Hongxing Coldchain (Hunan) Co., Ltd. — Proxy Solicitation & Information Statement 2007

Oct 1, 2007

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Genesis Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 702)

MAJOR AND CONNECTED TRANSACTION INVOLVING THE DISPOSAL OF THE ENTIRE EQUITY INTEREST IN BAMBER RESOURCES LIMITED

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of the Company

A letter of advice from the IBC to the Independent Shareholders is set out on page 13 of this circular.

A letter of advice from the IFA to the IBC and the Independent Shareholders is set out on pages 14 to 22 of this circular.

A notice convening a special general meeting of the Company to be held at Macau Jockey Club, 1/F., Function Room, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 18 October 2007 at 11:00 a.m. is set out on pages 33 to 34 of this circular. A form of proxy for use at the special general meeting is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 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 meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) should you so wish.

2 October 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Disposal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information on Bamber Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Financial effects of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Listing Rules Implication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Procedures for demanding a poll at general meeting of the Company. . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from the IBC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the IFA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Appendix II – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

– i –

DEFINITIONS

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

“associates”	has the meaning associated thereto in the Listing Rules
“Bamber”	Bamber Resources Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirectly and wholly
	owned subsidiary of the Company before Completion
“Bamber Group”	Bamber and Xinjiang Xingmei
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday or a Sunday) on which licensed
	banks are generally open for business in Hong Kong throughout
	their normal business hours
“Company”	Genesis Energy Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued Shares of which are
	listed on the main board of the Stock Exchange
“Completion”	completion of the Disposal Agreement in accordance with its terms
	and conditions
“connected person”	has the meaning ascribed thereto in the Listing Rules
“controlling shareholder”	has the meaning ascribed thereto in the Listing Rules
“Directors”	the directors of the Company, including the independent non-
	executive directors
“Disposal Agreement”	the conditional agreement dated 7 September 2007 and entered
	into between Elite Ascend and Surplus Way in relation to the sale
	and purchase of the Sale Shares
“Disposal”	the disposal of the Sale Shares under the Disposal Agreement

– 1 –

DEFINITIONS

“Elite Ascend”	Elite Ascend Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability and a directly and
	wholly owned subsidiary of the Company
“Group”	the Company and its subsidiaries (which shall exclude, where the
	context requires, Bamber Group after Completion)
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Chang”	Hong Chang Group Limited, a company incorporated in the British
	Virgin Islands with limited liability, the controlling shareholder
	of the Company and is wholly and beneficially owned by Ms.
	Xing Xiao Jing, the Chairman of the Board
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“IBC”	a independent board committee of the Board comprising the
	independent non-executive Directors to advise the Independent
	Shareholders as to the terms of the Disposal Agreement and how
	to vote, taking into account the recommendations of the IFA
“IFA”	Taifook Capital Limited, a corporation licensed to carry on type 6
	(advising on corporate finance) regulated activity under the SFO,
	being the independent financial adviser to the IBC and the
	Independent Shareholders in respect of the Disposal
“Independent Shareholders”	holders of the Shares other than Hong Chang and its associates
“Independent Third Party”	third party independent of the Company and connected persons of
	the Company and are not connected persons of the Company
“Latest Practicable Date”	28 September 2007, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loan”	a loan in the sum of RMB37,650,000 owed by Elite Ascend to
	Bamber as at the date of the Disposal Agreement

– 2 –

DEFINITIONS

“Long Stop Date”	31 October 2007, the latest date on which the conditions precedent
	to the Disposal Agreement have to be satisfied, or such later date
	as the parties to the Disposal Agreement may agree
“PRC”	the People’s Republic of China, which for the purpose of this
	circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Proceeds Undertaking”	the undertaking given by Surplus Way to Elite Ascend that if
	Surplus Way has entered into any agreement or arrangement with
	any third party for the sale of all or part of the Sale Shares or any
	of its economic interests within two years after the date of
	Completion, upon receipt of such proceeds by Surplus Way, it
	will pay to Elite Ascend the net proceeds (i.e. proceeds received
	by Surplus Way less expenses incurred) within three Business
	Days
“RMB”	Renminbi, the lawful currency of the PRC
“Sale Shares”	50,000 shares of US$1.00 each in the capital of Bamber,
	representing the entire issued share capital of Bamber
“SFO”	the Securities and Futures Ordinance, Cap. 571 of the Laws of
	Hong Kong
“SGM”	a special general meeting of the Company to be convened and
	held to approve the Disposal Agreement and the transactions
	contemplated thereunder
“Shares”	shares of HK$0.01 of the Company
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Surplus Way”	Surplus Way Investments Limited, a company incorporated in the
	British Virgin Islands with limited liability and a directly and
	wholly owned subsidiary of Hong Chang

– 3 –

DEFINITIONS

“Waiver” the waiver in favour of Elite Ascend to repay 20% of the Loan under the Waiver Deed “Waiver Deed” a deed of waiver to be entered into between Elite Ascend and Bamber on Completion, pursuant to which Bamber will waive the obligation of Elite Ascend to repay 20% of the Loan upon Elite Ascend repaying 80% of the Loan to Bamber “Xinjiang Xingmei” Xinjiang Xingmei Oil-Pipeline Co., Ltd., a sino-foreign equity joint venture established in the PRC and an indirectly non-wholly owned subsidiary of the Company before Completion “%” per cent.

– 4 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 702)

Executive Directors: Registered Office: Ms. Xing Xiao Jing (Chairman) Clarendon House Mr. Ma Ji 2 Church Street Mr. Kong Siu Tim Hamilton HM11 Bermuda

Independent non-executive Directors:

Mr. Ni Zhenwei Head office and principal place Mr. Yip Ching Shan of business in Hong Kong: Mr. Wong Kwok Chuen Peter Suite 3712, West Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

2 October 2007

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION INVOLVING THE DISPOSAL OF THE ENTIRE EQUITY INTEREST IN BAMBER RESOURCES LIMITED

INTRODUCTION

On 11 September 2007, the Board announced that Elite Ascend entered into the Disposal Agreement with Surplus Way for the disposal of the Sale Shares, comprising 100% equity interest in Bamber held by Elite Ascend for a consideration of HK$1.00.

