Wanjia Group Holdings Limited - Proxy Solicitation & Information Statement 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Min Xin Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 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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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

MAJOR AND CONNECTED TRANSACTION

Financial Adviser to Min Xin Holdings Limited

GOLDBOND CAPITAL (ASIA) LIMITED

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

A letter from the Board is set out on pages 6 to 16 of this circular. A letter from the Independent Board Committee is set out on page 17 of this circular.

A letter from VXL Financial Services Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 29 of this circular.

A notice convening the EGM to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 31 May 2007 at 3:30 p.m. is set out on pages 39 to 40 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

14 May 2007

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information on the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information on the Huaneng Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Reasons for the Disposal and use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Financial effects of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . .	17
LETTER FROM VXLFS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX I – FINANCIAL INFORMATION
RELATING TO THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
APPENDIX II – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	39

– i –

DEFINITIONS

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

“A Share(s)”	RMB-denominated domestic share(s) in the ordinary
	share capital of Huaneng with a nominal value of
	RMB1.00 each, which are listed on the Shanghai Stock
	Exchange
“Acquisition Agreement”	the agreement dated 19 July 2004 entered into between
	the Company and the liquidation team of FITIC for
	acquisition of 108,000,000 Huaneng Domestic Shares
“Agreement”	the agreement dated 4 April 2007 entered into between
	the Company and the Purchaser for the disposal of
	the Asset by the Company at the consideration of
	RMB147,240,000 (equivalent to approximately
	HK$148,737,790)
“Announcement”	the announcement of the Company dated 12 April 2007
	in relation to the Disposal
“Asset”	▲ 36,000,000 Huaneng Restricted Circulating Shares
“associates”	has the same meaning as ascribed to it under the
	Listing Rules
“Board”	the board of Directors
“Business Day(s)”	a day (other than Saturday) on which banks in Hong
	Kong are generally open for business
“connected person(s)”	has the same meaning as ascribed to it under the
	Listing Rules
“Consideration”	RMB147,240,000 (equivalent to approximately
	HK$148,737,790), being the consideration for the
	Disposal
“controlling shareholder”	has the same meaning as ascribed to it under the
	Listing Rules
“CSRC”	China Securities Regulatory Commission
“Director(s)”	director(s) of the Company
“Disposal”	disposal of the Asset by the Company to the Purchaser
	pursuant to the Agreement
“EGM”	an extraordinary general meeting of the Company to
	be held to consider the ordinary resolution to be
	proposed to approve the Agreement and the
	transactions contemplated thereunder

– 1 –

DEFINITIONS

“FITIC”	福建國際信托投資公司(for identification purposes, in
	English, Fujian International Trust & Investment
	Corporation), which was liquidated and deregistered,
	with all assets, liabilities and personnel, succeeded by
	FIEC (details of which were set out in the
	announcement of the Company dated 25 August 2005)
“Group”	the Company and its subsidiaries
“Guidelines”	上市公司股權分置改革業務操作指引(for identification
	purposes, in English, operational guidelines for the
	share reform of listed companies) as issued by the
	Shanghai Stock Exchange and other relevant Chinese
	▲ ▲ government authorities on 6 September 2005
“HIPDC”	華能國際電力開發公司(Huaneng International Power
	Development Corporation), a wholly State-owned
	company incorporated in the PRC and the largest
	shareholder of Huaneng
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Huaneng”	Huaneng Power International, Inc., a Sino-foreign joint
	stock limited company incorporated in the PRC whose
	Huaneng H Shares and A Shares are listed on the Stock
	Exchange and the Shanghai Stock Exchange,
	respectively
“Huaneng Domestic Share(s)”	ordinary domestic shares in the existing issued share
	capital of Huaneng, with a nominal value of RMB1.00
	each, which are not traded in any stock exchange
“Huaneng Group”	Huaneng and its subsidiaries
“Huaneng H Share(s)”	overseas listed foreign shares in the existing issued
	share capital of Huaneng, with a nominal value of
	RMB1.00 each, which are traded in Hong Kong dollars
	and listed on the Stock Exchange
“Huaneng Non State-owned	ordinary shares of Huaneng re-designated from
Legal Shares”	Huaneng Domestic Shares, with a RMB-denominated
	par value of RMB1.00 each, which re-designation took
	place upon the ownership transfer of Huaneng
	Domestic Shares pursuant to the Supplemental
	Agreement, and for the avoidance of doubt, Huaneng
	Non State-owned Legal Shares exclude Huaneng H
	Shares. Under the articles of association of Huaneng,
	Huaneng Non State-owned Legal Shares are to be
	treated as if it is in the same class as holders of
	Huaneng Domestic Shares

– 2 –

DEFINITIONS

“Huaneng Restricted Circulating Shares”

ordinary domestic shares of Huaneng re-designated from Huaneng Domestic Shares (including Huaneng Non State-owned Legal Shares), with a nominal value of RMB1.00 each, which re-designation took place upon the implementation of the Share Reform in April 2006 and subject to different periods of lock-up and will be freely tradable on the Shanghai Stock Exchange on 19 April 2007 or a later date as agreed between the holder(s) of such shares and Huaneng

“IFRS” International Financial Reporting Standards issued by the International Accounting Standards Board
“Independent Board an independent committee of the Board comprising Committee” Messrs Robert Tsai To Sze, Ip Kai Ming and So Hop Shing, all being independent non-executive Directors, established for the purpose of reviewing the transactions contemplated under the Disposal
“Independent Financial Adviser” VXL Financial Services Limited, a licensed corporation or “VXLFS” under the SFO to carry on type 6 (advising on corporate finance) regulated activities, which has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder
“Independent Shareholders”
Shareholders who are not involved in or interest in the transaction and other than FIEC and its associates
“Latest Practicable Date”
[7 May 2007, being the latest practicable date prior to] the printing of this circular for ascertaining certain information referred to in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date” 60 Business Days from the signing of the Agreement or, such later date as the parties to the Agreement may agree in writing

“Memorandum” 股權分置改革工作備忘錄（第14號）：有限售條件的流通股上市流通有關事宜 (for identification purposes, in English, Number 14 Memorandum of share reforms – the conversion and circulation of restricted circulating shares) as issued by the Shanghai Stock Exchange on 17 August 2006

– 3 –

DEFINITIONS

“MOC”	Ministry of Commerce of the PRC
“NAV Appreciation”	a pro-rata entitlement in terms of the appreciation in
	the net asset value of the Asset during the period from
	▲ 1 March 2006 up to the date of the completion of the
	Agreement to the Company by FIEC with reference to
	the audited accounts issued by Huaneng for the year
	ended 31 December 2006 and thereafter (if applicable)
	under PRC GAAP pursuant to the Agreement
“Notice”	關於向外商轉讓上市公司國有股和法人股有關問題的通
	知(for identification purposes, in English, Notice of
	CSRC, MOF and the State Economic and Trade
	Commission on issues relating to transfer of State-
	owned shares and legal person shares of publicly-listed
	companies to foreign investors)
“Percentage Ratios”	the percentage ratios (other than the equity capital
	ratio) under Rule 14.07 of the Listing Rules
“PRC”	The People’s Republic of China
“PRC GAAP”	Generally accepted accounting principles of the PRC
“PRC Huaneng Group”	中國華能集團公司(for identification purposes, in
	English, PRC Huaneng Group), a wholly State-owned
	company incorporated in the PRC and the ultimate
	controlling shareholder of Huaneng
“Proposal”	華能國際電力股份有限公司股權分置改革說明書（修訂
	稿）(for identification purposes, in English, share
	reform proposal of Huaneng) as set out in the
	announcement of Huaneng dated 16 March 2006
“Purchaser” or “FIEC”	福建投資企業集團公司(for identification purposes, in
	English, Fujian Investment & Enterprise Holdings
	Corporation), a wholly State-owned company
	incorporated in the PRC, the ultimate beneficial owner
	of a substantial shareholder (as defined in the Listing
	Rules) of the Company holding an effective
	shareholding of approximately 25.71% of the existing
	issued share capital of the Company
“Revised Memorandum”	股權分置改革工作備忘錄（第14號）：股改形成的有限售
	條件的流通股上市流通有關事宜(for identification
	purposes, in English, Number 14 Memorandum of
	share reforms – the conversion and circulation of
	restricted circulating shares as a result of share
	reforms) as issued by the Shanghai Stock Exchange on
	12 December 2006

– 4 –

DEFINITIONS

“SASAC”

State-owned Assets Supervision and Administration Commission of Fujian Province, PRC

“Share(s)”

ordinary share(s) of HK$1.00 each in the existing issued share capital of the Company

“Shareholder(s)”

holder(s) of the Shares

“Share Reform”

the share reform of non-circulating Huaneng Domestic Shares (including Huaneng Non State-owned Legal Shares) into circulating A Shares in accordance with the requirements under the relevant laws and regulations including the “Guidelines of the State Council for Promoting the Reform and Opening-up and Sustained Development of the Capital Market” (Guo Fa [2004] No. 3) promulgated by the State Council of the PRC and the “Guiding Opinions on the State Share Reform of Listed Companies” jointly promulgated by the CSRC, the SASAC of the State Council, the Ministry of Finance, People’s Bank of China and the MOC

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Supplemental Agreement”
the agreement dated 2 March 2005 entered into between the Company as the purchaser and the liquidation team of FITIC as the vendor for the acquisition of 108,000,000 Huaneng Domestic Shares

“Vendor” or “Company”

Min Xin Holdings Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“RMB” Renminbi, the lawful currency of the PRC

Note: For the purpose of this circular, unless otherwise specified, amounts denominated in Renminbi have been translated for the purpose of illustration only into Hong Kong dollars at the exchange rate of HK$1.00 = RMB0.98993.

