Gilston Group Limited — Capital/Financing Update 2012

Jul 31, 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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

KEE Holdings Company Limited 開易控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

ACQUISITION OF LAND USE RIGHT IN PRC

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

Reference is made to the Company’s announcement dated 18 May 2011 (the “Announcement”) and the three announcements dated 22 December 2011, 18 April 2012 and 19 April 2012.

Terms defined in the Announcement shall bear the same meanings in this announcement unless the context requires otherwise.

The Board of the Company wishes to announce that on 30 July 2012, KEE (Jingmen) ( 開易荊門 ), a wholly-owned subsidiary of KEE Guangdong ( 開易廣東 ), successfully bid for the acquisition of land use right of the remaining portion of the Land at the Auction.

KEE (Jingmen) ( 開易荊門 ) has agreed to pay RMB13.6 million as the consideration for the Acquisition and has paid RMB6 million as a deposit. As a result of the successful bidding, KEE (Jingmen) ( 開易荊門 ) also entered into an Auction Confirmation Letter with The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ) on 30 July 2012 and pursuant to the Auction Confirmation Letter, a Land Use Right Transfer Agreement shall be entered into between KEE (Jingmen) ( 開易荊門 ) and The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ).

The Acquisition of the portion of the Land by the Company as disclosed in its announcement dated 22 December 2011 and the Acquisition of the remaining portion of the Land by the Company as disclosed in this announcement, in aggregate, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and the Company will comply with the relevant requirements under Chapter 14 of the Listing Rules when the relevant Land Use Right Transfer Agreement is entered into.

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THE AUCTION

This announcement is made pursuant to Rule 13.09 of the Listing Rules.

Reference is made to the Announcement dated 18 May 2011 and the three announcements dated 22 December 2011, 18 April 2012 and 19 April 2012.

Terms defined in the Announcement shall bear the same meanings in this announcement unless the context requires otherwise.

The Board of the Company wishes to announce that on 30 July 2012, KEE (Jingmen) ( 開易荊門 ), a wholly-owned subsidiary of KEE Guangdong ( 開易廣東 ), successfully bid for the acquisition of land use right of the remaining portion of the Land at the Auction.

KEE (Jingmen) ( 開易荊門 ) has agreed to pay RMB13.6 million as the consideration for the Acquisition and has paid RMB6 million as a deposit. As a result of the successful bidding, KEE (Jingmen) ( 開易 荊門 ) also entered into an Auction Confirmation Letter with The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ) on 30 July 2012 and pursuant to the Auction Confirmation Letter, a Land Use Right Transfer Agreement shall be entered into between KEE (Jingmen) ( 開易荊門 ) and The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ).

PRINCIPAL TERMS OF THE AUCTION CONFIRMATION LETTER

Date: 30 July 2012

Parties:

1. KEE (Jingmen) ( 開易荊門 ), which is a wholly-owned subsidiary of the Company, is principally engaged in the manufacture of garment accessories including zipper products; and

2. The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ), which is a PRC Governmental Body, among other things, is in charge of management of the land resources in Jingmen Municipality.

To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries, The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ) is a third party independent of the Company and its connected persons (as defined in the Listing Rules) and is not a connected person (as defined in the Listing Rules) of the Company.

Information on the portion of the Land

The area of remaining portion of the Land to be acquired by KEE (Jingmen) ( 開易荊門 ) pursuant to the Auction Confirmation Letter is 78,433.98 square meters (equivalent to approximately 117.65 mu ( 畝 )). It constitutes the remaining part of the 270 mu ( 畝 ) of the Land, which is situated at the Eastern side of

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Longjing Road ( 龍井路以東 ), the Southern side of Chuangye Road No. 1 ( 創業一路以南 ), the Western side of Keji Road No.4 ( 科技四路以西 ) and the Northern side of Chuangye Road No. 2 ( 創業二路以北 ) of Jingmen Economic Development Zone ( 荊門經濟開發區 ) in Hubei Province, the PRC. The Land may be developed for industrial use and the duration of the land use right is 50 years. The remaining portion of the Land will be used to develop a new manufacturing plant to augment the operation and production capacities of the Group.

