10:34 GEELY AUTO<00175>-Announcement & Resumption of Trading (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GEELY GROUP LIMITED GEELY AUTOMOBILE HOLDINGS LIMITED (incorporated in the British Virgin Islands with limited liability) (incorporated in Cayman Islands with limited liability) (Stock code: 175) JOINT ANNOUNCEMENT POSSIBLE UNCONDITIONAL MANDATORY GENERAL OFFER TO BE MADE BY G.K. GOH SECURITIES (H.K.) LIMITED ON BEHALF OF GEELY GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN GEELY AUTOMOBILE HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY BENEFICIALLY OWNED OR AGREED TO BE ACQUIRED BY GEELY GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT), AND CONTINUING CONNECTED TRANSACTIONS Financial adviser to Geely Group Limited G.K. Goh Securities (H.K.) Limited THE POSSIBLE OFFER Reference is made to the announcements made by the Company dated 11 January 2005, 7 February 2005, 3 March 2005 and 8 April 2005 relating to the Share Transfer Agreement and the Share Offer. The Company was notified by the Vendors on 6 May 2005 that they have entered into the Share Transfer Agreement with the Offeror on the same date to dispose to the Offeror 68 PG Shares, representing their entire interest of 68% of the issued share capital of Proper Glory. It is expected that Completion of the Share Transfer Agreement will take place on or before 20 May 2005 or such other date as may be agreed by the parties in writing. As at the date of this announcement, the Offeror was interested in 32% of the issued share capital of Proper Glory, which in turn was beneficially interested in 2,500 million Shares, representing approximately 60.68% of the existing issued share capital of the Company. Upon Completion, the Offeror and parties acting in concert with it will be interested in 2,500 million Shares, representing approximately 60.68% of existing issued share capital of the Company, and under Rule 26 of the Takeovers Code, the Offeror will be obliged to make a mandatory cash offer for all the Shares not already owned by the Offeror or parties acting in concert with it. Following and subject to Completion, G.K. Goh Securities (H.K.) Limited will, on behalf of the Offeror, make a mandatory cash offer on the terms and subject to the conditions referred to in this announcement and to be set out in the Offer Document to acquire all the issued Shares not already owned by the Offeror or parties acting in concert with it at HK$0.09 per Share. The terms of the Offer are set out under the section headed "Possible Cash Offer" below. CONTINUING CONNECTED TRANSACTIONS Fulin Guorun, a 51% owned subsidiary of the Company, has been in its usual and ordinary course of business, selling automobile parts and components on normal commercial terms to an associated company of the Company Zhejiang Geely JV. Zhejiang Geely JV is ultimately beneficially owned by Mr. Li and his associates. Fulin Guorun is principally engaged in the manufacturing and trading of automobile parts and components in the PRC. Upon Completion, Mr. Li will become the ultimate controlling Shareholder, and thus a connected person of the Company. The transactions between Fulin Guorun and Zhejiang Geely JV constitute continuing connected transactions for the Company. The Supply Agreement was entered into by Fulin Guorun with Zhejiang Geely JV to govern the terms of the Continuing Connected Transactions for the period from the date of approval of the Supply Agreement by the Independent Shareholders at the EGM to 31 December 2007. As the amount of the Continuing Connected Transactions on annual basis is expected to exceed the 2.5% threshold stated in Rule 14A.34 of the Listing Rules, the Continuing