The purpose of this circular is to provide you with further details of the Disposal Agreement, the letter of advice from the IFA to the IBC and the Independent Shareholders, the recommendation from the IBC to the Independent Shareholders, the general information of the Group, and the notice of SGM.

– 5 –

LETTER FROM THE BOARD

THE DISPOSAL AGREEMENT

Date : 7 September 2007

Parties : (1) Vendor : Elite Ascend

(2) Purchaser : Surplus Way

Surplus Way is a company incorporated in the British Virgin Islands with limited liability and is solely and beneficially owned by Hong Chang, the controlling shareholder of the Company. It has not commenced any business activity and will be used by Hong Chang as the holding company of the Sale Shares upon Completion.

Assets to be disposed of

The Sale Shares, representing the entire issued share capital of Bamber.

Consideration

The consideration for the disposal of the Sale Shares is HK$1.00 and shall be paid by Surplus Way in cash at Completion.

The consideration was arrived at after arm’s length negotiations between the parties to the Disposal Agreement with reference to the net liabilities position of Bamber Group, the Waiver, the Proceeds Undertaking, and the economic benefits to the Company for the Disposal of the loss making business carrying out by Bamber Group as further set out in the section headed “Reasons for the Disposal”.

Based on the reasons above, the Board considers the consideration to be fair and reasonable and in the interests of the Group and the Shareholders as a whole.

– 6 –

LETTER FROM THE BOARD

Conditions

The Disposal Agreement is conditional upon the following conditions being satisfied on or before the Long Stop Date or such other date as the parties thereto may agree:

1. the passing by the Independent Shareholders at the SGM an ordinary resolution to approve the Disposal Agreement and the transactions contemplated thereunder; and

2. all necessary consents, authorisations, licences and approvals required to be obtained on the part of Elite Ascend and Surplus Way in respect of the Disposal Agreement and the transactions contemplated thereunder having been obtained.

If the above conditions have not been satisfied on or before the Long Stop Date or such other date as the parties thereto may agree, the Disposal Agreement 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 have been fulfilled.

Completion

Completion will take place on the third Business Day after satisfaction of the above conditions.

As at the date of the Disposal Agreement, Elite Ascend owed Bamber the Loan in the sum of RMB37,650,000. At Completion, Elite Ascend and Bamber will enter into the Waiver Deed, pursuant to which, Bamber will waive the obligation of Elite Ascend to repay 20% of the Loan upon Elite Ascend repaying 80% of the Loan to Bamber.

Pursuant to the Proceeds Undertaking, Surplus Way has undertaken to Elite Ascend that if Surplus Way has entered into any agreement or arrangement with any third party for the sale of all or part of the Sale Shares or any of its economic interests within two years after the date of Completion, upon receipt of such proceeds by Surplus Way, it will pay to Elite Ascend the net proceeds (i.e. proceeds received by Surplus Way less expenses incurred) within three Business Days. For the avoidance of doubt, Surplus Way will be under no obligation to pay to Elite Ascend any proceeds after the expiry of such two years’ period. Save for the Proceeds Undertaking, there is no restriction as to subsequent sale of Sale Shares.

After Completion, the Company will cease to have any interest in Bamber Group, and Bamber Group will cease to be subsidiaries of the Company.

– 7 –

LETTER FROM THE BOARD

INFORMATION ON BAMBER GROUP

Bamber is a company incorporated in the British Virgin Islands with limited liability and is the beneficial owner of the 80% interest in the registered capital of Xinjiang Xingmei.

Xinjiang Xingmei is a sino-foreign equity joint venture established in the PRC and is principally engaged in the construction and operation of transportation and storage facilities for crude oil exploited from Ta He Oil Field in Xinjiang Uygur Autonomous Region, PRC. The facilities consist primarily of an oil pipeline of approximately 70 kilometers, stretching from Ta He Oil Field to Lun Tai railway station, eight oil tanks and other ancillary facilities including heat pump station and loading bays to facilitate the operation of the oil pipeline.

The remaining 20% interest in Xinjiang Xingmei is held by China National Star Petroleum Corporation, a company established in the PRC in 1996. It is the sole operator of Ta He Oil Field.

The financial information of the Bamber Group for the two financial years ended 31 December 2005 and 2006 and for the six months ended 30 June 2007 are as follows:

	Six months ended	Six months ended	Year ended	Year ended
		30 June 2007	31 December 2006	31 December 2005
		(Unaudited)	(Unaudited)	(Unaudited)
		RMB’000	RMB’000	RMB’000
Turnover		24,357	44,710	44,990
Loss before and
after taxation		17,634	46,574	134,314
Net assets/(liabilities)		(43,073)	(25,439)	21,135

– 8 –

LETTER FROM THE BOARD

REASONS FOR THE DISPOSAL

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

As disclosed in the annual report of the Company for 2006, as at 31 December 2006, the total bank loans amounted to RMB457.9 million (among which an overdue bank loans of RMB257.9 million remained outstanding without renewal) and there were also contingent liabilities for payment of alleged bank loans and the alleged interest thereon totally amounting to RMB264 million (together the “Loans and Contingent Liabilities”). The Loans and Contingent Liabilities were incurred by Xinjiang Xingmei. Given the loss making operation carrying out by Bamber Group and the high gearing position of Xinjiang Xingmei, it is in the benefit of the Group to dispose of the Bamber Group in order to cut losses of the Group and to have a clean break against any potential liabilities under the Loans and Contingent Liabilities. However, as the operation of the Bamber Group is highly specialised and in light of the financial position of the Bamber Group, it has been very difficult for the Company to find a willing and concrete buyer in the market in the foreseeable future. Accordingly, the Group has resorted to Hong Chang for the disposal of Bamber Group.

