CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2009

May 15, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chinese People Holdings Company Limited, (the “Company”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

CHINESE PEOPLE HOLDINGS COMPANY LIMITED 中民控股有限公司[*]

(incorporated in Bermuda with limited liability)

(stock code: 681)

MAJOR TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at the Boardroom, Basement 2, Wharney Guang Dong Hotel Hong Kong, 57-73 Lockhart Road, Wanchai, Hong Kong on Wednesday, 3 June 2009 at 9:30 a.m. is set out on pages 29 to 31 of this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the special general meeting if you so wish.

18 May 2009

• For identification purposes only

CONTENTS

Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix II – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Beijing Zhongmin”	北京中民燃氣有限公司(Beijing Zhongmin Gas Company
	Limited)#, a company established in Beijing, the PRC, a wholly
	owned subsidiary of the Company and the vendor to the Sale
	and Purchase Agreement II
“Board”	board of the Directors
“Brilliant China”	Brilliant China Investments Limited, a company incorporated
	in the British Virgin Islands, whose entire issued share capital
	is beneficially owned by the Company
“Business Day”	a day (other than a Saturday) on which licensed banks are
	generally open for business in Hong Kong throughout their
	normal business hours
“Company”	Chinese People Holdings Company Limited（中民控股有
	限公司）*, a company incorporated in Bermuda with limited
	liability, whose issued Shares are listed on the main board of
	the Stock Exchange
“Completion”	completion of the Sale and Purchase Agreement I and the Sale
	and Purchase Agreement II in accordance with the terms and
	conditions thereof
“connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“Consideration”	the sum of the Consideration I and the Consideration II
“Consideration I”	HK$323,663,905.59, being the total consideration receivable
	from the Disposal I
“Consideration II”	RMB$40,000,000, being the total consideration receivable
	from the Disposal II

– 1 –

DEFINITIONS

“Deposit”	HK$100,000,000 as deposit and part payment of the
	Consideration I and shall be payable by the Purchaser to the
	Company pursuant to the Sale and Purchase Agreement I
“Director(s)”	directors (including the independent non-executive directors)
	of the Company from time to time
“Disposal I”	the disposal of the Sale Share and the Sale Loan by the
	Company to the Purchaser pursuant to the Sale and Purchase
	Agreement I
“Disposal II”	the disposal of the Sale Equity by Beijing Zhongmin to
	Zhongran Gas pursuant to the Sale and Purchase Agreement II
“Disposals”	the Disposal I and the Disposal II
“Fujian Anran”	福建安然燃氣投資有限公司(Fujian Anran Gas Investment
	Company Limited)#, a company established in Fujian Province,
	the PRC, as to 54.55% of its equity interests is beneficially
	owned by Beijing Zhongmin and 45.45% of its equity interests
	beneficially owned by Zhongmin Zhongran
“Fujian Anran Group”	Fujian Anran together with its 10 branch offices and 19
	subsidiaries and 4 associated companies
“Group”	the Company and its subsidiaries
“Group Companies”	subsidiaries and associated companies
“Latest Practicable Date”	13 May 2009, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“PRC”	the People’s Republic of China, for the purpose of this circular
	excluding Hong Kong, Macau Special Administrative Region
	of the PRC and Taiwan

– 2 –

DEFINITIONS

“Purchaser”	China Gas Holdings Limited（中國燃氣控股有限公司）*, a
	company incorporated in Bermuda with limited liability, whose
	shares are listed on the main board of the Stock Exchange
“Purchaser Group”	the Purchaser and its subsidiaries
“Sale Equity”	3.55% of the equity interests in Fujian Anran which is
	beneficially owned by Beijing Zhongmin
“Sale Loan”	all the obligations, liabilities and indebtedness owing or
	incurred by Brilliant China to the Company, whether actual,
	contingent or deferred and irrespective whether or not the same
	is due and payable as at completion of the Sale and Purchaser
	Agreement I which as at 31 March 2009, amounted to the sum
	of HK$10,053,988.20
“Sale Share”	1 share of US$1.00 in Brilliant China, representing the entire
	issued share capital of Brilliant China and is beneficially
	owned by the Company
“Sale and Purchase	the agreement dated 26 April 2009 and entered into between
Agreement I”	the Purchaser and the Company in relation to the Disposal I
“Sale and Purchase	the agreement dated 26 April 2009 and entered into between
Agreement II”	Zhongran Gas and Beijing Zhongmin in relation to the
	Disposal II
“Sale and Purchase	the Sale and Purchase Agreement I and the Sale and Purchase
Agreements ”	Agreement II
“SFO”	Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be held and
	convened for the purpose of considering and, if thought
	fit, approving the Sale and Purchase Agreement I and the
	transactions contemplated thereunder
“Shareholder(s)”	holder(s) of the issued Share(s)

