09:25 SHANGHAI IND H<00363> - Announcement (2) CONTINUING CONNECTED TRANSACTIONS Shanghai Industrial United Holdings Co., Ltd. (``SI United''), a subsidiary of the Company, owns a 51% interest in Guangdong Techpool. Guangzhou Bopu Bio-Technology Co., Ltd.* (``Guangzhou Bopu'') is a substantial shareholder of Guangdong Techpool and is accordingly a connected person of the Company. As Changzhou Techpool is a subsidiary of Guangzhou Bopu, hence, pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the ``Listing Rules''), Changzhou Techpool is deemed as a connected person of the Company. Pursuant to the Listing Rules, the Purchase Transactions constitute continuing connected transactions of the Company. Since each of the percentage ratios as to the transaction amount calculated on an annual basis is expected to be less than 2.5% which falls within Rule 14A.34(1) of the Listing Rules, the Purchase Transactions are expected to be exempt from independent shareholders' approval requirement. Pursuant to Rules 14A.45 to 14A.47 of the Listing Rules, the transactions will be subject to disclosure in an announcement and the details of which shall be included in the Company's next and subsequent published annual reports and accounts for the financial years during which the transactions persist. REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS The Board (including the Independent Non-executive Directors) considers that as Changzhou Techpool is among the few suppliers in Mainland China that can satisfy Guangdong Techpool's stringent requirements for raw pharmaceuticals such as on quality, delivery and cost, the entering into a long-term raw pharmaceuticals purchase agreement with Changzhou Techpool will help Guangdong Techpool maintain the stability of its product quality and this single source of supply would help to maintain the confidentiality of the manufacturing formula. Pursuant to the Agreement, the Purchase Transactions will be conducted on normal commercial terms. The Board (including the Independent Non-executive Directors) considers that the terms of the Agreement are fair and reasonable and the entering into of the Agreement is in the interests of the shareholders of the Company as a whole. GENERAL INFORMATION The Company and its subsidiaries are engaged in the principal businesses of infrastructure facilities, medicine, consumer products and information technology. Changzhou Techpool is principally engaged in research, development, manufacture and sale of raw bio-pharmaceuticals and finished pharmaceuticals. By Order of the Board Wong Mei Ling, Marina Company Secretary Hong Kong, 7th April 2005 As at the date of this announcement, the Board of the Company is comprised of: Executive Directors: Mr. Cai Lai Xing, Mr. Qu Ding, Mr. Lu Ming Fang, Mr. Lu Da Yong, Mr. Ding Zhong De, Mr. Lu Shen, Mr. Qian Shi Zheng, Mr. Yao Fang and Mr. Tang Jun Independent Non-Executive Directors: Dr. Lo Ka Shui, Prof. Woo Chia-Wei and Mr. Leung Pak To, Francis * The English name is an informal English translation of its official Chinese name.