DISCLOSEABLE TRANSACTIONS DISPOSAL OF SHARES IN ECS HOLDINGS LIMITED AND PUT OPTION

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1 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. (Stock Code: 856) DISCLOSEABLE TRANSACTIONS DISPOSAL OF SHARES IN ECS HOLDINGS LIMITED AND PUT OPTION The Board is pleased to announce that on 12 August 2008, the Company entered into the Sophisticated Investor Agreements whereby the Purchasers had agreed to purchase from the Company 32,000,000 ECS Shares, representing approximately 8.76% of the entire issued capital of ECS at the Purchase Price of S$0.45 (approximately HK$2.52). As a term of the Sophisticated Investor Agreements, the Company granted the Put Option to the Purchasers to require the Company to purchase the Sale Shares from them at the exercise price of S$0.477 (approximately HK$2.67) per share which shall be adjusted for certain deductions one calendar year after the commencement of trading of ECS Shares on the SGX-ST. Completion of the sale and purchase of the Sale Shares is subject to fulfillment of certain Conditions Precedent. The net proceeds of the sale of the Sale Shares, after deduction of all commission and expenses, is approximately S$13,900,000 (approximately HK$78 million) and will be applied to make partial repayment of certain loan facilities granted by ABN AMRO to the Company for financing the acquisition of ECS Shares. The transactions contemplated under the Sophisticated Investor Agreements constituted discloseable transactions of the Company under the Listing Rules. A circular containing details of such transactions will be sent to the shareholders of the Company for information only as soon as possible. INTRODUCTION The Company is an investment holding company and the principal activities of its subsidiaries are distributions of information technology products for the commercial and consumer markets in Asia. ECS Holdings Limited, a subsidiary of the Company, is a company incorporated in Singapore and whose shares are listed on the Official List of the SGX-ST. 1

2 As more particularly described in the circular dated 1 October 2007 relating to the acquisition of ECS which constituted a very substantial acquisition for VST despatched to shareholders of the Company, the Company has acquired a total of 360,580,093 ECS Shares, representing approximately 98.7% of the entire issued ECS Shares pursuant to the sale and purchase agreement dated 7 August 2007 entered into between the Company and certain shareholders of ECS relating to the purchase of approximately 52.5% of the ECS Shares, the mandatory unconditional cash offer to purchase the remaining ECS Shares pursuant to the Singapore Code on Take-Overs and Mergers and Section 215(3) of the Companies Act of Singapore. As ECS no longer has the requisite 10% public free float as required under Rule 723 of the Listing Manual of the SGX-ST, trading in the ECS Shares has been suspended. It is the intention of the Company to maintain the listing status of ECS. With a view to restoring the Public Free Float of ECS in order to resume trading of ECS Shares on SGX-ST, the Company has to place down sufficient number of ECS Shares to investors who are public shareholders within the definition of the Listing Manual of SGX-ST. THE SOPHISTICATED INVESTOR AGREEMENTS Date : 12 August 2008 Parties : Vendor VST Holdings Limited Purchasers seven Sophisticated Investors To the best of the Directors knowledge, information and belief, having made all reasonable enquires, the Purchasers and their ultimate beneficial owners are Independent Third Parties and have not entered into any prior transactions with the Company which would require aggregation with the transactions contemplated under the Sophisticated Investor Agreements under Rule of the Listing Rules. Sale and Purchase of Sale Shares The Company agrees to sell, and each Purchaser agrees to purchase certain ECS Shares (32,000,000 ECS Shares in total) free from all encumbrances, together with all rights attaching to them as at Completion. The Purchase Price for each Sale Share payable by the Purchasers is S$0.45 (approximately HK$2.52) and the aggregate consideration is approximately S$14,400,000 (approximately HK$80 million) payable on Completion. The Purchase Price payable by Sophisticated Investors represents a discount of approximately 29.69% of the closing price of S$0.64 per ECS Share (approximately HK$3.58) as quoted on the SGX-ST on 14 December 2007, being the last day on which ECS Shares were traded on SGX-ST prior to this announcement. The Purchase Price was arrived at on an arm s length basis after considering the current volatile market conditions, the fact that ECS Shares are suspended from trading and the market price of comparable companies. The book value of the Sale Shares as of 31 July 2008 is approximately S$21,376,000 (approximately HK$120 million). 2

