Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility

for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

NON-LEGALLY BINDING MEMORANDUM OF UNDERSTANDING IN RELATION TO THE ACQUISITION OF SALE SHARES

This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules. The Board is pleased to announce that after trading hours on 7 December 2010, Trueworthy entered into the MOU with Morning Sky, pursuant to which and subject to the entering into of the Sale and Purchase Agreement, Trueworthy proposes to purchase the Sale Shares from Morning Sky. The principal activities of the Target Group are investments on renewable resources in Lao PDR, with focus on developing plantation of Eucalyptus and research and development of bioenergy in Lao PDR. As the Proposed Acquisition may or may not proceed, shareholders and potential investors of the Company should exercise cautions when dealings in the securities of the Company. This announcement is made by the Company pursuant to Rule 13.09(1) of the Listing Rules. The Board is pleased to announce that after trading hours on 7 December 2010, Trueworthy entered into the MOU with Morning Sky, pursuant to which and subject to the entering into of the Sale and Purchase Agreement, Trueworthy proposes to purchase the Sale Shares from Morning Sky.

Summarised below are the salient terms of the MOU. Date 7 December 2010 (after trading hours) Parties (a) (b) Morning Sky as the proposed vendor of the Sale Shares Trueworthy as the proposed purchaser of the Sale Shares

As Mr. Wong is the managing Director, Morning Sky is a connected person of the Company as defined in Chapter 14A of the Listing Rules. Assets proposed to be acquired Pursuant to the MOU and subject to the entering into of the Sale and Purchase Agreement, Trueworthy proposes to purchase the Sale Shares from Morning Sky. The Target Company is an investment holding company and its subsidiaries are principally engaged in investments on renewable resources projects in Lao PDR, with the focus on developing plantation of Eucalyptus and the research and development of bioenergy in Lao PDR. As at the date hereof, the Target Groups Eucalyptus plantation sites in Xieng Khouang Province of Lao PDR cover 423 hectares. The principal assets of the Target Group are the abovementioned Eucalyptus and the contractual arrangement with an authorised local plantation service company to plant at least 16,500 hectares but not more than 20,000 hectares of Eucalyptus in Xieng Khouang Province of Lao PDR.

Proposed consideration The consideration payable for the Sale Shares is intended to be HK$300,000,000 and the exact amount payable under the Sale and Purchase Agreement will be subject to further negotiation between Trueworthy and Morning Sky with reference to the preliminary estimation by a firm of independent valuers to be appointed by Trueworthy on the fair value of the Target Group. The aggregate consideration payable for the Sale Shares is intended to be satisfied by Trueworthy in cash and/or procuring the issue of promissory notes by the Company, with the exact proportion to be negotiated between Trueworthy and Morning Sky. Timeframe Trueworthy and Morning Sky shall negotiate in good faith towards one another for entering into the Sale and Purchase Agreement as soon as possible and in any event not later than 30 Business Days from the signing of MOU or such later date as Trueworthy and Morning Sky may agree in writing. Trueworthy shall be satisfied with the results of the preliminary business, financial and legal due diligence prior to entering into the Sale and Purchase Agreement. Exclusivity In consideration of the expenses incurred and to be incurred by Trueworthy in negotiation for the MOU and in conducting the preliminary due diligence, Morning Sky shall not, and shall procure that the directors, officers, employees, representatives and agents of itself and of the Target Group shall not, directly or indirectly, for a period of 30 Business Days commencing from the date of the MOU to (i) solicit, initiate or encourage inquiries or offers from; (ii) initiate or continue negotiations or discussions with or furnish any information to; or (iii) enter into any agreement or letter of intent or memorandum of understanding with any person or entity other than Trueworthy with respect to the sale and purchase of the Sale Shares or any part thereof or any major assets of the Target Group or create any options or rights to acquire any type of securities of the any companies in the Target Group.

GENERAL
The Proposed Acquisition, if materialised, may constitute a notifiable transaction and connected transaction for the Company under Chapters 14 and 14A of the Listing Rules. Further announcement(s) will be made by the Company in respect of any material development on the Proposed Acquisition and actions which will be taken by the Company to comply with the notification, publication and shareholders approval requirements under the Listing Rules. As the Proposed Acquisition may or may not proceed, shareholders and potential investors of the Company should exercise cautions when dealings in the securities of the Company.

DEFINITIONS
Unless the context requires otherwise, the following words and phrases used in this announcement have the following meanings: Board Business Day the board of Directors a day (other than Saturday and Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours the British Virgin Islands See Corporation Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited has the meaning set out in the Listing Rules the directors of the Company Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the Peoples Republic of China

BVI Company

connected person Directors HK$ Hong Kong

Lao PDR Listing Rules

the Lao Peoples Democratic Republic the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Morning Sky International Ltd., a company incorporated in the BVI and is wholly owned by Mr. Wong the memorandum of understanding, which is non-legally binding except clauses relating to, inter alia, exclusivity and confidentiality, entered into between Trueworthy and Morning Sky in relation to the Proposed Acquisition

Morning Sky

MOU

Mr. Wong

Mr. Wong Kui Shing, Danny, the managing Director of the Company the proposed acquisition of the Sale Shares by Trueworthy the legally binding sale and purchase agreement which may be entered into between Trueworthy and Morning Sky pursuant to the MOU the entire issued share capital of the Target Company the ordinary share(s) of HK$0.01 each in the share capital of the Company Green Global Bioenergy Limited, an investment holding company incorporated in the BVI with limited liability and is wholly owned by Morning Sky the Target Company and its subsidiaries Trueworthy Limited, a company incorporated in the BVI and a wholly-owned subsidiary of the Company By Order of the Board See Corporation Limited Dr. Ma Ho Man, Hoffman Chairman

Proposed Acquisition Sale and Purchase Agreement

Sale Shares Share(s)

Target Company

Target Group Trueworthy

Hong Kong, 7 December 2010

5

As at the date of this announcement, the Directors are as follows:

Executive Directors: Dr. Ma Ho Man, Hoffman (Chairman) Mr. Wong Kui Shing, Danny (Managing Director) Dr. Allan Yap Independent non-executive Directors: Mr. Li Fui Lung, Danny Mr. Ng Hoi Yue, Herman Mr. Heung Pik Lun
*

for identification purpose only