09:56 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-8 account designated by Spring Sun within 5 working days after completion of registration of the charge over 14.18% equity and debt interest in Qinglian Company with the original registration authority in favour of the Company. Under the Spring Sun Acquisition Agreement, the parties agreed that the down-payments of RMB30,000,000 (approximately HK$28,301,887) and RMB310,466,100 (approximately HK$292,892,547), respectively made pursuant to sub-paragraphs (i) and (ii) above shall only be used by Great Eagle for the purposes of Sun Yue Acquisition and payments made to or for the benefit of Great Eagle pursuant to the above are made at the request of Spring Sun and therefore notwithstanding their ultimate destination, are agreed by the parties to constitute payments of consideration by the Company to Spring Sun under the Spring Sun Acquisition Agreement for the purpose of successful completion of the Spring Sun Acquisition Agreement. In the event completion is unsuccessful Spring Sun remains fully obligated to refund the entirety of such payments made. The parties agreed that the down-payments pursuant to sub-paragraphs (i) and (ii) above shall only be used by Great Eagle and if for whatever reason Sun Yue Acquisition shall not be completed on or before 31 March 2005 (or such later date as agreed by the Company), the Company is not obliged to pay the down-payment as scheduled in sub-paragraph (iv) above, and Spring Sun and Great Eagle are obliged to return the down-payments detailed in sub-paragraph (i) and (ii) above (with interest) to a bank account jointly controlled by Great Eagle, the Company and the bank not later than 15 April 2005 (or such later date as agreed by the Company) and such amounts shall be repaid to Wuyang ICBC within 15 working days from completion of the approval procedures for the transfer of equity and debt interest in Qinglian Company as contemplated under the Spring Sun Acquisition. (2) (i) Within 15 working days from completion of the approval procedures for the transfer of equity interest in Qinglian Company as contemplated under the Spring Sun Acquisition and the Great Eagle Acquisition, Great Eagle shall pay a sum of RMB339,200,000 (approximately HK$320,000,000) (which is equivalent to the consideration under the Great Eagle Agreement) to Wuyang ICBC, (or if the Sun Yue Acquisition shall not be completed on or before 31 March 2005 (or such later date as agreed by the Company), the amount returned to the bank account as stated above shall be repaid to Wuyang ICBC within 15 working days from completion of the approval procedures for the transfer of equity and debt interest in Qinglian Company as contemplated under the Spring Sun Acquisition); and on the same date, (ii) Spring Sun and/or Zhuhai New Chang Jiang shall pay all the outstanding interests and/or penalty relating to the ICBC Bank Loan. After the above sums of money have been paid to Wuyang ICBC, the Company shall pay the remaining consideration (i.e. RMB1,110,000,000 (approximately HK$1,047,169,811) less the down-payment made pursuant to paragraph (1) above) after deduction of all taxes to Wuyang ICBC as directed by Spring Sun to secure the complete and unconditional release of the existing charge in its favor over Spring Sun's 42.1% equity and debt interest in Qinglian Company. If the remaining consideration is insufficient to repay the ICBC Bank Loan, Spring Sun shall make up of the shortfall and if the remaining consideration is more than the outstanding ICBC Bank Loan, the Company shall pay the rest of the remaining consideration into a bank account designated by Spring Sun. Such payment to Wuyang ICBC shall be full and final settlement of all consideration due from the Company to Spring Sun under the Spring Sun Acquisition Agreement. According to the Spring Sun Acquisition Agreement, if the Sun Yue Acquisition cannot be completed on or before 31 March 2005 (or such later date as agreed by the Company) and Spring Sun and Great Eagle have not returned the said down-payments to the designated bank account, it shall be deemed as a fundamental breach of the Spring Sun Acquisition Agreement and the Company shall have the right to terminate the Spring Sun Acquisition Agreement. Alternatively, the Company may choose to proceed with the Spring Sun Acquisition, and the down-payments so made (and not returned) shall be deemed as part of the consideration. CONDITIONS PRECEDENT The Spring Sun Acquisition Agreement is conditional upon fulfillment of the conditions including but not limited to the following: (a) The release of the existing charge over Spring Sun's 42.1% equity and debt interest in Qinglian Company according to the Wuyang ICBC Undertaking; (b) The tendering by Spring Sun to the Company of true, complete and valid legal documents and figures in relation to the finance, taxation, business and other legal aspects of Qinglian Company and the status of the equity and debt interest held by Spring Sun in