It is based on the novel The Sing-song Girls of Shanghai (1892) by Han Bangqing, which was originally written in the Wu language (吳語) and translated into Mandarin Chinese by Eileen Chang.

The film stars Tony Leung as a wealthy patron and Michiko Hada, Annie Shizuka Inoh, Shuan Fang, Jack Kao, Carina Lau, Rebecca Pan, Michelle Reis and Vicky Wei as "flower girls" in four high-end Shanghai brothels.

Master Wang leaves the prostitute Crimson at the end of their "four-or-five" year relationship after he is refused her hand in marriage.

Eileen Chang's commentary on the Mandarin text makes it clear: "Xiansheng" or "Xi sang" in Wu is pronounced as "sing song".

[6] Hou Hsiao-Hsien originally intended to shoot Flowers of Shanghai in China, but the application was not approved by the Chinese government.

The long takes are edited by using fade-ins and fade-outs imitating the rhythm of breathing, which also allow the viewers to have enough time to fully appreciate the recreation of old Shanghai on screen.

[8] Ah Cheng (Zhong Acheng, 鍾阿城) was responsible for sourcing and ordering most of the costumes and props for the film from China.

He proposed to Hou that the film should not use electric bulbs but be lit with candles to give the room a warm and nostalgic atmosphere.