PROPOSED CAPITAL REORGANISATION AND REFRESHMENT OF EXISTING

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posted:: 7/27/2011
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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.

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 329)

PROPOSED CAPITAL REORGANISATION
AND
REFRESHMENT OF EXISTING GENERAL MANDATE

Capital Reorganisation

The Board proposes to put forward to the Shareholders a proposal to effect the Capital
Reorganisation, pursuant to which:-

(i) the issued and paid up capital of the Company shall be cancelled to the extent of HK$0.09 per
Share in issue and the nominal value of all the issued Shares shall be reduced from HK$0.10
each to HK$0.01 each;

(ii) each of the unissued Shares in the authorised but unissued share capital of the Company shall
be cancelled; and

(iii) the authorised share capital of the Company shall be subsequently decreased to
HK$100,000,000 divided into 10,000,000,000 New Shares of a nominal value of HK$0.01
each, by the creation of 8,486,640,000 New Shares.

The Capital Reorganisation is conditional upon, among other things, the approval by the
Shareholders at the EGM and the confirmation of the Capital Reorganisation by the Court.

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Refreshment of the Existing General Mandate

The Directors were authorized to allot and issue up to 302,672,000 Shares pursuant to the Existing
General Mandate. The Existing General Mandate has been reserved to apply to the possible issue
of 178,461,538 Shares upon exercise of the conversion rights attaching to the Convertible Bonds.
The Board therefore proposes to seek the approval of the Independent Shareholders to refresh
the Existing General Mandate at the EGM. The Company has not refreshed the Existing General
Mandate to issue Shares since the AGM.

A special resolution to approve the Capital Reorganisation and an ordinary resolution to approve
the refreshment of the Existing General Mandate will be proposed at the EGM. A circular
containing, among other things, the details of the Capital Reorganisation and the refreshment of
the Existing General Mandate, a letter from an independent financial adviser to be appointed to
advise the independent board committee and the Independent Shareholders on the refreshment
of the Existing General Mandate together with the notice of the EGM will be despatched to the
Shareholders as soon as practicable.

CAPITAL REORGANISATION

The Board proposes to put forward to the Shareholders a proposal to effect the Capital Reorganisation
which comprises the following: (1) the Capital Reduction; (2) the Cancellation of unissued Shares and
(3) the Decrease in Authorised Share Capital.

As at the date of this announcement, the authorised share capital of the Company is HK$200,000,000,
divided into 2,000,000,000 Shares, of which 1,513,360,000 Shares are in issue and fully paid.

(1) Capital Reduction

The Board proposes the Capital Reduction pursuant to which the issued and paid up capital of the
Company shall be cancelled to the extent of HK$0.09 per Share in issue and the nominal value of all the
issued Shares shall be reduced from HK$0.10 each to HK$0.01 each.

(2) Cancellation of unissued Shares

The Board also proposes to cancel 486,640,000 unissued Shares in the authorised but unissued share
capital of the Company.

(3) Decrease in Authorised Share Capital

The Board then proposes to subsequently decrease the existing authorised share capital of the Company
to HK$100,000,000 divided into 10,000,000,000 New Shares of a nominal value of HK$0.01 each, by the
creation of 8,486,640,000 New Shares.

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EFFECTS OF THE CAPITAL REORGANISATION

Immediately upon the Capital Reorganisation becoming effective, the issued share capital of the
Company shall be HK$15,133,600 comprising 1,513,360,000 New Shares, each with a nominal value
of HK$0.01. The authorised share capital of the Company shall be HK$100,000,000 divided into
10,000,000,000 New Shares of a nominal value of HK$0.01 each.

Assuming that no further Shares will be issued after the date of this announcement and prior to the
Capital Reorganisation becoming effective, a credit of approximately HK$136,202,400 will arise as a
result of the Capital Reorganisation and will be applied to the capital reserve accounts of the Company
as at the effective date of the Capital Reorganisation, which will be distributable in accordance with the
direction of the Court.

The Capital Reorganisation will not, of itself, alter the underlying assets, business operations,
management or financial position of the Company or the proportionate interests of the Shareholders,
except for the payment of the related financial, legal and publication expenses. The Board believes that
the Capital Reorganisation will not have any material adverse effect on the financial position of the
Company and its subsidiaries.

