09:53     SHIMAO CHINA<00649> - Announcement & Resumption (1)                 

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    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
    SHIMAO CHINA HOLDINGS LIMITED                                             
    *                                                                         
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 649)                                                         
                                                                              
    ACQUISITION OF THE SUIFENHE SHIMAO DEVELOPMENT                            
    PROJECT                                                                   
                                                                              
    MAJOR AND CONNECTED TRANSACTION                                           
    AND                                                                       
    ISSUE OF CONVERTIBLE NOTE                                                 
                                                                              
    Financial adviser to the Company                                          
                                                                              
    *                                                                         
    Partners Capital International Limited                                    
                                                                              
    The Board announces that it has entered into the S&P                      
    Agreement to acquire the Suifenhe Shimao Development                      
    Project from the Vendor, subject to, amongst other                        
    things, independent shareholders' approval. The                           
    Suifenhe Shimao Development Project is located in a                       
    region designated for the development of cross-border                     
    commerce and tourism between the PRC and Russia and                       
    is planned to include a mixture of residential,                           
    commercial and retail space and warehousing and                           
    logistics facilities. Pursuant to the S&P Agreement,                      
    the Company agreed to acquire the entire issued share                     
    capital of Value Ahead, which owns 100% of Suifenhe                       
    Shimao, for the Share Consideration and the                               
    outstanding loan due by Value Ahead to the Vendor as                      
    at the Completion Date for the Loan Consideration.                        
    Under the S&P Agreement, the Share Consideration is                       
    HK$301,609,000 and the Loan Consideration is                              
    HK$194,611,000, being the outstanding amount of loan                      
    due from Value Ahead to the Vendor as at the date of                      
    the S&P Agreement. The Consideration, being the                           
    aggregate of the Share Consideration and the Loan                         
    Consideration, payable by the Company to the Vendor                       
    for the Acquisition will be HK$496,220,000.                               
                                                                              
    The consideration for the Acquisition shall be                            
    satisfied by way of issuance of the Convertible Note                      
    and the Promissory Note. The 185,185,185 Conversion                       
    Shares to be issued upon the full exercise of the                         
    Convertible Note represent approximately 22.38% of                        
    the existing issued share capital of the Company and                      
    approximately 18.28% of its issued share capital as                       
    enlarged by the issue of the Conversion Shares. The                       
    initial conversion price of HK$1.35 per Share                             
    represents a premium of approximately 15.38% over the                     
    closing price of HK$1.17 per Share as quoted on the                       
    Stock Exchange on 18 February 2005, being the last                        
    trading day before the date of the S&P Agreement, and                     
    a premium of approximately 21.29% over the average                        
    closing price of HK$1.113 per Share as quoted on the                      
    Stock Exchange for the last 10 trading days up to and                     
    including 18 February 2005. Based on the closing price                    
    of HK$1.17 per Share as quoted on the Stock Exchange                      
    on 18 February 2005, being the last trading day before                    
    the date of the S&P Agreement, the market value of                        
    the 185,185,185 Conversion Shares amounted to                             
    approximately HK$216,666,666.                                             
                                                                              
    The Acquisition constitutes a major transaction for