MAJOR TRANSACTION INVOLVING DISPOSAL OF SALE SHARES AND SALE LOANS AND RESUMPTION OF TRADING

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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: 00228) MAJOR TRANSACTION INVOLVING DISPOSAL OF SALE SHARES AND SALE LOANS AND RESUMPTION OF TRADING The Board announces that on 22 May 2009 (after trading hours), the Vendor, a wholly-owned subsidiary of the Company, entered into the Disposal Agreements with the Purchaser, an Independent Third Party, whereby the Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares and the Sale Loans for an aggregate consideration of HK$9,025,801.16, which shall be settled in cash upon Completion. The Sale Shares represent the entire issued ordinary shares of Dragongem, Jing Hua and More Development and the Sale Loans represent all amounts due to the Vendor by each of Jing Hua and More Development as at the date of the Disposal Agreements. The Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the approval of the Shareholders at the EGM. As no Shareholder has any interest in the Disposal which is different from other Shareholders, no Shareholder is required to abstain from voting in respect of the proposed ordinary resolution to approve the Disposal Agreements at the EGM. A circular containing, among other things, details of the Disposal Agreements and a notice of EGM will be despatched to the Shareholders as soon as possible. Resumption of trading Trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 25 May 2009 pending the release of this announcement at the request of the Company. Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 27 May * For identification purpose only 1

2 THE DISPOSAL AGREEMENTS Date 22 May 2009 Parties Vendor: Purchaser: Hon Po International Limited Speedy Fortune Limited The Purchaser is principally engaged in investment holding. To the best of the information, knowledge and belief of the Directors having made all reasonable enquiry, some of the ultimate beneficial shareholders of the Purchaser are also directors of Dragongem, Jing Hua and More Development. However, as none of them hold more than 30% of the shareholding of the Purchaser, the Purchaser is an Independent Third Party. Assets to be disposed The assets to be disposed comprise of the Sale Shares, representing the entire issued ordinary shares of each of Dragongem, Jing Hua and More Development, and the Sale Loans, representing all amounts due to the Vendor by each of Jing Hua and More Development as at the Completion Date. Consideration The aggregate Consideration of HK$9,025, comprises of: (a) HK$100 payable on Dragongem Sale Shares; (b) HK$10,000 payable on Jing Hua Sale Shares and HK$3,845, payable on Jing Hua Sale Loan; and (c) HK$100 payable on More Development Sale Shares and HK$5,169, payable on More Development Sale Loan. The Consideration shall be paid by the Purchaser to the Vendor in cash upon Completion. The Consideration was arrived at after arm s length negotiations between the parties with reference to (a) the audited consolidated net liabilities of the Disposed Group as at 31 December 2008 of approximately HK$2,160,000 and (b) the face value of the Sale Loans of HK$9,015, as at 30 April In the event that the aggregate amount of the Sale Loans as at the Completion Date is more than or less than HK$9,015,601.16, the Consideration shall be adjusted by increasing or reducing (as the case may be) the amount of the Consideration payable by the Purchaser to the Vendor upon Completion on a dollar-for-dollar basis. In light of the above, the Directors (including the independent non-executive Directors) consider that the Consideration is fair and reasonable. Conditions Precedent Completion is conditional upon the following conditions being fulfilled and remaining fulfilled or waived by the Purchaser as at Completion: (a) the passing of the necessary resolution(s) by the shareholders of the Company (other than those (if any) who are required to abstain from voting under the Listing Rules) at a general meeting of the Company to approve and ratify the Vendor s entry into of the Disposal Agreements and the performance of the transactions contemplated thereunder in accordance with the Listing Rules; 2

