09:37     SHANGHAI GROWTH<00770> - Announcement (6)                           

    constitute connected transactions. Pursuant to rule 14A.35 of the         
    Listing Rules, the Fourth Supplemental Agreement would require            
    disclosure by way of announcement, preparation and despatch of            
    circulars to the Shareholders and prior approval by the Independent       
    Shareholders by poll. The Independent Shareholders will also be asked     
    to consider and, if thought fit, approve by poll the Fourth               
    Supplemental Agreement at the AGM.                                        
                                                                              
    CONDITIONS TO THE APPROVAL                                                
                                                                              
    The Independent Shareholders' approval for the Fourth Supplemental        
    Agreement and the Ongoing Connected Transactions for the term of the      
    Fourth Supplemental Agreement shall be subject to the following           
    conditions:                                                               
                                                                              
    (1)  The Ongoing Connected Transactions are:                              
                                                                              
    (a)  entered into in the ordinary and usual course of business of the     
    Company;                                                                  
                                                                              
    (b)  entered into on normal commercial terms or on terms no less          
    favourable than terms available to (or from) independent third parties;   
                                                                              
    (c)  entered into on terms that are fair and reasonable so far as the     
    Shareholders are concerned; and                                           
                                                                              
    (d)  entered into in accordance with the terms and conditions of the      
    Investment Management Agreement and the Fourth Supplemental Agreement     
    supplementary thereto.                                                    
                                                                              
    (2)  The total consideration of the Ongoing Connected Transactions for    
    any of the periods stipulated in Clause 7.03A of the Investment           
    Management Agreement as supplemented by the Fourth Supplemental           
    Agreement shall not exceed the corresponding New Cap set out in that      
    clause.                                                                   
                                                                              
    (3)  Details of the Ongoing Connected Transactions in each financial      
    year shall be disclosed as required under rule 14A.46 of the Listing      
    Rules in the Company's next and each successive annual report, each       
    accompanied with a statement of the opinion of the independent            
    non-executive Directors and the auditors of the Company as referred in    
    paragraphs (4) and (6) below.                                             
                                                                              
    (4)  The independent non-executive Directors shall review annually the    
    Ongoing Connected Transactions and confirm in the Company's next and      
    successive annual reports that the Ongoing Connected Transactions are     
    conducted in the manner as stated in (1) and (2) above.                   
                                                                              
    (5)  The auditors of the Company will be given full access to its         
    relevant records for the purpose of the auditor's review; and             
                                                                              
    (6)  The auditors of the Company shall review the Ongoing Connected       
    Transactions annually and provide the Board with a letter in respect of   
    each relevant financial year during which the Ongoing Connected           
    Transactions were conducted. The letter is to be addressed to the         
    Directors and a copy of the letter is to be provided by the Company to    
    the Stock Exchange.                                                       
                                                                              
    The letter must state that whether:                                       
                                                                              
    -  the Ongoing Connected Transactions have received the approval of the   
    Board;                                                                    
                                                                              
    -  the Ongoing Connected Transactions have not exceeded the limit as      
    stipulated in (2) above; and                                              
                                                                              
    -  the Ongoing Connected Transactions have been entered into on normal    
    commercial terms or in accordance with the terms of the Investment        
    Management Agreement as supplemented by the Fourth Supplemental           
    Agreement.                                                                
                                                                              
    Where, for whatever reason, the auditors decline to accept the            
    engagement or is unable to provide the letter, the Directors shall        
    contact the Stock Exchange immediately.                                   
                                                                              
    If any terms of the Ongoing Connected Transactions as mentioned above     
    are altered or if the total consideration of the Ongoing Connected        
    Transactions for any of the periods stipulated in Clause 7.03A of the     
    Investment Management Agreement as supplemented by the Fourth             
    Supplemental Agreement exceeds the corresponding New Cap set out in       
    that clause, the Company will have to fully comply with the provisions    
    of Chapter 14A of the Listing Rules governing connected transactions.     
                                                                              
    RELATIONSHIP BETWEEN THE COMPANY AND THE INVESTMENT MANAGER