After Completion, the Group will cease to have any interest in the Bamber Group and the Bamber Group will no longer be the subsidiaries of the Company. The principal business of the Group will focus on its other existing business, namely, the operation of a natural gas pipeline network and refilling stations supplying natural gas and liquefied petroleum gas for vehicle use in the PRC and exploitation of crude oil in the United States. The Company announced on 14 August 2007 that the Group entered into a cooperation agreement for an oil exploration and production project in Shaanxi Province, the PRC. As the Loans and Contingent Liabilities were incurred by and are related only to the Bamber Group, the remaining Group after Disposal will have no further obligations and liabilities with respect to the Loans and Contingent Liabilities after Completion. The Board confirms that the Disposal will not have any material adverse effect to the other existing principal business of the Group.

The Directors, including the independent non-executive Directors, consider that the terms of the Disposal Agreement and the transactions contemplated thereunder are entered into upon normal commercial terms following arm’s length negotiations among the parties and the terms are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole.

– 9 –

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL

It is estimated that, upon Completion, the Group will record a gain on disposal of approximately RMB50,600,000 with reference to the net liabilities of Bamber Group as at 30 June 2007 and the consideration and the Waiver which will be reflected in the consolidated financial statements of the Company in the year ending 31 December 2007. The total assets and liabilities of the Group after Disposal and taking into account of the Waiver will be reduced by about RMB430.9 million and RMB481.5 million respectively based on the unaudited consolidated balance sheet of the Group as at 30 June 2007, as a result of which the net assets value of the Group after Disposal will be increased. As at the Latest Practicable Date, the facilities of the Group were only available to the Bamber Group. Unless otherwise arranged by Directors with the banks or with other creditors, the remaining Group after Disposal will not have any facilities.

The Board intends to apply the sale proceeds of HK$1.00 and any proceeds that may be available under the Proceeds Undertaking as general working capital for the Group.

LISTING RULES IMPLICATION

The Disposal constitutes a major transaction on the part of the Company under the Listing Rules. As Surplus Way is a wholly owned subsidiary of Hong Chang, the controlling shareholder of the Company holding approximately 40.83% shareholding in the Company, the Disposal also constitutes a connected transaction on the part of the Company under the Listing Rules. The Disposal Agreement will be subject to Independent Shareholders’ approval at the SGM to be convened and held by the Company. Voting at the SGM will be conducted by way of a poll in which Hong Chang and its associates will abstain from voting to approve the Disposal Agreement at the SGM.

The IBC comprising the independent non-executive Directors has been formed to advise the Independent Shareholders as to whether the terms of the Disposal Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Independent Shareholders as a whole and to advise on the Independent Shareholders on how to vote, taking into account the recommendations of the IFA. Taifook Capital Limited, being the IFA, has been appointed to advise the IBC and the Independent Shareholders in this regard.

SGM

Set out on pages 33 to 34 of this circular is a notice convening the SGM which will be held at Macau Jockey Club, 1/F., Function Room, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 11:00 a.m. on 18 October 2007 at which an ordinary resolution will be proposed to approve, among others, the Disposal Agreement and the transactions contemplated thereunder. To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon its ultimate beneficial owners and their respective associates; and (ii) no obligation or entitlement of its ultimate beneficial owners and their respective associates as at the Latest Practicable Date, whereby it or he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its or his Shares to a third party, either generally or on a case-by-case basis.

– 10 –

LETTER FROM THE BOARD

The form of proxy for use at the SGM is enclosed with this circular. Such form is also available at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in any event not less than 48 hours before the time appointed for the holding of the SGM. Delivery of a form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so desire.

PROCEDURES FOR DEMANDING A POLL AT GENERAL MEETING OF THE COMPANY

According to bye-law 66 of the Bye-laws of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the Chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

Notwithstanding the above, the resolution approving the Disposal Agreement at the SGM will be conducted by way of a poll.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the terms of the Disposal Agreement and the transactions contemplated thereunder are fair and reasonable and the Disposal is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Disposal Agreement and the transactions contemplated thereunder.

Your attention is drawn to the letter from the IBC set out on page 13 of this circular. The IBC, having taken into account the advice of the IFA, the text of which is set out on pages 14 to 22 of this circular, considers that the terms of the Disposal Agreement are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the IBC recommends the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Disposal Agreement and the transactions contemplated thereunder.

FURTHER INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Genesis Energy Holdings Limited Kong Siu Tim

Executive Director

– 12 –

LETTER FROM THE IBC

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(Incorporated in Bermuda with limited liability)
----- End of picture text -----

(Stock Code: 702)

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

2 October 2007
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To the Independent Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION INVOLVING THE DISPOSAL OF THE ENTIRE EQUITY INTEREST IN BAMBER RESOURCES LIMITED

We refer to the circular dated 2 October 2007 issued by the Company (the “Circular”), of which this letter forms part. Terms used in this letter shall bear the same meanings as given to them in the Circular unless the context otherwise requires.

We have been appointed as members of the IBC to consider the Disposal and to advise the Independent Shareholders as to the fairness and reasonableness of the Disposal, and to recommend how the Independent Shareholders should vote at the SGM. Taifook Capital Limited has been appointed as the IFA to advise the IBC and the Independent Shareholders in relation to the Disposal.

We wish to draw your attention to the letter from the Board, as set out on pages 5 to 12 of the Circular, and the letter from the IFA to the IBC and the Independent Shareholders which contains its advice to us in respect of the Disposal, as set out on pages 14 to 22 of the Circular.