– 5 –

LETTER FROM THE BOARD

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

Executive Directors: Mr Ding Shi Da (Chairman) Mr Chen Gui Zong (Vice Chairman) Mr Zhu Xue Lun Mr Weng Jian Yu

Registered office: 17th Floor, Fairmont House 8 Cotton Tree Drive Central Hong Kong

Non-executive Directors: Mr Wang Hui Jin Mr Chen Le

Independent non-executive Directors: Mr Ip Kai Ming Mr Robert Tsai To Sze Mr So Hop Shing

14 May 2007

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION

INTRODUCTION

On 4 April 2007, the Company entered into the Agreement with FIEC, pursuant to which the Company conditionally agreed to sell and FIEC conditionally agreed to acquire from the Company 36,000,000 Huaneng Restricted Circulating Shares at the Consideration.

The Disposal constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and therefore is subject to the approval by the Shareholders at an extraordinary general meeting under Rule 14.44 of the Listing Rules. In addition, the Disposal also constitutes a connected transaction for the Company under Rule 14A.13(1)(a) of the Listing Rules. FIEC and its associates will abstain from voting in relation to the ordinary resolution to be put forward at the EGM for the purpose of approving the transactions contemplated under the Agreement.

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to give you, among others, further details of the Disposal, other disclosures in connection with the Disposal required pursuant to the Listing Rules and a notice of EGM for the purpose of seeking the approval of the Disposal by the Independent Shareholders.

BACKGROUND

On 2 March 2005, the Company entered into the Supplemental Agreement, as a revision to the Acquisition Agreement originally entered into on 19 July 2004, with the liquidation team of FITIC for the acquisition of 108,000,000 Huaneng Domestic Shares, representing approximately 0.9% of the then issued share capital of Huaneng as at 31 December 2004 at a consideration of RMB373,896,000 (equivalent to approximately HK$377,699,433) (Details of the Supplemental Agreement and the Acquisition Agreement were set out in the circular of the Company dated 29 March 2005 and 1 September 2004 respectively). The 108,000,000 Huaneng Domestic Shares acquired by the Company were subsequently re-designated as Huaneng Non State-owned Legal Shares upon the ownership transfer of such shares to the Company. The Company paid the final installment of the consideration to FIEC on 4 April 2007 and the transactions contemplated under the Acquisition Agreement and the Supplemental Agreement were deemed to be completed on that day.

In March 2006, Huaneng announced the Share Reform proposal pursuant to which the largest shareholder of Huaneng, HIPDC and its controlling shareholder, PRC Huaneng Group, made a proposal for converting all of Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares into A Shares that will be listed and traded on the Shanghai Stock Exchange. Under such proposal, HIPDC and PRC Huaneng Group will offer three shares to each holder of publicly traded A Shares for every ten A Shares in exchange for their consent to the conversion of the Huaneng Domestic Shares and the Huaneng Non State-owned Legal Shares into unrestricted circulating A Shares. The Share Reform proposal was subject to the approval by the holders of the A Shares voting as a class as well as approval by the relevant Chinese government authorities. HIPDC and PRC Huaneng Group would bear all the costs and expenses that may arise in connection with this reform.

As an integral part to the Share Reform, holders of Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares were required to sell one-third of their respective shareholding in Huaneng to the PRC Huaneng Group at RMB4.09 per share, being a premium of 26.2% over the net asset value per Huaneng Share as at 31 December 2005, as their consideration under the Share Reform. The consideration arrangement for the Share Reform of Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares were coordinated by PRC Huaneng Group. As at the date of announcement of the proposed Share Reform, the Company and FIEC held 108,000,000 Huaneng Non State-owned Legal Shares and 561,700,000 Huaneng Domestic Shares, representing approximately 0.9% and 4.7% of the issued share capital of Huaneng, respectively.

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LETTER FROM THE BOARD

However the Company was not able to sell its Huaneng Non State-owned Legal Shares at that time due to the twelve-month restriction on sale of such shares from the date of final payment of the consideration under the Supplemental Agreement in accordance with the Notice promulgated by relevant authorities in the PRC. FIEC sold an additional 36,000,000 Huaneng Domestic Shares, equivalent to one-third in number of the Company’s holding of Huaneng Non State-owned Legal Shares, to PRC Huaneng Group to facilitate the Share Reform. Accordingly, on 28 February 2006, FIEC entered into a sale and purchase agreement with PRC Huaneng Group, pursuant to which FIEC agreed to sell and PRC Huaneng Group agreed to purchase 223,233,333 Huaneng Domestic Shares for a consideration of approximately RMB913,024,332, representing RMB4.09 per Huaneng Domestic Share. The Directors confirm that at the time of the Share Reform, there was no agreement between FIEC and the Company in relation to whether the Company has to return the said 36,000,000 shares to FIEC.

In April 2006, the Share Reform proposal was implemented after obtaining approval from relevant government authorities of the PRC and the shareholders approval at the relevant meeting for the holders of the A Shares in respect of the Share Reform. Pursuant to the implementation of the Share Reform, Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares held by FIEC and the Company respectively were re-designated as Huaneng Restricted Circulating Shares which were subject to a twelve-month lock-up in accordance with the Share Reform and could be re-designated, through application, as unrestricted circulating A Shares and freely tradable on the Shanghai Stock Exchange on 19 April 2007. Based on the legal opinion issued by the Company’s PRC legal adviser, upon the implementation of the Share Reform, the Huaneng Non State-owned Legal Shares held by the Company had been converted into Huaneng Restricted Circulating Shares and were therefore no longer subject to the twelve-month selling restriction in accordance with the Notice. As such, shares held by the Company are no longer subject to the twelvemonth sale restriction from the date of final payment of the consideration under the Supplemental Agreement.

On 21 March 2007, Huaneng issued a notice requesting the holders of the Huaneng Restricted Circulating Shares to apply through Huaneng to the Shanghai Stock Exchange for the formal conversion of their Huaneng Restricted Circulating Shares into unrestricted circulating A Shares. Pursuant to the Memorandum in relation to share reforms, if a holder of such shares has not paid the relevant consideration under the relevant Share Reform, consent from the party which has paid such consideration for the abovementioned holder is required for the application of the conversion. Accordingly, in the case of the Company, consent from FIEC is required.

However, after the issuance of the Announcement, the Company was informed that such Memorandum was subsequently replaced by the Revised Memorandum, pursuant to which the requirement for holder of shares which has not paid the relevant consideration under the relevant share reform to obtain consent from the party which has paid such consideration on its behalf was deleted.

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LETTER FROM THE BOARD

Upon receipt of the Revised Memorandum, the Company has immediately sought the advice of the PRC legal advisers and enquired Huaneng about this matter. In reply to an enquiry made by Huaneng on this matter, the Shanghai Stock Exchange referred to Clause 19 of the Guidelines and responded that the board of directors of Huaneng should conduct the application of the conversion of the Huaneng Restricted Circulating shares to unrestricted circulating A Shares in accordance with the Proposal. As stated in the Proposal, the obligations of both FIEC and the Company to sell Huaneng Restricted Circulating Shares to the PRC Huaneng Group have been fulfilled by FIEC. As stated in the announcement of Huaneng dated 13 April 2007, at the request of FIEC, the 108,000,000 Huaneng Restricted Circulating Shares held by the Company has not been converted into unrestricted circulating A Shares pending the agreement on the resolution of FIEC’s fulfilment of the obligations of the Company under the Share Reform on behalf of the Company. Based on the above, the Company’s PRC legal adviser opined that in order to convert the 108,000,000 Huaneng Restricted Circulating Shares to unrestricted circulating A Shares, the Company should sell 36,000,000 Huaneng Restricted Circulating Shares to FIEC as requested by FIEC. Save as the above mentioned request by FIEC, as confirmed by the Company’s PRC legal adviser, the Company is not subject to any other conditions to convert its remaining Huaneng Restricted Circulating Shares to unrestricted circulating A Shares .

As such, and having considered the factors listed in the paragraph headed “Reasons for the Disposal and use of proceeds” below, the Company entered into the Agreement with FIEC in relation to the sale of 36,000,000 Huaneng Restricted Circulating Shares.

THE AGREEMENT

Date

4 April 2007

Parties

Vendor: the Company Purchaser: FIEC

Subject matter of the Disposal

The Asset, being 36,000,000 Huaneng Restricted Circulating Shares, which represents approximately 0.3% of the existing issued share capital of Huaneng and equivalent to onethird in number of the Company’s holding of Huaneng Restricted Circulating Shares as at the Latest Practicable Date.

