• Signs Sale and Purchase Agreement for sale of substantially all of its assets for $70 million

Shenzhen, China, April 22, 2015 /PRNewswire/ — Viewtran Group, Inc. (NASDAQ: VIEW) (“Viewtran” or “the Company”), a provider of medical and healthcare devices, energy saving equipment and complementary technology and engineering services in China, today announced that it has notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to delist its common stock from the NASDAQ Stock Market for the following reasons:

• In recent years, the Company has derived only minimal benefits from being listed on NASDAQ;
• The Company is planning to sell substantially all of its assets; and
• On January 7, 2015, the Company received a letter from the Listing Qualifications Department of NASDAQ stating that NASDAQ’s staff had determined that the Company is not in compliance with Listing Rule 5250(c)(2) (the “Rule”), which requires that the Company file its six-month financial information with the SEC on a Form 6-K by no later than six months after the end of the Company’s second fiscal quarter.

The Company intends to file a Form 25 with the SEC on May 4, 2015 relating to the delisting of its common stock, with the delisting of its common stock to be effective ten days thereafter. Accordingly, the Company expects that the last day of trading of its common stock on NASDAQ will be on or about May 14, 2014.

On the effective date of the delisting, the Company believes that it will begin to trade on the over the counter market.

The Company also announced today that the Company has signed a Sale and Purchase Agreement to sell substantially all of its assets to Blueberry Capital Limited, an independent third party, for a purchase price of $70 million.  The closing of the transaction will be subject to a vote of the Company’s shareholders.

About Viewtran Group, Inc.:
Viewtran Group, Inc. (VIEW) is a provider of medical and healthcare devices, energy saving equipment and complementary technology and engineering services in China.

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, 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.

SHENZHEN, China, January 12, 2015 — Viewtran Group, Inc. (NASDAQ: VIEW) (“Viewtran” or the “Company”), a provider of medical and healthcare devices, energy saving equipment and complementary technology and engineering services in China, today announced that on January 7, 2015, the Company received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) stating that Nasdaq’s staff (the “Staff”) had determined that Viewtran is not in compliance with Listing Rule 5250(c)(2) (the “Rule”), which requires that the Company file its six-month financial information with the SEC on a Form 6-K by no later than six months after the end of the Company’s second fiscal quarter.

The Company has until March 9, 2015 to submit a plan to regain compliance.  If the Staff accepts the Company’s plan to regain compliance, the Staff can grant an extension of up to 180 calendar days from December 31, 2014 for the Company to demonstrate compliance.  The Company is currently working on its six months financial statements for filing as soon as possible.

About Viewtran Group, Inc.:
Viewtran Group, Inc. (Nasdaq: VIEW) is a provider of medical and healthcare devices, energy saving equipment and complementary technology and engineering services in China.

For further information:
Investor Relations
http://www.viewtran.com/investor-relations

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, 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.

SHENZHEN, China, May 21, 2014 — Viewtran Group, Inc. (NASDAQ: VIEW) (“Viewtran” or the “Company”), a provider of supply chain financial services and enterprise solutions for the technology industry in China, today announced the appointment of Xianhang Wang as Chief Executive Officer and a member of the board of directors, and the appointment of Nathan Zhang as the Company’s Chairman, effective May 21, 2014.

Dr. Wang and Dr. Zhang replace Jeffrey Kang, who resigned from his position as Chief Executive Officer and Chairman of the Company.

“We sincerely thank Mr. Kang for his dedication to the company’s developments over the years,” said Andy Liu, CFO, Secretary and Treasurer.

“The board of directors welcomes Dr. Wang to the board. He is no stranger to Viewtran. Since joining the company in 2006, he has contributed greatly in new business development and broadened the company’s business scopes over the years. We are confident that Dr. Wang will continue to lead Viewtran to greater heights in the development of supply chain financial services and enterprise solutions services for our customers.”

Dr. Wang, a veteran of the technology industry, has 17 years of business and technology development experience. In his most recent role as Vice President of Marketing, Business Development & Research at Viewtran, Dr. Wang oversaw the company’s new business and corporate development, managed merger and acquisition projects, and built customer-centric models to expand market shares. Prior to this role, he was Director of Product, Technology and Business Development at Viewtran, where he drove business for the company in South China, and oversaw the design and rollout of new service platforms. His other experiences include software development at Forward Company in Toronto, Canada, and technology development at Huawei in Shenzhen, China. Dr. Wang holds a PhD from Chongqing University, China, and a Master of Science degree from Southwest Jiaotong University, China.

