10:00     DENWAY MOTORS<00203> - Announcement (9)                             

    `Sale Share'                   the one (1) share of US$1.00               
                                   in the issued share capital                
                                   of Smartstate which is                     
                                   legally and beneficially                   
                                   owned by City Achieve,                     
                                   representing 100% of the                   
                                   issued share capital of                    
                                   Smartstate                                 
    `Share(s)'                     ordinary shares of HK$0.10                 
                                   each in the share capital of               
                                   the Company                                
    `Shareholder(s)'               holder(s) of the Shares                    
    `Shareholder's Loan'           an amount of HK$56,272,916.95              
                                   which is outstanding,                      
                                   repayable upon demand and                  
                                   owing by Smartstate to City                
                                   Achieve as at the date of the              
                                   Acquisition Agreement and at               
                                   Completion in respect of an                
                                   interest-free and unsecured                
                                   loan made available by City                
                                   Achieve to Smartstate                      
    `Shareholder's Loan            the assignment of the                      
    Assignment'                    Shareholder's Loan to be                   
                                   entered into between City                  
                                   Achieve, the Company and                   
                                   Smartstate at Completion in                
                                   respect of the assignment of               
                                   the Shareholder's Loan from                
                                   City Achieve as assignor to                
                                   the Company as assignee based              
                                   on the same terms and                      
                                   conditions upon which the                  
                                   Shareholder's Loan is made                 
                                   available by City Achieve to               
                                   Smartstate immediately prior               
                                   to Completion                              
    `Smartstate'                   Smartstate Investments                     
                                   Limited, a company                         
                                   incorporated in the British                
                                   Virgin Islands, the principal              
                                   asset of which is being the                
                                   holding of the Guangzhou                   
                                   Denway Interests                           
    `Stock Exchange'               The Stock Exchange of Hong                 
                                   Kong Limited                               
    `Subscription'                 the subscription of                        
                                   350,000,000 new Shares by                  
                                   China Lounge as announced by               
                                   the Company on 7 September                 
                                   2000 as referred to in the                 
                                   Placing and Subscription                   
                                   Announcement                               
    `Total Consideration'          the amount of HK$996,215,000,              
                                   being the aggregate sum of                 
                                   the Acquisition                            
    `HK$'                          Hong Kong dollars, the lawful              
                                   currency of Hong Kong                      
    `US$'                          US dollars, the lawful                     
                                   currency of the United States              
                                   of America                                 
    `RMB'                          Renminbi, the lawful currency              
                                   of the PRC                                 
    `%'                            per cent                                   
                                                                              
                                                                              
                                                                              
                                                                              
    Note:                                                                     
    For illustration purpose, this announcement has adopted exchange          
    rates of HK$1.00 = RMB1.06 and US$1.00 = HK$7.8.                          
                                                                              
    As at the date of this announcement, the Board is comprised of the        
    following Directors:                                                      
                                                                              
    Executive Directors                                                       
    Mr. ZHANG Fangyou, Mr. LU Zhifeng, Mr. YANG Dadong, Mr. ZHANG             
    Baoqing, Mr. ZENG Qinghong, and Mr. DING Baoshan.                         
                                                                              
    Independent non-executive Directors                                       
    Mr. CHEUNG Doi Shu, Mr. LEE Ka Lun and Mr. FUNG Ka Pun.                   
                                                                              
                                   By order of the Board Denway               
                                   Motors Limited                             
                                   Zhang Baoqing                              
                                   Managing Director                          
                                                                              
                                                                              
    Hong Kong, 3 January 2005                                                 
                                                                              
    * For the Chinese name, please refer to the press announcement today.