09:28 <00201>, <00219> & <00253>-Joint Announcement & Resume (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. MAGNIFICENT ESTATES LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 201) DISCLOSEABLE TRANSACTION SHUN HO TECHNOLOGY HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 219) MAJOR TRANSACTION SHUN HO RESOURCES HOLDINGS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 253) VERY SUBSTANTIAL DISPOSAL DISPOSAL OF PROPERTY The Boards are pleased to announce that the Vendor, a direct wholly-owned subsidiary of Magnificent Estates, had on 13 April 2005 entered into the Provisional Agreement with the Purchaser pursuant to which the Vendor and the Purchaser conditionally agreed to enter into the S&P Agreement for a consideration of HK$180,000,000. Magnificent Estates, Shun Ho Technology and Shun Ho Resources are all listed on the Stock Exchange. Shun Ho Resources controls approximately 50.2% of the total voting rights of Shun Ho Technology, which in turn controls approximately 69.2% of the total voting rights of Magnificent Estates. The Disposal as contemplated by the Provisional Agreement constitutes a major transaction for Shun Ho Technology and requires shareholders' approval. Although shareholders' approval is required pursuant to Rule 14.40 of the Listing Rules, written approval for the Disposal has already been obtained by Shun Ho Technology from Omnico Company Inc. (a wholly-owned subsidiary of Shun Ho Resources) who beneficially owns 269,485,937 Shun Ho Technology Shares, representing approximately 50.2% of the nominal value of the securities giving the right to attend and vote at general meetings of Shun Ho Technology. Omnico Company Inc. or its associates do not have any interest in the Disposal which is different from those of other Shun Ho Technology Shareholders. Pursuant to Rule 14.44 of the Listing Rules, shareholders' approval by a majority vote at a general meeting is required to approve the Disposal. However, written shareholders' approval may be accepted in lieu of holding a general meeting provided that no Shun Ho Technology Shareholders are required to abstain from voting at a general meeting to approve the Disposal and the written shareholders' approval has been obtained from Shun Ho Technology Shareholders holding more than 50% of the nominal value of the securities giving the right to attend and vote at general meetings of Shun Ho Technology. As no Shun Ho Technology Shareholders are required to abstain from voting at a general meeting to approve the Disposal, such written shareholder's approval will be accepted in lieu of holding a general meeting of Shun Ho Technology pursuant to Rule 14.44 of the Listing Rules. For Shun Ho Resources, the Disposal as contemplated by the Provisional Agreement constitutes a very substantial disposal under the Listing Rules and requires shareholders' approval. Pursuant to Rule 14.49 of the Listing Rules, the Disposal is subject to approval by Shun Ho Resources Shareholders. However, the Disposal was not entered into subject to shareholders' approval. At the time of entering into of the Provisional Agreement, the Boards had requested the Purchaser to allow the Disposal be made subject to a condition whereby a general meeting of Shun Ho Resources Shareholders will be convened for the passing of a resolution to approve the entering into of the Disposal. The board of directors of Shun Ho Resources had also been informed by the board of directors of Magnificent Estates that they had requested the Purchaser to allow the Disposal be made subject to such condition at the time of entering into of the Provisional Agreement, but such request was not accepted by the Purchaser. Given the present condition of the property market and possibility of further interest rate increases in Hong Kong, if the Vendor had insisted on such condition, the Purchaser may not have agreed to enter into the transaction with the Vendor at the present agreed consideration of HK$180,000,000. However, Shun Ho Resources is confident that by the time of entering into of the S&P Agreement, it will be able to negotiate such condition to be included