PegBio Co., Ltd. — M&A Activity 2009

Jun 12, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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POLY DEVELOPMENT HOLDINGS LIMITED 保興發展控股有限公司[*]

(Incorporated in Bermuda with limited liability)

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(Stock Code: 1141)

FRAMEWORK AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 51% OF THE ISSUED SHARE CAPITAL OF CHINA INFRASTRUCTURE INDUSTRIES CORPORATION 中國建設重工集團有限公司

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

After the trading hours of the Stock Exchange on 12 June 2009, WDL as purchaser entered into the Framework Agreement with AEL as vendor and Mr. Wong as guarantor in relation to the Proposed Acquisition by WDL of all of the Sale Shares held by AEL in the Target Company (representing 51% of the issued share capital of the Target Company) and the entire shareholder’s loan advanced by AEL to the Target Company. The Consideration will be determined with reference to the valuation of the Target Group as determined by an independent valuer appointed by WDL multiplied by 51%, being the percentage of the shares of the Target Company to be acquired, and will also take into account the amount of the entire shareholder’s loan advanced by AEL to the Target Company. The Definitive Agreement is expected to be signed on or before 30 September 2009. A further announcement will be made upon the signing of the Definitive Agreement.

The Target Group is the leading provider of heavy infrastructure construction equipment in the PRC and provides a full range of design, manufacturing, sales and leasing of infrastructure equipment along with construction services and personnel to the high-speed elevated railways, urban subways, and cargo and container markets in the PRC.

The Proposed Acquisition, if it materializes, may constitute a notifiable transaction for the Company under the Listing Rules. If and when appropriate, the Company will comply with the reporting, disclosure and/or shareholders’ approval requirements under the Listing Rules should the Proposed Acquisition proceed.

The signing of the Definitive Agreement and hence the Proposed Acquisition may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

* For identification only

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This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

The Board is pleased to announce that after the trading hours of the Stock Exchange on 12 June 2009, WDL as purchaser, AEL as vendor and Mr. Wong as guarantor entered into the Framework Agreement, further information relating to which is set out below:

THE FRAMEWORK AGREEMENT

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Date

12 June 2009

Parties

• (a) WDL (as purchaser);

• (b) AEL (as vendor); and

• (c) Mr. Wong (as guarantor).

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, AEL and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

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Summary of the Proposed Acquisition

WDL proposed to conditionally acquire and AEL conditionally agreed to sell to WDL the Sale Shares and the entire shareholder’s loan advanced by AEL to the Target Company at the Consideration which will be determined with reference to the valuation of the Target Group as determined by an independent valuer appointed by WDL multiplied by 51%, being the percentage of the shares of the Target Company to be acquired, and will also take into account the amount of the entire shareholder’s loan advanced by AEL to the Target Company. In consideration of WDL entering into the Framework Agreement with AEL and paying to AEL the Earnest Money (as defined in the paragraph “Refundable Earnest Money” below), Mr. Wong guarantees to WDL to return the Earnest Money in the circumstances more particularly set out below and undertakes in the event of AEL’s default to perform such obligations in lieu of AEL.

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Assets to be acquired

The Sale Shares represents all of the shares held by AEL in the Target Company (representing 51% of the issued share capital of the Target Company) and the entire shareholder’s loan advanced by AEL to the Target Company.

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Signing of the Definitive Agreement

The Framework Agreement, of which certain terms are legally binding, is subject to the entering into of the Definitive Agreement which shall include other key terms and conditions of the Proposed Acquisition, such as the conditions precedent to the completion of the Proposed Acquisition, representations and warranties, undertakings and indemnities which are customary for transactions of a similar nature. Should the Parties fail to enter into the Definitive Agreement by the Signing Longstop Date, the Framework Agreement will automatically terminate whereupon the Framework Agreement will cease to have any effect or any further effect.

A further announcement will be made upon the signing of the Definitive Agreement.

The Proposed Acquisition, if it materializes, may constitute a notifiable transaction for the Company under the Listing Rules. If and when appropriate, the Company will comply with the reporting, disclosure and/or shareholders’ approval requirements under the Listing Rules should the Proposed Acquisition proceed.

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Consideration

The Consideration will be determined with reference to the valuation of the Target Group as determined by an independent valuer appointed by WDL multiplied by 51%, being the percentage of the shares of the Target Company to be acquired, and will also take into account the amount of the entire shareholder’s loan advanced by AEL to the Target Company.