Terms of the Agreement

Pursuant to the Agreement, the Company had conditionally agreed to sell and FIEC had conditionally agreed to purchase the Asset at the consideration of RMB147,240,000 (equivalent to approximately HK$148,737,790), subject to adjustment arising from the NAV Appreciation.

– 9 –

LETTER FROM THE BOARD

Consideration

The consideration of the Disposal of RMB147,240,000 (equivalent to approximately HK$148,737,790) subject to adjustment arising from the NAV Appreciation (the “Total Consideration”), was determined after taking into consideration (i) the amount received by FIEC of RMB147,240,000 for the additional 36,000,000 Huaneng Domestic Shares FIEC sold to PRC Huaneng Group pursuant to the sale and purchase agreement entered between FIEC and PRC Huaneng Group on 28 February 2006, (ii) any NAV Appreciation during the period from 1 March 2006 up to the date of completion of the Agreement and (iii) any dividend attributable to the Asset received by the Company during the year ended 31 December 2006 and thereafter (if applicable).

Pursuant to the Agreement, FIEC should pay the Company the pro-rata entitlement in terms of the appreciation in the net asset value of the Asset during the period from 1 March 2006 until the date of completion of the Agreement with reference to the audited accounts issued by Huaneng for the year ended 31 December 2006 and thereafter (if applicable) under the PRC GAAP. The following sets out the formula for the calculation of the NAV Appreciation:

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A i = Net asset value attributable to the Asset as at the end of the financial year i of Huaneng
B i = Dividend attributable to the Asset declared by Huaneng during the financial year i of Huaneng
C i = Number of days from 1 January of financial year i of Huaneng until the date of completion of the Agreement. If financial year i is 2006, Ci will be the number of days from 1 March 2006 till 31 December 2006 (subject to a maximum of 365 days)
D i = Dividend attributable to the Asset declared by Huaneng during the financial year i of Huaneng and received by the Vendor
i = Financial year of Huaneng
n = Financial year of Huaneng which the date of completion of the Agreement falls under

The amount of the NAV Appreciation to be received by the Company cannot be ascertained until the completion of the Agreement, which is expected to be on or before the Long Stop Date. For information purposes only, the NAV Appreciation from 1 March 2006 to 31 December 2006 amounted to approximately RMB5.3 million, representing 3.6% of the Consideration, and the dividend attributable to the Asset as declared by Huaneng and received by the Company was RMB9.0 million during the year ended 31 December 2006.

The Directors, having taking into account the interest the Company would have received on the consideration of RMB147,240,000 had the Company sold the 36,000,000 Huaneng Non State-owned Legal Shares to PRC Huaneng Group in February 2006, the price received by FIEC for the sale of 36,000,000 Huaneng Domestic Shares to PRC Huaneng Group and (i) the NAV Appreciation of approximately RMB5.3 million for the period from

– 10 –

LETTER FROM THE BOARD

1 March 2006 to 31 December 2006 and (ii) the dividend of RMB9.0 million received by the Company during the year ended 31 December 2006, considered the Total Consideration to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Based on the Consideration of RMB147,240,000 (equivalent to approximately HK$148,737,790), disposal price per Huaneng Restricted Circulating Shares under the Disposal is RMB4.09 (equivalent to approximately HK$4.13).

The Consideration shall be paid by the Purchaser within 30 Business Days upon the fulfillment of the conditions set out under the paragraph headed “Conditions precedent”.

Conditions precedent

Completion of the Disposal is subject to the fulfillment of the following conditions:

the approval by the Independent Shareholders at the EGM by way of a poll of the Disposal and the approval by the Stock Exchange on the Announcement and this circular on the Disposal; and
the receipt of a satisfactory legal opinion on (i) the Disposal and (ii) that the remaining 72,000,000 Huaneng Restricted Circulating Shares held by the Company upon the completion of the Agreement, could apply to be re-designated as unrestricted circulating A Shares and freely tradable on the Shanghai Stock Exchange, issued by a PRC legal adviser whose appointment is acceptable to the Vendor and the Purchaser.

The above conditions cannot be waived by any party and should be fulfilled by the Long Stop Date. If the aforesaid conditions have not been fulfilled by the Long Stop Date, the Agreement shall cease to have any effect and no party shall have any liability thereunder (but without prejudice to the rights of any party against the others for antecedent breaches of the Agreement).

Completion

Completion of the Agreement shall take place on the date of actual receipt of the Consideration payable to the Company by FIEC when all of the conditions set out in the section headed “Conditions precedent” above are satisfied.

Pursuant to the Agreement, the Asset would remain restricted circulating shares of Huaneng until the date the remaining 72,000,000 Huaneng Restricted Circulating Shares held by the Company upon the completion of the Agreement, are converted, through application, into unrestricted circulating A Shares and freely tradable on the Shanghai Stock Exchange.

– 11 –

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

The principal activities of the Group are financial services, investment holding, property development and investment, and infrastructure investment.

INFORMATION ON THE PURCHASER

FIEC was principally engaged in investment holding in, including but not limited to, financial, industrial and infrastructural projects in the PRC.

FIEC is the ultimate beneficial owner of Vigour Fine Company Limited, a substantial shareholder (as defined in the Listing Rules) of the Company holding an effective shareholding of approximately 25.71% of the existing issued share capital of the Company and hence a connected person of the Company under the Listing Rules.

INFORMATION ON THE HUANENG GROUP

The Huaneng Group is principally engaged in developing, constructing, operating and managing large-scale coal-fired power plants throughout the PRC. The Huaneng Group is also one of the largest independent power producers in the PRC with equity-based generation capacity of 28,187 megawatt (MW) as at 31 March 2007. The following are the financial information of the Huaneng Group as extracted from the Huaneng Group’s results announcement dated 3 April 2007:

Based on IFRS:

	For the year ended	For the year ended
	31 December
	2005	2006
		(RMB million)
Operating revenue	40,190	44,301
Profit before tax	6,592	8,017
Profit for the year attributable to equity holders
of Huaneng	4,872	6,071

– 12 –

LETTER FROM THE BOARD

Based on PRC GAAP:

	For the year ended	For the year ended
	31 December
	2005	2006
		(RMB million)
Revenue from principal operations	40,248	44,313
Total profit (before income taxation and
minority interests)	6,679	7,750
Net profit (attributable to equity holders
of Huaneng)	4,763	5,550

As at 31 December 2006, Huaneng Group had net assets attributable to equity holders of Huaneng of approximately RMB43.5 billion and RMB41.8 billion based on IFRS and PRC GAAP respectively.

REASONS FOR THE DISPOSAL AND USE OF PROCEEDS

As stated above, as an integral part to the Share Reform, holders of the Huaneng Domestic Shares (including Huaneng Non State-owned Legal Shares) were required to sell one-third of their respective shareholdings in Huaneng to the PRC Huaneng Group. The Company, due to the abovementioned twelve-month selling restrictions, could not fulfil the obligation of the sale of such shares. FIEC instead sold 36,000,000 more Huaneng Domestic Shares to facilitate the Share Reform. The Directors consider that the entering into of the Agreement is a way of fulfilling the Company’s original contribution under the Share Reform.

The Directors consider that entering into the Agreement will enable the conversion of the remaining 72,000,000 Huaneng Restricted Circulating Shares into unrestricted circulating A Shares, which are liquid assets with quotable value, therefore enabling the Company greater flexibility in managing its interest in Huaneng. Furthermore, having considered that (i) FIEC had sold 36,000,000 more Huaneng Domestic Share to facilitate the Share Reform; (ii) the price per Huaneng Restricted Circulating Shares of RMB4.09 receivable as per the Consideration under the Agreement is equivalent to the consideration received by FIEC under the Share Reform; and (iii) the Disposal will prevent any loss of state-owned assets managed by SASAC, the Directors consider that the Disposal is fair and reasonable and is in the interest of the Company and its Shareholders as a whole.

The Board intends to utilise the proceeds from the Disposal as to (i) up to HK$20 million for repayment of outstanding bank borrowings of the Company and (ii) the remaining balance for existing investment projects and general working capital of the Group.

– 13 –

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE DISPOSAL

Based on the annual report of the Group for the year ended 31 December 2006, the Group is expected to realise a gain on disposal of approximately HK$26.3 million, being the sum of (i) difference between the Consideration of approximately HK$148.7 million (without taking into account the NAV Appreciation) and the fair value of the Asset of HK$158.8 million as at 31 December 2006 and (ii) the release of investment revaluation reserve, after deduction of estimated deferred tax provision of HK$4.0 million, recognised in equity of HK$36.4 million as at 31 December 2006, from the Disposal, which is to be adjusted by foreign exchange gain/(loss) and expenses incurred for the Disposal, actual tax expense and the NAV Appreciation that may arise as a result of the Disposal.

