09:37     SHELL ELECTRIC<00081> - Announcement (2)                            

    Shi Consideration                                                         
    The consideration for each tranche of the Shi Sale                        
    Shares will be US$3 per Share but will be adjusted                        
    based on factors calculated with reference to the                         
    number of employees of Appeon and its subsidiaries                        
    as at completion. The maximum consideration under the                     
    Shi Agreement is US$1,162,500 (equivalent of                              
    approximately HK$9,067,500, calculated on the basis                       
    of US$1 = HK$7.8).                                                        
                                                                              
    Conditions                                                                
    Completion of each tranche is conditional upon each                       
    of Sybond and Mr. Shi having complied, or caused to                       
    be complied, in all material respects with the Listing                    
    Rules, including the obtaining of any consent,                            
    permission or approval, in respect of the                                 
    transactions contemplated under the Shi Agreement.                        
                                                                              
    The obligation of Sybond to effect completion of each                     
    of the 5 tranches will be subject to, among other                         
    things, Mr. Shi delivering to Sybond a number of                          
    documents on or prior to that completion which are                        
    necessary for the transfer of the Shi Sale Shares and                     
    which are required by Sybond relating to the                              
    operations and financial situation of Appeon. Sybond                      
    has the right to waive such conditions and proceed                        
    to completion of each tranche.                                            
                                                                              
    Completion                                                                
    The Shi Acquisition will be completed in 5 tranches                       
    according to the following expected timetable:                            
                                                                              
    Tranche 1:      expected to be on or about 28 January 2005                
    Tranche 2:      during the period commencing on 20 January                
    2005, and ending on 28 February 2005 (inclusive of                        
    both dates)                                                               
    Tranche 3:      on 30 June 2005                                           
    Tranche 4:      on 3 January 2006                                         
    Tranche 5:      on 3 July 2006                                            
                                                                              
    GAO AGREEMENT DATED 27 JANUARY 2005                                       
    Parties                                                                   
    (1)     Gao Yang, a director of Appeon, as the vendor;                    
    and                                                                       
                                                                              
    (2)     Sybond, a wholly owned subsidiary of the Company,                 
    as the purchaser                                                          
                                                                              
    Interest Acquired                                                         
    The Gao Sale Shares being 150,000 Shares in the issued                    
    share capital of Appeon representing approximately                        
    4.10% of the issued share capital of Appeon as of the                     
    date of this announcement (assuming no Options are                        
    exercised). Sybond will acquire the Gao Sale Shares                       
    in 2 tranches.                                                            
                                                                              
    Mr. Gao originally acquired the Gao Sale Shares when                      
    he joined the Group as a key member of management of                      
    Appeon and Mr. Gao paid US$4,950 in aggregate for the                     
    Gao Sale Shares in 2003 and 2004.                                         
                                                                              
    Gao Consideration                                                         
    The consideration for each tranche of the Gao Sale                        
    Shares will be US$3 per Share but will be adjusted                        
    based on factors calculated with reference to the                         
    number of employees of Appeon and its subsidiaries                        
    as at completion. The maximum consideration under the                     
    Gao Agreement is US$450,000 (equivalent of                                
    approximately HK$3,510,000, calculated on the basis                       
    of US$1 = HK$7.8).                                                        
                                                                              
    Conditions                                                                
    Completion of each tranche is conditional upon each                       
    of Sybond and Mr. Gao having complied, or caused