09:36 SHANGHAI ZENDAI<00755>-Announcement&Resumption of Trading(6) In this announcement, the following words and phases have the following meanings: "Acquisition" the proposed acquisition of the entire issued share capital of Myway by the Company for a consideration of HK$100,000,000 which shall be satisfied as to HK$50,000,000 by cash and HK$50,000,000 by the allotment and issue of 288,350,634 Consideration Shares at HK$0.1734 each to the Vendor pursuant to the Sale and Purchase Agreement "associate(s)" have the meaning ascribed to it in the Listing Rules "Board" the board of Directors "Business Day" a day (other than a Saturday and Sunday) on which banks are open for business in Hong Kong "Company" Shanghai Zendai Property Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Completion" the completion of the Acquisition, which shall take place on the fifth Business Days following the fulfilment of all the conditions (or such other date as the parties to the Sale and Purchase Agreement may otherwise agree) "Consideration Shares" the 288,350,634 new Shares to be allotted and issued to the Vendor at HK$0.1734 each as part of the consideration for the proposed Acquisition pursuant to the Sale and Purchase Agreement "Director(s)" the director(s) of the Company "Giant Glory" Giant Glory Assets Limited, a limited company incorporated in the British Virgin Islands and is the controlling Shareholder holding approximately 54.62% of the entire issued share capital of the Company as at the date of this announcement "Group" the Company and its subsidiaries "Haimen Zendai" * (Haimen Zendai Riverside Real Estate Limited), is a sino-foreign equity joint venture established in the PRC and the registered capital of which is owned as to 90.91% by Myway and the remaining 9.09% is owned by an associate of Mr. Dai "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Shareholders" Shareholders other than Mr. Dai, Giant Glory and their respective associates "Independent Third Party(ies)" person(s) or company(ies) together with its/their ultimate beneficial owner(s) who or which is/are, to the best of the Director's knowledge, information and belief having made all reasonable enquiry, third part(ies) independent of the Group and its connected person(s) (as defined in the Listing Rules) "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "Mr. Dai" Mr. Dai Zhikang, an executive Director and the chairman of the Company and is interested in the entire issued share capital of Giant Glory "Myway" Myway Developments Limited, a company incorporated in the British Virgin Islands with limited liability which is beneficially and wholly owned by the Vendor "PRC" the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan "Sale and Purchase Agreement" the sale and purchase agreement dated 29 April 2005 entered into between the Company and the Vendor in respect of the Acquisition "SGM" the special general meeting of the Company to be convened for the purpose of approving the Sale and Purchase Agreement and the transactions contemplated thereunder "Share(s)" share(s) of HK$0.02 each in the capital of the Company "Shareholder(s)" holder(s) of the Shares "Stock Exchange" The Stock Exchange of Hong Kong Limited "Vendor" * (Zendai Investment Developments Limited), a company