Upon completion of the Disposal, the Group’s net assets will be decreased by approximately HK$10.1 million, being the difference between (i) the Consideration of approximately HK$148.7 million (without taking into account the NAV Appreciation) and (ii) the fair value of the Asset of HK$158.8 million, which is to be adjusted by foreign exchange gain/(loss) and expenses incurred for the Disposal, actual tax expense and the NAV Appreciation that may arise as a result of the Disposal.

For information purposes only, the NAV Appreciation from 1 March 2006 to 31 December 2006 amounted to approximately RMB5.3 million (equivalent to approximately HK$5.4 million). The following table shows the financial effects of the Disposal taking into account the NAV Appreciation for the period from 1 March 2006 to 31 December 2006.

	Gain on	Change on
	disposal	net assets
	HK$ million	HK$ million
Based on the Consideration	26.3	(10.1)
Based on the NAV Appreciation for the period
from 1 March to 31 December 2006	5.4	5.4
Total effect:	31.7	(4.7)

GENERAL

The Disposal constitutes a major transaction for the Company under the Listing Rules. As the Purchaser, FIEC, is the ultimate beneficial owner of a substantial shareholder (as defined in the Listing Rules) of the Company holding an effective shareholding of approximately 25.71% of the existing issued share capital of the Company and hence a connected person of the Company under the Listing Rules, the Disposal will also be treated as a connected transaction for the Company under the Listing Rules and will be subject to the approval of the Independent Shareholders by poll at the EGM. The Purchaser, FIEC and its associates will abstain from voting in relation to the ordinary resolution to be put forward at the EGM for the purpose of approving the transactions contemplated under the Agreement.

– 14 –

LETTER FROM THE BOARD

The Directors noted that the Disposal shall constitute a connected transaction and accordingly VXLFS has been appointed to advise the Independent Board Committee and the Independent Shareholders on the Agreement and the transactions contemplated thereunder.

EGM

The Disposal constitutes a major and connected transaction on the part of the Company under the Listing Rules. Pursuant to Rule 14A.52 of the Listing Rules, the Disposal is conditional on approval by the Independent Shareholders at the EGM. As FIEC and its associates are connected persons of the Company, the Directors confirmed that FIEC and its associates will abstain from voting at the EGM in relation to the resolution to approve the Agreement and the transactions contemplated thereunder.

A notice convening the EGM to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 31 May 2007 at 3:30 p.m. for the purpose of considering and, if thought fit, approving the terms of the Agreement and the transactions contemplated thereunder by way of a poll is set out on pages 39 to 40 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

In compliance with the Listing Rules, the votes to be taken at the EGM will be taken by poll, the results of which will be announced after the EGM.

PROCEDURES FOR DEMANDING A POLL

Under the articles of association of the Company, a poll can be demanded by:

(a) the chairman of the meeting; or
(b) at least three Shareholders present in person or by proxy and entitled to vote; or
(c) any Shareholder or Shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or
(d) any Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

The Chairman will demand a poll at the EGM.

– 15 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 17 which contains its recommendation to the Independent Shareholders on the terms of the Agreement, and the letter from VXLFS, the text of which is set out on pages 18 to 29 of this circular containing its advice to the Independent Board Committee and the Independent Shareholders.

For the reasons set out above, the Board considers the terms of the Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and therefore recommends the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM for approving the terms of the Agreement and the transactions contemplated thereunder. You are advised to read the aforesaid letters before deciding as to how to vote at the EGM.

FURTHER INFORMATION

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

Yours faithfully Ding Shi Da Chairman

– 16 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [86 x 49] intentionally omitted <==

MIN XIN HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

14 May 2007

To the Independent Shareholders

Dear Sirs or Madam,

MAJOR AND CONNECTED TRANSACTION

We have been appointed as members of the Independent Board Committee to advise you in connection with the Agreement and the transactions contemplated thereunder, details of which are set out in the letter from the Board contained in the circular to the Shareholders dated 14 May 2007 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall have the same respective meanings when used herein unless the context otherwise requires.

Having considered the terms of the Agreement and the transactions contemplated thereunder and the advice of VXLFS in relation thereto as set out on pages 18 to 29 of the Circular, we are of the opinion that the terms of 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.

Yours faithfully, Independent Board Committee Ip Kai Ming Robert Tsai To Sze So Hop Shing Independent non-executive Directors

– 17 –

LETTER FROM VXLFS

The following is the text of a letter of advice from VXLFS to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Agreement and the transactions contemplated thereunder, which has been prepared for the purpose of inclusion in this circular.

VXL Financial Services Limited

Unit 3214, 32nd Floor, Cosco Tower Grand Millennium Plaza (High Block) 183 Queen’s Road Central Hong Kong

14 May 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION

I. INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Details of the terms of the Agreement and the transactions contemplated thereunder are contained in the circular dated 14 May 2007 (the “Circular”) to the Shareholders of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

The Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and therefore is subject to the approval by the Shareholders at a general meeting under Chapter 14 of the Listing Rules. As the Purchaser, FIEC, is the ultimate beneficial owner of a substantial shareholder (as defined in the Listing Rules) of the Company holding an effective shareholding of approximately 25.71% of the existing issued share capital of the Company and hence a connected person of the Company under the Listing Rules, the Disposal also constitutes a connected transaction for the Company under the Listing Rules and is subject to the approval of the Independent Shareholders by poll at the EGM. FIEC and its associates will be required to abstain from voting in relation to the ordinary resolution to be put forward at the EGM for the purpose of approving the transactions contemplated under the Agreement.

– 18 –

LETTER FROM VXLFS

The Independent Board Committee comprising Mr. Robert Tsai To Sze, Mr. Ip Kai Ming and Mr. So Hop Shing, being independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the terms of the Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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

In formulating our recommendation, we have relied on the information and facts contained or referred to in the Circular and supplied to us by the Company, and the opinion expressed by and the representations of the directors and management of the Company. We have assumed that all the information and representations provided to us or contained or referred to in the Circular were true, accurate and complete in all respects at the time they were made and continue to be so up to the date of the EGM and may be relied upon. We have also assumed that all opinions made by the Directors in the Circular were made reasonably after due and careful enquiry and were based on honestly-held opinion. We have also relied on the responsibility statement set out in Appendix II to the Circular that the Directors collectively and individually accept full responsibility for the accuracy of the information contained in the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have also been advised by the Directors and believe that no material facts have been omitted from the information provided and referred to in the Circular, which would make any statement of the Circular misleading.

We consider that we have reviewed currently available information and documents, which are available under the present circumstances, and have performed all reasonable steps as required under Rule 13.80 of the Listing Rules, to enable us to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have no reason to suspect that any relevant information or reports have been withheld, nor are we aware of any facts on circumstances which would render the information provided and the representations made to us to be untrue, inaccurate or misleading. We have not, however, carried out an independent verification of the information provided, nor have we conducted an independent investigation into the business, affairs, operations, financial position or future prospects of the Company or FIEC or Huaneng Group or any of their respective subsidiaries or associates.

– 19 –

LETTER FROM VXLFS

II. PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation, we have taken into consideration the following principal factors and reasons:

1. Background to and reasons for the Disposal

The Group is principally engaged in financial services, investment holding, property development and investment, and infrastructure investment.

FIEC, a wholly State-owned company incorporated in the PRC, is principally engaged in investment holding in, including but not limited to, financial, industrial and infrastructural projects in the PRC.

We note from the letter from the Board in the Circular (“Letter from the Board”) that the Company entered into the Supplemental Agreement on 2 March 2005, which was a revision to the Acquisition Agreement dated 19 July 2004, with the liquidation team of FITIC for the acquisition of 108,000,000 Huaneng Domestic Shares, representing approximately 0.9% of the then issued share capital of Huaneng as at 31 December 2004 at a consideration of RMB373,896,000 (equivalent to approximately HK$377,699,433). Upon the ownership transfer of such shares to the Company, the 108,000,000 Huaneng Domestic Shares acquired by the Company were subsequently re-designated as Huaneng Non State-owned Legal Shares. The Company paid the final installment of the consideration to FIEC on 4 April 2007 and the transactions contemplated under the Acquisition Agreement and the Supplemental Agreement were deemed to be completed on that day. In accordance with the Notice promulgated by relevant authorities in the PRC, the Company was under the twelve-month restriction (“Sale Restriction”) on sale of its Huaneng Non State-owned Legal Shares from the date of the final payment of the consideration under the Supplemental Agreement.

In March 2006, Huaneng announced the Share Reform proposal pursuant to which the largest shareholder of Huaneng, HIPDC and its controlling shareholder, PRC Huaneng Group, made a proposal for converting all of Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares into A Shares that will be listed and traded on the Shanghai Stock Exchange. As an integral part to the Share Reform, holders of Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares were required to sell one-third of their respective shareholding in Huaneng to the PRC Huaneng Group at RMB4.09 per share, being a premium of 26.2% over the net asset value per share of Huaneng as at 31 December 2005, as the consideration under the Share Reform. As at the date of announcement of the proposed Share Reform, the Company and FIEC held 108,000,000 Huaneng Non State-owned Legal Shares and 561,700,000 Huaneng Domestic Shares, representing approximately 0.9% and 4.7% of the issued share capital of Huaneng, respectively.

