10:23     NAM TAI EEP<02633> - Announcement (2)                               

    represents more than 5% but less than 25% of the                          
    consideration ratio calculated pursuant to Rule                           
    14.07(4) of the Listing Rules. Accordingly, the                           
    Acquisition also constitutes a discloseable                               
    transaction of the Company under Chapter 14 of the                        
    Listing Rules.                                                            
                                                                              
    An independent board committee will be set up to                          
    advise the independent Shareholders on the                                
    Acquisition. An independent financial adviser will                        
    be appointed to advise the independent board                              
    committee and the independent Shareholders in this                        
    regard. A circular containing information on the                          
    Acquisition will be despatched to the Shareholders                        
    as soon as practicable.                                                   
                                                                              
    SALE AND PURCHASE AGREEMENT                                               
    Date                                                                      
    8 April 2005                                                              
                                                                              
    Parties                                                                   
    Purchaser:      The Company                                               
                                                                              
    Vendors:        (1)     NTE Inc., the 71.25% holding company              
    of the Company and a connected person of the Company                      
    for the purpose of the Listing Rules.                                     
                                                                              
    (2)     Asano Company, beneficially owned as to                           
    49.9999% by Mr. Asano, a director of Namtek and his                       
    associate, and as to 50.0001% by Mr. Liu, another                         
    director of Namtek.                                                       
                                                                              
    Warrantors:     The Vendors, Mr. Asano and Mr. Liu                        
                                                                              
    Asset to be acquired                                                      
    100 Namtek Shares, being the entire issued share                          
    capital of Namtek. NTE Inc. and Asano Company hold                        
    80 Namtek Shares and 20 Namtek Shares respectively.                       
                                                                              
    Namtek has two wholly-owned subsidiaries, namely                          
    Namtek Japan and Namtek Shenzhen. Namtek Group offers                     
    a wide range of services on software development, data                    
    processing and compression and electronic hardware                        
    design and development specializing in digital                            
    dictionaries and car navigation system.                                   
                                                                              
    The consolidated total assets of Namtek as at 31                          
    December 2004 were approximately US$4.218 million                         
    (approximately HK$32.900 million). The consolidated                       
    net profit of Namtek both before and after taxation                       
    and extraordinary items (a) for the financial year                        
    ended 31 December 2004 was approximately US$2.646                         
    million (approximately HK$20.638 million) and                             
    approximately US$2.362 million (approximately                             
    HK$18.424 million) respectively, and (b) for the                          
    financial year ended 31 December 2003, approximately                      
    US$1.68 million (approximately HK$13.102 million)                         
    and approximately US$1.477 million (approximately                         
    HK$11.518 million) respectively.                                          
                                                                              
    Consideration                                                             
    The total consideration for the Acquisition, which                        
    amounts to US$26.7 million (approximately HK$208.3                        
    million), will be satisfied by the issue of the                           
    Consideration Shares to the Vendors (65,336,470                           
    Shares to NTE Inc. and 16,334,118 Shares to Asano                         
    Company, or as they may direct respectively) at                           
    HK$2.55 each. The Consideration Shares:                                   
                                                                              
    (a)     when issued, will rank pari passu in all                          
    respects with the existing Shares;                                        
                                                                              
    (b)     represent approximately 10.2% and 9.3% of the