FFWD.L Regulatory News (FFWD)

12 November 2014

China Growth Opportunities Limited

(the "Company")

Result of Annual General Meeting

Approval of Recapitalisation and new Investing Policy

The Company is pleased to announce that, further to the announcement made on 20 October 2014, all resolutions at the Annual General Meeting ("AGM") put to Shareholders, held at 11 a.m. today, at the offices of Elysium Fund Management Limited, 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX, were duly passed.

The Company has therefore, inter alia:

- approved the adoption of a new Investing Policy under AIM Rule 15;

- approved the appointment of RFC Ambrian Limited as the Company's Nominated Adviser and Joint Broker;

- approved the appointment of Peterhouse Corporate Finance Limited ("Peterhouse") as Joint Broker;

- approved the subscription by various investors (the "Subscribers") of 201,204,820 Ordinary Shares (the "Subscription Shares") at a price of £0.003320 to raise £668,000 (the "Subscription");

- approved the share capital reorganisation as detailed below;

- approved the Rule 9 Waiver, further details as set out below; and

- approved the change of name to Kuala Limited.

The Company's Ordinary Shares are currently suspended from trading on AIM. Following the passing of the resolutions at the AGM the Company is pleased to confirm the appointment of RFC Ambrian Limited as the Company's Nominated Adviser and Joint Broker and accordingly trading in the Company's Ordinary Shares on AIM is expected to be restored with effect from 7.30a.m. on 13 November 2014.

Application has been made for the 201,204,820 Ordinary Shares issued to the Subscribers (who constitute a concert party under the UK City Code on Takeovers and Mergers) pursuant to the Subscription, to be admitted to trading on AIM.

The Subscription Shares will rank pari passu with the Ordinary Shares already in issue. Immediately following the issue of the Subscription Shares, the Company's total issued share capital will be 271,205,529 Ordinary Shares of 0.1p each.

At the AGM Shareholders of the Company also approved a share capital reorganisation. Accordingly, immediately prior to the Subscription, Ordinary Shares of the Company were sub-divided into one New Ordinary Share of 0.1 pence, and one Deferred Share of 0.9 pence. Following the Subscription, the Ordinary Shares in the Company (including the Subscription Shares) have been consolidated so that every 10 Ordinary Shares of 0.1p each in the capital of the Company, have been consolidated into one Ordinary Share of 1p each.

Thus, on Admission, there will be 27,120,552 Ordinary Shares of 1p each in issue. Admission of the 27,120,552 Ordinary Shares is expected to commence at 8.00 a.m. on 13 November 2014. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Further details regarding the share capital reorganisation approved by Shareholders at the AGM are set out in the notice of annual general meeting published by the Company on 20 October 2014, and which is available on the Company's website www.chinagrowthopportunities.com (the "2014 AGM Notice").

The change in the Company's name will be affected and announced shortly.

In addition to the issue of the Subscription Shares, the Company has entered into a Warrant Instrument pursuant to which the Company has issued 158,400,000 warrants to the Subscribers (the "Subscription Anti-Dilution Warrants"), pro rata to their participation in the Subscription, which can only be exercised to the extent outstanding warrants as at the date of the Subscription ("Existing Warrants") are exercised (so if 10 per cent. of Existing Warrants are exercised, a Subscriber shall be entitled to exercise 10 per cent. of their respective Subscription Anti-Dilution Warrants). Entry into the warrant instrument is conditional on admission of the Subscription Shares to trading on AIM. The exercise price is 5p per Ordinary Share and the warrants expire on 28 May 2015. Further details regarding the Existing Warrants and the Subscription Anti-Dilution Warrants are set out in the 2014 AGM Notice.

Additionally, the Company has agreed to issue to Peterhouse warrants to subscribe for 813,616 new Ordinary Shares, equating to 3 per cent., of the enlarged share capital of the Company, exercisable for up to 2 years at 3.32 pence per Ordinary Share.

Stephen Dattels has now joined the Board as Executive Chairman and Ian Burns as Non-Executive Director. Kevin McCabe and Nicholas Brooke have resigned from office, and each received £8,400 as full and final settlement for their services to the Company and will waive all claims against the Company.

Regent Mercantile, which is owned by a trust under which Stephen Dattels is a discretionary beneficiary, has today acquired 500,000 Ordinary Shares from each of Kevin McCabe and Nicholas Brooke at 3.32 pence per Ordinary Share. Regent Mercantile is now interested in 4,551,229 Ordinary Shares, representing 16.78 per cent. of the issued share capital of the Company.

At the AGM the waiver resolution under Rule 9 of the City Code was approved. Following the AGM, the Subscribers, constituting the concert party members, are interested in 20,120,482 Ordinary Shares, representing 74.19 per cent. of the issued share capital of the Company. The Subscribers have also been issued with 158,400,000 Subscription Anti-Dilution Warrants and as explained above, these can only be exercised in the same proportions to the extent that Existing Warrants are exercised. Immediately after the AGM, the maximum controlling position of the Subscribers, including the acquisition by Regent Mercantile, as mentioned above, and after exercising the Subscription Anti-Dilution Warrants in full, is 77.88 per cent. of the issued share capital.

Shareholders should note that the Company is now a company subject to Rule 15 of the AIM Rules for Companies and as such has until 13 November 2015 to have made an acquisition or acquisitions which constitute a reverse takeover under Rule 14 or otherwise implemented its investing policy. If it has not done so by this date trading in the Company's Ordinary Shares on AIM will be suspended pending implementation. If the Ordinary Shares remained suspended for a further 6 months from that date then trading would be cancelled.

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