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Minth Group Limited M&A Activity 2012

Feb 3, 2012

49208_rns_2012-02-03_65a729bd-6887-4a04-8298-2747bdd45ddf.pdf

M&A Activity

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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.

MINTH GROUP LIMITED 敏實集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 425)

TERMINATION OF THE ACQUISITION OF 45% EQUITY INTEREST IN BEIJING KFTC CO., LTD.

The Board announces that due to the changes in the market which affect the long-term commercial interests of the Company, Cheerplan (China) agreed with KFTC and Mr. Lee to terminate the Share Purchase Agreement to acquire the 45% equity interest in Beijing KFTC and the related Shareholders’ Agreement.

Reference is made to Minth Group Limited’s (the “ Company ”) announcement dated 7 March 2011. Unless otherwise defined herein, capitalised terms shall have the same meanings as those defined in the aforesaid announcement.

Pursuant to the Share Purchase Agreement dated 7 March 2011, it was conditionally agreed that Cheerplan (China) shall buy, and KFTC and Mr. Lee shall sell, a total of 45% equity interests in Beijing KFTC. The Board hereby announces that due to the changes in the market which affect the long-term commercial interests of the Company, on 3 February 2012, the parties mutually agreed to terminate the Share Purchase Agreement and the related Shareholders’ Agreement so that parties’ position reverts to the pre-contractual stage. All rights and obligations under the agreements ceased with effect from the same day.

The Company and KFTC will continue to develop a commercial relationship and the Company will consult with KFTC in manufacturing, research and marketing area.

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

Hong Kong, 3 February 2012

As at the date of this announcement, the Board comprises Mr. Chin Jong Hwa, Mr. Shi Jian Hui, Mr. Mu Wei Zhong, Mr. Zhao Feng and Mr. Kawaguchi Kiyoshi, being executive Directors, Mr. Mikio Natsume, Ms. Yu Zheng and Mr. He Dong Han being non-executive Directors, Mr. Wu Fred Fong, Dr. Wang Ching and Mr. Zhang Liren being independent nonexecutive Directors.