Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MO02taQlrsLcpbqzPtE4XkBf8Fp54MR9GDyEvAAnhYQ3dA0QwCTKpW3vPKhrHlbZ LhIKYPIxtj7spq57l70zhg== 0001144204-09-018914.txt : 20090406 0001144204-09-018914.hdr.sgml : 20090406 20090403175141 ACCESSION NUMBER: 0001144204-09-018914 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090403 GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL HOLDINGS I LP GROUP MEMBERS: CITADEL INVESTMENT GROUP II, L.L.C. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA SHEN ZHOU MINING & RESOURCES, INC. CENTRAL INDEX KEY: 0000790024 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870430816 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83410 FILM NUMBER: 09733388 BUSINESS ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 BUSINESS PHONE: 86-010-68867292 MAIL ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 FORMER COMPANY: FORMER CONFORMED NAME: EARTH PRODUCTS & TECHNOLOGIES INC DATE OF NAME CHANGE: 20000515 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL PLASMA ARC TECHNOLOGY INC DATE OF NAME CHANGE: 19950601 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPT GOLD INC DATE OF NAME CHANGE: 19921224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 v145323_13da.htm Unassociated Document

Page 1 of 11 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

China Shen Zhou Mining & Resources, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

16942H109

(CUSIP Number)

John C. Nagel

Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 1, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 16942H109

Page 2 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares1
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON PN, HC

1 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 3 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Investment Group, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares2
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON OO, HC

2 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 4 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Equity Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares3
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON CO

3 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 5 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Investment Group II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares4
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON OO, HC

4 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 6 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Holdings I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares5
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON PN, HC

5 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 7 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Derivatives Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares6
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON OO, BD

6 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 8 of 11 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Kenneth Griffin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,428 shares7
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1 percent
14	TYPE OF REPORTING PERSON IN, HC

7 See Items 4, 5 and 6 below.

CUSIP No. 16942H109

Page 9 of 11 Pages

ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 amends the Schedule 13D filed on December 8, 2008 (the "Original Filing") by Citadel Limited Partnership ("CLP"), Citadel Investment Group, L.L.C. ("CIG"), Citadel Equity Fund Ltd. ("CEF"), Citadel Investment Group II, L.L.C. ("CIG-II"), Citadel Holdings I LP ("CH I"), Citadel Derivatives Group LLC ("CDG") and Kenneth Griffin ("Griffin"). Capitalized terms not defined herein shall have the meaning given to them in the Original Filing.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Original Filing is amended to add to the end thereof the following:

On April 1, 2009, CEF entered into the transaction described below in Item 6, which is subject to obtaining certain consents that the Reporting Persons believe are ministerial. As a result of such transaction, the Reporting Persons are no longer the beneficial owners of the Notes or the Note Shares into which the Notes may be converted.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)	Number of shares: 2,428 shares

	Percentage of shares: Less than 0.1 percent8

(b)	Sole power to vote or direct the vote: 0

	Shared power to vote or direct the vote: 2,428 shares

	Sole power to dispose or to direct the disposition: 0

	Shared power to dispose or direct the disposition: 2,428 shares

(c) The sole transaction effected by the Reporting Persons in the Common Shares (and options to purchase or sell such Common Shares) during the last 60 days is described in Item 6.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Prior Filing is amended to add to the end thereof the following:

8 According to the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2008, there were 22,214,514 Common Shares issued and outstanding as of November 10, 2008.

CUSIP No. 16942H109

Page 10 of 11 Pages

On April 1, 2009, CEF entered into a transaction with China Mining Resources Group, Ltd. ("CMR") whereby CMR agreed to purchase the $28,000,000 face amount of Notes issued by the Issuer and owned by CEF. The consideration for such transaction is USD$3,500,000 in cash and 104,132,000 newly issued ordinary shares of CMR. The transaction is subject to obtaining certain consents that the Reporting Persons believe are ministerial.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

Exhibit 99.10:

Trade Confirmation with CMR

CUSIP No. 16942H109

Page 11 of 11 Pages

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 3rd day of April, 2009

CITADEL INVESTMENT GROUP, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory
CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory
CITADEL HOLDINGS I LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL DERIVATIVES GROUP LLC By: Citadel Limited Partnership, its Managing Member By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory
KENNETH GRIFFIN By: /s/ John C. Nagel John C. Nagel, attorney-in-fact*

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

EX-99.10 2 v145323_ex99-10.htm Unassociated Document

STRICTLY CONFIDENTIAL

We are not acting as your adviser or in a fiduciary capacity. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in the light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction. Citadel Investment Group (Hong Kong) Limited and its affiliates emphasize the need for you to take your own financial, legal, accounting and tax advice at an early stage. Additional Information is available on request.

Execution Copy

Date: April 1, 2009

Trade Confirmation

China Shen Zhou Mining & Resources, Inc.

