10:21 SHIMAO CHINA<00649> - Announcement & Resumption (16) to the public in Hong Kong, placing of Offer Shares to institutional, professional and individual investors in Hong Kong and other jurisdictions and offering of SPHL Offer Shares to the Qualifying Shareholders under the Preferential Offer. The Reserved Shares are expected to form part of the placing. The Proposed SPHL Offering is conditional upon (amongst other things): (a) the Listing Committee granting formal approval for the listing of, and permission to deal in, all the SPHL Shares in issue and to be issued; (b) the Underwriting Agreements having been executed and the obligations of the underwriters under the Underwriting Agreements becoming unconditional and not being terminated in accordance with the terms of such agreements or otherwise; (c) the Reorganisation becoming unconditional in all respects. The Proposed SPHL Offering will not proceed if the above conditions are not satisfied, whereupon further announcement(s) will be made to keep Shareholders informed of the developments. The Preferential Offer It is expected that, subject to the Listing Committee of the Stock Exchange granting formal approval for the listing of, and permission to deal in, the SPHL Shares in issue and to be issued under the Proposed SPHL Offering on the main board of the Stock Exchange, and the fulfilment of other conditions, as mentioned in the section headed "The Proposed SPHL Offering" above, Qualifying Shareholders will be invited to participate in the Proposed SPHL Offering by applying for a set number of Reserved Shares on an assured basis. With a view to maintaining at least the minimum prescribed percentage of SPHL Shares in the hands of the public in compliance with the Listing Rules immediately after the Proposed SPHL Offering, it is expected that no Reserved Shares under the Preferential Offer will be offered to Overseas Investment and its associates. As a result, the Company understands that it is currently proposed that the Qualifying Shareholders, other than Overseas Investment and its associates, will be given an assured entitlement to subscribe for one Reserved Share for every whole multiple of six Shares held by them at the close of business on the Record Date, subject to a minimum holding to be determined (which shall not be more than 6,000 Shares). The Company will publish an announcement on or after the Record Date confirming Qualifying Shareholders' entitlement to apply for the Reserved Shares. In connection with the Proposed SPHL Offering, the price of the SPHL Offer Shares may be stabilised in accordance with the Securities and Futures (Price Stabilising) Rules (Chapter 517W of the Laws of Hong Kong). Details of any intended stabilisation and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) will be contained in the listing document in relation to the Proposed SPHL Offering. WARNING: The Listing Committee has not given its