Share Options and Convertible Bonds

As at the date of this announcement, there are outstanding Share Options entitling the holders thereof
to subscribe 66,100,000 Shares. The exercise price and the number of the Share Options may have to be
adjusted in accordance with the rules of the Share Option Scheme and in compliance with Chapter 17 of
the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005.
The Company will instruct its auditors or an independent financial adviser to certify the adjustments,
if any, to the Share Options and will inform the holders of the Share Options of the adjustments, if
any, accordingly. Details of adjustment, if any, will be disclosed in the circular relating to the Capital
Reorganisation to be despatched to the Shareholders in due course.

The Company issued the Convertible Bonds in the principal amount of HK$151,000,000 in 2007. Terms
of the Convertible Bonds were subsequently amended, details of such amendments had been disclosed in
the announcements of the Company dated 27 July 2009, 7 August 2009 and 28 August 2009.

Implementation of the Capital Reorganisation will not have any effect on the conversion price or
the number of New Shares fall to be issued upon exercise of the conversion rights attached to the
Convertible Bonds.

Status of the New Shares

The New Shares will rank pari passu in all respects with each other and the Capital Reorganisation will
not result in any change in the relative rights of the Shareholders.

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REASONS FOR THE CAPITAL REORGANISATION

As a result of the Capital Reorganisation, the Company’s capital and reserves will more closely reflect
the available net assets of the Company. In addition, the Capital Reorganisation will provide flexibility
for equity fund raising of the Company in the future.

In view of the above, the Board considers that the Capital Reorganisation is in the interest of the
Company and the Shareholders as a whole.

CONDITIONS OF THE CAPITAL REORGANISATION

The implementation of the Capital Reorganisation is conditional upon, among other things:

(a) the passing of a special resolution by the Shareholders approving the Capital Reorganisation at the
EGM;

(b) an order being made by the Court confirming the Capital Reorganisation;

(c) the registration by the Registrar of Companies in the Cayman Islands of an official copy of the Court
order in respect of the Capital Reorganisation and the minutes approved by the Court pursuant to the
Companies Law;

(d) compliance with any conditions which the Court may impose; and

(e) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the
New Shares.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the
listing of, and the permission to deal in, the New Shares.

EXPECTED EFFECTIVE DATE OF THE CAPITAL REORGANISATION

Upon the conditions mentioned above being fulfilled, the Capital Reorganisation will become effective
immediately after the registration of the Court order and the minutes as referred to in condition (c)
above. An application will be made to the Court for the approval of the Capital Reorganisation as soon as
practicable after the same is approved by the Shareholders by way of special resolution at the EGM.

Further announcement(s) (if any) will be made to inform the Shareholders of the progress of the matter
as and when appropriate.

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EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganisation is set out below.

Despatch of the circular regarding, among other matters,
the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 December 2009

Publication of the notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 December 2009

Latest time for lodging the form of proxy for the EGM . . . . . . . . . . . . . . . . . . . 3:00 p.m., 6 January 2010

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m., 8 January 2010

Announcement of poll results of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 January 2010

The following event is conditional on the fulfillment of the conditions for the implementation of the
Capital Reorganisation.

Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or before 7 June 2010

Note: All times and dates in this announcement refer to Hong Kong local times and dates. Dates and deadlines specified
in expected timetable above depends on the results of the EGM and the relevant Court hearings and are therefore
indicative only. An announcement will be made regarding any changes to the expected timetable as and when
appropriate.

As advised by the legal advisers to the Company on the laws of Cayman Islands and subject to the
availability of the Court, it may take four to six months to complete the Capital Reduction (which forms
part of the Capital Reorganisation).

REFRESHMENT OF EXISTING GENERAL MANDATE

The Directors were authorized in the AGM to allot and issue up to 302,672,000 Shares pursuant to the
Existing General Mandate. As disclosed in the announcements of the Company dated 27 July 2009, 7
August 2009 and 28 August 2009, the terms of the Convertible Bonds were amended and the Shares to
be issued upon exercise of the conversion rights attaching to the Convertible Bonds will be issued from
the Existing General Mandate. The Board therefore proposes to seek the approval of the Independent
Shareholders to refresh the Existing General Mandate at the EGM. The Company has not refreshed the
Existing General Mandate since the AGM.

