09:36     SHANGHAI ZENDAI<00755> - Announcement & Resumption (5)              

     Shareholding structure   the Convertible Notes have                      
      upon  full conversion   not been  exercised at all)                     
      Existing shareholding   of the Convertible Notes   upon  the exercise   
    of the   structure as at the date    at  the initial Conversion           
    Option in full at the Exercise   of this announcement  Price of HK$0.24   
    each  Price of HK$0.24 each  Number of  % of issued  Number of  % of      
    issued  Number of  % of issuedShareholder  Shares held  Shares held       
    Shares held  Shares held  Shares held  Shares held    (approximately)     
     (approximately)    (approximately)                                       
                                                                              
    Giant Glory Assets                                                        
      Limited (Note 1)  2,519,480,000  54.50  2,519,480,000  50.83            
    2,519,480,000  50.83Honour Great Holdings                                 
      Limited (Note 2)  496,900,000  10.75  496,900,000  10.03  496,900,000   
     10.03The Funds  4,730,000  0.10  338,063,333  6.82  338,063,333      6.82
    Other public Shareholders  1,601,777,558  34.65  1,601,777,558  32.32     
    1,601,777,558  32.32                                                      
                                                                              
    Total  4,622,887,558  100.00  4,956,220,891  100.00  4,956,220,891  100.00
                                                                              
    Notes:                                                                    
                                                                              
    1.  Giant Glory Assets Limited, a limited liability company               
    incorporated in the British Virgin Islands, is wholly and beneficially    
    owned by Mr. Dai Zhikang, the chairman of the Company and an executive    
    Director.                                                                 
                                                                              
    2.  So far as is known to the Directors, Honour Great Holdings Limited,   
    a limited liability company incorporated in the British Virgin Islands,   
    is wholly and beneficially owned by Ms. Liu Lijuan.                       
                                                                              
    Value Partners or the Funds will not be entitled to nominate any          
    Directors to the board of Directors under the Subscription Agreement or   
    the Convertible Notes.                                                    
                                                                              
    Application for listing                                                   
                                                                              
    Application will be made by the Company to the Stock Exchange for the     
    listing of, and permission to deal in, the Conversion Shares and the      
    Option Shares.                                                            
                                                                              
    Suspension and resumption of trading                                      
                                                                              
    Trading in the Shares on the Stock Exchange was suspended, at the         
    request of the Company, with effect from 9:30 a.m. on Wednesday, 2        
    February 2005 pending the release of this announcement. Application has   
    been made to the Stock Exchange for the resumption of trading in the      
    Shares with effect from 9:30 a.m. on Thursday, 3 February 2005.           
                                                                              
    General                                                                   
                                                                              
    As at the date of announcement, the executive Directors are Mr. Dai       
    Zhikang, Mr. Zhu Nansong, Mr. Zhang Wei, Mr. Zhao Hangsheng and Mr.       
    Tang Jian. The independent non-executive Directors are Mr. Lo Mun Lam,    
    Raymond, Mr. Lai Chik Fan and Mr. Ma Chi Kui, Sandroff.                   
                                                                              
    Made by the order of the board of Directors, the Directors of which       
    individually and jointly accept responsibility for the accuracy of this   
    announcement.                                                             
                                                                              
    Definition                                                                
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context otherwise requires:                          
                                                                              
    "Business Day"  any day (excluding a Saturday and any day on which a      
    tropical cyclone warning no. 8 or above or a "black" rainstorm warning    
    signal is hoisted or remains hoisted in Hong Kong at any time between     
    9:00 a.m. and 12:00 noon and is not lowered or discontinued at or         
    before 12:00 noon) on which licensed banks generally are open for         
    business in Hong Kong                                                     
                                                                              
    "Company"  Shanghai Zendai Property Limited, a company incorporated in    
    Bermuda with limited liability, the Shares of which are currently         
    listed on the Stock Exchange                                              
                                                                              
    "Completion"  completion of the Subscription Agreement, which shall       
    take place on the third Business Days after fulfillment of all the        
    Conditions Precedent                                                      
                                                                              
    "Conditions Precedent"  the conditions precedent for completion of the    
    Subscription Agreement as set out in the section headed "Conditions       
    Precedent"