10:46 SHANGHAI IND H<00363> - Announcement (7) "Acquisition Conditions" the conditions which must be fulfilled before the Acquisition Agreement takes effect "Acquisition Shares" 40,000,000 shares of RMB1.00 each in the capital of Medical Instruments to be acquired under the Acquisition "Associate(s)" has the meaning ascribed to it under the Listing Rules "Company" Shanghai Industrial Holdings Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the Stock Exchange "Directors" directors of the Company "Disposal Agreement" the agreement between Shanghai Medical Group and SI Pharmaceutical in relation to the sale and purchase of the Equity Interest dated 21st April, 2005 "Disposal" the proposed disposal of the Equity Interest by SI Pharmaceutical pursuant to the Disposal Agreement "Disposal Conditions" the conditions which must be fulfilled before the Disposal Agreement takes effect "Equity Interest" an amount of RMB175,680,000 in the registered capital of Sunve Pharmaceutical to be disposed of under the Disposal "Group" the Company and its subsidiaries "HK$" or "HK dollars" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Board Committee" An independent committee of the board of Directors comprising Dr. Lo Ka Shui, Prof. Woo Chia-Wei and Mr. Leung Pak To, Francis "Independent Third Parties" parties independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries and their respective associates "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Medical Instruments" (Shanghai Medical Instruments Co., Ltd.), a joint stock limited liability company established under the laws of the PRC in which SI United holds a 59% shareholding; Shanghai Medical Group holds a 40% shareholding and two Independent Third Parties together hold 1% shareholding "PRC" the People's Republic of China (for the purposes of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan) "RMB" Renminbi, the lawful currency of the PRC "Shanghai Medical Group" (Shanghai Medical Group Co., Ltd.*), a limited liability company established under the laws of the PRC "Shanghai Medical I&E" (Shanghai Medical I&E Co.*), a limited liability company established under the laws of the PRC "Shanghai Sunve" (Shanghai Sunve Co., Ltd.*), a company established under the laws of the PRC "Shareholder(s)" holder(s) of the share(s) in the capital of the Company "SI Pharmaceutical" S.I. Pharmaceutical Holdings Ltd., a limited liability company established under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company "SI United" (Shanghai Industrial United Holdings Co., Ltd.), a joint stock limited liability company established under the laws of the PRC which is a subsidiary of the Company listed on A Shares Market of the Shanghai Stock Exchange (stock code 600607) "Stock Exchange" The Stock Exchange of Hong Kong Limited "Sunve Pharmaceutical" (Shanghai Sunve Pharmaceutical Co., Ltd.), a sino-foreign equity joint venture limited liability company established under the laws of PRC and owned by SI Pharmaceutical as to 48%, by Shanghai Sunve as to 49% and by Shanghai Medical I&E as to 3%