Kingwell Group Limited — Capital/Financing Update 2016

Nov 25, 2016

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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

UPDATE ON THE MAJOR TRANSACTION INVOLVING SUBSCRIPTION OF CONVERTIBLE BONDS

Reference is made to the circular (the ‘‘Circular’’) of DeTai New Energy Group Limited (the ‘‘Company’’) dated 25 November 2015 and the announcements of the Company dated 24 December 2015 and 1 November 2016 (the ‘‘2016 Announcement’’) in relation to, among other matters, the Subscription. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that on 25 November 2016, the Convertible Bonds were converted in full into 570 new Target Shares, representing 95% of the equity interest in the Target (as enlarged by the allotment and issue of such 570 new Target Shares). Upon completion of the conversion of the Convertible Bonds, the Target Group has become subsidiaries of the Company and its results, assets and liabilities will be consolidated into the consolidated financial statements of the Company.

As disclosed in the 2016 Announcement, the Management Agreement and the Shareholders’ Agreement would be terminated upon the full conversion of the Convertible Bonds. The parties to the Management Agreement and the parties to the Shareholders’ Agreement have entered into the relevant deeds of termination to terminate the Management Agreement and the Shareholders’ Agreement respectively upon the full conversion of the Convertible Bonds.

As disclosed in the Circular, pursuant to the terms of the Loan to Key Vision Agreement, in the event of the full conversion of the outstanding principal amount of the Convertible Bonds, the Target shall, as soon as reasonably practicable after the Conversion, take all steps that may be necessary to waive the outstanding principal amount of the Loan in its entirety. On 25 November 2016, the Target and Key Vision entered into a deed of waiver pursuant to which the Target has waived the outstanding principal amount of the Loan in the amount of HK$125,191,098.34.

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For the reasons set out in the 2016 Announcement, the Board considers that the conversion of the Convertible Bonds and the termination of the Management Agreement and the Shareholders’ Agreement are in the interests of the Company and its Shareholders as a whole.

By order of the Board DeTai New Energy Group Limited Wong Hin Shek Chairman and Executive Director

Hong Kong, 25 November 2016

As at the date of this announcement, the executive Directors are Mr. Wong Hin Shek and Mr. Chi Chi Hung, Kenneth; the non-executive Director is Mr. Chui Kwong Kau; and the independent non-executive Directors are Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

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