Qiniu Limited — M&A Activity 2008

Jan 3, 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.

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)

NON-LEGALLY BINDING MEMORANDUM OF UNDERSTANDING AND RESUMPTION OF TRADING

The Board is pleased to announce that on 3 January 2008, the Purchaser and the Vendor entered into the Memorandum under which, it is proposed that the Purchaser will acquire and the Vendor will sell 51% of the issued share capital of the Target Company.

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules. The Company will comply with the applicable provisions of the Listing Rules in relation to the Acquisition should it materialize. Further announcement(s) will be made in respect of the Agreement and/or the development of the Acquisition as and when appropriate in compliance with the Listing Rules.

The Board wishes to emphasize that no binding agreement in relation to the Acquisition has been entered into as at the date of this announcement. As the Agreement may or may not be entered into, Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 3 January 2008 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 4 January 2008.

THE MEMORANDUM OF UNDERSTANDING

Background

It was mentioned in the announcement of the Company dated 2 January 2008 that the Company had recently entered into preliminary discussions in relation to the Acquisition. The Board would like to clarify that no concrete terms regarding the Acquisition had been reached prior to and during the trading hours on 2 January 2008. Only until after the trading hours on 2 January 2008, the Company started the discussion on entering into the Memorandum. On 3 January 2008, the Purchaser and the Vendor entered into the Memorandum, under which, it is proposed that the Purchaser will acquire and the Vendor will sell 51% of the issued share capital of the Target Company by good faith negotiation, subject to and upon the terms and conditions of the Agreement

* for identification purpose only

— 1 —

on the basis of the Memorandum. The Target Company is an investment holding company which holds the entire interests in Enreach which is principally engaged in the provision of digital television technology services, including cable video-on-demand system, information broadcasting system and embedded television systems in the PRC. The Vendor is wholly owned by Mr. Li Yi Nan who has extensive experience in telecommunications and multimedia. Mr. Li Yi Nan is currently the chief executive officer of Gome Digital E-Commerce Technology Co., Ltd. To the best of the knowledge, information and belief having made all reasonable enquiries by the Directors, the Vendor and its ultimate beneficial owner are third parties independent of the Company and connected persons of the Company.

The Memorandum is not intended to be legally binding between the parties in relation to the Acquisition. The final terms of the Agreement (which is expected to be entered into by no later than 90 days from the date of the Memorandum) have yet to be negotiated and finalized.

The Board wishes to emphasize that no binding agreement in relation to the Acquisition has been entered into as at the date of this announcement. As the Agreement may or may not be entered into, Shareholders and investors are urged to exercise caution when dealing in the securities of the Company.

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules. The Purchaser will comply with the applicable provisions of the Listing Rules in relation to the Acquisition should it materialize. Further announcement(s) will be made by the Company when the Company signs the Agreement or decides to terminate the Memorandum or when there is material development on the Acquisition.

Reasons for 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.

The Acquisition involves the intended acquisition of 51% equity interests in a digital television technology business, including cable video-on-demand 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 Directors consider that the terms of the Memorandum are fair and reasonable and on normal commercial terms and that the Acquisition is in the interests of Company and the Shareholders as a whole.

Consideration

Under the Memorandum, the consideration for the Acquisition of HK$357,000,000 was determined by good faith negotiation between the Vendor and the Purchaser and was/will be payable in the following manners:

• (1) the initial deposit in the sum of HK$3,500,000 has been paid by the Purchaser to the Vendor upon signing of the Memorandum;

• (2) the second deposit in the sum of HK$6,500,000 shall be paid by Purchaser to the Vendor upon the Purchaser being satisfied with the results of the due diligence review to be conducted by the Purchaser;

• (3) the third deposit in the sum of HK$10,000,000 shall be paid by the Purchaser to the Vendor upon signing of the Agreement;

— 2 —

• (4) the balance of the consideration shall be paid by the Purchaser in cash or by procuring the Company to allot and issue new Shares at an issue price of not less than HK$0.35 per Share, or to issue convertible bonds carrying rights to convert into new Shares at a conversion price of not less than HK$0.35 per Share, or to issue promissory notes of the Company or a combination of any of the above on completion of the sale and purchase of the Sale Shares in the manner to be provided under the Agreement.

