JOINT ANNOUNCEMENT (1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement. The joint announcement appears for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for securities in KFM Kingdom Holdings Limited. KFM KINGDOM HOLDINGS LIMITED KFM (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3816) MASSIVE FORCE LIMITED (Incorporated in the British Virgin Islands with limited liability) JOINT ANNOUNCEMENT (1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY ON BEHALF OF MASSIVE FORCE LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN KFM KINGDOM HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY MASSIVE FORCE LIMITED AND PARTIES ACTING IN CONCERT WITH IT); (2) RESULTS OF THE OFFER; (3) RESIGNATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER; (4) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHIEF EXECUTIVE OFFICER; AND (5) CHANGE OF COMPOSITION OF BOARD COMMITTEES 1

2 CLOSE OF THE OFFER The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Wednesday, 3 February 2016, and was not revised or extended by the Offeror. RESULTS OF THE OFFER As at 4:00 p.m. on Wednesday, 3 February 2016, being the latest time and date for acceptance of the Offer as set out in the Composite Document, valid acceptances under the Offer had been received by the Offeror in respect of a total of 5,943,012 Offer Shares, representing approximately 0.99% of the entire issued share capital of the Company as at the date of this joint announcement. SHAREHOLDING AND PUBLIC FLOAT OF THE COMPANY Taking into account (i) the 444,600,000 Shares beneficially held by the Offeror upon the Share Purchase Completion (representing approximately 74.10% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) the valid acceptances in respect of a total of 5,943,012 Acceptance Shares (representing approximately 0.99% of the entire issued share capital of the Company as at the date of this joint announcement), the Offeror and parties acting in concert with it are interested in 450,543,012 Shares in aggregate, representing approximately 75.09% of the entire issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company as at the date of this joint announcement. Upon the close of the Offer, subject to the due registration by the Registrar of the transfer of the Acceptance Shares, 149,456,988 Shares, representing approximately 24.91% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules). Accordingly, the Company cannot fulfill the minimum public float requirement set out under Rule 8.08(1)(a) of the Listing Rules. As such, the Company will make an application to the Stock Exchange for a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for a period of two months commencing from Thursday, 4 February 2016 to Monday, 4 April The Offeror and the Directors will take appropriate steps to restore the required minimum public float as soon as possible. RESIGNATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER In connection with the Offer, the Board announces that (i) each of Mr. KS Lam and Mrs. Chow has resigned as an executive Director; (ii) Mr. Yeung has resigned as an independent non-executive Director and a member of the Audit Committee and the Nomination Committee; (iii) Mr. HK Lam has resigned as an independent non-executive Director, the chairman of the Remuneration Committee and a member of each of the Nomination Committee and the Audit Committee; and (iv) Ms. Chung has resigned as the chief executive officer of the Company with effect from the close of the Offer on 3 February

3 APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHIEF EXECUTIVE OFFICER In connection with the Offer, the Board is pleased to announce that (i) each of Ms. Zhao and Mr. Shen has been appointed as an independent non-executive Director; and (ii) Mr. Sun, one of the executive Directors, has been appointed as the chief executive officer of the Company with effect from the close of the Offer on 3 February CHANGE OF COMPOSITION OF BOARD COMMITTEES Following the resignation of the Resigned Directors, the Board announces that with effect from the close of the Offer on 3 February 2016: (a) (b) (c) (d) (e) (f) Mr. Sun, an executive Director, has resigned as the chairman of the Nomination Committee and a member of the Remuneration Committee; Mr. Sun has been appointed as a member of the Nomination Committee; Mr. Zhang, a non-executive Director, has been appointed as the chairman of the Nomination Committee and a member of the Remuneration Committee; Mr. Wan, an independent non-executive Director, has been appointed as a member of the Nomination Committee; Ms. Zhao has been appointed as the chairlady of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee; and Mr. Shen has been appointed as a member of each of the Audit Committee and the Nomination Committee. Reference is made to the (i) joint announcements of Massive Force Limited (the Offeror ) and KFM Kingdom Holdings Limited (the Company ) dated 23 December 2015, 4 January 2016, 13 January 2016 and 20 January 2016 in relation to, among other matters, the Offer; and (ii) composite document (the Composite Document ) jointly issued by the Offeror and the Company dated 13 January 2016 in relation to the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document. 3

