PDF《(Stock Code: 182)》

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). THE FUXIN DISPOSAL AGREEMENT Date

25 June

2012 Parties Vendor: Century Concord Purchaser: Liaoning Energy ―

3 ― Liaoning Energy is a large state-owned enterprise affiliated with the State-owned Assets Supervision and Administration Commission of Liaoning Province. Its establishment was approved by the People'

s Government of Liaoning Province. Authorised by the provincial government, Liaoning Energy invests in and manages provincial electric power assets. 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. Assets involved Century Concord has conditionally agreed to sell and transfer a 21% equity interest in Fuxin Taihe to Liaoning Energy. Fuxin Taihe was established on

10 September 2009. It is principally engaged in the investment, development and operation of the Fuxin Wind Farm Project in Fuxin, Liaoning Province of the PRC. The Fuxin Wind Farm Project has commenced operation since earlier this year. As at

31 May 2012, based on its unaudited management accounts, Fuxin Taihe had net assets of approximately RMB299.4 million (equivalent to approximately HK$359.3 million). For the year ended

31 December 2010, the audited loss of Fuxin Taihe (both before and after taxation) amounted to approximately RMB30,000 (equivalent to approximately HK$36,000). For the year ended

31 December 2011, the audited loss of Fuxin Taihe (both before and after taxation) amounted to approximately RMB0.31 million (equivalent to approximately HK$0.37 million). As at the date of this announcement, Fuxin Taihe is a jointly controlled entity of the Company owned as to 51% by Century Concord and 49% by Liaoning Energy. Upon completion of the Fuxin Disposal, Fuxin Taihe will be owned as to 30% by Century Concord and 70% by Liaoning Energy, and Fuxin Taihe will be accounted for as an associated company of the Company in the consolidated financial statements of the Company. Consideration The consideration for the Fuxin Disposal is RMB79,711,100 (equivalent to approximately HK$95.65 million) which shall be payable by Liaoning Energy to Century Concord as follows: (i) 50% of the consideration within three business days after the Fuxin Effective Date;

and (ii) the remaining 50% of the total consideration within three business days after completion of the change of shareholders of Fuxin Taihe in Fuxin Administration for Industry and Commerce pursuant to the Fuxin Disposal. ―

4 ― The consideration for the Fuxin Disposal was determined after arm'

s length negotiations between the parties. In agreeing with the terms, the Group has considered, among other factors, the capital and future development plan of Fuxin Taihe. For illustrative purpose only, the Group would record a gain of approximately RMB16.8 million (equivalent to approximately HK$20.2 million) as a result of the Fuxin Disposal, being the difference between the consideration for the Fuxin Disposal and the net asset value of Fuxin Taihe as at