Kingwell Group Limited — M&A Activity 2014

May 7, 2014

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.

==> picture [69 x 69] intentionally omitted <==

KINGWELL GROUP LIMITED 京 維 集 團 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1195)

ANNOUNCEMENT

Letter of Intent

In Respect of a Proposed Acquisition A Possible Major Transaction

Financial Adviser

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

On 7 May 2014, the Company entered into the Letter of Intent with the Vendor pursuant to which the Company proposed to purchase from the Vendor the Sale Interest, being a 51% equity interest in the Target Company, which provides online payment services to and receives fee income from banks in the PRC, and is developing payment platforms for integration with gold trading and financial settlements. The Company expects huge potential and synergy in the business of the Target Company with its own gold mining aspiration. The consideration of the Proposed Acquisition will be a combination of cash and convertible bonds for an aggregate amount of an equivalent of RMB200 million, and such other profit incentives. On the basis of the current negotiations, the Proposed Acquisition, if materialized, would constitute a major transaction of the Company.

– 1 –

Pursuant to the Letter of Intent, the Vendor has granted a 3-month exclusivity to the Company for the negotiation of the Proposed Acquisition. The Proposed Acquisition is subject to the satisfactory due diligence by the Company on the Target Company, the finalization of negotiations and the entering into of a formal agreement, and conditional upon, inter alia, approval of Shareholders, and therefore may or may not materialise. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

THE PROPOSED ACQUISITION

On 7 May 2014, the Company entered into the Letter of Intent with the Vendor pursuant to which the Company proposed to purchase from the Vendor the Sale Interest, being a 51% equity interest in the Target Company. The major terms of the Letter of Intent are set out below.

Date

7 May 2014

Parties

• (a) The Company as the purchaser; and

• (b) the Vendor, a PRC citizen

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquires, the Vendor, who is the existing shareholder of the Target Company, is not a connected person or an associate of any connected person of the Company.

Asset to be Acquired

The subject of the sale and purchase in the Letter of Intent is a 51% equity interest in the Target Company, which provides online payment services to and receives fee income from banks in the PRC, and is developing payment platforms for integration with gold trading and financial settlements. The Company expects huge potential and synergy in the business of the Target Company with its own gold mining aspiration.

Consideration

The Consideration of the Proposed Acquisition shall be determined after arm’s length negotiation and set out in a formal sale and purchase agreement. The consideration is expected to comprise the following:

• RMB50,000,000 in cash;

– 2 –

• RMB150,000,000 in the form of convertible bonds with a conversion price of HK$1 per Share; and

• Such other profit incentives and adjustments, including stock options to be further agreed.

On the basis of the current negotiations, the Proposed Acquisition, if materialized, would constitute a major transaction of the Company.

Due Diligence Review

The Company is entitled to carry out a due diligence review on the Target Company, and the Vendor will procure the Target Company to facilitate such review.

Exclusivity

The Vendor has granted the Company an exclusive right for three months from the date of the Letter of Intent to negotiate the Proposed Acquisition.

Conditions Precedent

In the event the Company is satisfied with the due diligence review (which it may or may not), and a formal sale and purchase agreement is entered into, completion of the Proposed Acquisition is expected to be further subject to certain conditions precedent including but not limited to, inter alia, the approval of Shareholders.

In view of the above, the Proposed Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

Further announcement will be made by the Company on major developments of the Proposed Acquisition as and when appropriate, including whether or not the Company will proceed with Proposed Acquisition.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

‘‘Board’’ the board of Directors; ‘‘Company’’ Kingwell Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange;

‘‘Director’’ director of the board of the Company; ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the PRC;

– 3 –

‘‘LetterLetter of Intent’’’’

• ‘‘LetterLetter of Intent’’’’ the letter of intent entered into by the Company and the Vendor on 7 May 2014 in respect of the Proposed Acquisition;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the main board of the Stock Exchange;

• ‘‘PRC’’ The People’s Republic of China; ‘‘Proposed Acquisition’’ the proposed acquisition of the Sale Interest in the Target Company; ‘‘Sale Interest’’ 51% equity interest in the Target Company; ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Shares’’ the ordinary shares of HK$0.1 in the share capital of the Company; ‘‘Shareholders’’ holders of the Shares; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Target Company’’ a company incorporated in the People’s Republic of China with limited liability;

• ‘‘Vendor’’ a PRC citizen; ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; ‘‘%’’ per cent.

By order of the Board KINGWELL GROUP LIMITED Hui Lung Hing Executive Director

Hong Kong, 7 May 2014

As at the date of this announcement, the Board comprises Mr. Hui Lung Hing, Mr. Xiang Song, Mr. Sze Ming Yee, Mr. Lin Wan Xin, Ms. Xu Yue Yue and Mr. Yang Xue Jun as executive Directors, and Mr. Huang Jian Zi, Mr. Cheung Chuen and Ms. Wong Lai Wing as independent non-executive Directors.

– 4 –