– 20 –

LETTER FROM VXLFS

According to the Share Reform proposal, the Company is required to sell 36,000,000 Huaneng Non State-owned Legal Shares to PRC Huaneng Group. At the time of the Share Reform, the Company was not able to sell its Huaneng Non Stateowned Legal Shares due to the Sale Restriction. FIEC then sold an additional 36,000,000 Huaneng Domestic Shares, equivalent to one-third in number of the Company’s holding of Huaneng Non State-owned Legal Shares, to PRC Huaneng Group on behalf of the Company to facilitate the Share Reform. Accordingly, on 28 February 2006, FIEC entered into a sale and purchase agreement (“PRC Huaneng Agreement”) with PRC Huaneng Group, pursuant to which FIEC agreed to sell and PRC Huaneng Group agreed to purchase 223,233,333 Huaneng Domestic Shares, for a consideration of approximately RMB913,024,332, representing RMB4.09 per Huaneng Domestic Share. We note from the PRC Huaneng Agreement that the 223,233,333 Huaneng Domestic Shares included the portion of shares of Huaneng FIEC sold on behalf of the Company. As stated in the Letter from the Board, the Directors confirm that at the time of the Share Reform, there was no agreement between FIEC and the Company in relation to whether the Company has to return the said 36,000,000 shares to FIEC.

The Share Reform proposal was implemented on 19 April 2006. Pursuant to the implementation of the Share Reform in April 2006, Huaneng Domestic Shares and Huaneng Non State-owned Legal Shares held by FIEC and the Company respectively were re-designated as Huaneng Restricted Circulating Shares which were subject to a twelve-month lock-up in accordance with the Share Reform and could be re-designated, through application, as unrestricted circulating A Shares and freely tradable on the Shanghai Stock Exchange on 19 April 2007. Based on the legal opinion issued by the Company’s PRC legal adviser, upon the implementation of the Share Reform, the Huaneng Non State-owned Legal Shares held by the Company had been converted into Huaneng Restricted Circulating Shares and were therefore no longer subject to the Sale Restriction in accordance with the Notice.

On 21 March 2007, Huaneng issued a notice requesting the holders of the Huaneng Restricted Circulating Shares to apply through Huaneng to the Shanghai Stock Exchange for the formal conversion of their Huaneng Restricted Circulating Shares into unrestricted circulating A Shares. Pursuant to the Memorandum in relation to share reforms, if a holder of such shares has not paid the relevant consideration under the relevant Share Reform, consent from the party which has paid such consideration for the abovementioned holder is required for the application of the conversion (the “Requirement”). Accordingly, in the case of the Company, consent from FIEC is required.

In order for FIEC to consider the said consent, SASAC, the owner of FIEC has demanded the sale of 36,000,000 Huaneng Restricted Circulating Shares by the Company to FIEC at RMB4.09 per share, the same price at the time FIEC sold its 36,000,000 Huaneng Domestic Shares to PRC Huaneng Group on behalf of the Company in February 2006, in order to prevent the loss of state-owned assets managed by SASAC. As such, on 4 April 2007, the Company entered into the

– 21 –

LETTER FROM VXLFS

Agreement with FIEC in relation to the sale of 36,000,000 Huaneng Restricted Circulating Shares. As confirmed by the Company’s PRC legal adviser in its legal opinion that, in accordance with the guideline 《上市公司流通股協議轉讓業務辦理暫行規則》, the transfer of the said 36,000,000 Huaneng Restricted Circulating Shares from the Company to FIEC is viable.

However, according to the clarification announcement of the Company dated 26 April 2007, the Company was informed after the issuance of the announcement dated 12 April 2007 that the Memorandum was subsequently replaced by the Revised Memorandum, pursuant to which the Requirement was deleted.

Upon receipt of the Revised Memorandum, the Company has immediately sought the advice of the PRC legal advisers and enquired Huaneng about this matter. In reply to an enquiry made by Huaneng on this matter, the Shanghai Stock Exchange referred to Clause 19 of the Guidelines and responded that the board of directors of Huaneng should conduct the application of the conversion of the Huaneng Restricted Circulating Shares to unrestricted circulating A Shares in accordance with the Proposal. As stated in the Proposal, the obligations of both FIEC and the Company to sell Huaneng Restricted Circulating Shares to the PRC Huaneng Group have been fulfilled by FIEC. As stated in the announcement of Huaneng dated 13 April 2007, at the request of FIEC, the 108,000,000 Huaneng Restricted Circulating Shares held by the Company has not been converted into unrestricted circulating A Shares pending the agreement on the resolution of FIEC’s fulfilment of the obligations of the Company under the Share Reform on behalf of the Company. Based on the above, the Company’s PRC legal adviser opined that in order to convert the 108,000,000 Huaneng Restricted Circulating Shares to unrestricted circulating A Shares, the Company should sell 36,000,000 Huaneng Restricted Circulating Shares to FIEC as requested by FIEC. Save as the above mentioned request by FIEC, as confirmed by the Company’s PRC legal adviser, the Company is not subject to any other conditions to convert its remaining Huaneng Restricted Circulating Shares to unrestricted circulating A Shares .

As stated in the Letter from the Board, the Directors consider the entering into of the Agreement is a way of fulfilling the Company’s original contribution under the Share Reform and will enable the conversion of the remaining 72,000,000 Huaneng Restricted Circulating Shares into unrestricted circulating A Shares, which are liquid assets with quotable value, therefore enabling the Company greater flexibility in managing its interests in Huaneng.

Having considered the above, including inter alias, (i) FIEC had sold 36,000,000 additional Huaneng Domestic Shares to facilitate the Share Reform on behalf of the Company; (ii) the entering into the Agreement is to fulfill the original contribution of the Company under the Share Reform and to get the consent from FIEC to convert the Huaneng Restricted Circulating Shares into Huaneng unrestricted circulating A Shares; (iii) the Consideration (prior to NAV appreciation) per Huaneng Restricted Circulating Share of RMB4.09 under the Agreement is equivalent to the consideration

– 22 –

LETTER FROM VXLFS

received by FIEC for the sale of such share under the Share Reform; (iv) the Disposal will prevent any loss of state-owned assets managed by SASAC; and (v) the flexibility to the Company to manage and realize its interests in Huaneng in a freely tradable manner on the Shanghai Stock Exchange upon conversion of the remaining 72,000,000 Huaneng Restricted Circulation Shares held by the Company into unrestricted circulating A Shares, we consider that the entering into the Agreement and the transactions contemplated thereunder is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

2. Consideration

The consideration of the Disposal of RMB147,240,000 (equivalent to approximately HK$148,737,790) is subject to adjustment arising from the NAV Appreciation (“Total Consideration”) payable by FIEC to the Company.

Pursuant to the Agreement, NAV Appreciation is a pro-rata entitlement payable by the FIEC to the Company in terms of the appreciation in the net asset value of the Asset during the period from 1 March 2006 until the date of completion of the Agreement with reference to the audited accounts issued by Huaneng for the year ended 31 December 2006 and thereafter (if applicable) under the PRC GAAP. The formula for the calculation of the NAV Appreciation is set out as follow:

==> picture [167 x 28] intentionally omitted <==

A i = Net asset value attributable to the Asset as at the end of the financial year i of Huaneng
B i = Dividend attributable to the Asset declared by Huaneng during the financial year i of Huaneng
C i = Number of days from 1 January of financial year i of Huaneng until the date of completion of the Agreement. If financial year i is 2006, Ci will be the number of days from 1 March 2006 till 31 December 2006 (subject to a maximum of 365 days)
D i = Dividend attributable to the Asset declared by Huaneng during the financial year i of Huaneng and received by the Vendor
i = Financial year of Huaneng
n = Financial year of Huaneng which the date of completion of the Agreement falls under

As stated in the Letter from the Board, the Total Consideration was determined after taking into account (i) the amount received by FIEC of RMB147,240,000 for the additional 36,000,000 Huaneng Domestic Shares FIEC, on behalf of the Company, sold to PRC Huaneng Group pursuant to PRC Huaneng Agreement; (ii) any NAV Appreciation during the period from 1 March 2006 up to the date of completion of the Agreement and (iii) any dividend attributable to the Asset received by the Company during the year ended 31 December 2006 and thereafter (if applicable).

– 23 –

LETTER FROM VXLFS

We note that the Total Consideration comprises of two elements:

(i) the Consideration of RMB147,240,000 (equivalent to approximately HK$148,737,790), represents the disposal price per Huaneng Restricted Circulating Share under the Disposal of RMB4.09 (equivalent to approximately HK$4.13), was equivalent to the amount received by FIEC pursuant to the PRC Huaneng Agreement for the sale of 36,000,000 Huaneng Domestic Shares on behalf of the Company in order to facilitate the Share Reform; and
(ii) the amount of NAV Appreciation calculated by (i) the net asset value appreciation of Huaneng attributable to the Asset during the period from 1 March 2006 to the date of completion of the Agreement with reference to the audited accounts issued by Huaneng for the year ended 31 December 2006 and thereafter (if applicable) under the PRC GAAP; and (ii) taking into account the dividend attributable to the Asset, declared by Huaneng and received by the Company during the year ended 31 December 2006 and thereafter (if applicable).

