Kingwell Group Limited — M&A Activity 2009

Dec 16, 2009

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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SINOTRONICS HOLDINGS LIMITED UNION DAY GROUP LIMITED

華 翔 微 電 子 控 股 有 限 公 司 * 朝 聯 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1195)

(Incorporated in the British Virgin Islands with limited liability)

MANDATORY CONDITIONAL GENERAL CASH OFFER BY YU MING INVESTMENT MANAGEMENT LIMITED ON BEHALF OF UNION DAY GROUP LIMITED

FOR ALL ISSUED SHARES OF SINOTRONICS HOLDINGS LIMITED

(OTHER THAN THOSE SHARES ALREADY OWNED

OR AGREED TO BE ACQUIRED BY

UNION DAY GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

DESPATCH OF COMPOSITE DOCUMENT

AND

EXPECTED TIMETABLE

Financial adviser to the Offeror

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DESPATCH OF COMPOSITE DOCUMENT

The Composite Document of the Company, containing details of, amongst others, the General Offer, the recommendation from the Independent Board Committee to the Independent Shareholders, and the advice from Pelican Securities Limited to the Independent Board Committee and the Independent Shareholders, together with the Form of Acceptance, has been despatched to the Independent Shareholders on 16th December, 2009.

The General Offer, if declared unconditional, will remain open for acceptance for 14 days thereafter in accordance with the Takeovers Code.

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EXPECTED TIMETABLE

The expected timetable of the General Offer is set out below.

Reference is made to the announcement of Sinotronics Holdings Limited (the ‘‘Company’’) dated 25th November, 2009 in relation to the General Offer (the ‘‘Announcement’’). Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless the context states otherwise.

DESPATCH OF COMPOSITE DOCUMENT

The Composite Document of the Company, containing details of, amongst others, the General Offer, the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from Pelican Securities Limited to the Independent Board Committee and the Independent Shareholders, together with the Form of Acceptance, has been despatched to the Independent Shareholders on 16th December, 2009.

The General Offer, if declared unconditional, will remain open for acceptance for 14 days thereafter in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The timetable set out below is indicative only and any changes to the timetable will be announced by the Offeror.

General Offer opens for acceptances

. . . . . . . . . . . . . . . . . . . . . Wednesday, 16th December, 2009

Latest time and date for acceptance of the General Offer on the First

Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 6th January, 2010

First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 6th January, 2010

Announcement on the results of the General Offer

as at the First Closing Date to be posted on the Stock Exchange’s website (Note 1) . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Wednesday, 6th January, 2010

Latest date for posting of remittances for amounts due under the General Offer in respect of valid acceptances received on or before 4:00 p.m. on the

First Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15th January, 2010

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Notes:

1. The latest time for receipt of acceptances under the General Offer, which is conditional as to acceptances, will be 4:00 p.m. on Wednesday, 6th January, 2010 unless the Offeror revises or extends the General Offer in accordance with the Takeovers Code. The Offeror will issue an announcement on the Stock Exchange’s website by 7:00 p.m. on the First Closing Date, stating the results of the General Offer and whether the General Offer has been revised or extended, has expired or has become or even declared unconditional. In any announcement of an extension of the General Offer, either the next closing date must be stated or, if the General Offer is unconditional as to acceptance, a statement may be made that the General Offer will remain open until further notice. In any event, where the General Offer becomes or is declared unconditional, the General Offer will remain open for acceptance for not less than 14 days thereafter in accordance with the Takeovers Code.

2. Remittances in respect of the cash consideration (after deducting seller’s ad valorem stamp duty) payable for the Shares tendered under the General Offer will be posted to the Independent Shareholders accepting the General Offer by ordinary post at their own risk as soon as possible, but in any event within 10 days of the later of the date of receipt by the Registrar of duly completed acceptance, or the date when the General Offer becomes or is declared unconditional.

3. Acceptances of the General Offer shall be irrevocable and not capable of being withdrawn, except permitted under the Takeovers Code. Please refer to paragraph headed ‘‘Right of Withdrawal’’ in Appendix I to the Composite Document for further information on the circumstances when the General Offer maybe granted a right of withdrawal.

All references to date and time contained in this timetable refer to Hong Kong time.

Yours faithfully, Yours faithfully, For and on behalf of For and on behalf of UNION DAY GROUP LIMITED SINOTRONICS HOLDINGS LIMITED Sze Ming Yee Lin Wan Xin Director Chairman

Hong Kong, 16th December, 2009

As at the date of this announcement, the Board comprises Mr. Lin Wan Xin, Mr. Xiang Song, Mr. Hu Zhao Rui, Mr. Tu Shuguang and Mr. Chan Kin as executive Directors, and Mr. Pan Chang Chi, Mr. Cai Xun Shan and Mr. Cheung Chuen as independent non-executive Directors. The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the directors of the Offeror consist of Mr. Sze Ming Yee and Ms. Xu Yue Yue. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of information contained in this announcement (other than those relating to the Company) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in the announcement misleading.

• for identification purposes only

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