Having taken into account the advice of the IFA, we consider the terms of the Disposal to be fair and reasonable so far as the Company and the Independent Shareholders are concerned and the Disposal is in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the Disposal and the transactions contemplated thereunder.

Yours faithfully,

Independent Board Committee

Ni Zhenwei

Yip Ching Shan Wong Kwok Chuen Peter

– 13 –

LETTER FROM THE IFA

The following is the text of a letter of advice from Taifook Capital Limited to the IBC and the Independent Shareholders prepared for the purpose of inclusion in this circular:

25th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

2 October 2007

To the Independent Board Committee and the Independent Shareholders of

Genesis Energy Holdings Limited

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION INVOLVING THE DISPOSAL OF THE ENTIRE EQUITY INTEREST IN BAMBER RESOURCES LIMITED

INTRODUCTION

We refer to our appointment as the independent financial adviser to the IBC and the Independent Shareholders with respect to the Disposal Agreement, details of which are set out in the letter from the Board (the “Letter”) contained in the circular of the Company dated 2 October 2007 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As referred to in the Letter, on 7 September 2007, Elite Ascend entered into the Disposal Agreement with Surplus Way. Pursuant to the Disposal Agreement, Elite Ascend agreed to sell and Surplus Way agreed to buy the Sale Shares for a consideration of HK$1.0. As stated in the Letter, based on the applicable size tests performed regarding the Disposal, the relevant percentage ratio under Rule 14.07 of the Listing Rules for the Disposal exceeds 25% but no more than 75%, the Disposal constitutes a major transaction of the Company. As Surplus Way is a wholly owned subsidiary of Hong Chang, the controlling Shareholder, the Disposal also constitutes a connected transaction on the part of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and Independent Shareholders’ approval requirements (by way of poll) at the SGM, as set out in the relevant provisions of Chapters 14 and 14A of the Listing Rules. Hong Chang and its associates will abstain from voting in favour of the resolution to approve the Disposal Agreement and the transactions contemplated thereunder at the SGM.

– 14 –

LETTER FROM THE IFA

The IBC, comprising the independent non-executive Directors, namely Mr. Ni Zhenwei, Mr. Yip Ching Shan and Mr. Wong Kwok Chuen, Peter, has been established to consider the terms of the Disposal Agreement and to advise the Independent Shareholders as to whether the Disposal Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Independent Shareholders as a whole.

In our capacity as the independent financial adviser to the IBC and the Independent Shareholders, our role is to provide the IBC and the Independent Shareholders with an independent opinion and recommendation as to whether the terms of the Disposal Agreement are fair and reasonable so far as the Independent Shareholders are concerned and whether the Disposal is in the interests of the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our recommendation, we have relied on the information, financial information and facts supplied to us and representations expressed by the Directors and/or the management of the Company and have assumed that all such information, financial information and facts and any representations made to us, or referred to in the Circular, in all material aspect, are true, accurate and complete as at the time they were made and as at the date of the Circular, has been properly extracted from the relevant underlying accounting records (in the case of financial information) and made after due and careful inquiry by the Company and/or the management of the Company. The Directors and/or the management of the Company have confirmed that, having made all reasonable enquiries and to the best of their knowledge and belief, all relevant information has been supplied to us and that no material facts have been omitted from the information supplied and representations expressed to us. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable. We have no reason to doubt the completeness, truth or accuracy of the information and facts provided and we are not aware of any facts or circumstances which would render such information provided and representations made to us untrue, inaccurate or misleading.

We considered we have reviewed sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information nor have we conducted any form of in-depth investigation into the businesses, affairs, financial position or prospects of the Group.

– 15 –

LETTER FROM THE IFA

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our recommendation in relation to the terms of the Disposal Agreement, we have considered the following principal factors and reasons:

Background and reasons for the Disposal

Information on the Group

The Group is principally engaged in (i) the operation of transportation and storage facilities for crude oil through the Bamber Group (the “Bamber Group Business”); (ii) the operation of a natural gas pipeline network and refilling stations supplying natural gas and liquefied petroleum gas (“LPG”) for vehicle use in the PRC (the “Natural Gas and LPG Business”); and (iii) exploitation of crude oil in the United States (the “Oil Exploitation Business”).

The following table sets out the financial information of the Group for the two years ended 31 December 2006 and six months ended 30 June 2007:

Turnover – the Bamber Group Business – the Natural Gas and LPG Business – the Oil Exploitation Business Total turnover Loss attributable to equity holders of the Company	Six months ended 30 June 2007 (Unaudited) RMB’000 24,357 14,215 – 38,572 (43,781)	Year ended 31 December 2006 (Audited) RMB’000 44,710 27,490 – 72,200 (85,187)	Year ended 31 December 2005 (Audited) RMB’000 44,990 23,276 – 68,266 (262,955)

– 16 –

LETTER FROM THE IFA

Apart from the financial results for the two years ended 31 December 2005 and 2006 and for the six months ended 30 June 2007 as shown in the above table, the Group has been recording loss attributable to equity holders of the Company since 2004. As advised by the Directors, such losses were primarily arisen from the Bamber Group and partly by the unsatisfactory performance of the Natural Gas and LPG Business.

Despite the fact that the Group recorded loss attributable to equity holders of the Company of approximately RMB85.2 million for year ended 31 December 2006, it was stated in the annual report (the “Annual Report”) for the year ended 31 December 2006 that the Natural Gas and LPG Business has shown improvement for the year of 2006. The turnover generated from the Natural Gas and LPG Business accounted for the Group’s total turnover has been gradually increased from approximately 34.1% for the year ended 31 December 2005 to approximately 36.9% for the six months ended 30 June 2007. With a view to improving the financial position of the Company, as disclosed in the Annual Report, the Group has set its goal on revitalising the loss making situation by implementing strategies to new business acquisitions as well as streamlining its existing operations. With the acquisition of the Oil Exploitation Business by the Group in June 2007 and the entering into the cooperation agreement in August 2007 in relation to the oil investment project, the Group’s principal business is further diversified.

