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

Apr 27, 2015

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.

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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)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND RESUMPTION OF TRADING

THE MEMORANDUM OF UNDERSTANDING (“MOU”) AND THE POSSIBLE TRANSACTION

The Board would like to announce that, after trading hours on 23 April 2015, the Company was informed by the Controlling Shareholders (as the intended vendors) that they have entered into a MOU dated 23 April 2015 with the Potential Purchaser (as intended purchaser). The MOU sets forth the understanding and certain preliminary terms in relation to the Possible Transaction between the parties thereto.

As provided by the Potential Purchaser, the Potential Purchaser is wholly and beneficially owned by Mr. Yang Zhihui, who is currently the controlling shareholder (as defined under the Listing Rules), as well as the chairman and an executive director of Landing International Development Limited (the shares of which are listed on the main board of The Stock Exchange, stock code: 582).

Subject to the Definitive Agreement being entered into, if the Possible Transaction materialises, the Potential Purchaser will acquire all of the 274,588,000 Shares, representing approximately 66.69% of the voting rights of the Company, giving rise to an obligation on the part of the Potential Purchaser and any parties acting in concert with it to make a mandatory unconditional general offer for all of the Shares (other than those already owned or agreed to be acquired by them) under Rule 26.1 of the Takeovers Code.

RESUMPTION OF TRADING OF SHARES

At the request of the Company, trading in the Shares on the Stock Exchange had been halted with effect from 10:14 a.m. on Thursday, 23 April 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares from 9:00 a.m. on 28 April 2015.

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There is no assurance that the Possible Transaction will materialise or eventually be consummated. Shareholders and potential investors of the Company should be aware that the terms of the Possible Transaction are subject to further negotiations between the Controlling Shareholders and the Potential Purchaser, and the completion of the Possible Transaction is subject to the Definitive Agreement being entered into and the satisfaction (or, as the case may be, waiver) of such conditions precedent to completion as may be specified therein. The Possible Transaction and the possible general offer arising from the Possible Transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares of the Company and if they are in any doubt about their position, they should consult their professional adviser(s).

This announcement is made by Telefield International (Holdings) Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 3.7 of the Hong Kong Code of Takeovers and Mergers (the “ Takeovers Code ”), Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 23 April 2015 in respect of trading halt in shares of the Company ( “ Shares ”) on the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) relating to certain inside information.

MOU IN RESPECT OF THE POSSIBLE TRANSACTION

The board of directors (the “ Board ”) of the Company wishes to announce that, after trading hours on 23 April 2015, the Company was informed by Dragon Fortune International Limited (“ Dragon Fortune ”) and Telefield Charitable Fund Limited, collectively, the controlling shareholders (as defined in the Listing Rules) of the Company (the “ Controlling Shareholders ”) (as intended vendors) that they have entered into the MOU with Power Port Holdings Limited, an independent third party (the “ Potential Purchaser ”); who together with the Controlling Shareholders are collectively referred to as the “ Parties ” in relation to the Possible Transaction (as defined below). As provided by the Potential Purchaser, the Potential Purchaser is wholly and beneficially owned by Mr. Yang Zhihui (“ Mr. Yang ”). Mr. Yang is currently the controlling shareholder (as defined under the Listing Rules), as well as the chairman and an executive director of Landing International Development Limited (the shares of which are listed on the main board of The Stock Exchange, stock code: 582). To the best knowledge, information and belief of the Directors, the Potential Purchaser and Mr. Yang are not connected persons (as defined in the Listing Rules) of the Company and are independent third parties. The MOU sets forth the understanding and certain preliminary terms in relation to the Possible Transaction.

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The Possible Transaction

As informed by the Controlling Shareholders, pursuant to the MOU, the Controlling Shareholders intend to sell and the Potential Purchaser intends to purchase all of the 274,588,000 Shares held by the Controlling Shareholders, which represents approximately 66.69% of the Shares in the Company (“ Proposed Sale Interest ”), at an indicative price of HK$2.031 per Share (“ Possible Transaction ”). The payment method of the purchase price for the Proposed Sale Interest will be subject to further negotiations between the parties to the MOU and be set out in a legally binding definitive agreement (the “ Definitive Agreement ”) to be entered into (if entered into at all) between the Controlling Shareholders (as vendor) and the Potential Purchaser (as purchaser) with respect to the Possible Transaction.

