09:53 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-4 Acquisition Total 1,839,200,000 1,735,094,339 Note: The sum is arrived at the respective considerations minus the respective shareholder's loans and accrued interests. For the Great Eagle Acquisition, the consideration is mainly based on the agreed consideration between Great Eagle and Sun Yue Traffic pursuant to the Sun Yue Acquisition. The consideration for Spring Sun Acquisition is RMB1,110,000,000 (approximately HK$1,047,169,811), which represents the 17.1% equity interest in Qinglian Company and a shareholder's loan of US$50,180,127 (approximately HK$391,404,991) and the accrued interest amounted to US$40,806,241 (approximately HK$318,288,681) as at 31 December 2004. For Mei Wah Acquisition, the consideration is RMB390,000,000 (approximately HK$367,924,528), which represents 25% equity interest in Qinglian Company only. Mei Wah Acquisition and Spring Sun Acquisition are indeed part and parcel transaction and the respective considerations should be aggregated as one consideration, which is approximately RMB1.5 billion. This aggregate consideration was arrived at after arm's length negotiations between the Company, Mr Chung and Spring Sun and the basis of which is higher than that of Great Eagle Acquisition since it reflects the premium to be paid for the controlling stake in Qinglian Company. As Spring Sun only holds 42.1% equity interest in Qinglian Company but the Company intends to obtain the majority interest in Qinglian Company, Mr. Chung agreed that he would negotiate with other joint venture partners of Qinglian Company to ensure that the Company can obtain a majority interest in Qinglian Company. Against this background, Great Eagle reached an agreement with Sun Yue Traffic pursuant to which Sun Yue Traffic agreed to transfer all its 14.18% equity interest in Qinglian Company together with the shareholder's loan and interest of Sun Yue Traffic in Qinglian Company to Great Eagle first. After Great Eagle successfully reached such an agreement with Sun Yue Traffic on 28 January 2005, the Company agreed to purchase such interest from Great Eagle by the Great Eagle Acquisition Agreement. The overall acquisition under the Framework Agreement is the subject of three separate detailed agreements described in detail in the rest of this announcement. The first agreement involves the Spring Sun Acquisition, pursuant to which the Company will acquire from Spring Sun 17.1% out of its 42.1% equity interest in Qinglian Company together with the shareholder's loan of US$50,180,127 (approximately HK$391,404,991) previously extended by Spring Sun to Qinglian Company and all accrued interest amounting to US$40,806,241 (approximately HK$318,288,681) as at 31 December 2004 thereon. The second agreement involves the Mei Wah Acquisition (which will be completed after completion of the Spring Sun Acquisition), pursuant to which Mei Wah, which is a wholly-owned subsidiary of the Company incorporated in Hong Kong will acquire from Mr. Chung all the issued share capital of Spring Sun (or all the issued share capital of Maxprofit, a newly incorporated company designated by Mei Wah) which holds the remaining 25% equity interest in Qinglian Company. The Company has absolute discretion to determine that the aforesaid transactions shall be completed by: (1) the Company acquiring the 25% equity interest in Qinglian Company directly from Spring Sun or Maxprofit; or (2) Mei Wah or a company designated by Mei Wah acquiring the entire issued share capital of Spring Sun which holds 42.1% equity interest in Qinglian Company. Qinglian Company is a Sino-foreign cooperative joint venture. As the Company would like to retain the status of Qinglian Company as a Sino-foreign cooperative joint venture after the Acquisition, the Company decided to use Mei Wah, a wholly owned subsidiary of the Company incorporated in Hong Kong as the foreign party to indirectly hold the 25% equity interest in Qinglian Company. If on or before 31 December 2005, the Company cannot obtain the relevant governmental approval for the increase in the registered capital of Mei Wah to complete the Mei Wah Acquisition, and the Company has to acquire the 25% equity interest in Qinglian Company held by Spring Sun or Maxprofit (if Spring Sun has completed the transfer of 25% equity interest in Qinglian Company to Maxprofit) directly, with the effect that Qinglian Company will no longer be a Sino-foreign cooperative joint venture, the consideration of RMB390,000,000 (approximately HK$367,924,528) under Mei Wah Acquisition shall be reduced by an amount equivalent to HK$50,000,000 (approximately RMB53,000,000), which has been arrived at after arm's length negotiation between the Company and the parties. In such a case, the Company and Spring Sun (or as the case may be, Maxprofit) will enter into an agreement to replace the current Mei Wah Acquisition Agreement and such acquisition shall be completed on or before 31 March 2006. As Mei Wah does not have sufficient funds to finance the acquisition independently, the Company, being its parent company, has to get the relevant government approvals for transmitting funds in the PRC to Hong Kong for Mei Wah by way of increasing its registered capital. Since the Acquisition is still subject to Shareholders' approval, the Company has not yet applied for the approval for the increase in the