Qiniu Limited — M&A Activity 2008

Mar 10, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 the securities mentioned herein.

RONTEX INTERNATIONAL HOLDINGS LIMITED 朗迪國際控股有限公司 [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

VERY SUBSTANTIAL ACQUISITION OF 51% EQUITY INTEREST IN DTV CHINA INC. INVOLVING THE ISSUE OF CONSIDERATION SHARES AND RESUMPTION OF TRADING

Financial adviser

Reference is made to the announcements of the Company dated 3 January 2008 and 29 February 2008 respectively. The Board is pleased to announce that on 29 January 2008, the Purchaser, an indirect whollyowned subsidiary of the Company, entered into the Agreement with the Vendor and the Guarantor, pursuant to which the Purchaser has conditionally agreed to acquire at the Consideration of HK$357,000,000 for the Sale Shares and the Sale Loan. The Sale Shares comprise 51% of the issued share capital of the Target Company and the Sale Loan, which as at 31 December 2007, amounted to approximately US$230,000 (equivalent to approximately HK$1,794,000).

The Consideration will be satisfied by the Purchaser (i) as to HK$40 million in cash; (ii) as to HK$80 million by way of issuing the Promissory Note; and (iii) as to HK$237 million by procuring the Company to allot and issue 790,000,000 Consideration Shares at the Issue Price of HK$0.30 per Consideration Share credited as fully paid to the Vendor on Completion.

The Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules and is subject to the approval of Shareholders at the EGM.

A circular containing further details of the Acquisition and information of the Target Group together with a notice of the EGM will be sent to the Shareholders as soon as practicable and in accordance with the Listing Rules.

The Company had made an application to the Executive to rebut the presumption under the Takeovers Code that the Vendor is a party acting in concert with the Existing Controlling Group. The Board would like to announce that ruling has been granted by the Executive that such presumption is rebutted.

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At the request of the Company, dealings in the Shares on the Stock Exchange were suspended with effect from 9:30 a.m. on 30 January 2008 pending the release of this announcement. Application has been made for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 11 March 2008.

Reference is made to the announcements of the Company dated 3 January 2008 and 29 February 2008 respectively.

THE AGREEMENT

Date of the Agreement

29 January 2008 (after trading hours)

Parties to the Agreement

• (a) The Purchaser (as buyer);

• (b) The Vendor (as seller); and

• (c) Guarantor (as the guarantor to guarantee to the Purchaser the due and punctual performance of the Vendor).

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner and the Guarantor is an Independent Third Party.

In addition, as disclosed in the announcement of the Company dated 29 February 2008, an application had been made by the Company to the Executive to rebut the presumption that the Vendor and the Existing Controlling Group are parties acting in concert under the Takeovers Code. The Board would like to announce that ruling has been granted by the Executive that such presumption is rebutted.

Assets to be acquired:

The Sale Shares and the Sale Loan. The Sale Shares represent 51% of the issued share capital of the Target Company and the Sale Loan, which as at 31 December 2007, amounted to approximately US$230,000 (equivalent to approximately HK$1,794,000).

Consideration and payment terms

The Consideration of HK$357,000,000 was on normal commercial terms and arrived at after arms’ length negotiations among the parties to the Agreement. The Consideration was determined with reference to the industrial prospects of digital television technology services and related business in the PRC and the Full-Year Guaranteed Profit. Based on the Full-Year Guaranteed Profit of RMB70 million and the Acquisition of 51% of the Target Group and the Sale Loan, the Consideration represents a price earnings multiple of approximately 9.72 times. Taking into account the matters above and the reasons and benefits as stated in the paragraph below headed “Reasons for and benefits of the Acquisition”, the Directors (including the independent non-executive Directors) consider the Consideration to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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The Consideration of HK$357,000,000 has been/will be settled in the following manner:

• (a) as to HK$3,500,000 has been paid to the Vendor or its nominee on the date of the Memorandum;

• (b) as to HK$6,500,000 has been paid to the Vendor or its nominee upon signing of the Agreement;