Dr. Zhang has been on the Company’s board of directors since December 2011 and remains chairman of the audit committee.

The Company will continue its ongoing stock repurchase program. From January 1, 2014 to date, the Company repurchased 892,201 shares at a weighted average price of $2.3089 per share. The Company currently has over 26 million shares outstanding, of which insiders own approximately 38.8%.

About Viewtran Group, Inc.:
Viewtran Group, Inc. (Nasdaq: VIEW) is a provider of supply chain financial services and enterprise solutions for the technology industry in China. With its comprehensive understanding of the industry and an extensive range of supply chain financial services, Viewtran is uniquely positioned to deliver effective technology and financing solutions to customers. The Company simplifies the acquisition of the latest technologies through flexible, tailored and one-stop services, helping organizations maintain their competitiveness, especially in uncertain economic times.

For further information:
Investor Relations
http://www.viewtran.com/investor-relations
IR@viewtran.com
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, as well as our potential acquisitions 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.

• Viewtran closed transaction with Brilliant Group Global Limited
• Board of Directors approves an additional plan to purchase up to 10 million shares of the Company’s common stock

SHENZHEN, China, November 26, 2013—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), a provider of supply chain financial services and enterprise solutions for the technology industry in China, today announced that the Company has changed its name to Viewtran Group, Inc. (“Viewtran”). The Company’s trading symbol will be changed to “VIEW” effective the opening of trading today.

There will be a six-month transition period while Viewtran continues to restructure its business into a services business. The board of directors is recruiting management candidates for the new services business. Jeffrey Kang will remain company CEO during the transition period and until a replacement is identified.

“The name Viewtran represents the new company that we have become and our vision to be recognized as a leading provider in the financial services and enterprise solutions for the Tech industry in China,” said Mr. Jeffrey Kang, CEO of Viewtran.

Viewtran also announced that it has closed on the sale of certain of its assets to Brilliant Group Global Limited (“Brilliant Group”), a company owned by Jeffrey Kang.  The Company has received the entire purchase price ($80 million) from Brilliant Group.  As of November 25, 2013, Viewtran has over $ 140 million in cash, including pledged bank deposits, or cash of approximately $4.81 per share. The Company has no debt outstanding.

Through November 25, 2013, the Company had repurchased 6,791,761 shares at a weighted average price of $2.1243 per share under its current buyback program. The Company currently has over 29 million shares outstanding, of which insiders own approximately 42%. The board of directors has approved an additional plan to repurchase up to 10 million additional shares.  Purchases under the new plan will be made on the same terms and conditions as the current plan, and will begin once shares are no longer available under the current plan.

About Viewtran Group, Inc.:

Viewtran Group, Inc. (Nasdaq: VIEW) is a provider of supply chain financial services and enterprise solutions for the technology industry in China. With its comprehensive understanding of the industry and an extensive range of supply chain financial services, Viewtran is uniquely positioned to deliver effective technology and financing solutions to customers. The Company simplifies the acquisition of the latest technologies through flexible, tailored and one-stop services, helping organizations maintain their competitiveness, especially in uncertain economic times.

For further information:
Investor Relations

www.viewtran.com
ir@viewtran.com
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, 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.

SHENZHEN, China, November 19, 2013—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), a provider of supply chain financial services and enterprise solutions for the technology industry in China, today announced that all four proposals presented to shareholders at the Company’s Annual General Meeting were approved by shareholders. The following is a list of the proposals that were approved:

1.    The election of the five directors named in the proxy statement to the board of directors;
2.    The sale and purchase agreement and the related transaction with Brilliant Group Global Limited  (“Brilliant Group”);
3.    The change in the Company’s name to “Viewtran Group, Inc.”; and
4.    The appointment of KPMG as the Company’s independent auditors for the fiscal year ending December 31, 2013.

Additional information about each of the proposals is available in the Company’s proxy statement filed as exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 21, 2013.

