09:50 SHELL ELECTRIC<00081> - Announcement (4) 2002, the registered capital of which is US$5 million. Its business scope includes the development, construction, sale, leasing and management of self-constructed commercial buildings and ancillary facilities in accordance with the relevant government approval. Pursuant to a supplemental joint venture contract dated 3 January 2005 entered into between the PRC party to the PRC Joint Venture and Yue Tian and subject to the approval by the relevant governmental authority in the PRC, the PRC party to the PRC Joint Venture will be entitled to a fixed sum of RMB90 million (equivalent to approximately HK$84,905,660) in return for its contribution to the development of the PRC Joint Venture. Upon payment of such amount, the entire revenue of the PRC Joint Venture will be retained by Yue Tian. The PRC Joint Venture is in the process of acquiring a land located at Guangzhou, the PRC from the PRC party to the PRC Joint Venture for the construction, fitting out and furnishing of a five-star hotel and grade "A" office premises and shopping arcade adjoining the hotel ("Development Project"). As at the date of this announcement, the Purchasers estimate that the size of the Development Project will amount to approximately HK$1.2 billion, of which 50% is expected to be financed by shareholders' equities or shareholders' loans and 50% to be financed by bank loans. On the basis of 20% interests in Yue Tian held by Allright Investments immediately after Completion and barring any unforeseen circumstances, the Directors expect that the shareholders' equities or shareholders' loans to be contributed by Allright Investments to the Development Project will be approximately HK$120 million. The audited net loss both before and after taxation of the PRC Joint Venture for the period from 1 January 2003 to 31 December 2003 was approximately RMB296,330 (equivalent to approximately HK$279,557) based on the PRC generally accepted accounting principles. Based on the management accounts of the PRC Joint Venture for the 12 months ended 31 December 2004, the unaudited net loss and unaudited net asset value of the PRC Joint Venture were approximately RMB3,680,429 (equivalent to approximately HK$3,472,103) and RMB28,882,994 (equivalent to approximately HK$27,248,108) respectively. REASONS FOR AND BENEFITS OF THE ACQUISITION The principal business of the Group are the manufacturing and marketing of electrical household appliances and investments in property and high technology businesses. The Group currently owns property investment portfolio in Tian He District, Guangzhou, the PRC. The Board is of the view that there is a positive prospect for property investment in that area. It is expected that the Development Project will contribute positively to the future development of the Group through the broadening of the property portfolio and the income base of the Group. The Directors, including the independent non-executive Directors, consider that the terms and conditions of the Acquisition Agreement and the Loan Agreement are on normal commercial terms and are fair and reasonable as far as the Shareholders as a whole are concerned.