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. VOLUNTARY ANNOUNCEMENT IN RESPECT OF ENTERING INTO STRATEGIC COOPERATION AGREEMENT INTRODUCTION This announcement is made by the Company on voluntary basis. The Board is pleased to announce that Smartac Solutions, being the Company’s indirect nonwholly owned subsidiary, has entered into a non-legally binding Strategic Cooperation Agreement with Chak Wei, being an indirect associated company of China Telecom, on 27 October 2014 (after trading hours) for the proposed cooperation between Chak Wei and the Group to integrate the Group’s self-developed O2O solution and Wi-Fi networks system with China Telecom’s electronic business information enquiry platform namely “Business-Name-Card” being operated by Chak Wei in the PRC so as to provide quality service to relevant customers. . MAJOR TERMS OF THE STRATEGIC COOPERATION AGREEMENT Date 27 October 2014 Parties (i) (ii) Smartac Solutions Chak Wei To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Chak Wei is Independent Third Party and not connected with the Company and its connected persons (as defined under the Listing Rules). -1- The proposed cooperation under the Strategic Cooperation Agreement The Strategic Cooperation Agreement is intended to establish a non-exclusive cooperation between the Parties to explore and develop business in the PRC for B2C electronic business information platform by integrating the Group’s self-developed O2O solutions and Wi-Fi networks system with China Telecom’s electronic business information enquiry platform namely “Business-Name-Card” being operated by Chak Wei on one hand and on the other hand to apply suitable mobile positioning system to the integrated platform of the Parties to enhance the location-based service of the “Business-Name-Card” system which in turn will not only widen its value-added services to the consumers but also create a big data platform for retail industry in the PRC. Upon the Strategic Cooperation Agreement coming into effect, the Parties will set up a joint working group to integrate their resources so as to identify and resolve the problems in the process of cooperation and to execute separate definitive agreement to set out the particulars of cooperation and each Party’s rights and obligations thereunder. The Strategic Cooperation Agreement is effective for a term of three (3) years commencing from its effective date, and may be terminated by the Parties’ mutual written confirmation or if there is a not less than thirty (30) days’ prior written notice from either Party. REASONS FOR THE COOPERATION The Directors consider that entering into Strategic Cooperation Agreement is in line with the Company’s development in mobile internet service as well as the trend in the information technology industry of establishing big data market in the PRC. The Group expects to benefit from the combined strengths and synergy to be generated from integration of its O2O solution and the business information enquiry platform “Business-Name-Card” being operated by Chak Wei. The Directors are of the view that the terms of the Strategic Cooperation Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole. GENERAL Shareholders and potential investors of the Company should note that the proposed cooperation contemplated under the Strategic Cooperation Agreement may or may not materialize, as no definitive agreement has been executed between the Parties and discussions are still in progress. Accordingly, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. -2- DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning: “Board” the Board of Directors of the Company “B2C” business to consumer “Chak Wei” Shanghai Chak Wei Information Technology Company Limited* (上海澤維信息技術有限公司), a company incorporated in the PRC and an indirect associated company of China Telecom, which is an Independent Third Party “China Telecom” China Telecom Corporation Limited, a company incorporated in the PRC, which is an Independent Third Party “Company” Smartac Group China Holdings Limited (formerly known as Sino Dragon New Energy Holdings Limited), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (Stock code: 0395) “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party” a third party independent of and not connected with the Company and its subsidiaries and its connected persons (as defined under the Listing Rules) “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “O2O” online to offline “Parties” parties to the Strategic Cooperation Agreement, namely Smartac Solutions and Chak Wei “PRC” The People’s Republic of China “Shares” Ordinary shares of HK$0.05 each in the share capital of the Company “Shareholders” holders of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited -3- “Strategic Cooperation Agreement” the strategic cooperation agreement dated 27 October 2014 entered into between Smartac Solutions and Chak Wei in relation to, inter alia, the cooperation to explore and develop business in electronic business information enquiry platform and big data market “Smartac Solutions” Smartac Solutions (Suzhou) Limited* (蘇州盈聯智能科技股份有限公司), a company incorporated in the PRC, which is an indirect nonwholly owned subsidiary of the Company By Order of the Board SMARTAC GROUP CHINA HOLDINGS LIMITED Yang Xin Min Chairman Hong Kong, 27 October 2014 As at the date of this announcement, the Directors are Mr. Yang Xin Min, Ms. Huang Yue Qin and Mr. Kwan Che Hang Jason as executive Directors, Mr. Wang Jia Wei as non-executive Director and Dr. Cheng Faat Ting Gary, Mr. Poon Lai Yin Michael and Mr. Yang Wei Qing as independent nonexecutive Directors. If there is any inconsistency between the Chinese names of the PRC entities, departments, facilities or titles mentioned in this announcement and their English translation, the Chinese version shall prevail. * for identification purposes only -4-