• (c) as to HK$10,000,000 shall be paid to the Vendor or its nominee upon the Purchaser being reasonably satisfied with the results of the due diligence review to be conducted on the Target Group;

• (d) as to HK$20,000,000 shall be paid to the Vendor or its nominee upon Completion;

• (e) as to HK$80,000,000 shall be paid by the Purchaser by issue and execution of the Promissory Note to the Vendor upon Completion ; and

• (f) as to the balance of HK$237,000,000 shall be satisfied by procuring the Company to allot and issue the Consideration Shares credited as fully paid at the Issue Price to the Vendor on Completion.

Payment for the Consideration in cash has been/will be financed by the internal resources of the Group.

Promissory Note

For the purpose of settling HK$80 million out of the Consideration, the Purchaser shall upon Completion issue and execute the Promissory Note in favour of the Vendor.

The following is a summary of the key terms of the Promissory Note:

• (1) Principal amount : HK$80 million

• (2) Interest rate : Nil

• (3) Maturity : 5 years

• (4) Repayment : The Promissory Note is repayable in one lump sum or any part of it (in amounts of not less than HK$10 million or should the outstanding principal amount of the Promissory Note is less than HK$10 million, the whole (but not part only) of the Promissory Note may be repaid) at any time from the date falling six months of the date of issue of the Promissory Note up to the date immediately prior to the maturity date of the Promissory Note.

Consideration Shares

As at the date of this announcement, the Company has 2,047,501,200 Shares in issue. The 790,000,000 Consideration Shares represent approximately 38.58% of the issued share capital of the Company and approximately 27.84% of the issued share capital of the Company as enlarged by allotment and issue of the Consideration Shares (assuming no Share will be issued by the Company before Completion). Based on the closing price of HK$0.168 per share as quoted on the Stock Exchange on the Last Trading Day, the Consideration Shares was valued at HK$132.72 million.

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The Issue Price of HK$0.30 per Consideration Share represents:

• (a) a premium of approximately 78.57% over the closing price of HK$0.168 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (b) a premium of approximately 82.26% over the average closing prices of approximately HK$0.1646 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;

• (c) a premium of approximately 68.82% over the average closing prices of approximately HK$0.1777 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day; and

• (d) a premium of approximately 1,422.84% over the unaudited consolidated net asset value per Share attributable to the Shareholders of approximately HK$0.0197 per Share as at 30 September 2007.

The Consideration Shares will be allotted and issued pursuant to a specific mandate to be sought at the EGM and will be allotted and issued on the Completion Date.

Pursuant to the terms and conditions of the Agreement, the Vendor undertakes to the Purchaser that it will not dispose of any of the Consideration Shares within the period commencing on the Completion Date and ending on (i) the date falling four months after the last day of the Full-Year Period; or (ii), the delivery by the auditors of the Purchaser to the Purchaser the audited financial statement of the Group for the Full-Year Period, whichever is later.

Applications for Listing

Application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Consideration Shares. The Consideration Shares, when allotted and issued, will rank pari passu in all respects with the Shares in issue on their date of allotment and issue.

Conditions precedent

The Acquisition is conditional upon the satisfaction or waiver (as applicable) of the followings on or before the Long Stop Date, or such other date as the Vendor and the Purchaser may otherwise agree:

• (1) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consideration Shares;

• (2) the Purchaser being reasonably satisfied with the results of the due diligence review to be conducted on the Target Group upon signing of the Agreement and to be completed at or before 12:00 noon on 29 February 2008 and subsequently agreed by the parties thereto be extended to 31 March 2008 at or before 12:00 noon (or such later date as the Purchaser may agree);

• (3) the Shareholders passing at the EGM the resolutions approving the Agreement and the transactions contemplated thereunder including but not limited to the allotment and issue of the Consideration Shares to the Vendor credited as fully paid;

• (4) the agreement by the parties thereto for a profit guarantee on the net profit of the Group to be provided by the Vendor in favour of the Purchaser;

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• (5) the warranties provided by the Vendor under the Agreement remaining true and accurate in all respects; and

• (6) all necessary consents, authorizations, licences and approvals for or in connection with the sale and purchase of the Sale Shares and the Sale Loan having been obtained.