It is also noted from the Annual Report that the Company’s auditors had issued a disclaimer of opinion on the financial statements of the Company for the year ended 31 December 2006 on the basis that there were (i) limitation of audit scope relating to the balances of the Group brought forward as at 1 January 2006 and the comparative figures due to the limitation of scope in prior year in connection with certain alleged bank loans and interest thereon and impairment of interest in a jointly controlled entity; (ii) limitation of audit scope relating to the alleged bank loans and interest thereon (representing an aggregate of approximately RMB264 million) borrowed under Xinjiang Xingmei; and (iii) material uncertainties relating to the going concern basis of the Group (particularly the overdued bank loans of RMB257.9 million which remained outstanding without renewal as at 31 December 2006). Similar disclaimer of opinion in conjunction with the alleged bank loans and interest thereon (representing an aggregate of approximately RMB248 million) and material uncertainties relating to the going concern basis of the Group was issued by the Company’s auditors on the financial statements of the Company for the year ended 31 December 2005.

– 17 –

LETTER FROM THE IFA

Information on the Bamber Group

Bamber is a company incorporated in the British Virgin Islands with limited liability and is the beneficial owner of the 80% interest in the registered capital of Xinjiang Xingmei. Xinjiang Xingmei is a sino-foreign equity joint venture established in the PRC and is principally engaged in the construction and operation of transportation and storage facilities for crude oil exploited from Ta He Oil Field in Xinjiang Uygur Autonomous Region, the PRC.

The following table sets out the financial information of the Bamber Group for the two years ended 31 December 2006 and six months ended 30 June 2007:

	Six months	Six months
		ended	Year ended	Year ended
		30 June	31 December	31 December
		2007	2006	2005
	(Unaudited)		(Unaudited)	(Unaudited)
		RMB’000	RMB’000	RMB’000
Turnover		24,357	44,710	44,990
Loss after taxation		(17,634)	(46,574)	(134,314)
Net assets/(liabilities)		(43,073)	(25,439)	21,135

The Bamber Group has been loss making for the two years ended 31 December 2006 and the six months ended 30 June 2007. Furthermore, the Bamber Group was in net liabilities position as at 31 December 2006 and 30 June 2007. As at 31 December 2006, Xinjiang Xingmei had total bank loans amounted to RMB457.9 million (among which overdued bank loans of RMB257.9 million remained outstanding without renewal) and there were also contingent liabilities (the “Contingent Liabilities”) for payment of alleged bank loans and the alleged interest thereon totally amounting to RMB264.0 million (together, the “Loans and Contingent Liabilities”). Both the Loans and the Contingent Liabilities formed part of the basis for the Company’s auditors for issuing disclaimers of opinion on the financial statements of the Company for the years ended 31 December 2005 and 2006, the details of which were discussed under the section headed “Information on the Group”.

– 18 –

LETTER FROM THE IFA

Reasons for the Disposal

In view of the continuously loss making operation carrying out by and the financial position (particularly the Loans and Contingent Liabilities) of the Bamber Group, the Directors consider it is in the interests of the Group to proceed with the Disposal which represents a clean break between the Group and the Bamber Group.

As the Loans and Contingent Liabilities were incurred by and are related only to the Bamber Group and the Bamber Group will cease to be the subsidiaries of the Company, the remaining Group after Disposal will have no further obligations and liabilities with respect to the Loans and Contingent Liabilities after Completion. The Board considers that the Disposal will not have any material adverse effect to the other existing principal business of the Group.

Moreover, the Disposal provides the Group with an opportunity to focus on its other existing businesses, namely, the Natural Gas and LPG Business and the Oil Exploitation Business. After the Disposal, the Group will no longer be required to provide additional resources to support the development of the Bamber Group which results were not promising for the past few years.

Having considered the above in particular that (i) the Bamber Group has been in loss making position for the two years ended 31 December 2006 and the six months ended 30 June 2007; (ii) it has been the Group’s strategy to revitalise the Group’s loss making operation; (iii) the Disposal represents a clean break between the Group and the Bamber Group, in particular the potential liabilities under the Loans and Contingent Liabilities; and (iv) the Disposal allows the Company to free up its management resources of the Group which would better enhance the financial performance of the Group by focusing on its other businesses or invest in prospective business in the future, we are of the view that the Disposal represents a good opportunity for the Group to divest the Bamber Group and is in line with the business strategy of the Group.

Principal terms of the Disposal Agreement

Pursuant to the Disposal Agreement, the Company agreed to dispose of its interest in the entire issued share capital of Bamber for a consideration of HK$1.0. As stated in the Letter, the consideration was arrived at after arm’s length negotiations between the parties to the Disposal Agreement with reference to the net liabilities position of the Bamber Group, the Waiver, the Proceeds Undertaking and the economic benefits to the Company for the Disposal of the loss making business carrying out by the Bamber Group.

– 19 –

LETTER FROM THE IFA

As at the date of the Disposal Agreement and the Latest Practicable Date, Elite Ascend owed Bamber the Loan in the sum of approximately RMB37.7 million. At Completion, Elite Ascend and Bamber will enter into the Waiver Deed, pursuant to which, Bamber will waive the obligation of Elite Ascend to repay 20% of the Loan upon Elite Ascend repaying 80% of the entire Loan to Bamber.

Pursuant to the Proceeds Undertaking, Surplus Way has undertaken to Elite Ascend that if Surplus Way has entered into any agreement or arrangement with any third party for the sale of all or part of the Sale Shares or any of its economic interests within two years after the date of Completion, upon receipt of such proceeds by Surplus Way, it will pay to Elite Ascend the net proceeds (i.e. proceeds received by Surplus Way less expenses incurred) within three Business Days. For the avoidance of doubt, Surplus Way will be under no obligation to pay to Elite Ascend any proceeds after the expiry of such two-years period. Save for the Proceeds Undertaking, there is no restriction as to subsequent sale of Sale Shares.