– 3 –

DEFINITIONS

“Shares”	ordinary shares of HK$0.07 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Group”	Brilliant China, Zhongmin Zhongran and 49% equity interests
	in the Fujian Anran Group
“Zhongmin Zhongran”	北京中民中燃貿易有限公司(Beijing Zhongmin Zhongran
	Trading Company Limited)#, a company established in Beijing,
	the PRC, a wholly owned subsidiary of Brilliant China
“Zhongran Gas”	中燃燃氣實業（深圳）有限公司(Zhongran Gas (Shenzhen)
	Company Limited)#, a limited liability company established
	and subsisting in Shenzhen, PRC, and a wholly owned
	subsidiary of the Purchaser
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“US$”	United States dollars, the lawful currency of the United States
“%”	per cent.

the English translations of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

• For identification purposes only

For the purpose of this circular, unless otherwise indicated, conversion of RMB into HK$ is calculated at the approximate exchange rate of RMB1.00 to HK$1.1347 and conversion of US$ into HK$ is calculated at the approximate exchange rate of US$1 to HK$7.80. This exchange rate is for illustration purpose only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at this or any other rate at all.

– 4 –

LETTER FROM THE BOARD

CHINESE PEOPLE HOLDINGS COMPANY LIMITED 中民控股有限公司[*]

(incorporated in Bermuda with limited liability)

(stock code: 681)

Executive Directors: Mr. Xu Ruixin Dr. Mo Shikang Mr. Zhang Hesheng Mr. Zhu Peifeng Mr. Jin Song Mr. Chu Kin Wang Peleus Independent non-executive Directors: Dr. Liu Junmin Mr. Tan Qinglian Mr. Sin Ka Man

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office: No. 36 BDA International Business Park No. 2 Jingyuan North Street Economic Technological Development Area Beijing, 100176, China

Principal place of business in Hong Kong: Unit 2113, 21st Floor, China Merchants Tower, 168-200 Connaught Road, Central Hong Kong 18 May 2009

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 28 April 2009, the Board announced that on 26 April 2009 (i) the Company has entered into the Sale and Purchase Agreement I with the Purchaser for the disposal of the Sale Share and the Sale Loan; and (ii) Beijing Zhongmin, a wholly owned subsidiary of the Company, has entered into the Sale and Purchase Agreement II with Zhongran Gas, a wholly owned subsidiary of the Purchaser for the disposal of the Sale Equity.

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to provide further details of the Disposals, the financial and general information of the Group and the notice of the SGM.

THE SALE AND PURCHASE AGREEMENT I

Date: 26 April 2009 Parties: (1) the Purchaser as purchaser; and (2) the Company as vendor

To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Purchaser is a third party independent of and not connected with the Company and any of its connected persons. The Purchaser is a company whose shares are listed on the main board of the Stock Exchange.

Assets to be disposed of

The Sale Share and the Sale Loan. Further details of the assets to be disposed of and the Target Group are set out under the paragraph headed “Information on the Target Group” below.

Consideration

The Consideration I for the Disposal I is HK$323,663,905.59, which has been and will be settled by the Purchaser in cash in the following manners:

• (a) HK$100,000,000 as deposit and part payment of the Consideration I was paid by the Purchaser to the Company on 7 May 2009;

• (b) HK$207,480,710.31 shall be payable by the Purchaser to the Company within ten Business Days after the passing by the Shareholders at the SGM of an ordinary resolution to approve the Sale and Purchase Agreement I and the transactions contemplated thereunder; and

• (c) the remaining HK$16,183,195.28 shall be payable by the Purchaser to the Company within ten Business Days after obtaining of new business license of Zhongmin Zhongran and Fujian Anran respectively and the completion of the amendments to the articles of association of Zhongmin Zhongran and Fujian Anran.

– 6 –

LETTER FROM THE BOARD

As security for the refund of the Deposit, the Company, the Purchaser and Beijing Zhongmin have executed a share charge (in an agreed form) in favour of the Purchaser, pursuant to which Beijing Zhongmin has charged 49% equity interests in Fujian Anran in favour of the Purchaser as security for the obligations of the Company to refund the Deposit with interest calculated at the rate of 5% per annum, if condition (iii) set out in paragraph headed “Conditions Precedent” below is not satisfied.

Conditions Precedent

Completion of the Disposal I shall be conditional upon and subject to:

• (i) the completion of necessary change of registration procedures in relation to the transfer of the Target Group and the completion of the amendments to the articles of association of Zhongmin Zhongran and Fujian Anran having been obtained;

• (ii) all necessary authorisations, licenses, consents and approvals required to be obtained in respect of the Sale and Purchase Agreement I and the transactions contemplated thereby having been obtained and continue to be valid; and

• (iii) the passing by the Shareholders at the SGM of an ordinary resolution to approve the Sale and Purchase Agreement I and the transactions contemplated thereunder.

Only conditions (i) and (ii) above are waivable under the Sale and Purchase Agreement I while condition (iii) above is not waivable. If the conditions have not been satisfied (or waived) on or before 31 August 2009, or such later date as the Company and the Purchaser may agree, the Company shall return all the monies already paid by the Purchaser (with interest) to the Purchaser in accordance with the paragraph headed “Refund of Monies” below. The Sale and Purchase Agreement I shall cease and determine, and thereafter neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

As at the Latest Practicable Date, none of the above conditions precedent had been satisfied.

