10:46     SHELL ELECTRIC<00081>-Announcement&Resumption of Trading(10)        

    "Longstop Date" 15 June 2005 (or other date as agreed                     
    by the Purchaser and the Vendor)                                          
                                                                              
    "Option"        an option to acquire the Option Shares                    
                                                                              
    "Option Shares" 1,250 ordinary shares of US$1.00                          
    each in the share capital of Tigerlily                                    
                                                                              
    "Other Liabilities"     other loans in the amount of                      
    RMB403,192,500 (equivalent to approximately                               
    HK$380,011,790) in Tigerlily                                              
                                                                              
    "PRC"   the People's Republic of China                                    
                                                                              
    "Protector"     an individual who is an independent third                 
    party appointed by the Purchaser and the Vendor                           
                                                                              
    "Purchaser"     SMC Real Estate Fund Limited, a company                   
    incorporated in Hong Kong with limited liability and                      
    a wholly owned subsidiary of the Company                                  
                                                                              
    "Qualifying IPO"        initial public offering of the                    
    shares of Tigerlily (or any shares of a holding                           
    company incorporated to hold the shares of Tigerlily                      
    for the purpose of such initial public offering) on                       
    any stock or securities exchange(s)                                       
                                                                              
    "Retention Fund"        Shares to be issued (or the                       
    equivalent proceeds from their sale) for the value                        
    of HK$50,000,000 by reference to the Issue Price or                       
    HK$50,000,000 in cash                                                     
                                                                              
    "Sale Shares"   50,000 ordinary shares of US$1.00 each                    
    in the share capital of Tigerlily to be acquired by                       
    the Purchaser pursuant to the Agreement                                   
                                                                              
    "Share(s)"      ordinary share(s) of HK$0.50 each in the                  
    Company                                                                   
                                                                              
    "Shareholder(s)"        holder(s) of Shares                               
                                                                              
    "Shareholder's Loan"    shareholder's loan due from                       
    Tigerlily to the Vendor in the amount of                                  
    RMB134,397,500 (equivalent to approximately                               
    HK$126,670,597)                                                           
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong                   
    Limited                                                                   
                                                                              
    "Tigerlily"     Tigerlily Overseas Limited, a company                     
    incorporated in the British Virgin Islands, the                           
    entire issued share capital of which is owned by the                      
    Vendor prior to the Acquisition                                           
                                                                              
    "USA"   United States of America                                          
                                                                              
    "Valuation Reports"     the valuation reports issued by                   
    Messrs. Knight Frank, an independent firm of                              
    professional valuers, on an open market existing use                      
    basis, on the assets of Tigerlily and its subsidiaries                    
    as at 31 March 2005                                                       
                                                                              
    "Vendor"        Assetbloom Holdings Limited, a company                    
    incorporated in the British Virgin Islands                                
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency for the                    
    time being of Hong Kong                                                   
                                                                              
    "RMB"   Renminbi, the lawful currency for the time being                  
    of the PRC                                                                
                                                                              
    "US$"   United States dollars, the lawful currency for                    
    the time being of the USA