Given that the Bamber Group recorded consolidated net liabilities of approximately RMB43.1 million as at 30 June 2007, we consider that the consideration for the Disposal is fair and reasonable so far as the Independent Shareholders are concerned. Moreover, at Completion, Bamber will waive Elite Ascend to repay 20% of the Loan upon Elite Ascend repaying 80% of the entire Loan to Bamber. Accordingly, the Group would be able to save approximately RMB7.5 million for the repayment of the Loans to Bamber through the Waiver Deed. In addition, the Proceeds Undertaking enables the Group to capture any net proceeds (if any) from Surplus Way for a period of two years while the Group can immediately release from the financial burden of the Bamber Group. Accordingly, we consider that the terms of the Waiver Deed and the Proceeds Undertaking are in the interests of Company and the Independent Shareholders as a whole.

Possible financial effects

Net assets value

As disclosed in the interim report of the Company for 2007 (the “Interim Report”), as at 30 June 2007, the Group recorded unaudited net assets value of approximately RMB208.9 million. Since the Bamber Group recorded unaudited net liabilities of approximately RMB43.1 million as at 30 June 2007, it is therefore expected that the Group’s net assets value would be improved as a result of Disposal.

– 20 –

LETTER FROM THE IFA

Earnings

As stated in the Interim Report, the Group recorded a loss of approximately RMB43.8 million for the six months ended 30 June 2007. Subject to the confirmation of the Company’s auditors, upon completion of the Disposal, it is expected that the net loss from the Bamber Group Business would be eliminated from the Group’s results and the Group would record an estimated gain on disposal of approximately RMB50.6 million (representing the difference between the unaudited net liabilities of the Bamber Group as at 30 June 2007 and the consideration for the Disposal of HK$1.0 together with the savings of approximately RMB7.5 million arising from the Waiver Deed) for the year ending 31 December 2007.

Current ratio and gearing ratio

The current ratio (being current assets divided by current liabilities) of the Group as at 30 June 2007 was approximately 0.3. Since the Bamber Group recorded unaudited current liabilities of approximately RMB431.1 million as at 30 June 2007, the Group’s current ratio is therefore expected to be improved as a result of the Disposal.

The gearing ratio (being total bank loans divided by total assets) of the Group as at 30 June 2007 was approximately 61.6%. As the Disposal would reduce the Group’s bank loans by approximately RMB453.9 million (representing the total bank loans of the Bamber Group as at 30 June 2007), the Group’s gearing ratio would be improved upon completion of the Disposal.

Based on the above financial analysis, it indicated that upon completion of the Disposal, the Group’s net asset value, current ratio and gearing ratio would be improved and the Group will record a gain on disposal. After considering the above, we consider that the Disposal is favourable to the Company and the Independent Shareholders and is in the interest of the Company and the Shareholders as a whole.

– 21 –

LETTER FROM THE IFA

RECOMMENDATION

Having considered the principal factors and reasons referred to the above, we consider that the terms of the Disposal Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Company and the Independent Shareholders are concerned and the entering into of the Disposal Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the IBC and the Independent Shareholders that the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Disposal Agreement and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of Taifook Capital Limited Derek C.O. Chan Terry Chu Managing Director Director

– 22 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

During the six months ended 30 June 2007, despite the loss for the period, the Group’s financial statement has recorded a first time gross profit since 2004. During the past eighteen months, we have implemented stringent internal control measure, stabilized the business relationship with our PRC venture partners and recuperated the poor cash flow position to a reasonably healthy one. More importantly, we have tapped the investment opportunities in the upstream oil businesses.

Turnover of the Group for the six months ended 30 June 2007 has slightly increased by 4% to RMB38.6 million (2006: RMB37.1 million). Turnover was mainly sourced from two different segments, oil transportation and the business of refilling stations. Oil transportation operation recorded a turnover of RMB24.4 million for the six months ended 30 June 2007 (2006: RMB24.5 million). This is approximately the same as that in the last corresponding period. On the other hand, the business of refilling stations in Korla registered a turnover of RMB14.2 million for the six months ended 30 June 2007 (2006: RMB 12.6 million). This represents an increase of approximately 13% from that in the last corresponding period. The gross profit of the Group for the six months ended 30 June 2007 was RMB1.6 million (2006: gross loss of RMB 1.2 million). These two business segments represent approximately 63% and 37% of the Group’s total turnover respectively. For the period under review, the operation of oil exploitation in Utah has not yet contributed revenue to the Group. The loss for the period however increased by 64% to RMB43.8 million (2006: RMB26.6 million). This increase of loss is mainly represented by some nonrecurring and non-operating expenses, including the share-based payment expenses, increase of finance expenses of oil pipeline business and loss on exchange and this has not affected the Group’s cash flow of operation.

As at 30 June 2007, the net assets of the Group were RMB208.9 million (31 December 2006: RMB104.1 million) while its total assets were RMB736.8 million (31 December 2006: RMB627.7 million). As at 30 June 2007, the Group’s gross borrowings net of cash and bank balances amounted to RMB325.8 million as compared to RMB411.6 million as at 31 December 2006. Gearing ratio based on total assets was 44.2% (31 December 2006: 65.5%). However, the Group has entered into a disposal agreement with the Company’s controlling shareholder on 7 September 2007, and the controlling shareholder will acquire the Company’s entire interest in Xinjiang Xingmei subject to subsequent approval by independent shareholders. If eventually the disposal of Xinjiang Xingmei can be approved by shareholders, the Group’s gearing ratio based on total assets will become nil (assuming all other financial position remains intact as if it is on 30 June 2007). The disposal will therefore dispose of the loss making oil pipeline business and make a clean break against any potential liabilities arising from the bank loans.

