Fibocom Wireless Inc. — Capital/Financing Update 2007

Jun 27, 2007

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe the Shares.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 346)

VERY SUBSTANTIAL ACQUISITION AND RESUMPTION OF TRADING

Financial adviser to the Company

On 21 June 2007, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Agreement to acquire from the Vendor 60% equity interests in the Acquiree at a total consideration of HK$156.0 million, which shall be settled by payment of cash of HK$26.0 million and the issue of the Consideration Shares at an issue price of HK$2.043 per Consideration Share to the Vendor. Based on the closing price of HK$1.880 per Share as quoted on the Stock Exchange on the Last Trading Day, the total market value of the Consideration Shares amounted to approximately HK$119.6 million.

The Acquisition constitutes a very substantial acquisition for the Company under Rule 14.06 of the Listing Rules, which requires the approval by the Shareholders, by way of poll, at the SGM, which will be held to consider, and if thought fit, approve the Agreement and transactions contemplated thereunder. No Shareholders shall be required to abstain from voting at the SGM.

A circular containing, among other things, further details of the Acquisition and other disclosures in connection with the Acquisition required pursuant to the Listing Rules, together with a notice of the SGM will be dispatched to the Shareholders in due course.

At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on 22 June 2007 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on 27 June 2007.

• For identification purpose only

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On 21 June 2007, the Purchaser and the Vendor entered into the Agreement, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase 60% equity interests in the Acquiree at a total consideration of HK$156.0 million. Details of the Agreement are shown as follows:

THE AGREEMENT

Date: 21 June 2007

Parties:

• Purchaser: Reachasia Group Limited, a wholly-owned subsidiary of the Company

Vendor: Mr. Sun Jin Ping. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor is a third party independent of the Company and its connected persons.

Assets to be acquired

60% equity interests in the issued share capital of the Acquiree. Please refer to the section of “Information on the Acquired Group” in this announcement for further details of the Acquired Group.

Consideration

The total consideration for the Acquisition is HK$156.0 million, which shall be satisfied by the Group in the following manner:

• (a) HK$6.0 million refundable deposit has been paid upon signing of the Agreement;

• (b) HK$20.0 million shall be paid in cash upon Completion; and

• (c) HK$130.0 million shall be satisfied by the issue of 63,631,914 new Shares as Consideration Shares to the Vendor at the issue price of HK$2.043 per Consideration Share upon Completion.

The consideration was determined after arm’s length negotiation between the Group and the Vendor with reference to, inter alia, the asset appreciation potential of the properties held by the Acquired Group and the future business prospects of the Acquired Group. The Company intends to finance the cash consideration with internal financial resources.

The issue price of HK$2.043 per Consideration Share represents (i) a premium of approximately 8.7% to the closing price of HK$1.880 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a premium of approximately 4.6% to the average closing price of approximately HK$1.954 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) no discounts or premiums to the average closing price of approximately HK$2.043 per Share as

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quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day. Based on the closing price of HK$1.880 per Share as quoted on the Stock Exchange on the Last Trading Day, the total market value of the Consideration Shares amounted to approximately HK$119.6 million.

The issue price of the Consideration Shares was determined after arm’s length negotiation between the Group and the Vendor with reference to the Company’s share price performance during the period of negotiation between the Group and the Vendor.

Consideration Shares

The Consideration Shares represent approximately 1.48% and 1.46% of the Company’s existing share capital and enlarged share capital immediately after the Completion respectively.

The issue of the Consideration Shares shall be subject to the Shareholders’ approval at the SGM. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares, which will rank pari passu in all respects with the then existing Shares save for any dividend or other distribution declared, made or paid by the Company by reference to a record date falling before the date of issue of the Consideration Shares.

Conditions Precedent

Completion of the Agreement shall be conditional upon fulfillment of the following conditions:

• (i) the valuation of the total assets of the Acquired Group as at 30 June 2007, to be valued by an independent valuer, shall not be less than RMB260 million;

• (ii) the audited consolidated turnover, gross profit and the net profit of the Acquired Group prepared in accordance with accounting principles generally accepted in Hong Kong for the year ended 31 December 2006 shall not be less than RMB870.0 million, RMB13.0 million and RMB7.8 million respectively;

• (iii) all liabilities of the Acquired Group having been settled by the Vendor (not sourced from any asset within the Acquired Group) and the Acquired Group shall be free of any liability upon Completion;

• (iv) the Group, being satisfied, at its absolute discretion, with the results of the due diligence conducted on the Acquired Group;

• (v) the passing of the relevant resolution at the SGM by the Shareholders for approving the Agreement and transactions contemplated thereunder;

• (vi) the listing of and permission to deal in the Consideration Shares having been granted by the Stock Exchange; and

• (vii) if required, the relevant bureaus of the PRC government having approved the transfer of the subject equity interests of the Acquiree from the Vendor to the Purchaser.

