10:45 SHANGHAI IND H<00363> - Announcement (4) Each of the parties to the Disposal Agreement has agreed to use its best endeavours to procure that the Disposal Conditions are fulfilled on or before 30th June, 2005 or such other date as the parties may agree in writing. Subject to fulfillment of the Disposal Conditions, it is expected that completion of the Disposal Agreement will take place by 30th June, 2005. The Disposal Agreement is conditional upon, among others, fulfillment of the Acquisition Conditions, while the Acquisition Agreement is not conditional upon the Disposal Conditions. Completion After fulfillment of the Disposal Conditions, SI Pharmaceutical and Shanghai Medical Group shall agree on a date for completion of the Disposal Agreement. Completion of the Disposal Agreement shall take place at the same time as the completion of the Acquisition Agreement. On such date of completion, Shanghai Medical Group shall pay the consideration of RMB155,800,000 (equivalent to approximately HK$146,981,000). The consideration for the Disposal has taken into account the rights, benefits and entitlements to distributions and dividends attached to the Equity Interest up to 31st December, 2004. If completion of the Disposal Agreement takes place before 1st July, 2005, Shanghai Medical Group will be entitled to such entitlements attached to the Equity Interest up to completion of the Disposal; otherwise the parties to the Disposal Agreement shall resolve by way of negotiation. After completion of the Disposal, the Group will cease to have any equity interest in Sunve Pharmaceutical. INFORMATION ON MEDICAL INSTRUMENTS Medical Instruments is principally engaged in the design, development, manufacturing and distribution of medical apparatus including emergency room, operating room and dental equipment. Share capital Medical Instruments has a total issued share capital of RMB100,000,000 divided into 100,000,000 shares of RMB1.00 each. The total issued shares in Medical Instruments are held by the following shareholders before completion of the Acquisition in the following manner: Name of shareholder No. of shares held Percentage Shareholding Shanghai Medical Group 40,000,000 40% SI United and its subsidiary 59,000,000 59% Ding Wen Xiang* 500,000 0.5% Shanghai Jin Bin Industrial Company* 500,000 0.5% The shareholding structure of Medical Instruments immediately after completion of the Acquisition will be as follows: Name of shareholder No. of shares held Percentage Shareholding SI United and its subsidiary 99,000,000 99% Ding Wen Xiang* 500,000 0.5% Shanghai Jin Bin Industrial Company* 500,000 0.5% Financial information The audited consolidated profit before taxation and minority interests and the audited consolidated profit after taxation and minority interests of Medical Instruments for the two years ended 31st December, 2004, which were prepared in accordance with the general accepted accounting principles in the PRC, were as follows: Year ended 31st December, 2004 2003 RMB'000 RMB'000 Profit before taxation and minority interests 22,529 20,635 Profit after taxation and minority interests 18,124 17,234 The audited consolidated net asset value and the total asset value of Medical Instruments as at 31st December, 2004 amounted to approximately RMB185,282,000 (equivalent to approximately HK$174,794,000) and approximately RMB476,063,000 (equivalent to approximately HK$449,116,000 respectively.