09:42 BEAUFORTE INV<00021> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. BEAUFORTE INVESTORS CORPORATION LIMITED (incorporated in Hong Kong with limited liability) (Stock code: 21) DISCLOSABLE TRANSACTION - INVESTMENT IN A JOINT VENTURE COMPANY On 15 December 2004, Eastern Energy, a wholly owned subsidiary of the Company, and the Chinese Parties entered into the JV Agreement in relation to an investment of an aggregate of HK$12 million (equivalent to RMB12.6 million as stipulated in the JV Agreement) in Century Energy, a PRC company, by Eastern Energy. The capital injected by Eastern Energy represents 11.2% of the enlarged registered capital of Century Energy. The Investment constitutes a discloseable transaction for the Company. A circular containing further information on the Investment in Century Energy and the Group will be despatched to the shareholders of the Company as soon as practicable. 1. JV AGREEMENT Date 15 December 2004 Parties Existing shareholders of : Century Energy (1) (Shandong Risen Industry Company Limited), a company incorporated in the PRC with limited liability (2) (Shenyang Tianqin Asset Management Company Limited), a company incorporated in the PRC with limited liability (3) (Shenzhen Tianqin Asset Management Company Limited), a company incorporated in the PRC with limited liability To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Chinese Parties and their respective ultimate beneficial owners are Independent Third Parties. New investor : (4) China Eastern Energy Holdings Limited, an investment holding company incorporated in Samoa and a wholly owned subsidiary of the Company Capital contribution Pursuant to the JV Agreement, Eastern Energy has agreed to inject an aggregate of HK$12 million (equivalent to RMB12.6 million as stipulated in the JV Agreement) in Century Energy. The capital injected by Eastern Energy represents 11.2% of the enlarged registered capital of Century Energy. The capital contribution amount has been determined after arm's length negotiations and taking into account the book value of the assets of Century Energy as stated in the paragraph headed `Financial information' below. Taking into account the amount of the Investment of an aggregate of HK$12 million (equivalent to RMB12.6 million as stipulated in the JV Agreement), the adjusted net assets of Century Energy as at 30 November 2004 is RMB114.9 million (equivalent to HK$109.4 million). On such basis, the amount of the Investment of HK$12 million (equivalent to RMB12.6 million) represents a premium of approximately 2% to the adjusted net assets of Century Energy as at 30 November 2004. Payment terms and source of funding Pursuant to the JV Agreement, the capital contribution shall be injected into Century Energy by Eastern Energy in accordance with the following schedule: (1) an amount of HK$10 million, representing 83% of the total amount of the Investment, shall be paid within three months from the day on which Century Energy has obtained a new business licence