10:42     SHELL ELECTRIC<00081>-Announcement&Resumption of Trading (3)        

    Yung Ho Wun Ching, Billy K. Yung, Simon Yung Kwok Choi                    
    and the late Dr. Yung Yau (deceased)                                      
                                                                              
    (2)     Directors other than Directors who are part of                    
    the Yung's family                                                         
                                                                              
    Application will be made to the Stock Exchange for                        
    the listing of, and permission to deal in, the                            
    Consideration Shares on the Stock Exchange.                               
                                                                              
    Payment Arrangement                                                       
    The Good Faith Deposit of RMB8,000,000 (equivalent                        
    to approximately HK$7,540,057) was paid by the                            
    Purchaser to the Protector by way of cash prior to                        
    the signing of the Agreement, and it will be returned                     
    to the Purchaser at Completion unless the Purchaser                       
    failed to pay the Deposit to the Vendor or release                        
    the mortgage in accordance with the terms of the                          
    Agreement or otherwise provided for in the Agreement.                     
    Apart from being the escrow agent for the Good Faith                      
    Deposit, the Protector does not have any other                            
    function in the Acquisition.                                              
                                                                              
    The Consideration will be satisfied in the following                      
    manner:                                                                   
                                                                              
    (a)     the Deposit of HK$100,000,000 was paid to the                     
    Vendor prior to 30 April 2005 by way of cash, among                       
    which HK$59,922,010 will be used towards partial                          
    payment of the Sale Shares and the Shareholder's Loan                     
    at Completion and HK$40,077,990 will be used towards                      
    partial repayment of the Other Liabilities at                             
    Completion;                                                               
                                                                              
    (b)     (i)     on the basis that the Listing Approval                    
    will be obtained prior to Completion, the                                 
    Consideration Shares will be issued at the Issue Price                    
    to the Vendor (or its nominee) at Completion as                           
    partial payment for the Sale Shares and the                               
    Shareholder's Loan at Completion. Such number of                          
    Consideration Shares as shall represent                                   
    HK$50,000,000 calculated based on the Issue Price                         
    will be deposited with the Escrow Agent at Completion                     
    as the Retention Fund; or                                                 
                                                                              
    (ii)    if the Listing Approval is not obtained prior                     
    to Completion, no Consideration Shares will be issued                     
    and instead the Purchaser will pay a sum of                               
    HK$15,250,000 in cash to the Vendor at Completion as                      
    partial payment for the Sale Shares and the                               
    Shareholder's Loan. The remaining HK$50,000,000 will                      
    be deposited with the Escrow Agent as the Retention                       
    Fund;                                                                     
                                                                              
    (c)     an amount of HK$339,933,800 will be paid to the                   
    Vendor by way of cash on Completion for the settlement                    
    of the remaining amount of the Other Liabilities; and                     
                                                                              
    (d)     the Retention Fund, together with any interest,                   
    will be released to the Vendor on the earlier of 30                       
    April 2006 or the 15th Business Day of the Purchaser's                    
    receipt of the audited accounts of Tigerlily and its                      
    subsidiaries for the year ending 31 December 2005,                        
    subject to any deduction or withholding arising from                      
    claims or disputed claims between the Vendor and the                      
    Purchaser.                                                                
                                                                              
    The Acquisition will be financed as to approximately                      
    HK$350 million by bank loans, HK$90 million from                          
    internal resources of the Group and, on the basis that                    
    the Listing Approval can be obtained prior to                             
    Completion, HK$65 million by way of issue of the                          
    Consideration Shares. As of the date of this                              
    announcement, the Group's balance of cash