The Purchaser may at any time waive in writing any of the conditions (2), (4) and (5) set out above. If any of the conditions set out above have not been satisfied (or waived by the Purchaser) at or before 12:00 noon on the Long Stop Date, or such later date as the Purchaser may agree, the Agreement shall cease and determine in which the deposits paid to the Vendor or its nominees (without interest) shall be refunded to the Purchaser in the manner provided in the Agreement and neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

Completion

Completion will take place at 4:00 p.m. on the Completion Date when all the acts and requirements set out in the Agreement shall be complied with.

After Completion, the Target Company will become a subsidiary of the Company while the financial statements of the Target Group will be consolidated in the accounts of the Group after Completion.

Profit guarantee

The Vendor has agreed to warrant and guarantee to the Purchaser the Full-Year Guaranteed Profit will not be less than RMB70 million (equivalent to approximately HK$71.67 million) for the Full Year Period. As security for the performance of the obligations of the Vendor under the Full-Year Guaranteed Profit, the Vendor and the Purchaser shall jointly appoint an escrow agent and to hold the share certificates in relation to 400,000,000 Consideration Shares and the Promissory Note of HK$80 million.

If the Half-Year Actual Profit for the six months commencing from the Completion Date shall exceed or equal to RMB35 million (equivalent to approximately HK$35.83 million), the Vendor and the Purchaser shall jointly procure the escrow agent to release the share certificates for the 200,000,000 Consideration Shares and a Promissory Note of HK$40 million. For the avoidance of doubt, if the Half-Year Actual Profit is less than RMB35 million (equivalent to approximately HK$35.83 million), the share certificates for the 200,000,000 Consideration Shares and a Promissory Note of HK$40 million shall continue to be held in escrow by the escrow agent, and the Vendor shall not be required to compensate any shortfall to the Purchaser unless and until the Full-Year Actual Profit is ascertained.

If the Full-Year Actual Profit shall exceed RMB70 million (equivalent to approximately HK$71.67 million), being the Full-Year Guaranteed Profit, the Vendor and the Purchaser shall jointly procure the escrow agent to release the share certificates for the 200,000,000 Consideration Shares and the Promissory Note of HK$40 million, or should no share certificate and Promissory Note have previously been released by the escrow agent as the Half-Year Actual Profit had not exceed or equal to RMB35 million (equivalent to approximately HK$35.83 million), the share certificates for the 400,000,000 Consideration Shares and the Promissory Note of HK$80 million, which are held in escrow by the escrow agent to the Vendor.

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If the Full-Year Actual Profit is less than the Full-Year Guaranteed Profit, the Vendor shall pay to the Purchaser an amount calculated as follows:

A = (Full-Year Guaranteed Profit – Full-Year Actual Profit) x 2 x 51%

In such event, the Purchaser shall have the right to unilaterally instruct the escrow agent to return the Promissory Note then being held by the escrow agent to the Vendor to set off A, and if the amount of the Promissory Note is not sufficient to cover A, to release the share certificates in relation to the Consideration Shares to dispose of such number of Consideration Shares appropriately sufficient to pay the shortfall of the Full-Year Guaranteed Profit at the then best price reasonably obtainable, pay the net proceeds from such sale to the Purchaser after completion of such sale. The Vendor hereby undertakes to the Purchaser that it will, contemporaneously upon the payment of such net proceeds to the Purchaser, pay to the Purchaser any shortfall by subtracting such net proceeds from A. For the avoidance of doubt, should there be proceed after deducting A from the amount of the Promissory Note and the net proceeds generated from the sale of the Consideration Shares, the balance of the Promissory Note and/or the Consideration Shares (as the case maybe) shall be released by the escrow agent to the Vendor. For the avoidance of doubt, should the Target Company record a loss in its audited financial statements for the Full-Year Period, the Full-Year Actual Profit shall for the purpose of calculating A be deemed as zero.

INFORMATION ON THE VENDOR

The Vendor is an investment holding company incorporated in the BVI and is a wholly owned by Mr. Li Yi Nan who will remain as a director of EnReach after Completion. As at the date of this announcement, save as its 51% equity interest in the Target Company, the Vendor does not have any other material assets, liabilities and operations. Under the terms of the Agreement, the Vendor does not have the right to nominate and will not nominate any appointment of directors to the Board upon Completion.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner is an Independent Third Party and none of these entities has any prior transaction with the Group which requires aggregating pursuant to the Listing Rules.

INFORMATION ON THE TARGET GROUP

The Target Company is an investment holding company incorporated in the BVI and holds the entire share capital of EnReach which is a wholly owned foreign enterprise established in Shanghai, PRC and is principally engaged in the provision of digital television technology services, including cable video-on-demand (“VOD”) system, information broadcasting system and embedded television systems.

Currently, EnReach has gained about 70% of the market share in the VOD solution (including head-end server system and browser middleware in set-top box) in the PRC and of about 45% of the market share in set-top box’s browser middleware in the PRC. It is estimated that EnReach’s system and services are being used by nearly 18 million households (or about 72 million users). EnReach has achieved the following milestones in the cable television market in the PRC:

• being the first to invest in digital television VOD system;

• the largest system of digital television VOD in the PRC;

• first set of digital NPVR system in the PRC;

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• first digital television SP receiver system in the PRC;

• fastest OC data broadcasting system.

As at the date of this announcement, save as its 100% equity interest in EnReach, the Target Company did not have any other material assets, liabilities and operations. Set out below is the unaudited results of EnReach for the period from 22 March 2007, being the date of incorporation of EnReach, to 31 December 2007 prepared by the management in accordance with the PRC Accounting Standards:

For the period from 22 March 2007
(date of incorporation) to 31 December 2007	(RMB’000)	(HK$’000)
Turnover	5,699	5,835
Profit before taxation	2,257	2,311
Profit after taxation	1,512	1,548
Net asset value as at 31 December 2007_(Note)_	3,195	3,363

Note: Conversion of RMB into HK$ for net asset value as at 31 December 2007 is calculated at the approximate exchange rate of RMB0.95 to HK$1.

The biographical details of the key management of EnReach are set out as follows:

Mr. Li Yi Nan, director of EnReach, has extensive experience in telecommunications and multimedia. Mr. Li Yi Nan is also the general manager of Gome Digital E-Commerce Technology Co., Ltd.

Mr. Wu Bo, founder and director of EnReach, is an expert in network digital video frequencies and services. Mr. Wu Bo possesses various patents and copyrights within the media encryption decipher method, the network including P2P technology in information electrical appliances terminal application installation and usage method, the digital copyright protection method and system, realization of P2P in the information electrical appliances to broadcast the installment and the method on many objects of American and the Chinese patents. Mr. Wu Bo is also the author of “Auto-dBase Data Management Entire Automatic Production System” and has published many related research articles.

Mr. Yuan Wei, president of EnReach, is well-experienced in digital television, cable television, mass storage, Unix and Internet. Mr. Yuan Wei had managed and planned numerous successful products and has managed companies within the digital television business.

Mr. Tom Lee Chao Tung, chief operating officer of EnReach, has over 20 years of business development and management experience in high-tech industry. Mr. Tom Lee Chao Tung has extensive hands-on experience as co-owner and director of business development in China.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in sourcing, manufacturing and sale of garment product and trading of a variety of premium items all over the world. The Directors have always been active in seeking investment opportunities. While keeping abreast with the core businesses, the Directors would look into investments, irrespective of whether they are in line with the principal businesses, in order to increase the value of Company, which is in the interests of Company and the Shareholders as a whole.

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The Acquisition involves the acquisition of 51% equity interests in a digital television technology business, including cable VOD system, information broadcasting system and embedded television systems. The Directors believe that the Acquisition provides a good opportunity for the Group to diversify its business, which is in the commercial interest of the Group in the long run.

