1-10-2009

Announces the Acquisition on Apollo Precision Limited

Ventures Into the Renewable Energy Business

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Proposed Change of Company Name to

Apollo Solar Energy Technology Holdings Limited

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Capitalizes on Leading Position in Supply Equipment and Turnkey Solutions

for the Manufacturing of Amorphous Silicon Thin Film Solar Modules

(Hong Kong, 1 October 2009) – RBI Holdings Limited (“RBI” or “the Group”) (SEHK: 566) announces entering into,
(1)    an acquisition agreement to purchase Apollo Precision Limited (“Apollo Precision”) shares, representing the entire issued share capital of Apollo Precision for approximately HK$4.18 billion; and
(2)    a disposal agreement pursuant to which the Group has conditionally agreed to sell 49% of toy business for HK$71 million.
 
Subject to the completion of the acquisition, the English name of the Group will be changed to “Apollo Solar Energy Technology Holdings Limited” and the Chinese name to “鉑陽太陽能技術控股有限公司”. An application has been made to the Stock Exchange for resumption of trading in the shares with effect from 9:30 am on 2 October 2009.

Mr. Haeco Chau, Chairman and CEO of the Group said, “The proposed acquisition together with the disposal agreements are in line with the Group’s strategy of exploring and investing in potential businesses and new investment opportunities. The Group is well positioned to tap into the renewable energy and related businesses. Apollo Precision strives to become the leading world-class company in providing equipment and turnkey solutions for the manufacturing of amorphous silicon thin film solar modules. These agreements allow the Group to enhance its earning capacity and diversify market risk.”

Mr. Chau continued, “According to the industry report, ‘Solar Energy: Growth Opportunities for the Semiconductor Industry’, China (including Taiwan) is currently the world’s largest manufacturer of photovoltaic devices, accounting for 39% of total global production in 2008. With the backing of the Chinese government, solar energy will become the highest growth potential among all renewable energies. The Chinese government is committed to a goal of providing 10% of its energy from renewable sources by 2010 and 15% by 2020, stated by the National Development and Reform Commission in 2009. It is expected that the acquisition will provide an opportunity for the Group to diversify into the solar and related business. The move will generate profitable returns to shareholders, taking into account sustainable economic growth of the PRC and the national consumption of the solar energy and related products.”

Basis of Acquisition Agreement and Profit Guarantee
The purchase consideration was reached after lengthy negotiations between the vendors and the Group, after taking into account
(1)    the actual PAT of the Apollo Precision and subsidiaries as guaranteed by the vendors of not less than US$55 million for the eleven months ending 30 June 2010; and
(2)    a price earnings multiple of approximately 9.77 times based on the said guaranteed actual PAT of US$55 million for the eleven months as referred to in (1) and an agreed exchange rate of US$1 to HK$7.78, with reference to price earnings multiples of companies engaged in similar business.

Furthermore, as of the date of this announcement, the contracts for the purchase of equipment have been entered into between Apollo Precision (Fujian) Limited, a subsidiary of Apollo Precision, and its customers for approximately RMB1.019 billion. It is anticipated that the acquisition of Apollo Precision will become the key growth driver of the Group in the new future.

Purchase Consideration
The purchase consideration for the Apollo Precision and subsidiaries shares is approximately HK$4.18 billion, which will be satisfied by the Group in the following three ways:
(1)    approximately HK$367.37 million will be satisfied by the allotment and issue of 279,153,413 consideration shares to certain other selling shareholders at an issue price of HK$1.316 per share. The issue price of HK$1.316 represents (i) a premium of approximately 1.23% over the closing price of HK$1.3 per share on 3 September 2009; and (ii) a premium of approximately 2.57% over the average closing price of HK$1.283 per share for the last 10 trading days up to and including 3 September 2009;
(2)    approximately HK$1.04 billion will be satisfied by the creation and issue to the vendors and certain other selling shareholders of the First Tranche convertible bonds upon completion of the acquisition. The principal amount for the First Tranche convertible bonds is approximately HK$1.04 billion and the bonds are due in the forth anniversary after the issue date (“Maturity Date”);
(3)    approximately HK$2.77 billion will be satisfied by the creation and issue to the vendors and certain other selling shareholders of the Second Tranche convertible bonds upon completion of the acquisition. The principal amount for the Second Tranche convertible bonds is approximately HK$2.77 billion are due in the forth anniversary after the issue date.

