10:11 <01168> & <00622> - Joint Announcement & Resumption (3) (b) the licences, authorisations, consents, registrations, confirmations, waivers and other approvals (the "Approvals") necessary or desirable for the completion of the Acquisition Agreement by Sinolink having been granted by the requisite person, entity, governmental, court, regulatory or other bodies on terms satisfactory to Enerchina including (but not limited to): (i) a written confirmation from the SFC confirming that completion of the Acquisition Agreement will not give rise to any takeover implications under the Code; (ii) any Approvals required from holders of any shares, notes, bonds, instruments, redeemable notes, convertible bonds, derivatives or other securities of Panva Gas, Kenson or Supreme All ("Securities") for the transfer of the Sale Shares; and (iii) any Approvals required from any pledgee, mortgagee, chargee or Encumbrancer of the PG Shares or Securities for the transfer of the Sale Shares; (c) save and except for the release of the obligations of the Kenson Note, all releases from any pledgee, mortgagee, chargee, or Encumbrancer of all Encumbrances on, over or affecting the PG Shares or Securities; (d) the passing at a general meeting of the Enerchina Shareholders of a resolution to approve the purchase of the Sale Shares and all other necessary resolutions to increase the authorised share capital of Enerchina and to authorise the allotment and issue of the Consideration Shares in the agreed form or without material amendments to the agreed form; and (e) the Approvals necessary or desirable for the completion of the Acquisition Agreement by Enerchina having been granted by the requisite person, entity, governmental, court, regulatory or other bodies, amongst others, including (but not limited to): (i) the Stock Exchange's approval for the listing of and permission to deal in the Consideration Shares and any announcement or circular of Enerchina to be issued in connection with the Acquisition Agreement or the transactions contemplated thereunder; and (ii) if necessary, any Approvals required from the Bermuda Monetary Authority for the allotment and issue of the Consideration Shares. Completion Completion of the Acquisition Agreement shall take place on the Completion Date when evidence of the fulfillment of the Conditions shall be produced by the relevant parties. If any Condition is not satisfied or waived on or before the End Date (or such other date as the parties may agree in writing) then the Acquisition Agreement shall terminate. II. SHAREHOLDING STRUCTURES OF SINOLINK, ENERCHINA AND PANVA GAS Reference is made to the Announcement. As stated in the Announcement, Enerchina has applied for an extension of the waiver to restore the Public Float until 18 April 2005. As at the date of this announcement, Enerchina has not yet restored the Public Float. The following charts show the respective shareholding structures of Sinolink, Enerchina and Panva Gas immediately before and after completion of the Acquisition/Disposal respectively: (a) Immediately before completion of the Acquisition/Disposal (i) assuming that there is no placing down of the existing Enerchina Shares by Sinolink immediately before completion of the Acquisition/Disposal Mr. Ou Yaping Mr. Ou Yaping and family Public and other shareholders 100% Asia Pacific 0.27% 41.17% 0.65% 58.56% Sinolink 62.37% (Note 1) 100% 100%