Refund of monies

In the event that condition (iii) above is not fulfilled on or before 31 August 2009 or such later date as the Company and the Purchaser may agree, the Company shall, within ten Business Days after the date of the SGM, refund all the monies already paid by the Purchaser with interest calculated at the rate of 5% per annum to the Purchaser.

– 7 –

LETTER FROM THE BOARD

Completion

Completion of the Disposal I shall take place on the date falling the second Business Day after the fulfillment (or waiver) of the conditions precedent referred to above.

Post completion commitment of the Purchaser

Pursuant to the Sale and Purchase Agreement I, the Purchaser has undertaken to the Company that:

• (1) it shall pay or shall procure Zhongmin Zhongran to pay the outstanding registered capital of Fujian Anran in the sum of RMB80,000,000 following Completion in accordance with the articles of association of Fujian Anran; and

• (2) it shall within ten Business Days following Completion, repay or shall procure Zhongmin Zhongran to repay to the loan in the sum of RMB11,255,000 owed by Zhongmin Zhongran to Beijing Zhongmin.

THE SALE AND PURCHASE AGREEMENT II

Date: 26 April 2009 Parties: (1) Zhongran Gas as purchaser; and (2) Beijing Zhongmin as vendor

As at the date of the Sale and Purchase Agreement II, Beijing Zhongmin is wholly and beneficially owned by the Company. Beijing Zhongmin is, in turn, the beneficial owner of the 54.55% of the equity interests in Fujian Anran.

– 8 –

LETTER FROM THE BOARD

Assets to be disposed of

The Sale Equity. Further details of the Sale Equity are set out under the paragraph headed “Information on the Target Group” below.

Consideration

The Consideration II for the Disposal II is RMB40,000,000, which will be settled by the Purchaser in cash in the following manners:

• (a) RMB38,000,000 shall be payable on the same Business Day when the Purchaser has paid the HK$207,480,710.31 to the Company as set out in the paragraph headed “Consideration” under the Sale and Purchase Agreement I above; and

• (b) the remaining balance of RMB2,000,000 shall be payable within ten Business Days upon the completion of registration of transfer of the Sale Equity at the Administration for Industry and Commerce Bureau and obtaining of the amendments to the relevant provisions in the articles of association of Fujian Anran and completion of the Sale and Purchase Agreement I took place.

Management of the Fujian Anran Group

On the date the Deposit is made, the Purchaser Group shall be entitled to appoint staff to the Fujian Anran Group which will then be jointly managed by the Purchaser Group and the Group. All execution of documents with and payment to third parties shall only be made with the written consent of both parties. Upon Completion, the Purchaser shall be entitled to appoint directors to board of directors of Fujian Anran.

Basis of determining the consideration

The Consideration were determined after arm’s length negotiation between the Company (for itself and Beijing Zhongmin) and the Purchaser (for itself and Zhongran Gas) with reference to the total assets and the business prospects of the Target Group and the commercial synergies to be accrued with the future co-operation between the Group and the Purchaser Group, which is further elaborated under the paragraph headed “Information on the Target Group” below.

– 9 –

LETTER FROM THE BOARD

The Board (including the independent non-executive Directors) considers that the Sale and Purchase Agreements were entered into on normal commercial terms and their respective terms are fair and reasonable and the entering into of the Sale and Purchase Agreements is in the interest of the Company and the Shareholders as a whole.

INFORMATION ON THE PURCHASER AND ZHONGRAN GAS

The Purchaser is a company listed on the main board of the Stock Exchange and is an investment holding company.

The Purchaser Group is principally engaged in investment in, and operation and management of, gas pipeline infrastructure and the sale and distribution of piped natural gas and compressed natural gas in the PRC.

Zhongran Gas is a limited liability company established and subsisting in Shenzhen, the PRC, and a wholly owned subsidiary of the Purchaser.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Purchaser and Zhongran Gas is a third party independent of the Company and its connected persons.

INFORMATION ON THE TARGET GROUP

Brilliant China is an investment holding company incorporated in the British Virgin Islands with limited liability on 5 January 2004. As at the date of the Sale and Purchase Agreements, Brilliant China has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each, of which 1 share has been issued and is fully paid or credited as fully paid and is beneficially owned by the Company. Brilliant China is the sole shareholder of Zhongmin Zhongran.

Zhongmin Zhongran was established on 28 February 2008 in Beijing, the PRC. Its registered capital is HK$30,000,000. Zhongmin Zhongran is beneficially owned by Brilliant China. It is principally engaged in, among other matters, wholesale of gas equipment and parts, import and export business, technical consultation and technical service provider (Zhongmin Zhongran has not yet commenced business as at the Latest Practicable Date). As at the date of the Sale and Purchase Agreements, Zhongmin Zhongran is the beneficial owner of 45.45% of the equity interests in Fujian Anran.

