Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2004

Apr 22, 2004

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GeoMaxima Energy Holdings Limited (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

GeoMaxima Energy Holdings Limited

(Incorporated in Bermuda with limited liability)

(STOCK CODE: 702)

DISCLOSEABLE TRANSACTION:

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF

AND SHAREHOLDER’S LOAN DUE

FROM ORDIFEN LIMITED

A letter from the board of directors of the Company is set out on pages 4 to 11 of this circular.

15 April 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Sale and Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Source of Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on Ordifen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on the JV Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Listing Rules Implication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

“Acquisition” the acquisition by the Purchaser of the Sale Shares from the Vendors and the Sale Debt from Faith Honour subject to and upon the terms and conditions of the Sale and Purchase Agreement “associates” has the meaning ascribed to this term under the Listing Rules

the acquisition by the Purchaser of the Sale Shares from the Vendors and the Sale Debt from Faith Honour subject to and upon the terms and conditions of the Sale and Purchase Agreement

“Board” the board of Directors “Company” GeoMaxima Energy Holdings Limited, a company incorporated in Bermuda and the issued Shares of which are listed on the main board of the Stock Exchange “Completion” completion of the sale and purchase of the Sale Shares and the Sale Debt pursuant to the Sale and Purchase Agreement

“Crown Trade” Crown Trade Enterprises Limited, a company incorporated in the British Virgin Islands and one of the Vendors

“Directors” directors (including the independent non-executive directors) of the Company “Faith Honour” Faith Honour International Limited, a company incorporated in the British Virgin Islands and one of the Vendors

“Group” the Company and its subsidiaries “Guarantors” together, Liu Hong Xia, the beneficial owner of the entire issued share capital of Crown Trade, and Huang He Ping, the beneficial owner of the entire issued share capital of Faith Honour “Hong Kong” the Hong Kong Special Administrative Region of the PRC “JV Agreement” the joint venture agreement dated 6 September 2003 and entered into between the JV Partners in relation to the JV Company “JV Company” Ningxia Meining Pipeline Co., Ltd. (寧夏美寧管道有限公司), a Chinese-foreign equity joint venture established in the PRC

– 1 –

DEFINITIONS

“JV Partners” collectively, Ordifen, Ningxia Changning Natural Gas Co., Ltd. (寧夏長寧天然氣有限責任公司) and Ningxia Hanas Natural Gas Co., Ltd. (寧夏哈納斯天然氣有限公司), being the joint venture partners of the JV Company “Latest Practicable Date” 13 April 2004, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Option(s)” option(s) which have been granted under the share option scheme adopted by the Company on 6 March 2002, entitling the holder(s) thereof to subscribe for Shares

“Ordifen” Ordifen Limited, a company incorporated in the British Virgin Islands with limited liability

• “Ordifen Group” Ordifen and the JV Company “Ordifen Share(s)” share(s) of US$1.00 each in the share capital of Ordifen

“PRC” the People’s Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Purchaser” Elite Ascend Holdings Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company, the purchaser under the Sale and Purchase Agreement

“Sale and Purchase the sale and purchase agreement dated 18 March 2004 and entered Agreement” into between the Vendors, the Purchaser and the Guarantors

“Sale Debt” the shareholder’s loan owed by Ordifen to Faith Honour on Completion, which will amount to approximately RMB60,000,000 (equivalent to approximately HK$56,600,000)

• “Sale Shares” 1,000 Ordifen Shares to be acquired by the Purchaser from the Vendors pursuant to the Sale and Purchase Agreement

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

– 2 –

DEFINITIONS

“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendors”	collectively, Crown Trade and Faith Honour
“HK$”	Hong Kong dollars, the lawful currency for the time being of
	Hong Kong
“RMB”	Renminbi, the lawful currency for the time being of the PRC
“%”	per cent.

For the purpose of this circular, unless otherwise specifies, conversions of Renminbi into Hong Kong dollars are based on the approximate exchange rate of RMB1.06 to HK$1.00.

