PDF《(Stock Code: 182)》

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1 ― 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.

(incorporated in Bermuda with limited liability) (Stock Code: 182) DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF INTERESTs IN FUXIN TAIHE and chaoyang Century On

25 June 2012, Century Concord, a wholly-owned subsidiary of the Company, entered into the Fuxin Disposal Agreement with Liaoning Energy pursuant to which Century Concord has conditionally agreed to dispose of a 21% equity interest in Fuxin Taihe to Liaoning Energy at a consideration of RMB79,711,100 (equivalent to approximately HK$95.65 million). On

25 June 2012, Century Concord and Tianjin Century, both wholly-owned subsidiaries of the Company, respectively entered into the Chaoyang Disposal Agreements with Liaoning Energy pursuant to which (i) Century Concord has conditionally agreed to dispose of a 13% equity interest in Chaoyang Century to Liaoning Energy at a consideration of RMB24,511,695 (equivalent to approximately HK$29.41 million) and (ii) Tianjin Century has conditionally agreed to dispose of a 12% equity interest in Chaoyang Century to Liaoning Energy at a consideration of RMB22,626,180 (equivalent to approximately HK$27.15 million). Liaoning Energy is a substantial shareholder of certain subsidiaries of the Company (for the purposes of the Listing Rules) and therefore is a connected person of the Company under the Listing Rules. The Fuxin Disposal and the Chaoyang Disposal when aggregated constitute a discloseable transaction and a connected transaction for the Company subject to the reporting, announcement and independent shareholders'

approval requirements under the Listing Rules. *? for identification purpose only ―

2 ― The Company has obtained a written shareholders'

approval from Gain Alpha Finance Limited and China Wind Power Investment Limited approving the Fuxin Disposal Agreement and the Chaoyang Disposal Agreements and the transactions contemplated thereunder. Pursuant to Rule 14A.43 of the Listing Rules, the Company has applied for and received a waiver from the Stock Exchange accepting the written shareholders'

approval by Gain Alpha Finance Limited and China Wind Power Investment Limited to approve the Fuxin Disposal Agreement and the Chaoyang Disposal Agreements and the transactions contemplated thereunder in lieu of convening a general meeting. Accordingly, no general meeting will be convened in this regard. For information purposes, a circular containing, among other matters, further details of the Fuxin Disposal Agreement and the Chaoyang Disposal Agreements and the transactions contemplated thereunder, a letter from the independent board committee to the independent Shareholders and a letter from the independent financial adviser to the independent board committee and the independent Shareholders will be despatched to the Shareholders in compliance with the Listing Rules as soon as practicable on or before

17 July 2012. On

25 June 2012, Century Concord, a wholly-owned subsidiary of the Company, entered into the Fuxin Disposal Agreement with Liaoning Energy pursuant to which Century Concord has conditionally agreed to dispose of a 21% equity interest in Fuxin Taihe to Liaoning Energy at a consideration of RMB79,711,100 (equivalent to approximately HK$95.65 million). On