– 10 –

LETTER FROM THE BOARD

Fujian Anran was established on 10 August 1999 in Fujian Province, the PRC. Its registered capital is RMB220,000,000, of which RMB140,000,000 has been duly paid up. As at the date of the Sale and Purchase Agreements, 45.45% of the equity interests in Fujian Anran is beneficially owned by Zhongmin Zhongran and 54.55% of the equity interests in Fujian Anran is beneficially owned by Beijing Zhongmin respectively. Fujian Anran is principally engaged in, among other matters, manufacture of gas equipment, facilities and parts, promotion of gas technology and gas pipeline engineering investment.

As at the date of the Sale and Purchase Agreements, Fujian Anran has directly and indirectly invested in 10 branch offices and 19 subsidiaries and 4 associated companies within Fujian Province and all are engaged in gas supply related business. The Fujian Anran Group possessed various license granted by the local governments in Fujian Province to operate and distribute piped gas within the areas as set out in each of the license for the terms of 10 years to 60 years respectively.

Set out below are the financial information of Brilliant China, Zhongmin Zhongran and the Fujian Anran Group (based on 100% equity interests) for the two years ended 31 December 2007 and 2008 according to PRC audited accounts, if applicable:

Brilliant China

	For the	For the
	year ended	year ended
	31 December	31 December
	2007	2008
	HK$	HK$
	(unaudited)	(unaudited)
Turnover	–	–
Loss before taxation	6,023	4,758
Loss after taxation	6,023	4,758

The net liabilities of Brilliant China as at 31 December 2008 was approximately HK$50,552.

– 11 –

LETTER FROM THE BOARD

Zhongmin Zhongran(incorporated on 28 February 2008)	For the
	year ended
	31 December
	2008
	RMB
	(unaudited)
Turnover	–
Loss before taxation	62,306
Loss after taxation	62,306

The net assets of Zhongmin Zhongran as at 31 December 2008 was RMB8,920,994.

The Fujian Anran Group

	For the	For the
	year ended	year ended
	31 December	31 December
	2007	2008
	Approximately	Approximately
	RMB	RMB
	(Audited)	(Audited)
Turnover	263,688,000	157,136,000
Profit before taxation	56,057,000	49,881,000
Profit after taxation	55,025,000	49,368,000

The audited net assets of the Fujian Anran Group as at 31 December 2008 (based on the PRC audited accounts) was approximately RMB293,035,000.

The total net assets of the Target Group as at 31 December 2008 was approximately HK$342,575,000.

– 12 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Group is principally engaged in the provision of gas fuel and gas pipeline connection, transportation and distribution of liquefied petroleum gas and retail of bottled liquefied petroleum gas and supply of video lottery operating system and equipment in the PRC.

In view that the Purchaser is a renowned operator in gas pipeline infrastructure and the sale and distribution of piped natural gas and compressed natural gas in the PRC, the Board expects the Purchaser, by acquisition of equity interests in the Target Group, will become a strategic partner of the Group in gas supply related business. The Target Group currently engages in gas supply related business in the PRC, which represents approximately 22% of the turnover of the Group for the six months ended 30 September 2008. After the Disposals, Brilliant China and Zhongmin Zhongran will cease to be subsidiaries of the Group but the Group remains as the major shareholder of Fujian Anran, of which the Group holds 51% of the equity interests. Fujian Anran will continue as a subsidiary of the Group. The Group will continue to benefit from the profits contribution by the Fujian Anran Group in the PRC.

As disclosed in the annual report of the Company for the year ended 31 March 2008, the Group operated at a loss. The financial position of the Group has been improved slightly as disclosed in the interim report of the Company for the six months ended 30 September 2008. The Directors consider that the Disposals represent a good opportunity for the Group to realise the part of its investments in the Target Group, to strengthen the financial position and to reduce the amount of liabilities of the Group.

The Board also considers the Disposals will provide further cash reserve to the Group which may be applied by the Group to finance future acquisitions which may or may not be in the principal line of business of the Group. For intended use of proceeds, please refer to the paragraph headed “Financial Effects of the Disposals and Intended Use of Proceeds” below.

Taking into account of the net assets value and future profits stream of the Target Group, the Board is of the view that the terms and conditions of the Disposals are fair and reasonable and the Disposals are in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE DISPOSALS AND INTENDED USE OF PROCEEDS

It is estimated that upon Completion the Group will record a gain on disposal of approximately HK$129.8 million being difference between (i) the aggregate of the net assets value of the Target Group be disposed of approximately HK$173 million as shown in the consolidated balance sheet of the Target Group as at 31 December 2008 and (ii) the goodwill attributable to the Fujian Anran Group of approximately HK$79 million. The calculation is based on the PRC accounting standard. The expected total gain is subject to review and confirmation by the Company’s auditors and will be recognised in the consolidated income statement of the Group for the year ending 31 March 2010.