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Completion shall take place on the day immediately after the date on which all conditions precedent are satisfied, which shall not be later than 20 September 2007. In the event that any of the above conditions has not been fulfilled on or before 20 September 2007 (or such other date as the parties may agree), the Agreement and everything therein contained shall be null and void and of no effect.

In the event that any of the conditions precedent (i), (ii) and (iv) is not satisfied, the Vendor is obliged to refund unconditionally the whole amount of the deposit of HK$6.0 million to the Purchaser within five business days after receiving the written refund notice from the Purchaser.

GUARANTEES

The Vendor undertakes and guarantees that:

• (i) the Vendor shall hold not less than 15% equity interests in the Acquiree and continue to hold the position of director and general manager of the Acquiree for not less than five years after the Completion; and

• (ii) the net profit of the Acquired Group for the first financial year subsequent to the Completion shall not be less than RMB25 million and there shall be an annual growth rate of at least 15% in the net profit of the Acquired Group in each of the four subsequent financial years (“Guaranteed Profit”). The Vendor will compensate the Purchaser in full for any shortfall in the Guaranteed Profit on dollar for dollar basis.

INFORMATION ON THE ACQUIRED GROUP

The Acquiree was incorporated in the PRC on 24 February 1998 and is owned as to 84% by the Vendor and 16% by 中國石油深圳石油實業有限公司 . The Acquiree is an investment holding company and it owns the entire equity interests in 茂名中寰實業有限公司 (Maoming Zhonghuan Limited) and 49% equity interests in the joint venture, namely 肇慶中寰石油有限公司 (Zhaoqing Zhonghuan Petroleum Limited), which is owned as to 51% by 中國石油天然氣股份有限公司華南銷售分 公司 (Huanang Sales Branch Office of CNPC). The Acquired Group is principally engaged in the trading, transport and storage of petroleum and chemical products. It owns the trading right of petroleum in the PRC and has established an extensive distribution network in the PRC. Major assets of Zhaoqing Zhonghuan Petroleum Limited include a land of approximately 42,470 m[2] , a building premises of gross floor area of approximately 4,000 m[2] , an oil depot of approximately 30,000 m[3] and an oil jetty with capacity of approximately 3,000 tons in ZhaoQing (肇慶 ), the PRC while Maoming Zhonghuan Limited owns a land of approximately 193,000 m[2] and the ocean use right for a coastline of approximately 500 meters in Maoming (茂名 ), the PRC.

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The unaudited consolidated financial information of the Acquired Group for the two years ended 31 December 2006, which have been prepared based on accounting principles generally accepted in the PRC, are summarized as follows:

	For the year ended	For the year ended
	31 December 2006	31 December 2005
	(unaudited)	(unaudited)
	RMB’000	RMB’000
Turnover	875,558	580,740
Profit before taxation and minority interests	9,729	9,687
Net profit attributable to shareholders	7,837	8,408
	As at	As at
	31 December	31 December
	2006	2005
	(unaudited)	(unaudited)
	RMB’000	RMB’000
Total assets	136,557	144,174
Total liabilities	118,278	133,833
Net assets attributable to shareholders	18,179	10,341

Upon completion of the Acquisition, the Acquiree will be owned as to 60% by the Group, 24% by the Vendor and 16% by 中國石油深圳石油實業有限公司 . As the Acquiree will become a subsidiary of the Company, its results will be consolidated into the Group’s accounts after completion of the Acquisition.

REASONS FOR THE ACQUISITION

The Group is principally engaged in the trading of petroleum fuel products and polyurethane materials and exploration and exploitation of oil and gas in Madagascar.

The Directors consider that the Acquired Group’s oil transportation and storage capability together with its well-established distribution network in the PRC will create synergy to the Group’s oil exploration and exploitation business by providing a reliable logistics force and an effective sales channel for the transportation and sale of the Group’s petroleum products from Madagascar. Moreover, as Maoming is one of the major cities for oil and chemical refinery industry in the PRC, where tremendous demand for oil transportation and storage services exists, the Directors are optimistic about the future development of the business of the Acquired Group.

