10:23     SHIMAO CHINA<00649> - Announcement & Resumption (20)                

    are predominantly experienced in the PRC property                         
    industry.                                                                 
                                                                              
    INDEPENDENT BOARD COMMITTEE, INDEPENDENT FINANCIAL                        
    ADVISER AND SGM                                                           
    The Board will put the Undertaking to Independent                         
    Shareholders for their approval. An independent board                     
    committee will be established to advise the                               
    Independent Shareholders and an independent                               
    financial adviser will be appointed to advise the                         
    independent board committee. A circular containing,                       
    inter alia, details of the Undertaking, the                               
    recommendation of the independent board committee,                        
    the letter from the independent financial adviser and                     
    a notice convening the SGM will be despatched as soon                     
    as possible in accordance with the Listing Rules.                         
    Overseas Investment and its associates are connected                      
    persons of the Company and will abstain from voting                       
    on the resolutions to approve the Undertaking. The                        
    voting at the SGM will be conducted by way of a poll.                     
                                                                              
    A further announcement will be made by the Company                        
    once the independent board committee has been                             
    established and the independent financial adviser has                     
    been appointed.                                                           
                                                                              
    WARNING: If any changes are made, or required to be                       
    made, to the terms of the Undertaking changed, then,                      
    the Company will comply with applicable Listing Rules                     
    and obtain further approval from Independent                              
    Shareholders at a separately convened special general                     
    meeting of the Company.                                                   
                                                                              
    TRADING OF SHARES                                                         
    Trading in the Shares was suspended with effect from                      
    9:30 a.m. on 21 February 2005 pending the publication                     
    of this announcement. Application has been made to                        
    the Stock Exchange for resumption of trading in the                       
    Shares with effect from 9:30 a.m. on 24 February 2005.                    
                                                                              
    TERMS USED IN THIS ANNOUNCEMENT                                           
    In this announcement, the following expressions have                      
    the meanings set out below unless the context requires                    
    otherwise:                                                                
                                                                              
    "A Share Company"       * (Shanghai                                       
    Shimao Co., Ltd.), a company established in the PRC                       
    whose shares are listed on the Shanghai Stock Exchange,                   
    in which Shimao Enterprises holds a 26.43% interest                       
                                                                              
    "associate"     has the meaning as given to it in the                     
    Listing Rules                                                             
                                                                              
    "Board" the board of directors of the Company                             
                                                                              
    "BVI"   British Virgin Islands                                            
                                                                              
    "Company"       Shimao China Holdings Limited, a company                  
    incorporated in Bermuda with limited liability, the                       
    securities of which are currently listed on and dealt                     
    in the Stock Exchange                                                     
                                                                              
    "controlling shareholder"       has the meaning as given                  
    to it in the Listing Rules                                                
                                                                              
    "Director(s)"   the director(s), including the                            
    independent non-executive directors, of the Company                       
                                                                              
    "Family Trust"  the W.M. Hui Family Trust, a                              
    discretionary trust established on 27 August 2001 by                      
    Mr. Hui for the benefit of his wife and children