The Board will apply the net sale proceeds of (a) approximately HK$68 million to invest in a joint venture company engaged in the development of software with intelligent electronic engineering technology, the development and operation of real estate development on lands with legitimate land use right, and industrial investment and trading (specific projects to be applied) by (i) make further capital injection of approximately HK$27 million and (ii) provide a loan in an amount of HK$41million to the independent third party for the capital; contribution to the same joint venture company, details of which may refer to the Company’s announcement dated 11 May 2009; and (b) US$21.4 million (approximately HK$167 million) to repay the outstanding convertible notes with interest accrued on its maturity date. As at the Latest Practicable Date, the Company does not have any other specific development and investment plans for the rest of the net sale proceeds.

Upon Completion, the financial results of Brilliant China and Zhongmin Zhongran will no longer be consolidated in the Group’s financial statements. Fujian Anran will become a non-wholly owned subsidiary of the Group. The Group will continue to benefit from the profits contribution by the Fujian Anran Group. The financial results of the Fujian Anran Group will continue be consolidated in the Group’s financial statements with minority interests in the net assets of Fujian Anran Group and separately from the Group’s equity therein. Accordingly, it is expected that the total assets of the Group will be increased by approximately HK$302.2 million, being the difference between the net cash proceeds and the goodwill disposed of HK$79 million, and total liabilities of the Group will remain no change as a result of the Disposals. Upon the Completion, the Group’s equity interests in Fujian Anran Group will decrease from 100% to 51%, thereby decreasing the Group’s share of profit in Fujian Anran Group by 49%.

There will be an immediate material impact, being the gain of disposal of the Target Group, on the earnings of the Group as a result of the Disposals, in which the final figure is yet to be confirmed upon Completion.

The Directors are of the view that the Disposals will not have any material adverse impact on the business operations and financial position of the Group, given that the Disposals represent an opportunity for the Group to realise its investment so as to deploy its resources to invest in new businesses that could broaden the revenue base and increase profitability of the Group.

– 14 –

LETTER FROM THE BOARD

GROUP STRUCTURE

The diagram below shows the structure of the Target Group and their ultimate shareholdings immediately before the Completion:

==> picture [256 x 330] intentionally omitted <==

----- Start of picture text -----

The Company
100% 100%
Beijing Zhongmin Brilliant China
54.55% 100%
Zhongmin Zhongran
45.45%
Fujian Anran
100% 100%
23 Group
10 branch offices
Companies
----- End of picture text -----

– 15 –

LETTER FROM THE BOARD

The diagram below shows the structure of the Target Group and their ultimate shareholdings immediately after the Completion:

==> picture [362 x 305] intentionally omitted <==

----- Start of picture text -----

100%
The Company The Purchaser
100%
Brilliant China
100%
Beijing Zhongmin Zhongmin Zhongran Zhongran Gas
51% 45.45% 3.55%
Fujian Anran
100% 100%
23 Group
10 branch offices
Companies
----- End of picture text -----

SGM

The Disposals constitute a major transaction on the part of the Company under the Listing Rules. The SGM will be held at the Boardroom, Baseueut 2, Wharney GuangDong Hotel Hong Kong, 57-73 Lockhart Road, Wanchai, Hong Kong on Wednesday, 3 June 2009 at 9:30 a.m. the notice of which is set out on pages 29 to 30 of this circular, to consider and, if thought fit, approve the ordinary resolution to approve the Disposal I and the transactions contemplated thereunder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, no Shareholder is required to abstain from voting at the SGM.

There is a form of proxy for use at the SGM accompanying this circular. Whether or not you will be able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less

– 16 –

LETTER FROM THE BOARD

than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

Pursuant to Rules 13.39(4) of the Listing Rules, the resolution proposed at the SGM will be taken by way of poll.

RECOMMENDATION

The Board considers that the terms of the Disposals are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution approving the Disposal I as set out in the notice of the SGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the financial information of the Group and the other information set out in the appendices to this circular.

By order of the Board Chinese People Holdings Company Limited Mr. Jin Song Managing and Executive Director

– 17 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS

As at the close of business on 31 March 2009, being the latest practicable date for ascertaining information regarding this indebtedness statement, the Group had (i) interest bearing bank borrowings in the amount of approximately HK$309,942,000, of which due within one year is HK$144,136,000; in the second year is HK$87,910,000; third to fifth years, inclusive is HK$34,066,000 and over five years is HK$43,830,000 respectively; (ii) amounts due to associates in the amount of HK$34,458,000 which was unsecured, non-interest bearing and repayable on demand; (iii) other loan in the amount of approximately HK$10,220,000, which was unsecured, interest bearing at rate ranging from 5.58% to 7.47% per annum and repayable within 1 year; and (iv) 2% convertible notes of US$20,000,000 with fair value of approximately HK$162,374,000 which will be due on 14 June 2009, resulting total indebtedness of approximately HK$516,994,000.