Principal Terms of the Acquisition Agreement and Convertible Bonds
I. Lock-up Undertakings
Under the acquisition agreement, each allottee of the consideration shares who include the investment funds, IDG and IDG investors shall deliver a letter of undertaking to the Group are set out below,
(1) First Lock-up Period: to commence on the date of the completion of the acquisition to the delivery of the 2009 five months audited accounts ended 31 December 2009, and the profit attributable to shareholders of Apollo Precision as shown in the audited consolidated profit and loss account comprised in the 2009 five months audited accounts being not less than US$15 million; and
(2) Second Lock-up Period: to commence on the date of the completion of the acquisition and ending on the date three months immediately after the 2009 five months audited accounts ended 31 December 2009 is delivered provided that the profit attributable to shareholders of Apollo Precision as shown in the audited consolidated profit and loss account comprised in the 2009 five months audited accounts ended 31 December 2009 is not less than US$15 million

II. Conversion Period of Convertible Bonds
(1) First Tranche convertible bonds: to be converted commencing from the first day after the expiry of the First Lock-up Period and,
(2) Second Tranche convertible bonds: to be converted commencing from the date on which the 6 months audited accounts ended 30 June 2010 are delivered.

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About Apollo Group
Apollo Precision Limited and its subsidiaries (the “Apollo Group”) participate in supplying the equipment and providing integrated turnkey solution for the manufacturing of silicon-based thin film solar photovoltaic (PV) modules in the PRC. The Apollo Group manufactures specialized equipment for production of thin film PV modules, and sells the equipment to customers who produce thin film PV modules. The Apollo Group provides design, engineering and system integration service as well as optimally configured, high-performance equipment at reasonable prices. The Apollo Group provides original equipment manufacturing and co-licensing options as well as consultation services to its customers for obtaining International Electrical Commission (IEC) 61646 certificates, which significantly reduces the time to market for its customers’ products. The Apollo Group offers one of the shortest delivery times in constructing a 25-megawatt turnkey manufacturing line. Its equipment research and development team is also based in Beijing whereas its process research and development team is based in Quanzhou, PRC.

About RBI Holdings Limited (SEHK: 566)
The Group has entered into the disposal of 49% of the toy business on 30 September 2009. Upon the disposal completion, the Group will continue to engage in (1) the toy business (through its 51% shareholding); (2) the property investment business; (3) the development of energy-saving related business and (4) the manufacture of specialized equipment for production of thin film solar modules (through the acquisition).

For enquires, please contact PR ASIA Consultants Limited:
Ms. Alice Li / Ms. Olivia Mui
Tel: (852) 3183 0232 / 3183 0235
Fax: (852) 2583 9138 
Email: alice.li@prasia.net / olivia.mui@prasia.net
Appendix- An Overview on the Renewable Energy Sector

Renewable energy is generated continuously in nature, which is safe and will never extinct. This includes energy generated from sunshine, wind, ocean, wave, river and waste. And solar energy is the most abundant kind on earth among all renewable energies. Photovoltaic (PV) module is a generator which can generate DC current when exposed under sunlight. Traditionally, PV module has been mainly made of using crystalline Silicon and the major drawbacks are firstly, high energy consumption on crystalline Silicon production and thus not environmental friendly, and secondly, the production cost is higher which limits the large scale usage of PV module in commercial setting. Thin Film technology is a relatively new solar energy technology which manufactures PV modules using minute amount of Silicon and other materials. The major advantages include much less consumption of energy on PV production, and also that the production cost is relatively lower. Silicon based Thin Film PV production is one of the mainstream Thin Film Solar energy technology which is capable of mass commercial production. Silicon based Thin Film technology further enhances the competitiveness of being relatively more cost effective, low energy consumption, non-toxic and pollution-free.

Global demand for solar energy is rising rapidly in recent years, China is the world’s largest manufacturer of PV device, accounting for 39% of total global production. Beijing government has boosted its previous solar capacity goal of 1.8 GW by 2020 to 2 GW by 2011, and to 10-20 GW by 2020. Mr. Shili, Head of National Development and Reform Commission of China stated in June 2009, that the Chinese government plans to adopt RMB1.09/Wh as the favorable feed-in tariff for solar energy, so as for the solar energy to compete with coal generated electricity. This illustrates the strong government supports for solar energy. According to authoritative international research reports and the analysis of large-scale securities firm, the newly-added global solar energy capacity in 2006-2011 as below,

Country	2006 (MW)	2007 (MW)	2008 (MW)	2009F (MW)	2010F (MW)	2011F (MW)
Germany	968	1,328	1,860	2,250	2,400	2,750
Rest of Europe	250	909	3,010	1,601	2,290	3,175
US	185	220	360	770	1,300	2,300
Japan	300	230	230	450	750	950
China	12	20	45	80	530	1,020
Rest of World	151	206	490	550	830	1,050
Total	1,866	2,913	5,995	5,701	8,100	11,245

Source: Solarbuzz, EPIA, CCBIS estimates
                 
On the other hand, due to the lower cost and relatively more cost effective, the demand for Thin Film Solar PV module increases exponentially. Also, due to environmental concerns, most governments’ policies, including those of Chinese Government, are to support the wider adoption of Thin Film solar technology due to its lower consumption of energy on production. According to a research of Prometheus Institute, the demand for Thin Film PV capacity, in particular the Silicon based Thin Film PV capacity, looks set to increase by a compounded annual growth rate of 85.4% from 2008 to 2012.