09:13 SEAPOWER RES I<00269> - Announcement & Resumption of Trading 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. SEAPOWER RESOURCES INTERNATIONAL LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 269) Announcement Memorandum of Understanding Resumption of Trading The Company entered into a legally non-binding strategic cooperation memorandum of understanding with Guangdong Guangye Assets Management Company Limited on the 15th January 2005 stating their intention to cooperate in the development of business involving clean energy project(s). At the request of the Company, trading in Shares on the Stock Exchange was suspended from 10:00 a.m. on Monday, 17th January 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in Shares with effect from 9:30 a.m. on Tuesday, 18th January 2005. MEMORANDUM OF UNDERSTANDING The Company entered into a non-binding memorandum of understanding with Guangdong Guangye Assets Management Company Limited ("Guangye"), an independent third party not connected with the connected person of the Company (as defined in the rules governing the listing of securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), on the 15th January 2005 stating their intention to cooperate in the development of business relating to clean energy project(s) including, but not limited to, subscription by Guangye for new shares to be issued by the Company and investment by the Company in Guangye or clean energy project(s) that may be recommended by Guangye. Guangye is a wholly state-owned enterprise approved by GuangDong Provincial Government (the "Government") acting as the national assets management representative of the Government. Guangy mainly engages in the capital and industry operation, assets restructure, project investment and management. Both the Company and Guangye believe that development of clean energy projects have good prospect and will continue to negotiate the details of future cooperation to achieve mutual benefits. The Company wishes to emphasize that no binding agreement in relation to the proposed investment has been entered into as at the date of this announcement. The Company confirms that, should the proposed co-operation proceed, it may constitute a major transaction under the Listing Rules. In such circumstances, the Company will comply with the requirements of the Listing Rules relating to the proposed investment, including but not limited to the making of appropriate public disclosures. In the meantime, shareholders of and potential investors in the Company are recommended to exercise caution when dealing or investing in the shares of the Company. RESUMPTION OF TRADING IN SHARES At the request of the Company, trading in Shares on the Stock Exchange was suspended from 10:00 a.m. on Monday, 17th January 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in Shares with effect from 9:30 a.m. on Tuesday, 18th January 2005. As at the date of this Announcement, the Board comprises of four Executive Directors, namely, Mr. Chan Chun Hing, Kenneth, Mr. Tsang Kam Ching, David, Mr. Zhao Ming and Mr. Fung Tsun Pong; and three Independent Non-Executive Directors, namely Mr. Wang Ji Cheng, Mr. Liu Ka Lim and Mr. Yip Tak On. By order of the Board Seapower Resources International Limited Tsang Kam Ching, David Director Hong Kong, 17th January 2005