The Board considers that the Acquisition is in the interest of the Company for the following reasons:

• (a) the Acquisition builds up the Company’s portfolio of digital television related technologies and expertise and positions the Company to be a leading provider of digital television technology business in the PRC;

• (b) the Acquisition allows the Company to leverage on extensive range of technologies and experience of EnReach, which will place the Company in a good position to jumpstart the plans for its entry into the digital television technology business in the PRC;

• (c) the Acquisition is in line with the Company’s growth strategy of acquiring strategic stakes in potential growth businesses, with a view to enhancing long-term value for the Shareholders.

The Directors, including the independent non-executive Directors, consider the terms and conditions of the Agreement to be fair and reasonable and on normal commercial terms and are in the best interests of the Company and the Shareholders as a whole.

EFFECT ON SHAREHOLDING UPON COMPLETION

To the best knowledge of the Directors, the existing shareholding structure of the Company and the shareholding structure of the Company upon the allotment and issue of the Consideration Shares are as follows:

Shareholders Star Master_(Note 1) Mr. Cheung Keng Ching(Note 2) Ms. Chou Mei(Note 2) Mr. Lo Siu Tong, Alfred(Note 3) Mr. Li Wing Sang(Note 4) The Vendor Public Shareholders — The holders of options of the Company — The holders of the warrants of the Company(Note 5)_ — Other public Shareholders Total	As at the date of this announcement No. of Shares % 848,600,000 41.45 7,400,000 0.36 7,600,000 0.37 96,000 0.00 — — — — 1,183,805,200 57.82 — — — — 1,183,805,200 57.82 2,047,501,200 100	Upon allotment and issue of the Consideration Shares (Note 6) No. of Shares % 848,600,000 29.91 7,400,000 0.26 7,600,000 0.27 96,000 0.00 — — 790,000,000 27.84 1,183,805,200 41.72 — — — — 1,183,805,200 41.72 2,837,501,200 100	Upon exercise of all outstanding share options of the Company (Note 6) No. of Shares % 848,600,000 28.72 7,400,000 0.25 7,600,000 0.26 96,000 0.00 19,560,000 0.66 790,000,000 26.74 1,281,605,200 43.37 97,800,000 3.31 — — 1,183,805,200 40.06 2,954,861,200 100	Upon exercise of all outstanding warrants of the Company (Note 6) No. of Shares % 848,600,000 25.36 7,400,000 0.22 7,600,000 0.23 96,000 0.00 19,560,000 0.59 790,000,000 23.61 1,672,605,200 49.99 97,800,000 2.92 391,000,000 11.69 1,183,805,200 35.38 3,345,861,200 100	Upon exercise of all outstanding warrants of the Company (Note 6) No. of Shares % 848,600,000 25.36 7,400,000 0.22 7,600,000 0.23 96,000 0.00 19,560,000 0.59 790,000,000 23.61 1,672,605,200 49.99 97,800,000 2.92 391,000,000 11.69 1,183,805,200 35.38 3,345,861,200 100
					100

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Notes:

1. The entire issued share capital of Star Master is legally and beneficially owned by Mr. Cheung Keng Ching and Ms. Chou Mei as to 50% and 50% respectively. As spouse, Mr. Cheung Keng Ching and Ms. Chou Mei are respectively deemed to be interested in the Shares held by each other in Star Master. 820,000,000 Shares are subject to an option deed entered into between Star Master and Plenty Holdings Limited on 15 October 2007, pursuant to which Plenty Holdings Limited shall have an option (the “ Option ”) to require Star Master to sell 820,000,000 Shares to Plenty Holdings Limited at an exercise price of HK$45 million during the period commencing from 15 October 2007 to 7 April 2008. As at the date of this announcement, the Option has not been exercised. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owner does not have any shareholding relationship and any prior transaction with the grantee of the Option and is independent of the grantee of the Option and its connected persons.