Consideration and Payment Terms

The Auction was held in public and conducted by way of show of hands. The consideration for the Acquisition is RMB13.6 million, which was the bidding price offered by KEE (Jingmen) ( 開易荊門 ) and accepted by The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ) at the Auction. Among which, KEE (Jingmen) ( 開易荊門 ):

1. has already paid RMB6 million as a deposit; and

2. shall pay RMB7.6 million by 30 September 2012.

The consideration of the Acquisition would be financed from the listing proceeds of the Company, which is consistent with the usage of the listing proceeds as stated in the Prospectus.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Group is a producer of finished zippers in the PRC. KEE (Jingmen) ( 開易荊門 ) is a wholly-owned subsidiary of the Company’s subsidiary in the PRC and it is principally engaged in the manufacture of garment accessories including zipper products. The Directors consider that the Acquisition will enable the Group to develop a new manufacturing plant including electroplating facilities to augment its operation and production capacities. Accordingly, the production capacity will be expanded and more revenue is expected to be generated. Since the plant development is still at the preliminary stage, the exact completion date for the plant development has not been determined. The Directors (including the independent non-executive directors) consider that the Acquisition is in the interests of the Company and its Shareholders as a whole.

The Acquisition of the portion of the Land by the Company as disclosed in its announcement dated 22 December 2011 and the Acquisition of the remaining portion of the Land by the Company as disclosed in this announcement, in aggregate, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and the Company will comply with the relevant requirements under Chapter 14 of the Listing Rules when the relevant Land Use Right Transfer Agreement is entered into.

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DEFINITIONS

In this announcement, unless otherwise indicated in the context, the following expressions have the meaning set out below:

“Acquisition”	an acquisition of land use right of the portion of the Land through an
	open bidding at the Auction
“Auction”	the public auction held by The Department of Land and Resource of
	Jingmen (荊門市國土資源局) on 30 July 2012 on which the portion of
	the Land was offered for sale
“Auction Confirmation	a legally binding letter dated 30 July 2012 entered into between KEE
Letter”	(Jingmen) (開易荊門) and The Department of Land and Resource of
	Jingmen (荊門市國土資源局) confirming the terms of the successful
	bidding at the Auction
“Board”	the board of Directors
“Company”	KEE Holdings Company Limited (開易控股有限公司), an exempted
	company incorporated in the Cayman Islands with limited liability and
	the shares of which are listed on the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“The Department of Land and	The Department of Land and Resource of Jingmen (荊門市國土資源
Resource of Jingmen”	局), a PRC Governmental Body
“KEE Guangdong”	KEE (Guangdong) Garment Accessories Limited (開易（廣東）服裝配
	件有限公司), a wholly-owned subsidiary of the Company established in
	the PRC with limited liability
“KEE (Jingmen)”	KEE (Jingmen) Garment Accessories Limited (開易（荊門）服裝配件有
	限公司), a wholly-owned subsidiary of KEE Guangdong established in
	the PRC with limited liability
“Land”	a piece of land with a total estimated area of approximately 270 mu
	(畝) located at the Eastern side of Longjing Road (龍井路以東),
	the Southern side of Chuangye Road No. 1 (創業一路以南), the
	Western side of Keji Road No.4 (科技四路以西) and the Northern
	side of Chuangye Road No. 2 (創業二路以北) of Jingmen Economic
	Development Zone (荊門經濟開發區) in Hubei Province, the PRC

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• “Land Use Right Transfer Land Use Right Transfer Agreement ( 國有土地使用權出讓合同 ) to be Agreement” entered into between KEE (Jingmen) ( 開易荊門 ) and The Department of Land and Resource of Jingmen ( 荊門市國土資源局 ) pursuant to the Auction Confirmation Letter

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Prospectus” the prospectus of the Company dated 31 December 2010

• “PRC” the People’s Republic of China

• “PRC Governmental Body” has the meaning defined in Chapter 19A of the Listing Rules

• “RMB” Renminbi, the lawful currency of the PRC

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

By Order of the Board KEE HOLDINGS COMPANY LIMITED Xu Xipeng Chairman

Hong Kong, 31 July 2012

As at the date of this announcement, the directors of the Company are:

Executive Directors:

Mr. Xu Xipeng Mr. Xu Xinan Mr. Chow Hoi Kwang, Albert

Non-executive Director:

Mr. Yang Shaolin

Independent non-executive Directors:

Mr. Lin Bin Mr. Kong Hing Ki Mr. Tam Yuk Sang, Sammy

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