09:35     MILLENNIUM GP<00260> - 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.                                                     
                                                                              
    MILLENNIUM GROUP LIMITED                                                  
    (incorporated in Hong Kong with limited liability)                        
    (Stock Code: 260)                                                         
                                                                              
    CONTINUING CONNECTED TRANSACTION                                          
    RELATING TO THE PROVISION OF FINANCIAL ASSISTANCE                         
                                                                              
    On 14th March, 2005, the Company and Beijing Sinogas                      
    entered into the Facility Agreement pursuant to which                     
    the Company has conditionally agreed to provide the                       
    Facility to Beijing Sinogas.                                              
                                                                              
    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.                      
                                                                              
    A circular containing, among other things, (i)                            
    information on the Facility Agreement and the Facility;                   
    (ii) a letter of recommendation from the Independent                      
    Board Committee; (iii) a letter of advice from the                        
    independent financial adviser; and (iv) the notice                        
    of the EGM, will be despatched to the Shareholders                        
    as soon as practicable.                                                   
                                                                              
    THE FACILITY AGREEMENT DATED 14th MARCH, 2005                             
    Parties to the Facility Agreement                                         
    Lender   :   The Company                                                  
                                                                              
    Borrower   :   Beijing Sinogas                                            
                                                                              
    Beijing Sinogas is owned indirectly as to 51% by the                      
    Company and as to 49% by Best Rich International                          
    Limited, which is in turn owned as to 50% each by Ms.                     
    Ka and Ms. Wen Tong Jun, a former Director.                               
                                                                              
    Beijing Sinogas and its subsidiaries are principally                      
    engaged in the investment, construction and operation                     
    of LNG and CNG stations in the PRC, marketing and sale                    
    of plant and equipment for gas stations and provision                     
    of related system integration technology, the                             
    research, manufacturing and distribution of                               
    conversion kits for motor vehicles to switch to                           
    alternative fuel of LNG or CNG, and LNG/CNG storage                       
    and distribution.                                                         
                                                                              
    Terms of the Facility                                                     
    Pursuant to the Facility Agreement, the Company has                       
    conditionally agreed to provide the Facility to                           
    Beijing Sinogas on the following terms:                                   
                                                                              
    (i)   Amount   :   up to HK$40,000,000                                    
                                                                              
    (ii)   Repayment   :   Outstanding principal amount                       
    drawn is repayable within 12 months from the date of                      
    drawdown                                                                  
                                                                              
    (iii)   Availability   :   from the date of the                           
    Facility Agreement to 31st December, 2006                                 
                                                                              
    (iv)   Interest   :   3-month Hong Kong Inter-Bank                        
    Offered Rate + 2.5% per annum, payable quarterly in                       
    arrears                                                                   
                                                                              
    (v)   Arrangement fee   :   2.5% on the amount of the                     
    Facility, payable on the date of the first drawdown                       
                                                                              
    (vi)   Commitment fee   :   0.5% per annum on the                         
    undrawn amount of the Facility, payable quarterly in                      
    arrears                                                                   
                                                                              
    (vii)   Security   :   None                                               
                                                                              
    Pursuant to the Facility Agreement, Beijing Sinogas                       
    shall repay the outstanding amount under the Facility                     
    in the event that the Company gives a seven days' prior                   
    notice to Beijing Sinogas demanding the repayment.