Exclusivity

As informed by the Controlling Shareholders, pursuant to the MOU, the Potential Purchaser is entitled to an exclusive right to negotiate with the Controlling Shareholders in relation to the Possible Transaction until one month after the signing of the MOU (“ Exclusivity Period ”). During the Exclusivity Period, the Controlling Shareholders shall not (a) entertain, solicit or encourage, directly or indirectly, any discussions or proposals for, (b) continue, propose or enter into any discussions or negotiations with respect to or (c) enter into any agreement or understanding providing for, any acquisition of the subject matter under the Possible Transaction or any acquisition or purchase of all or a significant portion of the shareholdings of the Controlling Shareholders or the issue of any share or loan capital or the grant of any warrant, option or other right to subscribe for any share or loan capital of the Controlling Shareholders with any third party.

Deposit

The Potential Purchaser agrees to pay a deposit in the sum of HK$20 million (“ Deposit ”) to Dragon Fortune, which was paid to Dragon Fortune (or their nominee) on the same day as the date of the signing of the MOU. The Deposit may or may not be refundable depending on certain circumstances as more particularly specified in the MOU.

Due diligence on the Group

After the signing of the MOU, the Potential Purchaser is entitled to conduct such reasonable financial and legal due diligence review on the Company and its subsidiaries.

Termination

Unless otherwise extended by the Controlling Shareholders and the Potential Purchaser, the MOU shall automatically terminate on the earlier of: (a) one month after signing (or such longer period as the Controlling Shareholders and the Potential Purchaser may agree); or (b) the date of the execution of the Definitive Agreement. Upon termination of the MOU, none of the Controlling Shareholders and the Potential Purchaser shall have any further obligations under the MOU except for those provisions dealing with exclusivity, confidentiality, notices and governing law and jurisdiction which shall survive termination.

Binding force of the MOU

The provisions relating to the due diligence, the Vendor’s obligation, Deposit, exclusivity, confidentiality, costs, termination, notices, governing law and jurisdiction contained in the MOU are legally binding. Save and except for these provisions, other provisions of the MOU do not have any legally binding effect.

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POSSIBLE GENERAL OFFER FOR THE SHARES

Subject to the Definitive Agreement in relation to the Possible Transaction being entered into, if the Possible Transaction materialises, the Potential Purchaser will acquire all of the 274,588,000 Shares, representing approximately 66.69% of the voting rights of the Company, giving rise to an obligation on the part of the Potential Purchaser and any parties acting in concert with it to make a mandatory unconditional general offer for all the Shares (other than those already owned or agreed to be acquired by them) under Rule 26.1 of the Takeovers Code. Such offer, if made, is expected to be in cash.

The terms of the Possible Transaction are subject to (i) further negotiation between the Controlling Shareholders and the Potential Purchaser and (ii) the Definitive Agreement being entered into. If the Definitive Agreement is not entered into before the expiry of the Exclusivity Period, an announcement will be made by the Company to inform the market in due course in accordance with the Takeovers Code.

TAKEOVERS CODE IMPLICATIONS

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the aforesaid discussions will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

In compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company as at the date of this announcement comprised (i) 411,714,000 Shares and (ii) outstanding options to subscribe for up to 4,117,140 Shares granted under the share option scheme of the Company. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.

The associates (as defined in the Takeovers Code) of the Company (including shareholders of the Company having interests of 5 percent or more in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company) and of the Potential Purchaser are hereby reminded to disclose their dealings in any relevant securities of the Company under Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them.

Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

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This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries.

Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

“Executive” referred to above has the meaning ascribed to it under the Takeovers Code.

RESUMPTION OF TRADING OF SHARES

At the request of the Company, trading in the shares of the Company had been halted on the Stock Exchange with effect from 10:14 a.m. on 23 April 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in its Shares with effect from 9:00 a.m. on 28 April 2015.

There is no assurance that the Possible Transaction will materialise or eventually be consummated. Shareholders and potential investors of the Company should be aware that the terms of the Possible Transaction are subject to further negotiations between the Controlling Shareholders and the Potential Purchaser, and the completion of the Possible Transaction is subject to the Definitive Agreement being entered into and the satisfaction (or, as the case may be, waiver) of such conditions precedent to completion as may be specified therein. The Possible Transaction and the possible general offer arising from the Possible Transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares of the Company and if they are in any doubt about their position, they should consult their professional adviser(s).

By Order of the Board TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED Cheng Han Ngok Steve Chairman

Hong Kong, 27 April 2015

As at the date of this 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 Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Announcements and this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

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