Monday, May 16, 2011

EVER BRIGHT PRINTING MACHINE FACTORY LTD - THE EQUITY TRANSFER AGREEMENTS

1. The Everbright Transfer Agreement and consideration for the China Everbright Bank Transfer
Pursuant to the Everbright Transfer Agreement dated 7 December 2006 between the Company and the Transferee, the Company agrees to transfer its equity interest of 41,100,506 shares in China Everbright Bank (the “Everbright Shares”) to the Transferee for a cash consideration of RMB66,993,800 (the “Everbright Consideration”). The Everbright Consideration offered by the Transferee is the highest bidding price and the only offer for the Everbright Shares in the Bidding Process.
Immediately prior to this transaction, the Company owned 0.5002% equity interest in China Everbright Bank. After entering into the Everbright Transfer Agreement, the Company has disposed of its entire equity interest in China Everbright Bank.

2. The Bank of Shanghai Transfer Agreements and consideration for the Bank of Shanghai Transfer
After entering into the Bank of Shanghai Transfer Agreements, the Bank of Shanghai Transferors have agreed to transfer a total equity interest of 3,729,000 shares in Bank of Shanghai (the “Bank of Shanghai Shares”) to the Transferee for a total cash consideration of RMB14,729,600 (the “Bank of Shanghai Consideration”, being the total of the Petrochemical Enterprise Consideration, the Petrochemical Investment Consideration and the Petrochemical Haisheng Consideration, which are defined below).
Immediately prior to the transactions contemplated under the Bank of Shanghai Transfer Agreements, the Bank of Shanghai Transferors owned 0.1435% equity interest in Bank of Shanghai but will cease to own any equity interest in Bank of Shanghai following the transfers. The details of each of the agreements comprising the Bank of Shanghai Transfer Agreements entered into between the Bank of Shanghai Transferors and the Transferee are set out below:

  (i) The Petrochemical Enterprise Transfer Agreement
Pursuant to the Petrochemical Enterprise Transfer Agreement dated 7 December 2006 between Shanghai Petrochemical Enterprise and the Transferee, Shanghai Petrochemical Enterprise agrees to transfer its equity interest of 3,074,900 shares in Bank of Shanghai (the “Petrochemical Enterprise Shares”) to the Transferee for a cash consideration of RMB12,145,900 (the “Petrochemical Enterprise Consideration”). The Petrochemical Enterprise Consideration offered by the Transferee is the highest bidding price and the only offer for those 3,074,900 shares in the Bidding Process.

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