Hong Kong, 15 April 2004 - Shui On Construction & Materials Ltd (SOCAM - HKSE 0983) today announced that its independent shareholders have formally approved proposals to inject the company's stake in Rainbow City (Rui Hong Xin Cheng) and US$50 million cash into Shui On Land Limited (SOL), its privately held parent company's new US$1 billion flagship property firm based in the Chinese Mainland. Details of the formation of SOL were announced on 24 February 2004.

SOCAM shareholders voted unanimously in favour of the ordinary resolutions proposed at a Special General Meeting (SGM) today. With approval received from independent shareholders, the company will inject Rainbow City, its premier residential development in Shanghai, in return for US$130 million worth of Ordinary shares in SOL. If mutually agreed performance targets for Rainbow City are achieved, SOCAM will receive an additional bonus of up to US$8.8 million worth of Ordinary shares. SOCAM will also invest US$50 million in cash in return for 50 million Junior Preference SOL shares. When all Preference and Ordinary (including bonus) shares in SOL have been issued, SOCAM will own 20.66% of SOL. The total shareholding of all companies in the Shui On Group, including SOCAM, will give the Group a controlling 61.7%.

"The formation of Shui On Land not only marks a significant milestone in the history of the Shui On Group but also represents an exciting new era for SOCAM," said Mr Vincent H.S. Lo, Chairman and CEO of SOCAM. "It will not only become an investor in an entity (SOL) with a larger land bank in the Chinese Mainland - including the Taipingqiao Redevelopment Project with Shanghai Xintiandi, Corporate Avenue and luxury residential developments in downtown Shanghai - but will also have access to the existing pipeline of Shui On Group projects in Hangzhou and Chongqing."

BNP Paribas Peregrine Capital Limited were appointed to provide SOCAM independent shareholders with impartial financial advice on the transactions.

The transactions are expected to be completed in early May.

NOTES TO EDITORS

About Shui On Construction & Materials Ltd
Shui On Construction & Materials Ltd (SOCAM), a member of the Shui On Group, was listed on the Stock Exchange of Hong Kong in 1997 (HKSE 0983). SOCAM's businesses include property development, cement, construction, construction materials and global materials trading.

About Shui On Group
Shui On Group, the lead developer of Shanghai Xintiandi, was founded in Hong Kong in 1971 by Mr Vincent H.S. Lo. Through the years he has built Shui On from a small construction company into a diversified group engaged in property development, construction and construction materials with interests in Hong Kong, the Chinese Mainland and North America.

About Rainbow City (Rui Hong Xin Cheng)
Rainbow City is an integrated residential development project targeting the fast growing middle-income segment of the Shanghai market. The project covers 40 hectares (119.5 acres) and is conveniently located in Hongkou District, a short journey away from the historic Bund. Rainbow City transforms existing neighbourhoods into a modern residential community complete with full amenities. The project is close to several leading universities and will soon be served by its own Metro station. Upon completion, it will comprise over 90 blocks of high-rise buildings containing some 15,000 units. Approximately 30% of the total site will be landscaped, open area. The total gross floor area of Rainbow City is 1,430,000 square metres (over 15,300,000 square feet).