– 23 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Group is pleased to have shareholders support for approving the acquisition in Utah this June, 2007. The oil exploitation operation in Grassy Trails has commenced since August 2007. Rework of five prevailing wells in the first phase has almost completed smoothly. Four of them are online with better than expected production. The first 1,000 barrels of sweet crude will be delivered to refinery by end of September. With Brent crude price breaking USD80 per barrel recently, the Board might adopt a more aggressive approach to develop the Grassy Trails oil field to take advantage of the recent hike. The first horizontal drilling is expected to take place by end of October. The Group is confident that production in Grassy Trails will be lifted to a satisfactory level and a promising production will be seen in 2008 after the horizontal-kick-out drilling is adopted.

In addition to the oil field in the United States, the Group has been aggressively developing oil exploration and exploitation operation in the PRC. The Group has a team of very strong local expertises in the PRC who provide competitive edge for the Group to acquire domestic oil field investment. In August 2007, the Group has entered into a legally binding cooperation agreement setting out the principal framework in relation to the oil exploration project in Shaanxi Province, the PRC. This is the first move of the Group to go into the upstream oil business in the PRC, we strongly believe that this Shaanxi oil field will become a growth engine of the Group. This investment also enables the Group to have a more balanced geographical portfolio of oil assets.

In order to have the loss making business disposed of, the Group has entered into the Disposal Agreement on 7 September 2007. It is our belief that the Disposal is in the Shareholders’ interest. The benefits are three-fold. First of all, the disposal will help the Group to cut losses and financial cost substantially, especially amid a rising interest rate cycle in the PRC. Secondly, new revenue generated from incoming project will not be diluted. The earning prospect of the Group will be able to turnaround in a timely manner. Finally, the Group is able to quarantine itself from any possible contingent liabilities as well as litigation arising from the bank loans in Xinjiang Xingmei. The Disposal will also enable us to refocus our management and financial resources on existing upstream business in Grassy Trails, in the United States and other potential investment opportunities in the oil and gas prospects in the PRC.

The Group has now assembled a diversified asset portfolio, combining both short term and long term growth opportunities. Our strategy is to become a leading independent oil and gas player in the Greater China region with a portfolio of quality assets and to grow the business by developing these assets efficiently.

As at 30 June 2007, the Group employed approximately 240 employees. The remuneration policies of the Group are based on the prevailing remuneration level in the market and the performance of respective companies and individual employees.

– 24 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

2. INDEBTEDNESS

Borrowings

The borrowings are denominated principally in Renminbi. As at 31 August 2007, being the latest practicable date prior to the printing of this document for the purpose of this indebtedness statement, the Group had the following outstanding bank and other borrowing:

		As at
	31	August 2007
		RMB’000
Short term secured bank loans		371,900
Long term secured bank loans		80,000
		451,900

Security and guarantees

At the close of business on 31 August 2007, the Group’s bank loans were secured as follows:–

	As at
	31 August 2007
	RMB’000
Corporate guarantee put up by independent third parties	260,500
The Group’s property, plant and equipment	191,400
	451,900

Contingent liabilities

The contingent liability of the Group as at 31 August 2007 amounted to RMB271 million. This represents two alleged loans amounting to RMB240 million in total and interest thereon amounting to RMB31 million.

Save as aforesaid and apart from intra-group liabilities and normal accounts payable in the ordinary course of business of the Group did not have any outstanding indebtedness in respect of any mortgages, charges or debentures, loan capital, bank loans and overdrafts, loans debt securities or other similar indebtedness, or hire purchase commitments, finance lease commitments, guarantees or other material contingent liabilities as at the close of business on 31 August 2007.

– 25 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Directors have confirmed that there has not been any material change in the indebtedness of the Group since 31 August 2007.

3. WORKING CAPITAL STATEMENT

The Directors are of the opinion that, in the absence of unforeseen circumstances and after taking into account the financial resources available to the Group (including its internally generated funds), the remaining Group after the Disposal will have sufficient working capital to satisfy its present requirements and the requirements in the next 12 months.

4. MATERIAL ADVERSE CHANGES

The Directors are not aware of any circumstances or events that may give rise to a material adverse change in the financial or trading position of the Group since 31 December 2006, being the date of which the latest audited financial statement of the Group were made up.

– 26 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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. DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

• (a) As at the Latest Practicable Date, the interests and short positions of the Directors in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO) 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 and short positions in which he was deemed or taken to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

		Number and	Approximate
		class of	percentage of	Name of
Name of director	Capacity	securities	interests held	company
		(Note 1)
Mr. Kong Siu Tim	Beneficial owner	57,500,000 (L)	1.36%	the Company
Mr. Ma Ji	Beneficial owner	40,000,000 (L)	0.95%	the Company
Ms. Xing Xiao Jing	Interest of controlled	1,720,880,650 (L)	40.83%	the Company
	corporation_(Note 2)_
	Beneficial owner	42,000,000 (L)	1.00%	the Company
Mr. Ni Zhenwei	Beneficial owner	4,000,000 (L)	0.09%	the Company
Mr. Yip Ching Shan	Beneficial owner	4,000,000 (L)	0.09%	the Company
Mr. Wong Kwok	Beneficial owner	4,000,000 (L)	0.09%	the Company
Chuen Peter

Notes:

• (1) The letter “L” represents the Director’s interests in the Shares and underlying Shares of the Company or its associated corporations.

– 27 –

GENERAL INFORMATION

APPENDIX II

• (2) Of the 1,720,880,650 Shares, 1,662,795,650 Shares were owned by China GeoMaxima Co., Ltd., a company wholly owned by Hong Chang Group Limited which in turn is wholly and beneficially owned by Ms. Xing Xiao Jing. In addition, Hong Chang Group Limited directly and beneficially owned 58,085,000 Shares in the Company.

