10:35 GEELY AUTO<00175>-Announcement & Resumption of Trading (2) Connected Transactions will be subject to the requirements of reporting, announcement and approval by the Independent Shareholders at the EGM as set out in Chapter 14A of the Listing Rules. As the Supply Agreement is independent of the Offer, it is not conditional upon the closing of the Offer. Similarly, the Offer is not conditional upon the approval of the Supply Agreement by the Independent Shareholders at the EGM. DESPATCH OF OFFER DOCUMENT AND THE CIRCULAR The composite offer document containing the Offer, the acceptance and transfer forms and, among other things, the advice from the independent board committee of the Company and the advice from the independent financial adviser to the independent board committee is expected to be despatched to the Shareholders and the Optionholder within 21 days from the publication of this announcement. A circular containing the details of the Supply Agreement, the Continuing Connected Transactions and the Proposed Cap, the advice from the independent board committee of the Company and the advice from the independent financial adviser to the independent board committee will be despatched to the Shareholders within 21 days from the publication of this announcement. Proper Glory and its associates will abstain from voting at the resolution to be proposed at the EGM to approve the Supply Agreement and the Proposed Cap. Shareholders of and potential investors in the Company should note that the Offer is a possibility only. Shareholders and potential investors in the Company should therefore exercise extreme caution when dealing in the Shares. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 2:30 p.m. on 6 May 2005 pending the issue of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 11 May 2005. INTRODUCTION 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, for a total cash consideration of HK$153 million. The Offeror holds the remaining 32% interest in the issued share capital of Proper Glory. Proper Glory is the existing controlling Shareholder interested in 2,500 million Shares, representing approximately 60.68% in the issued share capital of the Company. The Share Transfer Agreement is conditional upon: (i) the general offer obligation arising from the sale and purchase of PG shares having been approved by the SFC; (ii) there being no action, omission (including any breaches or non-compliance of the Listing Rules) on the part of the Vendors, Proper Glory and the Company which will result in the Company loosing its listing status on the Stock Exchange or any suspension exceeding 7 consecutive trading days (other than any suspension in connection with the clearance by the Stock Exchange or the SFC of any announcements or circular required to be issued by the Company in connection with the transactions contemplated under the Share Transfer Agreement); (iii) no indication being received that any necessary waivers, consents and approvals (if required) from the relevant governmental or regulatory authorities in Hong Kong, Cayman Islands and the PRC for the implementation of the transaction contemplated under the Share Transfer Agreement not having been obtained; and (iv) the warranties in the Share Transfer Agreement remaining true and accurate in all respects. The Offeror may at any time prior to Completion waive condition (iv) above. The Offeror currently has no intention to waive condition (iv) prior to Completion. If any of the conditions has not been fulfilled (or waived by the Purchaser) on or before 30 June 2005, the Share Transfer Agreement shall terminate. In such an event, the share transfer of the PG Shares will not be effected and no unconditional mandatory general