09:35 SHANGHAI ZENDAI<00755>-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. This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares. SHANGHAI ZENDAI PROPERTY LIMITED (Incorporated in the Bermuda with limited liability) (Stock Code: 755) DISCLOSEABLE AND CONNECTED TRANSACTION The Board is pleased to announce that, on 29 April 2005, the Company entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the entire issued share capital of Myway for an aggregate consideration of HK$100,000,000, which shall be satisfied as to (i) HK$50,000,000 by cash; and (ii) HK$50,000,000 by the allotment and issue of 288,350,634 Consideration Shares at HK$0.1734 each to the Vendor. The 288,350,634 Consideration Shares represent approximately 6.24% of the issued share capital of the Company as at the date of this announcement and approximately 5.87% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares. Myway is an investment holding company. As at the date of this announcement, Myway owns approximately 90.91% interests in the registered capital of Haimen Zendai and the remaining 9.09% interest is owned by an associate of Mr. Dai. Save as its interest in Haimen Zendai, Myway does not own any other investment. Haimen Zendai is a sino-foreign equity joint venture established in the PRC principally engaged in property development and property management services in the PRC. As at the date of this announcement, it owns a parcel of land in Haimen, Jiangsu Province, the PRC, for the development of a residential and commercial property project named "*" ("Zendai Garden-Riverside Town "). The terms and conditions of the Acquisition have been determined after arm's length negotiations between the parties to the Sale and Purchase Agreement with reference to the adjusted net asset value of Haimen Zendai of approximately HK$110,859,696 ("Adjusted NAV"), which in turn is based on the audited net asset value of Haimen Zendai as at 31 December 2004 of approximately RMB105,597,270 (equivalent to approximately HK$99,620,066) as audited by a PRC auditor and the contribution to the registered capital of Haimen Zendai of approximately HK$11,239,630 by Myway subsequent to 31 December 2004. The 90.91% attributable interest of the Adjusted NAV amounted to approximately HK$100,782,550. The consideration of HK$100,000,000 represents a discount of approximately 0.78% to the 90.91% attributable interest of the Adjusted NAV. The preliminary valuation of the parcel of land held by Haimen Zendai amounted to approximately RMB210,000,000 (equivalent to approximately HK$198,113,208) as at 28 April 2005 (subject to the issuance of the respective valuation certificates) as valued by Sallmanns (Far East) Limited, an independent valuer which is an Independent Third Party. The Directors consider that the terms and conditions of the Acquisition are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Pursuant to the Listing Rules, the Acquisition constitutes a discloseable transaction of the Company. As at the date of this announcement, the Vendor is beneficially and wholly-owned by Mr. Dai, being an executive Director and the chairman of the Company and interested in the entire issued share capital of Giant Glory, which is the controlling Shareholder holding approximately 54.62% interest in the entire issued share capital of the Company as at the date of this announcement. Accordingly, the Acquisition also constitutes a connected transaction of the Company under the Listing Rules and is subject to the approval of the Independent Shareholders at the SGM by way of poll. Mr. Dai and his associates holding approximately 54.62% interest in the entire issued share capital of the Company will abstain from voting in respect of the ordinary resolution to be proposed at the SGM to approve the Acquisition and the allotment and issue of the Consideration Shares. A circular containing, among other things, details of the Acquisition, a letter from the independent board committee of the Company giving recommendations to the Independent Shareholders in respect of the Acquisition, a letter from an independent financial adviser advising the independent board committee and the Independent Shareholders in