Gilston Group Limited — Capital/Financing Update 2011

Jan 28, 2011

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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

KEE HOLDINGS COMPANY LIMITED 開易控股有限公司

(Incorporated in Cayman Islands with limited liability) (Stock Code: 2011)

FULL EXERCISE OF OVER-ALLOTMENT OPTION

Sponsor and Lead Manager

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Shenyin Wanguo Capital (H.K.) Limited

The Company announces that the Over-allotment Option has been fully exercised by the Lead Manager on behalf of the Placing Underwriter on 28 January 2011 to require the Company to allot and issue an aggregate of 15,000,000 Shares, representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option to cover over-allocations in the Placing.

As at the date of this announcement, the Over-allotment Shares have been allotted and issued by the Company at HK$1.33 per Share (excluding brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share in connection with the Share Offer.

Reference is made to the prospectus of the Company dated 31 December 2010 (the “ Prospectus ”). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

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The Company announces that the Over-allotment Option has been fully exercised by the Lead Manager on behalf of the Placing Underwriter on 28 January 2011 to require the Company to allot and issue an aggregate of 15,000,000 Shares (the “ Over-allotment Shares ”), representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option to cover over-allocations in the Placing.

As at the date of this announcement, the Over-allotment Shares have been allotted and issued by the Company at HK$1.33 per Share (excluding brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share in connection with the Share Offer.

As shown in the shareholding structures of the Company below, immediately before the exercise of the Over-allotment Option, 25% of the issued share capital of the Company was held by the public. Such shareholding percentage has increased to approximately 27.71% immediately after completion of the allotment and issue of the Over-allotment Shares by the Company.

The shareholding structures of the Company immediately before and after completion of the allotment and issue of the Over-allotment Shares by the Company are as follows:

	Immediately before the allotment	Immediately before the allotment	Immediately after the allotment	Immediately after the allotment
	and issue of the Over-allotment		and issue of the Over-allotment
Shareholders	**Shares by the **	Company	Shares by the Company
				Approximate
	No. of Shares	Percentage	No. of Shares	percentage
Nicco Worldwide Inc.	300,000,000	75.00%	300,000,000	72.29%
(Note 1)	(Note 2)
Public	100,000,000	25.00%	115,000,000	27.71%
Total	400,000,000	100.00%	415,000,000	100.00%

Notes:

1. A company incorporated in the BVI and is owned by Mr. Xu Xipeng as to 47.305%, Mr. Xu Xinan as to 47.305%, Mr. Guo Zhenyi as to 4.89% and Mr. Chow Hoi Kwang, Albert as to 0.5%.

2. This included the 15,000,000 Shares borrowed by the Lead Manager under the Stock Borrowing Agreement.

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee.

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The additional net proceeds received by the Company upon the allotment and issue of the Over-allotment Shares are approximately HK$19.5 million, which will be used by the Company for the same purposes and in the same proportions as set out in the section headed “Future plans and proposed use of proceeds” in the Prospectus.

The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rules 10.08 of the Listing Rules.

Further announcement will be made by the Company after the end of the stabilisation period in connection with the Share Offer pursuant to section 9(2) of the Securities and Futures (Price Stabilising) Rules, Chapter 571W of the Laws of Hong Kong.

By Order of the Board KEE Holdings Company Limited Xu Xipeng Chairman

Hong Kong, 28 January 2011

As at the date of this announcement, the executive Directors are Mr. Xu Xipeng, Mr. Xu Xinan and Mr. Yang Shaolin; the non-executive Director is Mr. Chow Hoi Kwang, Albert; and the independent non-executive Directors are Mr. Lin Bin, Mr. Kong Hing Ki and Mr. Tam Yuk Sang, Sammy.

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