10:23 NAM TAI EEP<02633> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares. NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2633) ACQUISITION OF NAMTEK SOFTWARE DEVELOPMENT COMPANY LIMITED DISCLOSEABLE AND CONNECTED TRANSACTION The Board is pleased to announce that on 8 April 2005, the Company entered into the Sale and Purchase Agreement with, among others, NTE Inc. and Asano Company for the acquisition of 80% and 20% interests in Namtek 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 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 represent approximately 10.2% and 9.3% of the Company's existing and enlarged issued share capital respectively. An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. The issue price of the Consideration Shares of HK$2.55 each is equivalent to the closing price of the Shares on 31 March 2005. The consideration for the Acquisition has been determined with reference to the consolidated net profits of Namtek for the financial year ended 31 December 2004 and the price earnings multiple of the Company based on the closing price of the Shares on 31 March 2005 of approximately 11.3 times. NTE Inc. is the 71.25% holding company of the Company and hence a connected person of the Company for the purpose of the Listing Rules. Asano Company is 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. As each of the percentage ratios (other than the profits ratio) is more than 2.5% and the total consideration for the Acquisition is more than HK$10,000,000, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the approval by the independent Shareholders. The total consideration for the Acquisition