09:57 SHIMAO CHINA<00649> - Announcement & Resumption (13) "Land" two parcels of land located in the Municipality of Suifenhe with a total site area of 722,824.5 sq.m. which are held by Suifenhe Shimao for the purpose of development as part of the Pogranichny-Suifenhe Intertrading Economic Zone "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Loan Consideration" the consideration for the purchase of the Sale Loan to be paid by the Company to the Vendor under the S&P Agreement, which shall be equal to HK$194,611,000, being the face amount of the Sale Loan as at the date of the S&P Agreement "Mr. Hui" Mr. Hui Wing Mau, the Chairman of the Company "PRC" the People's Republic of China, which, for the purpose of the S&P Agreement only, excludes Hong Kong, Taiwan and Macau Special Administrative Region of the PRC "Promissory Note" a promissory note in an aggregate principal amount equal to HK$246,220,000 to be issued by the Company to the Vendor for settlement of part of the Consideration payable under the S&P Agreement "Russian Party" * (Coastal Information Analysis Closed-end Stock Company Limited) , a company established in the Russia Federation (whose English and Chinese names are for identification purpose only) "S&P Agreement" the sale and purchase agreement dated 19 February 2005 entered into between the Company, the Vendor and Mr. Hui, pursuant to which, inter alia, the Company agreed to acquire and the Vendor agreed to sell the Sale Share and the Sale Loan "Sale Loan" the amount due from Value Ahead to the Vendor as at the Completion Date which shall not be less than HK$194,611,000 "Sale Share" the one share of US$1.00 beneficially owned by and registered in the name of the Vendor, representing the entire issued share capital of Value Ahead "SGM" the special general meeting of the Company to be convened for approving the S&P Agreement and the transactions contemplated thereunder and the new share option scheme of the Company "Share Consideration" HK$301,609,000 being the consideration for the purchase of the Sale Share to be paid by the Company to the Vendor "Share(s)" share(s) of HK$0.10 each in the share capital of the Company "Shareholders" holders of Shares "Shimao Jianshe" * (Shanghai Shimao Jianshe Company Limited), an enterprise established in the PRC and beneficially and wholly owned by Mr. Hui "Stock Exchange" The Stock Exchange of Hong Kong Limited "Suifenhe Shimao" *