09:35     SHANGHAI ZENDAI<00755>-Announcement&Resumption of Trading(3)        

    as a whole.                                                               
                                                                              
    The original costs paid by Haimen Zendai in the acquisition of the        
    aforesaid parcel of land was approximately RMB121,271,850 (equivalent     
    to approximately HK$114,407,406). Myway is wholly-owned by the Vendor.    
    The Directors considered that the total cost to the Vendor in Myway       
    includes the contribution to the registered capital of Haimen Zendai of   
    US$2,200,000 (equivalent to approximately HK$17,160,000) by Myway and     
    the undistributable profits of Haimen Zendai as at 31 December 2004       
    that should be entitled to Myway in accordance with its shareholding in   
    Haimen Zendai. According to the PRC audited accounts, Haimen Zendai has   
    an undistributable profits of approximately RMB97,504,878 as at 31        
    December 2004. As at the date of this announcement, the undistributable   
    profits of Haimen Zendai as at 31 December 2004 have not been             
    distributed to its shareholders and there is no current intention to      
    distribute such undistributable profits.                                  
                                                                              
    Conditions                                                                
                                                                              
    Completion of the Sale and Purchase Agreement is conditional upon:        
                                                                              
    1.  the approval of the Sale and Purchase Agreement and the               
    transactions contemplated thereunder (including the allotment and issue   
    of the Consideration Shares) by the Independent Shareholders at the SGM;  
                                                                              
    2.  the Listing Committee of the Stock Exchange granting the listing of   
    and permission to deal in the Consideration Shares;                       
                                                                              
    3.  the Bermuda Monetary Authority having granted its consent to the      
    allotment and issue of the Consideration Shares;                          
                                                                              
    4.  all necessary approvals and consents in relation to the Acquisition   
    having been obtained; and                                                 
                                                                              
    5.  the Company having obtained a PRC legal opinion in relation to,       
    among other matters, the legality and validity of the establishment and   
    operations of Haimen Zendai.                                              
                                                                              
    Save as condition 5 above, none of the conditions above can be waived     
    by the Company. In the event that the conditions above have not been      
    fulfilled or waived (as the case may be) on or before 31 July 2005 (the   
    "Long Stop Date"), the Sale and Purchase Agreement shall cease and        
    determine and none of the parties thereto shall have any obligations      
    and liabilities thereunder save for any antecedent breach.                
                                                                              
    Completion                                                                
                                                                              
    Completion shall take place on the fifth Business Day after the           
    conditions set out above have been fulfilled or waived (as the case may   
    be) and is expected to take place on or before the Long Stop Date.        
                                                                              
    2.  SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER    
    THE ACQUISITION                                                           
                                                                              
    The following table sets out the shareholding structure of the Company    
    immediately before and after the Acquisition:                             
                                                                              
      Shareholding structure   Shareholding structure                         
      as at the date of this announcement  immediately upon Completion        
      Number of   % of issued  Number of   % of issued                        
      Shares held   Shares held  Shares held  Shares held                     
        (approximately)    (approximately)                                    
                                                                              
    Giant Glory Assets Limited                                                
      (Note 1)  2,525,075,000  54.62  2,813,425,634  57.29                    
                                                                              
    Honour Great Holdings Limited                                             
      (Note 2)  496,900,000  10.75  496,900,000  10.11                        
    Other public Shareholders  1,600,912,558  34.63  1,600,912,558  32.60     
                                                                              
      4,622,887,558  100.00  4,911,238,192  100.00                            
                                                                              
    Notes:                                                                    
                                                                              
    1.  Giant Glory Assets Limited, a limited liability company               
    incorporated in the British Virgin Islands, is wholly and beneficially    
    owned by Mr. Dai, the chairman of the Company and an executive Director.  
                                                                              
    2.  So far as is known to the Directors, Honour Great Holdings Limited,   
    a limited liability company incorporated in the British Virgin Islands,   
    is wholly and beneficially owned by Ms. Liu Lijuan, who is an             
    Independent Third Party.                                                  
                                                                              
    3.  INFORMATION ON MYWAY