PDF《中国环境资源集团有限公司》

802 West Bay Road, Grand Pavilion Commercial Centre, PO Box 2003, Grand Cayman KY1-1104, Cayman Islands. Company China Environmental Resources Group Limited, a company incorporated under the laws of the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange Completion completion of the Acquisition pursuant to the terms and conditions of the Agreement Consideration Shares the 1,425,000,000 new Share(s) to be allotted and issued to the Cathay or its nominee(s) credited as fully paid at the Issue Price in accordance with the term of the Agreement. Directors the directors of the Company EGM an extraordinary general meeting of the Company to be convened and held to approve, among other matters, the Agreements and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Consideration Shares Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors'

knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons of the Company in accordance with the Listing Rules DEFINITIONS ―

1 ― Issue Price the price of HK$0.08 per Consideration Share Latest Practicable Date

5 February 2010, being the latest practicable date prior to the printing of this circular ascertaining certain information referred to in this circular Listing Committee the listing committee of the Stock Exchange for considering applications for listing and the granting of listing Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange LOI a non-legally binding letter of intent entered into on

30 July

2009 and

30 October

2009 between the Company and Cathay in relation to the Acquisition LOI Announcement the announcement of the Company dated

9 April 2009,

30 July

2009 and

30 October

2009 relating to the Letter of Intent with Cathay in respect of the possible acquisition of the entire issued share capital of Target Company Patents technologies and PRC patents in relation to fertilizer manufacturing PRC the People'

s Republic of China Sale Share

1 issued share of par value of US$1 each, representing the entire issued share capital of Triple Harvest Share(s) ordinary share(s) of HK$0.01 each in the share capital of the Company Shareholder(s) holder(s) of the Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited Share Sale Agreement Share Sale Agreement entered between the Company and The Cathay Investment Fund, Limited on

28 December

2009 Specific Mandate the specific mandate proposed to be granted to the Board by the Shareholders at the EGM, to issue new Shares on the terms and conditions as set out in this circular Triple Harvest Triple Harvest Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability on

20 April

2009 HK$ Hong Kong dollars, the lawful currency of Hong Kong % per cent. DEFINITIONS ―

2 ― 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) Executive Directors: Mr. Tan Sim Chew (Chairman) Ms. Kam Yuen (Chief Executive Officer) Mr. Leung Kwong Choi Mr. Kwok Wai, Wilfred Independent Non-executive Directors: Mr. Cheung Ngai Lam Mr. Wong Kwai Sang Mr. Christopher David Thomas Registered Office: Ugland House South Church Street, P.O. Box