09:17 SHIMAO CHINA<00649>-Announcement & Resumption of Trading(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) ANNOUNCEMENT ADJOURNMENT OF SPECIAL GENERAL MEETING The Board received a letter dated 4 March 2005 from the Listing Committee and a further letter dated 8 March 2005 from the Listing Division. The letters relate to the Company's proposal to enter into the Undertaking (the "Proposal"), the contents of which are further disclosed in this announcement below. The Company wrote on 9 March 2005 to request that the Listing Committee provide written reasons for the decision made on 4 March 2005. The Company is considering the content of and its response to both letters. Under these circumstances, the Board considers it appropriate to adjourn the SGM scheduled to be held on 14 March 2005 until further notice. A further announcement will be published by the Company in due course. Trading in the Shares was suspended at the request of the Company with effect from 9:30 am on 7 March 2005 pending the publication of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 am on 11 March 2005. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares. The Board refers to the announcement regarding business delineation and the Undertaking dated 23 February 2005 (the "Announcement") as well as the Company's circular dated 26 February 2005 containing, inter alia, the recommendation of the independent board committee and the advice of the independent financial adviser, and the notice of the SGM dated the same day. Terms used in the Announcement shall have the same meanings when used in this announcement. The Company would like to inform the investors that it received a letter dated 4 March 2005 from the Listing Committee in relation to the Undertaking as well as the business delineation with Shimao Property Holdings Limited following a hearing of the Listing Committee held on 3 March 2005. Given the interest of some of the directors of the Company in the Undertaking, the Listing Committee raised questions about fairness of the Undertaking and the handling of the Proposal which involves conflicts of interests. The Listing Committee took the view that the principles that Stock Exchange applies in considering spin-off applications should apply to the Proposal and, in particular, the principle that the Company should retain a sufficient level of operations and sufficient assets to support its listing status after completion of the Proposal. The Listing Committee also requested that the