09:36     MILLENNIUM GP<00260> - Announcement (3)                             

    As stated in the aforesaid announcement of the Company,                   
    the use of LNG and CNG in the PRC is becoming more                        
    popular in households and for industrial purposes as                      
    well as for motor vehicles. Beijing Sinogas intends                       
    to expand its natural gas business by constructing                        
    more LNG/CNG refueling gas stations in various cities                     
    in the PRC including Jinan, Shenyang, Handan, Luoyang,                    
    Taiyuan, Zhengzhou, Wuxi, Nanjing and Shijiazhuang.                       
    The Directors are of the view that in light of the                        
    growth potential of the LNG/CNG market in the PRC,                        
    the provision of the Facility to make available                           
    additional funding for Beijing Sinogas to expand its                      
    natural gas business is in the interests of the Company                   
    and the Shareholders as a whole. The provision of the                     
    Facility to Beijing Sinogas will be funded by bank                        
    facilities available to the Company. The terms of the                     
    Facility pursuant to the Facility Agreement have been                     
    agreed after arm's length negotiation between the                         
    parties thereto with reference to the terms of similar                    
    facilities being offered by independent financial                         
    institutions such as banks to the Group.                                  
                                                                              
    The Directors (excluding the independent                                  
    non-executive Directors) are of the view that the                         
    Facility Agreement and the Facility are on normal                         
    commercial terms (or better to the Company), fair and                     
    reasonable and in the interests of the Company and                        
    the Shareholders as a whole. The independent                              
    non-executive Directors will give their view on the                       
    terms of the Facility Agreement and the transactions                      
    contemplated thereunder including the Facility after                      
    they are further advised by the independent financial                     
    adviser.                                                                  
                                                                              
    EGM                                                                       
    The EGM will be convened by the Company at which, among                   
    others, an ordinary resolution will be proposed to                        
    seek approval of the Independent Shareholders for the                     
    Facility Agreement and the transactions contemplated                      
    thereunder including the Facility. At the EGM, votes                      
    of the Independent Shareholders will be taken on a                        
    poll and Ms. Ka and her associates will abstain from                      
    voting in respect of such resolution.                                     
                                                                              
    GENERAL                                                                   
    A circular containing, among other things, (i)                            
    information on the Facility Agreement and the                             
    transactions contemplated thereunder including 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.                                      
                                                                              
    DEFINITIONS                                                               
    "associates"   as such term is defined under the                          
    Listing Rules                                                             
                                                                              
    "Beijing Sinogas"   *                                                     
    (Beijing Sinogas Company Limited), a wholly                               
    foreign-owned enterprise established in the PRC in                        
    March 2001 and a 51%-owned subsidiary of the Company                      
                                                                              
    "CNG"   compressed natural gas                                            
                                                                              
    "Company"   Millennium Group Limited (*),                                 
    a company incorporated in Hong Kong with                                  
    limited liability, the issued shares of which are                         
    listed on the Main Board of the Stock Exchange                            
                                                                              
    "Directors"   the directors of the Company                                
                                                                              
    "EGM"   the extraordinary general meeting of the                          
    Company to be held to consider, and if thought fit,                       
    to approve, among other things, the Facility Agreement                    
    and the transactions contemplated thereunder                              
    including the Facility                                                    
                                                                              
    "Facility"   the facility to be provided by the                           
    Company to Beijing Sinogas pursuant to the Facility                       
    Agreement                                                                 
                                                                              
    "Facility Agreement"   the agreement dated 14th March,                    
    2005 entered into between the Company and Beijing                         
    Sinogas in respect of the Facility