09:50     FORTE<02337> - Announcement (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.               
                                                                              
    SHANGHAI FORTE LAND CO., LTD.*                                            
    (a sino-foreign joint stock limited company incorporated in the           
    People's Republic of China with limited liability)                        
                                                                              
    (Stock Code: 2337)                                                        
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
                                                                              
    The Directors of Shanghai Forte Land Co., Ltd. (the `Company')            
    are pleased to announce that two of the Company's subsidiaries,           
    namely Beijing Forte Huafang and Beijing Xidan Jiahui, entered into       
    the respective Equity Transfer Agreements with Xinjiang Xintian and       
    Beijing Wanhe, on 15 March 2005 and 31 March 2005 respectively,           
    pursuant to which (i) Beijing Forte Huafang shall acquire from            
    Xinjiang Xintian a 52% of equity interest in Beijing Baihong for a        
    consideration of RMB15,600,000; (ii) Beijing Forte Huafang shall          
    acquire from Beijing Wanhe a 8% equity interest Beijing Baihong for a     
    consideration of RMB2,400,000; and (iii) Beijing Xidan Jiahui shall       
    acquire from Xinjiang Xintian a 40% equity interest in Beijing            
    Baihong for a consideration of RMB12,000,000, respectively. Each of       
    the Equity Transfer Agreements is conditional upon the execution of       
    the Debts Repayment Agreement.                                            
                                                                              
    The Company also entered into the Debts Repayment Agreement with          
    Xinjiang Xintian and Beijing Baihong on 30 April 2005, pursuant to        
    which the Company agreed to provide a guarantee in favour of Xinjiang     
    Xintian for repayment of the debts owed by Beijing Baihong to             
    Xinjiang Xintian in an aggregate amount of RMB894,432,152.78.             
                                                                              
    Beijing Baihong is a limited liability company established in the         
    PRC, principally engaged in the development of two property               
    development projects in Beijing. Upon completion of the Equity            
    Transfer Agreements, Beijing Forte Huafang and Beijing Xidan Jiahui       
    shall own 60% and 40% equity interests of Beijing Baihong,                
    respectively.                                                             
                                                                              
    The acquisitions of an aggregate of 60% and 40% equity interests in       
    Beijing Baihong by the Beijing Forte Huafang and Beijing Xidan            
    Jiahui, respectively under the Equity Transfer Agreements, together       
    with the guarantee provided by the Company in favour of Xinjiang          
    Xintian under the Repayment of Debts Agreement, would be aggregated       
    based on the principle of aggregation of transactions pursuant to         
    Rule 14.22 of the Listing Rules and are therefore considered as a         
    discloseable transaction of the Company under the Listing Rules. A        
    circular containing details of the acquisitions and the guarantee         
    will be dispatched to the shareholders of the Company as soon as          
    practicable.                                                              
                                                                              
                                                                              
    The Directors of the Company are pleased to announce that the             
    Company's subsidiaries, namely Beijing Forte Huafang and Beijing          
    Xidan Jiahui, entered into the respective Equity Transfer Agreements      
    with Xinjiang Xintian and Beijing Wanhe, on 15 March 2005 and 31          
    March 2005 respectively, pursuant to which Beijing Forte Huafang and      
    Beijing Xidan Jiahui shall acquire an aggregate of 60% and 40% equity     
    interests in Beijing Baihong, respectively from Xinjiang Xintian and      
    Beijing Xidan Jiahua in accordance with the terms and conditions as       
    contemplated under the Equity Transfer Agreements.                        
                                                                              
    The Company also entered into the Debts Repayment Agreement on 30         
    April 2005 with Xinjiang Xintian and Beijing Baihong, pursuant to         
    which the Company agreed to provide a guarantee in favour of Xinjiang     
    Xintian for repayment of debts owed by Beijing Baihong to Xinjiang        
    Xintian.                                                                  
                                                                              
    Equity Transfer Agreements                                                
    1.                                                                        
    First Equity Transfer Agreement                                           
    (a) Vendor:                    Xinjiang Xintian                           
    (b) Purchaser:                 Beijing Forte Huafang                      
    (c) Equity interest to be      a 52% equity interest in                   
    acquired:                      Beijing Baihong                            
    (d) Consideration:             RMB15,600,000                              
                                                                              
    2.                                                                        
    Second Equity Transfer Agreement                                          
    (a) Vendor:                    Beijing Wanhe                              
    (b) Purchaser:                 Beijing Forte Huafang                      
    (c) Equity interest to be      a 8% equity interest in                    
    acquired:                      Beijing Baihong                            
    (d) Consideration:             RMB2,400,000