09:18     XIN CORP<01141> - Announcement & Resumption (7)                     

    GENERAL                                                                   
    The Open Offer prospectus containing details of the Open Offer,           
    financial and other information on the Group will be despatched           
    to the Qualifying Shareholders and, for information only, to the          
    Excluded Shareholders. The Application Forms and the Excess               
    Application Forms will also be despatched to the Qualifying               
    Shareholders.                                                             
                                                                              
    TERMS USED IN THIS ANNOUNCEMENT                                           
    In this announcement, the following terms have the following              
    meanings:                                                                 
                                                                              
    "Application Form(s)"   Application form(s) for the Offer Shares          
                                                                              
    "associate(s)"   has the meaning given to it in the Listing Rules         
                                                                              
    "Board"   board of Directors                                              
                                                                              
    "Companies Act"   the Companies Act 1981 of Bermuda                       
                                                                              
    "Companies Ordinance"   the Companies Ordinance (Chapter 32 of            
    the Laws of Hong Kong)                                                    
                                                                              
    "Company"   Xin Corporation Limited, a company incorporated in            
    Bermuda with its shares listed on the Stock Exchange                      
                                                                              
    "Convertible Bonds"   5% convertible bonds of the Company in an           
    aggregate outstanding principal amount of HK$2,166,664, which are         
    repayable in May 2005 or convertible into Shares at a conversion          
    price of HK$0.2432 per Share (subject to adjustment)                      
                                                                              
    "Directors"   directors of the Company                                    
                                                                              
    "Excess Application Form(s)"   excess application form(s) for             
    the Offer Shares                                                          
                                                                              
    "Excluded Shareholders"   those Overseas Shareholders whom the            
    Directors, after making relevant enquiry as required under the            
    Listing Rules, consider their exclusion from the Open Offer to            
    be necessary or expedient on account either of the legal                  
    restrictions under the laws of the relevant place or the                  
    requirements of the relevant regulatory body or stock exchange            
    in that place                                                             
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "HK$"   Hong Kong dollars                                                 
                                                                              
    "Independent Shareholders"   Shareholders other than Vision               
    Century, directors of certain subsidiaries of the Company and             
    their respective associates                                               
                                                                              
    "Listing Rules"   the Rules Governing the Listing of Securities           
    on the Stock Exchange                                                     
                                                                              
    "Offer Share(s)"   the new Share(s) proposed to be offered to the         
    Qualifying Shareholders for subscription pursuant to the Open             
    Offer                                                                     
                                                                              
    "Open Offer"   the proposed issue of the Offer Shares by way of           
    open offer to the Qualifying Shareholders on the terms to be set          
    out in the Prospectus Documents and summarised herein                     
                                                                              
    "Overseas Shareholders"   Shareholders whose addresses on the             
    register of members of the Company are outside Hong Kong on the           
    Record Date                                                               
                                                                              
    "Posting Date"   4th February, 2005 or such other date as the             
    Underwriter may agree in writing with the Company for the date            
    of despatch of the Prospectus Documents                                   
                                                                              
    "Prospectus Documents"   the prospectus for the Open Offer,               
    Application Form and the Excess Application Form                          
                                                                              
    "Qualifying Shareholders"   Shareholders on the register of               
    members of the Company on the Record Date other than the Excluded         
    Shareholders                                                              
                                                                              
    "Record Date"   4th February, 2005, being the date by reference           
    to which entitlements under the Open Offer will be determined             
                                                                              
    "Registrar"   Tengis Limited, the Company's branch share                  
    registrar in Hong Kong                                                    
                                                                              
    "Settlement Date"   the date being the third business day                 
    following the last date for application of and payment for Offer          
    Shares