We also note from the Letter from the Board that the amount of the NAV Appreciation to be received by the Company cannot be ascertained until the completion of the Agreement, which is expected to be on or before the Long Stop Date. For information purposes only, the NAV Appreciation from 1 March 2006 to 31 December 2006 amounted to approximately RMB5.3 million (equivalent to approximately HK$5.4 million), representing 3.6% of the Consideration, and the dividend attributable to the Asset received by the Company was RMB9.0 million (equivalent to approximately HK$9.1 million) during the year ended 31 December 2006.

As advised by the management of the Company, the bank deposit rate for Hong Kong dollar offered to the Company in the past two years ranged from approximately 3.5% per annum to 4% per annum. For illustrative purpose only, assuming the Company sold the 36,000,000 Huaneng Non State-owned Legal Shares to PRC Huaneng Group in February 2006, up to the completion of the Agreement, the interests the Company would have received on the Consideration of RMB147,240,000 (equivalent to approximately HK$148,737,790) for the period from 1 March 2006 to 31 December 2006 would be ranging from approximately HK$4.3 million to approximately HK$5.0 million, representing the forgone opportunity cost of the Company. We note that the aggregate of the NAV Appreciation up to 31 December 2006 and the dividend received by the Company during the year ended 31 December 2006 of approximately RMB14.3 million is greater than the aforesaid interest the Company would have received if it sold the 36,000,000 Huaneng Non State-owned Legal Shares to PRC Huaneng Group in February 2006.

– 24 –

LETTER FROM VXLFS

As the Asset was restricted and not freely traded as of the date of the Agreement, the Consideration subject to adjustment arising from the NAV Appreciation would be more appropriate to reflect the current value of the Asset than making reference to the market price of Huaneng A Shares which can be freely traded without restriction.

Having considering the above, including inter alias, (i) the Consideration equals to the amount received by FIEC for the sale of its 36,000,000 Huaneng Domestic Shares to PRC Huaneng Group on 28 February 2006; (ii) the Consideration subject to adjustment arising from the NAV Appreciation would be more appropriate to reflect the current value of the Asset; and (iii) the aggregate of the NAV Appreciation and the dividend received by the Company is greater than the interest the Company would have received if it sold the 36,000,000 Huaneng Non State-owned Legal Shares to PRC Huaneng Group in February 2006, we are of the view that the Total Consideration for the Disposal is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. Information of Huaneng Group

Huaneng Group is principally engaged in developing, constructing, operating and managing large-scale coal-fired power plants throughout the PRC. Huaneng Group is also one of the largest independent power producers in the PRC with equity-based generation capacity of 28,187 megawatt (MW) as at 31 March 2007.

(a) Net profits

We note from the Letter from the Board that Huaneng Group has net profits attributable to equity holders of Huaneng for the each of the two financial years ended 31 December 2005 and 2006 of approximately (i) RMB4.9 billion and RMB6.1 billion respectively based on IFRS; and (ii) RMB4.8 billion and RMB5.6 billion respectively based on PRC GAAP. There was an increase for the net profit attributable to equity holders of Huaneng of approximately 24.5% and 16.7% based on IFRS and PRC GAAP respectively for the financial year ended 31 December 2005 to the financial year ended 31 December 2006.

(b) Net assets

As at 31 December 2006, Huaneng Group had net assets attributable to equity holders of Huaneng of approximately RMB43.5 billion and RMB41.8 billion based on IFRS and PRC GAAP respectively.

– 25 –

LETTER FROM VXLFS

(c) Share price movement

The followings set out the share price movement of Huaneng A Shares based on the information on the website of the Stock Exchange:

==> picture [288 x 244] intentionally omitted <==

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

15
14
13
12
11
10
9
8
7
6
5
4/05 7/05 10/05 1/06 4/06 7/06 10/06 1/07 4/07
Stock price RMB
High Low
14.630 6.490
Year 2007
(24/04/2007) (06/02/2007)
14.630 4.260
12 months
(24/04/2007) (07/08/2006)
14.630 4.260
24 months
(24/04/2007) (07/08/2006)
RMB
----- End of picture text -----

Based on the price chart set out above, the share price of the circulating A Shares of Huaneng has an upward moving trend during the two years period from April 2005 to April 2007. The lowest and highest closing share price of the circulating A Shares of Huaneng for the past 24 months were RMB4.26 and RMB14.63 respectively.

(d) Industry prospect

According to an article issued by the Hong Kong Trade Development Council dated 26 March 2007 citing statistics from the China Electricity Council, the China Electricity Council predicted that China’s power consumption would grow by 12.5% in 2007. According to the annual report of Huaneng for the year ended 31 December 2006, the rapid growth in the national economy and continued improvement in the living standard will drive a continued rapid growth in power demand, thereby providing the Company with opportunities for project development and expansion of its operating scale.

– 26 –

LETTER FROM VXLFS

4. Financial effects of the Disposal

(a) Profit and loss account

As stated in the Letter from the Board, based on the annual report of the Company for the year ended 31 December 2006 (“Annual Report”), the Group is expected to realize a gain on the Disposal of approximately HK$26.3 million, being the sum of (i) difference between the Consideration of approximately HK$148.7 million (without taking into account the NAV Appreciation) and the fair value of the Asset of approximately HK$158.8 million as at 31 December 2006; and (ii) the release of investment revaluation reserve, after deduction of estimated deferred tax provision of HK$4.0 million, recognized in equity of approximately HK$36.4 million as at 31 December 2006, from the Disposal, which is to be adjusted by foreign exchange gain/(loss) and expenses incurred for the Disposal, actual tax expense and the NAV Appreciation that may arise as a result of the Disposal. We further note from the Letter from the Board that if taking into account the NAV Appreciation for the period from 1 March 2006 to 31 December 2006 of approximately RMB5.3 million (equivalent to approximately HK$5.4 million), the Group is expected to have a gain on Disposal of approximately HK$31.7 million, without taking into account the NAV Appreciation if any, from 1 January 2007 up to the date of completion of the Agreement. However, as the amount of the NAV Appreciation to be received by the Company cannot be ascertained until the completion of the Agreement, the actual effect to the profit and loss of the Group could only be determined until then.

(b) Net assets

As at 31 December 2006, the audited net assets of the Group was approximately HK$1,694.7 million. We note from the Letter from the Board that, upon completion of the Disposal, the net assets of the Group will be decreased by approximately HK$10.1 million, being the difference between (i) the Consideration of approximately HK$148.7 million (without taking into account the NAV Appreciation) and (ii) the fair value of the Asset of HK$158.8 million, which is to be adjusted by foreign exchange gain/(loss) and expenses incurred for the Disposal, actual tax expense and the NAV Appreciation that may arise as a result of the Disposal. If taking into account the NAV Appreciation for the period from 1 March 2006 to 31 December 2006 of approximately RMB5.3 million (equivalent to approximately HK$5.4 million), the net assets of the Group as at 31 December 2006 will be decreased by approximately HK$4.7 million, without taking into account the NAV Appreciation if any, from 1 January 2007 up to the date of completion of the Agreement. However, as the amount of the NAV Appreciation to be received by the Company cannot be ascertained until the completion of the Agreement, the actual effect to the net assets of the Group could only be determined until then.

– 27 –

LETTER FROM VXLFS

(c) Gearing

As stated in the Annual Report, subsequent to 31 December 2006, the Company has fully repaid the all the bank borrowings as at 31 December 2006 of approximately HK$64 million and has drawn down a new bank loan of approximately HK$180 million. We note from the Letter from the Board that part of the proceeds from the Disposal of up to HK$20 million is intended to be utilised for the repayment of the outstanding bank borrowings, and given that the net assets of the Group is expected to decrease by approximately HK$4.7 million taking into account the NAV Appreciation from 1 March 2006 to 31 December 2006 and without taking into account the NAV Appreciation, if any, from 1 January 2007 up to the date of completion of the Agreement as mentioned above, the gearing ratio of the Group will be expected to reduced as a result thereof.

(d) Working capital

Save for the repayment of bank borrowings of the Company mentioned above, the proceeds from the Disposal is also intended to be utilised for the existing investment projects of the Group and as working capital of the Group. As such, upon completion of the Disposal, the proceeds from the Disposal will improve the cash position and liquidity of the Group.

Notwithstanding the decrease in the net assets of the Group, having considered that the Disposal will have positive financial effects to the profit and loss, gearing and liquidity of the Group, we are of the view that the Disposal will be in the interests of the Company and the Shareholders as a whole.

