09:50     FORTE<02337> - Announcement (3)                                     

    provided by the Company, are in the interest of the Company and its       
    shareholders as a whole as it will further expand the Group's market      
    share in the Beijing property market. The Directors (including the        
    independent non-executive Directors) confirmed that the terms of the      
    Equity Transfer Agreements and the Debts Repayment Agreement are fair     
    and reasonable and in the interests of the shareholders of the            
    Company as a whole.                                                       
                                                                              
    Implications under the Listing Rules                                      
    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.                                                              
                                                                              
    General                                                                   
    The Group is principally engaged in the development and sale of high      
    quality residential properties the PRC.                                   
                                                                              
    As at the date of this announcement, the executive Directors of the       
    Company are Mr. Guo Guangchang, Mr. Fan Wei and Mr. Ding Guoqi, the       
    non-executive Director is Mr. Feng Xiekun and the independent             
    non-executive Directors are Mr. Charles Nicholas Brooke, Mr. Chen         
    Yingjie, Mr. Zhang Hongming and Ms Wang Meijuan.                          
                                                                              
    Definitions                                                               
    `Beijing Baihong'               (Beijing Baihong Property                 
                                   Development Limited), a                    
                                   limited liability company                  
                                   established in the PRC                     
    `Beijing Forte Huafang'         (Beijing Forte Huafang                    
                                   Property Development                       
                                   Limited), a company                        
                                   established in the PRC with                
                                   limited liability which is a               
                                   subsidiary of the Company and              
                                   owned by the Company as to                 
                                   80% equity interest and the                
                                   remaining 20% equity                       
                                   interests is held by                       
                                   (Beijing Huafang Investment                
                                   Company), which is                         
                                   independent from Xianjiang                 
                                   Xintian, Beijing Wanhe and                 
                                   the ultimate beneficial                    
                                   owners of Xianjiang Xintian                
                                   and Beijing Wanhe                          
    `Beijing Wanhe'                 (Beijing Wanhe Hengyun Trade              
                                   Group), a joint stock company              
                                   established in the PRC                     
    `Beijing Xidan Jiahui'          (Beijing Xidan Jiahui                     
                                   Property Development                       
                                   Limited), a company                        
                                   established in the PRC with                
                                   limited liability which is                 
                                   owned as to 80% and 20%                    
                                   equity interest by the                     
                                   Company and Beijing Forte                  
                                   Huafang respectively and also              
                                   a subsidiary of the Company                
    `Board' or `Directors'         the board of directors of the              
                                   Company                                    
    `Company'                       (Shanghai Forte Land Co.,                 
                                   Ltd.)                                      
    `Debts Repayment Agreement'    a Debts Repayment                          
                                   Agreemententered into among                
                                   Xinjiang Xintian, Beijing                  
                                   Baihong and the Company on 30              
                                   April 2005, pursuant to which              
                                   the Company provides a                     
                                   guarantee for the repayment                
                                   of debts of Beijing Baihong                
                                   owed to Xinjiang Xintian, in               
                                   an aggregate anount of                     
                                   RMB894,432,152.78                          
    `Equity Transfer Agreements'   the First Equity Transfer                  
                                   Agreement, the Second Equity               
                                   Agreement and the Third                    
                                   Equity Transfer Agreement                  
    `First Equity Transfer         an equity transfer agreement               
    Agreement'                     dated 15 March 2005 entered                
                                   into between Xinjiang Xintian              
                                   and Beijing Forte Huafang in               
                                   relation to the acquisition                
                                   of a 52% equity interest in                
                                   Beijing Baihong by Beijing                 
                                   Forte Huafang from Xinjiang                
                                   Xintian, subject to the terms