09:33     FORTE<02337> - 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.               
                                                                              
                                                                              
    SHANGHAI FORTE LAND CO., LTD.                                             
    (a sino-foreign joint stock limited company incorporated in the           
    People's Republic of China with limited liability)                        
    (Stock Code: 2337)                                                        
                                                                              
    CONNECTED TRANSACTION                                                     
                                                                              
                                                                              
    The Directors of Shanghai Forte Land Co., Ltd. (the `Company')            
    are pleased to announce that the Company's subsidiary, Yuanjing           
    Property, has entered into the Equity Transfer Agreement with ING REI     
    Investment (China) B.V. (`ING REI'), on 22 April 2005 pursuant to         
    which ING REI shall sell and Yuanjing Property shall acquire a 30%        
    equity interest in Songjiang Forte Property for a consideration of        
    RMB30,805,216.                                                            
                                                                              
    Songjiang Forte Property is a sino-foreign cooperative joint venture      
    established in the PRC, principally engaged in the development of a       
    residential property development in Songjiang District in Shanghai,       
    namely Forte Fragrant Riverside. As at the date of this announcement,     
    Songjiang Forte Property is owned as to 70% and 30% by the Company        
    and ING REI, respectively. Upon completion of the Equity Transfer         
    Agreement, the Company and its subsidiary, Yuanjing Property, shall       
    own 70% and 30% equity interests of Songjiang Forte Property,             
    respectively.                                                             
                                                                              
    As Songjiang Forte Property is a subsidiary of the Company and ING        
    REI holds a 30% equity interest in the registered capital of              
    Songjiang Forte Property, ING REI is therefore regarded as a              
    connected person of the Company for the purpose of the Listing Rules.     
    As a result, the acquisition under the Equity Transfer Agreement          
    constitutes a connected transaction of the Company under the Listing      
    Rules.                                                                    
                                                                              
    Based on the consideration payable by Yuanjing Property to ING REI        
    under the Equity Transfer Agreement, each of the percentage ratios        
    under Rule 14.07 of the Listing Rules will be less than 2.5%.             
    Accordingly, the connected transaction between Yuanjing Property and      
    ING REI falls under Rule 14A.32(1) of the Listing Rules and is            
    therefore only subject to the reporting and announcement requirements     
    and no independent shareholders' approval is required in respect of       
    the Equity Transfer Agreement. Details of the Equity Transfer             
    Agreement will be disclosed in the Company's next published annual        
    report and accounts.                                                      
                                                                              
                                                                              
    The Directors of the Company are pleased to announce that, on 22          
    April 2005, Yuanjing Property entered into the Equity Transfer            
    Agreement with ING REI Investment (China) B.V. (`ING REI') pursuant       
    to which Yuanjing Property will acquire a 30% equity interest in          
    Songjiang Forte Property.                                                 
                                                                              
    Equity Transfer Agreement                                                 
                                                                              
    1.                                                                        
    Parties to the Equity Transfer Agreement                                  
    (a) the vendor:                ING REI                                    
    (b) the purchaser:             Yuanjing Property                          
    (c) Songjiang Forte Property                                              
                                                                              
    2.                                                                        
    Equity Interest Acquired                                                  
    Pursuant to the Equity Transfer Agreement, ING REI shall sell and         
    the Company's subsidiary, Yuanjing Property, shall acquire a 30%          
    equity interest in Songjiang Forte Property.                              
                                                                              
    3.                                                                        
    Consideration                                                             
    The consideration payable by Yuanjing Property for a 30% equity           
    interest in Songjiang Forte Property is RMB 30,805,216 or the USD         
    equivalent by cash, which has been arrived at after arm's length          
    negotiation between Yuanjing Property and ING REI.                        
                                                                              
    The consideration comprises of (i) the initial capital contribution       
    to the registered capital by ING REI, being RMB12,664,116; and (ii)       
    the agreed estimated net profit of Songjiang Forte Property which ING     
    REI shall be entitled under the profit-sharing mechanism contemplated     
    under the Joint Venture Agreement, being RMB 18,141,100. The agreed       
    estimated net profit of Songjiang Forte Property is arrived from the      
    aggregate revenue generated from the sales of the pre-sold                
    residential units after deduction of the estimated total development      
    costs based on the expected completion schedule and estimated             
    potential tax payables.                                                   
                                                                              
    As at the date of this announcement, approximately 99% of the             
    residential units of Forte Fragrant Riverside, the project undertaken