Walnut Capital Limited — M&A Activity 2006

Nov 14, 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

COMPLETION OF THE SALE AND PURCHASE AGREEMENTS RELATING TO THE SALE AND PURCHASE OF SHARES IN APEX CAPITAL LIMITED

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 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 Board announces that the completion of the Sale and Purchase Agreements took place on 14th November, 2006.

Upon Completion, the Offeror and parties acting in concert with it owns 132,933,200 Shares, representing approximately 55.39% of the total issued share capital of Apex. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required, upon Completion, to make an unconditional mandatory general cash offer for all the Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

Unless the context otherwise requires, the capitalized terms and expression 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 (“Offer Announcement”).

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COMPLETION OF SALE AND PURCHASE AGREEMENTS

The Board announces that the Completion took place on 14th November, 2006. The Sale Shares, being 132,933,200 Shares, representing approximately 55.39% of the total issued share capital or voting rights of Apex as at the date of this announcement, were acquired by the Offeror from the Vendors for a total consideration of HK$9,238,857.40 in cash. The Sale Shares were acquired free from all liens, charges and encumbrances and with all rights attached to them on 24th October, 2006, being the date of signing of the Sale and Purchase Agreements or subsequently attached to them.

UNCONDITIONAL MANDATORY GENERAL CASH OFFER

Upon Completion, the Offeror and parties acting in concert with it owns 132,933,200 Shares, representing approximately 55.39% of the total issued share capital of Apex. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required, upon Completion, to make an unconditional mandatory general cash offer for all the Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

Terms of the Offer, information and intention of the Offeror, shareholdings of Apex immediate before and after the Completion are set out in the Offer Announcement. Shareholders are advised to read this announcement in conjunction with the Offer Announcement.

GENERAL

It is expected that 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 Shareholders on or before 21st November, 2006 and in compliance with requirements of the Takeovers Code.

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.

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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, 14th November, 2006

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

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