中国环境资源集团有限公司.PDF

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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. CHINA ENVIRONMENTAL RESOURCES GROUP LIMITED 中國環境資源集團有限公司中國環境資源集團有限公司 中國環境資源集團有限公司中國環境資源集團有限公司 (formerly known as “Benefun International Holdings Limited 奮發國際控股有限公司奮發國際控股有限公司*”) 奮發國際控股有限公司奮發國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1130) DISCLOSEABLE TRANSACTION CONDITIONAL ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF TRIPLE HARVEST ISSUE OF CONSIDERATION SHARES CONDITIONAL ACQUISITION On 28 December 2009, Cathay as the vendor and the Company as the purchaser entered into the Agreement, pursuant to which Cathay has conditionally agreed to sell the Sale Shares, and the Company has conditionally agreed to purchase the Sale Shares, at an aggregate consideration of HK$114,700,000. The aggregate consideration in the sum of HK$114,700,000 will be satisfied as to (i) HK$700,000 by cash and (ii) HK$114,000,000 by the issue to Cathay of the Consideration Shares (at HK$0.08 per Share) by the Company upon Completion. The transactions contemplated under the Agreement are conditional and may or may not proceed. Accordingly, Shareholders and prospective investors are reminded to exercise