3 (b) (c) the warranties in the Disposal Agreements remaining true and accurate in all material respects and not misleading in any material respect at Completion as if repeated at Completion and at all times between the date of the Disposal Agreements and Completion; and all necessary statutory governmental and regulatory obligations having been complied with and all necessary regulatory authority in Hong Kong, governmental and third party consents and approvals (including those person entitled to any pre-emption rights) and waivers for the purposes of the transactions contemplated under the Disposal Agreements having been obtained without any conditions (or subject to other conditions reasonably acceptable to the Parties). If any of the above conditions precedent has not been fulfilled (or waived by the Purchaser) on or before the Long Stop Date, either the Vendor or the Purchaser shall be entitled to rescind the Disposal Agreements by giving written notice to the other and the provisions of the Disposal Agreements shall from such date have no further force and effect and no party to the Disposal Agreements shall have any liability (without prejudice to the rights of the parties in respect of any antecedent breaches). Completion Completion shall take place on or before the Completion Date or such other date as may be agreed by Vendor and the Purchaser in writing subject to the satisfaction or waiver of the above conditions precedent. INFORMATION ON THE COMPANY AND THE GROUP The Company is principally engaged in investment holding. The current principal activities of the Group include operating a chain of Chinese restaurants in Hong Kong. The natural gas business in Macau was disposed by the Company on 12 December 2008 as disclosed in the Company s announcement dated 15 December However, the Company still maintains its long-term confidence on natural gas and natural resources industries and is looking for investment opportunities in these industries. INFORMATION ON THE DISPOSED GROUP Dragongem is a company incorporated in Hong Kong and is wholly and beneficially owned by the Vendor. Dragongem is principally engaged in operating a Chinese restaurant in Hong Kong. Dragongem is the legal and beneficial owner of the entire issued share capital of Wisetex Development Limited ( Wisetex ) and Vice Bo Investments Limited ( Vice Bo ) which are investment holding companies. Wisetex and Vice Bo are the legal and beneficial owners of 32.97% and 34.06% of the entire issued capital of Oriental Team Investments Limited ( Oriental Team ) respectively. Oriental Team is a dormant company. Jing Hua is a company incorporated in Hong Kong and is wholly and beneficially owned by the Vendor. Jing Hua is principally engaged in operating a Chinese restaurant in Hong Kong. Jing Hua is the legal and beneficial owner of the entire issued share capital of Jing Hua Restaurant Limited, which is a dormant company. More Development is a company incorporated in Hong Kong and is wholly and beneficially owned by the Vendor. More Development is principally engaged in investment holding. More Development is the legal and beneficial owner of the entire issued share capital of Bestcase Hong Kong Limited, which is principally engaged in operating a Chinese restaurant in Hong Kong. 3

4 FINANCIAL INFORMATION ON THE DISPOSED GROUP The following are the audited consolidated financial information on the Disposed Group for the two years ended 31 December 2007 and 2008 which were prepared in accordance with the accounting policies of Hong Kong Financial Reporting Standards and are extracted from the audited consolidated financial statements of the Disposed Group: For the year ended For the year ended 31 December December 2007 (HK$ 000) (HK$ 000) Turnover 145, ,000 (Loss)/profit before taxation (3,881) 6,795 (Loss)/profit after taxation (3,881) 6,795 Net (liabilities)/assets (2,162) 1,719 Total assets 27,842 35,623 As at 31 December 2008, the audited consolidated net liabilities of the Disposed Group was approximately HK$2,160,000. REASONS FOR AND BENEFITS OF THE DISPOSAL The Hong Kong economy had a negative growth in the first quarter of The year of 2009 will also be a difficult year for the Group to operate the Chinese restaurant business. The Chinese restaurant business continues to face the high price of raw material, demand from the customers to reduce price and the intensive competitive market in Hong Kong. Having considered the loss making position of these three Chinese restaurants for the financial year of 2008 and the fact that the leases for 2 of the 3 disposed restaurants are up for renewal in June/ July 2009, the Board considers that (i) the Disposal would provide a good opportunity for the Group to discontinue the business of these three Chinese restaurants and will enable the Group to avoid any further losses that will possibly be incurred by the Disposed Group in view of the uncertain operating environment in Hong Kong; (ii) it enables the Group to focus its resources in the remaining profit making Chinese restaurants; (iii) the Disposal would also provide additional cash and allow the Group to redeploy its resources to other investment opportunities and (iv) no further capital injection will be required for disposed companies. The Board is therefore of the opinion that the Disposal represents a good opportunity for the Company to dispose the Disposed Group. Following the Disposal, the Group will continue to operate two profitable Chinese restaurants in Tokawan and Hung Hom. The unaudited revenue derived from the remaining two restaurants for the first three months of 2009 was approximately HK$22 million. Furthermore, these two restaurants contributed approximately 40% of the total gross revenue (i.e. approximately HK$97 million) of the Group for the year ended 31 December The Directors (including the independent non-executive Directors) are of the view that the terms of the Disposal Agreements are on normal commercial terms, which are fair and reasonable and the entering into of the Disposal Agreements is in the interests of the Company and the Shareholders as a whole. FINANCIAL EFFECT OF THE DISPOSAL The Directors estimates that upon Completion, the Group is expected to record a gain from the Disposal of approximately HK$2,170,000, representing the difference between the proceeds of the par value ordinary shares from the Disposal of approximately HK$10,000 and the audited consolidated net liabilities of the Disposed Group attributable to the Group of approximately HK$2,160,000 as at 31 December Upon Completion, the Disposed Group will cease to be a subsidiary of the Company and its financial results will not be consolidated into the Group s financial statements. 4