3 The loss expected to accrue to the Company is approximately HK$42 million on the basis of the difference between the net proceeds from the disposal of the Sale Shares and the carrying value of the Sale Shares of approximately HK$120 million (based on the cost of acquisition at S$0.668 per ECS Share (approximately HK$3.74)). Conditions Precedent Completion is conditional upon: (i) (ii) the approval in principle of the SGX-ST for the lifting of the suspension in trading of the ECS Shares being granted by SGX-ST; the ECS Shares remaining listed on the Main Board of the SGX-ST on the Completion Date; (iii) the consent of ABN AMRO for the sale of the Sale Shares pursuant to the Sophisticated Investor Agreements and completion of release of the ABN Charge in respect of the Sale Shares prior to or upon Completion; (iv) the approval of The Stock Exchange of Hong Kong Limited for the release by the Company of an announcement relating to the sale of the Sale Shares; and (v) the representations and warranties of the Company herein being true, accurate and correct in all material respects as if made on the Completion Date. All Conditions Precedent shall be fulfilled or waived by 11 September 2008 or such other day as the parties may agree, failing which the Sophisticated Investor Agreements shall automatically terminate. Completion Completion of the sale and transfer of the Sale Shares to the Purchasers shall take place on the date falling the Business Day immediately after all the Conditions Precedent have been satisfied or waived or such other date as the parties may agree in writing. PUT OPTION As a term of the Sophisticated Investor Agreements, the Company has also granted to each Purchaser the Put Option. Under the Put Option, each Purchaser may require the Company to purchase from the relevant Purchaser all or any of the Sale Shares purchased by it at the exercise price. The Put Option s exercise price is S$0.477 (approximately HK$2.67) per share which shall be adjusted for any dividends, bonus issues or other distributions received by the relevant Purchaser in respect of each ECS Share between the Completion Date and the date of completion of the sale and purchase of such Sale Shares pursuant to the Put Option and/or after appropriate adjustment for any rights issue that may be completed by ECS prior to the exercise of the Put Option. Assuming exercise of the Put Option in full without any deductions or adjustments, the aggregate consideration payable by the Company to the Purchasers will be approximately S$15,264,000 (approximately HK$85.5 million) which is expected to be financed out of its internal resources. The Put Option s exercise price is determined based on a 6% premium on the Purchase Price which is reasonable for attracting investors to purchase the Sale Shares under the current volatile market conditions as well as during suspension of trading of ECS Shares. 3

4 The Put Option may be exercised once by a Purchaser at its discretion in respect of any number of the Sale Shares purchased by it on and only on the date which is one (1) day falling one calendar year after the date on which ECS Shares are relisted and traded on SGX-ST or if such date is not a Business Day, the next Business Day immediately thereafter. The Put Option is therefore classified as a discloseable transaction as if the same has been exercised under Rule of the Listing Rules. REASONS FOR THE TRANSACTIONS The Sophisticated Investor Agreements were entered into by the Company in order to restore the Public Free Float of ECS in compliance with the Listing Manual of SGX-ST and facilitate the resumption of trading of the ECS Shares on SGX-ST as soon as possible. The Board (including the independent non-executive directors) considers that the terms and conditions of the Sophisticated Investor Agreements are on normal commercial terms and are fair and reasonable given the current volatile market conditions and the fact that ECS Shares are suspended from trading. The Board (including the independent non-executive directors) also considers that it is in the interest of the Company and its Shareholders as a whole to enter into the Sophisticated Investor Agreements as it will facilitate the relisting of ECS Shares. By maintaining its listing status on SGX-ST, ECS will have its own fund raising platform to finance its operations and business development. GENERAL All ECS Shares held by the Company have been charged by the Company in favour of ABN AMRO as securities for certain interest-bearing loan facilities extended by ABN AMRO to the Company as a bridging loan to finance the acquisition of ECS Shares. The loan is repayable on or before 15 December The net proceeds of the sale of the Sale Shares, after deduction of all commission and expenses, amounting to approximately S$13,900,000 (approximately HK$78 million), will be used to make partial repayment of the outstanding balance of approximately HK$720 million of such loan facilities granted by ABN AMRO in order to release the ABN Charge on the Sale Shares and facilitate Completion. Immediately after completion of the sale and transfer of the Sale Shares pursuant to the Sophisticated Investor Agreement assuming that there is no other transfer of ECS Shares by the Company, the Company s shareholding in ECS will be reduced to approximately 89.9% and ECS will continue to be a subsidiary of the Company and the results of ECS will continue to be consolidated in the financial statements of the Company. Based on Singapore Financial Reporting Standards, the audited net profits of ECS (before and after tax and extraordinary items) attributable to the Sale Shares, which represents approximately 8.76% of the entire issued capital of ECS, for the two financial years ended 31 December 2007 were: Financial year ended 31 December 2006 ( 000) 2007 ( 000) Net profits before tax and extraordinary items attributable to the Sale Shares Net profits after tax and extraordinary items attributable to the Sale Shares S$2,366/ (HK$13,250) S$1,884/ (HK$10,548) S$3,032/ (HK$16,977) S$2,292/ (HK$12,835) 4

