Walnut Capital Limited — Capital/Financing Update 2015

Jun 25, 2015

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

(1) DESPATCH OF THE CIRCULAR;

(2) SECOND EXTENSION LETTER TO THE UNDERWRITING AGREEMENT;

(3) REVISED TIMETABLE RELATING TO THE CHANGE IN BOARD LOT SIZE AND THE OPEN OFFER; AND

(4) CHANGE OF BOOK CLOSURE PERIODS AND THE RECORD DATE

(1) DESPATCH OF THE CIRCULAR

The Board is pleased to announce that the Circular containing, among other things, further details about the Open Offer will be despatched by the Company to the Shareholders on 26 June 2015.

• For identification purposes only

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(2) SECOND EXTENSION LETTER TO THE UNDERWRITING AGREEMENT

As a result of the delay in despatch of the Circular, on 25 June 2015, the Company, the Underwriters and Mr. Mung entered into the Second Extension Letter to further amend (i) the latest time for lodging the transfers of Shares in order to qualify for the Open Offer; (ii) the Latest Time for Acceptance; (iii) the Latest Time for Termination; (iv) the Prospectus Posting Date; and (v) the Record Date of the Underwriting Agreement in accordance with the relevant dates set out in the revised timetable below or such other time(s) or date(s) as the Company may determine.

• (3) REVISED TIMETABLE RELATING TO THE CHANGE IN BOARD LOT SIZE AND THE OPEN OFFER

The revised timetable of the Open Offer is set out in this announcement.

• (4) CHANGE OF BOOK CLOSURE PERIODS AND THE RECORD DATE

• The Shareholders and the public should note that as a result of the change in the timetable:

• (i) the register of members of the Company will be closed from Wednesday, 15 July 2015 to Tuesday, 21 July 2015, both dates inclusive, for determining the right to attend the EGM for Open Offer; and

• (ii) the Record Date to determine entitlements to the Open Offer is now changed to Friday, 31 July 2015 and the register of members of the Company will be closed from Monday, 27 July 2015 to Friday, 31 July 2015, both dates inclusive, for determining the entitlements under the Open Offer.

No transfer of shares of the Company will be registered during these periods.

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Reference is made to the announcement of Mastermind Capital Limited (the “ Company ”) dated 13 May 2015 (the “ Announcement ”) in relation to, among other matters, the open offer on the basis of two new shares of the Company for every one existing share held on the record date, and the respective announcements of the Company dated 5 June 2015 and 19 June 2015 (the “ Delay Announcements ”) in respect of the delay in despatch of the circular in relation to the above (the “ Circular ”). Unless the content otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcement.

(1) DESPATCH OF THE CIRCULAR

As stated in the Announcement and the Delay Announcements, the Circular containing, among other things, (i) further details about the Open Offer (including the absence of excess application arrangement) and the Underwriting Agreement; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Open Offer (including the absence of excess application arrangement) and the Underwriting Agreement; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Open Offer (including the absence of excess application arrangement) and the Underwriting Agreement; and (iv) the notice convening the EGM, will be despatched to the Shareholders on or before 3 July 2015.

The Board announces that the Circular will be despatched by the Company to the Shareholders on 26 June 2015.

(2) SECOND EXTENSION LETTER TO THE UNDERWRITING AGREEMENT

As a result of the delay in despatch of the Circular, on 25 June 2015, the Company, the Underwriters and Mr. Mung entered into an extension letter (the “ Second Extension Letter ”), pursuant to which the Company, the Underwriters and Mr. Mung agreed to further amend (i) the latest time for lodging the transfers of Shares in order to qualify for the Open Offer; (ii) the Latest Time for Acceptance; (iii) the Latest Time for Termination; (iv) the Prospectus Posting Date; and (v) the Record Date of the Underwriting Agreement in accordance with the relevant dates set out in the revised timetable below or such other time(s) or date(s) as the Company may determine.

Save for the amendments as mentioned above, there is no other change to the Underwriting Agreement.

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(3) REVISED TIMETABLE RELATING TO THE CHANGE IN BOARD LOT SIZE AND THE OPEN OFFER

The revised expected timetable for the proposed change in board lot size and the Open Offer is set out below:

2015 Latest time for lodging transfer of shares in order to qualify for attendance and voting at the EGM. . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 14 July Closure of register of members of the Company to determine the qualification for attendance and voting at the EGM (both day inclusive) . . . . . . . . . . . . . . . Wednesday, 15 July to Tuesday, 21 July Latest time for lodging forms of proxy for the EGM (not less than 48 hours) . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Sunday, 19 July Record date for attendance and voting at the EGM. . . . . . . . . . . . . . . . .Tuesday, 21 July EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Tuesday, 21 July Announcement of poll result of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 21 July Last day of dealings in Shares on cum-entitlements basis of the Open Offer. . . . . . . . . . . . . . . . . . . Wednesday, 22 July First day of dealings in Shares on ex-entitlements basis of the Open Offer . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 July Latest time for lodging transfers of Shares in order to qualify for the Open Offer . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 24 July

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2015

Register of members close (both days inclusive) in Hong Kong and the Cayman Islands to determine the entitlements to the Open Offer . . . . . . . . . . . . . . .Monday, 27 July to Friday, 31 July Record Date for the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 31 July Register of members reopen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August Despatch of Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August Latest time for Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 17 August Latest Time for Termination by the Underwriters . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 21 August Announcement of the results of the Open Offer . . . . . . . . . . . . . . . . Monday, 24 August Despatch of share certificates for Offer Shares. . . . . . . . . . . . . . . . . Tuesday, 25 August Despatch of refund cheques if the Open Offer is terminated. . . . . . . Tuesday, 25 August Effective date of change in board lot size from 16,000 Shares to 32,000 Shares . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 August Designated broker starts to stand in the market to provide matching services for sale and purchase of odd lots of Shares. . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 25 August Expected first day of dealings in fully-paid Offer Shares on the Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 26 August

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2015

Designated broker ceases to stand

in the market to provide matching services

for sale and purchase of odd lots of Shares. . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Tuesday, 15 September

All times and dates stated in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.

(4) CHANGE OF BOOK CLOSURE PERIODS AND THE RECORD DATE

The Shareholders and the public should note that as a result of the change in the timetable:

• (i) the register of members of the Company will be closed from Wednesday, 15 July 2015 to Tuesday, 21 July 2015, both dates inclusive, for determining the right to attend the EGM for Open Offer; and

• (ii) the Record Date to determine entitlements to the Open Offer is now changed to Friday, 31 July 2015 and the register of members of the Company will be closed from Monday, 27 July 2015 to Friday, 31 July 2015, both dates inclusive, for determining the entitlements under the Open Offer.

No transfer of shares of the Company will be registered during these periods.

By Order of the Board Mastermind Capital Limited Mung Kin Keung Chairman

Hong Kong, 25 June 2015

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. MUNG Kin Keung (Chairman) and Mr. MUNG Bun Man, Alan; and three independent non-executive Directors, namely, Mr. MAN Kong Yui, Mr. FUNG Wai Ching and Mr. POON Wai Hoi, Percy.

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