PDF《中国环境资源集团有限公司》

309 George Town, Grand Cayman Cayman Islands British West Indies Head Office and Principal Place of Business in Hong Kong: Room 3501, Bank of America Tower

12 Harcourt Road Central Hong Kong

9 February

2010 To the Shareholders Dear Sir or Madam, DISCLOSEABLE TRANSACTION CONDITIONAL ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF TRIPLE HARVEST AND ISSUE OF CONSIDERATION SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING 1. INTRODUCTION Reference is made to the LOI Announcement and the announcement of the Company dated

28 December

2009 in which Cathay as the vendor and the Company as the purchaser entered into the Agreement, pursuant to which Cathay has conditionally agreed to sell the Sale Share and the Company has conditionally agreed to purchase the Sale Share at an aggregate consideration of HK$114,700,000. The aggregate consideration in the sum of HK$114,700,000 will be satisfied as to (i) HK$700,000 by cash and (ii) HK$114,000,000 by the issue to Cathay of the Consideration Shares (at HK$0.08 per Share) by the Company upon Completion. LETTER FROM THE BOARD ―

3 ― r.2.14 Completion is conditional upon fulfillment of a number of conditions. The transactions contemplated in the Agreement constitute discloseable transactions for the Company under Rule 14.06(2) of the Listing Rules, on the basis that the calculation of the consideration ratio is within the range of 2% and 25%. The purpose of this circular is to provide the Shareholders, among other things, (i) details of the terms of the Agreement in accordance with the requirements of the Listing Rules;

and (ii) the proposed Specific Mandate to issue Consideration Shares. THE AGREEMENT Date

28 December

2009 Parties (1) Cathay as vendor (2) the Company as purchaser To the best of the Directors'

knowledge, information and belief and having made all reasonable enquiries, Cathay and the ultimate beneficial owner of Cathay are third parties independent of the Company and connected persons of the Company. The Sale Share The Sale Share represent the entire issued share capital of Triple Harvest as at the date of this announcement. The Sale Share will be acquired free from any encumbrance and together with all rights and benefits attaching or accruing to it on or after the date of Completion (including the right to receive all dividends and other distributions declared, made or paid on or af........