US$28,000,000 6.75% Senior Convertible Notes Due 2012

Securities:	US$28,000,000 6.75% Senior Convertible Notes due 2012 (the "Notes") issued by China Shen Zhou Mining & Resources (the "Company")

Seller:	Citadel Equity Fund Ltd., its affiliates or assignees ("Citadel")

Buyer:	China Mining Resources Group Ltd. ("CMR")

Transaction:	Subject to the granting of the listing of, and the permission to deal in the Stock Consideration by The Stock Exchange of Hong Kong Limited ("HKEx") to CMR (the "Listing Approval") and the other terms and conditions set forth herein, Citadel hereby agrees to sell, transfer and deliver to CMR, and CMR hereby agrees to acquire and accept from Citadel, all rights and interest in the Notes and all rights and interest under the Transaction Documents (as such term is defined in the Note Purchase Agreement (the "Note Purchase Agreement"), dated December 21, 2006, between the Company and Citadel), other than Section 9.09 of the Indenture (as such term is defined in the Note Purchase Agreement), on the Settlement Date.

	In consideration of the foregoing transaction, CMR shall pay the Cash Consideration and deliver the Stock Consideration to Citadel and Citadel will deliver the Notes to CMR, in each case on the Settlement Date.

	Citadel undertakes to sign, and use its reasonable endeavours to procure the Company to sign, any other documents and/or deeds as may be reasonably required by CMR so as to effect the transfer of all rights and interest in the Notes and all rights and interest under the Transaction Documents (as such term is defined in the Note Purchase Agreement) other than Section 9.09 of the Indenture (as such term is defined in the Note Purchase Agreement) as from the Settlement Date.

Cash Consideration:	US$3,500,000 in cash

Stock Consideration:	104,132,000 new ordinary shares of HK$0.10 each in the capital of CMR ("CMR Shares") (the "Stock Consideration"), which number of CMR Shares has been determined based on the value of US$3,500,000 divided by the closing price of HK$0.26 per CMR Share as quoted on HKEx on 31 March 2009 (which is the trading day immediately preceding the date of this Trade Confirmation), using the agreed exchange rate of US$1 to HK$7.7355.

Settlement Date:	The second business day in Hong Kong immediately following the granting of the Listing Approval by the HKEx to CMR; provided that the representations and warranties of each of the parties hereto shall be true and correct in all material respects as of the date when made and as of the Settlement Date as though made at that time (except for representations and warranties that speak as of a specific date), and each party shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Trade Confirmation to be performed, satisfied or complied with by such party at or prior to the Settlement Date.

STRICTLY CONFIDENTIAL

Seller Representation:	Citadel hereby represents and warrants as follows:

	(a) it solely and beneficially owns the Notes, free from all taxes, liens, claims, encumbrances and charges;

	(b) there are no outstanding rights, options, subscriptions or other agreements or commitments obligating Citadel to sell or transfer the Notes and the Notes are not subject to any lock-up or other restriction on their transfer or on the ability of CMR to sell or transfer the Notes;

	(c) Citadel has all requisite power and authority to execute, deliver and perform its obligations under this Trade Confirmation;

	(d) this Trade Confirmation has been duly and validly authorized, executed and delivered on behalf of Citadel and constitutes the legal, valid and binding obligation of Citadel enforceable against Citadel in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies;

	(e) the execution, delivery and performance by Citadel of this Trade Confirmation and the consummation by Citadel of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Citadel, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Citadel, except in the case of clause (ii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Citadel to perform its obligations hereunder;

	(f) Citadel has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Trade Confirmation or the transactions contemplated hereby;

	(g) Citadel has paid any and all amounts and charges due and owing to the Company and there are no unpaid amounts or charges claimed to be due to the Company from Citadel;

	(h) Other than the termination of the Voting Agreement on April 27, 2007, and the amendment of the Indenture on May 17, 2007, September 28, 2007 and December 21, 2007, the Transaction Documents have not been amended, terminated or supplemented, and such Transaction Documents, including the Share Pledge Agreement (as such term is defined in the Note Purchase Agreement), continue to remain enforceable in accordance with its terms; and

	(i) The Notes may be resold by Citadel to CMR without registration under the U.S. Securities Act of 1933, as amended.

Buyer Representation:	CMR hereby represents and warrants as follows:

	(a) CMR has requisite corporate authority to enter into the Transaction and issue shares comprising the Stock Consideration without seeking the approval of its shareholders;

	(b) this Trade Confirmation has been duly and validly authorized, executed and delivered on behalf of the CMR and shall constitute the legal, valid and binding obligation of CMR enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies;

	(c) the execution, delivery and performance by CMR of this Trade Confirmation and the consummation by CMR of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of CMR, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to CMR, except in the case of clause (ii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of CMR to perform its obligations hereunder; and

	(d) CMR has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby.

Covenant::	CMR shall use its reasonable endeavours to procure the Listing Approval to be granted by the Listing Committee of HKEx as soon as possible.

STRICTLY CONFIDENTIAL

Termination Right:	Both Citadel and CMR have the right to terminate this Trade Confirmation by giving written notice to the other party upon the earlier of the following events:

	(a) the application for the Listing Approval being rejected by HKEx; and

	(b) the Listing Approval not being granted within 21 days after the date of this Trade

Severability:	If any provision or part of a provision of this Trade Confirmation shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable as for or against any party hereto for any reason, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Trade Confirmation, all of which shall remain in full force and effect.

Binding:	The terms of this Trade Confirmation shall be legally binding on the parties hereto in all respects.

Governing Law:	New York law

Confidentiality:	Each party agrees to notify the other prior to making any public statement regarding the existence of this Trade Confirmation or the terms hereof.