PDF《(Stock Code: 182)》

31 May

2012 attributable to the 21% equity interest in Fuxin Taihe being sold by the Group. The actual amount of gain or loss on the Fuxin Disposal shall depend on the actual financial information of Fuxin Taihe as at the date of completion of the Fuxin Disposal. The proceeds from the Fuxin Disposal will be used as general working capital of the Group. Conditions precedent and completion The Fuxin Disposal Agreement shall take full effect upon the approval of any relevant authorities of the respective parties (including the approval by the independent Shareholders of the Company) and the signing of the agreement with the company chops by the authorised persons of the respective parties. The Fuxin Disposal Agreement was signed by the authorised persons of the respective parties with the company chops and the Company has obtained the Written Shareholders'

Approval. The registration on the change in shareholders of the relevant interest in Fuxin Taihe is expected to be completed on or before

30 June 2012. THE CHAOYANG DISPOSAL AGREEMENTS Date

25 June

2012 Parties Vendors: Century Concord and Tianjin Century (both wholly-owned subsidiaries of the Company) Purchaser: Liaoning Energy Assets involved Century Concord and Tianjin Century have conditionally agreed to sell and transfer their respective 13% and 12% equity interests in Chaoyang Century to Liaoning Energy. ―

5 ― Chaoyang Century was established on

27 June 2011. It has a registered capital of RMB162 million contributed by Tianjin Century, Century Concord and Liaoning Energy according to their respective interests in Chaoyang Century. Chaoyang Century is principally engaged in wind power plant investment and operation of the Chaoyang Wind Farm Project located in Chaoyang, Liaoning Province of the PRC. The Chaoyang Wind Farm Project is in the process of construction and development. As at

31 May 2012, based on its unaudited management accounts, Chaoyang Century had net assets of approximately RMB162 million (equivalent to approximately HK$194.4 million). It has not yet reported any full financial year results. As at the date of this announcement, Chaoyang Century is a jointly controlled entity of the Company owned as to 42% by Tianjin Century, 13% by Century Concord and 45% by Liaoning Energy. Upon completion of the Chaoyang Disposal, Chaoyang Century will be owned as to 30% by Tianjin Century and 70% by Liaoning Energy, and Chaoyang Century will be accounted for as an associated company of the Company in the consolidated financial statements of the Company. Consideration The total consideration of the Chaoyang Disposal is RMB47,137,875 (equivalent to approximately HK$56.57 million) of which RMB24,511,695 (equivalent to approximately HK$29.41 million) is payable to Century Concord and RMB22,626,180 (equivalent to approximately HK$27.15 million) is payable to Tianjin Century as follows: (i) 50% of the consideration within three business days after the Chaoyang Effective Date;

and (ii) the remaining 50% of the total consideration within three business days after completion of the change of shareholders of Chaoyang Century in Chaoyang Administration for Industry and Commerce pursuant to the Chaoyang Disposal. The consideration for the Chaoyang 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 Chaoyang Century. For illustrative purpose only, the Group would record a gain of approximately RMB6.6 million (equivalent to approximately HK$7.92 million) as a result of the Chaoyang Disposal, being the difference between the consideration for the Chaoyang Disposal and the net asset value of Chaoyang Century as at