09:43 MIN XIN HOLD<00222> - 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. MIN XIN HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 0222) ANNOUNCEMENT VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION Reference is made to the circular of the Company dated 1 September 2004 in relation to the acquisition of 108,000,000 Huaneng Domestic Shares at a consideration of RMB358,560,000 (equivalent to approximately HK$338,936,000) from the Vendor. The Acquisition is subject to (a) the approval by the Independent Shareholders at the extraordinary general meeting of the Company held on 17 September 2004 which was duly passed and (b) approvals required by the PRC and Hong Kong (where applicable) laws and regulations. The Vendor submitted an application for the sale of the Asset to the SASAC and the SASAC required the Vendor to adjust the consideration of the Acquisition to a higher level in order to reflect the good prospect of the underlying Asset to the Acquisition. As at the date of this announcement, not all the conditions precedent of the Agreement have been satisfied and the Acquisition has not been completed. The long stop date of the Agreement is 18 July 2005. The SASAC has granted the approval of the Revised Acquisition based on the revised consideration as stated in the paragraph `Terms of the Supplemental Agreement (i.e. revised terms of the Agreement)' below. The Board, including the independent non-executive Directors, considered the revised consideration is acceptable in view of the quality and prospect of the underlying Asset to the Acquisition. As a result, the Supplemental Agreement was entered into by the Company and the Vendor on 2 March 2005. A circular containing, among others, further details of the Revised Acquisition and a notice of the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. The Vendor, FITIC and their respective associates will abstain from voting in relation to the ordinary resolution to be put forward at the EGM for the purpose of approving the Supplemental Agreement and the transaction contemplated thereunder. The Independent Board Committee has been established to consider and advise the Independent Shareholders regarding the fairness and reasonableness of the terms of the Supplemental Agreement and the transaction contemplated thereunder so far as the Independent Shareholders are concerned and are in the interests of the Company as a whole. Goldbond Capital (Asia) Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Supplemental Agreement and the transaction contemplated thereunder. Shareholders and potential investors should note that the Revised Acquisition, which is subject to a number of conditions precedent, may or may not be completed. The release of this announcement does not in any way imply that the Supplemental Agreement and the transaction contemplated therein will be completed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company. Reference is made to the circular of the Company dated 1 September 2004 in relation to the acquisition of 108,000,000 Huaneng Domestic Shares, which represents approximately 0.90% of the issued share capital of Huaneng as at 30 September 2004, at a consideration of RMB358,560,000 (equivalent to approximately HK$338,936,000) from the Vendor. Pursuant to the Agreement, the Vendor agreed to sell (and procure the successor/ transferee (if any) of the Asset to sell as the Vendor, being the liquidation team of FITIC), and the Company had agreed to purchase from the Vendor (or the successor/ transferee (if any) of the Asset) the Asset at the consideration of RMB358,560,000 (equivalent to approximately HK$338,936,000). Subsequent to the approval of the Acquisition by the Independent Shareholders at the extraordinary general meeting of the Company held on 17 September 2004, the Vendor submitted an application for the sale of the Asset to the SASAC. The SASAC required the Vendor to adjust the consideration of the Acquisition to a higher level in order to reflect the good prospect of the underlying Asset to the Acquisition. As not all the conditions precedent of the Agreement