Walnut Capital Limited — M&A Activity 2006

Nov 21, 2006

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.

中國天地行物流控股集團有限公司 APEX CAPITAL LIMITED

(Incorporated in Hong Kong with limited liability) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 905)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE OFFER DOCUMENT

UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY YU MING INVESTMENT MANAGEMENT LIMITED ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES OF APEX CAPITAL LIMITED OF HK$0.025 PER SHARE

AT HK$0.0695 PER SHARE (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT)

Financial Adviser to the Offeror

Yu Ming Investment Management Limited

Joint Financial Advisers to Apex Capital Limited

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The composite offer document in relation to the Offer will be despatched to the Independent Shareholders on 21st November, 2006. The Offer will be eligible for acceptance on 21st November, 2006 and will be closed at 4:00 p.m. on 12th December, 2006.

Unless the context otherwise requires, the capitalized terms and expressions used in this announcement shall have the same meanings assigned to those in the offer announcement published on 31st October, 2006 and jointly issued by the Offeror and Apex in relation to a possible unconditional mandatory general cash offer made by Yu Ming on behalf of the Offeror for all the issued Shares other than those owned or agreed to be acquired by the Offeror and parties acting in concert with it.

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DESPATCH OF COMPOSITE OFFER DOCUMENT

The offer document and the response document of Apex will be combined as a composite offer document, which will contain, inter alia, the terms of the Offer and the acceptance and transfer form, information regarding the Offeror and Apex, the advice of the independent financial adviser and the recommendation from the independent board committee of Apex. The composite offer document will be jointly despatched by the Offeror and Apex to the Independent Shareholders on 21st November, 2006.

TIMETABLE OF THE OFFER

Commencement date of the Offer ........................................................................ Tuesday, 21st November, 2006

Date of posting the composite offer document.................................................... Tuesday, 21st November, 2006

Latest time and date for acceptance of the Offer........................... 4:00 p.m. on Tuesday, 12th December, 2006

Closing date of the Offer (Note 1) ....................................................................... Tuesday, 12th December, 2006

Latest time and date for the announcement of

the result of the Offer on Stock Exchange’s website ................ 7:00 p.m. on Tuesday, 12th December, 2006

Announcement in respect of the closing of .................................................... Wednesday, 13th December, 2006 the Offer and acceptances under the Offer

Latest date for posting of remittances for

the amounts due under the Offer

in respect of valid acceptances (Note 2) ............................................................ Friday, 22nd December, 2006

Notes:

1. The Offer will be closed on Tuesday, 12th December, 2006. The Offeror does not have any intention to extend the closing date of the Offer. The Offeror will issue an announcement on the Stock Exchange’s website by 7:00 p.m. on Tuesday, 12th December, 2006, being the closing date of the Offer, stating the total number of the Shares and rights over the Shares:

   • a. for which acceptances of the Offer have been received;

   • b. held, controlled or directed by the Offeror or parties acting in concert with it before the Announcement Date; and

   • c. acquired or agreed to be acquired during the offer period by the Offeror or any person acting in concert with it.

2. Remittances in respect of the consideration (after deducting the seller’s ad valorem stamp duty) payable for the Shares under the Offer will be posted to the Accepting Shareholders by ordinary post at their own risk as soon as practicable, but in any event within 10 days from the receipt of duly completed acceptance.

3. Acceptance of the Offer shall be irrevocable and not be capable of being withdrawn.

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1. In the case that the Offeror or Yu Ming fails to publish an announcement in respect of the acceptance of the Offer on the Stock Exchange’s website by 7:00 p.m. on Tuesday, 12th December, 2006, being the closing date of the Offer, the Executive may require that the Accepting Shareholders be granted a right of withdrawal and in accordance with the Takeovers Code, on terms acceptable to the Executive, until such announcement is published.

2. All references to date and time contained in this composite offer document refer to Hong Kong date and time.

As at the date of this announcement, the board of directors of the Offeror comprises Mr. Mung Kin Keung and his wife Madam Sin Lai Ni.

As at the date of this announcement, the board of directors of Apex comprises 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 the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Apex) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to Apex) 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 (other than those relating to Apex) misleading.

The directors of Apex jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to the Offeror) 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 (other than those relating to the Offeror) misleading.

By order of the board of 中國天地行物流控股集團有限公司 Mung Kin Keung Chairman

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

Hong Kong, 20th November, 2006

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

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