10:43 SHELL ELECTRIC<00081>-Announcement&Resumption of Trading (4) at bank amounts to approximately HK$350 million. To the best knowledge and belief of the Directors, apart from the Consideration Shares, the Vendor does not have any interest in rights or options convertible into Shares. Conditions precedent Completion is conditional upon satisfaction of the following conditions: (a) the Purchaser having obtained a legal opinion issued by the PRC legal advisers to the Vendor confirming the legality and validity of the holding by Jodrell of 70% interest in EB Real Estate; (b) the Purchaser having obtained a legal opinion issued by the BVI legal advisers to the Vendor confirming, among other matters, the due incorporation and valid existence of each of Tigerlily and Jodrell; (c) Tigerlily having entered into a supplemental shareholders agreement with the other shareholder of Jodrell; (d) Jodrell having adopted its restated and amended memorandum and articles of association; (e) the Purchaser having received the audited consolidated financial statements of Tigerlily and its subsidiaries for the three years ended 31 December 2004 prepared in accordance with the accounting principles generally accepted in Hong Kong and comply with accounting standards issued by the Hong Kong Institute of Certified Public Accountants and there having been no material deviation between such financial statements and the audited consolidated financial statements of the EB Real Estate for the year ended 31 December 2004 prepared in accordance with the accounting principles generally accepted in the PRC; (f) the obtaining of Shareholders' approval of the Acquisition in accordance with the requirements under the Listing Rules; and (g) there having been no material breach of warranties. Apart from (f) above, if any of the conditions precedent is not fulfilled or waived on or before the Longstop Date, the Agreement will be terminated and the Good Faith Deposit and the Deposit will be refunded to the Purchaser without interest. If the Shareholders' approval referred to in (f) above is not obtained as result of the Shareholders holding in aggregate of 51% or more of the Company's present issued share capital not voting in favour of the resolution approving the Acquisition, the Vendor will be entitled to terminate the Agreement and forfeit the Good Faith Deposit and the Deposit. Completion Subject to the fulfillment or waiver of the conditions precedent above, Completion will take place on the Business Day following the fulfillment (or if applicable, waiver) of all the above conditions precedent or such other date to be mutually agreed by the parties. If Completion does not take place due to any default by the Vendor, the Vendor shall, in addition to the refund of the Good Faith Deposit and the Deposit, pay to the Purchaser an amount of HK$100,000,000