09:54     SHIMAO CHINA<00649> - Announcement & Resumption (5)                 

    terminate and none of the parties shall have any claim                    
    against the other for costs, damages, compensation                        
    or otherwise save in respect of any prior breach of                       
    the S&P Agreement. In the event that the above                            
    conditions (a) and/or (c) are waived, further                             
    announcement with details on reasons for such waiver                      
    will be made by the Company.                                              
                                                                              
    Completion                                                                
    Completion shall take place within five business day                      
    following the date on which all the conditions of the                     
    S&P Agreement shall have been fulfilled and/or waived,                    
    which is expected to be on or before 30 June 2005,                        
    or such other date as shall be agreed between the                         
    Vendor and the Company.                                                   
                                                                              
    SHAREHOLDING STRUCTURE                                                    
    The following table sets out the existing                                 
    shareholding structure of the Company and the                             
    shareholding structure upon full conversion, if any,                      
    of the Convertible Note:                                                  
                                                                              
    Shareholding structure upon full                                          
    Existing shareholding structure conversion of the                         
    Convertible Note                                                          
    No. of          Approximate             No. of          Approximate       
    Shares          percentage              Shares          percentage        
                                                                              
    The Controlling                                                           
      Shareholder (Note 1)  618,571,397             74.74                     
            618,571,397             61.08                                     
    The Vendor (Note 2)     -               -               185,185,185       
         18.28                                                                
    Public  209,068,489             25.26           209,068,489               
    20.64                                                                     
                                                                              
    Total   827,639,886             100.00          1,012,825,071             
            100.00                                                            
                                                                              
    Notes:                                                                    
                                                                              
    1.      The Controlling Shareholder, Perfect Zone                         
    International Limited, is a company incorporated in                       
    the BVI with limited liability and wholly owned by                        
    Overseas Investment Group International Limited as                        
    trustee of an unit trust, all the units of which are                      
    held by Trident Corporate Services (B.V.I.) Limited                       
    as trustee of The WM Hui Family Trust, a discretionary                    
    trust set up by Mr. Hui for the benefit of his wife                       
    and children, being the major Shareholder interested                      
    in approximately 74.74% of the issued share capital                       
    of the Company as at the date of this announcement.                       
                                                                              
    2.      The Vendor, Dynamic Keen Developments Limited, is                 
    a company incorporated in BVI with limited liability                      
    and wholly owned by Mr. Hui.                                              
                                                                              
    Pursuant to the S&P Agreement, the Vendor agrees not                      
    to, and Mr. Hui agrees to procure the Vendor not to,                      
    exercise the conversion rights attaching to the                           
    Convertible Note to the extent that such exercise                         
    would result in the public float of the Shares to fall                    
    below the limit prescribed under the Listing Rules                        
    from time to time. The Stock Exchange has also                            
    indicated that no approval will be given for any                          
    Conversion Shares if the issue of the Conversion                          
    Shares will result in the breach of Rule 8.05 of the                      
    Listing Rules.                                                            
                                                                              
    INFORMATION ON VALUE AHEAD AND SUIFENHE SHIMAO                            
    Value Ahead was incorporated in the BVI on 5 July 2001                    
    and is wholly owned by the Vendor. The primary asset                      
    of Value Ahead is its 100% interest in Suifenhe Shimao.                   
    Suifenhe Shimao, which was established on