09:36 SHANGHAI ZENDAI<00755>-Announcement&Resumption of Trading(5) The Group is principally engaged in property investment and development in the PRC. Over the past few years, the Group has successfully completed several property development projects in Shanghai including Shui Qing Mu Hua and Zendai Jia Yuan and it has established itself as a reputable property developer in Shanghai. Taking into account of the Group's successful experience in property development in Shanghai, the Board is optimistic about the prospect of the property market in Shanghai and its close surrounding areas. Haimen, Jiangsu Province, the PRC, is located in close proximity to Shanghai, one of the fastest growing financial centres in Asia, and is considered to be within in "One-hour Economic Zone" (*) in the greater Shanghai region. Leveraging on such geographical advantage, Haimen has experienced fast economic growth over the past few years and the Directors believe that such fast economic growth will continue in the future. In anticipation of the promising economic growth in Haimen, Jiangsu Province, the PRC, the Directors are confident with the prospect of the property market in Haimen, the PRC. The Directors consider that the Acquisition provides the Group an invaluable opportunity to capitalize on the promising property market in Haimen, Jiangsu Province, the PRC as well as to replenish its land reserve to cater for future development. In doing so, the Directors expect that the Group's future revenue and earning bases could be improved and it will be in the interest of the Group and the Shareholders as a whole. 5. GENERAL 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. An independent board committee of the Company, comprising Mr. Lo Mun Lam, Raymond, Mr. Lai Chik Fan and Mr. Ma Chi Kui, Sandroff, all being independent non-executive Directors, has been set up to advise the Independent Shareholders on the terms of the Sale and Purchase Agreement. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders accordingly. 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 respect of the Acquisition and a notice of the SGM will be despatched to the Shareholders within 21 days after the date of publication of this announcement. Further announcement will be made in respect of the results of the SGM. Trading in the Shares on the Stock Exchange was suspended at the request of the Company with effect from 9:30 a.m. on 29 April 2005 pending the release of this announcement. Application has been made to the Stock Exchange for a resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 5 May 2005. Reference is made to the announcement of the Company dated 21 April 2005 in relation to the clarification of certain information contained in various articles (the "Clarification Announcement"). As stated in the Clarification Announcement, as at the date thereof, there was no negotiation in relation thereto and the Company had no timetable nor any concrete plan to inject any of the assets owned by Mr. Dai's private companies into the Group, although the Company did not rule out such possibility. The preliminary negotiation between Mr. Dai and the Company regarding the Acquisition commenced on 25 April 2005, after the publication of the Clarification Announcement. In addition, the Directors would like to state that following the Acquisition, the Group might commence the feasibility study on whether to acquire interests owned by Mr. Dai or his associates. In the event that any such future acquisition(s) is(are) being materialized, the Company would do so in accordance with the Listing Rules. 6. DEFINITIONS