10:36 GEELY AUTO<00175>-Announcement & Resumption of Trading (4) traded immediately prior to the suspension of trading in Shares on 6 May 2005; (b) a discount approximately 80.3% to the average closing price of Shares on the Stock Exchange of HK$0.458 per Share for the 10 trading days up to and including the last trading day immediately prior to the suspension of trading in Shares on 6 May 2005; and (c) a discount of approximately 43.4% to the audited consolidated net tangible asset value per Share of approximately HK$0.159 as at 31 December 2004 (based on the Group's audited consolidated net asset value of approximately HK$653.4 million as at 31 December 2004 and 4,120,264,902 Shares in issue. During the six-month period preceding the date of this announcement, the highest closing price of Shares on the Stock Exchange was HK$0.53 (on 23 February 2005 and 24 February 2005) and the lowest closing price of Shares on the Stock Exchange was HK$0.36 per Share (on 30 December 2004, 5 January 2005 and 6 January 2005). As at the date of this announcement, the Company has 35 million outstanding Options, which was granted to the Option holder, and if exercised in full would result in the issue of additional 35 million Shares (representing 0.85% of the issued share capital of the Company as enlarged by such exercise in full of such outstanding Options). The exercise period of the Options is from 23 February 2004 to 22 February 2009. The Offeror has received the irrevocable undertaking given by the Optionholder that he will not exercise the Options and will not accept any offer in relation to the Options. On this basis, no offer will be made to the Optionholder for the cancellation of the Options. As at the date of this announcement, save for the irrevocable undertaking received from the Optionholder, the Offeror or person acting in concert with it has not received any other irrevocable commitment to accept the Offer. As at the date of this announcement, save for the Options referred to above, the Company has no other convertible securities, options, derivatives or warrants outstanding and has not entered into any agreement for the issue of any convertible securities, options, warrants or derivatives of the Company. Total consideration for the Offer Based on the total number of 4,120,264,902 Shares in issue as at the date of this announcement, the Share Offer values the Company at approximately HK$370.8 million. Such valuation has been determined after arm's length negotiations between the Offeror and the Vendors. Pursuant to a loan agreement entered into between the Vendors and the Offeror dated 6 May 2005, the Vendors have agreed to provide a loan of up to HK$153.0 million to the Offeror for the sole purpose of making the Offer, and the Vendors have also agreed not to withdraw such loan during the Offer period. On this basis, G.K. Goh Securities (H.K.) Limited is satisfied that sufficient financial resources are available to the Offeror to meet full acceptance of the Offer. Terms Acceptance of the Offer by any Shareholder will be deemed to constitute a warranty by such person that all Shares sold by such person under the Offer are free from all liens, charges, options, claims, equities, adverse interests, third-party rights or encumbrances whatsoever and together with all rights accruing or attaching thereto, including, without limitation, the right to receive dividends and distributions declared, made or paid, if any, on or after the date of acceptance. The making of the Offer to persons with a registered address in jurisdictions outside Hong Kong may be affected by the applicable laws of the relevant jurisdictions. Shareholders who are citizens or residents or nationals of jurisdictions outside Hong Kong should inform themselves about and observe any applicable legal requirements in their own jurisdictions. Stamp duty The Offeror will pay the seller's ad valorem stamp duty arising in connection with the acceptances of the Share Offer amounting to HK$1.00 for every HK$1,000 or part thereof of the consideration which the accepting Shareholdings will become liable to pay and will be deducted from the proceeds due to such accepting Shareholders under the Share Offer. INFORMATION ON THE COMPANY