10:47 VP GREENCHIP<01186> - 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. VALUE PARTNERS CHINA GREENCHIP FUND LIMITED (Incorporated as an exempted company in the Cayman Islands with limited liability) (Stock Code: 1186) ANNOUNCEMENT Continuing Connected Transaction with Value Partners Limited The Board would like to announce that on 1 April 2005 the Company entered into the Renewal Agreement to extend the Investment Management Agreement for two years commencing on 4 April 2005. The basis of the calculation of the management fee and performance fee payable by the Company to the Manager is on the same basis as the one set out in the Investment Management Agreement. The Directors (including the independent non-executive Directors) are of the view that the entering into of the Renewal Agreement by the Company is in the interests of the Company and the Shareholders as a whole and in the ordinary and usual course of business of the Company and the terms of the Renewal Agreement are on normal commercial terms. The Board would like to announce that on 1 April 2005 the Company entered into the Renewal Agreement to extend the Investment Management Agreement for two years commencing on 4 April 2005. RENEWAL AGREEMENT On 1 April 2005, the Company and the Manager entered into the Renewal Agreement. Parties The Company and the Manager. Terms The Company and the Manager entered into the Renewal Agreement to extend the term of the Investment Management Agreement for two years commencing on 4 April 2005. The basis of the calculation of the management fee and performance fee payable by the Company to the Manager is on the same basis as the one set out in the Investment Management Agreement. Details of the basis of the calculation of the management fee and performance fee are set out below in the section headed "Consideration". Pursuant to the Renewal Agreement, the Manager will manage and supervise all of the Investments and provide various administrative services to the Company in accordance with the Investment Management Agreement, as amended by the Renewal Agreement. Consideration The Company will pay a management fee to the Manager of 1.5% per annum (based on a 360-day year) of the Net Asset Value of the Company, calculated and accrued daily and payable in arrears to the Manager at the end of the calendar month. The Manager will also be entitled to receive a performance fee from the Company calculated by reference to the increase in the Net Asset Value per Share as at the relevant Performance Fee Valuation Day. The next Performance Fee Valuation Day will be 31 December 2005. A performance fee will be payable to the Manager if the Net Asset Value per Share (as defined below), calculated on the relevant Performance Fee Valuation Day, is greater than the Base Net Asset Value per Share (as defined below). The fee payable shall be 12% of the appreciation in the Net Asset Value per Share (as defined below), calculated as at the Valuation Point on the relevant Performance Fee Valuation Day over the Base Net Asset Value per Share (as defined below) for each Share then in issue, calculated as follows: (A-B) x C x D / E Where: