09:50     SHELL ELECTRIC<00081> - Announcement (3)                            

    (d)     the obtaining by the Purchasers of all necessary                  
    consents, authorisations or other approvals (or, as                       
    the case may be, the relevant waiver) of any kind in                      
    connection with the entering into and performance of                      
    the terms of the Acquisition Agreement which may be                       
    required under the Listing Rules from the Stock                           
    Exchange or any regulatory authority; and                                 
                                                                              
    (e)     the delivery of a disclosure letter by the                        
    Vendor to the Purchaser.                                                  
                                                                              
    If any of the conditions precedent is not fulfilled                       
    or waived on or before 30 January 2005 (or on such                        
    other date as shall be extended by agreement between                      
    the parties to the Acquisition Agreement) ("Longstop                      
    Date"), the Acquisition Agreement will be terminated                      
    and have no effect whereupon the Deposit together with                    
    an interest at a rate of 3% per annum shall be refunded                   
    to the Purchasers within three Business Days after                        
    such termination and neither party shall then have                        
    any liability under the Acquisition Agreement (except                     
    provisions concerning confidentiality, costs and                          
    related matters). Notwithstanding the aforesaid, if                       
    any of the Purchasers shall elect not to proceed to                       
    Completion, the other Purchasers shall be entitled                        
    to (but not obliged to) proceed to Completion in                          
    accordance with the terms of the Acquisition                              
    Agreement.                                                                
                                                                              
    Completion                                                                
                                                                              
    Subject to the fulfilment or waiver (as the case may                      
    be) of the conditions precedent as set out above,                         
    Completion will take place on or before the third                         
    Business Day after the Longstop Date.                                     
                                                                              
    LOAN AGREEMENT                                                            
                                                                              
    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 at an interest                    
    rate of 3% per annum. Upon Completion, the Loan will                      
    be converted into shareholders' loan owed by Yue Tian                     
    to Allright Investments. Allright Investments will,                       
    in its then capacity as a shareholder of Yue Tian,                        
    waive the repayment by Yue Tian of the interests                          
    accrued on the Loan. In the event that Completion does                    
    not take place, Yue Tian shall repay the Loan to the                      
    Purchasers together with the interest accrued thereon                     
    on the day on which the Acquisition Agreement is                          
    terminated in accordance with the terms thereof.                          
                                                                              
    In accordance with Rule 13.13 of the Listing Rules,                       
    the Loan constitutes an advance to an entity which                        
    exceeds 8% of the market capitalisation of the                            
    Company.                                                                  
                                                                              
    INFORMATION ON YUE TIAN GROUP                                             
                                                                              
    Yue Tian is a limited liability company incorporated                      
    in Hong Kong on 2 March 1993. As at the date of this                      
    announcement, it is owned by the Vendor and Wise Gain                     
    as to 75% and 25% respectively. Immediately after                         
    Completion, Yue Tian will become a joint venture owned                    
    as to 51% by Red Empire, 29% by Wise Gain and 20% by                      
    Allright Investments.                                                     
                                                                              
    The PRC Joint Venture is a sino-foreign cooperative                       
    joint venture established in the PRC on 26 September