09:25 SHIMAO CHINA<00649> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SHIMAO CHINA HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock code: 649) Proposed Business Delineation Non-Competition Undertaking constituting a Connected Transaction Formation of Independent Board Committee and Appointment of Independent Financial Adviser Despatch of Circular Independent Financial Adviser to the Independent Board Committee PLATINUM Securities The Board is pleased to announce (1) the formation of Independent Board Committee, (2) the appointment of Platinum as the independent financial adviser, and (3) the despatch of the circular. Reference is made to the Company's announcement dated 23 February 2005 (the "Previous Announcement") relating to the proposed business delineation and the Undertaking. Unless otherwise stated, terms defined in the Previous Announcement shall have the same meanings when used in this announcement. Formation of Independent Board Committee The Board announces today that it has established an Independent Board Committee, comprising Professor Lee Chack Fan, Mr. Liu Hing Hung and Mr. Zhu Wenhui, to advise the Independent Shareholders with respect to the Undertaking. Appointment of independent financial adviser The Board further announces that Platinum Securities Company Limited has been appointed as the independent financial adviser ("Platinum") to advise the Independent Board Committee and the Independent Shareholders with respect to the Undertaking. Despatch of circular The circular containing, inter alia, details of the Undertaking, the recommendation of the Independent Board Committee and the letter from the Platinum has been despatched to Shareholders today. The SGM to consider and, if thought fit, approve the Undertaking has been convened to take place at 10:00 a.m. on Monday, 14 March 2005. The notice of the SGM is contained in the circular. By Order of the Board Shimao China Holdings Limited Hui Wing Mau Chairman As at the date of this announcement, the Board comprises: Hui Wing Mau (Chairman and Non-Executive Director) Chung Shui Ming, Timpson (Chief Executive Officer