09:59     DENWAY MOTORS<00203> - Announcement (8)                             

    `Guangzhou Automobile           (Guangzhou Automobile                     
    Industry'                      Industry Group Co. Ltd.*), a               
                                   company incorporated in the                
                                   PRC, being the ultimate                    
                                   holding company of the                     
                                   Company                                    
    `Guangzhou Automobile Trading'  (Guangzhou Automobile                     
                                   Industry Trading Co. Ltd.*),               
                                   a company incorporated in the              
                                   PRC and is owned as to 95% by              
                                   GAC and as to 5% by Guangzhou              
                                   Commerce and Industry                      
    `Guangzhou Commerce and         (Guangzhou Automobile Group               
    Industry'                      Commerce and Trading Company               
                                   Limited*), a company                       
                                   incorporated in the PRC and                
                                   is owned as to 95% by                      
                                   (Guangzhou Automobile Group                
                                   Company Limited*) and as to                
                                   5% by  (Guangzhou Motorcycle               
                                   Group Corporation*), both                  
                                   ultimately owned by Guangzhou              
                                   Automobile Industry                        
    `Guangzhou Denway'              (Guangzhou Denway                         
                                   Enterprises Development                    
                                   Company Limited*), a company               
                                   incorporated in the PRC and                
                                   is owned as to 95% by the                  
                                   Company and as to 5% by                    
                                   Smartstate prior to the                    
                                   Acquisition                                
    `Guangzhou Denway Interests'   the 5% equity interests in                 
                                   Guangzhou Denway<ep                        
    `Guangzhou Honda'               (Guangzhou Honda Automobile               
                                   Company Limited), a company                
                                   incorporated in the PRC and                
                                   is owned as to 50% by GAC and              
                                   as to 50% by Honda Motor Co.,              
                                   Limited                                    
    `Guangzhou Honda No.1 Sales'    (Guangzhou Honda Automobile               
                                   No.1 Sales Company Limited*),              
                                   a company incorporated in the              
                                   PRC and is owned as to 51% by              
                                   GAC and as to 49% by                       
                                   Guangzhou Commerce and                     
                                   Industry                                   
    `Group'                        the Company together with its              
                                   subsidiaries, associated                   
                                   companies and jointly                      
                                   controlled entities                        
    `Hong Kong'                    Hong Kong Special                          
                                   Administrative Region of the               
                                   PRC                                        
    `Independent Board Committee'  the independent board                      
                                   committee of the Company                   
                                   comprising three independent               
                                   non-executive directors,                   
                                   namely Mr. Cheung Doi Shu,                 
                                   Mr. Lee Ka Lun and Mr. Fung                
                                   Ka Pun, to advise the                      
                                   Independent Shareholders on                
                                   the Acquisition Agreement,                 
                                   the Shareholder's Loan                     
                                   Assignment and all the                     
                                   transactions contemplated                  
                                   thereunder                                 
    `Independent Shareholders'     the Shareholders other than                
                                   China Lounge and its                       
                                   associates                                 
    `Issue Price'                  the issue price of the                     
                                   Consideration Shares at                    
                                   HK$2.803 per Share                         
    `Listing Rules'                the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock Exchange                             
    `Longstop Date'                the last day falling on the                
                                   ninth month after the date of              
                                   the Acquisition Agreement                  
    `Placing and Subscription      the announcement of the                    
    Announcement'                  Company dated 7 September                  
                                   2000 in relation to the                    
                                   placing of 500,000,000 Shares              
                                   by China Lounge to not less                
                                   than six independent                       
                                   professional and                           
                                   institutional investors and                
                                   the Subscription of                        
                                   350,000,000 new Shares by                  
                                   China Lounge                               
    `PRC'                          the People's Republic of                   
                                   China                                      
    `Relevant Ratio'               any of the five ratios as set              
                                   out in Rule 14.07 of the                   
                                   Listing Rules