Gushan Enters Into Definitive Agreement With Trillion Energy Holdings Limited And Trillion Energy Investments Holdings Limited For "Going Private" Transaction

Gushan Environmental Energy Limited

today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Trillion Energy Holdings Limited ("Parent"), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited ("Merger Sub"), a Cayman Islands exempted company wholly-owned by Parent, and Mr. Jianqiu Yu, the Company's Chairman and Principal Executive Officer (the "Buyer"). Parent is wholly-owned by the Buyer. The Buyer beneficially owns approximately 34.8% of the Company's issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Merger Agreement (the "Merger") with his own funds. Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the Merger, Merger Sub will be merged with and into the Company with the Company surviving the Merger and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 10 ordinary shares) issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive US$0.162 (or US$1.62 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 31.71% premium over the closing price as quoted by Bloomberg L.P. on February 23, 2012 and a 25.78% over the 30-trading day volume weighted average price as quoted by Bloomberg L.P. on February 23, 2012, the last trading day prior to the Company's announcement on February 24, 2012 that it had received a "going private" proposal.