– 3 –

LETTER FROM THE BOARD

GeoMaxima Energy Holdings Limited

(Incorporated in Bermuda with limited liability)

(STOCK CODE: 702)

Executive Directors: Mr. Zhu Jia Zhen (Chairman) Mr. Sun Tian Gang Mr. Guo Ting Mr. Zhao Xin Xian

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors:

Mr. Yu En Guang Mr. Zhang Xue Min Mr. Yip Ching Shan

Head office and principal place

of business in Hong Kong: Room 2301, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

15 April 2004

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION:

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF AND SHAREHOLDER’S LOAN DUE FROM ORDIFEN LIMITED

INTRODUCTION

On 25 March 2004, the Directors announced that the Purchaser entered into the Sale and Purchase Agreement with the Vendors and the Guarantors in relation to (i) the acquisition of the entire issued share capital of Ordifen from the Vendors for an aggregate cash consideration of HK$10,000,000; and (ii) the acquisition of the entire shareholder’s loan owed by Ordifen to Faith Honour as at Completion for an aggregate consideration of RMB60,000,000 (equivalent to approximately HK$56,600,000).

The Acquisition constitutes a discloseable transaction on the part of the Company under Rule 14.12 of the Listing Rules in force immediately prior to 31 March 2004.

The purpose of this circular is to provide you with details of the Acquisition.

– 4 –

LETTER FROM THE BOARD

SALE AND PURCHASE AGREEMENT

Date: 18 March 2004

Parties: (1) Vendors: (i) Crown Trade Enterprises Limited, which has conditionally agreed to sell 510 Ordifen Shares, representing 51% of the issued share capital of Ordifen as at the date hereof; and

• (ii) Faith Honour International Limited, which has conditionally agreed to sell 490 Ordifen Shares, representing 49% of the issued share capital of Ordifen as at the date hereof.

• (2) Purchaser: Elite Ascend Holdings Limited, a wholly owned subsidiary of the Company

(3) Guarantors: (i) Liu Hong Xia, the beneficial owner of the entire issued share capital of Crown Trade; and

(ii) Huang He Ping, the beneficial owner of the entire issued share capital of Faith Honour.

Each of the Vendors and the Guarantors is independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates.

Pursuant to the Sale and Purchase Agreement, Liu Hong Xia has unconditionally and irrevocably guaranteed full, prompt and complete performance by Crown Trade of all its obligations under or arising out of or in connection with the Sale and Purchase Agreement and has undertaken to the Purchaser that if and whenever Crown Trade shall be in default, Liu Hong Xia shall duly and promptly perform or procure the performance of such obligations and shall fully indemnify the Purchaser against all loss and damages arising in connection thereof.

Pursuant to the Sale and Purchase Agreement, Huang He Ping has unconditionally and irrevocably guaranteed full, prompt and complete performance by Faith Honour of all its obligations under or arising out of or in connection with the Sale and Purchase Agreement and has undertaken to the Purchaser that if and whenever Faith Honour shall be in default, Huang He Ping shall duly and promptly perform or procure the performance of such obligations and shall fully indemnify the Purchaser against all loss and damages arising in connection thereof.

Asset to be acquired:

The Sale Shares

Pursuant to the Sale and Purchase Agreement, the Purchaser has conditionally agreed to acquire 1,000 Ordifen Shares, representing the entire issued share capital of Ordifen, from the Vendors. Ordifen will become a wholly owned subsidiary of the Company after Completion.

– 5 –

LETTER FROM THE BOARD

Ordifen is one of the joint venture partners of the JV Company. The other joint venture partners of the JV Company are Ningxia Changning Natural Gas Co., Ltd. and Ningxia Hanas Natural Gas Co., Ltd.. Each of Ningxia Changning Natural Gas Co., Ltd., Ningxia Hanas Natural Gas Co., Ltd. and their respective ultimate beneficial owners is independent of and not connected with any of the directors, chief executive and substantial shareholders of the Company or any its subsidiaries or any of their respective associates.

The JV Company is a Chinese-foreign equity joint venture established in the PRC on 3 December 2003 and is principally engaged in the operation and management of natural gas pipelines and ancillary business in Ningxia, the PRC.

The Sale Debt

Pursuant to the Sale and Purchase Agreement, the Purchaser has also conditionally agreed to acquire the entire shareholder’s loan owed by Ordifen to Faith Honour as at Completion.

The Sale Debt was advanced by Faith Honour to Ordifen and Ordifen has in turn injected the Sale Debt to the JV Company for the purpose of financing the preliminary expenses of the natural gas project to be carried out by the JV Company in Ningxia, the PRC. The JV Company has applied such sum as prepayment of construction costs of the natural gas pipeline project. The whole sum injected by Ordifen to the JV Company will be regarded as Ordifen’s contribution to the registered capital of the JV Company.

