C&G ENVIRONMENTAL PROTECTION HOLDINGS LIMITED (the Company ) (Incorporated in Bermuda on 24 September 2004) (Registration No: 35842)

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1 C&G ENVIRONMENTAL PROTECTION HOLDINGS LIMITED (the Company ) (Incorporated in Bermuda on 24 September 2004) (Registration No: 35842) THE PROPOSED DISPOSAL OF THE ENTIRE ISSUED AND PAID UP SHARE CAPITAL OF ITS WHOLLY-OWNED SUBSIDIARY, CHGU GROUP TECHNOLOGY HOLDINGS INTERNATIONAL LTD CONSTITUTING A MAJOR TRANSACTION UNDER CHAPTER 10 OF THE LISTING MANUAL 1. INTRODUCTION 1.1 Further to the announcements made by the Company on 29 March 2010 and 12 May 2010 in relation to the entry by the Company into a Memorandum of Understanding ( MOU ) with Hou Shiqing ( 侯世清 ) (the Purchaser ), the Board of Directors of the Company ( Board ) is pleased to announce that the Company had on 9 June 2010 entered into a conditional sale and purchase agreement (the SPA ) with the Purchaser for the proposed sale of the entire issued and paid-up share capital of its wholly-owned subsidiary, CHGU Group Technology Holdings International Ltd ( CHGU ) (the Proposed ). 1.2 The Company has been primarily engaged in the business of manufacture and distribution of poly ethylene terephthalate ( PET ) chips and yarn products for the textile industry in the People s Republic of China ( PRC ) (the Yarn and PET chips Business ) through CHGU and its group of subsidiaries. CHGU is a private company incorporated in the British Virgin Islands ( BVI ) having its registered office at P.O.BOX 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. It is an investment holding company, holding the shares of various subsidiaries, namely New King Fiber Tech Limited, CHGU Chemical Fiber Investment Ltd, CHGU Textile Investment Ltd, Boju (Shanghai) Eco-technology Company Limited, Longyan CHGU Chemical Fiber Co., Ltd, and Longyan CHGU Textile Co., Ltd.. CHGU and its group of subsidiaries are engaged in the Yarn and PET chips Business. 2. THE PROPOSED DISPOSAL 2.1 The SPA Pursuant to the SPA, the Purchaser shall purchase from the Company the entire issued and paidup share capital of its wholly owned subsidiary, CHGU, comprising 1000 issued and fully paid up ordinary shares of US$1 each ( Sale Shares ). 2.2 Consideration for the Proposed The consideration for the sale of the Sale Shares shall be the sum of US$45.8 million (the Consideration ). The Consideration was arrived at after arm s length negotiations and agreed upon on a willing buyer-willing seller basis, taking into account the net tangible asset value of the Group as at 31 March 2010 and its net profit after tax for the period ended 31 March The Consideration of US$45.8 million is lower than the minimum amount of US$49 million envisaged in the MOU mainly due to the loss attributable to the Yarn and PET chips Business for 1Q The Consideration shall be paid by the Purchaser via the transfer of immediately available funds in US$ into such bank account as shall be stipulated by the Company in accordance with the manner set out below: 1