Pledge of assets

As at the close of business on 31 March 2009, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, certain of the Group’s assets have been pledged to secure the borrowings of the Group with details as follow:

Property, plant and equipment Investment properties Intangible assets – exclusive rights of operations Prepaid lease payments in respect of land use rights	HK$’000 16,336 11,458 51,461 22,415
	101,670

In addition to the above, the Group has also pledged its rights to receive fee income of certain subsidiaries in favour of banks to secure banking facilities granted to the Group as at 31 March 2009.

As at the close of business on 31 March 2009, the Group did not have any material contingent liabilities.

– 18 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid and apart from intra-group liabilities, and normal trade payables, the Group did not have any mortgages, charges or debentures, loan capital, bank overdrafts, loans or other similar indebtedness or any hire purchase commitments, liabilities under acceptances of acceptable credits or any guarantees or other contingent liabilities as at 31 March 2009.

For the purpose of the above indebtedness statement, foreign currency accounts have been translated into Hong Kong dollars at the approximate rates of exchange prevailing at the close of business on 31 March 2009.

2. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2008, being the date to which the latest audited financial statements of the Group were made up.

3. WORKING CAPITAL

The Directors, are of the opinion that, taking into accounts its internal resources and the existing credit facilities of the Group and upon the completion of the Disposals, the Group has sufficient working capital for its present requirements, that is for at least twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS

The Group will continue the effort in the expansion of the piped gas fuel and liquefied petroleum gas businesses in the PRC, and will persistently adhere to the diversified investment strategy and actively proceed with the on-going application of the welfare lottery operation, aiming at acquiring higher returns for the shareholders of the Company. Meanwhile, with the leadership of the Directors and the management, the Group will keep strengthening the management of the Company and tightening the control of risks.

Despite the slowdown of economic growth in the PRC under the shadow of global financial crisis, the long term growing trend is not affected. The PRC still experienced a rapid progress of industrialisation and urbanisation and the demand of gas fuel from industrial, commercial and household customers remained strong.

– 19 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Recently, the “Comments on Supporting the Fujian Province to Accelerate the Development of the Economic Zone on the West Coast of the Strait”（《關於支持福建省加快建設海峽西岸經濟 區的若干意見》）has been passed principally on the executive meeting of the State Council of the PRC. On the meeting, it was stated that due to the current substantial progress in the cross strait relationship, stronger measures should be adopted to further utilise the comparative advantages of the Fujian Province and trial, pioneer policies be implemented to accelerate the development of the Economic Zone on the West Coast of the Strait, aiming at promoting the economic and social development in a sound and fast manner. The economy and society of the Fujian Province, the key zone of the Economic Zone on the West Coast of the Strait, will experience rapid development. As such, new opportunities are emerged in the development of the Fujian Anran Group. It is believed that, under the common control of its shareholders, the Fujian Anran Group will bring the Shareholders with more munificent returns.

Presently, the global financial crisis shows no sign of ending. Although the industry which the Group operates has not yet been adversely affected by the crisis, the Group will maintain its crisis response strategies and adopt further corresponding measures in accordance with the changing situations to cope with the financial crisis.

– 20 –

GENERAL INFORMATION

APPENDIX II

(1) RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

(2) DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows:

(i) Long position in the Shares of the Company

						Percentage
				Number of		of aggregate
				underlying		interests to
		Number of shares		shares held		total number
	Personal	Family	Corporate	under equity		of shares
Name of Director	interests	interests	interests	derivatives	Total	in issue
Dr. Mo Shikang	–	–	1,000,798,5381	1,410,0002	1,002,208,538	24.55
Mr. Zhang Hesheng	3,710,0003	–	–	10,000,0002	13,710,000	0.34
Mr. Zhu Peifeng	2,600,0003	–	–	10,000,0002	12,600,000	0.31
Mr. Jin Song	–	–	–	10,000,0002	10,000,000	0.24
Mr. Chu Kin Wang
Peleus	–	–	–	8,000,0002	8,000,000	0.24
Dr. Liu Junmin	–	–	–	3,600,0002	3,600,000	0.09
Mr. Sin Ka Man	–	–	–	3,600,0002	3,600,000	0.09

– 21 –

GENERAL INFORMATION

APPENDIX II

Notes:

1. This represents interests held by Dr. Mo Shikang (“Dr. Mo”) through Asian Allied Limited (“Asian Allied”), which holds 1,000,798,538 shares of the Company registered under the name of Super Win Development Limited (“Super Win”), its wholly-owned subsidiary. Dr. Mo has 42.75% interest in Asian Allied, he is therefore deemed to be interested in 1,000,798,538 shares of the Company.

2. This represents interests in options held by the relevant Director as a beneficial owner to subscribe for the relevant underlying shares granted by the Company under the 2006 Share Option Scheme, details of which is set out in the section headed “Share options” below.

