DISCLOSEABLE TRANSACTION PROPOSED ACQUISITION OF A PRC NATURAL GAS COMPANY IN WUHU CITY, ANHUI PROVINCE, THE PRC

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8117) DISCLOSEABLE TRANSACTION PROPOSED ACQUISITION OF A PRC NATURAL GAS COMPANY IN WUHU CITY, ANHUI PROVINCE, THE PRC On 17 December 2014 (after trading hours), the Purchaser entered into the Acquisition Agreement with the Vendor to acquire the Sale Capital for a total consideration of RMB37,500,000. The Target Company is a company established in Wuhu City, Anhui Province, the PRC and is principally engaged in natural gas transport and pipeline construction, management and related products and services. As the applicable percentage ratios as calculated under Rule of the GEM Listing Rules in respect of the Acquisition and the transactions contemplated thereunder are more than 5% but less than 25%, the transactions contemplated under the Acquisition Agreement constitute a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules. PROPOSED ACQUISITION OF A PRC NATURAL GAS COMPANY The Board is pleased to announce that on 17 December 2014 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor to acquire the Sale Capital, representing an aggregate of 75% registered capital of the Target Company, for a total consideration of RMB37,500,000. The principal terms of the Acquisition Agreement are set out below. THE ACQUISITION AGREEMENT Date : 17 December 2014 (after trading hours) Parties : (i) the Purchaser, a wholly-owned subsidiary of the Company; and (ii) the Vendor, Independent Third Party. 1

2 The Vendor is an individual and is a merchant. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Vendor is Independent Third Party. Assets to be acquired Pursuant to the Acquisition Agreement, the Purchaser agreed to purchase and the Vendor agreed to sell the Sale Capital subject to and upon the terms of the Acquisition Agreement. The Sale Capital comprises 75% registered capital of the Target Company. As at the date of this announcement and prior to the entering into of the Acquisition Agreement, the Vendor is the beneficial owner of 75% registered capital of the Target Company. Consideration The consideration for the Acquisition is RMB37,500,000 which shall be satisfied by the Purchaser in the following manner: (a) (b) (c) within 15 working days after, among others, (i) the transfer of the title of Sale Capital to the Purchaser and (ii) the parties to the Acquisition Agreement confirming that the Target Company does not have any undisclosed liabilities, reduction in asset value and reduction in net asset value, the Purchaser shall pay RMB24,000,000; within 15 working days after the Target Company obtained the necessary license and completion of phase I engineering works of the gas supply project of the Target Company, the Purchaser shall pay RMB11,500,000; and the remaining balance of the consideration shall be payable by the Purchaser after (i) fulfillment of the requirements mentioned above and (ii) there being no noncompliance of warranties and undertakings after 3 months of the effective date of the Acquisition Agreement. The consideration was determined after arm s length negotiations with reference to, among others, the registered capital of the Target Company and the business potential of the Target Company. The Vendor undertakes and warrants, among others, that the net asset value of the Target Company as at the date of transfer of the Sale Capital shall be not less than RMB42,847,700. If there are any undisclosed liabilities or reduction in asset value, the Vendor shall be responsible to compensate the Target Company in respect of such undisclosed liabilities and the Purchaser shall be entitled to adjust the consideration accordingly. 2

3 The Directors, including the independent non-executive Directors, are of the view that the consideration payable by the Purchaser under the Acquisition Agreement is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Effective Date The Acquisition Agreement shall be effective from the date of the Acquisition Agreement subject to compliance with relevant laws and regulations. Completion Completion will take place on the date of completion of registration of the transfer of Sale Capital with relevant authority. After completion, the Target Company will become an indirectly non wholly-owned subsidiary of the Company. INFORMATION OF THE TARGET COMPANY The Target Company is a company established in Wuhu City, Anhui Province, the PRC and is principally based in Anhui Province, the PRC and is in the course of development and expansion. The principal activities of the Target Company include natural gas transport and pipeline construction, management and related products and services. The registered capital of the Target Company is RMB50,000,000. The Target Company has obtained approvals to construct and operate high-pressure, long-distance natural gas pipelines that start from the West to East Gas Transmission gate station in Wuhu City and end at Fanchang County. The Target Company will complete phase I engineering works in Wuhu City Economic & Technological Development Zone and is expected to provide natural gas supply for Wuhu Tunghsu Photovoltaic Technology Company Limited # and the designed gas supply shall be 250,000 cubic meter daily. The unaudited financial information of Target Company for the two years ended 31 December 2012 and 2013 and prepared in accordance with accounting principles generally accepted in the PRC are as follows: For the year ended For the year ended 31 December December 2013 HK$ 000 HK$ 000 Loss before taxation 1,289 2,342 Loss after taxation 1,289 2,342 Net asset value 22,066 57,224 3

