09:49     SHELL ELECTRIC<00081> - Announcement (2)                            

    wholly-owned subsidiary of the Company                                    
                                                                              
    Warrantor:      Mr Yu Pan                                                 
                                                                              
    The Vendor is a company incorporated in Hong Kong and                     
    its principal business is investment holding. A                           
    fellow subsidiary and an associated company of the                        
    Vendor are the joint venture partners of two                              
    associated companies of the Group, namely China                           
    Dynasty Development Ltd and Hong Kong Construction                        
    SMC Development Limited. Save as disclosed herein and                     
    to the best of the Directors' knowledge, information                      
    and belief and having made all reasonable enquiry,                        
    the Vendor, the Warrantor, Red Empire and Wise Gain,                      
    together with (where applicable) their respective                         
    ultimate beneficial owners, and their respective                          
    associates are third parties independent of the Group                     
    and connected persons of the Company.                                     
                                                                              
    Assets to be acquired                                                     
                                                                              
    Subject to the terms and conditions of the Acquisition                    
    Agreement, the Purchasers will acquire a total of 75%                     
    of the issued share capital of Yue Tian. The Sale                         
    Shares to be acquired by Allright Investments                             
    represent 20% of the issued share capital of Yue Tian.                    
    The remaining 25% of the existing issued share capital                    
    of Yue Tian is owned by Wise Gain. Yue Tian has in                        
    turn invested in the PRC Joint Venture.                                   
                                                                              
    Consideration                                                             
                                                                              
    The Consideration payable by Allright Investments for                     
    the Sale Shares shall be HK$3,814,400. The                                
    Consideration will be satisfied entirely in cash, out                     
    of which a deposit of 50% ("Deposit") shall be paid                       
    by Allright Investments within one Business Day upon                      
    signing of the Acquisition Agreement, and the                             
    remaining balance of 50% is payable on Completion to                      
    the Vendor.                                                               
                                                                              
    The Consideration was determined by reference to the                      
    investment costs incurred by the Vendor in Yue Tian                       
    Group to date. The Consideration and the terms and                        
    conditions of the Acquisition Agreement have been                         
    negotiated by the parties on an arm's length basis.                       
                                                                              
    Conditions precedent                                                      
                                                                              
    Completion is conditional on the followings having                        
    taken place:                                                              
                                                                              
    (a)     the Purchasers and the Warrantor having entered                   
    into a shareholders' agreement ("Shareholders'                            
    Agreement") which will take effect on Completion;                         
                                                                              
    (b)     completion by the Purchasers of the legal and                     
    financial due diligence review and each of the                            
    Purchasers being reasonably satisfied (i) with the                        
    business, assets, financial position and prospects                        
    of Yue Tian Group in all respects; and (ii) that there                    
    has been no material adverse change in the business,                      
    assets and financial position of the respective                           
    members of Yue Tian Group between the date of the                         
    Acquisition Agreement and Completion;                                     
                                                                              
    (c)     the Purchasers being reasonably satisfied that                    
    all warranties contained in the Acquisition Agreement                     
    having remained true and correct as at the Completion                     
    Date;