2 (a) (b) a sum of US$9,160,000 (being 20% of the Consideration), on the despatch of the Company s circular to Shareholders for the purposes of obtaining approval from its shareholders at a special general meeting to be convened for the Proposed. For the purposes of the settlement of the Consideration hereunder, the sum of US$650, paid by the Purchaser to the Vendor pursuant to the MOU as good faith deposit shall be treated as part payment towards the sum payable; and the balance sum of US$36,640,000 (being 80% of the Consideration), on completion of the SPA. 2.3 Conditions Precedent Completion of the Proposed is conditional, upon, inter alia: (a) (b) (c) (d) the Company having received from a firm of independent financial advisers an opinion that the Proposed are on normal commercial terms and are not prejudicial to the interests of the Company and its shareholders; the Company having received the approval from its shareholders at a special general meeting to be convened for the Proposed ; where applicable, all other necessary consents, licences and approvals required under the laws and regulations of Singapore, Bermuda, BVI and the PRC or elsewhere, in connection with the execution, delivery and performance of the SPA by the Company and the Purchaser, having been obtained and shall be in full force and effect on or before the date of Completion (or such other date as the parties hereto may agree in writing) and if any such consents, licenses and approvals are obtained subject to any conditions, where such conditions affect any of the Parties, such conditions being acceptable to the party concerned and if such conditions are required to be fulfilled prior to the date of Completion, are fulfilled prior to such date; and the Company and the Purchaser not having received notice of any injunction or other order, directive or notice restraining or prohibiting, whether in Singapore, Bermuda, BVI and the PRC or elsewhere, the consummation of the transactions completed in the SPA and there being no action, whether in Singapore, Bermuda, BVI and the PRC or elsewhere, seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such injunction, other order or action which is threatened If any of the above conditions precedent is not fulfilled on the date of Completion or waiver, if capable of being waived by the relevant Party, or if prior to the date of Completion each of the Company and the Purchaser s obligations in the SPA are not fulfilled, then either party may at any time prior to the date of Completion in addition to and without prejudice to its other rights and remedies by notice in writing to the other party rescind the SPA whereupon it shall be deemed to be rescinded ab initio and of no further force or effect save for such rights and remedies as shall have accrued in favour of that party. 3. THE PROPOSED DISPOSAL AS A MAJOR TRANSACTION 3.1 Based on the unaudited financial statements of the Company for the financial period ended 31 March 2010 ( FP 2010 ), the relative figures of the Proposed computed on the bases set out in Rule 1006(a) to (d) of the Listing Manual are as follows: 2

3 Relative figures under Rule 1006 Rule 1006(a) Net asset value of the assets to be disposed of 358,398 (RMB 000) Net asset value of the Group (RMB 000) 1,473,931 Size of relative figure 24.3% Rule 1006(b) Net profits (attributable to the disposed assets for 416 FP2010 (RMB 000) Net profits of the Group for FP2010 (RMB 000) 141,431 Size of relative figure 0.3% Rule 1006(c) Aggregate value of the consideration given (RMB 000) 312,814 Market capitalisation of the Company as at 8 June 941, , being the full market day immediately preceding the date of the SPA on which the Shares were traded (RMB 000) Size of relative figure 33.2% Rule 1006(d) Number of equity securities to be issued by the issuer as consideration for the Proposed ( 000) Number of equity securities in issue ( 000) Size of relative figure Not applicable Not applicable Not applicable Note:- (1) Based on the exchange rate of US$1.00:RMB6.83 and US$1.00:RMB4.84 as at 8 June As the relative figures under Rules 1006 (a) and (c) of the Listing Manual exceed 20% as set out above, the Proposed constitutes a major transaction as defined under Chapter 10 of the Listing Manual. Accordingly, the Proposed is subject to the approval of Shareholders. 4. RATIONALE FOR THE PROPOSED DISPOSAL 4.1 The Company had, on 9 February 2010 successfully completed the acquisition of its business of investment, construction, operation and maintenance of waste incineration power plants through Build-Operate-Transfer (BOT) investment schemes in the PRC, the generation of electricity with thermal power from the incineration of waste at such waste incineration power plants, and the sale of electricity arising thereof (the WTE Business ). 4.2 The Company is of the view that the Yarn and PET chips Business is becoming increasingly competitive. The Company and its subsidiaries (the Group ) has been battling with declining margins and sales in this business. With the acquisition of the new WTE Business in the rapidly growing waste-to-energy industry in the PRC, the Group is now open to the option of divesting its Yarn and PET chips Business. 4.3 The Company is also of the view that Proposed would enable it to focus its efforts on the development of its newly acquired WTE Business and the proceeds from the Proposed would also be channeled into the capital intensive WTE Business. 3