3. This represents interests held by the relevant Director as beneficial owner.

(ii) Share options:

		As at Latest
		Practicable	Exercise	Exercise
Category	Date of grant	Date	price	period
			HK$
Directors
Dr. Mo	02.04.2007	750,000	0.530	18.10.2007-
				01.10.2010
	15.10.2007	660,000	0.514	01.05.2008-
				14.04.2011
		1,410,000
Mr. Zhang Hesheng	02.04.2007	7,500,000	0.530	18.10.2007-
				01.10.2010
	15.10.2007	2,500,000	0.514	01.05.2008-
				14.04.2011
		10,000,000
Mr. Zhu Peifeng	02.04.2007	7,500,000	0.530	18.10.2007-
				01.10.2010
	15.10.2007	2,500,000	0.514	01.05.2008-
				14.04.2011
		10,000,000
Mr. Jin Song	02.04.2007	7,500,000	0.530	18.10.2007-
				01.10.2010
	15.10.2007	2,500,000	0.514	01.05.2008-
				14.04.2011
		10,000,000

– 22 –

APPENDIX II

GENERAL INFORMATION

Category Date of grant Mr. Chu Kin Wang Peleus 02.04.2007 15.10.2007 Dr. Liu Junmin 02.04.2007 15.10.2007 Mr. Sin Ka Man 02.04.2007 15.10.2007 Sub-total Continuous Contracts Employee 02.04.2007 15.10.2007 02.11.2007 04.01.2008 Sub-total

As at Latest Practicable Date Exercise price Exercise period HK$ 6,000,000 0.530 18.10.2007- 01.10.2010 2,000,000 0.514 01.05.2008- 14.04.2011 8,000,000 2,700,000 0.530 18.10.2007- 01.10.2010 900,000 0.514 01.05.2008- 14.04.2011 3,600,000 2,700,000 0.530 18.10.2007- 01.10.2010 900,000 0.514 01.05.2008- 14.04.2011 3,600,000 46,610,000 83,980,000 0.530 18.10.2007- 01.10.2010 36,230,000 0.514 01.05.2008- 14.04.2011 1,250,000 0.632 10.05.2008- 01.05.2011 20,000,000 0.382 17.07.2008- 03.07.2011 141,460,000

– 23 –

GENERAL INFORMATION

APPENDIX II

Category Date of grant Consultants 11.10.2006 02.04.2007 15.10.2007 Sub-total Agents 02.04.2007 15.10.2007 Sub-total Advisors 02.04.2007 15.10.2007 Sub-total Total	As at Latest Practicable Date Exercise price Exercise period HK$ 46,000,000 0.385 11.04.2007- 10.04.2010 59,382,000 0.530 18.10.2007- 01.10.2010 18,750,000 0.514 01.05.2008- 14.04.2011 124,132,000 26,540,000 0.530 18.10.2007- 01.10.2010 9,760,000 0.514 01.05.2008- 14.04.2011 36,300,000 13,610,000 0.530 18.10.2007- 01.10.2010 4,690,000 0.514 01.05.2008- 14.04.2011 18,300,000 366,802,000

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests and short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

– 24 –

GENERAL INFORMATION

APPENDIX II

(b) Director’s interest in assets and/or arrangement

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been since 31 March 2008, being the date to which the latest published audited consolidated accounts of the Group were made up, acquired or disposed of by or leased to any members of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group. As at the Latest Practicable Date, there was no contract or arrangement subsisting in which a Director was materially interested and which was significant in relation to the business of the Group as a whole.

(c) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders

So far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following person (not being Directors or chief executive of the Company) had, or was deemed to have, interests or short positions in the shares or underlying shares of the Company (including any interests in options in respect of such capital) which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Substantial shareholders of the Company:

				Number of
				underlying
				shares held	Approximate
				under equity	percentage of
			Number of	of shares	issued share
Name of Director		Nature of interest	Shares held	derivatives	capital
Super Win1		beneficial	1,000,798,538 (L)		24.52
Asian Allied1		Interest in controlled	1,000,798,538 (L)		24.52
		corporation
Merrill	Lynch & Co.,	Interest in controlled		264,609,815 (L)	6.48
Inc.2		corporation
(L)	Long position

– 25 –

GENERAL INFORMATION

APPENDIX II

Notes:

1. This represents interests held by Dr. Mo through Asian Allied, which holds 1,000,798,538 Shares registered under the name of Super Win, a wholly-owned subsidiary of Asian Allied. Dr. Mo has 42.75% interest in Asian Allied, he is therefore deemed to be interested in 1,000,798,538 Shares.

2. This represents interests held by Merrill Lynch & Co., Inc. (“Merrill Lynch“) through Indopark Holdings Ltd., a wholly-owned subsidiary of Merrill Lynch, which holds 264,609,815 underlying shares of the Company. Merrill Lynch is therefore deemed to be interested in 264,609,815 underlying shares of the Company.

Save as disclosed above, as at the Latest Practicable Date, the Directors and the chief executive of the Company were not aware of any other person (other than the Directors and the chief executive of the Company) who had, or was deemed to have, interest or short positions in the shares or underlying shares of the Company (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who are, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

(3) DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

(4) COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the management Shareholders (as defined in the Listing Rules) or their respective associates has any interest in a business which competes or may compete with the business of the Group or have or may have any conflicts of interests with the Group.