5 USE OF PROCEEDS The Directors expect that the net proceeds from the Disposal of approximately HK$8,600,000 (after deducting all relevant fees and expenses) will be used for general working capital of the Group. LISTING RULES IMPLICATIONS The Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the approval of the Shareholders at the EGM. As no Shareholder has any interest in the Disposal which is different from other Shareholders, no Shareholder is required to abstain from voting in respect of the proposed ordinary resolution to approve the Disposal Agreements at the EGM. A circular containing, among other things, details of the Disposal Agreements and a notice of EGM will be despatched to the Shareholders as soon as possible. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 25 May 2009 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 27 May DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein: Board Company Completion Completion Date Consideration Directors Disposal Disposal Agreements the board of Directors China Energy Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange (stock code: 00228) the completion of the sale and purchase of the Sale Shares and Sale Loan under the Disposal Agreements the third business day after fulfillment or waiver (if applicable) of all the conditions precedent immediately prior to Completion) or such other date as the Vendor and the Purchaser may agree in writing the consideration payable by the Purchaser to the Vendor for the Disposal the directors of the Company the disposal of the Sale Shares and the Sale Loans by the Vendor to the Purchaser pursuant to the Disposal Agreements collectively Dragongem Agreement, Jing Hua Agreement and More Development Agreement 5

6 Disposed Group Dragongem Dragongem Agreement Dragongem Sale Shares EGM Group Hong Kong HK$ Independent Third Party(ies) Jing Hua Jing Hua Agreement Jing Hua Sale Loan Jing Hua Sale Shares Listing Rules Long Stop Date a group of companies consisting of Dragongem, Jing Hua and More Development Dragongem Development Limited, a company incorporated in Hong Kong and wholly and beneficially owned by the Vendor the conditional sale and purchase agreement dated 22 May 2009 and entered into between the Purchaser and the Vendor in relation to the disposal of Dragongem Shares an aggregate of 100 ordinary shares of HK$1.00 each in Dragongem, representing the entire issued ordinary shares of Dragongem, to be sold by the Vendor to the Purchaser pursuant to Dragongem Agreement the extraordinary general meeting to be held by the Company to consider and, if thought fit, approve the Disposal Agreements and the Disposal the Company and its subsidiaries the Hong Kong Special Administrative Region of the People s Republic of China Hong Kong dollars, the lawful currency for the time being of Hong Kong any person who himself is, and (in the case of corporate entity) its ultimate beneficial owners are, to the best of the Directors knowledge, information and belief, having made all reasonable enquiries, third parties independent of the Company and the connected person (as defined in the Listing Rules) of the Company Jing Hua (Allied) Limited, a company incorporated in Hong Kong and wholly and beneficially owned by the Vendor the conditional sale and purchase agreement dated 22 May 2009 and entered into between the Purchaser and the Vendor in relation to the disposal of Jing Hua Sale Shares and Jing Hua Sale Loan all the interests, benefits and rights of and in the shareholders loans owed by Jing Hua to the Vendor as at the date of Jing Hua Agreement in the amount of HK$3,845, an aggregate of 10,000 ordinary shares of HK$1.00 each in Jing Hua, representing the entire issued ordinary shares of Jing Hua, to be sold by the Vendor to the Purchaser pursuant to Jing Hua Agreement the Rules Governing the Listing of Securities on the Stock Exchange on or before 31 July 2009 or such other date as may be agreed in writing between the Purchaser and the Vendor 6

7 More Development More Development Agreement More Development Sale Loan More Development Sale Shares Purchaser Sale Loans Sale Shares Shares Shareholder(s) Stock Exchange Vendor More Development Limited, a company incorporated in Hong Kong and wholly and beneficially owned by the Vendor the conditional sale and purchase agreement dated 22 May 2009 and entered into between the Purchaser and the Vendor in relation to the disposal of More Development Sale Shares and More Development Sale Loan all the interests, benefits and rights of and in the shareholders loans owed by More Development to the Vendor as at the date of More Development Agreement in the amount of HK$5,169, an aggregate of 100 ordinary shares of HK$1.00 each in More Development, representing the entire issued ordinary shares of More Development, to be sold by the Vendor to the Purchaser pursuant to More Development Agreement Speedy Fortune Limited, an Independent Third Party collectively Jing Hua Sale Loan and More Development Sale Loan collectively Dragongem Sale Shares, Jing Hua Sale Shares and More Development Sale Shares ordinary shares of HK$0.05 each in the capital of the Company holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited Hon Po International Limited, a company incorporated in the British Virgin Island and a wholly-owned subsidiary of the Company % per cent. By Order of the Board China Energy Development Holdings Limited Chui Kwong Kau Executive Director Hong Kong, 26 May 2009 As at the date of this announcement, the board of directors of the Company comprises Mr. Chan Wai Keung, Mr. Chan Shi Yung, Mr. Chui Kwong Kau and Mr. Wang Xiang Jun as executive directors; and Mr. Chang Kin Man, Mr. Ip Wing Lun and Ms. Li Yuen Yu, Alice as independent non-executive directors. 7