5 Each of the sale of the Sale Shares and the Put Option contemplated under the Sophisicated Investor Agreements constituted discloseable transactions of the Company under the Listing Rules. A circular containing details of such transactions will be sent to the shareholders of the Company for information only as soon as possible. TERMS USED IN THIS ANNOUNCEMENT ABN AMRO ABN Charge Board Business Day Company Completion Date Conditions Precedent Directors ECS ECS Share(s) HK$ Hong Kong Independent Third Party Listing Rules PRC ABN AMRO Bank N. V., Hong Kong Branch the charge over the ECS Shares owned by the Company, including the Sale Shares, given by the Company in favour of ABN AMRO as securities for certain loan facilities extended by ABN AMRO to the Company the board of directors of the Company a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in Singapore for the transaction of normal banking business VST Holdings Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on The Stock Exchange of Hong Kong Limited the date falling the Business Day immediately after all the Conditions Precedent have been satisfied or waived or such other date as the parties may agree in writing the conditions precedent to the completion of the Sophisticated Investor Agreements as more particularly described above directors of the Company for the time being ECS Holdings Limited, a company incorporated in Singapore and whose shares are listed on the SGX-ST Main board ordinary share(s) in the capital of ECS Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China a third party independent of the Company and its connected persons (as defined in the Listing Rules) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited People s Republic of China 5

6 Public Free Float Purchase Price Purchaser Put Option S$ Sale Shares SGX-ST Singapore Sophisticated Investor Sophisticated Investor Agreements 10% public free float as required under Rule 723 of the Listing Manual of the SGX-ST the purchase price per share of S$0.45 for the Sale Shares a Sophisticated Investor which has agreed to purchase the Sale Shares pursuant to the Sophisticated Investor Agreement a right exercisable by each Purchaser to require the Company to purchase from the relevant Purchaser all or any of the Sale Shares purchased by it at the exercise price pursuant to the Sophisticated Investor Agreements Singapore dollars, the lawful currency of Republic of Singapore an aggregate of 32,000,000 ECS Shares to be sold and transferred by the Company to the Purchasers pursuant to the Sophisticated Investor Agreements Singapore Exchange Securities Trading Limited The Republic of Singapore an accredited investor or an institutional investor the Sophisticated Investor Sale Agreement dated 12 August 2008 entered into between certain Sophisticated Investors and the Company for the sale of 32,000,000 ECS Shares by the Company By order of the Board VST HOLDINGS LIMITED Li Jialin Chairman Hong Kong, 12 August 2008 As at the date hereof, the Board comprises Mr. Li Jialin, Mr. Tay Eng Hoe and Mr. William Choo as executive directors; and Mr. Ni Zhenwei, Dr. Chan Po Fun Peter, Madam Hui Hiu Fai and Mr. Li Wei as independent non-executive directors. This announcement is made by the order of the Board, of which the Directors individually and jointly accept responsibility for the accuracy of the information contained in this announcement. * for identification purpose only The exchange rate used in this announcement for reference only is S$1.0 to HK$5.6 6