10:24     SHIMAO CHINA<00649> - Announcement & Resumption (21)                

    "Group" the Company and its subsidiaries                                  
                                                                              
    "HKSCC" Hong Kong Securities Clearing Company                             
    Limited                                                                   
                                                                              
    "Independent Shareholder(s)"    Shareholder(s)                            
    other than Mr. Hui and his associates                                     
                                                                              
    "Listing Committee"     the Listing committee of the                      
    Stock Exchange                                                            
                                                                              
    "Listing Rules" Rules Governing the Listing of                            
    Securities on the Stock Exchange                                          
                                                                              
    "Mainland China"        the mainland of the PRC which does                
    not include Hong Kong, Macau and Taiwan                                   
                                                                              
    "Mr. Hui"       Mr. Hui Wing Mau, Chairman and Director                   
    of the Company                                                            
                                                                              
    "Mr. Xu"        Mr. Xu Shiyong, Mr. Hui's nephew                          
                                                                              
    "Overseas Investment"   Overseas Investment Group                         
    International Limited, a company incorporated in the                      
    BVI, which is the controlling shareholder of the Group                    
                                                                              
    "Overseas Shareholders" registered holder(s) of                           
    the Shares, whose addresses on the register of members                    
    of the Company at 4:00 p.m. on the Record Date are                        
    outside Hong Kong                                                         
                                                                              
    "Preferential Offer"    the proposed conditional                          
    preferential offering to Qualifying Shareholders to                       
    subscribe for Reserved Shares                                             
                                                                              
    "Proposed Listing"      the proposed listing of SPHL by                   
    way of a listing of the ordinary shares in the share                      
    capital of SPHL on the main board of the Stock Exchange                   
                                                                              
    "Proposed SPHL Offering"        the proposed (i) new issue                
    to the public in Hong Kong and (ii) conditional                           
    placing to institutional, professional and other                          
    investors (of which the Preferential Offer forms part)                    
    of SPHL Offer Shares                                                      
                                                                              
    "Qualifying Shareholder"        Shareholders whose names                  
    appear on the register of members of the Company as                       
    holding a minimum number of Shares to be determined                       
    (which shall not be more than 6,000 Shares) at 4:00                       
    p.m. on the Record Date, other than Overseas                              
    Shareholders                                                              
                                                                              
    "Record Date"   the date to be announced by the Company                   
    for ascertaining the entitlement(s) of Qualifying                         
    Shareholders                                                              
                                                                              
    "Reorganisation"        the pre-listing reorganisation                    
    relating to SPHL's business                                               
                                                                              
    "Reserved Shares"       the SPHL Offer Shares to be                       
    offered pursuant to the Preferential Offer                                
                                                                              
    "SGM"   the special general meeting of the Company to                     
    be convened to consider and, if thought fit, amongst                      
    other things, approve the Undertaking                                     
                                                                              
    "Share(s)"      ordinary share(s) of HK$0.10 each in the                  
    share capital of the Company                                              
                                                                              
    "Shareholder(s)"        holder(s) of Share(s)                             
                                                                              
    "Shimao Enterprises"    *