09:54     SHIMAO CHINA<00649> - Announcement & Resumption (4)                 

    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.                                
                                                                              
    The Conversion Shares will be issued pursuant to the                      
    resolution to be approved at the SGM.                                     
                                                                              
    Principal terms of the Promissory Note                                    
    Issuer  :       The Company                                               
                                                                              
    Principal amount        :       HK$246,220,000                            
                                                                              
    Interest        :       2% per annum, payable in arrears on the           
    last day of every six months period from the date of                      
    the issue of the Promissory Note                                          
                                                                              
    Maturity date   :       Fourth anniversary from the date of               
    the issue of the Promissory Note                                          
                                                                              
    Security        :       The Promissory Note is unsecured                  
                                                                              
    Early repayment :       At the option of the Company                      
                                                                              
    Conditions                                                                
    Completion of the S&P Agreement is conditional upon,                      
    inter alia, the following conditions precedent being                      
    satisfied:                                                                
                                                                              
    (a)     the Company being satisfied in all respects in                    
    its absolute opinion with the results of a due                            
    diligence investigation to be carried out by it and/or                    
    its professional advisers on the assets, liabilities,                     
    business and prospects of Value Ahead Group and the                       
    status, condition and title of the Land and such                          
    investigation having revealed nothing to show that                        
    any of the warranties of the Vendor under the S&P                         
    Agreement are untrue, misleading or incorrect in any                      
    material respect;                                                         
                                                                              
    (b)     approval of (i) the S&P Agreement and the                         
    transactions contemplated therein; and (ii) the issue                     
    of the Convertible Note and the allotment and issue                       
    of the Conversion Shares upon the exercise of the                         
    conversion rights attached to the Convertible Note,                       
    in each case by ordinary resolution passed at the SGM                     
    by the Independent Shareholders;                                          
                                                                              
    (c)     the Company having obtained a legal opinion from                  
    a firm of PRC lawyers acceptable to it in relation                        
    to Suifenhe Shimao and being satisfied in all respects                    
    in its absolute opinion with the contents of such                         
    legal opinion including but not limited to (i) the                        
    status, condition and title of the properties owned                       
    by Suifenhe Shimao; and (ii) the due establishment                        
    and valid existence of Suifenhe Shimao and the status                     
    of the registered capital, licences, permits and                          
    approval and assets of Suifenhe Shimao; and                               
                                                                              
    (d)     the Listing Committee of the Stock Exchange                       
    granting approval of the listing of, and permission                       
    to deal in, all the Conversion Shares.                                    
                                                                              
    The Company shall have the right to waive any or all                      
    of the conditions specified in the S&P Agreement                          
    except for those in (b) and (d) above. If any of the                      
    conditions of the S&P Agreement is not fulfilled or                       
    waived by the Company on or before 30 June 2005 or                        
    such other date as shall be agreed between the Vendor                     
    and the Company, the S&P Agreement shall