Kingwisoft Technology Group Company Limited — M&A Activity 2015

Dec 30, 2015

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

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8295)

MONTHLY PROGRESS UPDATE PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Asian Capital Holdings Limited (the “Company” ) pursuant to Rule 3.7 of the Takeovers Code.

References are made to (i) the announcements of the Company dated 10 August 2015, 18 August 2015, 24 August 2015, 23 September 2015, 15 October 2015, 23 October 2015, 23 November 2015 and 29 December 2015 respectively, in relation to, among other things, the entering into of the letter of intent between Zhongzhi Capital and Mr. Yeung on 23 August 2015, the Subscription Agreement and the Share Purchase Agreement; and (ii) the announcement of the Company dated 29 October 2015 in relation to the suspension of trading in the Shares on the Stock Exchange. Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the announcement of the Company dated 23 November 2015.

PROGRESS UPDATE

The Board would like to update the Shareholders and potential investors of the Company that the relevant parties have been in discussion on amending certain terms in the Subscription Agreement and the Share Purchase Agreement which may include, among other things, adjustments to the number of Subscription Shares and Sale Shares, as well as adding an additional condition precedent that the Company having changed its financial year end date to 31 March. In anticipation thereof, Asian Capital (Corporate Finance) Limited, a principal operating subsidiary of the Company which is licensed under the Securities and Futures Ordinance to carry on type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities, has applied to the Securities and Futures Commission of Hong Kong to change its financial year end to 31 March.

Furthermore, in order to ensure that the Company will maintain sufficient public float as required under the GEM Listing Rules upon Completion, (i) the Company and the Subscribers have been in discussion with third party investor(s) and a placing agent with a

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view to entering into an arrangement for the proposed subscription of new Shares; and (ii) Master Link has also been in discussion with a placing agent to place down some of its Shares to third party investor(s). Further announcement(s) will be made by the Company as and when necessary in accordance with the GEM Listing Rules and the Takeovers Code.

The above changes are still under negotiation amongst the relevant parties. Even if these changes are crystallised in the form of supplemental agreements, subscription agreements and/or placing agreements, Completion will still be subject to fulfillment and/or waiver, as applicable, of the conditions contained in the Subscription Agreement and the Share Purchase Agreement (as may be amended or supplemented by the supplemental agreements) and the Offers will only be made if Completion takes place. Accordingly, the Offers may or may not be made. Shareholders, holders of the Options and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company.

SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 29 October 2015 and will remain suspended pending the release of an announcement pursuant to Rule 3.5 of the Takeovers Code.

By order of the Board Asian Capital Holdings Limited LI Pui Yee Company Secretary

Hong Kong, 30 December 2015

Executive Directors:

Mr. YEUNG Kai Cheung Patrick (Executive Chairman) Mr. CHAN Hok Leung

Non-executive Director: Mr. XIN Luo Lin (Honorary Chairman)

Independent non-executive Directors:

Mr. CHAN Kai Nang Mr. TSUI Pui Yan Mr. YI Xiqun

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to

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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.

This announcement will remain on the website of the Growth Enterprise Market of the Stock Exchange at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at www.asiancapital.com.hk.

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