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Walnut Capital Limited Capital/Financing Update 2006

Nov 2, 2006

49552_rns_2006-11-02_80377089-02ed-4276-ab29-afb85b626596.pdf

Capital/Financing Update

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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.

APEX CAPITAL LIMITED

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as Apex Ding Yang Capital Limited) (Stock Code: 905)

ANNOUNCEMENT

Apex wishes to announce that the engagement of Oriental Patron Asia Limited as the independent financial adviser to Apex’s independent board committee and the independent Shareholders was terminated. Subsequent to the termination, Apex’s independent board committee has approved on even date the appointment of Partners Capital International Limited as the independent financial adviser to Apex’s independent board committee and the independent Shareholders in respect of the terms of the Offer.

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to the joint announcement (the “Announcement”) made by Apex Capital Limited and 中國 天地行物流控股集團有限公司 (for identification purposes, China TianDiXing Logistics Holdings Limited) on 31 October 2006 in relation to, among other things, a possible unconditional mandatory general offer for the Shares. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

Apex wishes to announce that the engagement of Oriental Patron Asia Limited as the independent financial adviser to Apex’s independent board committee and the independent Shareholders was terminated on 1 November 2006 due to the fact that a fellow subsidiary of Oriental Patron Asia Limited has business relationship with Mr. Mung Kin Keung, the controlling shareholder of the Offeror. Accordingly, Oriental Patron Asia Limited is deemed to be not independent for the purpose of the Takeovers Code. Subsequent to the termination, Apex’s independent board committee has approved on even date the appointment of Partners Capital International Limited as the independent financial adviser to Apex’s independent board committee and the independent Shareholders in respect of the terms of the Offer. The advice of Partners Capital International Limited to the independent board committee of Apex will be included in the composite offer document to be dispatched as soon as practicable and in accordance with the Takeovers Code.

By the order of the Board APEX CAPITAL LIMITED Phang Yul Cher Yeow Executive Director

Hong Kong, 2 November 2006

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As of the date of this announcement, the Board comprised Mr. ZHOU Chao, Mr. PHANG Yul Cher Yeow, Ms. HUANG Song and Mr. CHU Kin Wang, Peleus as executive Directors, Mr. FONG Chi Hou and Mr. WANG Yao Dong as non-executive Directors and Mr. LIU Wing Ting, Stephen, Ms. LAM Lin Chu and Ms. TSE Po Chu as independent non-executive Directors.

The directors of Apex jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, 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 statement in this announcement misleading.

The Offeror and Apex wish to remind their respective associates (as defined in the Takeovers Code) to disclose their dealings in any securities of Apex during the offer period, which commenced on the date of the Announcement.

Stockbrokers, banks and others who deal in the securities of the Apex on behalf of their clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7- day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in the relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that cooperation.

Please also refer to the published version of this announcement in The Standard.

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