09:49 SHELL ELECTRIC<00081> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SHELL ELECTRIC MFG. (HOLDINGS) COMPANY LIMITED * (incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 81) DISCLOSEABLE TRANSACTION ACQUISITION OF SHARES IN YUE TIAN DEVELOPMENT LIMITED GENERAL DISCLOSURE UNDER RULE 13.13 OF THE LISTING RULES The Board announces that on 7 January 2005, the Purchasers, being Allright Investments, an indirect wholly-owned subsidiary of the Company, Red Empire and Wise Gain, the Vendor and the Warrantor entered into the Acquisition Agreement, pursuant to which the Purchasers have agreed to acquire a total of 75% of the issued share capital of Yue Tian from the Vendor. The Sale Shares to be acquired by Allright Investments represent 20% of the issued share capital of Yue Tian and the Consideration payable by Allright Investments for the Sale Shares shall be HK$3,814,400 which will be satisfied entirely in cash. Simultaneously with the execution of the Acquisition Agreement, Allright Investments and Yue Tian have entered into the Loan Agreement, pursuant to which Allright Investments has agreed to advance the Loan in the sum of HK$60 million to Yue Tian. Particulars of the Acquisition Agreement and the Loan Agreement are respectively set out in the paragraphs headed "Acquisition Agreement" and "Loan Agreement" of this announcement. The Acquisition constitutes a discloseable transaction of the Company under the Listing Rules and the Loan constitutes an advance to an entity which exceeds 8% of the market capitalisation of the Company in accordance with Rule 13.13 of the Listing Rules. Accordingly, the Acquisition and the Loan are subject to the disclosure requirements under the Listing Rules. A circular containing further information on the Acquisition and other relevant information will be despatched to the Shareholders for their information as soon as possible. ACQUISITION AGREEMENT The principal terms of the Acquisition Agreement are as follows: Date 7 January 2005 Parties Vendor: Poly Tianyu (Guangzhou) Limited Purchasers: (1) Red Empire (2) Wise Gain (3) Allright Investments, an indirect