09:54     SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-7         

    Wah Acquisition, such acquisition must be completed on or before 31       
    March 2006;                                                               
                                                                              
    (e)                                                                       
    The release of the existing charge over Spring Sun's 42.1% equity         
    and debt interests in Qinglian Company according to the Wuyang ICBC       
    Undertaking;                                                              
                                                                              
    (f)                                                                       
    All other necessary consents, approvals, registrations and filings        
    being given for the transactions contemplated under the Framework         
    Agreement.                                                                
                                                                              
    Should any of the conditions precedent not be fulfilled, the Company      
    will have the option to terminate all the transactions under the          
    Framework Agreement and accordingly Mr. Chung, Spring Sun (and/or         
    Maxprofit) and Great Eagle will be obliged to return all prior            
    payments received from the Company and/or Mei Wah including the           
    down-payments described below. In such a case, the Company will make      
    an announcement accordingly.                                              
                                                                              
    GUARANTORS                                                                
    Mr. Chung, Spring Sun, Maxprofit and Great Eagle jointly and              
    severally guarantee the performance of their respective obligations       
    in the Framework Agreement and the related agreements. Zhuhai New         
    Chang Jiang guarantees the performance of the obligations by Mr.          
    Chung, Spring Sun, Maxprofit and Great Eagle in the Framework             
    Agreement and the related agreements.                                     
                                                                              
    THE SPRING SUN ACQUISITION AGREEMENT                                      
                                                                              
    DATE OF THE AGREEMENT                                                     
    3 February 2005                                                           
                                                                              
    PARTIES                                                                   
    Purchaser:                     The Company                                
    Vendor:                        Spring Sun                                 
    Guarantors:                     (1)  Mr. Chung  (2)                       
                                   Maxprofit  (3)  Great Eagle                
                                   (4)  Zhuhai New Chang                      
                                   Jiang                                      
                                                                              
    THE TRANSACTION                                                           
    The Company will acquire from Spring Sun 17.1% out of its 42.1%           
    equity interest in Qinglian Company, together with the US$50,180,127      
    (approximately HK$391,404,991) shareholder's loan previously extended     
    by Spring Sun to Qinglian Company and all accrued interest thereon,       
    amounting to US$40,806,241 (approximately HK$318,288,681) as at 31        
    December 2004. Spring Sun is providing such full warranties as are        
    customary for such similar transactions, including warranties that it     
    has title to such assets to be acquired by the Company and the            
    freedom of such acquired assets from any encumbrances whatsoever          
    other than the charge in favour of Wuyang ICBC mentioned below.           
                                                                              
    CONSIDERATION                                                             
    The consideration for the Spring Sun Acquisition Agreement is             
    RMB1,110,000,000 (approximately HK$1,047,169,811) payable according       
    to the following schedule:                                                
                                                                              
    (1)                                                                       
    Down-payment of RMB425,466,100 (approximately HK$401,383,113)             
    payable by the Company in four installments as follows:                   
                                                                              
    (i)                                                                       
    A sum of RMB30,000,000 (approximately HK$28,301,887) into an account      
    jointly controlled by Great Eagle, the Company and the bank in the        
    name of Great Eagle within 3 working days after the execution of the      
    Spring Sun Acquisition Agreement and the completion of registration       
    of the charge over shares in Spring Sun in favour of Mei Wah, such        
    sum shall only be used by Great Eagle for the purpose of Sun Yue          
    Acquisition;                                                              
                                                                              
    (ii)                                                                      
    A sum of RMB310,466,100 (approximately HK$292,892,547) into an            
    account jointly controlled by Great Eagle, the Company and the bank       
    in the name of Great Eagle within 13 working days after the execution     
    of the Spring Sun Acquisition Agreement and the completion of             
    registration of the charge over shares in Spring Sun in favour of Mei     
    Wah for the purposes of procuring the issue of a bank guarantee in        
    the amount of RMB310,466,100 (approximately HK$292,892,547) in favor      
    of Sun Yue Traffic that can be called upon by Sun Yue Traffic once        
    the Sun Yue Acquisition has received approval from the approval           
    authority, such sum shall only be used by Great Eagle for the purpose     
    of Sun Yue Acquisition;                                                   
                                                                              
    (iii)                                                                     
    A sum of RMB55,000,000 (approximately HK$51,886,792) pay to an            
    account designated by Spring Sun within 3 working days after the          
    execution of the Spring Sun Acquisition Agreement and completion of       
    registration of the charge over shares in Spring Sun in favour of Mei     
    Wah; and                                                                  
                                                                              
    (iv)                                                                      
    A sum of RMB30,000,000 (approximately HK$28,301,887) pay to an