• (b) Save as disclosed in paragraph 3(a) above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest and short positions in the Shares, underlying Shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) 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 the interests and short positions in which they were deemed or taken to have under such provisions of the SFO), or which are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

• (c) As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2006, the date to which the latest published audited financial statements of the Group were made up.

• (d) None of the Directors had any interest, direct or indirect, in the promotion of, or in any assets which had been within the two years immediately preceding the issue of this circular acquired or disposed of by or leased to, any member of the Group.

• (e) As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting as at the date of this circular.

• (f) As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business apart from the business of the Group, which competed or was likely to compete, either directly or indirectly, with that of the Group.

– 28 –

GENERAL INFORMATION

APPENDIX II

3. SUBSTANTIAL SHAREHOLDERS

• (a) As at the Latest Practicable Date, so far as is known to the Directors, the following persons, other than a director or chief executive of the Company, had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or 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 the Company:

				Approximate
				percentage of
Name	of Shareholder	Number of Shares	Capacity	interests held
		(Note 1)	(Note 2)
China	GeoMaxima Co., Ltd.	1,662,795,650 (L)	Beneficial owner	39.45%
Hong	Chang Group Limited	58,085,000 (L)	Beneficial owner	1.38%
		1,662,795,650 (L)	Interest of controlled	39.45%
			corporation

Notes:

1. The letter “L” represents the entity’s interests in the Shares.

2. 1,662,795,650 Shares were owned by China GeoMaxima Co., Ltd., a company wholly owned by Hong Chang Group Limited which in turn is wholly and beneficially owned by Ms. Xing Xiao Jing. In addition, Hong Chang Group Limited directly and beneficially owned 58,085,000 Shares in the Company.

Save as disclosed in this circular, so far as is known to the Directors, there is no other person who had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, had a direct or indirect interests amounting to 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 members of the Group.

– 29 –

GENERAL INFORMATION

APPENDIX II

4. MATERIAL CONTRACTS

The following contracts, not being contracts entered in the ordinary course of business of the Group, have been entered into by members of the Group within two years immediately preceding the date of this circular and are or may be material:

• (i) the purchase and sales agreement dated 10 January 2007 and entered into between Genesis Petroleum US Inc. and Pride Ventures, LLC. in relation to the acquisition by the Group of the exploitation rights together with the ownership title in Grassy Trails Oil and Gas Field located in Carbon County, Utah and Emery County, Utah, the United States;

• (ii) the operating agreement dated 2 March 2007 and entered into between Genesis Petroleum US Inc. and Integrated Energy, LLC. in relation to the exploitation and operation of Grassy Trails Oil and Gas Field located in Carbon County, Utah and Emery County, Utah, the United States; and

• (iii) the Disposal Agreement.

5. LITIGATION

As at the Latest Practicable Date, none of any member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company which is not determinable by the Company within one year without payment of compensation other than statutory compensation.

7. EXPERT’S QUALIFICATION AND CONSENT

Taifook Capital Limited is a licensed corporation to carry on type 6 (advising on corporate finance) regulated activity under the SFO which has provided its opinion contained in this circular.

Taifook Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name in the form and context in which they respectively appear.

– 30 –

APPENDIX II

GENERAL INFORMATION

As at the Latest Practicable Date, Taifook Capital Limited was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2006, being the date to which the latest published audited financial statements of the Group were made up.

8. MISCELLANEOUS

• (a) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (b) The head office and principal place of business of the Company in Hong Kong is at Suite 3712, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.

• (c) The company secretary and qualified accountant of the Company is Mr. Wan Tze Fan Terence who is a fellow member of the Hong Kong Institute of Certified Public Accountants.

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

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

– 31 –

GENERAL INFORMATION

APPENDIX II

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Suite 3712, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, up to and including the date of the SGM:

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

• (b) the annual reports of the Company for each of the two years ended 31 December 2006;

• (c) the letter of advice from the IFA, the text of which is set out on pages 14 to 22 of this circular;

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

• (e) the written consent of the expert referred to in the paragraph headed “Expert’s qualification and consent” in this appendix;

• (f) this circular; and

• (g) the circular of the Company dated 9 May 2007 in relation to the acquisition of the Grassy Trails Oil and Gas Field located in Carbon County, Utah and Emery County, Utah, the United States by the Group.

– 32 –

NOTICE OF SGM

==> picture [56 x 50] intentionally omitted <==

==> picture [246 x 33] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 702)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Genesis Energy Holdings Limited (the “ Company ”) will be held at Macau Jockey Club, 1/F., Function Room, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 18 October 2007 at 11:00 a.m. to consider and, if thought fit, pass the following ordinary resolution (with or without modifications):

ORDINARY RESOLUTION

“ THAT

• (a) the sale and purchase agreement (“ Disposal Agreement ”) dated 7 September 2007 and entered into between Surplus Way Investments Limited as purchaser and Elite Ascend Holdings Limited as vendor in connection with the disposal of the entire issued share capital of Bamber Resources Limited at a consideration of HK$1.00 (a copy of the Disposal Agreement has been produced to the meeting and marked “A” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereby be and are hereby approved, confirmed and ratified; and

• (b) any one or more directors of the Company be and are hereby authorised to do all such acts and things and sign such other documents under hand (and, where required, under the common seal of the Company) and to take all such steps as they may consider necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Disposal Agreement and all transactions contemplated thereby.”

By order of the Board

Genesis Energy Holdings Limited

Kong Siu Tim

Executive Director

Hong Kong, 2 October 2007

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NOTICE OF SGM

Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Suite 3712, West Tower Hamilton HM11 Shun Tak Centre Bermuda 168-200 Connaught Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if the member is a holder of two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be duly completed and signed in accordance with the instructions printed thereon and deposited with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof and in such event, that form of proxy shall be deemed to be revoked.

4. The voting on the resolution will be conducted by way of a poll.

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