09:51 SHELL ELECTRIC<00081> - Announcement (5) LISTING RULES IMPLICATION 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. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "Acquisition" the acquisition of the Sale Shares by Allright Investments from the Vendor pursuant to the terms and conditions of the Acquisition Agreement "Acquisition Agreement" the sale and purchase agreement dated 7 January 2005 entered into between the Purchasers, the Vendor and the Warrantor "Allright Investments" Allright Investments Limited, a company incorporated in Samoa and an indirect wholly-owned subsidiary of the Company "associate(s)" has the meaning ascribed to it under the Listing Rules "Board" the board of Directors "Business Day" a day, excluding Saturday, on which banks are open for business in Hong Kong "Company" Shell Electric MFG. (Holdings) Company Limited (*), a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange "Completion" completion of the sale and purchase of the Sale Shares "Completion Date" the third Business Day after the Longstop Date "connected person(s)" has the meaning ascribed to it under the Listing Rules "Consideration" the consideration for the Sale Shares in the amount of HK$3,814,400 payable by Allright Investments pursuant to the Acquisition Agreement "Directors" the directors of the Company "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan" a loan in the sum of HK$60 million advanced by Allright Investments to Yue Tian pursuant to the Loan Agreement