10:18 MILLENNIUM GP<00260> - 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. MILLENNIUM GROUP LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 260) RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND CHANGE OF COMPANY NAME The Board announces that all special and ordinary resolutions were duly passed at the EGM held on 15th April, 2005. The change of the name of the Company is subject to the issue of the relevant certificate of incorporation on change of name by the Companies Registry in Hong Kong. Further announcement will be made by the Company when the change of the name of the Company has become effective and on the adoption of a new stock short name for trading in the Shares on the Stock Exchange as well as arrangement for new and existing share certificates. Reference is made to the announcements of the Company dated 28th February and 14th March, 2005 and the circular of the Company dated 22nd March, 2005 (the "Circular") in relation to, among others, the change of the name of the Company, the Master Agreement, the Facility Agreement, the adoption of the Share Option Scheme and the grant of the Repurchase Mandate (collectively, referred to as the "Proposal" hereinafter), and the notice of the EGM published by the Company on 22nd March, 2005 (the "Notice"). Unless otherwise specified, capitalised terms used herein have the meanings ascribed thereto in the Circular. RESULTS OF THE EGM The EGM was held on 15th April, 2005 to consider and, if thought fit, approve the resolutions for the Proposal. As at the date of the EGM, the total number of Shares in issue was 3,349,516,755. In view of the interests of Ms. Ka in Beijing Sinogas, Ms. Ka and her associates were required to abstain from voting in respect of ordinary resolutions numbered 2 and 3 set out in the Notice approving the Master Agreement and the Transactions including the Annual Caps as well as the Facility Agreement and the provision of the Facility including the Facility Limit at the EGM. As at the date of the EGM, Ms. Ka and her associates did not hold, control or were entitled to exercise control over the voting right in respect of any Shares. Accordingly, the total number of Shares entitling Shareholders to attend and vote on the special and ordinary resolutions at the EGM was 3,349,516,755 or 100% of the total issued share capital of the Company. No Shareholder was entitled to attend but was required to vote only against the resolutions at the EGM. Special resolution numbered 1 and ordinary resolutions numbered 4, 5 and 6 set out in the Notice in respect of the change of the name of the Company, the adoption of the Share Option Scheme, the grant of the Repurchase Mandate and the extension of the existing general mandate respectively were duly passed by way of show of hands at the EGM. Ordinary resolutions numbered 2 and 3 set out in the Notice were voted by way of poll. Set out below are the results of voting thereon at the EGM: Ordinary resolutions Number of Shares (%) For Against 2. To approve the Master Agreement and the Transactions including the Annual Caps 885,002,500 (100%) NIL 3. To approve the Facility Agreement and the provision of the Facility including the Facility Limit 885,002,500 (100%) NIL Accordingly, ordinary resolutions numbered 2 and 3 were duly passed by way of poll at the EGM. Tengis Limited, the share registrar of the Company, acted as the scrutineer for the vote-taking at the EGM.