ADAM.L Regulatory News (ADAM)

23 March 2011

China Private Equity Investments Holdings Limited

("CPE" or the "Company")

Posting of Circular

The Company announces the posting of a circular and notice of a General Meeting to its Shareholders in order to: (i) change the Company's investing policy; and (ii) increase the number of shares the Company is authorised to issue to create sufficient additional new shares in order to provide a degree of headroom for future issues of shares.

Unless otherwise defined, terms used in this announcement have the defined meaning given to them in the Circular.

Reasons for Proposed Amendment to Investing Policy

As described in the announcement of 18th March 2011, the Company has entered into a Share Exchange Agreement with Furuya to acquire a 30% interest in Hong Kong-based Enfinium, a leading online financial services business, for a total consideration of US$6 million. The Company will pay for the acquisition by way of issuing 10 million Ordinary Shares to Furuya at a price of US$ 0.60 per Ordinary Share. The acquisition is conditional on Shareholder approval to amend the Company's investing policy.

The principal terms of the Share Exchange Agreement are, inter alia, as follows:

- the issue of 10 million Ordinary Shares in consideration of the Company's acquisition of a 30% interest in Enfinium which would result in Furuya holding approximately 13.6% of the total issued share capital of the Company;

- under the terms of the Share Exchange Agreement, CPE will issue an additional 2 million shares to Furuya if Enfinium achieves a net audited post-tax profit of US$ 3.5 million or more for the year ending 31st December 2011; and

- the Share Exchange Agreement also gives CPE a seat on Enfinium's board of directors, which will be taken up by the CEO of the Company, Mr. Duncan Chui.

The acquisition is a strategic investment intended simultaneously to broaden CPE's exposure to online, technology-media-telecoms and financial services opportunities and provide direct access to Enfinium's global network of private equity investors. Established in 2007, Enfinium is 100%-owned by Furuya. It provides its clients with a global online trading platform that allows them to trade stocks on most of the world's stock exchanges, along with forex, futures and other transactions. It has a wide network of High Net Worth investors who are seeking access to Chinese investment opportunities such as those sourced by CPE.

In accordance with the Share Exchange Agreement, the proposed investment is conditional on Shareholders approving the amendments to the Company investing policy pursuant to Resolution 1.

The Company's existing investing policy, as set out below, only enables the Company to invest in businesses operating in China. The Board has identified a number of opportunities to invest in businesses, such as Enfinium, that have all, or a substantial part, of their operations outside China but are seeking to increase their exposure to China and that can benefit from CPE's experience and presence in China through its existing portfolio of investments.

The Board recommends that the proposed amendment to the investing policy is approved by Shareholders so that the Company can proceed with its strategic investment in Enfinium and also broaden its future investment opportunities further.

Proposed Amendment to Investing Policy

The proposed amendment to the Company's investing policy requires Shareholder approval pursuant to Rule 8 of the AIM Rules. Such approval will be sought from Shareholders at the General Meeting on 12th April 2011.

Existing investing policy

The Company's existing investment strategy is to provide shareholders with an attractive return on their investment through capital appreciation, by investing in businesses in China which the Directors believe are likely to achieve a trade sale or an IPO, predominantly within a medium to long term time horizon.

Proposed new investing policy wording

As described in the announcement on 18th March 2011, the Board proposes, for the reasons set out above, an amended investing policy as follows:-

"The Company's investing strategy is to provide Shareholders with an attractive return on their investment through capital appreciation, by investing in businesses which:

i) operate solely in China;

ii) operate in other countries as well as China but have significant exposure to the Chinese market; or

iii) operate outside China and are seeking to leverage off CPE's experience and/or portfolio companies to enter the Chinese market and/or to develop strategic partnerships involving Chinese business entities.

In each case the Directors will seek to invest in businesses which they believe are likely to achieve a trade sale or an IPO, predominantly within a medium to long term time horizon."

As required by the AIM Rules, a material change to the investing policy requires Shareholders approval.

Proposed Increase in Number of Shares the Company is Authorised to Issue

As at the date of this Circular, the Company is authorised to issue 100,000,000 Ordinary Shares of which 63,784,645 Ordinary Shares are in issue. Following the issue of new Ordinary Shares to Furuya, there will be 73,784,645 Ordinary Shares in issue, with a further 2,000,000 Ordinary Shares to be issued to Furuya subject to Enfinium achieving the performance target set out above. In order to accommodate further expansion and growth of the Company through the issue of shares as full or partial consideration for investments, and in light of the proposed share issue referred to above, the Board proposes that the number of shares the Company is authorised to issue be increased from 100,000,000 Ordinary Shares to 300,000,000 by the creation of an additional 200,000,000 new authorised but unissued Ordinary Shares.

The proposed increase in the number of shares the Company is authorised to issue is conditional upon the passing of Resolution 2 at the General Meeting.

Mandate to Allot and Issue Ordinary Shares

Following the increase in the number of shares the Company is authorised to issue, your Board proposes to obtain a general mandate from Shareholders to generally and unconditionally authorise the Board, including, without limitation, for the purposes of Article 3 of the Articles, to exercise all the powers of the Company to issue shares for cash on a non-preemptive basis up to a maximum of 33.3% of the unissued shares of the Company in aggregate, subject to the restrictions on allotment and issue set out in Article 3.3 of the Articles.

General Meeting

A General Meeting has been convened for 17:00 (Hong Kong time) on 12th April 2011 to seek Shareholders' approval of the Resolutions.

For further information, please visit www.cpe-invest.com or contact:

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