10:42     SHELL ELECTRIC<00081>-Announcement&Resumption of Trading (2)        

    of the Group and connected persons of the Company.                        
                                                                              
    Acquisition                                                               
    The Purchaser has conditionally agreed to, among                          
    other matters, (i) acquire from the Vendor the Sale                       
    Shares, being the entire issued share capital of                          
    Tigerlily, and the Shareholder's Loan, and (ii)                           
    assume the Other Liabilities, at an aggregate                             
    consideration of HK$505,183,800.                                          
                                                                              
    Consideration                                                             
    Pursuant to the Agreement, the Purchaser will pay a                       
    sum of HK$125,172,010 for the acquisition of the Sale                     
    Shares and the Shareholder's Loan due from Tigerlily                      
    to the Vendor and will satisfy the Other Liabilities                      
    amounting to HK$380,011,790. The Consideration is                         
    determined by reference to the arm's length                               
    negotiations between the Vendor and the Purchaser                         
    with reference to the Valuation Reports.                                  
                                                                              
    The Consideration will be satisfied by the Purchaser                      
    as to:                                                                    
                                                                              
    (a)     HK$439,933,800 by way of cash; and                                
                                                                              
    (b)     (i)     HK$65,250,000 by procuring the Company to                 
    issue to the Vendor (or its nominee) at Completion                        
    43,500,000 Consideration Shares at the Issue Price;                       
    or                                                                        
                                                                              
    (ii)    if the Listing Approval is not obtained prior                     
    to Completion, HK$65,250,000 by way of cash.                              
                                                                              
    The Consideration represents a discount of 11% to the                     
    appraised net asset value of Tigerlily and its                            
    subsidiaries of approximately RMB599 million                              
    (equivalent to approximately HK$565 million) based                        
    on the book value as shown in the unaudited management                    
    account of Tigerlily and its subsidiaries for the                         
    three months ended 31 March 2005 prepared by the                          
    Vendor in accordance with the PRC generally accepted                      
    accounting principles and by reference to the                             
    Valuation Reports prepared by Messrs. Knight Frank,                       
    an independent firm of professional valuers.                              
                                                                              
    The table below illustrates the shareholding                              
    structure of the Company immediately before and after                     
    the issue and allotment of the Consideration Shares:                      
                                                                              
    Number of Shares held and       Number of Shares held                     
    and                                                                       
    approximate percentage of       approximate percentage                    
    of                                                                        
    shareholding immediately        shareholding immediately                  
    before the issue and allotment  after the issue and                       
    allotment                                                                 
    Shareholder     of the Consideration Shares     of the                    
    Consideration Shares                                                      
                                                                              
    Yung's family (Note 1)  280,055,126     (62.53%)                          
            280,055,126     (57%)                                             
    Directors (Note 2)      3,844,982       (0.86%) 3,844,982                 
            (0.78%)                                                           
    Public  163,992,248     (36.61%)        163,992,248     (33.37%)          
    Vendor          -       43,500,000      (8.85%)                           
                                                                              
    447,892,356     (100%)  491,392,356     (100%)                            
                                                                              
    Notes:                                                                    
                                                                              
    (1)     Members of the Yung's family include Madam