10:10 <01168> & <00622> - Joint Announcement & Resumption (2) has been formed to give recommendation to the independent shareholders of Enerchina in respect of the Acquisition. DBS Asia Capital Ltd has been appointed as the independent financial adviser to advise the independent board committee and the independent shareholders of Enerchina. A circular containing, amongst other things, (i) details of the Acquisition; (ii) advice of the independent financial adviser; (iii) recommendation of the independent board committee; and (iv) a notice convening a special general meeting of Enerchina to approve the Acquisition, will be sent to the Enerchina Shareholders in accordance with the relevant requirements of the Listing Rules. SUSPENSION AND RESUMPTION OF TRADING Trading in the respective shares of Sinolink, Enerchina and Panva Gas on the Stock Exchange have been suspended at the request of Sinolink, Enerchina and Panva Gas respectively from 9:30 a.m. on 4 April 2005 pending the release of this announcement. Sinolink, Enerchina and Panva Gas have applied to the Stock Exchange for the resumption of trading in their respective shares on the Stock Exchange with effect from 9:30 a.m. on 8 April 2005. I. THE ACQUISITION AGREEMENT Date 7 April 2005 Parties (1) Seller: Sinolink (2) Buyer: Enerchina 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. Sinolink has been a controlling shareholder (as defined under the Listing Rules) of Enerchina for the last 24 months immediately preceding the date of the Acquisition Agreement. Assets to be acquired The Sale Shares, which will be fully paid-up shares owned by Sinolink on the Completion Date, will constitute the respective entire issued share capital of Kenson and Supreme All on the Completion Date. The net asset value of the Sale Shares was approximately HK$1,009,288,000 as at 31 December 2004, taking into account that all loans due from/to Kenson and Supreme All with respect to Sinolink will be eliminated prior to the Completion Date. Based on a closing price of HK$3.30 per PG Share as stated in the Stock Exchange's daily quotation sheet on the Valuation Date, the total market value of the PG Shares held by Kenson and Supreme All respectively was approximately HK$1,817,606,957.10 as at the Valuation Date. Consideration 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. The Consideration has been arrived at after arm's length negotiations between Sinolink and Enerchina with reference to, amongst other things, the total market value of the PG Shares held by Kenson and Supreme All respectively with reference to the closing price of the PG Shares as at the Valuation Date and the business prospects of Panva Gas. Conditions precedent Completion of the Acquisition Agreement is conditional upon, amongst other things, the fulfillment or waiver of the following conditions on or before the End Date (or such other date as the parties may agree in writing): (a) at any time prior to the Completion Date, the current listing of the PG Shares not having been withdrawn, the PG Shares continuing to be traded on GEM of the Stock Exchange (save for any temporary suspension pending any announcement in connection with the Acquisition Agreement and the transactions contemplated thereunder) and the Stock Exchange not having indicated that they shall object to such listing and no circumstances existing based on which the SFC could exercise its powers to direct a suspension in dealings in the PG Shares;