III. RECOMMENDATION

Having considered the above principal factors, in particular,

(i) the entering into the Agreement is to fulfill the original contribution of the Company under the Share Reform and to get the consent from FIEC to convert the Huaneng Restricted Circulating Shares into Huaneng unrestricted circulating A Shares;
(ii) the Disposal will prevent any loss of state-owned assets managed by SASAC;
(iii) the Consideration is equivalent to the consideration received by FIEC for the sale of such shares under the Share Reform and the NAV Appreciation is an adjustment mechanism fair to the Company;
(iv) the flexibility to the Company to manage and realize its interests in Huaneng once the remaining 72,000,000 Huaneng Restricted Circulation Shares being converted into unrestricted circulating A Shares; and

– 28 –

LETTER FROM VXLFS

(v) the Disposal is expected to have positive financial effects to the profit and loss, gearing and liquidity of the Group,

we consider that the terms of the Agreement and the transactions contemplated thereunder are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of VXL Financial Services Limited Gary Mui Director

– 29 –

APPENDIX I FINANCIAL INFORMATION RELATING TO THE GROUP

1. INDEBTEDNESS

Borrowings

At the close of business on 10 April 2007, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had a bank loan of HK$180 million which was secured by the Group’s bank deposit of HK$7 million, certain properties (including the leasehold land component) with a book value of HK$48.37 million as at 31 December 2006 and share mortgages of the Company’s subsidiaries, namely Min Xin Properties Limited and Minxin (Suzhou) Property Development Co., Ltd..

Disclaimer

Save as aforesaid and apart from intra-group liabilities, neither the Company nor any of the companies comprising the Group had, at the close of business on 10 April 2007, any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptance or acceptance credits, debentures, mortgages, charges, hire purchase or other finance lease commitments, guarantees or material contingent liabilities.

2. FINANCIAL AND TRADING PROSPECTS

Banking Business

Benefiting from the economic boom, the Group’s major investment, a 36.75% interest in Xiamen International Bank, again delivered a record performance for the year ended 31 December 2006. Xiamen International Bank’s consolidated net profit as adjusted under the requirements of the Hong Kong Financial Reporting Standards went up by 30.9% to RMB261.40 million from RMB199.73 million in 2005. During the year under review, based on the figures reported in its audited accounts prepared under PRC GAAP, the total consolidated assets of Xiamen International Bank had exceeded RMB30 billion for the first time with deposits and loans attaining a doubledigit growth. Non-performing loans continued to decline while both the interest spread and non-interest income reported a slight increase. Xiamen International Bank will continue to focus on its objectives of maximizing shareholders’ value and achieving sustainable growth. As such, Xiamen International Bank will, through the continuous enhancement of its branch network, such as the formal establishment of its Beijing branch, strengthen its operations and competitiveness in the fully-opened financial services landscape in Mainland China.

– 30 –

APPENDIX I FINANCIAL INFORMATION RELATING TO THE GROUP

Insurance

Min Xin Insurance Company Limited (“MXIC”), the Group’s wholly-owned subsidiary, achieved a net profit after tax of HK$6.30 million for the year ended 31 December 2006, a decrease of 5.8% from HK$6.69 million in 2005. This is mainly due to the decrease in contributions from the investment property revaluation gain in 2006.

Despite the increasing competition in the market, MXIC remains confident and mindful in exploiting opportunities in order to attain a growth of its core business, namely, private car, domestic helpers and bancassurance insurance.

Property Development and Investment

The Group obtained approval from its shareholders to dispose of its equity interest in its 51% owned property development subsidiary, Jinan Pacific Real Estate Development Co., Ltd. (“Jinan Pacific”), during the year under review. The disposal was completed in June 2006 and the Group registered a gain on disposal of HK$1.98 million and recorded a loss after taxation attributable to the Group of HK$1.00 million up to the date of completion. In 2005, the Group recorded a loss after taxation attributable to the Group of HK$2.26 million.

Subsequent to the balance sheet date, the Group successfully bid for a piece of land use right in Suzhou City, Jiangsu Province, PRC (the “Land”) through public auction for a consideration of RMB285 million (equivalent to approximately HK$283.9 million). The Land can be developed for residential use and the duration of the land use right is 70 years commencing from the date of delivery of the Land to the Group. The Group has set up a wholly-owned foreign investment enterprise, Minxin (Suzhou) Property Development Co., Ltd., with a registered capital of HK$200 million in Suzhou City, to undertake the development project.

Two floors of the investment properties of the Group in Fuzhou, Fujian Province have been leased to third parties, generating a steady rental income to the Group. For the year ended 31 December 2006, the Group recorded a rental income of RMB2.43 million, representing an increase of 148.0% from RMB0.98 million in 2005.

Toll Road Investments

During the year under review, through its 30% owned associated company, the Group’s toll road investment in Maanshan, Anhui Province, recorded a revenue of RMB50.44 million, an increase of 6.8% from RMB47.25 million in last year.

In March 2006, the Group’s 40% owned associated company entered into an agreement with its joint venture partner of its subsidiary company in Mainland China to dispose of its equity interest in the toll roads in Fenghua, Zhejiang Province for a consideration of RMB70 million. Up to the date of this report, the Group has received RMB45 million on behalf of this associated company for the disposal.

– 31 –

APPENDIX I FINANCIAL INFORMATION RELATING TO THE GROUP

High-Tech Investments

In 2006, Min Faith Investments Limited (“Min Faith”), an investment of the Group engaging in the manufacturing of industrial digital instruments in Mainland China, has achieved a record profit year. Thanks to its efforts in fighting vigorously for the protection of its intellectual property rights and riding on the double digits national GDP growth in Mainland China, it recorded a profit after taxation of HK$12.58 million in 2006, an increase of 26.4% from the profit after taxation of HK$9.95 million in 2005. Min Faith will continue to enhance its capacity in the research and development area in order to maintain the leading position in the market place and develop diversified new product lines.

Investment in Huaneng Power International, Inc.

As at 31 December 2006, the Group has estimated the fair value of its holding of 108 million Huaneng Restricted Circulating Shares of Huaneng with reference to the closing bid price of Huaneng’s A-Share and the consideration for transferring the Company’s holding of 36 million Huaneng Restricted Circulating Shares to its substantial shareholder, FIEC under the Agreement entered into by the Company and FIEC on 4 April 2007. The Group’s investment in Huaneng Restricted Circulating Shares was revalued to RMB623.1 million (equivalent to approximately HK$620.8 million) as at 31 December 2006 and a fair value gain (before tax) of HK$261.4 million (2005: HK$4.3 million) was recognised in the investment revaluation reserve for the year ended 31 December 2006. During the year under review, the Group recorded a dividend income of HK$14.81 million from Huaneng. On 3 April 2007, Huaneng announced its results under the PRC GAAP for the year ended 31 December 2006. The earnings per share for the year is RMB0.46, which represents an increase of 25.0% as compared with last year.

On 4 April 2007, the Company entered into the Agreement with FIEC to dispose of the Asset. Under the Agreement, the Company will transfer the Asset to FIEC at a cash consideration of RMB147.24 million (equivalent to approximately HK$148.74 million), which is to be adjusted by an amount equal to the NAV Appreciation of the Asset from 1 March 2006 to the date of completion of the Agreement.

3. WORKING CAPITAL

Taking into account the net proceeds from the Disposal, the Group’s existing cash and bank balances and the financial resources available, including internally generated funds and credit facilities available to the Group, in the absence of unforeseen circumstances, the Directors are of the opinion that the Group has sufficient working capital for its present requirements for the next twelve months from the date of this circular.

– 32 –

APPENDIX II

GENERAL INFORMATION

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, opinions expressed in this circular have been arrived at after due and careful consideration and that there are no other facts the omission of which would make any statement contained herein misleading.

2. SHARE CAPITAL

The authorized and issued share capital of the Company as at the Latest Practical Date were as follows:

Authorized:		HK$
800,000,000	shares of HK$1.00 each	800,000,000

Issued and fully paid:		HK$
459,428,656	shares of HK$1.00 each	459,428,656

The shares in issue are listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the shares or any other securities of the Company to be listed or dealt in on any other stock exchanges.

3. DISCLOSURE OF INTERESTS

(i) Directors’ interest 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 chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) as recorded in the register

– 33 –

APPENDIX II

GENERAL INFORMATION

required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (“Model Code”) were as follows:

Long positions in the ordinary shares of the Company

			Approximate
		Number of	percentage of
Name of Director	Nature of Interest	shares held	shareholding
Ip Kai Ming	Personal interest	666,000	0.14%

Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares of the Company, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, so far as is known to any Director or the chief executive of the Company, the following parties (not being a Director or the chief executive of the Company), had interests or short positions 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 any subsidiaries of the Company:

			Approximate
		Number of	percentage of
Name of Corporation	Notes	shares held	shareholdings
Samba Limited (“Samba”)		144,885,000	31.54%
Papilio Inc.	1	169,125,000	36.81%
Vigour Fine Company Limited	2	192,764,600	41.96%
(“Vigour Fine”)

– 34 –

APPENDIX II

GENERAL INFORMATION

Approximate Number of percentage of Name of Corporation Notes shares held shareholdings Fujian Investment & Enterprise 3 192,764,600 41.96% Holdings Corporation (“FIEC”) BNP Paribas Asset Management 4 32,964,000 7.17%

Notes:

Papilio Inc. held one third or more of the voting power at general meetings of Samba and was deemed to be interested in 144,885,000 shares of the Company owned by Samba.
Vigour Fine held one third or more of the voting power at general meetings of Samba and was deemed to be interested in 144,885,000 shares of the Company owned by Samba.
FIEC was the controlling shareholder of Vigour Fine and was deemed to be interested in the shares of the Company owned by Vigour Fine directly or indirectly.
BNP Paribas Asset Management was deemed to be interested in 13,070,000 and 19,894,000 shares through its holdings in Parvest Investment Management Company S.A. and Shinhan BNP Paribas Investment Trust Management Co., Ltd. respectively.