2. Being executive Directors.

3. Being an independent non-executive Director.

4. Being an executive Director and owns 19,560,000 share options of the Company granted pursuant to the share option scheme adopted by the Company on 19 October 2002.

5. None of the holders of the warrants will become a substantial Shareholder upon exercise of all outstanding warrants of the Company and none of them will become a connected person of the Company.

6. Assuming no Share will be issued by the Company before Completion.

As at the date of this announcement, save as the 19,560,000 share options of the Company granted to Mr. Li Wing Sang, an executive Director, and 97,800,000 share options of the Company granted to other staffs pursuant to the share option scheme adopted by the Company on 19 October 2002 and the 391,000,000 warrants of the Company issued pursuant to a placing agreement entered into by the Company and a securities dealer dated 13 November 2007, there are no outstanding convertibles of the Company.

The Company has made an application to the Executive to rebut the presumption under the Takeovers Code that the Vendor is a party acting in concert with the Existing Controlling Group. The Board would like to announce that ruling has been granted by the Executive that such presumption is rebutted.

IMPLICATIONS UNDER THE LISTING RULES

The Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules and is subject to the approval of Shareholders at the EGM. There is no current intention to change the composition of the Board after the Completion. The Company intends to maintain its existing principal business after the Completion.

The Company will seek the approval of its Shareholders at the EGM to be convened and held by the Company to approve the Agreement and the transactions contemplated thereunder including but not limited to the allotment and issue of the Consideration Shares. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, no Shareholder have material interest in the Acquisition other than their shareholding interests in the Shares, and accordingly no Shareholder is required to abstain from voting at the EGM.

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A circular containing, among other things, (i) further details of the Acquisition and information of the Group; (ii) the accountants’ report of the Target Group; (iii) pro forma financial information of the Enlarged Group; and (iv) a notice of the EGM for the purpose of approving the Acquisition will be sent to the Shareholders as soon as practicable and in accordance with the Listing Rules.

Shareholders and investors should note that the Agreement is subject to various conditions as stated in the section headed “Conditions precedent” above and investors and Shareholders are urged to exercise caution when dealing in the Shares.

RESUMPTION OF TRADING

At the request of the Company, dealings in the Shares on the Stock Exchange were suspended with effect from 9:30 a.m. on 30 January 2008 pending the release of this announcement. Application has been made for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 11 March 2008.

DEFINITIONS

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

“Acquisition”	the acquisition of the Sale Shares and the Sale Loan under the Agreement
	and the transactions contemplated thereunder
“Agreement”	an agreement dated 29 January 2008 and entered into among the Purchaser,
	the Vendor and the Guarantor for the sale and purchase of the Sale Shares
	and the Sale Loan
“associates”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, a Sunday or a public holiday) on which licensed
	banks are generally open for business in Hong Kong throughout their normal
	business hours
“BVI”	British Virgin Islands
“Company”	Rontex International Holdings 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
“Completion”	completion of the Agreement in accordance with the terms thereof
“Completion Date”	date of the Completion, the date falling the third Business Day after all the
	conditions of the Agreement have been fulfilled (or waiver as the case may
	be)
“connected persons”	has the meaning ascribed thereto in the Listing Rules

