Walnut Capital Limited — Capital/Financing Update 2011

Sep 15, 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.

==> picture [53 x 59] intentionally omitted <==

MASTERMIND CAPITAL LIMITED 慧德投資有限公司 [*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

ACQUISITION OF SALE SHARES IN THE TARGET COMPANY ISSUANCE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to (i) the announcement of the Company dated 13 April 2011 (the “ Announcement ”) in relation to the Acquisition and (ii) the announcements of the Company dated 9 May 2011, 31 May 2011, 30 June 2011, 29 July 2011 and 31 August 2011 in relation to the delay in despatch of the circular regarding the aforesaid transaction. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless defined otherwise.

It was stated in the Announcement that the Acquisition constituted a major transaction of the Company under Rule 14.06 of the Listing Rules. However, upon re-visiting the applicable percentage ratios by alternative tests in respect of the Acquisition, the highest applicable percentage ratio only exceeds 5% but is less than 25%. Thus, the Acquisition should constitute a discloseable transaction of the Company.

Accordingly, no circular will be despatched and no EGM will be convened in respect of the Acquisition. The Shareholders and the potential investors can refer to the Announcement for the details of the Acquisition.

By order of the Board Mastermind Capital Limited Ha Wing Ho, Peter Executive Director

Hong Kong, 15 September, 2011

As at the date of this announcement, the Board comprises of six executive directors, namely, Mr. Mung Kin Keung (Chairman), Mr. Tang Hao (Chief Executive Officer), Mr. Ha Wing Ho, Peter, Mr. Chee Man Sang, Eric, Mr. Michael Stockford and Mr. Mung Bun Man, Alan and three independent non-executive directors, namely, Mr. Lo Tak Kin, Ms. Yu Tin Yan, Winnie and Mr. Patrick Lee.

* For identification purpose only