10:17     SHIMAO CHINA<00649> - Announcement & Resumption (7)                 

    on any new property development business and                              
    its sole business will be investment holding.                             
                                                                              
    Overseas        Overseas Investment is the trustee of a                   
            Going forward, Overseas Investment will only                      
    Investment:     unit trust, all of the units of which are                 
            hold its shareholding interests in the Company                    
    held by a discretionary trust established       and                       
    SPHL.                                                                     
    by Mr. Hui of which Mr. Hui's immediate                                   
    family are discretionary objects. It holds a                              
            SPHL will undertake large scale property                          
    74.74% controlling interest in the Group                                  
            development projects in Mainland China                            
    and a 25% interest in a Shanghai property                                 
            exceeding a minimum gross floor area (i.e.                        
    development project which is proposed   projects                          
    that are not "Smaller Residential                                         
    to be acquired by SPHL (which currently                                   
            Projects" or "Smaller Multiple-Use Projects"                      
    holds the remaining 75% interest in such        as                        
    defined in the Undertaking (Note 2)).                                     
    project).                                                                 
    Going forward, Mr. Xu and Shimao Enterprises                              
    Mr. Xu and      Mr. Xu, who is Hui's nephew and his                       
            will not carry on any property business except                    
    his interests:  associate for the purposes of                             
    Chapter 14A     through Shimao Enterprises' 26.43%                        
    of the Listing Rules, is the 93.33%     shareholding                      
    interest in the A Share Company.                                          
    controlling shareholder of Shimao                                         
    Enterprises. Shimao Enterprises holds   The A Share                       
    Company will undertake smaller                                            
    26.43% of the A Share Company. The A    scale                             
    property development projects in                                          
    Share Company's principal business is   Mainland                          
    China up to a maximum gross floor                                         
    property development in Mainland China. area                              
    (i.e. projects that are "Smaller Residential                              
    Projects" or "Smaller Multiple-Use Projects"                              
    as defined in the Undertaking (Note 2)).                                  
                                                                              
    Notes:                                                                    
                                                                              
    (1)     The Undertaking permits the relevant parties to                   
    continue to hold residual interests in Mainland China                     
    property developments and investments. Mr. Hui and                        
    Mr. Xu may also hold interests in properties acquired                     
    and held for personal use, including for the use of                       
    their respective families, provided that such                             
    activities do not involve any commercial property                         
    development. The parties agreed that the Suifenhe                         
    Shimao Development Project shall not fall constitute                      
    property business in Mainland China.                                      
                                                                              
    (2)     "Smaller Residential Projects" are residential                    
    property developments in Mainland China where the                         
    total planned construction GFA of the relevant                            
    development (or the aggregate planned GFA of all                          
    phases where the development is to take place in                          
    phases), determined on the basis of master plans, is                      
    estimated to be less than 200,000 sq.m.. For these                        
    purposes, "residential" property developments means                       
    development where not more than 30% of total planned                      
    construction GFA, determined on the basis of master                       
    plans, are to be constructed for non-residential use.                     
    "Smaller Multiple-Use Projects" are mixed property                        
    project developments in Mainland China where the                          
    total planned construction GFA of the relevant                            
    development (or the aggregate planned GFA of all                          
    phases where the development is to take place in                          
    phases), determined on the basis of master plans, is                      
    estimated to be less than 100,000 sq.m.. For these                        
    purposes,