Basis of Consideration

Asset Appraisal Limited has been appointed by WDL to act as an independent valuer to provide before the Signing Longstop Date an independent valuation of the Target Group for use in determining the Consideration. Such independent valuation upon issue shall be used as the reference for determination of the Consideration.

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Refundable Earnest Money

AEL has given WDL an exclusive right from the date of the Framework Agreement and ending on the earlier of the date of execution of the Definitive Agreement or the Signing Longstop Date. During such period, AEL shall not and shall cause his associates not to, inter alia , enter into or continue with any discussions or negotiations with other parties with respect to a proposal for a transaction or any other form of investment in, or business combination with, AEL or its associates that will compete with the Proposed Acquisition. In consideration for the granting of such exclusive right, refundable earnest money of a sum of HK$1,000,000 (“ Earnest Money ”) has been paid by WDL to AEL upon execution of the Framework Agreement. In the event that the Proposed Acquisition proceeds to Closing, the Earnest Money will form part of the Consideration. If the parties do not enter into the Definitive Agreement on or before the Signing Longstop Date or if after the execution of the Definitive Agreement, the Proposed Acquisition does not proceed to Closing, AEL shall return the Earnest Money to WDL or its nominated affiliate within two business day without interest. Mr. Wong shall guarantee AEL’s obligation to return the Earnest Money and undertakes in the event of AEL’s default to perform such obligations in lieu of AEL.

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Information on the Target Group

The Target Group is the leading provider of heavy infrastructure construction equipment in the PRC and provides a full range of design, manufacturing, sales and leasing of infrastructure equipment along with construction services and personnel to the high-speed elevated railways, urban subways, and cargo and container markets in the PRC.

The signing of the Definitive Agreement and hence the Proposed Acquisition may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings as set out below:

“associate”	has the meaning ascribed thereto under the Listing Rules;
“AEL”	Advanced Easy Limited, a company incorporated in the British
	Virgin Islands with limited liability, is the legal and beneficial
	owner of 51% interest in the Target Company;
“Board”	the board of Directors;
“Closing”	the event in which all of the Sale Shares and all of the
	shareholder’s loan advanced by AEL to the Target Company are
	transferred from AEL to WDL and WDL pays the Consideration
	to AEL;
“Company”	Poly Development Holdings Limited (stock code: 1141), a
	company incorporated in Bermuda, the Shares of which are listed
	on the Stock Exchange;
“Consideration”	the consideration for the Proposed Acquisition;
“Definitive Agreement”	the definitive agreement(s) to be entered into between WDL , AEL
	and Mr. Wong relating to the Proposed Acquisition;
“Director(s)”	the director(s) of the Company;
“Framework	the framework agreement dated 12 June 2009 entered into
Agreement”	between WDL, AEL and Mr. Wong in relation to the Proposed
	Acquisition;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange;

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“Mr. Wong” Mr. Wong Danny F., the ultimate beneficial owner of AEL; “Parties” the parties to the Framework Agreement and the Definitive Agreement, being WDL , AEL and Mr. Wong; “PRC” The People’s Republic of China; “Proposed Acquisition” the proposed acquisition of the Sale Shares by WDL from AEL pursuant to the Definitive Agreement and the entire shareholder’s loan advanced by AEL to the Target Company;

“Sale Shares” all of the shares held by AEL in the Target Company (representing 51% of the issued share capital of the Target Company); “Shareholder(s)” holder(s) of the Shares; “Share(s)” ordinary share(s) of HK$0.01 in the share capital of the Company; “Signing Longstop 30 September 2009, which date is subject to extension by mutual Date” agreement between the Parties; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Target Company” China Infrastructure Industries Corporation 中國建設重工集團有 限公司 , a company incorporated in the British Virgin Islands with limited liability;

“Target Group” The Target Company and its subsidiaries; “WDL” Wealthy Dynasty Limited, a company incorporated in the British Virgin Islands, is an indirect wholly-owned subsidiary of the Company;

“%” per cent.

By Order of the Board Poly Development Holdings Limited Suen Cho Hung, Paul Chairman

Hong Kong , 12 June 2009

As at the date of this announcement, the Board comprises Mr. Suen Cho Hung, Paul (Chairman), Mr. Lo Ming Chi, Charles (Deputy Chairman and Chief Executive Officer) and Mr. Sue Ka Lok as Executive Directors and Mr. Wong Kwok Tai, Mr. Weng Yixiang, Mr. Lu Xinsheng and Mr. Xiong Wei as Independent Non-executive Directors.

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