10:35     GEELY AUTO<00175>-Announcement & Resumption of Trading (3)          

    offer obligations will be triggered by the Offeror.                       
                                                                              
    It is expected that Completion of the Share Transfer Agreement will take  
    place on or before 20 May 2005 or such other later time as may be agreed  
    by the parties to the Share Transfer Agreement in writing.                
                                                                              
    Following Completion, the Vendors will not have any interests in the      
    issued share capital of the Company.                                      
                                                                              
    The consideration of HK$153.0 million payable under the Share Transfer    
    Agreement was arrived at after arm's length negotiation amongst the       
    Offeror and the Vendors. Based on the total consideration paid by the     
    Offeror under the Share Transfer Agreement, the implied consideration     
    paid by the Offeror for the 1,700 million Shares held by Proper Glory is  
    equivalent to approximately HK$0.09 per Share.                            
                                                                              
    Save for the Share Transfer Agreement, neither the Offeror nor any        
    parties acting in concert with it has dealt in any Shares or any other    
    securities convertible into Shares, including warrants, options or        
    subscription rights, during the six months prior to the date of this      
    announcement.                                                             
                                                                              
    POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER                               
                                                                              
    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            
    interested in 2,500 million Shares, representing approximately 60.68% of  
    the existing issued share capital of the Company. Following and subject   
    to 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. Under Rule 26 of the        
    Takeovers Code, the Offeror will be obliged to make an mandatory          
    unconditional cash offer for all the Shares not already owned by the      
    Offeror or parties acting in concert with it.                             
                                                                              
    The shareholding structure of the Company before and after Completion     
    but before the commencement of the Offer (assuming that the Options has   
    not been exercised) is as follows:                                        
                                                                              
    Before                                                                    
    Venture Link                                                              
    8.0%                                                                      
    Fortune Door                                                              
    28.0%                                                                     
    Mr He                                                                     
    32.0%                                                                     
    The Offeror                                                               
    32.0%                                                                     
    Proper Glory                                                              
    60.68%                                                                    
    The Company                                                               
    Public                                                                    
    39.32%                                                                    
                                                                              
    After                                                                     
    The Offeror                                                               
    100%                                                                      
    Proper Glory                                                              
    60.68%                                                                    
    The Company                                                               
    Public                                                                    
    39.32%                                                                    
                                                                              
    TERMS OF THE POSSIBLE OFFER                                               
                                                                              
    Subject to Completion, G.K. Goh Securities (H.K.) Limited will, on        
    behalf of the Offeror, make the mandatory unconditional cash offer which  
    will be subject to the conditions and terms set out in this announcement  
    and to be set out in the Offer Document when issued, on the following     
    basis:                                                                    
                                                                              
    For each Share         HK$0.09 in cash                                    
                                                                              
    Under the Offer, the Shares will be acquired free from all encumbrances   
    and together with all rights and benefits, including all rights to any    
    dividend or other distribution declared, made or paid after the date of   
    acceptance.                                                               
                                                                              
    The Possible Offer                                                        
                                                                              
    The Share Offer Price is equivalent to the implied price per Share paid   
    by the Offeror under the Share Transfer Agreement, which represents:      
                                                                              
    (a)        a discount of approximately 80.4% to the closing price of      
    Shares on the Stock Exchange of HK$0.460 per Share, being the last price