10:25     CATIC SHENZHEN<00161> - Announcement (5)                            

    terminate the Share Transfer Agreement III. In that                       
    case, Xinjiang Group 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 III.                     
                                                                              
    When the Share Transfer Agreement III becomes                             
    effective, the Company will be entitled to all profits                    
    attributable to the Nanguang Shares Portion III                           
    commencing on 1 January 2004.                                             
                                                                              
    THE SHARE TRANSFER AGREEMENT IV                                           
    Date    :       20 January 2005                                           
                                                                              
    Parties                                                                   
    Vendor  :       BJ Exhibition                                             
    Purchaser       :       the Company                                       
                                                                              
    Assets to be acquired                                                     
    The Nanguang Shares Portion IV (being 858,000 Legal                       
    Person Shares free from encumbrance, which represent                      
    0.62% of the issued capital of Nanguang).                                 
                                                                              
    Consideration and Payment                                                 
    The consideration of the Acquisition IV is                                
    RMB2,402,400 (equivalent to approximately                                 
    HK$2,266,415) (being RMB2.8 per share x 858,000                           
    shares) and is payable by the Company to BJ Exhibition                    
    pursuant to the following schedule:                                       
                                                                              
    1.      Within 10 days upon granting of approval by the                   
    State-owned Assets Supervision and Administration                         
    Commission (*, an initial payment of                                      
    RMB720,720 (equivalent to approximately HK$679,925),                      
    being 30% of the total consideration of the                               
    Acquisition IV (formal application for approval will                      
    be submitted to the authority subsequent to signing                       
    of the Share Transfer Agreement IV);                                      
                                                                              
    2.      Within 10 days upon registration with the China                   
    Securities Depository and Clearing Corporation                            
    Limited, Shenzhen Branch (*), to transfer the Nanguang Shares Portion     
    IV to the name of the Company, a further payment of                       
    RMB1,201,200 (equivalent to approximately                                 
    HK$1,133,208), being 50% of the total consideration                       
    of the Acquisition IV; and                                                
                                                                              
    3.      Within 10 days upon registration with the Shenzhen                
    Administration Bureau for Industry and Commerce, (*), of the transfer of  
    the Nanguang                                                              
    Shares Portion IV, the balance of RMB480,480                              
    (equivalent to approximately HK$453,283), being 20%                       
    of the total consideration of the Acquisition IV.                         
                                                                              
    Conditions Precedent                                                      
    The Share Transfer Agreement IV will become effective                     
    upon fulfillment of the following conditions:                             
                                                                              
    (i)     obtaining of approval by BJ Exhibition from the                   
    supervising State-owned Assets Supervision and                            
    Administration Commission;                                                
                                                                              
    (ii)    obtaining of approval by the Shareholders in the                  
    general meeting of the Company; and                                       
                                                                              
    (iii)   obtaining of waiver by the China Securities                       
    Regulatory Commission regarding the Company's                             
    obligation to make general offer to all the                               
    shareholders of Nanguang.