4 CLOSE OF THE OFFER The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Wednesday, 3 February 2016, and was not revised or extended by the Offeror. RESULTS OF THE OFFER As at 4:00 p.m. on Wednesday, 3 February 2016, being the latest time and date for acceptance of the Offer as set out in the Composite Document, valid acceptances under the Offer had been received by the Offeror in respect of a total of 5,943,012 Offer Shares (the Acceptance Shares ), representing approximately 0.99% of the entire issued share capital of the Company as at the date of this joint announcement. Remittances in respect of the cash consideration (after deduction of seller s ad valorem stamp duty) payable for the Acceptance Shares tendered have been despatched, or will be despatched (as the case may be) to the accepting Shareholder(s) by ordinary post at their own risk as soon as possible but in any event within 7 Business Days after the date of receipt of a duly completed acceptance in accordance with the Takeovers Code. SHAREHOLDING AND PUBLIC FLOAT OF THE COMPANY Immediately before the commencement of the Offer Period, the Offeror and parties acting in concert with it did not hold, control or have direction over any Shares, any voting rights or any rights over the Shares. Taking into account (i) the 444,600,000 Shares beneficially held by the Offeror upon the Share Purchase Completion (representing approximately 74.10% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) the valid acceptances in respect of a total of 5,943,012 Acceptance Shares (representing approximately 0.99% of the entire issued share capital of the Company as at the date of this joint announcement), the Offeror and parties acting in concert with it are interested in 450,543,012 Shares in aggregate, representing approximately 75.09% of the entire issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company as at the date of this joint announcement. Save for (i) the acquisition of Sale Shares (being 444,600,000 Shares); and (ii) the Acceptance Shares, the Offeror and parties acting in concert with it did not acquire or agree to acquire any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any rights over the Shares during the Offer Period. The Offeror and parties acting in concert with it have not borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period. 4

5 Set out below is the shareholding structure of the Company (i) immediately after the Share Purchase Completion and before the making of the Offer; and (ii) immediately upon the close of the Offer and as at the date of this joint announcement: Immediately after the Share Purchase Completion and before the making of the Offer Number of Shares Approximate percentage of shareholding in the issued share capital of the Company Immediately upon the close of the Offer and as at the date of this joint announcement Number of Shares Approximate percentage of shareholding in the issued share capital of the Company The Offeror and parties acting in concert with it 444,600, % 450,543, % Mr. Yung Ching Tak (1) 2,900, % 0 0% 2S Concept Link Limited (2) 1,575, % 0 0% Public Shareholders 150,925, % 149,456, % TOTAL 600,000, % 600,000, % Notes: 1. Pursuant to the confirmation of concert party arrangement dated 26 September 2011 entered into by Mr. Sun, Mr. Wong Chi Kwok, Mr. Yau Lam Chuen, Mr. Yung Ching Tak, Mr. Lam Kin Shun, Mr. Chan Lin On and Mr. Yeung Man Chiu, they have confirmed that they are parties acting in concert in the operation and management of Kingdom Precision Product Limited ( KPP-HK ), Kingdom Precision Product (Suzhou) Company Limited, Kingdom (Reliance) Precision Parts Manufactory Limited, Kingdom (Reliance) Precision Parts (Shenzhen) Manufactory Limited* ( ), Kingdom Reliance Mechatronic Components (Shanghai) Manufactory Limited* ( ), Kingdom Fine Metal Limited and Kingdom Technology (Shenzhen) Company Ltd. since 13 March 2002, being the date of incorporation of KPP-HK. Accordingly, each person under the concert party arrangement is taken to be interested in the shares the other party under such concert party arrangement is interested under the SFO. 2. As at the date of this joint announcement, 2S Concept Link Limited is wholly-owned by Ms. Chung Sin Ling, who was the chief executive officer of the Company before her resignation on 3 February 2016 upon the close of the Offer. Upon the close of the Offer, subject to the due registration by the Registrar of the transfer of the Acceptance Shares, 149,456,988 Shares, representing approximately 24.91% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules). Accordingly, the Company cannot fulfill the minimum public float requirement set out under Rule 8.08(1)(a) of the Listing Rules. As such, the Company will make an application to the Stock Exchange for a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for a period of two months commencing from Thursday, 4 February 2016 to Monday, 4 April The Offeror and the Directors will take appropriate steps to restore the required minimum public float as soon as possible. 5

