PDF《中国消防企业集团控股有限公司 *》

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

10 March,

2005 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 Fire Safety Enterprise Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. The Stock Exchange of Hong Kong Limited (the Stock Exchange ) takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. * for identification purpose only A letter from the board of directors of China Fire Safety Enterprise Group Holdings Limited is set out on pages

10 to

29 of this document. A letter from the Independent Board Committee (as defined herein) containing its advice to the Independent Shareholders (as defined herein) in connection with Proposed Transaction (as defined herein) is set out on page

30 of this document. A letter from the Joint Independent Financial Advisers (as defined herein) to the Independent Board Committee and Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders in connection with the Proposed Transaction is set out on pages

31 to

50 of this document. A notice convening the EGM (as defined herein) to be held on

29 March,

2005 are set out on pages

91 to

93 of this document. Whether or not you are able to attend the EGM, you are strongly urged to complete and sign the enclosed form of proxy, in accordance with the instructions printed thereon, and to lodge them with the branch share registrar of China Fire Safety Enterprise Group Holdings Limited in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor Hopewell Centre, 183, Queen'

s Road East, Hong Kong, as soon as possible but in any event not later than

48 hours before the time appointed for the holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM of China Fire Safety Enterprise Group Holdings Limited or any adjourned meeting should you so wish. This circular will remain on the GEM website at www.hkgem.com on the Latest Company Announcements page for at least

7 days from the date of its posting. CHINA FIRE SAFETY ENTERPRISE GROUP HOLDINGS LIMITED 中国消防企业集团控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock code: 8201) CONNECTED TRANSACTION PROPOSED ISSUE OF NEW SHARES OPTION AGREEMENT BETWEEN SUBSCRIBER AND CONTROLLING SHAREHOLDER AND APPLICATION FOR WHITEWASH WAIVER BY SUBSCRIBER AND CONTROLLING SHAREHOLDER Joint independent financial advisers to the independent board committee of China Fire Safety Enterprise Group Holdings Limited Grand Vinco Capital Limited KINGSTON CORPORATE FINANCE LIMITED CHARACTERISTICS OF GEM C i C GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. CONTENTS C ii C Page Definitions