Greentech Technology International Limited — Capital/Financing Update 2012

Sep 19, 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 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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GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬 佳 錫 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

ANNOUNCEMENT IN RELATION TO THE REPURCHASE OF THE CONVERTIBLE BONDS

On 19 September 2012, the Company, as purchaser, entered into the Agreement with the Vendors and Mr. Xie, as guarantor, pursuant to which the Company has agreed to purchase and the Vendors have agreed to sell HK$580 million face value of the outstanding Convertible Bonds for HK$300 million. A non-refundable deposit of in aggregate HK$150 million will be made by the Company to the Vendors on or before 19 September 2012.

In connection with the part financing of the repurchase of the Convertible Bonds, Parksong Mining, a wholly-owned subsidiary the Company, has entered into the Loan Agreement with Mr. Xie, as lender, on 19 September 2012 whereby the Lender has agreed to lend to Parksong Mining a principal sum of HK$150 million for the purpose of the Company satisfying part of the consideration for the Repurchase. As such financial assistance provided by Mr. Xie for the benefit of the Company was on normal commercial terms and no security over the assets of the Company was granted, such financial assistance is exempt from the reporting, announcement and the independent shareholders’ approval requirements under Rule 14A.65(4) of the Listing Rules. It is intended that the balance of the Consideration will be funded by the Company’s general working capital and/or by way of the undertaking of a fund raising exercise.

In addition, Mr. Xie, an executive director and a substantial shareholder of the Company, has entered into a Put and Call Option Agreement with each of the Vendors in relation to the purchase of the HK$580 million Convertible Bonds.

The Company will voluntarily seek approval from Shareholders (other than Mr. Xie and his associates) in general meeting in relation to the Repurchase. A circular containing, among other things, the details of the Repurchase and a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable.

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Reference is made to (i) the announcements of Goodtop Tin International Holdings Limited dated 16 August 2010, 28 February 2011 and 4 March 2011, and the circular (the ‘‘Circular’’) of the Company dated 31 December 2010 in relation to a very substantial acquisition of the Company (the ‘‘Acquisition’’); (ii) the announcement of the Company in relation to the transfer of the convertible bonds dated 25 June 2012, and the announcements dated 12 August 2011, 8 December 2011 and 22 December 2011 in relation to the litigation between the Company and Mr. Chan Kon Fung under HCA 2184/2011. Terms used in this announcement shall have the same meanings as those defined in the Circular unless the context requires otherwise.

REPURCHASE OF CONVERTIBLE BONDS (THE ‘‘REPURCHASE’’)

On 19 September 2012, the Company entered into a sale and purchase agreement (‘‘Agreement’’) with Mr. Xie Hai Yu (‘‘Mr. Xie’’), Sun Hung Kai Investment Services Limited and Sun Hung Kai Structured Finance Limited (collectively the ‘‘Vendors’’), the Vendors being the noteholders of HK$580 million face value of Convertible Bonds (the ‘‘Agreement’’), pursuant to which the Company, after arm’s length negotiation, has agreed to acquire and the Vendors have agreed to sell HK$580 million face value of the Convertible Bonds, representing approximately 76.7% of the amount of all outstanding Convertible Bonds issued by the Company for HK$300 million (the ‘‘Consideration’’). Mr. Xie has agreed to guarantee all the obligations of the Company under the Agreement.

The Consideration will be payable to the Vendors in the following manner:

• (a) a non-refundable deposit of HK$150 million on or before 19 September 2012; and

• (b) the balance HK$150 million on or before 19 December 2012, with an option to extend for up to 3 months provided that if an extension is requested, the following instalments will be made:

• (i) Instalment 1 (if applicable) — in aggregate a non-refundable HK$25 million (no later than 19 January 2013) payable to the Vendors;

• (ii) Instalment 2 (if applicable) — in aggregate a non-refundable HK$25 million (no later than 19 February 2013) payable to the Vendors; and

• (iii) Instalment 3 (if applicable) — in aggregate a non-refundable HK$100 million (no later than 19 March 2013) payable to the Vendors.

Any such extension shall be subject to the Company paying the Vendors an upfront interest payment on the due date of each instalment calculated at a rate of 2% per month on the balance of Consideration outstanding at the time of the extension.

If the Company fails to pay the deposit payment or the balance of the Consideration in accordance with the agreed time schedule, each of the Vendors may at its election by serving a notice in writing on the Company, terminate the Agreement and forfeit any payment that the Company has already made to it without further obligation or liability to the Company.