4 REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTION The Company is an investment holding company and the Group is principally engaged in manufacture and sale of polyethylene pipes, sale of composite materials, transmission and distribution of natural gas. The Board has been looking for possible investing opportunities with a view to increasing the value of the Company. The Company is optimistic on the prospects of the natural gas industry in the PRC and the business prospect of the Target Company. In June 2014, the Group has acquired 70% equity interest of Can Guang Petrochemical (Fujian) Co., Ltd and set up a joint venture company Shenzhen China Primary Tianyin Energy Company Limited in Shenzhen City in August in the same year. These projects are all related to natural gas business, and also represent the Group s emphasis on the natural gas business. From a view of the overall market condition, the continued economic growth and urbanisation in the PRC has spiked the demand for energy in the PRC. In order to diversify energy base and reduce reliance on more polluting energy sources such as coal and crude oil, the PRC government has, in recent years, taken measures to promote the development and utilisation of less polluting energy sources. Natural gas is considered a cleaner substitute for conventional energy sources such as coal and crude oil. The PRC government places significant emphasis on the rapid development of natural gas industry under the 12th Five Year Plan to diversify its energy sources and reduce carbon emission. To increase natural gas supply, the West to East Gas Transmission pipelines were constructed with the support of the PRC government to bring natural gas from the Xinjiang Autonomous Region to the coastal regions of the PRC. Construction of the second phase of the West to East Gas Transmission pipelines from Central Asia and the Sichuan to East pipelines from the gas-rich Sichuan Province to coastal regions have been completed. Construction of the West to East Gas Transmission Phase 3, Myanmar to Yunnan gas pipelines as well as LNG terminals in coastal cities of the PRC are actively in progress. Construction of upstream gas pipelines and LNG receiving terminals are actively in progress. All these measures will greatly boost the availability of natural gas in the PRC and will continue to offer significant opportunity for the Target Group along with the future growth in the downstream gas industry in the PRC. In Anhui Province, currently there are two main state gas transmission pipelines West to East Gas Transmission and Sichuan to East passing through Anhui Province. According to the situation of the gas branch lines that has been built or under construction in Anhui Province, the pipeline gas sources are available in the 17 provincial cities in Anhui Province other than Huangshan City. The province s natural gas consumption was 1.5 billion cubic meters in the first half of 2014, representing an increase of 12.7% as compare to the corresponding period of last year. 4

5 In the 12th Five-Year Plan period, with the acceleration of urbanization and industrialization in Wuhu City and industrial transfer of the city-cluster along the Yangtze River in Anhui, demand for natural gas in Wuhu City will grow rapidly. It is expected that consumption of natural gas in Wuhu City will reach 2.19 billion cubic meters, representing an average annual increase of 28.6%. The gas supply in Wuhu City could not meet the total amount of contractual gas consumption in Wuhu City, and a shortage in supply situation thus arises. The direct-supply and long-distance natural gas pipeline under construction by the Target Company will help satisfy the demand for natural gas arising from the rapid development of the downstream market. The Directors consider that the entering into of the Acquisition Agreement and the transactions contemplated thereunder represent an opportunity for the Group to extend its natural gas business division and to diversify its revenue stream, and it s also expected to bring synergistic effects to the Target Company and the existing projects of the Group itself, and enhance long-term growth potential of the natural gas business. There will be a significant room for the Target Company s future business development in terms of natural gas for industrial use. Taking into account of the above, the Directors, including the independent non-executive Directors, are of the view that the Acquisition is in the interests of the Company and the terms of the Acquisition Agreement are fair and reasonable and in the interests of the Shareholders as a whole. GEM LISTING RULES IMPLICATION As the applicable percentage ratios as calculated under Rule of the GEM Listing Rules in respect of the Acquisition and the transactions contemplated thereunder are more than 5% but less than 25%, the transactions contemplated under the Acquisition Agreement constitute a discloseable transaction on the part of the Company under Chapter 19 of the GEM Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein: Acquisition Acquisition Agreement Board the acquisition of the Sale Capital under the Acquisition Agreement the agreement dated 17 December 2014 and entered into between the Purchaser and the Vendor in relation to the Acquisition the board of Directors 5

6 Company connected persons Directors GEM GEM Listing Rules Group Hong Kong China Primary Energy Holdings Limited (formerly known as China Primary Resources Holdings Limited ), a company incorporated in the Cayman Islands with limited liability and the issued Shares are listed on GEM (stock code: 8117) has the meaning ascribed to it under the GEM Listing Rules directors of the Company from time to time the Growth Enterprise Market of the Stock Exchange the Rules Governing the Listing of Securities on the GEM the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Independent Third Party(ies) any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are not connected persons of the Company and are third parties independent of the Company and its connected persons in accordance with the GEM Listing Rules PRC Purchaser Sale Capital Shares Shareholders the People s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ( ) (China Primary Energy (Shenzhen) Limited) #, a limited liability company established in the PRC and a wholly-owned subsidiary of the Company 75% registered capital of the Target Company ordinary shares of HK$ each in the share capital of the Company holders of the Shares 6

7 Stock Exchange Target Company Vendor HK$ RMB The Stock Exchange of Hong Kong Limited (Wuhu Shengyuteng Natural Gas Pipeline Company Limited) #, a limited liability company established in the PRC (Mr. Shi Linghang) #, an individual Hong Kong dollars, the lawful currency of Hong Kong Renminbi, the lawful currency of the PRC % per cent. Hong Kong, 17 December 2014 By order of the Board China Primary Energy Holdings Limited Ma Zheng Chairman # The English translation of Chinese names or words in this announcement, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names and words. As at the date of this announcement, the Board comprises Ms. MA Zheng, Mr. PAN Feng and Mr. WONG Pui Yiu who are the executive Directors, and Mr. WAN Tze Fan Terence, Mr. CHUNG Chin Keung and Mr. WANG Xiao Bing who are the independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibilities, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for at least 7 days from the date of its publication and on the Company s designated website at 7