As at Latest Practicable Date, the Sale Debt amounted to approximately RMB60,000,000 (equivalent to approximately HK$56,600,000). The Sale Debt is unsecured, interest-free and repayable by Ordifen to Faith Honour on demand. Since the Sale Debt is interest-free, it will still amount to approximately RMB60,000,000 (equivalent to approximately HK$56,600,000) as at Completion.

Consideration:

The consideration payable by the Purchaser under the Sale and Purchase Agreement for the acquisition of the Sale Shares is HK$10,000,000, which shall be payable to the Vendors in cash upon Completion. No deposit has been or will be paid by the Purchaser before Completion.

The consideration payable by the Purchaser under the Sale and Purchase Agreement for the acquisition of the Sale Debt is RMB60,000,000 (equivalent to approximately HK$56,600,000), representing the face value of the Sale Debt as at the date of Completion. As at the date of the Sale and Purchase Agreement, Faith Honour was indebted to the Purchaser in the sum of RMB60,000,000 (equivalent to approximately HK$56,600,000). The whole amount of the consideration payable by the Purchaser for the sale and purchase of the Sale Debt will be offset by the whole amount owed by Faith Honour to the Purchaser.

The consideration for the Acquisition was arrived at after arm’s length negotiations between the parties to the Sale and Purchase Agreement with reference to the business prospects of the Ordifen Group, the preferential tax treatment enjoyed by the JV Company and the face value of the Sale Debt.

– 6 –

LETTER FROM THE BOARD

The JV Company has already been approved by Yinchuan Economic and Technological Development Zone Commission（銀川經濟技術開發區管理委員會）to carry out natural gas project in Ningxia, the PRC. Under such project, the JV Company will construct, operate and develop natural gas pipeline running from Qingbian, Shanxi Province to Yinchuan, Ningxia Hui Autonomous Region. The total length of the natural gas pipeline will be 275 kilometres and such natural gas pipeline will pass through Shanxi Province, Mongolia Autonomous Region and Ningxia Hui Autonomous Region.

The JV Company anticipates that the total natural gas consumption in Ningxia will increase by not less than 1,300 million cubic metres to over 2,000 million cubic metres by 2005. There is currently only one natural gas pipeline in Ningxia and the maximum annual transportation capacity of such natural gas pipeline is less than 1,000 million cubic metres. Therefore, it would be necessary to construct another natural gas pipeline in the region in order to cope with the increasing natural gas consumption in Ningxia.

The carrying out of natural gas project, including the construction, operation and development of natural gas pipeline, in Ningxia has to be approved by the relevant government authorities and/or departments in the PRC. The relevant government authorities and/or departments in the PRC will take into account factors such as the industrial development plan, the demand for natural gas in the region and the overall economic development in the province, before granting such approval. The relevant government authorities and/or departments will only grant approval for the construction of additional natural gas pipeline when the existing one reaches or is approaching its full transportation capacity. The JV Company has already been approved by Yinchuan Economic and Technological Development Zone Commission （銀川經濟技術開發區管理委員會）to carry out natural gas project in Ningxia. In view of the entry barrier to new investors in the natural gas transportation industry in Ningxia, the Directors consider that there will not be any material competition in the market.

The natural gas pipeline to be constructed, operated and developed by the JV Company in Ningxia will have a maximum annual transportation capacity of 2,000 million cubic metres. The JV Company has a tenure of 30 years commencing from 3 December 2003.

Chang Qing Gas Field will supply natural gas to Ningxia through the natural gas pipeline of the JV Company. The reserve of Chang Qing Gas Field is expected to reach 12,000 million cubic metres by 2010. Accordingly, there will be a stable supply of natural gas in Ningxia to meet the increasing demand of natural gas in the region. The Directors consider the JV Company to have an optimistic business prospects since the transportation capacity of the natural gas pipeline of the JV Company can be fully utilised in view of the significant potential market and reliable gas supply.

