Cogo Chairman and CEO Jeffrey Kang Proposes Acquiring 30.4% of Cogo Net Assets

Cogo Chairman and CEO Jeffrey Kang Proposes Acquiring 30.4% of Cogo Net Assets

- Upon completion of the transaction, Net Asset Value of Cogo shares is
expected to be more than $6 a share, compared to the current share price of
[1]$2.05 a share.

- Such assets represent approximately 30.5% of Cogo's net assets, generated
approximately 98.7% of its revenues and 66.5% of its gross profits as of the
first quarter of 2013.

PR Newswire

SHENZHEN, China, July 15, 2013

SHENZHEN, China, July 15, 2013 /PRNewswire/ --Cogo Group, Inc. ("Cogo," or
the "Company") (NASDAQ: COGO), a leading gateway for global semiconductor
companies to access the industrial and technology markets in China, today
announced that its founder, CEO and Chairman, Jeffrey Kang, submitted a
proposal to the Cogo Board of Directors for the purchase of approximately
30.5% of Cogo's net assets, which as of the first quarter of 2013, generated
approximately 98.7% of Cogo's revenues through a company he wholly owns,
Brilliant Group Global Limited ("Brilliant Group").

The proposed purchase price is US$80 million. Mr. Kang has proposed that the
transaction close before the end of 2013. Since this is a related-party
transaction, the Board of Directors has delegated the review and negotiation
of the potential transaction to the Company's Audit Committee, which is
comprised of three independent directors. The Audit Committee is expected to
oversee the entire process. In accordance with the Company's organizational
documents, the Company anticipates that it will hold a meeting of stockholders
to approve the transaction if the transaction is approved by Audit Committee.

As a condition of the proposed transaction, Brilliant Group would be required
to pay $750,000 to Cogo on a quarterly basis for Cogo's remaining subsidiaries
and the target companies to continue to provide cross guarantees to each other
until the end of 2014. Consideration is proposed to be payable in 2
installments, of which $10 million would be payable on Closing and $70 million
by the end of 2013.

Upon completion of the transaction, Net Asset Value of Cogo shares is expected
to be more than $6 a share. At the NASDAQ close on July 12, 2013, Cogo's share
price was $2.05 a share.

Based on Cogo's Q1 2013 unaudited results as filed on Form 6-K on May 31,
2013, the proposed target assets represent approximately 30.5% of the
Company's net assets, 98.7% of its revenues and 66.5% of its gross profit.

A portion of the proceeds of the sale will be reserved for Cogo's buyback
program. There are more than 3.6 million outstanding shares under Cogo's
current buyback program authorized for repurchase out of the original 10
million shares. Management plans to authorize another plan to repurchase up to
10 million shares upon completion of the current program. As of July 12, 2013,
there are approximately 29.4 million outstanding shares, of which insiders own
approximately 40.8%. The Company will continue to disclose all material
information relating to the proposed transaction in order to be able to
continue to execute buyback program in accordance with applicable securities
law requirements.

"This proposed deal is set to maximize shareholder value, and I am excited
about what it means for our shareholders," said Mr. Kang. "Upon the completion
of this deal, Cogo is estimated to have more than $140 million net cash based
on Q1's financials and other assets, and a small amount of higher margin
services and system solution revenue. The deal will help the Company evolve
into a light asset, service revenue oriented business. The Company has no
intention to dissolve or go private. The plan is to maintain the Company's
listing position with a business focus that aims to create greater value for
shareholders."

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO) is the leading gateway for global
semiconductor companies to access the rapidly growing Industrial and
Technology sectors in China. Through its unique business-to-business services
platform, Cogo designs customized embedded solutions using technology from
suppliers including Broadcom, Xilinx, Atmel and others for a customer base of
over 2,100 Chinese OEMs/ODMs. Cogo's customer list includes approximately 100
blue-chip companies, including ZTE, BYD and NARI, as well as nearly 2,000
Small and Medium Enterprises (SMEs). The Company serves a broad list of
rapidly growing end-markets in China, including 3G Smartphones, Tablets,
Automotives, High-Speed Railway, Smart Meter/Smart Grid, Healthcare and High
Definition Television "HDTV."

For further information:
Investor Relations

www.cogo.com.cn/investorinfo.html
communications@cogo.com.cn
H.K.:  +852 2730 1518
U.S.:  +1 (646) 291 8998
Fax:  +86 755 2674 3522

Safe Harbor Statement:
This press release includes certain statements that are not descriptions of
historical facts, but are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
and Exchange Act of 1934. These forward-looking statements may include
statements about our proposed discussions related to our business or growth
strategy such as growth in new business initiatives or potential disposals and
acquisitions, all of which are subject to change. Such information is based
upon expectations of our management that were reasonable when made, but may
prove to be incorrect. All such assumptions are inherently subject to
uncertainties and contingencies beyond our control and upon assumptions with
respect to future business decisions, which are subject to change. For further
descriptions of other risks and uncertainties, see our most recent Annual
Report filed with the Securities and Exchange Commission (SEC) on Form 20-F,
and our subsequent SEC filings. Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis retrieval
system (EDGAR) at www.sec.gov.

[1] Closing price as of July 12, 2013

SOURCE Cogo Group, Inc.

Website: http://www.comtech.com.cn
 
Press spacebar to pause and continue. Press esc to stop.