The minimum issue/conversion price of HK$0.35 per Shares represents:

• (i) a premium of approximately 37.25% over the closing price of the Shares of HK$0.255 on the Last Trading Day;

• (ii) a premium of approximately 58.66% over the average closing price of approximately HK$0.2206 for the last five trading days up to and including the Last Trading Day; and

• (iii) a premium of approximately 1,650% over the unaudited net asset value attributable to the Shareholders per Share of approximately HK$0.02 as at 30 September 2007.

If the Agreement is not entered into on or before the date falling 90 days from the date of the Memorandum, or such later date as the Vendor and the Purchaser may agree, the Memorandum shall cease and terminate and the Vendor shall refund the above-said deposits or any part thereof (without interest) to the Purchaser in any event, and neither party shall have any obligations and liabilities to each other.

Conditions Precedent and Completion

Completion of the Acquisition will be conditional on, among other things:

1. all necessary approvals, consents, licenses and authorisation required to be obtained on the part of the Vendor and the Purchaser in relation to the Agreement and the transaction contemplated thereunder having been obtained;

2. the representations, undertakings and warranties to be set out in the Agreement remain true and accurate;

3. if required, the Shareholders passing at its extraordinary general meeting an ordinary resolution approving the Agreement and the transactions contemplated thereunder;

4. completion of a fund-raising activity by the Company with net proceeds of not less than HK$40,000,000;

5. the Purchaser being satisfied with the results of the due diligence review to be conducted by the Purchaser; and

6. the agreement by the parties thereto for a profit guarantee on the net profit of the Target Group to be provided by the Vendor in favour of the Purchaser (the profit guarantee has not been determined yet as at the date of this announcement).

The Memorandum does not constitute a legally-binding commitment on the part of the Company in respect of the Acquisition. The Acquisition will be subject to the execution and completion of the Agreement.

— 3 —

Exclusivity

For a period of 90 days commencing from the date of the Memorandum, the Vendor will procure that any member of the Target Group and its respective directors, officers, employees, representatives and agents will not, directly or indirectly, (i) solicit, initiate or encourage inquiries or offers from; or (ii) initiate or continue negotiations or discussions with or furnish any information to; or (iii) enter into any agreement or statement of intent or understanding with, any person or entity other than the Purchaser with respect to the sale or other disposition of the Sale Shares or any part thereof or any other shares of any member of the Target Group or create any options or rights to acquire any type of securities of any member of the Target Group.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 3 January 2008 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 4 January 2008.

DEFINITIONS

Terms or expressions used in this announcement shall, unless the context otherwise requires, have the meanings ascribed to them below:

• “Acquisition” the proposed acquisition of the Sale Shares in relation to a digital television technology services and related business by the Purchaser

• “Agreement” binding agreement for the sale and purchase of the Sale Shares (in form and substance satisfactory to the Purchaser) which may be entered into between the Vendor and the Purchaser in relation to the Acquisition

• “Board” the board of Directors

• “Company” Rontex International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange

• “connected person” has the meaning ascribed thereto in the Listing Rules

• “Director(s)” the director(s) of the Company

• “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

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Last Trading Day” 2 January 2008, being the last trading day immediately prior to entering into of the Memorandum

— 4 —

“Listing Rules” the Rules Governing the Listing of Securities on main board of the Stock Exchange

• “Memorandum” the memorandum of understanding for the sale and purchase of the Sale Shares

• “PRC” the People’s Republic of China

• “Purchaser” Wealthy Growth International Limited, a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company

• “Sale Shares” the 5,100 shares in the issued share capital of the Target Company, representing 51% of the total issued share capital of the Target Company

• “Share(s)” an ordinary share of HK$0.01 each in the capital of the Company

• “Shareholder(s)” holders of the Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company” DTV China Group Limited, a company incorporated in the British Virgin Islands with limited liability and is owned as to 51% by the Vendor and as to 49% by a third party independent of the Company and connected persons of the Company

• “Target Group” Target Company and its wholly owned subsidiary, Enreach

• “Vendor” DTV China Holdings Limited, a company incorporated in the British Virgin Islands with limited liability

• “%” per cent.

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

Hong Kong, 3 January 2008

• # the English translation of the Chinese name is for information purpose only, and should not be regarded as the official English translation of such Chinese name.

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.

— 5 —