10:16     SHIMAO CHINA<00649> - Announcement & Resumption (6)                 

    Notes:                                                                    
                                                                              
    (1)     Overseas Investment is the controlling                            
    shareholder of the Group. It is the trustee of a unit                     
    trust all of the units of which are held by the Family                    
    Trust, a discretionary trust settled by Mr. Hui of                        
    which his wife and children are discretionary objects.                    
    The trustee of the Family Trust is Trident Corporate                      
    Services (B.V.I.) Limited. Mr. Hui is an excluded                         
    class of beneficiary under the Family Trust.                              
                                                                              
    (2)     Mr. Xu Shiyong is Mr. Hui's nephew and his                        
    associate for the purposes of Chapter 14A of the                          
    Listing Rules.                                                            
                                                                              
    (3)     Mr. Hui's property development and investment                     
    business in Mainland China is currently held by Shimao                    
    Property Holdings (BVI) Limited, a company                                
    wholly-owned by him. SPHL is proposed to become the                       
    holding company pursuant to the Reorganisation to be                      
    effected in connection with the Proposed Listing of                       
    the SPHL Group.                                                           
                                                                              
    (4)     Pursuant to the Reorganisation to be effected                     
    in connection with the Proposed Listing of the SPHL                       
    Group, Overseas Investment will become the                                
    controlling shareholder of SPHL upon its Proposed                         
    Listing. Upon such Proposed Listing, Mr. Hui will                         
    cease to have any ownership interest in SPHL. Mr. Hui                     
    is an excluded class of beneficiaries under the Family                    
    Trust.                                                                    
                                                                              
    (5)     As stated in the Suifenhe Announcement, the                       
    Company has entered into an agreement with Mr. Hui                        
    to acquire 100% of the holding company of the Suifenhe                    
    Shimao Development Project, subject to certain                            
    conditions as referred to in the Suifenhe                                 
    Announcement, in particular the requirement of                            
    approval from Independent Shareholders.                                   
                                                                              
    The following table sets out a summary of the proposed                    
    business delineation between the relevant parties to                      
    the Undertaking:                                                          
                                                                              
    Principal business prior to                                               
    the Undertaking Principal business going forward                          
    (Note 1)                                                                  
                                                                              
    The Group:      The Group's principal business is                         
    property        Going forward, the Group intends to pursue                
    an                                                                        
    development in and outside Mainland     international                     
    business strategic focus and will                                         
    China. It has recently completed The    undertake                         
    property development outside of                                           
    Genesis in Hong Kong and has been       Mainland China                    
    (including Hong Kong).                                                    
    looking at opportunities in the Asia                                      
    Pacific Region. In addition, the Group                                    
    proposes to acquire the Suifenhe Shimao                                   
    Development Project.                                                      
                                                                              
    Mr. Hui and the         The Private Group is a collection of              
            Mr. Hui's interests in SPHL and the Suifenhe                      
    Private Group:  companies (including SPHL) owned by                       
            Shimao Development Project are proposed to                        
    Mr. Hui and his immediate family        be transferred to                 
    Overseas Investment and the                                               
    comprising his wife and children. Its   Group,                            
    respectively.                                                             
    principal business is property development                                
    in Mainland China.      Going forward, the Private Group                  
    will not carry