6 RESIGNATION OF DIRECTORS AND CHIEF EXECUTIVE OFFICER In connection with the Offer, the Board announces that with effect from the close of the Offer on 3 February 2016 (i) each of Mr. Lam Kin Shun ( Mr. KS Lam ) and Mrs. Chow Suen Christina ( Mrs. Chow ) has resigned as an executive Director; (ii) Mr. Yeung Chi Tat ( Mr. Yeung ) has resigned as an independent non-executive Director and a member of the audit committee of the Company (the Audit Committee ) and the nomination committee of the Company (the Nomination Committee ); (iii) Mr. Lam Hon Keung Keith ( Mr. HK Lam ) (together with Mr. KS Lam, Mrs. Chow and Mr. Yeung, the Resigned Directors ) has resigned as an independent non-executive Director, the chairman of the remuneration committee of the Company (the Remuneration Committee ) and a member of each of the Nomination Committee and the Audit Committee; and (iv) Ms. Chung Sin Ling ( Ms. Chung ) has resigned as the chief executive officer of the Company. Each of the Resigned Directors and Ms. Chung has confirmed that he/she has no disagreement with the Board and there is no matter relating to his/she resignation that needs to be brought to the attention of the Shareholders and the Stock Exchange. The Board would like to take this opportunity to express its sincere gratitude to the Resigned Directors and Ms. Chung for their valuable contribution to the Company during their tenure of office. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHIEF EXECUTIVE OFFICER In connection with the Offer, the Board is pleased to announce that with effect from the close of the Offer on 3 February 2016 (i) each of Ms. Zhao Yue ( Ms. Zhao ) and Mr. Shen Zheqing ( Mr. Shen ) has been appointed as an independent non-executive Director; and (ii) Mr. Sun Kwok Wah Peter ( Mr. Sun ), one of our executive Directors, has been appointed as the chief executive officer of the Company. The Board would like to take this opportunity to extend its warm welcome to the newly appointed independent non-executive Directors. 6

7 The biographical details of the newly appointed Independent Non-Executive Directors are set out below, Ms. Zhao Yue ( ) Ms. Zhao Yue, aged 40, is currently a director of Togni & Zhao Limited, a private company incorporated in Hong Kong which engages in the business of executive search. Ms. Zhao was admitted to the New York State Bar in 2003 and has years of experience in the legal industry. Ms. Zhao had working experiences at Paul, Weiss, Rifkind, Wharton & Garrison and Skadden, Arps, Slate, Meagher & Flom. Ms. Zhao graduated from the University of Bridgeport with a Bachelor of Science degree in Biology, and graduated from the New York University with a Juris Doctor degree. An appointment letter has been signed by Ms. Zhao and the Company, pursuant to which she will be entitled to an annual director s fees of HK$150,000, determined with reference to the remuneration policy of the Company, her duties and responsibilities with the Company and the prevailing market conditions. Ms. Zhao has been appointed without a specific fixed term commencing from 3 February 2016, being the day of the close of the Offer, subject to compliance with the Listing Rules and the articles of association of the Company, unless terminated in accordance with the terms and conditions provided in her appointment letter with the Company. Pursuant to the articles of association of the Company, Ms. Zhao would be subject to retirement by rotation and re-election at the general meetings of the Company and will hold office until the next annual general meeting of the Company at which Ms. Zhao will be eligible for re-election. Ms. Zhao does not have any relationship with any Director, senior management, substantial shareholder or controlling Shareholders, and save as disclosed above, she has not held any directorship in any other listed companies in the past three years. As at the date of this joint announcement, Ms. Zhao does not have any interest, deemed interest or short position in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO). Save as disclosed above, there is no other information relating to Ms. Zhao that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to her appointment that needs to be brought to the attention of the Shareholders. Mr. Shen Zheqing ( ) Mr. Shen Zheqing, aged 36, is currently the sole shareholder of ZQ Capital Limited, a private company incorporated in Hong Kong which engages in the business of investment and financial advisory. Mr. Shen has years of experience in the financial industry, having worked with Lehman Brothers and the Goldman Sachs Group. Mr. Shen joined Primavera Capital Limited in He then joined the investment banking division of Barclays Capital Asia Limited in Mr. Shen graduated from Wesleyan University with a Bachelor of Arts degree in Economics and Mathematics. 7

