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Enviro Energy International Holdings Limited
環能國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
Website: http://www.enviro-energy.com.hk
(Stock Code: 8182)
ANNOUNCEMENT
CO-OPERATIVE AGREEMENT
POTENTIAL ACQUISITION
AND
RESUMPTION OF TRADING
Reference is made to the announcement dated 5 December 2007 made by the Company in respect of
the Project. Capitalised terms used herein shall have the same meanings as those defined in the
announcement dated 5 December 2007 unless the context otherwise requires.
The Board is pleased to announce that the Company has entered into the Co-operative Agreement with
Petromin and CUCBM on 25 January 2008.
This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules to provide information
on the Co-operative Agreement.
The Company is also in negotiations of the Potential Acquisition.
Shareholders and/or investors should note that the Potential Acquisition may or may not proceed,
as no formal binding acquisition agreement has been executed among the parties and discussions
are still in process. Accordingly, Shareholders and/or investors are advised to exercise caution
when dealing in the shares of the Company.
At the request of the Company, trading in its shares was suspended with effect from 3:01 p.m. on 24
January 2008 pending the issue of this announcement. Application has been made by the Company for
the resumption of trading in its shares on m. on 29 January 2008.
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The board of directors of the Company (the “Board”) is pleased to announce that the Company has
entered into a co-operative agreement (the “Co-operative Agreement”) with Petromin and CUCBM on
25 January 2008 in respect of the Project (as defined below). Details of the Co-operative Agreement are
set out below.
The Board noted the unusual decrease in price and increase in trading volume of the shares of the
Company and wishes to state that it is not aware of any reason for such fluctuation, save for the Co-
operative Agreement and the Potential Acquisition (as defined below).
CO-OPERATIVE AGREEMENT
Date: 25 January 2008
Parties: 1. CUCBM
2. Petromin
3. The Company
Major content of the Co-operative Agreement
1. Purpose of the Co-operative Agreement
By the Co-operative Agreement, the parties enter into a co-operation (the “Co-operation”) in
accordance with the laws of the People’s Republic of China. The exclusive purpose of the Co-
operation will be to jointly evaluate and implement deep un-mineable coal CO
2
sequestration and
enhanced coalbed methane production project in China (the “Project”) of which the nature is
primarily research and to enhance recovery and efficiency in the production of CBM from the deep
un-mineable coal seams and CO
2
sequestration in deep coal.
2. Term of the Co-operation
The Co-operation begins on the date of execution of the Co-operative Agreement and will continue
to be effective in full force for 5 years or until terminated as provided in the Co-operative Agreement.
3. Business Management
A joint project steering committee (the “JPSC”) will have full authority to bind the parties in all
matters relating to the direction, control and management, including, but not limited to approval of
annual work plan and budget of the Co-operation. The JPSC will consist of four representatives, of
which two from CUCBM, one from Petromin and one from the Company.
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4. Duties of the parties
Each party will be responsible for its respective duties as follows:
Party Duties Description
CUCBM CUCBM will be the operator of the Project and will be
in charge of all the operational matters in the Project
including field testing, data collection, operation, site
equipment and materials and providing technicians,
engineers, geologists and others to conduct all the
necessary work on-site in the first phase of the Project.
The Company and Petromin The Company, Petromin and Alberta Research Council
will conduct the site selection, single well testing design,
simulation work and analysis, and all the engineering
and geological analysis in the first phase of the Project.
5. Capital Contributions
Each of the parties will contribute to the capital of the Co-operation, in cash or property in agreed
upon value. The respective contribution of the parties in the first phase of the Project is as follows:
Party Contribution Description Agreed Value
CUCBM All field work including wells drilling, RMB6,440,000
operation, materials, services, etc. (equivalent to
HK$6,955,200
approximately)
The Company and Petromin Engineering design and study, simulation RMB3,460,000
technology and analysis, materials, etc. (equivalent to
HK$3,736,800
approximately)
(to be borne by
the Company and
Petromin in equal
shares)
An additional RMB15,000,000 (equivalent to HK$16,200,000 approximately) or more will be funded
by the parties for the second phase of the Project. The capital contribution of each party in the
second phase will be decided by the JPSC through amicable consultation.
6. Co-operation Interests
CUCBM, Petromin and the Company will be entitled to 60%, 20% and 20% of the income, intellectual
property and/or benefits derived from the Co-operation respectively.
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Reasons and benefits of the signing of the Co-operative Agreement
The Project will be a milestone project for the clean development of China’s deep CBM reserves. The
Project will be a key step towards reducing CO
2
emissions (and therefore global warming) while enhancing
energy supply. CO
2
geological storage is viewed as one of the most promising mechanisms to store large
quantities of captured CO
2
emissions. The Directors believe that the Co-operative Agreement is in the
best interest of the shareholders of the Company as a whole.
POTENTIAL ACQUISITION
The Company is also in negotiations of a potential acquisition of the interests in a Canada company
engaged in the exploration for oil and natural gas (the “Potential Acquisition”).
Shareholders of the Company (the “Shareholders”) and/or investors should note that the Potential
Acquisition may or may not proceed, as no formal binding acquisition agreement has been executed
among the parties and discussions are still in process. Accordingly, Shareholders and/or investors
are advised to exercise caution when dealing in the shares of the Company.
GENERAL
This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules to provide information on
the Co-operative Agreement and the Potential Acquisition.
At the request of the Company, trading in its shares was suspended with effect from 3:01 p.m. on 24
January 2008 pending the issue of this announcement. Application has been made by the Company for
the resumption of trading in its shares on the Stock Exchange with effect from 9:30 a.m. on 29 January
2008.
Save for the Co-operative Agreement and the Potential Acquisition disclosed herein, we confirm that
there are no negotiations or agreements relating to any intended transactions which are discloseable
under Chapters 19 and 20 of the GEM Listing Rules, neither is the Board aware of any matter discloseable
under the general obligation imposed by Rule 17.10 of the GEM Listing Rules, which is or may be of
price-sensitive nature.
Translation of RMB into HK$ is made in this announcement, for illustration only, at the rate of RMB1 to
HK$1.08.
By Order of the Board
Enviro Energy International Holdings Limited
Chan Wing Him Kenny
Chairman
Hong Kong, 28 January 2008
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As at the date of this announcement, the executive Directors of the Company are Mr. Chan Wing Him
Kenny and Mr. Chan Man Ching, the non-executive Director is Dr. Arthur Ross Gorrell, and the
independent non-executive Directors are Mr. Lo Chi Kit, Mr. Poon Lai Yin, Michael and Mr. Tam Hang
Chuen.
This announcement, for which the Directors collectively and individually accept full responsibility, 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: (1) the information contained in this announcement is accurate and complete
in all material respects and not misleading; (2) there are no other matters the omission of which would
make any statement in this announcement misleading; and (3) all opinions expressed in this announcement
have been arrived at after due and careful consideration and are founded on bases and assumptions that
are fair and reasonable.
This announcement will remain on the website of GEM at www.hkgem.com on the “Latest Company
Announcements” page for at least 7 days from the date of publication and the website of the Company at
www.enviro-energy.com.hk.
Announcement in respect of Co-operative Agreement, Potential Acquisition and Resumption of Trading |
