DT Capital Limited — M&A Activity 2009

Sep 15, 2009

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.

INTERCHINA HOLDINGS COMPANY LIMITED

國中控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

TERMINATION OF DISCLOSABLE TRANSACTION

Reference is made to the announcement of the Company dated 9 June 2009.

The Board announces that the Company and the Purchaser entered into the Termination Agreement on 14 September 2009 to terminate the Disposal under the Disposal Agreement.

Reference is made to the announcement of Interchina Holdings Company Limited (the "Company") dated 9 June 2009 (the "Announcement"). Unless otherwise defined, terms used in this announcement shall have the same meaning as those defined in the Announcement.

As set out in the Announcement, the Company and the Purchaser entered into the Disposal Agreement on 9 June 2009 in relation to the Disposal (being disposal of the Sale Share and the Shareholder's Loan) at the Consideration (being HK$55,000,000), which shall be satisfied in cash. The Disposal constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The board (the "Board") of directors (the "Directors") of the Company announces that despite various requests made by the Company to the Purchaser, the Purchaser has failed to complete the due diligence reviews on the Success Flow Group within the period set out in the Disposal Agreement (being two months from the date of the Disposal Agreement). The Company and the Purchaser therefore entered into the termination agreement (the "Termination Agreement") on 14 September 2009 to terminate the Disposal under the Disposal Agreement. Accordingly, The Company and the Purchaser will not proceed with the Disposal and the Company has already refunded the part Consideration paid by the Purchaser in the sum of HK$40 million to the Purchaser.

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Pursuant to the Termination Agreement, the Company and the Purchaser shall not be liable for any penalty and/or liability in relation to the termination of the Disposal and subject to refund of the part Consideration to the Purchaser and return of due diligence documents to the Company, the Company and the Purchaser shall be released from all obligations and undertakings in relation to the Disposal.

The Directors consider that the termination of the Disposal by the Termination Agreement will not have any material adverse effect on the financial position and operations on the Group. The Success Flow Group will remain as subsidiaries of the Company.

By order of the Board of
Interchina Holdings Company Limited
Lam Cheung Shing, Richard
Chief Executive Officer and Executive Director

Hong Kong, 15 September 2009

As at the date of this announcement, the executive Directors are Ms. Wing Man Yi, Mr. Lam Cheung Shing, Richard and Mr. Zhu Yongjun and the independent non-executive Directors are Ms. Ha Ping, Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward and Dr. Fu Tao.

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