09:16 GEELY AUTO<00175> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GEELY GROUP LIMITED GEELY AUTOMOBILE HOLDINGS LIMITED (incorporated in the British Virgin (incorporated in the Cayman Islands with limited liability) Islands with limited liability) (Stock code: 175) JOINT ANNOUNCEMENT UNCONDITIONAL MANDATORY GENERAL OFFER TO BE MADE BY G.K. GOH SECURITIES (H.K.) LIMITED ON BEHALF OF GEELY GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN GEELY AUTOMOBILE HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY BENEFICIALLY OWNED OR AGREED TO BE ACQUIRED BY GEELY GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT), CONTINUING CONNECTED TRANSACTIONS, AND APPOINTMENT OF JOINT INDEPENDENT FINANCIAL ADVISERS Financial adviser to Geely Group Limited G.K. GOH SECURITIES (H.K.) LIMITED The Board wishes to announce that the Share Transfer Agreement was completed on 19 May 2005. As a result, the Offer has becoming unconditional in all respects on 19 May 2005. The beneficial shareholding interests in the Company of the Offeror and parties acting in concert with it collectively has increased to approximately 60.68%, and is therefore obliged under Rule 26 of the Takeovers Code to make an unconditional mandatory cash offer to acquire all the issued Shares other than those already owned by the Offeror or parties acting in concert with it. It is expected that the composite offer document containing, among other things, the terms of the Offer, the opinions of the independent board committee of the Company and the advice from the joint independent financial advisers in relation to the Offer will be despatched to the Shareholders on or before 31 May 2005. The Board is also pleased to announce the appointment of Tai Fook Capital Limited and BCOM Securities Company Limited as the joint independent financial advisers to the independent board committee of the Company and the Independent Shareholders in relation to the Offer. Reference is made to the announcement dated 10 May 2005 (the "Announcement") jointly issued by the Company and the Offeror regarding the Offer. Defined terms and expressions used herein shall have the same meanings as those in the Announcement unless otherwise stated. COMPLETION OF THE SHARE TRANSFER AGREEMENT The Share Transfer Agreement was completed on 19 May 2005. As a result, the Offer has becoming unconditional in all respects on 19 May 2005. The beneficial shareholding interests in the Company of the Offeror and parties acting in concert with it collectively has increased to approximately 60.68%, and is therefore obliged under Rule 26 of the Takeovers Code to make an unconditional mandatory cash offer to acquire all the issued Shares other than those already owned by the Offeror or parties acting in concert with it. G.K. Goh Securities (H.K.) Limited will, on behalf of the Offeror, make the Offer to acquire all the Offer Shares in issue not already owned by the Offeror or parties acting in concert with it. Details of the terms of the Offer will be set out in the composite offer document to be issued by the Company and the Offeror and the accompanying form of acceptance and transfer, which will be despatched to the Shareholders on or before 31 May 2005. The composite offer document to be issued by the Company and the Offeror will also contain, among other things, the opinions of the independent board committee and the advice from Tai Fook Capital Limited and BCOM Securities Company Limited, the joint independent financial advisers in relation to the Offer.