Ordifen will become a wholly owned subsidiary of the Company upon Completion. The JV Partners have agreed that the amount injected by Ordifen to the JV Company for financing the preliminary expenses of the natural gas project will be regarded as Ordifen’s contribution to the registered capital of the JV Company and will be offset against the capital contribution obligations of Ordifen in the JV Company. The consideration for the acquisition of the Sale Debt is equivalent to the face value of the Sale Debt.

Given the above, the Directors consider that the consideration for the Acquisition and the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

Condition

The Acquisition is conditional upon the following conditions having been fulfilled by 15 May 2004 (or such later date as may be agreed by the Purchaser):

• (i) the Purchaser having been satisfied with the results of the due diligence exercise to be carried out by it on the Ordifen Group;

• (ii) the relevant government authorities and/or departments in the PRC approving the extension of the time limit for the initial contribution of the registered capital of the JV Company by the JV Partners to not earlier than 30 September 2004;

• (iii) the warranties, representations and undertakings given by the Vendors remaining true and accurate in all respects; and

• (iv) all necessary approvals, consents, authorisations and licences required to be obtained on the part of the Vendors in relation to the Acquisition having been obtained.

In the event that the conditions of the Acquisition have not been fulfilled in full (or as the case may be, waived by the Purchaser) by 15 May 2004 or such later date as the Purchaser may agree, the Sale and Purchase Agreement shall cease and determine and none of the parties thereto shall have any obligations and liabilities under the Sale and Purchase Agreement save for antecedent breaches of the provisions of the Sale and Purchase Agreement. As at the Latest Practicable Date, conditions (i) and (iv) have been fulfilled and the Purchaser does not intend to waive any of the remaining conditions of the Acquisition.

Completion

Completion will take place on the third business day after all the conditions of the Acquisition having been fulfilled or waived.

Upon Completion, Ordifen will become a wholly owned subsidiary of the Company.

SOURCE OF FUNDING

The consideration for the Acquisition will be financed by the Group’s internal resources. The Directors confirm that the Acquisition will not have any material adverse effect on the working capital position of the Group.

INFORMATION ON ORDIFEN

Ordifen is an investment holding company incorporated in the British Virgin Islands with limited liability on 11 December 2002. Ordifen is one of the joint venture partners of the JV Company. The JV Company is a Chinese-foreign equity joint venture established in the PRC on 3 December 2003 and is principally engaged in the operation and management of natural gas pipelines and ancillary business in Ningxia, the PRC.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the JV Company has not yet commenced operation. Based on the unaudited consolidated management accounts of the Ordifen Group for the period commencing from 11 December 2002 (the date of incorporation of Ordifen) to 31 January 2004, the unaudited consolidated net assets of the Ordifen Group as at 31 January 2004 was approximately HK$7,800. The major liabilities of the Ordifen Group consist of the shareholder’s loan owed by Ordifen to Faith Honour in the sum of RMB60,000,000 (equivalent to approximately HK$56,600,000). Ordifen has injected such sum to the JV Company which has in turn applied such sum as prepayment of construction costs of the natural gas pipeline project. The major assets of the Ordifen Group consist of prepayment of construction costs in the sum of RMB60,000,000 (equivalent to approximately HK$56,600,000) and paid up issued share capital of Ordifen in the sum of HK$7,800.

INFORMATION ON THE JV COMPANY

The JV Company is a Chinese-foreign equity joint venture established in the PRC and is principally engaged in the operation and management of natural gas pipelines and ancillary business in Ningxia, the PRC. The JV Company has a tenure of 30 years commencing from 3 December 2003.

The registered capital of the JV Company is RMB160,000,000 (equivalent to approximately HK$150,940,000), which will be contributed as to 51% (being RMB81,600,000, equivalent to approximately HK$76,980,000) by Ordifen, as to 39% (being RMB62,400,000, equivalent to approximately HK$58,870,000) by Ningxia Changning Natural Gas Co., Ltd. and as to the remaining 10% (being RMB16,000,000, equivalent to approximately HK$15,090,000) by Ningxia Hanas Natural Gas Co., Ltd.. The total investment of the JV Company is RMB240,000,000 (equivalent to approximately HK$226,420,000).

The JV Partners should make an initial contribution (the “Initial Contribution”) of the registered capital of the JV Company in the sum of RMB48,000,000 (equivalent to approximately HK$45,280,000), representing 30% of the registered capital of the JV Company, within three months from the date of issue of the business licence of the JV Company, being 3 March 2004. The remaining balance of the registered capital of the JV Company, being RMB112,000,000 (equivalent to approximately HK$105,660,000), should be contributed by the JV Partners within two years from the date of issue of the business licence of the JV Company, being 3 December 2005.

