China Energy Storage Technology Development Limited — M&A Activity 2015

Oct 7, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED.

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POWER PORT HOLDINGS LIMITED

(Incorporated in the BVI with limited liability)

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)

JOINT ANNOUNCEMENT

(1) THE SHARE SALE COMPLETION;

(2) COMPLETION OF THE MAJOR AND CONNECTED TRANSACTION AND SPECIAL DEAL IN RELATION TO SALE AND PURCHASE OF NOBLE TREASURE;

AND

(3) CONTINUING CONNECTED TRANSACTIONS AND SPECIAL DEAL – ENTERING INTO THE MASTER SALE AGREEMENT

THE SHARE SALE COMPLETION

The Company and the Offeror are pleased to announce that the Share Sale Completion took place on 7 October 2015. The aggregate consideration for the Sale Shares amounted to HK$557,688,228, equivalent to HK$2.031 per Sale Share. Upon the Share Sale Completion, the Offeror and parties acting in concert with it became interested in 274,588,000 Shares, representing approximately 66.69% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the aforesaid, the Offeror and parties acting in concert with it do not have any other interests in any securities of the Company as at the date of this joint announcement.

Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make the Offer to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). Kingston Securities will make the Offer for and on behalf of the Offeror in compliance with the Takeovers Code.

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DESPATCH OF THE COMPOSITE DOCUMENT

Pursuant to the consent granted by the Executive under Note 2 to Rule 8.2 of the Takeovers Code on 28 August 2015, the Composite Document will be despatched to the Shareholders on a date falling within seven (7) days of the Disposal Completion and the Share Sale Completion or 9 November 2015, whichever is earlier. Given the Share Sale Completion took place on 7 October 2015, the Composite Document will be despatched to the Shareholders on or before 14 October 2015. Further announcement(s) in relation to the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

COMPLETION OF THE MAJOR AND CONNECTED TRANSACTION AND SPECIAL DEAL IN RELATION TO SALE AND PURCHASE OF NOBLE TREASURE

The Board is pleased to announce that all the conditions precedent to the Disposal had been fulfilled and the Disposal Completion took place on 7 October 2015.

Upon the Disposal Completion, Noble Treasure and its subsidiaries will cease to be subsidiaries of the Company and the results, assets and liabilities of the Noble Treasure and its subsidiaries will no longer be consolidated into financial statements of the Group.

CONTINUING CONNECTED TRANSACTIONS AND SPECIAL DEAL – ENTERING INTO THE MASTER SALE AGREEMENT

Upon Disposal Completion and Share Sale Completion, the Master Sale Agreement has become effective on 7 October 2015.

References are made to (i) the joint announcement of Telefield International (Holdings) Limited (the “ Company ”) and Power Port Holdings Limited (the “ Offeror ”) dated 11 August 2015 (“ Joint Announcement ”) and the circular of the Company dated 9 September 2015 (the “ Circular ”) in relation to, among other things, the Disposal, the Master Sale Agreement, the Share Sale Agreement and the Offer; and (ii) the poll results announcement of the EGM dated 25 September 2015. Capitalised terms used herein have the same meanings as defined in the Joint Announcement and the Circular unless otherwise specified.

THE SHARE SALE COMPLETION

The Company and the Offeror are pleased to announce that the Share Sale Completion took place on 7 October 2015. The aggregate consideration for the Sale Shares amounted to HK$557,688,228, equivalent to HK$2.031 per Sale Share. Upon the Share Sale Completion, the Offeror and parties acting in concert with it became interested in 274,588,000 Shares, representing approximately 66.69% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the aforesaid, the Offeror and parties acting in concert with it do not have any other interests in any securities of the Company as at the date of this joint announcement.

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Set out below is a table showing the shareholding structure of the Company (i) immediately before the Share Sale Completion; and (ii) immediately upon the Share Sale Completion and as at the date of this joint announcement:

The Offeror and parties actingin concert with itThe Shares Vendors:Dragon FortuneTelefield CharitableSubtotalPublic ShareholdersTotal	Immediately beforethe Share Sale CompletionNo. of SharesApproximately%––243,942,00059.2530,646,0007.44274,588,00066.69137,126,00033.31411,714,000100	Immediately uponthe Share Sale Completionand as at the date of thisjoint announcementNo. of SharesApproximately%274,588,00066.69––––274,588,00066.69137,126,00033.31411,714,000100

Upon the Share Sale Completion, the Offeror and parties acting in concert with it hold 274,588,000 Shares, representing approximately 66.69% of the existing issued Shares on the date of the Share Sale Completion. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make the Offer to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). Kingston Securities will make the Offer for and on behalf of the Offeror in compliance with the Takeovers Code.

DESPATCH OF THE COMPOSITE DOCUMENT

It is the intention of the Offeror and the Company to combine the offer document with the offeree response document into the Composite Document.

Pursuant to the consent granted by the Executive under Note 2 to Rule 8.2 of the Takeovers Code on 28 August 2015, the Composite Document will be despatched to the Shareholders on a date falling within seven (7) days of the Disposal Completion and the Share Sale Completion or 9 November 2015, whichever is earlier. Given the Share Sale Completion took place on 7 October 2015, the Composite Document will be despatched to the Shareholders on or before 14 October 2015. Further announcement(s) in relation to the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

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COMPLETION OF THE MAJOR AND CONNECTED TRANSACTION AND SPECIAL DEAL IN RELATION TO SALE AND PURCHASE OF NOBLE TREASURE

The Board is pleased to announce that all the conditions precedent to the Disposal had been fulfilled and the Disposal Completion took place on 7 October 2015.

Upon the Disposal Completion, Noble Treasure and its subsidiaries will cease to be subsidiaries of the Company and the results, assets and liabilities of the Noble Treasure and its subsidiaries will no longer be consolidated into financial statements of the Group.

CONTINUING CONNECTED TRANSACTIONS AND SPECIAL DEAL – ENTERING INTO THE MASTER SALE AGREEMENT

Upon Disposal Completion and Share Sale Completion, the Master Sale Agreement has become effective on 7 October 2015.

By order of the board of directors By order of the Board POWER PORT HOLDINGS LIMITED TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED Yang Zhihui Cheng Han Ngok Steve Director Chairman

Hong Kong, 7 October 2015

As at the date of this joint announcement, Mr. Yang Zhihui is the sole director of the Offeror.

As at the date of this joint announcement, the executive directors are Cheng Han Ngok Steve, Poon Ka Lee Barry, Ng Kim Yuen, Fok Pui Yin and Lee Kai Bon, and the independent non-executive directors are Au-Yang Cheong Yan Peter, Kwan Pun Fong Vincent and Xue Quan.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirms, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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