10:24     NAM TAI EEP<02633> - Announcement (3)                               

    Company's existing and enlarged issued share capital                      
    respectively; and                                                         
                                                                              
    (c)     will be allotted and issued by the Directors                      
    subject to the passing of the resolution by the                           
    independent Shareholders at the EGM to approve the                        
    issue of the Consideration Shares.                                        
                                                                              
    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 was arrived at after arm's length                             
    negotiations among the Purchaser and the Vendors and                      
    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 which the Directors believe is reasonable, and                      
    after taking into account the dividend to be declared                     
    before Completion by Namtek to its shareholders of                        
    not exceeding US$2,362,014 (approximately                                 
    HK$18,423,709).                                                           
                                                                              
    Non-disposal Undertakings                                                 
    Asano Company has undertaken to the Company that:                         
                                                                              
    (a)     it shall not distribute or dispose of or enter                    
    into any agreement to dispose of any of its interests                     
    in the Consideration Shares it received on Completion                     
    (together with any other shares or other securities                       
    of the Company derived therefrom as a result of any                       
    capitalisation issue, scrip dividend or otherwise)                        
    (the "Relevant Shares") during the two-year period                        
    commencing on the Completion Date (the "Lock-up                           
    Period"); and                                                             
                                                                              
    (b)     in recognition of the contribution of the Namtek                  
    Staff, Asano Company shall distribute or transfer the                     
    Relevant Shares to and among the Namtek Staff (i.e.                       
    those persons being the beneficial owners of the                          
    shares of Asano Company and employees identified in                       
    the Sale and Purchase Agreement and who remains an                        
    employee of the Namtek Group on the second anniversary                    
    of the Completion Date) or as they may direct                             
    according to their entitlements as set out in the Sale                    
    and Purchase Agreement as soon as practicable after                       
    the second anniversary of the Completion Date.                            
                                                                              
    Any Relevant Shares not distributed or transferred                        
    to the Namtek Staff in accordance with (b) above may                      
    be dealt with by Asano Company at its discretion after                    
    the Lock-up Period.                                                       
                                                                              
    The Consideration Shares allotted and issued to NTE                       
    Inc. are not subject to any restrictions on disposal.                     
                                                                              
    Conditions                                                                
    Completion of the Sale and Purchase Agreement is                          
    conditional upon, inter alia:                                             
                                                                              
    1.      the passing of all requisite resolutions by the                   
    independent Shareholders at the EGM (whereby NTE Inc.                     
    and its associates shall abstain from voting) to                          
    approve the Acquisition as contemplated in the Sale                       
    and Purchase Agreement and the issue of the                               
    Consideration Shares;