4 5 FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 5.1 Assumption 5.2 NTA The pro forma financial effects on the net tangible assets ( NTA ) per share, the earnings per share and the share capital of the Company on a consolidated basis are set out below. The pro forma financial effects which have been prepared based on the audited consolidated financial results of the Company for FY 2009 and the unaudited consolidated financial result of the Company for the three months ended 31 March 2010 respectively, are purely for illustration purposes only and do not reflect the actual financial position of the Company and its subsidiaries after completion of the Proposed. For illustrative purposes only and assuming the Proposed had been completed on 31 December 2009 and 31 March 2010 respectively, the pro forma financial effects on the consolidated NTA of the Company for FY 2009 and the three month ended 31 March 2010 are as follows: As at 31 December 2009 As at 31 March 2010 After Proposed Before Proposed Before Proposed After Proposed NTA (RMB 000) 848, , , ,586 NTA per share (RMB cents) Earnings For illustrative purposes only and assuming that the Proposed had been completed on 31 December 2009 and 31 March 2010 respectively. The pro forma financial effects on the consolidated earnings of the Company for FY 2009 and the three month ended 31 March 2010 are as follows: As at 31 December 2009 As at 31 March 2010 After Proposed Before Proposed Before Proposed After Proposed Profit/ )(loss) after tax and minority interest (RMB 000) 27,959 (19,425) 139,495 92,111 Earning/ (loss) per share (RMB cents) 6.0 (4.2) INDEPENDENT FINANCIAL ADVISER 6.1 An Independent Financial Adviser ( IFA ) will be appointed to provide an opinion on whether the terms of Proposed are fair and reasonable and not prejudicial to the interests of the Company and its shareholders. The opinion of the IFA in respect of the Proposed will be set out in the circular to Shareholders in relation to the. The IFA would be appointed at the appropriate time after this announcement. 4

5 7 INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS AND SUBSTANTIAL SHAREHOLDERS 7.1 Directors The interests of the Directors in the Shares as at 9 June 2010 are set out below: Direct Interest Deemed Interest No. of Shares % No. of Shares % Executive Directors Lam Chik Tsan ,991, Lin Yan ,991, Substantial Shareholders The interests of the Substantial Shareholders in the Shares as at 9 June 2010 are set out below: Direct Interest No. of Shares % No. of Shares Deemed Interest % Substantial Shareholders C&G Group (Hong Kong) Limited 686,991, Lam Chik Tsan (1) ,991, Lin Yan (1) ,991, Note: (1) Deemed to be interested in all shares held by C&G Group (Hong Kong) Limited. 7.3 Save as disclosed above, none of the Directors, executive officers, controlling Shareholders or their associates has any interest, direct or indirect, in the Proposed. 8 RECOMMENDATION OF THE DIRECTORS 8.1 The Directors of the Company will consider the opinion of the IFA and will form a view as to whether the terms of the Proposed are fair and reasonable and whether the Proposed is prejudicial to the interests of the Company and its minority shareholders which will be announced subsequently and set out in a shareholders circular to be dispatched to Shareholders in due course for the purpose of convening the special general meeting ( SGM ). 9 CIRCULAR 9.1 A shareholders circular containing, inter alia, the notice of the SGM in relation to the Proposed will be dispatched to Shareholders in due course. 10 RESPONSIBILITY STATEMENT 10.1 The Directors of the Company (including any Director who may have delegated detailed supervision of the preparation of this announcement) have collectively and individually accepted full responsibility for the accuracy of the information given in this announcement and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, the facts 5

6 stated and opinions expressed in this announcements are fair and accurate in all material aspects as at the date hereof, and that there are no material facts the omission of which would make this announcement misleading. 11 DOCUMENTS AVAILABLE FOR INSPECTION 11.1 A copy of the SPA are available for inspection during normal business hours at the office of the Company s Singapore Share Transfer Agent, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd) at 8 Cross Street, #11-00 PWC Building, Singapore , for a period of 3 months from the date of this announcement. BY ORDER OF THE BOARD Lam Chik Tsan Executive Chairman C&G Environmental Protection Holdings Limited 9 June 2010 CIMB Bank Berhad, Singapore Branch, was the financial adviser to the Company for the acquisition of the entire issued share capital of C&G Environmental Protection International Limited and its subsidiaries ( Financial Adviser ). The Financial Adviser assumes no responsibility for the contents of this announcement. 6