On the basis of a total of 1,513,360,000 Shares in issue as at the date of this announcement and assuming
that no other Shares will be issued or repurchased whatsoever between the date of this announcement and
the EGM, the New General Mandate (if granted) will empower the Directors to allot, issue and deal with
up to a maximum of 302,672,000 Shares, representing 20% of the issue share capital of the Company as
at the date of the EGM.

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An independent board committee comprising the independent non-executive Directors will be formed
to advise the Independent Shareholders on the refreshment of the Existing General Mandate and an
independent financial adviser will be appointed to advise the independent board committee of the
Company and the Independent Shareholders on the terms of the refreshment of the Existing General
Mandate.

GENERAL

A circular containing, among other things, details of the Capital Reorganisation and the refreshment of
the Existing General Mandate, a letter from an independent financial adviser to be appointed to advise
the independent board committee and the Independent Shareholders on the refreshment of the Existing
General Mandate together with the notice of the EGM will be despatched to the Shareholders as soon
as practicable. A special resolution to approve the Capital Reorganisation and an ordinary resolution to
approve the refreshment of the Existing General Mandate will be proposed at the EGM.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following
meanings:

“AGM” the annual general meeting of the Company held on 26 May 2009

“Board” the board of Directors

“Cancellation of unissued the cancellation of 486,640,000 unissued Shares in the authorised but
Shares” unissued share capital of the Company

“Capital Reduction” the proposed reduction of the nominal value of each issued Share from
HK$0.10 to HK$0.01 by cancelling the issued and paid-up capital of the
Company to the extent of HK$0.09 per issued Share

“Capital Reorganisation” the proposed reorganisation of the capital of the Company by way of (i)
the Capital Reduction, (ii) the Cancellation of unissued Shares and (iii)
the Increase in Authorised Share Capital

“Company” Ruyan Group (Holdings) Limited, a company incorporated in the
Cayman Islands with limited liability, the issued shares of which are
listed on the Main Board of the Stock Exchange

“Companies Law” Cayman Islands Companies Law (2009 Revision)

“Convertible Bonds” the convertible bonds in principal amount of HK$151,000,000,
convertible into the Shares, issued by the Company (as amended by a
supplemental trust deed dated 28 August 2009)

“Court” the Grand Court of the Cayman Islands

“Director(s)” the director(s) of the Company

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“EGM” the extraordinary general meeting of the Company to be convened to
consider and, if thought fit, approve the Capital Reorganisation and the
refreshment of the Existing General Mandate

“Existing General the general mandate approved by the Shareholders in the AGM
Mandate” authorising the Directors to exercise the powers to allot, issue and deal
with Shares not exceeding 20% of the aggregate nominal amount of the
issued share capital of the Company, being 302,672,000 Shares as at the
date of the AGM

“Decrease in Authorised following the Capital Reduction and the Cancellation of unissued
Share Capital” Shares, the proposed decrease in the authorised share capital of the
Company to HK$100,000,000 divided into 10,000,000,000 New Shares
by the creation of 8,486,640,000 New Shares

“Independent the Shareholders other than any controlling shareholders and their
Shareholders” associates or, where there are no controlling shareholders, the Directors
(except independent non-executive Directors) and the chief executive of
the Company and their respective associates

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

“New General Mandate” the new general mandate proposed to be sought at the EGM to authorize
the Directors to allot, issue and deal with Shares not exceeding 20% of
the issued share capital of the Company as at the date of the EGM

“New Share(s)” ordinary share(s) of HK$0.01 each in the issued and unissued capital of
the Company upon the Capital Reorganisation becoming effective

“Shareholder(s)” holder(s) of Shares or New Shares, as the case may be

“Share(s)” ordinary share(s) of HK$0.10 each in the issued and unissued capital of
the Company prior to the Capital Reorganisation

“Share Option(s)” the outstanding share options granted under the Share Option Scheme

“Share Option Scheme” the share option scheme of the Company adopted on 30 May 2003

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” Hong Kong dollars, the lawful currency of Hong Kong Special
Administrative Region of the People’s Republic of China

On behalf of the Board
Ruyan Group (Holdings) Limited
Wong Yin Sen
Chairman

Hong Kong, 30 November 2009

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As at the date of this announcement, the executive Directors are Mr. Wong Yin Sen, Mr. Hon Lik and
Mr. Wong Hei Lin, and the Independent non-executive Directors are Mr. Pang Hong, Mr. Cheung Kwan
Hung, Anthony and Mr. Ding Xun.