailing market conditions, a more liquid market will provide more flexibility for investors to buy and sell Shares of the Company. Accordingly, the Board considers that the Share Subdivision is in the best interests of the Company and its Shareholders as a whole.  The Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Group or the proportional interests of the Shareholders.  The Board considers that the Share Subdivision will not have any material adverse effect on the financial position of the Group.

The Board expects that the market price of each Share following the Share Subdivision will be approximately one-twentieth of the market price of a Share immediately before the Share Subdivision comes into effect reflecting the fact that Shareholders will own twenty times as many Shares.

Conditions of the Share Subdivision
The Share Subdivision is conditional upon:
(a) the Shareholders at the Special General Meeting approving the Share Subdivision Resolution; and
(b) the Listing Committee of the Hong Kong Stock Exchange granting the listing of and permission to deal in the Subdivided Shares.

Subject to the satisfaction of the conditions, the Company expects the effective date of the Share Subdivision to be 8.00 a.m. (Hong Kong Time) on 28 July 2010.  An expected timetable of events is set out at the end of this announcement. 

The circular relating to the Share Subdivision (which includes the notice convening the Special General Meeting) will be posted to the Company’s shareholders later today.  An electronic copy of the circular is available at the Company's website www.rcg.tv.

Share Capital of the Company
As at the date of this announcement, the authorised share capital of the Company was HK$90,000,000 divided into 9,000,000,000 Shares, of which 285,523,555 Shares had been issued are fully paid or credited as fully paid.  Assuming no further Shares will be issued or repurchased after the date of this announcement, upon the Share Subdivision having become effective, the authorised share capital of the Company will be HK$90,000,000 divided into 180,000,000,000 Subdivided Shares, of which 5,710,471,100 Subdivided Shares will be in issue and 174,289,528,900 Subdivided Shares will remain unissued.  The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in the relative rights of the Shareholders.

Change in Board Lot Size
The Shares are currently traded on the HKSE in board lots of 1,000 Shares.  The Board proposes that upon the Share Subdivision becoming effective, the Subdivided Shares will be traded on the HKSE in board lots of 10,000 Subdivided Shares.  Based on the closing price as at the last business day prior to this announcement of HK$4.70 per Share as quoted on the HKSE and the existing board lot size of 1,000 Shares, the prevailing board lot value is HK$4,700.00.  On the basis of the aforesaid closing price and the new board lot size of 10,000 Subdivided Shares, the new board lot value would be HK$2,350.00.

 
Arrangement on Odd Lot Trading
In order to facilitate the trading of odd lots (if any) of the Subdivided Shares on the HKSE, the Company has procured an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Subdivided Shares to make up a full board lot, or to dispose of their holdings of odd lots of the Subdivided Shares.  Holders of Shares who wish to take advantage of this matching service should contact David Yam of SBI E2-Capital Securities Limited at telephone number 852-2533 3791 during office hours from 11 August 2010 to 31 August 2010 (both dates inclusive).

Shareholders are reminded that the successful provision of odd lots matching services by the agent is not guaranteed, and are advised to consult their own professional advisers if they are in doubt of the above matching services.

The change in the board lot size will not result in any change in the relative rights of the Shareholders.

Adjustment to Options Granted by the Company
As at the date of this announcement, there were outstanding options granted by the Company to certain grantees to subscribe for 12,585,000 Shares under the share option scheme adopted by the Company.  According to the terms of the share option scheme, adjustments may be required to be made to the exercise price. Further announcements will be made in this regard.

Listing and Dealing
Application will be made to the HKSE and AIM, for the listing of and permission to deal in the Subdivided Shares.  The new ISIN for the Subdivided Shares is BMG739272075.  The new CUSIP number for the Subdivided Shares is G73927 207.

All necessary arrangements with respects to Shares listed on the HKSE will be made and subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the HKSE, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC.  Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter.  All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Free Exchange of Share Certificates for Shareholders who Hold HKSE Share Certificates
Subject to the Share Subdivision having become effective, the Existing HKSE Share Certificates will only be valid for delivery, trading and settlement purpose for the period up to 4:00 p.m. (Hong Kong Time) on 31 August 2010 and thereafter will not be accepted for delivery, trading and settlement purpose.  However, the Existing HKSE Share Certificates will continue to be good evidence of title to the Shares on the basis of one Share for 20 Subdivided Shares.  The Existing HKSE Share Certificates may be exchanged for the New HKSE Share Certificates at the Company’s registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (for Shareholders whose names appear in the Company’s branch register in Hong Kong) (i) free of charge at any time between 28 July 2010 and 3 September 2010; or (ii) upon payment of a prescribed fee of HK$2.50 (or such amount as may from time to time be determined by the Hong Kong Stock Exchange) for each existing share certificate cancelled or new share certificate issued at any time after 3 September 2010.

It is expected that New HKSE Share Certificates will be issued within a period of 10 business days upon the presentation of the Existing HKSE Share Certificates.  The Existing HKSE Share Certificates are in purple colour.  The New HKSE Share Certificates are in orange colour in order to be distinguished from the Existing HKSE Share Certificates.

Free Exchange of Share Certificates for Shareholders who Hold UK Share Certificates
Capita Registrars will issue UK Share Certificates representing the Subdivided Shares by 3 August 2010 in respect of the Shares held in certificated form and registered on the Jersey branch share register on the Record Date to the Shareholder’s address as it appears on the Jersey branch share register by pre-paid first class post at their risk.  If a Shareholder holds his/her Shares in uncertificated form through Depository Interests, his/her CREST account will be credited with Depository Interests in respect of the Subdivided Shares on 28 July 2010.

> Notice of SGM 2010 (English)
> Notice of SGM 2010 (Chinese)

> SGM 2010 Circular (English)
> SGM 2010 Circular (Chinese)

> Form of Proxy for Hong Kong Shareholders (English)
> Form of Proxy for Hong Kong Shareholders (Chinese)

> Subdivision Announcement (English)
> Subdivision Announcement (Chinese)

> Form of Proxy for UK Shareholders (English)

> Form of Direction (English)

For further information:
RCG Holdings Limited 
Tel: +852 3669 6999
Dato’ Lee Boon Han, Chief Executive Officer 
KC Chong, Chief Financial Officer 
ir@rcg.tv

Evolution Securities Limited 
(Nominated adviser and joint broker) 
Barry Saint / Tim Redfern / Esther Lee 
Tel: +44 (0) 20 7071 4300

Media enquiries:
Abchurch Communications Limited 
Henry Harrison-Topham / Joanne Shears 
Tel: +44 (0) 20 7398 7702
henry.ht@abchurch-group.com
www.abchurch-group.com

About RCG
RCG, a leading global provider of integrated biometrics and RFID security solutions, is publicly quoted and its shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited and admitted to trading on the AIM Market of the London Stock Exchange and the PLUS market. The Company has an aggressive growth strategy with a clear focus on developing new applications and revenue streams for global roll-out, particularly in the security applications industry.

Expected timetable of events 

Notes: Each of the times and dates above are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement.

Definitions 

The following definitions apply throughout this document unless the context requires otherwise: