10:45 SHELL ELECTRIC<00081>-Announcement&Resumption of Trading (9) "Agreement" the sale and purchase agreement dated 29 April 2005 entered into between the Purchaser and the Vendor "associate(s)" has the meaning ascribed to it under the Listing Rules "Board" the board of Directors "Business Day" a day other than a Saturday, Sunday or public holiday in Hong Kong "Company" Shell Electric Mfg. (Holdings) Company Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange "Completion" completion of the sale and purchase of the Sale Shares in accordance with the Agreement "Completion Date" the next Business Day after the Longstop Date "connected person(s)" has the meaning ascribed to it under the Listing Rules "Consideration" the aggregate consideration for the Acquisition in the amount of HK$505,183,800 "Consideration Shares" 43,500,000 Shares, being Shares to be issued for the value of HK$65,250,000 calculated by reference to the Issue Price "Deed" the deed of mortgage date 29 April 2005 entered into between the Vendor and the Purchaser "Deposit" a sum of HK$100,000,000 paid to the Vendor prior to 30 April 2005 "Directors" the directors of the Company "Equitas" Equitas Capital Limited "Escrow Agent" the escrow agent to be appointed by the Purchaser and the Vendor "EB Real Estate" China EverBright Real Estate Development Company, a sino-foreign equity joint venture established in the PRC, which is owned by Jodrell and China EverBright (Group) Company as to 70% and 30% respectively "Jodrell" Jodrell Investments Limited, a company incorporated in the British Virgin Island, which is owned by Tigerlily and an independent third party as to 80% and 20% respectively "Good Faith Deposit" a sum of RMB8,000,000 (equivalent to approximately HK$7,540,057) paid by the Purchaser to the Protector prior to the signing of the Agreement "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Issue Price" HK$1.50 per Share "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Listing Approval" approval by the Stock Exchange for the listing of and permission to deal in the Consideration Shares