The JV Company is now applying to the relevant government authorities and departments in the PRC for the extension of time limit for the Initial Contribution to not earlier than 30 September 2004. The extension of time limit for the Initial Contribution is one of the conditions of the Acquisition. As at the Latest Practicable Date, such extension has not been approved by the relevant government authorities and departments in the PRC. Ordifen has injected a sum of RMB60,000,000 (equivalent to approximately HK$56,600,000) to the JV Company for the purpose of financing the preliminary expenses of the natural gas project to be carried out by the JV Company. Such sum will be regarded as Ordifen’s contribution to the registered capital of the JV Company and will be offset against the capital contribution obligations of Ordifen in the JV Company. Should the extension of time limit for the Initial Contribution being approved and subject to Completion having taken place, Ordifen’s remaining capital contribution obligations towards the JV Company will be borne by the Group.

– 9 –

LETTER FROM THE BOARD

Each of Ningxia Changning Natural Gas Co., Ltd., Ningxia Hanas Natural Gas Co., Ltd. and their respective ultimate beneficial owners is independent of and not connected with any of the directors, chief executive and substantial shareholders of the Company or any its subsidiaries or any of their respective associates.

Apart from the injection of RMB60,000,000 (equivalent to HK$56,600,000) into the JV Company by Ordifen which will be regarded as Ordifen’s contribution to the registered capital of the JV Company, as at the Latest Practicable Date, the registered capital of the JV Company is yet to be contributed by the JV Partners. Pursuant to the JV Agreement, the JV Partners have agreed that the difference between the total investment and the registered capital of the JV Company, being RMB80,000,000 (equivalent to approximately HK$75,470,000), will be funded by the internally generated resources of the JV Company.

The board of directors of the JV Company consists of seven directors, two of whom are appointed by Ningxia Changning Natural Gas Co., Ltd., four of whom are appointed by Ordifen and one of whom is appointed by Ningxia Hanas Natural Gas Co., Ltd.. The chairman of the board of directors of the JV Company is appointed by Ningxia Changning Natural Gas Co., Ltd.. Upon Completion, the existing directors of the JV Company nominated by Ordifen will resign and Ordifen will appoint four new representatives to the board of directors of the JV Company.

The JV Company has already been approved by Yinchuan Economic and Technological Development Zone Commission（銀川經濟技術開發區管理委員會）to carry out natural gas project in Ningxia, the PRC. Under such project, the JV Company will construct, operate and develop natural gas pipeline running from Qingbian, Shanxi Province to Yinchuan, Ningxia Hui Autonomous Region. The total length of the natural gas pipeline will be 275 kilometres and such natural gas pipeline will pass through Shanxi Province, Mongolia Autonomous Region and Ningxia Hui Autonomous Region.

The JV Company anticipates that the total natural gas consumption in Ningxia will increase by not less than 1,300 million cubic metres to over 2,000 million cubic metres by 2005. There is currently only one natural gas pipeline in Ningxia and the maximum annual transportation capacity of such natural gas pipeline is less than 1,000 million cubic metres. Therefore, it would be necessary to construct another natural gas pipeline in the region in order to cope with the increasing natural gas consumption in Ningxia.

The JV Company is entitled to enjoy certain preferential tax treatment in Ningxia. Pursuant to the relevant taxation laws and regulations of the PRC applicable to Ningxia, the standard tax rate applicable to companies engaging in natural gas business is 15% per annum. The JV Company is entitled to tax exemption for a period of five years commencing from its first profit marking year. The JV Company will be entitled to tax concession at the rate of 10% per annum for the five years thereafter.

REASONS FOR THE ACQUISITION

The Group is principally engaged in the operation of transportation and storage facilities for crude oil and the operation of natural gas pipeline network and refilling stations supplying natural gas and liquefied petroleum gas for vehicle use, in the PRC.

– 10 –

LETTER FROM THE BOARD

The Directors consider that the Acquisition offers the Group a good business opportunity to invest in natural gas business in the PRC which is in line with the Group’s objective of investing in energyrelated sector in the PRC. Given that the natural gas consumption in Ningxia is steadily growing in the coming years, the Directors consider the Acquisition will broaden the Group’s income base and enhance the net asset value of the Group.