The Directors consider that the Agreement is on normal commercial terms and the terms of which are fair and reasonable and the entering into of the Agreement is in the interests of the Company and its Shareholders as a whole.

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The Directors have no present intention to discontinue the Group’s existing businesses. The Directors expect that the existing business shall be maintained as the core business of the Group in the foreseeable future and there will be no material change in the principal business of the Company immediately subsequent to the Completion.

CHANGE IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming no further Shares are issued before Completion, the shareholding structures of the Company as at the date of this announcement and immediately after Completion are shown as follows:

	Shareholding structure	Shareholding structure	Shareholding structure	Shareholding structure
	as at the date	of	upon the issue of
	this announcement		Consideration Shares
	No. of Shares	%	No. of Shares	%
Wisdom On Holdings Limited_(Note)_	750,080,000	17.4	750,080,000	17.2
Golden Nova Holdings Limited_(Note)_	2,372,526,666	55.2	2,372,526,666	54.3
Subtotal of shareholdings held by
Dr. Hui Chi Ming and his concert parties	3,122,606,666	72.6	3,122,606,666	71.5
Vendor	–	–	63,631,914	1.5
Public Shareholders	1,180,260,000	27.4	1,180,260,000	27.0
Total	4,302,866,666	100.0	4,366,498,580	100.0

Note: Wisdom On Holdings Limited and Golden Nova Holdings Limited are wholly-owned by Dr. Hui Chi Ming, the Chairman and an executive director of the Company.

GENERAL

The Acquisition constitutes a very substantial acquisition for the Company under Rule 14.06 of the Listing Rules, which requires the approval by the Shareholders, by way of poll, at the SGM, which will be held to consider, and if thought fit, approve the Agreement and transactions contemplated thereunder. No existing Shareholders have interests in the Acquisition and thus no Shareholders shall be required to abstain from voting at the SGM.

A circular containing, among other things, further details of the Acquisition and other disclosures in connection with the Acquisition required pursuant to the Listing Rules, together with a notice of the SGM will be dispatched to the Shareholders in due course.

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At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on 22 June 2007 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on 27 June 2007.

DEFINITIONS

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

“Acquiree”	珠海中寰石油有限公司(Zhuhai Zhonghuan Petroleum Limited),
	the subject company for the Acquisition
“Acquired Group”	the Acquiree and its subsidiaries and associated companies
“Acquisition”	the acquisition of 60% equity interests in the Acquiree by the Purchaser
	from the Vendor pursuant to the Agreement
“Agreement”	the conditional sale and purchase agreement dated 21 June 2007 entered
	into between the Purchaser and the Vendor in relation to the Acquisition
“Board”	the board of directors of the Company
“Company”	Sino Union Petroleum & Chemical International Limited, a company
	incorporated in Bermuda with limited liability, the shares of which are
	listed on the Stock Exchange
“Completion”	completion of the Acquisition
“connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“Consideration Shares”	63,631,914 new Shares to be issued to the Vendor, as part of the
	consideration, upon Completion
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Last Trading Date”	20 June 2007, being the last trading day prior to the date of the Agreement
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange

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“PRC”	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
“Purchaser”	Reachasia Group Limited, a wholly-owned subsidiary of the Company
	incorporated in the British Virgin Islands with limited liability
“SGM”	the special general meeting of the Company to be convened to approve,
	amongst other things, the Agreement and the transactions contemplated
	thereunder
“Share(s)”	the share(s) of HK$0.02 each in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Mr. Sun Jin Ping, who is a third party independent of the Company and
	its connected persons
	By Order of the Board
	Sino Union Petroleum & Chemical International Limited
	Chui Say Hoe
	Executive Director
Hong Kong, 26 June 2007

As at the date of this announcement, the Board comprises six executive Directors, namely Dr. Wang Tao, Dr. Hui Chi Ming, Dr. Chui Say Hoe, Mr. Tsang Kwok Man, Mr. Cheung Shing and Mr. Cui Yeng Xu; one non-executive Director, namely Mr. Chow Charn Ki Kenneth; and three independent non-executive Directors, namely Mr. Chan Wai Dune, Dr. Yu Sun Say and Mr. Ng Wing Ka.

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