11:21 HK CONSTRUCTION<00190> - Announcement (2) The Project Companies are established for engagement in the construction of and operation/management of two 30 megawatts wind power plants in Heilongjiang, the PRC. The total investment and registered capital of each of Project Companies are RMB300 million and HK$100 million respectively. To the best of the Directors' knowledge and after having made all reasonable enquiry, the Transferor, APC and their respective ultimate beneficial owners are independent third parties to the Company, are not connected persons of the Company and are not connected to the directors, chief executive or substantial shareholders of the Company, or its subsidiaries and their respective associates (as defined in the Listing Rules). The Wind Power Acquisition constitutes a discloseable transaction for the Company under Rule 14.06 of the Listing Rules. A circular containing, among others, further particulars of the Wind Power Acquisition will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules. 1. INTRODUCTION The Board wishes to announce that pursuant to the Equity Transfer Agreements both dated 29 March 2005, the Company through Sinoriver, its wholly-owned subsidiary, agreed to acquire from the Transferor: (a) 29% of the registered capital of Project Company I; and (b) 75% of the registered capital of Project Company II. Details of the Equity Transfer Agreements are summarised below. 2. THE EQUITY TRANSFER AGREEMENTS Date: 29 March 2005 Parties: In respect of the Equity Transfer Agreement I: (a) Transferor: Asia Wind Power Investment Limited (b) Transferees: Sinoriver and APC In respect of the Equity Transfer Agreement II: (a) Transferor: Asia Wind Power Investment Limited (b) Transferee: Sinoriver The Transferor is a private Hong Kong company and, to the best of the knowledge of the Directors after making all reasonable enquiry, its principal business is investment holding of the Project Companies. It is currently the sole shareholder of Project Company I. Upon establishment (expected to be near the end of April 2005), Project Company II will also be wholly owned by the Transferor prior to completion of the Equity Transfer Agreement II. APC is a 70% owned subsidiary of Asia Power Corporation Limited which is incorporated in the Republic of Singapore and whose securities are listed on the Singapore Exchange Securities Trading Limited. To the best of the knowledge of the Directors after making all reasonable enquiry, the