– 26 –

GENERAL INFORMATION

APPENDIX II

(5) LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

(6) MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) were entered into by the members of the Group within the two years immediately preceding the Latest Practicable Date and which is or may be material:

• (a) the agreement dated 24 October 2007 and entered into between Fujian Anran and 泉州 市燃氣有限公司(Quanzhou City Gas Company Limited[#] ) in relation to the disposal of 51% equity interests in 德化廣安天然氣有限公司 (Dehua Guang An Natural Gas Company Limited[#] ), a former wholly-owned subsidiary of Fujian Anran, by Fujian Anran to 泉州市燃氣有限公司(Quanzhou City Gas Company Limited[#] ) at a consideration of RMB28,600,000;

• (b) the agreement dated 31 December 2007 and entered into between Beijing Zhongmin and 合肥天安集團有限公司(Hefei Tian An Group Co. Ltd.[#] ), in relation to the disposal of 95% equity interests in 合肥天安經貿有限公司(Hefei Tian An Trading Co. Ltd.[#] ), a wholly owned subsidiary of Beijing Zhongmin, at a consideration of RMB127,604,000;

• (c) the agreement dated 31 December 2007 and entered into between Beijing Zhongmin and 馬春生先生 (Mr. Ma Chunsheng) in relation to the disposal of 5% equity interests in 合肥天安經貿有限公司(Hefei Tian An Trading Co. Ltd.[#] ) at a consideration of RMB6,716,000;

• (d) the Sale and Purchase Agreement I;

• (e) the Sale and Purchase Agreement II; and

• (f) the loan agreement dated 11 May 2009 and entered into between Yongheng Development Corporation Limited as borrower and the Company as lender in respect of borrowing of HK$41,000,000 for a term of 1 year at an interest rate of 5% per annum.

– 27 –

GENERAL INFORMATION

APPENDIX II

(7) MISCELLANEOUS

• (a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

• (b) The head office in Beijing and principal place of business of the Company in Hong Kong are located at No. 36 BDA International Business Park, No. 2 Jingyuan North Street, Economic Technological Development Area, Beijing, 100176, China and Unit 2113, 21st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong respectively.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The secretary of the Company is Ms. Li Fun Replen, who is an associate member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.

• (e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

(8) DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Unit 2113, 21st Floor, China Merchants Tower, 168-200 Connaught Road, Hong Kong, during normal business hours on any business day, from the date of this circular up to 3 June 2009:

• (a) the memorandum of association of and bye-laws the Company;

• (b) the material contracts referred to in the paragraph headed “Material contracts” in this appendix II;

• (c) the annual reports of the Company for each of the two financial years ended 31 March 2007 and 31 March 2008;

• (d) a copy of each of the circulars of the Company dated 18 January 2008 and 14 November 2007 respectively; and

• (e) a copy of this circular.

– 28 –

NOTICE OF SGM

CHINESE PEOPLE HOLDINGS COMPANY LIMITED 中民控股有限公司[*]

(incorporated in Bermuda with limited liability)

(stock code: 681)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of the shareholders of Chinese People Holdings Company Limited (the “ Company ”) will be held at the Boardroom, Basement 2, Wharney Guang Dong Hotel Hong Kong, 57-73 Lockhart Road, Wanchai, Hong Kong on Wednesday, 3 June 2009 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the conditional agreement (the “ Agreement ”) dated 26 April 2009 and entered into between the Company, as vendor and China Gas Holdings Limited as purchaser in relation to (i) the sale and purchase of 1 share of US$1.00 each in the share capital of Brilliant China Investments Limited (the “ Target ”), representing its entire issued share capital; and (ii) all the obligations, liabilities and indebtedness owing or incurred by the Target to the Company, whether actual, contingent or deferred and irrespective whether or not the same is due and payable as at completion of the Agreement for a consideration of HK$323,663,905.59 (a copy of the Agreement is marked “A” and produced to the SGM and signed by the chairman of the SGM for identification purpose) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

• For identification purposes only

– 29 –

NOTICE OF SGM

• (b) any one or more directors of the Company be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal) which he/she/they consider necessary or expedient to give effect to the Agreement and the transactions contemplated thereunder.”

Yours faithfully For and on behalf of the board of directors of Chinese People Holdings Company Limited Mr. Jin Song Managing and Executive Director

Beijing, 18 May 2009

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office: No. 36 BDA International Business Park No. 2 Jingyuan North Street Economic Technological Development Area Beijing, 100176, China

Principal place of business in Hong Kong: Unit 2113, 21st Floor, China Merchants Tower, 168-200 Connaught Road, Hong Kong

– 30 –

NOTICE OF SGM

Notes:

1. Any member entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his/her stead. A proxy needs not be a member of the Company.

2. In order to be valid, the form of proxy must be duly lodged at the Company’s branch registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is duly signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above SGM or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

– 31 –