Save as disclosed above, as at the Latest Practicable Date, so far is known to any Director or chief executive of the Company, no other person 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, 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 subsidiaries of the Company.

4. MATERIAL INTERESTS

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company or expert named in paragraph 10 below had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or were 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 Company were made up.

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company or expert named in paragraph 10 below was materially interested in any contract or arrangement entered into by the Company subsisting at the date of this circular which is significant in relation to the business of the Group.

– 35 –

APPENDIX II

GENERAL INFORMATION

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their respective associates had any interest in a business which competes or may compete with the business of the Group.

6. SERVICE CONTRACT

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

7. LITIGATION

So far as the Directors were aware, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.

8. MATERIAL ADVERSE CHANGE

Save as disclosed in the Company’s annual report for the year ended 31 December 2006, the Directors are not aware of any other material adverse changes in the financial or trading position or prospects of the Group since 31 December 2006, being the date to which the latest audited consolidated financial statements of the Group were made up.

9. MATERIAL CONTRACTS

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

(a) (i) the agreement dated 16 February 2006 entered into by Crown Land International Limited (“Crown Land”), an indirect wholly-owned subsidiary of the Company, to dispose of its entire 51% equity interest in Jinan Pacific Real Estate Development Co., Ltd. (“Jinan Pacific”) to an independent third party for a cash consideration of RMB10,079,600;
(ii) the agreement dated 16 February 2006 entered into by the Company to dispose of its outstanding loan and interest payable of RMB7,398,000 due by Jinan Pacific to an independent third party for a total consideration of RMB7,398,000;
(iii) the agreement dated 16 February 2006 entered into by Crown Land to dispose of its dividend receivable of RMB6,188,100 from Jinan Pacific to an independent third party for a total consideration of RMB6,188,100;

– 36 –

APPENDIX II

GENERAL INFORMATION

(b) (i) the agreement dated 30 January 2007 entered into between Fujian Minxin Investment Consultants Co., Ltd. (“Fujian Minxin”), a wholly-owned subsidiary of the Company, and Suzhou Bureau of Land and Resources, Jiangsu Province, the PRC (“Suzhou Bureau”) to acquire the land use right of a plot of land in Jiangsu Province for a consideration of RMB285 million; and
(ii) the supplemental agreement dated 28 March 2007 entered into between Minxin (Suzhou) Property Development Co., Ltd. (“Minxin Suzhou”), an indirect wholly-owned subsidiary of the Company, and Suzhou Bureau under which Suzhou Bureau agreed to the transfer of the usage of the land use right under the above agreement dated 30 January 2007 from Fujian Minxin to Minxin Suzhou.

10. EXPERT

(a) The following is the qualification of the expert which has given its report, opinion or advice which is contained in this circular:

Name

Qualifications

VXL Financial Services Limited A licensed corporation under the SFO to (“VXLFS”) carry on type 6 (advising on corporate finance) regulated activities
(b) As at the Latest Practicable Date, VXLFS did not have any direct or indirect shareholding, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
(c) VXLFS has respectively given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they are included.
(d) VXLFS did not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group, or which are 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 Company were made up.
(e) The letter from VXLFS is given as of the date of this circular for incorporation herein.

11. GENERAL

(a) The secretary of the Company is Ms. Connie Chan Yee Moy, who is an associate member of both The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.

– 37 –

APPENDIX II

GENERAL INFORMATION

(b) The qualified accountant of the Company is Mr. Chan Kwong Yu, who is a Certified Public Accountant and a fellow member of the Association of Chartered Certified Accountants.
(c) The Company’s registered office is at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong.
(d) The share registrar of the Company is Standard Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.
(e) The English text of this circular shall prevail over the Chinese text.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of the Company at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong during normal office hours on any Business Day, from the date of this circular up to and including 31 May 2007:

(a) the memorandum and articles of association of the Company;
(b) the audited consolidated financial statement of the Company for each of the two financial years ended 31 December 2005 and 31 December 2006;
(c) the Board resolution approving the Agreement;
(d) the letter from Independent Board Committee to the Independent Shareholders, the text of which is set out on page 17 of this circular;
(e) the letter of advice from VXLFS to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 18 to 29, of this circular;
(f) the letter of consent referred to under the paragraph headed “Expert” in this appendix;
(g) the material contracts referred to under the paragraph headed “Material contracts” in this appendix;
(h) the Agreement referred to in this circular; and
(i) this circular issued pursuant to the requirements set out in Chapter 14 and/or Chapter 14A of the Listing Rules which has been issued since the date of the latest published audited financial statements of the Company, being 31 December 2006.

– 38 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [86 x 49] intentionally omitted <==

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of the shareholders of Min Xin Holdings Limited (the “Company”) will be held at Taishan Room, Level 5, Island Shangri-la, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 31 May 2007 at 3:30 p.m. for the purpose of considering and, if thought fit, passing the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT the Agreement (as defined in the circular of the Company dated 14 May 2007 despatched to the shareholders of the Company), a copy of which is tabled at the EGM and marked “A” and initialed by the chairman of the EGM for identification purpose, and the transactions contemplated under or incidental to the Agreement be and are hereby approved and the directors of the Company be and are hereby authorized to take all steps necessary or expedient in their opinion to implement and/or give effect to the terms of the Agreement.”

By Order of the Board Ding Shi Da Chairman

Hong Kong, 14 May 2007

Registered office:

17th Floor, Fairmont House 8 Cotton Tree Drive Central Hong Kong

– 39 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

A form of proxy for use at the EGM is enclosed.
Any member entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint one or two proxies to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.
The instrument appointing a proxy must be signed by a member or his attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorized in writing.
To be valid, the instrument appointing a proxy and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof.
The register of members of the Company will be closed from Wednesday, 30 May 2007 to Thursday, 31 May 2007, both days inclusive, during which period no share transfers will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Standard Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 29 May 2007. Only shareholders whose names appear on the register of members of the Company on Tuesday, 29 May 2007 are entitled to attend and vote at the EGM.
In the case of joint holders, any one of such holders may attend and vote at the EGM either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the EGM, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.
The voting on the resolution will be conducted by way of a poll.
On a poll, every member present in person or by proxy shall have one vote for every share held by him.

– 40 –

AI assistant

Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2007

49194_rns_2007-05-14_57cb8516-45e6-4c6a-8747-42914f23669f.pdf

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

MAJOR AND CONNECTED TRANSACTION

GOLDBOND CAPITAL (ASIA) LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

MAJOR AND CONNECTED TRANSACTION

INTRODUCTION

BACKGROUND

THE AGREEMENT

Date

Parties

Subject matter of the Disposal

Terms of the Agreement

Consideration

Conditions precedent

Completion

INFORMATION ON THE GROUP

INFORMATION ON THE PURCHASER

INFORMATION ON THE HUANENG GROUP

Based on IFRS:

Based on PRC GAAP:

REASONS FOR THE DISPOSAL AND USE OF PROCEEDS

FINANCIAL EFFECTS OF THE DISPOSAL

GENERAL

EGM

PROCEDURES FOR DEMANDING A POLL

RECOMMENDATION

FURTHER INFORMATION

MIN XIN HOLDINGS LIMITED

MAJOR AND CONNECTED TRANSACTION

VXL Financial Services Limited

MAJOR AND CONNECTED TRANSACTION

I. INTRODUCTION

II. PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background to and reasons for the Disposal

2. Consideration

3. Information of Huaneng Group

(a) Net profits

(b) Net assets

(c) Share price movement

(d) Industry prospect

4. Financial effects of the Disposal

(b) Net assets

(c) Gearing

(d) Working capital

III. RECOMMENDATION

Yours faithfully, For and on behalf of VXL Financial Services Limited Gary Mui Director

1. INDEBTEDNESS

Borrowings

Disclaimer

2. FINANCIAL AND TRADING PROSPECTS

Banking Business

Insurance

Property Development and Investment

Toll Road Investments

High-Tech Investments

Investment in Huaneng Power International, Inc.

3. WORKING CAPITAL

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

3. DISCLOSURE OF INTERESTS

(i) Directors’ interest and short positions in the securities of the Company and its associated corporations

Long positions in the ordinary shares of the Company

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

4. MATERIAL INTERESTS

5. COMPETING INTERESTS

6. SERVICE CONTRACT

7. LITIGATION

8. MATERIAL ADVERSE CHANGE

9. MATERIAL CONTRACTS

10. EXPERT

Name

Wanjia Group Holdings Limited Proxy Solicitation & Information Statement 2007