PINE Technology Holdings Limited — Capital/Financing Update 2011

Mar 24, 2011

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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(incorporated in Bermuda with limited liability)

(Stock Code: 1079)

DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTY

The Acquisition

The Board is pleased to announce that on 23 March 2011, the Purchaser (a wholly-owned subsidiary of the Company) has entered into the Sale and Purchase Agreement with the Vendor, an Independent Third Party, whereby the Vendor has agreed to sell, and the Purchaser has agreed to acquire, the Property for a consideration of US$3,416,000 (equivalent to approximately HK$26,644,800). The Consideration was determined after arm’s length negotiation and was based on normal commercial terms.

Implications under the Listing Rules

As the applicable percentage ratios for the Company is greater than 5% but less than 25%, the Acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements pursuant to the Listing Rules.

THE ACQUISITION

The Board is pleased to announce that on 23 March 2011, the Purchaser has entered into the Sale and Purchase Agreement with the Vendor in relation to the Acquisition.

The Sale and Purchase Agreement

Date

23 March 2011

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Parties

• (1) Vendor:

Gross Family Trust

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, (i) the principal business activity of the Vendor is investment holding; and (ii) the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

• (2) Purchaser: Eastcom, Inc. or its assignee

Subject matter of the Sale and Purchase Agreement

The Property is a freestanding concrete tilt-up industrial building with an area of approximately 40,793 sq. ft. erected on a fully improved lot of approximately 2.26 acre located at 2134 Green Privado, Ontario, San Bernardino, California, the U.S.A.

Consideration

The Consideration payable by the Purchaser to the Vendor for the Property under the Sale and Purchase Agreement is US$3,416,000 (equivalent to approximately HK$26,644,800).

The Consideration shall be satisfied in the following manner:

• (1) a deposit in the sum of US$75,000 (equivalent to approximately HK$585,000) shall be deposited by the Purchaser with the Escrow Holder within two (2) business days upon the execution of the Sale and Purchase Agreement and the delivery of the executed Sale and Purchase Agreement to the Escrow Holder;

• (2) the balance of US$3,341,000 (equivalent to approximately HK$26,059,800) shall be deposited by the Purchaser with the Escrow Holder by federal funds wire transfer or any other method acceptable to the Escrow Holder in immediately collectable funds no later than 2:00 p.m. on the business day prior to the Closing.

If the deposit is not received by the Escrow Holder within the time and in the manner specified in above, the Vendor may elect to unilaterally terminate the Sale and Purchase Agreement by giving written notice to the Escrow Holder whereupon neither party shall have any further liability to the other under the Sale and Purchase Agreement.

The Consideration was arrived at after arm’s length negotiation between the Purchaser and the Vendor and by reference to the market value of similar properties in similar locations.

The Group intends to satisfy the Consideration through mortgage from bank and internal resources of the Group.

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Closing

Closing is expected to take place on or before 29 April 2011. Closing is subject to the Purchaser’s satisfaction or waiver of the contingencies to Closing, including, among others:

• (1) physical aspects and the size of the Property;

• (2) approvals and permits from governmental agencies or departments which the Purchaser deems necessary or desirable in connection with its intended use of the Property;

• (3) the Escrow Holder causing a current commitment for title insurance concerning the Property; and

• (4) delivery of all documents and due performance by the Vendor of each and every undertaking and agreement to be performed by the Vendor under the Sale and Purchase Agreement,

within the time limits as provided for under the Sale and Purchase Agreement.

REASON FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in the design, manufacturing and distribution of PC based products. The Purchaser is a wholly-owned subsidiary of the Company engaged in wholesaling and distribution of computer components.

The Property is a freestanding concrete tilt-up industrial building with an area of approximately 40,793 sq. ft. erected on a fully improved lot of approximately 2.26 acre. The Company intends that the Property will be used as office and warehouse for the Group’s business operation in the U.S.A.

The terms and conditions of the Acquisition were arrived at through arm’s length negotiations between the Vendor and the Purchaser. Acquiring the Property is in line with the Group’s intention to make long term investments as and when the Directors consider appropriate after taking into account the prevailing market conditions and risks associated with such investments. The Directors are of the view that the terms and conditions of the Sale and Purchase Agreement are fair and reasonable and on normal commercial terms, and that the Acquisition is in the interest of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios for the Company is greater than 5% but less than 25%, the Acquisition constitutes a discloseable transaction under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements pursuant to the Listing Rules.

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DEFINITIONS

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

“Acquisition”	the acquisition of the Property pursuant to the Sale and Purchase
	Agreement
“Sale and Purchase Agreement” the sale and purchase agreement entered into between the Vendor and
	the Purchaser on 23 March 2011 in relation to the Acquisition
“Board”	the board of Directors
“Company”	PINE Technology Holdings Limited, a company incorporated in
	Bermuda with limited liability, the issued Shares of which are listed on
	the main board of the Stock Exchange
“Closing”	completion of the Acquisition
“Consideration”	the purchase price of US$3,416,000 (equivalent to approximately
	HK$26,644,800) for the Acquisition
“Director(s)”	the director(s) of the Company
“Escrow Holder”	First American Title Insurance Company whose address is 3281 East
	Guasti Road, Suite 400, Ontario, California 91761, U.S.A., and an
	Independent Third Party
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Independent Third Party(ies)” independent third party(ies) who is/are not connected persons (as
	defined in the Listing Rules) of the Company and is/are independent
	of and not connected with the Company and its connected persons (as
	defined in the Listing Rules)
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange
“Property”	the freestanding concrete tilt-up industrial building with an area
	of approximately 40,793 sq. ft. erected on a fully improved lot of
	approximately 2.26 acre located at 2134 Green Privado, Ontario, San
	Bernardino, California, the U.S.A.

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“Purchaser”

Eastcom, Inc., a company incorporated in the U.S.A. and a whollyowned subsidiary of the Company

“Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Gross Family Trust whose address is 4600 Campus Drive, First Floor, Newport Beach, California 92660, U.S.A. and an Independent Third Party

“U.S.A.” the United States of America “sq. ft.” square feet

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “US$” United States dollars, the lawful currency of the U.S.A.

By order of the Board PINE Technology Holdings Limited Chiu Hang Tai Chairman

Hong Kong, 24 March 2011

For illustration purpose, certain amounts denominated in US$ have been translated into HK$ at an exchange rate of US$1.00 to HK$7.8.

As at the date of this announcement, the executive Directors are Mr. Chiu Hang Tai and Mr. Chiu Samson Hang Chin., non-executive Director is Mr. Chiu Herbert H T. and independent non-executive Directors are Mr. Li Chi Chung, Mr. So Stephen Hon Cheung and Dr. Huang Zhijian.

• for identification purpose only

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