10:25     CATIC SHENZHEN<00161> - Announcement (6)                            

    If either condition (ii) or (iii) of the aforesaid                        
    conditions cannot be fulfilled or the Nanguang Shares                     
    Portion IV, without default of BJ Exhibition, cannot                      
    be transferred to the Company, the Company will have                      
    the option to terminate the Share Transfer Agreement                      
    IV. In that case, BJ Exhibition is obliged to return                      
    all payment received to the Company together with an                      
    interest based on the 6-months bank lending rate                          
    within 10 days upon termination of the Share Transfer                     
    Agreement IV.                                                             
                                                                              
    When the Share Transfer Agreement IV becomes                              
    effective, the Company will be entitled to all profits                    
    attributable to the Nanguang Shares Portion IV                            
    commencing on 1 January 2004.                                             
                                                                              
    SUMMARY OF THE ACQUISITIONS                                               
    To summarize, the Company entered into the Share                          
    Acquisition Agreements respectively with each of the                      
    Vendors with an aim to acquire the Legal Person Shares                    
    in Nanguang being held by them at the same price of                       
    RMB2.8 per share and on similar terms and in                              
    particular, the Acquisitions are also subject to the                      
    same conditions precedent as stipulated above. A                          
    summary of the Acquisitions is depicted as follows:                       
                                                                              
    Number of Legal Person          % in the Share                            
            Date of                                                           
    Shares in Nanguang to be                Capital of                        
            Consideration           entering into                             
    Vendor  acquired by the Company         Nanguang                          
            involved                agreement                                 
    (RMB)                                                                     
                                                                              
    New Era 14,300,000              10.26%  40,040,000                        
            20/01/2005                                                        
    HS Econ 930,600         0.67%   2,605,680               20/01/2005        
    Xinjiang Group  715,000         0.51%   2,002,000                         
            20/01/2005                                                        
    BJ Exhibition   858,000         0.62%   2,402,400                         
            20/01/2005                                                        
            ---------------------------------------------                     
    Total   16,803,600              12.06%  47,050,080                        
            =============================================                     
                                                                              
    The consideration of the Acquisitions has been                            
    determined by reference to the profit level of                            
    Nanguang for 2003 and the net assets value of Nanguang                    
    as at 30 September 2004 and is roughly equivalent to                      
    a 14-times of the earnings per share of RMB0.20 in                        
    its 2003 audited results and the unaudited figure of                      
    its net assets value per share of RMB2.24 (i.e.                           
    RMB312,219,978/139,325,472 shares) as at 30                               
    September 2004 plus a 25% premium. The consideration                      
    of the Acquisitions will be satisfied by the Company's                    
    internal source of funds.                                                 
                                                                              
    The shareholding structures of Nanguang both prior                        
    to and subsequent to the Acquisitions are depicted                        
    in the following charts:                                                  
                                                                              
    I.      Prior:                                                            
                                                                              
    II.     Subsequent:                                                       
                                                                              
    INFORMATION ON NANGUANG SHARES AND NANGUANG                               
    The Nanguang Shares comprise 16,803,600 Legal Person                      
    Shares, representing 12.06% of the issued capital of                      
    Nanguang. The average closing price of Nanguang's                         
    A-shares in the previous five transaction days                            
    immediately before the date of the Share Transfer                         
    Agreements was RMB8.394 per share.                                        
                                                                              
    Nanguang is a joint stock limited company