The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

(incorporated in the Cayman Islands with limited liability) (Stock Code: 556)

Signing of the Sewage Reduction Outline Agreement and the Memorandum of Understanding on BEIP Development

The Board would announce that on 28 April 2008, Pan Asia entered into the following outline agreement and memorandum of understanding:

1. SEWAGE REDUCTION OUTLINE AGREEMENT

On 28 April 2008, Pan Asia China and the City Government entered into the Sewage Reduction Outline Agreement, pursuant to which Pan Asia China would (subject to further negotiation and entering into (if so entered) of definitive documentation) take charge of planning, designing and coordinating the development of wastewater treatment systems for various zones and districts in Bengbu City (蚌埠市), with the objective of such zones and districts attaining within about three years’ time the sewage discharge level of the National First-class A Standard (國家一級A標準, which is essentially “zero discharge of wastewater level”).

Under the Sewage Reduction Outline Agreement, about 9 projects (most of which are likely to adopt the development mode of “build and transfer”) were identified for development during the period between 2008 and 2010. Subject to the progress of further negotiation, the parties will enter into (if so entered) formal agreement(s) to regulate the terms of their cooperation in respect of each project. The total expenditure expected to be incurred by the Bengbu City Government in these projects is approximately RMB945 million (equivalent to approximately HK$1,040 million).

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, the Benghu City Government is a third party independent of the Company and its connected persons.

2. MEMORANDUM OF UNDERSTANDING ON BEIP DEVELOPMENT

On 28 April 2008, Pan Asia China and Huaishang Government entered into the Memorandum of Understanding on BEIP Development, which sets out the parties’ intents that Pan Asia China would (subject to further negotiation and entering into (if so entered) of definitive documentation) take charge of the development of the BEIP in Huaishang District, Bengbu City. The BEIP is one of the projects referred to in the Sewage Reduction Outline Agreement.

1 If the project proceeds, sewage and other pollutants arising from the production processes of electroplating plants in the BEIP will be collected and delivered to the sewage treatment plants for further treatment and purification, with a view to sustainable development of electroplating industry in Bengbu City. The total amount of investment in the BEIP is estimated to be approximately RMB300 million (equivalent to approximately HK$330 million), part of which will be financed by the Group. The amount of investment by the Group in such project (if it proceeds) is subject to finalisation.

In accordance with the Memorandum of Understanding on BEIP Development, subject to further negotiation and the definitive documentation being entered into (if entered), Pan Asia China will take charge of the development and management of the BEIP.

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, Huaishang District Government is a third party independent of the Company and its connected persons.

The Sewage Reduction Outline Agreement and/or the Memorandum of Understanding on BEIP Development may or may not lead to any formal agreement(s), and the transactions contemplated thereunder may or may not proceed. Should the Sewage Reduction Outline Agreement and/or the Memorandum of Understanding on BEIP Development proceed and constitute any notifiable transaction under Chapter 14 of the Listing Rules, further announcement(s) will be made by the Company in compliance with the Listing Rules.

Shareholders and potential investors in the Company are advised to exercise caution when dealing in the shares of the Company.

Definitions

“BEIP” The Bengbu Electroplating Industrial Park (蚌埠電鍍工業園區)

“Bengbu City Government” People’s Government of Bengbu City (蚌埠市人民政府)

“Board” the board of Directors

“Company” Pan Asia Environmental Protection Group Limited, a company whose securities are listed on the main board of the Stock Exchange

“connected person(s)” has such meaning as ascribed to it in the Listing Rules

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

“Huaishang District People’s Government of Huaishang District, Bengbu City, Government” Province (安徽省蚌埠市淮上區人民政府)

“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange

2 “Memorandum of the memorandum of understanding dated 28 April 2008 and made Understanding on BEIP between Pan Asia China and the Huaishang District Government Development” in connection with the development of the BEIP (蚌埠電鍍工業園 區建設意向協議)

“Pan Asia China” 泛亞環保（中國）有限公司 (unofficial translation being Pan Asia Environmental Protection (China) Limited), a wholly foreign owned enterprise and an indirect wholly owned subsidiary of the Company

“Sewage Reduction Outline the outline agreement dated 28 April 2008 and made between Pan Agreement” Asia China and the Bengbu City Government in connection with the project on sewage reduction (減排框架協議)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

By order of the Board of Pan Asia Environmental Protection Group Limited Jiang Quanlong Chairman

Hong Kong, 5 May 2008

Unless the context requires otherwise, translation of RMB into HK$ are made, for illustration purpose only, at the rate of RMB1 = HK$1.1. No representation is made that any amounts in RMB or HK$ could have been or could be converted at the above rate or at any rates or at all.

As at the date of this announcement, the executive Directors are Mr. Jiang Quanlong, Mr. Fan Yajun, Mr. Fang Guohong, Mr. Gan Yi and Mr. Jiang Lei; and the independent non-executive Directors are Mr. Lai Wing Lee, Professor Wang Guozhen and Mr. Leung Shu Sun, Sunny.

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