Minth Group Limited — Capital/Financing Update 2005

Dec 13, 2005

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company 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.

Unless otherwise defined herein, terms in this announcement shall have the same meanings as those terms defined in the prospectus dated 22nd November 2005 (the ‘‘Prospectus’’) issued by Minth Group Limited (the ‘‘Company’’).

MINTH GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 425)

EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option referred to in the Prospectus has been fully exercised by Cazenove Asia Limited (‘‘Cazenove’’) on behalf of the Placing Underwriters on 12 December 2005 in respect of 30,000,000 additional Shares (the ‘‘Over-allotment Shares’’) (representing 15% of the Shares initially offered under the International Offering) to cover over-allocations in the International Placing.

The Over-allotment Shares will be issued and allotted by the Company at HK$2.25 per Share, being the Offer Price per Share under the International Offering (exclusive of brokerage fee, SFC transaction levy, investor compensation levy and Stock Exchange trading fee).

The Company announces that the Over-allotment Option referred to in the Prospectus has been fully exercised by Cazenove, on behalf of the Placing Underwriters, on 12 December 2005 in respect of the Over-allotment Shares (representing 15% of the Shares initially offered under the International Offering) to cover over-allocations in the International Placing. The Over-allotment Shares will be allotted and issued by the Company at HK$2.25 per Share, being the Offer price per Share under the International Offering (exclusive of brokerage fee, SFC transaction levy, investor compensation levy and Stock Exchange trading fee). The listing of and permission to deal in the Over-allotment Shares have already been granted by the Stock Exchange.

1

The shareholding structure of the Company immediately before and after the issue of the Over-allotment Shares are as follows:

ShareholdersMr. ChinBaring Private Equity AsiaSojitzPublic Shareholders	Before the issue of theOver-allotment SharesNumber ofSharesApproximate% of issuedshare capital480,000,000(Note)60.0090,000,00011.2530,000,0003.75200,000,00025.00800,000,000100.00	After the issue of theOver-allotment SharesNumber ofSharesApproximate% of issuedshare capital480,000,00057.8390,000,00010.8430,000,0003.62230,000,00027.71830,000,000100.00	After the issue of theOver-allotment SharesNumber ofSharesApproximate% of issuedshare capital480,000,00057.8390,000,00010.8430,000,0003.62230,000,00027.71830,000,000100.00
			100.00

Note: Includes 30,000,000 Shares lent by Acemind, a company controlled by Mr. Chin, to Cazenove pursuant to a stock lending agreement. These Shares will be returned to Acemind on or before 14 December 2005.

The aggregate net proceeds to the Company from the issue of the Over-allotment Shares are approximately HK$65 million, of which approximately HK$13 million will be used for Jiaxing Minhui, approximately HK$18 million would be used for new manufacturing facilities, approximately HK$21 million will be used for R&D by expanding the Ningbo Technical Center and acquisition of more research equipments, approximately HK$4 million to strengthen and develop strategic alliances and approximately HK$9 million will be used for the implementation of ERP system to enhance management capability and efficiency.

As at the date of this announcement, the executive Directors are Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, Mr. Chin Jung Huang, Mr. Liang Current Tien Tzu, the non-executive Director is Shaw Sun Kan Gordon, and the independent non-executive Directors are Mr. Heng Kwoo Seng, Dr. Wang Ching and Mr. Zhang Liren.

By Order of the Board Minth Group Limited Chin Jong Hwa Chairman

Hong Kong, 12 December 2005

Please also refer to the published version of this announcement in South China Morning Post.

2