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SHAREHOLDERS’ APPROVAL

The Company will voluntarily seek approval from Shareholders (other than Mr. Xie and his associates) in general meeting in relation to the Repurchase. A circular containing, among other things, the details of the Repurchase and a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable.

COMPLETION

Completion shall take place 19 December 2012 (as may be extended as mentioned above). All outstanding Convertible Bonds that have been repurchased by the Company will be subsequently cancelled.

FINANCING OF THE REPURCHASE

In connection with the Repurchase, a wholly-owned subsidiary of the Company namely Parksong Mining and Resource Recycling Limited (‘‘Parksong Mining’’) has entered into a loan agreement (the ‘‘Loan Agreement’’) with Mr. Xie, as lender and a director, substantial shareholder and a connected person of the Company, on 19 September 2012 whereby Mr. Xie has agreed to lend to Parksong Mining a principal sum of HK$150 million for the purpose of satisfying part of the Consideration (the ‘‘Loan’’). Major terms of the Loan Agreement are as follows:

Principal amount of HK$150 million the Loan:

Term: 4 months from the date on which the advance of the Loan has been made or such other date as may be agreed between the lender and the Company

Interest: 3% per annum of the total amount of the advancement of the Loan

The Loan was drawn down fully on 19 September 2012.

As the financial assistance provided by Mr. Xie, a connected person, for the benefit of the Company was on normal commercial terms and no security over the assets of the Company is granted, such financial assistance was exempt from the reporting, announcement and the independent shareholders’ approval requirements under Rule 14A.65(4) of the Listing Rules.

It is intended that the balance of the consideration for the Repurchase will be funded from the Company’s general working capital and/or by way of the undertaking of a fund raising exercise from the market. No binding agreements have been entered into in respect of such proposed fund raising. Further announcement(s) will be made as and when appropriate.

PUT AND CALL OPTION AGREEMENT AND UNDERTAKING

Mr. Xie and each of the Vendors have entered into a put and call option agreement dated 19 September 2012 (‘‘Put and Call Option Agreement’’) that in the event that completion of the Agreement does not take place within the agreed timeframe, he may exercise the call option and the Vendors can exercise the put option so that he purchases the Convertible Bonds for

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HK$150 million. Mr. Xie has executed an undertaking in favour of the Company undertaking to (i) waive the Loan in the event that the put option or call option under the Put and Call Option Agreement in relation to the Repurchase is exercised and (ii) exercise the Call Option pursuant to the Put and Call Option Agreement (to the extent that the put option is not exercised by the Vendors) so that there is no liability to the Company pursuant to the Agreement. In the event that the Convertible Bonds are purchased by Mr. Xie, a further announcement will be made and the Company will comply with the relevant requirements of the Listing Rules if necessary.

The put option and call option (as the case maybe) pursuant to the Put and Call Option Agreement is exercisable within 24 months after 19 December 2012 or such date as may be extended by the mechanism permitted as set out under the section ‘‘Repurchase of Convertible Bonds (the ‘‘Repurchase’’)’’ above.

The Directors (including all the independent non-executive Directors) take the view that the Agreement is on normal commercial terms, the terms of which are fair and reasonable and that the entering into the Agreement are in the interests of the Company and the Shareholders as a whole.

REASONS FOR THE TRANSACTION

As the Company had HK$580 million outstanding issued Convertible Bonds held by the Vendors, which mature in 2016, the Company would, to the extent that they are not converted, be required to redeem them at their face value at that time. Given the chance presented to the Company to repurchase it at a significant discount to its face value from the Vendors, the Directors believe it is in the best interest of the Company and its Shareholders that the Repurchase be conducted.

MISCELLANEOUS

The Company’s announcement dated 16 August 2010 and the Circular both indicated that the Convertible Bonds were not redeemable early other than upon an occurrence of events of default. The Board wishes to clarify that pursuant to the terms and conditions of the Convertible Bonds, the Convertible Bonds can be redeemed early at 100% of the principal amount plus interest accrued or by agreement between the Company or any of its subsidiaries and the Bondholder at any price as agreed between them. Accordingly, the Repurchase is made pursuant to the terms and conditions of the instrument constituting the Convertible Bonds.

By Order of the Board

Goodtop Tin International Holdings Limited Xie Hai Yu Chairman

Hong Kong, 19 September 2012

As at the date of this announcement, the Board comprises Mr. XIE Hai Yu (Chairman), Mr. CHEUNG Wai Kuen, Mr. PU Xiadong and Mr. NIE Dong as executive Directors; Prof. QIU Guanzhou and Mr. Chen Zhenliang as non-executive Directors and Mr. Gao Dezhu and Mr. Kang Yi as independent non-executive Directors.

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