PDF《中国消防企业集团控股有限公司 *》

1 Letter from the Board

10 Letter from the Independent Board Committee

30 Letter of advice from the Joint Independent Financial Advisers

31 Appendix I C Financial Information

51 Appendix II C General information

77 Notice of Extraordinary General Meeting

91 DEFINITIONS C

1 C In this circular, unless the context otherwise requires, the following words and expressions have the following meanings: Adjusted EBIT in relation to the Option Agreement, with respect to a particular financial period, the consolidated profit before taxation and financial expenses of the relevant company or group of companies, which shall: (i) exclude minority interests before taxation and financial expenses;

and (ii) exclude income arising from disposal of real properties, businesses and land use rights for that period Audited 1-Year Adjusted EBIT in relation to the Option Agreement, the Adjusted EBIT of the Group for the financial year ended on the date which is the financial year- end date of the Company immediately preceding the date of the Option Notice, determined based on the audited consolidated final annual results of the Company for that financial year Audited 2-Year Adjusted EBIT in relation to the Option Agreement, the average of the Adjusted EBIT of the Group for the two financial years ended on the date which is the financial year-end date of the Company immediately preceding the date of the Option Notice, determined based on the audited consolidated final annual results of the Company for those two financial years Audited Adjusted Net Debt in relation to the Option Agreement, the amount of Net Debt, as at the financial year-end date of the Company immediately preceding the date of the Option Notice, determined based on the audited consolidated final annual results of the Company for that financial year, after adjustment (if any) as provided for in appendix of the Options Agreement associate has the meaning ascribed to it under the GEM Listing Rules DEFINITIONS C

2 C Announcement the announcement dated

2 February,

2005 issued by the Company containing, inter alia, details of the Proposed Share Subscription, the Option Agreement and the proposed application for the Whitewash Waiver Board the board of Directors Business Day a day on which licensed banks in Hong Kong are required to be and are generally open for business (other than any Saturday, Sunday or gazetted public holiday in Hong Kong) Company China Fire Safety Enterprise Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on GEM Company'

s Undertakings the undertakings by the Company with UTFE as set out in the section headed Undertakings by the Company of this circular Concert Parties has the meaning ascribed to the term persons acting in concert under the Takeovers Code Director(s) the director(s) of the Company EBIT Deterioration Event in relation to the Option Agreement, the situation where, for a period of three consecutive calendar months: (i) on at least two of such calendar months, the Monthly Adjusted EBIT is less than 50% of the Monthly Adjusted EBIT for the same months in the immediately preceding calendar year;

and (ii) the Quarterly Adjusted EBIT for such three-month period, is less than 50% of the Quarterly Adjusted EBIT for the same period in the immediately preceding calendar year EBIT Deterioration Period the three month period during which the EBIT Deterioration Event occurs DEFINITIONS C

3 C Executive the executive directors of the Corporate Finance Division of the SFC from time to time and any delegate of such executive director EGM the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the transactions contemplated under the Subscription Agreement and the Option Agreement including the Whitewash Waiver and the issue and allotment of the new Shares under the Proposed Share Subscription First Tranche Completion the completion of the issue and allotment of the new Shares under the First Tranche Subscription by the Company to UTFE in accordance to the terms and conditions of the Subscription Agreement First Tranche Completion Date the seventh Business Day after all of the First Tranche Conditions to be satisfied under the Subscription Agreement has been fulfilled or waived, or such later date as the parties may agree in writing First Tranche Conditions the conditions precedent specified in the paragraph headed Conditions precedent under the section headed First Tranche Subscription in this circular First Tranche Long Stop Date