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“Consideration”	HK$357,000,000 for the acquisition of the Sale Shares and the Sale Loan
“Consideration Shares”	790,000,000 new Shares to be allotted and issued at the Issue Price to satisfy
	part of the Consideration
“Directors”	the directors of the Company from time to time
“EGM”	an extraordinary general meeting of the Company to be convened and held
	to approve the Agreement and the transactions contemplated thereunder
“Enlarged Group”	the Group and the Target Group
“EnReach”	影蒞馳信息技術(上海)有限公司(EnReach Information Technology
	(Shanghai) Company Limited*), a wholly owned foreign enterprise
	established in Shanghai, the PRC
“Executive”	the Executive Director of the Corporate Finance Division of the Securities
	and Futures Commission or any delegate of the Executive Director
“Existing Controlling Group”	Star Master and parties acting in concert with it
“Full-Year Actual Profit”	the actual aggregate audited consolidated net profits before tax and minority
	interests and any extraordinary or exceptional items of the Target Group for
	the Full Year Period
“Full-Year Guaranteed Profit”	the audited net profits before tax and minority interests and any extraordinary
	or exceptional items of the Target Group for the Full Year Period will not be
	less than RMB70,000,000 (equivalent to approximately HK$71.67 million)
“Full Year Period”	the twelve months commencing from the Completion Date
“Group”	the Company and its subsidiaries
“Guarantor”	Mr. Li Yi Nan
“Half-Year Actual Profit”	the actual aggregate audited consolidated net profits before tax and minority
	interests and any extraordinary or exceptional items of the Target Group for
	the six months commencing from the Completion Date
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third Party”	any party independent of the Company and the Connected Persons of the
	Company and is not a Connected Person of the Company
“Issue Price”	the issue price of HK$0.30 per Consideration Share
“Last Trading Day”	29 January 2008, being the last trading day prior to entering into of the
	Agreement

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“Listing Committee”	the listing sub-committee of the board of directors of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date”	31 July 2008
“Memorandum”	the memorandum of understanding dated 3 January 2008 in relation to the
	Acquisition
“PRC”	the People’s Republic of China, which, for the purpose of this announcement,
	shall exclude Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan
“Promissory Note”	the promissory note in the agreed from to be executed on the Completion
	Date by the Purchaser in favour of the Vendor in the sum of HK$80,000,000
	for partial settlement of the Consideration
“Purchaser”	Century Power (China) Limited, an indirect wholly owned subsidiary of the
	Company incorporated in Hong Kong with limited liability
“Sale Loan”	the amount indebted by the Target Company to the Vendor on or at any time
	prior to Completion whether actual, contingent or deferred and irrespective
	of whether or not the same is due and payable on Completion, which as at
	31 December 2007, amounted to approximately US$230,000 (equivalent to
	approximately HK$1,794,000)
“Sale Shares”	the 5,100 shares of US$1.00 each in the issued share capital of the Target
	Company, representing 51% of the total issued share capital of the Target
	Company
“Shareholders”	shareholders of the Company
“Shares”	ordinary shares of HK$0.01 each in the issued share capital of the Company
“Star Master”	Star Master International Limited, the controlling Shareholder, which is
	interested in approximately 41.45% of the issued share capital of the
	Company as at the date of this announcement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers
“Target Company”	DTV China Inc. (formerly known as EnReach DTV China Inc.), a company
	incorporated in the BVI with limited liability and is owned as to 51% by the
	Vendor and as to 49% by an Independent Third Party
“Target Group”	Target Company and its wholly owned subsidiary, EnReach
“Vendor”	DTV China Holdings Limited, a company incorporated in the BVI with
	limited liability

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“RMB”

Renminbi, the lawful currency of the PRC

“US$”

United States dollars, the lawful currency of the United States of America

“%”

per cent

By order of the Board Rontex International Holdings Limited Cheung Keng Ching Chairman

Hong Kong, 10 March 2008

• For identification purpose only

For the purpose of this announcement, unless otherwise indicated, conversions of RMB into HK$ and US$ to HK$ are calculated at the approximate exchange rate of RMB0.9767 to HK$1.00 and US$1.00 to HK$7.80 respectively. These exchange rates are adopted for the purpose of illustration only and do not constitute a representation that any amounts have been, could have been, or may be, exchanged at this or any other rate at all.

As at the date of this announcement, the Board comprises Mr. Cheung Keng Ching, Ms. Chou Mei and Mr. Li Wing Sang as executive directors of the Company, and Mr. Lo Siu Tong, Alfred, Mr. Tam Tak Wah and Ms. Wong Lai Wah, Ada as independent non-executive directors of the Company.

The sole director of the Vendor accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirms, having made all reasonable enquiries, that to the best of his 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 of the statements in this announcement misleading.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Vendor and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to 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 of the statements in this announcement misleading.

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