09:53 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-3 HK$212,058) Yueqing, 20.09% RMB198,809,120 Approximately incorporated (approximately RMB121,668,499 in the HK$187,555,773) (approximately PRC HK$114,781,603) Guangzhou 23.63% RMB234,336,864 Approximately Cement, (approximately RMB143,691,999 incorporated HK$221,072,513) (approximately in the PRC HK$135,558,490) Notes: 1. The shareholders' loans are for a term of 10 years and the annual interest rate is 10% from the date Qinglian Company received the relevant shareholder's loans. 2. Subject to the Sun Yue Acquisition. Spring Sun and its ultimate shareholder, Mr. Chung, are Independent Third Parties. Sun Yue Traffic is 49% beneficially and indirectly owned by Guangdong Communications Group Company . Guangdong Communications Group Company also holds the entire issued share capital of Guangdong Roads and Bridges Construction Development Company Limited which is a promoter of the Company holding approximately 2.96% equity interest of the Company. Yueqing is 84% owned by Guangdong Roads and Bridges Construction Development Company Limited (the promoter of the Company mentioned above). As far as the Directors are aware of, save as disclosed above, all existing shareholders of Qinglian Company or their respective ultimate shareholders are Independent Third Parties. THE FRAMEWORK AGREEMENT DATE OF AGREEMENT 3 February 2005 PARTIES (1) Mr. Chung; (2) Spring Sun; (3) Great Eagle; (4) Maxprofit; (5) Zhuhai New Chang Jiang; (6) Mei Wah; and (7) the Company. Mr. Chung is the beneficial and registered owner of all the shares in Spring Sun and Maxprofit. THE TRANSACTIONS The Framework Agreement sets out the Company's intention to acquire all of the interest of each of Spring Sun and Great Eagle in Qinglian Company (in the case of Great Eagle derived from its agreement with Sun Yue Traffic), so as to effectively control an aggregate of 56.28% of the equity interest of Qinglian Company, and to acquire the benefit of an aggregate HK$523,033,797's equivalent of shareholder's loans extended to Qinglian Company and an aggregate amount of accrued interest thereon of approximately HK$391,752,770 as at 31 December 2004. The aggregate consideration for the Acquisition will be RMB1,839,200,000 (approximately HK$1,735,094,339) comprising (1) RMB1,110,000,000 (approximately HK$1,047,169,811) payable for the acquisition of the 17.1% equity interest of Spring Sun in Qinglian Company together with all the shareholder's loan and interest (for details of the transaction, please refer to the section headed `The Spring Sun Acquisition Agreement'); (2) RMB390,000,000 (approximately HK$367,924,528) payable for the acquisition of all the issued share capital of Spring Sun (or all the issued share capital of Maxprofit, a newly incorporated company designated by Mei Wah) holding 25% equity interest in Qinglian Company (for details of the transaction, please refer to the section headed `The Mei Wah Acquisition Agreement'), and (3) RMB339,200,000 (approximately HK$320,000,000) payable for the acquisition of the 14.18% equity interest of Great Eagle in Qinglian Company together with shareholder's loans and interest (derived from its agreement with Sun Yue Traffic) (for details of the transaction, please refer to the section headed `The Great Eagle Acquisition Agreement'). Details of the aggregate consideration are summarized as follows: Interests to be acquired Transaction Consideration (1) Equity interest in Qinglian Company RMB HK$ equivalent Spring Sun 1,110,000,000 1,047,169,811 Acquisition Mei Wah Acquisition 390,000,000 367,924,528 Great Eagle 339,200,000 320,000,000