Reliance Global : 1. PLACING AGREEMENT FOR 3-YEAR SECURED NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF UP TO HK$300,000,000; AND 2. SUCCESSFUL PLACING OF FIRST TRANCHE OF THE NOTES

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.

RELIANCE GLOBAL HOLDINGS LIMITED

信保環球控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 723)

INSIDE INFORMATION

1. PLACING AGREEMENT FOR 3 - YEAR SECURED NOTES IN THE AGGREGATE PRINCIPAL

AMOUNT OF UP TO HK$300,000,000;

AND

2. SUCCESSFUL PLACING OF FIRST TRANCHE OF THE NOTES

Placing Agent

On 2 January 2020, the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent agreed to act as placing agent, on a best effort basis, for the purpose of procuring Placees to subscribe for the Notes with an aggregate principal amount of up to HK$300,000,000.

The Board is pleased to announce that after signing of the Placing Agreement, the Placing Agent has notified the Company that it has successfully placed the first tranche of the Notes in the aggregate principal amount of HK$50,000,000 , completion of which is expected to take place on 15 January 2020.

* For identification purpose only

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This announcement is made pursuant to the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Listing Rules.

THE PLACING AGREEMENT

Date
2 January 2020
Parties
Issuer	:	the Company
Placing Agent	:	Get Nice Securities Limited
		The Placing Agent is a wholly owned subsidiary of Get Nice
		Financial Group Limited (stock code: 1469) ("Get Nice
		Financial"), a company incorporated in Cayman Islands, the issued
		shares of which are listed on the Stock Exchange. To the best of
		the Directors' knowledge, information and belief having made all
		reasonable enquiries, Get Nice Financial and the Placing Agent
		are third parties independent of the Company and its connected
		persons and is/are not connected persons (as defined in the Listing
		Rules) of the Company.

The Placing of the Notes

Pursuant to the Placing Agreement, the Placing Agent agreed to act as placing agent, on a best effort basis, for the purpose of procuring Placees to subscribe in cash for the Notes with an aggregate principal amount of up to HK$300,000,000.

Placees

The Notes shall be placed to independent Placees who will be professional, institutional or private investors and who and whose ultimate beneficial owner(s) are Independent Third Parties. The selection of Placees for the Notes and the amount of the Notes to be allocated to any particular Placee shall be determined by the Placing Agent, subject to the Placing Agreement.

Placing Period

The placing period commences on the date of the Placing Agreement until and inclusive of the Closing Date (or such later time and date as the Placing Agent and the Company may agree in writing), unless terminated earlier pursuant to the terms of the Placing Agreement.

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Placing Commission

0.625% on the gross proceeds actually raised in the Placing of the Notes.

Completion of the Placing of the Notes

Completion of the Placing of the Notes may take place in tranches provided that the minimum principal amount for each tranche should not be less than HK$50,000,000 and the excess in integral multiple of HK$1,000,000 (or such amount(s) as may be agreed between the Placing Agent and the Company from time to time) .

PRINCIPAL TERMS OF THE NOTES

Issuer	:	the Company
Aggregate principal	:	Up to HK$300,000,000
amount
Interest rate	:	7.125% per annum and payable quarterly in arrears
Default interest	:	where the Company defaults in the payment of any sum
		due and payable in respect of the Notes, the Company
		shall pay interest on such sum to the relevant
		Noteholder(s) from the original due date to the date of
		actual payment in full (both before and after judgment)
		calculated at the rate of 10% per annum
Maturity date	:	for each tranche of the Notes, the date falling on the third
		(3rd) anniversary of the issue date thereof or if that is
		not a Business Day, the first Business Day thereafter
Denomination	:	the Notes are in registered form in the denomination of
		HK$1,000,000 and integral multiple of HK$1,000,000 in
		excess thereof (or such other amount as may be agreed
		between the Placing Agent and the Company from time
		to time)
Status of the Notes	:	the Notes constitute direct, unconditional, un-
		subordinated and secured obligations of the Company
		which will at all times rank pari passu without any
		preference or priority among themselves . The Notes will
		have the benefit of the Debenture as security
Transferability	:	the Notes may be transferred, in the minimum amount of
		HK$1,000,000 and integral multiple of HK$1,000,000 in
		excess thereof, to any person subject to the conditions,
		approvals, requirements and any other provisions of or
		under:

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(a) the Stock Exchange or their rules and regulations;

		and
		(b) all applicable rules and regulations,
		provided that the Notes (or any part(s) thereof) shall not
		be assigned or transferred to a connected person of the
		Company without the prior written consent of the
		Company
Early redemption	:	the Company may in respect of each tranche of the
		Notes, at any time and from time to time after the second
		anniversary of the issue date thereof, by giving to a
		Noteholder not less than 15 days' nor more than 30 days'
		written notice (the "Early Redemption Notice") (which
		notice shall be irrevocable), redeem the Notes of such
		Noteholder in whole or in part and if in part, in minimum
		amount of HK$1,000,000 or integral multiple of
		HK$1,000,000 in excess thereof on the date specified in
		the relevant Early Redemption Notice, at 102% of the
		principal amount outstanding under such Notes, together
		with the accrued and unpaid interest at the date fixed for
		redemption
Redemption	on :	unless previously redeemed, or purchased and cancelled,
maturity		the Notes will be redeemed at their principal amount on
		the maturity date thereof
Events of default	:	the Notes may become immediately due and payable at
		their principal amount, together with accrued interest, on
		the occurrence of certain events of defaults set out in the
		condition to the Notes such as non-payment by the
		Company, default by the Company of any obligations
		under or in respect of the Notes, default by the Chargor
		under the Debenture, cross-default of the Company or
		any of its material subsidiaries beyond the agreed
		threshold, insolvency of the Company or any of its
		material subsidiaries, winding-up of and unsatisfied
		judgment against the Company or any of its material
		subsidiaries
Security	:	the Debenture

