China Energy Storage Technology Development Limited — Capital/Financing Update 2012

Oct 3, 2012

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.

TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1143)

DISCLOSEABLE TRANSACTION –

(1) SUPPLEMENTAL AGREEMENT; AND

(2) COMPLETION OF THE SUBSCRIPTION AGREEMENT

The Board is pleased to advise that Completion took place on 3 October 2012. Upon Completion, (i) the Shareholders’ Agreement have been executed by the relevant parties and take effect on 3 October 2012; and (ii) Fargo Telecom is owned as to 53% by the Company.

In addition, a supplemental agreement relating to the Subscription Agreement was entered into by Calibre, Fargo Telecom, Fargo Services, Unipoint and the Company on 3 October 2012.

Reference is made to the announcement dated 14 September 2012 issued by the Company (the “ Announcement ”), as well as the announcement dated 19 September 2012 issued by the Company. Terms used in this announcement shall have the same meaning as defined in the Announcement unless the context requires otherwise.

SUPPLEMENTAL AGREEMENT

Calibre, Fargo Telecom, Fargo Services, Unipoint and the Company, being the parties to the Subscription Agreement, have entered into a supplemental agreement dated 3 October 2012 (the “ Supplemental Agreement ”), which varies certain terms of the Subscription Agreement. The original terms were mainly and already set out in the paragraphs headed “Post-Completion Undertakings” and “Subsequent Purchases” in the section headed “Subscription Agreement” of the Announcement.

Set out are the major terms of the Supplemental Agreement:

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Post-Completion Undertakings:

Each of Fargo Services and Calibre hereby agree to procure that Fargo Telecom will repay Fargo Services such amount as is equal to Fargo Services’ advances to Fargo Telecom as at the date of Completion less: (i) the value of Fargo Telecom’s non-amortised goodwill; and (ii) the value of the non-amortised internally generated intangible assets as at the date of Completion; and (iii) the loss of impairment on the acquired intangible assets as at the date of Completion, and (iv) any payment made under the Subscription Agreement, using Fargo Telecom’s own financial resources and per the following schedule:

(A) At Completion: HK$8.0 million;

• (B) 29 October 2012: in the event that Fargo Services’ current account after the payment of HK$8.0 million under the Subscription Agreement above become an amount due to Fargo Telecom and/or its subsidiaries, Fargo Services shall fully repay the balance due to Fargo Telecom and/or its subsidiaries forthwith, failing which, Fargo Services shall pay interest on such sum from 29 October 2012 to the date of actual payment at the rate of 2% per month and Fargo Telecom shall have no further obligation to pay the balance of the advances as set out in (C) and (D) below;

• (C) 30 October 2013: the lower of (i) HK$2.0 million and (ii) the balance of the advances, if any, (1) in the event that the Tax Investigation (as defined below in this announcement) is finalised and closed and Fargo Services having fully paid the Tax Payment Deduction (as defined below in this announcement) to Fargo Telecom and/or Calibre, to be paid to Fargo Services; or (2) in the event that the Tax Investigation is not finalised and closed or Fargo Services has not fully paid the Tax Payment Deduction to Fargo Telecom and/or Calibre, to be paid to the escrow agent, which shall be held on escrow upon and subject to the terms and conditions of an escrow agreement to be agreed and entered into among the escrow agent, Fargo Telecom, Fargo Services and Calibre, and which amount, less any Tax Payment Deduction (if any), shall be paid and released by the escrow agent to Fargo Services within seven Business Days after the finalisation and closing of the tax investigation in respect of any subsidiaries of Fargo Telecom, including but not limited to (i) Fargo Telecom Asia Limited, (ii) Maestro Wireless Solutions Limited and (iii) Smart Gears Limited (the “ Tax Investigation ”); or

• (D) 30 June 2014: balance of the advances (subject to the conditions set out in (C)(1) and (C)(2) above).

Fargo Services undertakes to pay to Fargo Telecom the total amount of the Tax Payment Deduction (as defined below) within seven Business Days after the finalisation and closing of the Tax Investigation, and failing which, Calibre shall have the right to deduct from or set off against the consideration and payment for the remaining shares of Fargo Telecom under the Subscription Agreement (representing 42.3% of issued share capital of Fargo Telecom (as enlarged by the issue of Subscription Shares)) in respect of any taxes (and penalties) determined by the Inland Revenue Department to be payable by Fargo Telecom and/or its subsidiaries in respect of any Tax Investigation together with all losses, liabilities, damages, costs, charges and expenses suffered or incurred by Fargo Telecom and/or its subsidiaries, incident to and/or in connection with any Tax Investigation, (collectively, the “ Tax Payment Deduction ”) which shall be without prejudice any other rights or remedies available to Fargo Telecom and/or Calibre, and Calibre’s right to claim for damages against Fargo Services in the event that the Tax Payment Deduction or any outstanding payment of the Tax Payment Deduction or the amount of damages of Calibre exceeds the amount of consideration for the remaining shares of Fargo Telecom (the “ Excessive Amount ”) whereupon Fargo Services shall transfer such remaining shares to Calibre and pay the Excessive Amount to Calibre.

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Fargo Services shall indemnify and shall keep indemnified and save harmless Fargo Telecom and (as Fargo Telecom shall direct) from and against any loss, claim, liability, expense, or other damage attributable to shortfall in the net assets value as referred to under the Subscription Agreement, in the event that the net assets value of Fargo Telecom as at the date of Completion is less than HK$12.7 million, Fargo Services shall forthwith and in any event not later than three Business Days from the date of issue of the completion accounts of Fargo Telecom as at date of Completion, and in any event not later than 29 October 2012 pay the shortfall by cash in the net asset value to Fargo Telecom.

Subsequent purchases:

The completion of sale and purchase of the remaining shares of Fargo Telecom at each stage shall take place within 10 Business Days of Fargo Telecom’s consolidated audited consolidated accounts for the relevant financial year being approved and signed by its auditors.

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT

The Supplemental Agreement was entered into by the Group in order to protect the Group from its possible tax exposure as a result of the Subscription and the Tax Investigation. The Directors consider that the Supplemental Agreement was on normal commercial terms and the terms were arrived at after arm’s length negotiations among the parties, and the Supplemental Agreement is in the interests of the Group and the Shareholders as a whole.

COMPLETION OF THE SUBSCRIPTION AGREEMENT

The Board is pleased to advise that Completion took place on 3 October 2012. Upon Completion, (i) the Shareholders’ Agreement have been executed by the relevant parties and take effect on 3 October 2012; and (ii) Fargo Telecom is owned as to 53% by the Company. The major terms of the Shareholders’ Agreement were already set out in the Announcement.

By Order of the Board Telefield International (Holdings) Limited Cheng Han Ngok Steve Chairman

Hong Kong, 3 October 2012

As at the date of this announcement, the Board comprises five executive directors, namely, Mr. Cheng Han Ngok Steve, Mr. Poon Ka Lee Barry, Mr. Ng Kim Yuen, Ms. Fok Pui Yin and Mr. Lee Kai Bon; and three independent non-executive directors, namely, Mr. Au-Yang Cheong Yan Peter, Dr. Kwan Pun Fong Vincent and Dr. Xue Quan.

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