8 An appointment letter has been signed by Mr. Shen and the Company, pursuant to which he will be entitled to an annual director s fee of HK$150,000 determined with reference to the remuneration policy of the Company, his duties and responsibilities with the Company and the prevailing market conditions. Mr. Shen has been appointed without a specific fixed term commencing from 3 February 2016, being the day of the close of the Offer, subject to compliance with the Listing Rules and the articles of association of the Company), unless terminated in accordance with the terms and conditions provided in his appointment letter with the Company. Pursuant to the articles of association of the Company, Mr. Shen would be subject to retirement by rotation and re-election at the general meetings of the Company and will hold office until the next annual general meeting of the Company at which Mr. Shen will be eligible for re-election. Mr. Shen does not have any relationship with any Director, senior management, substantial shareholder or controlling Shareholders, and save as disclosed above, he has not held any directorship in any other listed companies in the past three years. As at the date of this joint announcement, Mr. Shen does not have any interest, deemed interest or short position in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO). Save as disclosed above, there is no other information relating to Mr. Shen that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders. CHANGE OF COMPOSITION OF BOARD COMMITTEES Following the resignation of the Resigned Directors, the Board announces that with effect from the close of the Offer on 3 February 2016: (a) (b) (c) (d) (e) Mr. Sun, an executive Director, has resigned as the chairman of the Nomination Committee and a member of the Remuneration Committee; Mr. Sun has been appointed as a member of the Nomination Committee; Mr. Zhang Yongdong ( Mr. Zhang ), a non-executive Director, has been appointed as the chairman of the Nomination Committee and a member of the Remuneration Committee; Mr. Wan, an independent non-executive Director, has been appointed as a member of the Nomination Committee; Ms. Zhao has been appointed as the chairlady of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee; and 8

9 (f) Mr. Shen has been appointed as a member of each of the Audit Committee and the Nomination Committee. Upon the above changes, (1) the Audit Committee comprises three independent non-executive Directors, namely Mr. Wan, Ms. Zhao and Mr. Shen, of whom Mr. Wan is the chairman; (2) the Remuneration Committee comprises one non-executive Director, namely Mr. Zhang, and two independent non-executive Directors, namely Mr. Wan and Ms. Zhao, of whom Ms. Zhao is the chairlady; and (3) the Nomination Committee comprises one non-executive Director, namely Mr. Zhang, one executive Director, namely Mr. Sun, and three independent non-executive Directors, namely Mr. Shen, Ms. Zhao and Mr. Wan, of whom Mr. Zhang is the chairman. By order of the Board KFM Kingdom Holdings Limited Sun Kwok Wah Peter Chief Executive Officer By order of the board of Massive Force Limited Zhang Yongdong Chief Executive Officer Hong Kong, 3 February 2016 The directors of the Offeror, namely Mr. Zhang Yongdong, Mr. Yang Chao and Ms. Zhang Li, jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement, other than that relating to the Company and its subsidiaries, and confirm that, having made all reasonable enquiries, to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement, other than that relating to the Offeror, and confirm that, having made all reasonable enquiries, to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading. As at the date of this joint announcement, the executive Directors are Mr. Sun Kwok Wah Peter and Mr. Wong Chi Kwok; the non-executive Director is Mr. Zhang Yongdong (Chairman); and the independent non-executive Directors are Mr. Wan Kam To, Ms. Zhao Yue and Mr. Shen Zheqing. 9