10:21     SHIMAO CHINA<00649> - Announcement & Resumption (15)                

    there can be no certainty that the SPHL Group will                        
    ultimately achieve the Proposed Listing, the Board                        
    understands that Mr. Hui would like to put forward                        
    a proposal to ensure that Shareholders are given an                       
    opportunity to invest in the SPHL Group and to secure                     
    certain SPHL Shares in the Proposed SPHL Offering.                        
    For this reason, SPHL has proposed that, if the                           
    Proposed Listing proceeds, Qualifying Shareholders                        
    will be invited to apply for the Reserved Shares                          
    (representing approximately 5% of the SPHL Offer                          
    Shares) on a preferential as well as an assured basis.                    
                                                                              
    The Board notes that the Preferential Offer as well                       
    as the "assured entitlement" thereunder is not                            
    required of either SPHL or Mr. Hui under the Listing                      
    Rules. Please refer to the paragraph headed "The                          
    Proposed Listing - The Preferential Offer" below.                         
                                                                              
    WARNING: SPHL has submitted an application to the                         
    Listing Committee for listing of, and permission to                       
    deal in, its shares on the main board of the Stock                        
    Exchange. The Listing Committee has not given its                         
    formal approval in respect of SPHL's listing                              
    application. The Proposed Listing may or may not                          
    proceed.                                                                  
                                                                              
    If the formal approval of the Listing Committee in                        
    relation to the Proposed Listing is not obtained or                       
    if the Proposed SPHL Offering does not proceed for                        
    any other reasons, the Preferential Offer will not                        
    be made and in such case no Qualifying Shareholder                        
    will be entitled to subscribe for any Reserved Shares                     
    thereunder.                                                               
                                                                              
    (6)     Proposal to put the Undertaking to Independent                    
    Shareholders' vote                                                        
    As the Board wishes to ensure that it gives due regard                    
    to the range of Shareholders' interests, the Board                        
    has proposed that the Undertaking be subject to                           
    Independent Shareholders' approval. Overseas and its                      
    associates will abstain from voting on the                                
    resolutions (which will be conducted by way of poll)                      
    to approve the Undertaking.                                               
                                                                              
    Please refer to the paragraph headed "Independent                         
    Board Committee, Independent Financial Adviser and                        
    SGM" below.                                                               
                                                                              
    Enforcement of the Undertaking by the Company                             
    Enforcement of the Undertaking would be undertaken                        
    by the Board of the Company. The Bye-laws of the                          
    Company provide that directors shall not vote (nor                        
    be counted in the quorum) on any resolution of the                        
    Board in respect of any contract etc. in which he/she                     
    is materially interested. The Board notes that,                           
    following the change in its composition, it will have                     
    7 directors, only two of whom are associates of Mr.                       
    Hui. The Company does not consider that there would                       
    be potential issues arising in relation to                                
    enforcement of the Undertaking. This is because the                       
    arrangements pursuant to the Undertaking would be                         
    transparent due to the nature of the Group's business                     
    and the method of delineation used in the Undertaking.                    
                                                                              
    THE PROPOSED LISTING                                                      
    WARNING: The Listing Committee has not given its                          
    formal approval in respect of SPHL's listing                              
    application. The Proposed Listing may or may not                          
    proceed.                                                                  
                                                                              
    The Proposed SPHL Offering                                                
    The Proposed SPHL Offering is expected to be effected                     
    by way of offering of SPHL Offer Shares