10:44     SHANGHAI IND H<00363> - Announcement (2)                            

    THE ACQUISITION                                                           
                                                                              
    Date of the Acquisition Agreement                                         
                                                                              
    21st April, 2005                                                          
                                                                              
    Parties                                                                   
                                                                              
    Purchaser: SI United                                                      
                                                                              
    Vendor: Shanghai Medical Group                                            
                                                                              
    Interests to be acquired                                                  
                                                                              
    SI United has agreed to acquire from Shanghai Medical Group               
    40,000,000 shares of RMB1.00 each in the capital of Medical               
    Instruments, representing 40% of the total issued shares of Medical       
    Instruments.                                                              
                                                                              
    Consideration                                                             
                                                                              
    The consideration for the Acquisition amounts to RMB75,800,000            
    (equivalent to approximately HK$71,509,000). The consideration            
    payable by SI United for the Acquisition will be paid in cash to          
    Shanghai Medical Group on the date of completion of the Acquisition       
    Agreement.  Such payment will be made by SI United out of its             
    internal resources.                                                       
                                                                              
    The consideration for the Acquisition was determined after arm's          
    length negotiations between Shanghai Medical Group and SI United          
    by reference to the audited consolidated net asset value of Medical       
    Instruments as at 31st December, 2004 of approximately                    
    RMB185,282,000 (equivalent to approximately HK$174,794,000) which         
    was prepared in accordance with the generally accepted accounting         
    principles in the PRC. The consideration for the Acquisition              
    represents a premium of approximately 2.28% over the corresponding        
    audited consolidated net asset value of Medical Instruments.              
                                                                              
    Acquisition Conditions                                                    
                                                                              
    The Acquisition Agreement will take effect upon fulfillment of,           
    inter alia, the following Acquisition Conditions:                         
                                                                              
    (a)   approval being obtained from Shanghai United Assets and             
    Equity Exchange (a PRC government department) of the completion of        
    the transfer of shares under the Acquisition Agreement;                   
                                                                              
    (b)   approval of the Acquisition Agreement and the transactions          
    contemplated thereunder by the independent shareholders of the            
    Company at a general meeting convened by the Company or, if a waiver      
    is granted by the Stock Exchange to the Company of the requirement        
    to convene a general meeting in respect of the transaction under          
    the Acquisition Agreement, written approval being obtained in             
    respect of the Acquisition Agreement and the transactions                 
    contemplated thereunder from independent shareholders of the              
    Company holding more than 50% of the nominal value of all the Shares      
    giving the right to attend and vote at the general meeting to approve     
    the Acquisition Agreement and the transactions contemplated               
    thereunder, in accordance with the relevant requirement under the         
    Listing Rules;                                                            
                                                                              
    (c)   approval of the Acquisition Agreement by the administration         
    department of foreign investment of the People's Government of            
    Shanghai Municipality (if required); and                                  
                                                                              
    (d)   the obtaining of all other necessary approvals, consents and        
    licences for completion of the Acquisition (if any).                      
                                                                              
    There is no long-stop date for fulfillment of the Acquisition             
    Conditions.                                                               
                                                                              
    Completion                                                                
                                                                              
    After fulfillment of the Acquisition Conditions, SI United and            
    Shanghai Medical Group shall agree on a date for completion of the        
    Acquisition Agreement. On such date of completion, SI United shall        
    pay the consideration of RMB75,800,000 (equivalent to approximately       
    HK$71,509,000) in full to Shanghai Medical Group in cash.                 
                                                                              
    The consideration for the Acquisition has taken into account the          
    rights, benefits and entitlements to distributions and dividends          
    attached to the Acquisition Shares up to 31st December, 2004. If          
    completion of the Acquisition Agreement takes place before 1st July,      
    2005, SI United will be entitled to all such entitlements attached        
    to the Acquisition Shares up to completion of the Acquisition;            
    otherwise the parties to the Acquisition Agreement shall resolve          
    by way of negotiation.