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Infinity Development Holdings Company Limited M&A Activity 2014

May 2, 2014

49360_rns_2014-05-02_6a0f6d36-02ff-4056-b7d9-1f065a3fb6f7.pdf

M&A Activity

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Hong Kong Exchange 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.

INFINITY CHEMICAL HOLDINGS COMPANY LIMITED 星 謙 化 工 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 640)

COMPLETION OF ACQUISITION OF 20% OF THE ENTIRE ISSUED SHARE CAPITAL OF BLUE SKY ENERGY EFFICIENCY COMPANY LIMITED

Reference is made to the announcement (the ‘‘Announcement’’) of Infinity Chemical Holdings Company Limited (the ‘‘Company’’) dated 11 April 2014 in relation to the acquisition of 20% of the entire issued share capital of Blue Sky Energy Efficiency Company Limited. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that as all the conditions precedent under the Agreement have been fulfilled, the Completion took place on 2 May 2014.

Upon Completion and pursuant to the Agreement, the Purchaser has settled the consideration as to HK$4,200,000 in cash and the remaining balance of HK$16,800,000 by procuring the Company to issue the Convertible Bonds to the Shiny Meadow Limited. The Purchaser has also procured the Company to issue the 5,692,307 Warrants on 2 May 2014 in accordance with the terms and conditions of the Arranger Agreement upon Completion.

As at the date of this announcement, the Group owns 20% equity interest in the Target Company and had appointed a director to the board of directors of the Target Company. The Target Group will be accounted for as an associated company of the Company.

The Board also wishes to provide an update on the business of the Target Group to the Shareholders. Profit Strong, one of the companies of the Target Company Group, has entered into a strategic co-operation agreement (the ‘‘Strategic Co-operation Agreement’’) with 中化節 能環保控股(北京)有限公司 (SinoChem Energy-saving and Environmental Protection Holding (Beijing) Co., Ltd.) (‘‘SinoChem’’), under which the parties thereto agreed to establish a potential project database of energy saving projects to be provided to third parties customers in the PRC and Hong Kong by either party, and each party has been granted a first right of refusal thereunder to consider investing for not less than 25% of the total investment costs in the potential projects to be developed by the other party. For the avoidance of doubt, there is no obligation on the Target Group to invest in the aforesaid energy saving projects under the Strategic Co-operation Agreement.

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To the best of the knowledge, belief and information of the Directors having made all reasonable enquiries, each of SinoChem and its ultimate beneficial owners are independent third parties of the Company and its connected persons and their respective associates (as defined in the Listing Rules).

The Company believes that the Acquisition further diversify its investments into energy saving projects and that the Target Group will be better-positioned in taping into the energy saving market in the PRC.

By Order of the Board Infinity Chemical Holdings Company Limited Tong Yiu On Executive Director

Hong Kong, 2 May 2014

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Ieong Un, Mr. Ip Chin Wing, Mr. Ip Ka Lun, Mr. Stephen Graham Prince and Mr. Tong Yiu On and three independent non-executive Directors, namely Mr. Chan Wing Yau George, Mr. Simon Luk and Mr. Tong Hing Wah.

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