10:08 SHANGHAI GROWTH<00770> - 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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Shanghai International Shanghai Growth Investment Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 00770) CLARIFICATION ANNOUNCEMENT The Board wishes to announce (i) the change in the custody arrangement of the Unlisted Portfolio since October 1, 2002; (ii) the Other Custodial Measures; and (iii) qualification relating to the types of the Company's assets being held by the Custodian in its 2002 and 2003 annual reports. This announcement is made at the request of the Stock Exchange. The Board wishes to announce a change in the custody arrangement of the Unlisted Portfolio since October 1, 2002 as well as the Other Custodial Measures. The Company has inadvertently omitted to disclose these custody related matters, as it was of the view that such matters were only of an internal and administrative nature and did not come under its general obligation of disclosure under the Listing Rules nor were there any requirements stated in its memorandum and articles of association or prospectus requiring disclosure of such matters. The disclosure in each of the 2002 and 2003 annual reports of the Company is incomplete as there is no qualification relating to the types of the Company's assets held by the Custodian. The change in the custody arrangement of the Unlisted Portfolio since October 1, 2002 and the Other Custodial Measures have been previously approved by the Board, which is empowered by the Shareholders to deal with all administrative matters and the day-to-day operation of the Company. Since the listing of the Company as an investment company under Chapter 21 of the Listing Rules on November 30, 1993, the Custodian has acted as custodian of the Company's assets, including listed investments, unlisted investments and cash of the Company, pursuant to the Custodian Agreement. The Custodian's primary functions consist of the safe-keeping and custody of the investment agreements of the Company, reporting all trades, settlements and valuations to the Investment Manager, and arranging and be responsible for, inter alia, physical settlement of trades, provision of regular prices of securities held by the Company and receipt of dividends. As at the date of this announcement, there has been no changes to the primary functions of the Custodian, save and except that the custody of the assets as described below is not held by the Custodian. In particular, the Board wishes to advise that the Unlisted Portfolio and the investment agreements relating thereto are now being held by the Company itself. CHANGE IN CUSTODY ARRANGEMENT IN RELATION TO THE UNLISTED PORTFOLIO From October 1, 2002, the custody of the underlying assets of the Unlisted Portfolio has been switched to the custody of the Company from the Custodian. As at January 31, 2005, the unaudited and unpublished value of the Unlisted Portfolio is approximately US$25,882,000, being 45.85% of the NAV. Prior to the year 2000, valuation of the Unlisted Portfolio had been recorded at cost or at cost less any diminution in the value of the unlisted investments. Accordingly, in practice, the valuations recorded by the Custodian in relation to the Unlisted Portfolio were simply at cost or at cost less any provisions as recommended by the Investment Manager. However, in 2000, with the implementation of the accounting standard SSAP 24 - Investment in Securities, fair valuation on all securities investments had to be made. Negotiations were entered into with the Custodian since then for the additional work to be carried out by the Custodian for the fair valuation of the Unlisted Portfolio, which in turn would have entailed additional costs for the Company because such additional work was not contemplated by the parties to the Custodian Agreement.