No application will be made for listing of the Notes on the Stock Exchange or any other stock exchange.

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REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in money lending business, forest -related business including sustainable forest management and sales of timber and wooden products, and leasing of properties. Assuming the Notes are placed in full, the maximum aggregate principal amount of the Placing of the Notes will be HK$ 300,000,000. After deducting the placing commission and other estimated expenses payable in connection with the Placing of the Notes, the Company intends to use the net proceeds of approximately HK$298,000,000 from the issue of the Notes for the development of the money lending business of the Group.

PLACING OF THE FIRST TRANCHE OF THE NOTES

The Board is pleased to announce that on the date of signing of the Placing Agreement, the Placing Agent has notified the Company that it has successfully placed the first tranche of the Notes in the aggregate principal amount of HK$50,000,000 , completion of which is expected to take place on 15 January 2020. Further announcement will be made by the Company in respect of their completion as and when appropriate.

SUSPENSION OF TRADING

Trading in the Shares has been suspended commencing from 9:00 a.m. on 10 October 2018 as the Company has been placed in the first delisting stage under Practice Note 17 of the Rules Governing the Listing of Securities on the Stock Exchange referred to in the Company's announcement dated 12 October 2018.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

"Board"	:	Board of Directors
"Business Day"	: a day (excluding Saturday, Sunday or public holiday) on
		which licensed banks in Hong Kong are generally open
		for business during their normal business hours
"Chargor"	: Reliance Credit Limited, a wholly owned subsidiary of the
		Company which is a licensed money lender holding a
		valid money lenders licence under the Money Lenders
		Ordinance (Chapter 163 of the Laws of Hong Kong) and
		is principally engaged in the business of money lending
		and held a loan and finance lease portfolio of
		approximately HK$311,118,000 as at 30 September 2019
"Closing Date"	:	30 June 2020

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"Company"	:	Reliance Global Holdings Limited, a company
		incorporated in Bermuda with limited liability, the shares
		of which are listed on the Main Board of the Stock
		Exchange (stock code: 7 2 3 )
"Debenture"	:	a debenture incorporating a first floating charge over all
		the undertakings, property and assets of the Chargor in
		favour of a security trustee as trustee for and on behalf of
		the Noteholders
"Director(s)"	:	director(s) of the Company
"Group"	:	the Company and its subsidiaries
"Hong Kong"	:	Hong Kong Special Administrative Region of the People's
		Republic of China
"Independent Third	:	third parties independent of and not connected with the
Party(ies)"		directors, chief executive and substantial shareholders of
		the Company or any of its subsidiaries, or any of their
		respective associates
"Listing Rules"	:	Rules Governing the Listing of Securities on the Stock
		Exchange
"Noteholder(s)"	:	holder(s) of the Notes
"Notes"	:	three years notes in an aggregate principal amount of up
		to HK$300,000,000 with a coupon rate at 7.125% per
		annum to be placed pursuant to the Placing Agreement and
		to be created and issued by the Company
"Placees"	:	any person or entity whom the Placing Agent has procured
		to purchase any of the Notes pursuant to the Placing
		Agent's obligations under the Placing Agreement
"Placing of the	:	placing of the Notes pursuant to the terms of the Placing
Notes"		Agreement
"Placing Agent"	:	Get Nice Securities Limited, a licensed corporation to
		carry out types 1 (dealing in securities), 4 (advising on
		securities), 6 (advising on corporate finance) and 9 (asset
		management) regulated activities under the SFO
"Placing Agreement"	:	placing agreement dated 2 January 2020 entered into
		between the Company and the Placing Agent in relation
		to the Placing of the Notes

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"SFO"	:	Securities and Futures Ordinance (Chapter 571 of the Law
		of Hong Kong)
"Share(s)"	:	ordinary share(s) in the share capital of the Company
"Stock Exchange"	:	The Stock Exchange of Hong Kong Limited
"HK$"	:	Hong Kong dollars, the lawful currency of Hong Kong
"%"	:	per cent.

By Order of the Board

Reliance Global Holdings Limited

Wang Jingyu

Chairlady

Hong Kong, 2 January 2020

As at the date of this announcement, the Board comprises Ms. Wang Jingyu (Chairlady), Mr. Lai Ming Wai (Chief Executive Officer) and Ms. Chan Yuk Yee as Executive Directors and Mr. Yam Kwong Chun, Mr. Chiang Bun and Mr. Chai Chi Keung as Independent Non-executive Directors.

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