09:35     MILLENNIUM GP<00260> - Announcement (2)                             

    Conditions of the Facility Agreement                                      
    The availability of the Facility is conditional on                        
    the following:                                                            
                                                                              
    (i)   the delivery of a drawdown notice by Beijing                        
    Sinogas to the Company not less than three business                       
    days at any time before 5:00 p.m. (Hong Kong time)                        
    prior to the intended drawdown date;                                      
                                                                              
    (ii)    all necessary statutory, governmental and                         
    regulatory obligations in Hong Kong and other                             
    jurisdiction (if applicable) having been complied                         
    with and all necessary regulatory, governmental and                       
    third party consents and waivers in relation to the                       
    implementation of any terms of the Facility Agreement                     
    having been obtained unconditionally;                                     
                                                                              
    (iii)    the Company giving consent as to the amount                      
    to be drawn by Beijing Sinogas; and                                       
                                                                              
    (iv)    the passing of the ordinary resolution by the                     
    Independent Shareholders at the EGM approving the                         
    Facility Agreement and the transactions contemplated                      
    thereunder including the Facility.                                        
                                                                              
    LISTING RULES IMPLICATIONS                                                
    By virtue of Ms. Ka's indirect interest in Beijing                        
    Sinogas, the provision of the Facility constitutes                        
    a continuing connected transaction for the Company                        
    under the Listing Rules and is subject to the reporting,                  
    announcement and Independent Shareholders' approval                       
    requirements under Chapter 14A of the Listing Rules.                      
                                                                              
    Approval of the Independent Shareholders is proposed                      
    to be sought at the EGM in respect of the Facility                        
    Agreement and the transactions contemplated                               
    thereunder including the Facility subject to the                          
    following conditions:                                                     
                                                                              
    (i)   the maximum amount drawn under the Facility at                      
    any time during the availability period of the                            
    Facility shall not exceed HK$40,000,000; and                              
                                                                              
    (ii)   the Company will comply with rules 14A.36 to                       
    14A.40 and 14A.46 of the Listing Rules in relation                        
    to the provision of the Facility.                                         
                                                                              
    The Independent Board Committee will be established                       
    to advise the Independent Shareholders as to whether                      
    the terms of the Facility Agreement and the                               
    transactions contemplated thereunder including the                        
    Facility are on normal commercial terms, fair and                         
    reasonable and in the interests of the Company and                        
    the Shareholders as a whole. Hantec Capital Limited                       
    has been appointed as the independent financial                           
    adviser to advise the Independent Board Committee and                     
    the Independent Shareholders in this regard.                              
                                                                              
    REASONS FOR THE FACILITY AGREEMENT                                        
    The Company is an investment holding company                              
    principally engaged in investing in companies in the                      
    business of trading of conversion parts and gas                           
    station equipment and operation of gas station.                           
                                                                              
    As stated in the announcement of the Company dated                        
    28th February, 2005, Beijing Sinogas intends to expand                    
    its natural gas business in the PRC in the future.                        
    The Facility aims to provide Beijing Sinogas with an                      
    additional source of funding to finance such expansion,                   
    including but not limited to the purchase of LNG and                      
    CNG related machinery and equipment to be sourced by                      
    the Group from independent overseas suppliers                             
    pursuant to the master agreement entered into and                         
    disclosed in the Company's announcement on 28th                           
    February, 2005.