09:47 SINOLINK HOLD<01168> & ENERCHINA HOLD<00622> - Joint Ann.(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. SINOLINK WORLDWIDE HOLDINGS LIMITED ENERCHINA HOLDINGS LIMITED (Incorporation in Bermuda with limited liability) (Incorporation in Bermuda with limited liability) (Stock Code: 1168) (Stock Code: 622) JOINT ANNOUNCEMENT CLOSING OF UNCONDITIONAL MANDATORY GENERAL OFFERS BY MORGAN STANLEY DEAN WITTER ASIA LIMITED ON BEHALF OF SINOLINK WORLDWIDE HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF AND FOR CANCELLATION OF ALL OUTSTANDING OPTIONS OF ENERCHINA HOLDINGS LIMITED (OTHER THAN THOSE SHARES HELD BY SINOLINK WORLDWIDE HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) FINANCIAL ADVISER TO SINOLINK WORLDWIDE HOLDINGS LIMITED Morgan Stanley INDEPENDENT FINANCIAL ADVISER TO THE ENERCHINA INDEPENDENT BOARD COMMITTEE Dao Heng Securities Ltd. The Offers closed on 18 January 2005. As at 4:00 p.m. on 18 January 2005, being the latest time and date for acceptance of the Offers, the Offeror had received valid acceptances (subject to verification) in respect of (i) 304,201,436 Shares under the Share Offer, representing approximately 13.28% of the total issued capital of the Company; and (ii) 4,500,000 Options under the Option Offer, representing approximately 3.91% of the total outstanding Options. Immediately before commencement of the offer period (as defined in the Takeovers Code), the Offeror and the parties acting in concert with it owned an aggregate 1,147,680,775 Shares, representing approximately 50.10% of the voting rights in the Company. Taking into account the valid acceptances received pursuant to the Share Offer in respect of 304,201,436 Shares and subject to completion of the transfer of those Shares to the Offeror, the Offeror and parties acting in concert with it will be interested in 1,451,882,211 Shares, representing approximately 63.38% of the entire issued share capital of the Company and of the voting rights exercisable at general meetings of the Company. As at the date of this announcement, Warburg Pincus & Co., a substantial shareholder of the Company, is interested in 515,524,377 Shares (by virtue of its deemed interest in the Shares held by Atlantic Cay International Limited and Warburg Pincus Ventures L.P., as detailed in section 4(b) of Appendix IV to the Composite Document), representing 22.50% of the voting rights in the Company. Taking into account the valid acceptances received pursuant to the Share Offer in respect of 304,201,436 Shares and subject to completion of the transfer of those Shares to the Offeror, public float for the Shares will be 14.12%. The directors of the Offeror will undertake to the Stock Exchange that appropriate steps will be taken to ensure that not less than 25% of public float exists for the Shares. Application will be made by the Company to the Stock Exchange for a waiver from strict compliance with Rule 8.08 of the Listing Rules on the 25% minimum public float requirement for a period of one month from the date of this announcement until 18 February 2005. Since the public float of the Company has fallen below 25%, the Stock Exchange indicates that the Shares should be suspended for dealings in accordance with the Listing Rules. As such, the Company has applied and requested for a suspension of dealings in the Shares as from 19 January 2005 pending further announcement on the public float issue. Reference is made to the joint announcements made by the Offeror and the Company on 6 December 2004 and 29 December 2004 respectively, and the composite document issued jointly by the Offeror and the Company on 28 December 2004 (the "Composite Document") in relation to the Offers. Terms defined in the Composite Document shall have the same meanings used herein unless the context otherwise requires. CLOSING OF THE OFFERS AND ACCEPTANCE LEVEL The Offers closed on 18 January 2005. As at 4:00 p.m. on 18 January 2005, being the latest time and date for acceptance of the Offers, the Offeror had received valid acceptances (subject to verification) in respect of (i) 304,201,436 Shares under the Share Offer, representing