About Cogo Group, Inc.:
Cogo Group, Inc. (Nasdaq: COGO), is a provider of supply chain financial services and enterprise solutions for the technology industry in China. With its comprehensive understanding of the industry and an extensive range of supply chain financial services, Cogo is uniquely positioned to deliver effective technology and financing solutions to customers. The Company simplifies the acquisition of the latest technologies through flexible, tailored and one-stop services, helping organizations maintain their competitiveness, especially in uncertain economic times.

SHENZHEN, China, September 23, 2013— 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, announced today that the Company’s Audit Committee, assigned to oversee the negotiation of the transaction by the Board of Directors, has signed a Sale and Purchase Agreement to sell just over 30% of its assets to its founder, CEO and Chairman, Jeffrey Kang, for a purchase price of $80 million. The transaction is expected to close before the end of 2013.

At the NASDAQ close on September 20, 2013, Cogo’s share price was at $2.18. The Company expects to continue purchasing its ordinary shares pursuant to a10b5-1 plan during the upcoming blackout period.

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.”

SHENZHEN, China, September 9, 2013— 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, announced today that the transaction to sell just over than 30% of its assets (which generated 98.7% of its revenues of its revenues in Q1 2013) to its founder, CEO and Chairman, Jeffrey Kang, is progressing smoothly since it was announced on July 15.

The Company’s Audit Committee, assigned to oversee the negotiation by the Board of Directors, has signed a letter of intent relating to the sale with Mr. Kang’s wholly owned company. The letter of intent calls for a purchase price of $80 million. Mr. Kang has proposed that the transaction close before the end of 2013.

At the NASDAQ close on September 6, 2013, Cogo’s share price was $2.09 a share. Mr. Kang said, “we will continue to repurchase stocks and another 10b5-1 plan will be set up to allow us to buy during the blackout period from September 25, 2013.”

Mr. Kang reiterated an earlier statement that there is no intention for the Company to go private; it intends to retain its listed status.

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.”

•   Cogo’s unaudited revenue in the second quarter ended June 30, 2013, was $184.9 million, down 4.1% from a year earlier, while net income for the same period was $1.7 million, down 6.2% from $1.8 million reported in the same period in 2012
•   Non-GAAP net income was $4.4 million down 14.4% from $5.2 million reported for the same period in 2012
•   Diluted Earnings per share (“EPS”) came to $0.05 and, on a non-GAAP basis, $0.13 a share
•   Cogo’s Audit Committee continues to review its Chairman and CEO’s proposed purchase of certain net assets

SHENZHEN, August 15, 2013—Cogo Group, Inc. (NASDAQ: COGO) (“Cogo” or the “Company”), one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced unaudited financial results for its second quarter ended June 30, 2013.

Unaudited revenue in the second quarter was $184.9 million, down 4.1% year-over-year from $192.9 million in the second quarter of 2012.

Jeffrey Kang, CEO and Chairman of Cogo, commented, “The Audit Committee, comprising the three independent board members of Cogo, continues to make progress in the due diligence process on my proposal to purchase certain of Cogo’s net assets.”

Mr. Kang said: “If the transaction is approved, it is expected that Cogo would dispose most of its components business while all services and technical solutions businesses would become Cogo’s core business. The bulk of Cogo’s accounts receivable, inventories, accounts payable and bank loans would be sold to the buyer under the proposal. The disposal of the net assets in a cash transaction is expected to increase Cogo’s net cash position. The sale would allow the company to focus on developing a higher margin service and technical solution business, thus creating greater value for shareholders.”

Mr. Kang added, “Management believes that retaining the Company’s listing will provide greater return for its shareholders than privatization. While the proceeds could also fund the Company’s buyback program for investors who wish to sell their shares of the Company, it allows the Company to continue to leverage its listed status to develop higher margin business and venture to new business to generate greater value to shareholders.”

Financial Results
Cogo’s net income in the second quarter of 2013 was $1.7 million, down 6.2% from $1.8 million in the same period in 2012, with non-GAAP net income at $4.4 million down 14.4% from $5.2 million a year earlier. Diluted EPS was $0.05, unchanged from the second quarter of 2012, and non-GAAP diluted EPS was $0.13, down 7.1% from the second quarter of 2012.”

