09:31     NEWOCEAN ENERGY<00342> - 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.                   
                                                                              
    NewOcean Green Energy Holdings Limited                                    
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 342)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
                                                                              
    On 7th January, 2005 Bai Fu Yang Petrochem and the Vendor entered into a  
    conditional Agreement pursuant to which Bai Fu Yang Petrochem agreed to   
    purchase and the Vendor agreed to sell an 80% interest in Yong Long Gas.  
    The principal businesses of Yong Long Gas are the sale and distribution   
    of LPG in Qingyuan, Guangdong, PRC.                                       
                                                                              
    The consideration for the Acquisition is RMB33,600,000 (or approximately  
    HK$31,700,000) which will be satisfied wholly in cash. The consideration  
    of the Acquisition was arrived at after arm's length negotiation. The     
    Directors consider the terms of the Agreement to be fair and reasonable.  
                                                                              
                                                                              
    The Acquisition will strengthen the Group's retail business, bring about  
    an increase in the Group's share in the targeted market and enhance the   
    logistic capabilities of the Group. The Directors consider the            
    Acquisition to be of strategic importance and is in the interests of the  
    Company and its shareholders as a whole.                                  
                                                                              
    The Acquisition constitutes a discloseable transaction for the Company    
    under the Listing Rules. A circular containing further details of the     
    Acquisition will be despatched to the shareholders of the Company as      
    soon as practicable.                                                      
                                                                              
    THE AGREEMENT DATED 7TH JANUARY, 2005                                     
                                                                              
    Parties:                                                                  
                                                                              
    (i)        Vendor:        Madam Xie Lijun who, to the best of the         
    directors' knowledge, information and belief having made all reasonable   
    enquiry is a third party independent of the Company and connected         
    persons of the Company (as defined in the Listing Rules); and             
                                                                              
    (ii)        Purchaser:        Bai Fu Yang Petrochem, a company            
    incorporated in the PRC with limited liability and a wholly-owned         
    subsidiary of the Company                                                 
                                                                              
    Assets to be acquired:                                                    
                                                                              
    80% equity interest of Yong Long Gas                                      
                                                                              
    Consideration:                                                            
                                                                              
    RMB33,600,000 (or approximately HK$31,700,000) which will be satisfied    
    wholly in cash. The Consideration will be funded by internal resources    
    of the Group.                                                             
                                                                              
    The Consideration was arrived at after arm's length negotiation and was   
    agreed on normal commercial terms between the Vendor and the Purchaser    
    with reference to an independent valuation conducted on the business of   
    Yong Long Gas.  The business of Yong Long Gas was valued by Norton        
    Appraisals Limited, an independent professional valuer appointed by the   
    Company at HK$39,600,000 (or approximately RMB42,000,000) as at 29th      
    December, 2004. Such valuation was made using the Discounted Cash Flow    
    method and assuming there will be no major changes in the current         
    taxation, legal and relevant licensing system in the PRC and no material  
    changes in the unit purchase price and unit selling price of LPG from     
    the existing level. The Consideration equals the valuation after pro      
    rata adjustment for the 80% equity interest to be acquired.               
                                                                              
    The Directors consider the terms of the Agreement to be fair and          
    reasonable and the Acquisition is in the best interests of the Group and  
    its shareholders as a whole.                                              
                                                                              
    Terms of Payment                                                          
                                                                              
    The consideration of RMB33,600,000 has been deposited with a firm of PRC  
    Lawyers approved by the Vendor and the Purchaser, which sum shall be      
    paid to the Vendor on Completion. If for whatever reason the Acquisition  
    cannot proceed (otherwise by reason of default on the part of the         
    Purchaser), the said sum shall be returned in full to the Purchaser.      
                                                                              
    Conditions: