09:38     PANVA GAS HOLD<08132> - Ann. & Resumption of Trading (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.                   
                                                                              
    This announcement appears for information purposes only and does not      
    constitute an invitation or offer to acquire, purchase or subscribe for   
    any securities.                                                           
                                                                              
            SINOLINK WORLDWIDE HOLDINGS LIMITED        PANVA GAS HOLDINGS     
    LIMITED        ENERCHINA HOLDINGS LIMITED                                 
            (Incorporated in Bermuda with limited liability)                  
    (Incorporated in the Cayman Islands with limited liability)               
    (Incorporated in Bermuda with limited liability)                          
            (Stock Code: 1168)        (Stock Code : 8132)        (Stock Code  
    : 622)                                                                    
                                                                              
    JOINT ANNOUNCEMENT                                                        
                                                                              
            MAJOR TRANSACTION                VERY SUBSTANTIAL ACQUISITION     
                            AND                                               
                            CONNECTED TRANSACTION                             
                                                                              
    THE ACQUISITION AGREEMENT                                                 
    The respective boards of directors of Sinolink, Enerchina and Panva Gas   
    are pleased to announce that on 7 April 2005, Sinolink and Enerchina      
    entered into the Acquisition Agreement, pursuant to which Sinolink        
    agreed to sell, and Enerchina agreed to purchase, the Sale Shares,        
    constituting the respective entire issued share capital of Kenson and     
    Supreme All. Kenson and Supreme All hold 381,298,462 and 169,491,525 PG   
    Shares respectively, representing approximately 40.47% and 17.98% of the  
    issued share capital of Panva Gas respectively.                           
                                                                              
    The Consideration shall be HK$1,753,231,957.10, which is equivalent to    
    the total market value of the PG Shares held by Kenson and Supreme All    
    respectively calculated based on the closing price of the PG Shares as    
    stated in the Stock Exchange's quotation sheet on the Valuation Date      
    (being HK$3.30) less the Deductible. The Consideration shall be           
    satisfied by the allotment and issue credited as fully paid to Sinolink   
    of 2,540,915,880 Consideration Shares by Enerchina on the Completion      
    Date at the Issue Price. Based on the Issue Price, the Consideration      
    Shares would have a total market value of approximately                   
    HK$1,753,231,957.10 as at the Valuation Date.                             
                                                                              
    MAJOR TRANSACTION                                                         
    The Disposal constitutes a major transaction for Sinolink under the       
    Listing Rules and will accordingly be subject to the approval of the      
    Sinolink Shareholders. Pursuant to Rule 14.44(2) of the Listing Rules, a  
    written approval has been obtained from Asia Pacific which, as at the     
    date of this announcement, holds approximately 58.56% in nominal value    
    of the shares of Sinolink giving the right to attend and vote at a        
    special general meeting to approve the Disposal. No general meeting of    
    the Sinolink Shareholders will need to be convened as all the conditions  
    set out in Rule 14.44 of the Listing Rules have been met by Sinolink. As  
    no Sinolink Shareholder has a material interest in the Disposal, no       
    Sinolink Shareholder is required to abstain from voting if Sinolink were  
    to convene a special general meeting for the approval of the Disposal. A  
    circular containing, amongst other things, details of the Disposal will   
    be sent to the Sinolink Shareholders in accordance with the relevant      
    requirements of the Listing Rules.                                        
                                                                              
    VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION                    
    The Acquisition constitutes a very substantial acquisition for Enerchina  
    under the Listing Rules and will accordingly be subject to the approval   
    of the Enerchina Shareholders at a special general meeting of Enerchina.  
                                                                              
    As the Acquisition involves the allotment and issue of the Consideration  
    Shares by Enerchina, an application will be made by Enerchina to the      
    Stock Exchange for the listing of and permission to deal in the           
    Consideration Shares to be issued by Enerchina on the Completion Date.    
                                                                              
    As at the date of this announcement, Sinolink, the controlling            
    shareholder of Enerchina, and its associates beneficially own             
    approximately 62.37% of the issued share capital of Enerchina. Sinolink   
    is therefore a connected person of Enerchina. Accordingly, the            
    Acquisition constitutes a connected transaction for Enerchina under the   
    Listing Rules and is subject to the approval of the independent           
    shareholders of Enerchina at a special general meeting of Enerchina. The  
    voting in respect of the approval of the resolutions regarding the        
    Acquisition will be conducted by way of poll. Sinolink and its            
    associates will abstain from voting on such resolutions.                  
                                                                              
    An independent board committee of Enerchina comprising Mr. Lu Yungang     
    has been formed to give recommendation to the independent shareholders