Key Financial Indicators
(all numbers in USD thousands, except share data)

(1)    The US dollar (“USD”) amounts are calculated based on the conversion rate of $1 to RMB6.1374 as of June 30, 2013 and $1 to RMB6.353 as of June 30, 2012.
(2)    Included in the Q2 2013 net income attributable to Cogo Group, Inc. was $1.9 million of share-based compensation expenses recognized in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and $0.9 million of amortization of intangible assets and related deferred taxation. Non-GAAP net income attributable to Cogo Group, Inc. was $4.4 million.

Revenue Review
Revenue for the second quarter was $184.9 million, a decrease of 4.1% from $192.9 million in the same period in 2012. The revenue breakdown includes: $69.1 million, or 37.4% of total sales for digital media (including the mobile handset business), down 5.2% year-over-year; $79.8 million or 43.2% of total sales for telecommunications equipment, representing a 5.7% decrease year-over-year; and $35.2 million or 19.0% of total sales relating to industrial business, down 0.6% year-over-year. The Company recorded $0.8 million or 0.4% of total sales from the service business in the second quarter of 2013, increased 100% from $0.4 million recorded in the first quarter of 2013.

Cost of sales, which includes the aggregate purchase of components from suppliers and the direct cost of services, was $172.8 million, down 3.5% from $179.1 million in the second quarter of 2012. Gross profit for the second quarter was $12.2 million, down 11.6% from $13.8 million in the second quarter of last year. The gross margin for the second quarter of 2013 was 6.6%, down from 7.1% a year earlier.

Operating expenses, including selling, general and administrative, and research and development expenses, totaled $9.1 million, down 8.2% from $9.9 million in the second quarter of 2012.

Income from operations was $3.1 million, down 20.3% from $3.8 million in the same period of 2012. The operating margin was 1.7%, down from 2.0% in the second quarter of 2012. Excluding the effects of share-based compensation expenses and amortization of intangible assets and related deferred taxation, operating margin would have been 3.2% for the second quarter of 2013, compared to 3.8% in the second quarter of 2012. The effective tax rate for the second quarter of 2013 was 12.0%, up from 10.8% a year earlier.

Cogo’s net income for the second quarter of 2013 was $1.7 million, with diluted EPS of $0.05 on a GAAP basis, compared to net income of $1.8 million and diluted EPS $0.05, in the second quarter of 2012. Included in the second quarter of 2013 were $1.9 million for share-based compensation expenses and $0.9 million for amortization of intangible assets and related deferred taxation. Excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, the non-GAAP net income would have been $4.4 million, or Non-GAAP Diluted EPS of $0.13. The weighted average number of shares used in the calculation of diluted EPS was 33.1 million compared to 36.4 million in the second quarter of 2012.

For the six-month period ended June 30, 2013, the Company reported revenue of $369.5 million, up 2.4% from $360.7 million in the first-half year of 2012. Gross profit was $24.3 million, down 3.2% from $25.1 million in the first-half year of 2012. The gross margin was 6.6%, compared to 7.0% in the same period last year. Net operating expenses were $18.1 million, down 4.7% from $19.0 million in the first half of 2012. Income from operations was $6.2 million, down 1.6% from the $6.1 million reported a year earlier. The non-GAAP operating margin, excluding share-based compensation expenses and amortization of intangible assets, was 3.3%, compared to 3.6% in the same period last year, as a result of a lower gross margin. The Company had an effective tax rate of 11.4% compared to 11.9% during the same period last year. Non-controlling interests’ share of income was $1.9 million, up from $1.7 million in the first-half of 2012. Cogo’s net income for the half-year period was up 3.3% at $3.1 million from the same period last year.

Balance Sheets and Cash Flows
Total cash, including pledged bank deposits, was $140.8 million at the end of the second quarter, down from $141.5 million as of December 31, 2012. Bank borrowings decreased to $90.1 million as of June 30, 2013, from $98.6 million at the end of 2012. The Company has a current ratio of 2.6 to 1 and has operating cash outflow of $6.8 million during the second quarter of 2013.

