PDF《中国环境资源集团有限公司》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Environmental Resources Group Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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 circular. This circular is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities. CHINA ENVIRONMENTAL RESOURCES GROUP LIMITED 中国环境资源集团有限公司(Incorporated in the Cayman Islands with limited liability) (Stock code: 01130) DISCLOSEABLE TRANSACTION CONDITIONAL ACQUSITION OF THE ENTIRE ISSUED SHARE CAPITAL OF TRIPLE HARVEST AND ISSUE OF CONSIDERATION SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING A notice convening an extraordinary general meeting ( EGM ) of China Environmental Resources Group Limited to be held at 4th Floor, Opulent Building, 402-406 Hennessy Road, Wanchai, Hong Kong on Tuesday,

9 March

2010 at 10:30 a.m. is set out on pages

18 to

19 of this circular. A form of proxy for the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company'

s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre,

183 Queen'

s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than

48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION r.14.63 (2)(b) r.14.58 (1) r.14.60 (4)(a)

9 February

2010 Page Definitions

1 Letter from the Board

3 Appendix ― The Patents

11 Notice of Extraordinary General Meeting

18 CONTENTS ― i ― In this circular, unless the context otherwise requires, the following expressions have the following meanings when used herein: Acquisition the acquisition of the entire issued share capital of the Triple Harvest Agreement the share sale agreement dated

28 December

2009 entered into between Cathay and the Company with respect to the conditional Acquisition Agreement Announcement the announcement of the Company dated

28 December

2009 Associates has the meaning ascribed to this term under the Listing Rules Board the board of Directors Cathay The Cathay Investment Fund, Limited, a company incorporated under the laws of the Cayman Islands and having its registered office at the offices of Fortis Prime Fund Solutions (Cayman) Limited,