LISTING RULES IMPLICATION

The Acquisition constitutes a discloseable transaction on the part of the Company under Rule 14.12 of the Listing Rules in force immediately prior to 31 March 2004.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully

For and on behalf of the Board of GeoMaxima Energy Holdings Limited Sun Tian Gang Director

– 11 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular 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 circular 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) Director’s 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 and its associated corporations (within the meaning of Part XV of the SFO) (i) which 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 or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which 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:

(A) Shares:

	Number or		Approximate
	attributable		percentage or
	number of		attributable
	Shares held or	Nature of	percentage of
Name	short positions	interests	shareholding
Sun Tian Gang	1,662,795,650 (L)	Corporate (Note)	54.85%
	108,363,936 (L)	Personal	3.57%
Guo Ting	3,000,000 (L)	Personal	0.10%

L: Long Position

Note: These 1,662,795,650 Shares were owned by China GeoMaxima Co. Ltd.. The entire issued share capital of China GeoMaxima Co. Ltd. was owned by Mr. Sun Tian Gang, an executive Director.

– 12 –

GENERAL INFORMATION

APPENDIX

(B) Options

	Number and		Number of
	description of	Nature of	underlying
Name	equity derivatives	interests	Shares
Zhu Jia Zhen	28,000,000 Options	Personal	28,000,000
	(Note)
Sun Tian Gang	28,000,000 Options	Personal	28,000,000
	(Note)
Guo Ting	20,000,000 Options	Personal	20,000,000
	(Note)

Note: The Options were granted under the share option scheme adopted by the Company on 6 March 2002 and entitled the holders thereof to subscribe for Shares at an exercise price of HK$0.698 per Share during the period from 2 September 2002 to 31 August 2007.

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 or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which 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 or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which 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.

(b) 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 persons (not being Directors or chief executive of the Company) had, or were deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of

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GENERAL INFORMATION

APPENDIX

Divisions 2 and 3 of Part XV of the SFO or who were 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 member of the Group:

		Number or attributable	Approximate	Approximate
		number of Shares or	Percentage or
		underlying Shares	attributable percentage
Name	of Shareholder	held or short position	of shareholding
				(%)
China	GeoMaxima Co. Ltd.	1,662,795,650 (L)		54.85
		(Note 1)
Hong Kong San Jiu Enterprises		237,500,000 (L)		7.83
Limited		210,000,000 (S)		6.93
		(Note 2)
Shenzhen Venture Capital (BVI)		210,000,000 (L)		6.93
Company Limited		(Note 3)
Mei Jian		210,000,000 (L)		6.93
		(Note 3)
Zhang	Minlong	210,000,000 (L)		6.93
		(Note 3)
L:	Long Position
S:	Short Position
Notes:

1. These 1,662,795,650 Shares were owned by China GeoMaxima Co. Ltd.. The entire issued share capital of China GeoMaxima Co. Ltd. was owned by Mr. Sun Tian Gang, an executive Director.

2. These 237,500,000 Shares were owned by Hong Kong San Jiu Enterprises Limited. Hong Kong San Jiu Enterprises Limited had granted a security interest over 210,000,000 Shares to Shenzhen Venture Capital (BVI) Company Limited.

3. Shenzhen Venture Capital (BVI) Company Limited had a security interest over these 210,000,000 Shares. The issued share capital of Shenzhen Venture Capital (BVI) Company Limited was owned as to 50% by Mr. Mei Jian and as to 50% by Mr. Zhang Minlong.

Save as disclosed above, as at the Latest Practicable Date, the Directors or 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, interests or short positions in the Shares or underlying Shares (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 was 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 member of the Group.

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GENERAL INFORMATION

APPENDIX

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. LITIGATION

As at the Latest Practicable Date, no member of the Group 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.

5. MISCELLANEOUS

• (a) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The head office and principal place of business of the Company in Hong Kong is located at Room 2301, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong.

• (c) The company secretary and qualified accountant of the Company is Mr. Wan Tze Fan Terence who is an associate member of the Hong Kong Society of Accountants.

• (d) The Company’s branch share registrar and transfer office in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

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