Inventories decreased from $82.9 million as of December 31, 2012, to $67.2 million as of June 30, 2013. Inventory turnover days numbered 35 days in the second quarter of 2013 down from 41 days in the fourth quarter of 2012. Accounts receivable increased from $113.2 million as of December 31, 2012, to $170.6 million as of June 30, 2013, and the Days Sales Outstanding increased from 52 days in the fourth quarter of 2012 to 84 days. Accounts payable increased from $16.5 million at the end of 2012 to $23.2 million as of June 30, 2013, and Days Payable Outstanding increased from 8 days to 12 days. Cogo’s cash conversion cycle increased from 85 days in the fourth quarter of 2012 to 107 days in the second quarter of 2013.

Total equity was $261.3 million as of June 30, 2013, an increase of 2.4% from $255.3 million as of December 31, 2012. During the second quarter of 2013, the Company repurchased approximately 2.2 million ordinary shares at an average price of $1.98 per share and a total cost of more than $4.3 million pursuant to the current stock repurchase program. Cogo has repurchased almost 6.4 million shares since September 24, 2012. Under the current repurchase program, and there are approximately 3.6 million shares left out of the 10 million shares authorized for the program. Cogo continues to view share buybacks as a strategic use of cash.

Cogo 2013 Q2 Earnings Results Conference Call
Date/ Time:
August 15, 2013 (Thursday) @ 8:00 PM (ET)

Conference Call: 
Toll-Free   1-877-941-4774
Toll/International   +1-480-629-9760

Webcast/ Audio Recording: 

http://public.viavid.com/index.php?id=105721

Replay (from 8/15/2013 at 11:00 pm to 8/17/2013 at 11:59 pm ET): 
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4635093)
International: +1-858-384-5517 (Passcode: 4635093)

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 digital media, telecommunications and industrial applications businesses, as well as our potential acquisitions 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.

About Non-GAAP Financial Measures:
To supplement Cogo’s unaudited consolidated financial results presented in accordance with GAAP, Cogo uses the following measures defined as Non-GAAP financial measures by the SEC: 1) Non-GAAP net income attributable to Cogo Group, Inc. which is net income attributable to Cogo Group, Inc. excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation, and 2) Non-GAAP diluted EPS attributable to Cogo Group, Inc., which is diluted EPS excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these Non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of Non-GAAP measures to the most comparable GAAP measures” set forth at the end of this release.

Cogo believes that these Non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding share-based compensation expenses and amortization of intangible assets and related deferred taxation that may not be indicative of its operating performance from a cash perspective. Cogo believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing its performance and when planning and forecasting future periods. These Non-GAAP financial measures also facilitate management’s internal comparisons to Cogo’s historical performance and liquidity. Cogo computes its Non-GAAP financial measures using the same consistent method from quarter to quarter.

Cogo believes these Non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using Non-GAAP net income attributable to Cogo Group, Inc., Non-GAAP diluted Earnings Per Share attributable to Cogo Group, Inc., Non-GAAP income from operations and Non-GAAP operating margin is that these Non-GAAP measures exclude share-based compensation expenses and amortization of intangible assets and related deferred taxation that have been and will continue to be for the foreseeable future a recurring expense in our business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each Non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

Tables Attached

COGO GROUP, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

SHENZHEN, China, August 8, 2013/ — Cogo Group, Inc. (NASDAQ: COGO) Cogo, one of the leading gateways for global semiconductor companies to access the industrial and technology markets in China, today announced that it will host a conference call at 8:00 p.m. Eastern Time on Thursday, August 15, 2013 to report preliminary earnings results for the second quarter of 2013.

Cogo 2013 Q2 Earnings Results Conference Call
Date/ Time:
August 15, 2013 (Thursday) @ 8:00 PM (ET)

Conference Call: 
Toll-Free   1-877-941-4774
Toll/International   +1-480-629-9760

Webcast/ Audio Recording: 
http://public.viavid.com/index.php?id=105721

Replay (from 8/15/2013 at 11:00 pm to 8/17/2013 at 11:59 pm ET):
US/ Canada Toll-Free: 1-877-870-5176 (Passcode: 4635093)
International: +1-858-384-5517 (Passcode: 4635093)

•    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  [i] $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.

SHENZHEN,China, July 15, 2013—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.”

 _____________________________________________________

[i] Closing price as of July 12, 2013