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華晉國際控股有限公司* (Formerly Known As Anex International Holdings Limited) (Incorporated in Bermuda with Limited Liability) (Stock Code: 723)

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華晉國際控股有限公司* (Formerly Known As Anex International Holdings Limited) (Incorporated in Bermuda with Limited Liability) (Stock Code: 723) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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. 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 China Rise International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. CHINA RISE CHINA RISE INTERNATIONAL HOLDINGS LIMITED 華晉國際控股有限公司* (formerly known as Anex International Holdings Limited) (Incorporated in Bermuda with limited liability) (Stock code: 723) (1) VERY SUBSTANTIAL ACQUISITION: PROPOSED ACQUISITION OF AN 80% INTEREST IN MAGNESITE MINE; (2) INCREASE IN AUTHORIZED SHARE CAPITAL; AND (3) PROPOSED CHANGE OF NAME OF THE COMPANY A notice convening the SGM to be held at Boardroom 3 and 4, M/F., Renaissance Harbour View Hotel, No.1 Harbour Road, Wanchai, Hong Kong on Friday, 29 February 2008 at 10:00 a.m. is set out on pages 215 to 217 of this circular. If you are not able to attend and vote at the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending in person and voting at the special general meeting or any adjournment thereof should you so wish. * For identification purpose only 6 February 2008 CONTENTS Page Definition . 1 Letter from the Board . 6 Appendix I – Financial information of the Group . 25 Appendix II A – Accountants’ report of the Target Company . 96 Appendix II B – Accountants’ report of the PRC Company . 105 Appendix II C – Management discussion and analysis of the Target Group . 123 Appendix III – Proforma financial information of the Enlarged Group . 126 Appendix IV – Property valuation . 140 Appendix V – Technical report of the Magnesite Mine . 161 Appendix VI – General information . 207 Notice of the SGM . 215 i DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Acquisition” the acquisition of the Sale Shares and the Sale Loan from the Vendor by the Company pursuant to the Acquisition Agreement “Acquisition Agreement” the conditional agreement dated 28 November 2007 entered into between the Company, the Vendor and the Guarantor in relation to the Acquisition “acting in concert” has the meaning ascribed to it under the Takeovers Code “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Business Day” any day on which banks in Hong Kong generally are open for clearing and settlement business, except Saturday, Sunday, public holiday and any day on which a tropical cyclone warning No.8 or above or a “black rainstorm warning signal” is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. “BVI” the British Virgin Islands “Coffey Mining” Coffey Mining Pty Limited, an independent technical adviser appointed by the Company with professional qualifications and relevant experience in relation to mining activities “Company” China Rise International Holdings Limited (Stock code: 723), a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange “Completion” completion of the sale and purchase of the Sale Shares and the assignment of the Sale Loan in accordance with the Acquisition Agreement “Consideration” the total consideration payable by the Company to the Vendor for the Acquisition under the Acquisition Agreement “Consideration Shares” 800,000,000 new Shares to be issued by Company to the Vendor at the price of HK$0.52 per Share pursuant to the terms of the Acquisition Agreement 1 DEFINITIONS “Consolidated Mining Licence” the consolidated mining licence to be obtained by the PRC Company to replace the Existing Mining Licences, granting the rights to mine at the Magnesite Mine, details of which are set out in the section headed “Information on the Magnesite Mine” in the “Letter from the Board” of this circular “Conversion Shares” new Shares to be allotted and issued by the Company to the holder of the Convertible Note upon exercise of conversion rights attaching to the Convertible Note “Convertible Note” the Convertible Note in an aggregate principal amount of HK$1,092 million to be issued by the Company as part of the Consideration pursuant to the terms of the Acquisition Agreement “Director(s)” the director(s) of the Company “Enlarged Group” the Group immediately after Completion (including the Target Group) “Existing Mining Licences” two unexpired and valid mining licences held by the PRC Company and an Independent Third Party, granting the rights to mine at certain areas of the Magnesite Mine, details of which are set out in the section headed “Information on the Magnesite Mine” in the “Letter from the Board” of this circular “Group” the Company and its subsidiaries “Guarantor” Mr. Yam Tak Cheung, being the Vendor’s guarantor and warrantor for the purpose of the Acquisition Agreement and the sole beneficial owner of the Vendor, who is beneficially interested in approximately 1.36% of the entire issued Shares as at the Latest Practicable Date “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HK GAAP” the generally accepted accounting principles in Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party(ies)” person(s) or company(s) who/which is/are not connected with the directors, chief executive or substantial shareholders (as defined under the Listing Rules) of the Company and its subsidiaries, or any of their respective associates “Initial Conversion Price” HK$0.52 per Conversion Share (subject to adjustments) 2 DEFINITIONS “Issue Price” HK$0.52 per Consideration Share, being the issue price of the Consideration Shares “Latest Practicable Date” 1 February 2008, being the latest practicable date for ascertaining certain information for inclusion in this circular “Listing Committee” the listing sub-committee of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Magnesite Mine” the mine area containing magnesite resources located approximately 18 km southwest of Haicheng City of the Liaoning Province and approximately 120 km south of Shenyang, the capital city of Liaoning Province of the PRC, covering a mining area of approximately 0.8643 km2 “Main Board” the stock market operated by the Stock Exchange (excluding the Growth Enterprise Market and option market) “MgO” magnesium oxide “Mr. Cheng” Mr. Cheng Tun Nei, an executive Director, who together with his spouse, is beneficially interested in approximately 24.74% of issued share capital of the Company as at the Latest Practicable Date “PRC” the People’s Republic of China which, for the purposes of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “PRC Company” 海城市東鑫實業有限公司(Haicheng Dongxin Industry Limited#), a company established under the laws of the PRC with limited liability which is owned as to 80% by the Target Company and as to 20% by the PRC Partner “PRC GAAP” the generally accepted accounting principles in the PRC “PRC Partner” 海城市八里鎮東三道村民委員會(Haicheng Bali County Dongsandao Villagers Committee#) which is a villagers autonomous organisation (村民自治組織) set up in Haicheng City, the Liaoning Province of the PRC “Project” the construction and installation of new facilities or infrastructure by the PRC Company for the processing of magnesite ore mined at the Magnesite Mine into the Refractory Products 3 DEFINITIONS “Promissory Note” the promissory note with principal amount of HK$320 million to be issued by the Company at Completion to settle part of the Consideration pursuant to the Acquisition Agreement “Refractory Products” the final products processed from magnesite ore including electrically fused (granular) magnesite powder, sintered (high density) magnesite powder, MgO slagging ball and MgO dolomite sand “RMB” Renminbi, the lawful currency of the PRC “Sale Loan” the shareholder’s loan owed by the Target Company to the Vendor on the date of Completion. “Sale Shares” 50,000 issued shares of the Target Company, being its entire issued share capital “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “SGM” a special general meeting of the Company to be convened for the purpose of considering, and if thought fit, approve the Acquisition Agreement
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