09:56 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-9 Qinglian Company and the Company in its absolute discretion is satisfied with the due diligence results of Qinglian Company; (c) Approvals of the Shareholders in general meeting of the Company being given for the Spring Sun Acquisition Agreement; (d) All other necessary consents, approvals and filings for the Spring Sun Acquisition Agreement, including but not limited to the original approval authority; (e) The relevant government authority grants approval for Qinglian Class One Highway to be reconstructed as an expressway and charge its toll fees according to the expressway standards, which must specify the toll collection period approved; (f) Great Eagle pays the RMB339,200,000 (approximately HK$320,000,000) to Wuyang ICBC as detailed above; (g) Spring Sun and/or Zhuhai New Chang Jiang pay all the outstanding interests and/or penalty relating to the ICBC Bank Loan as detailed above; and (h) Spring Sun makes up the shortfall of the outstanding ICBC Bank Loan (if any). Should any of the aforesaid conditions not be fulfilled, the Company will have the option to terminate the Spring Sun Acquisition Agreement and Spring Sun will be obliged to return all payments received from the Company together with interest computed on the basis of the interest rate as adopted by the People's Bank of China for loan of over 5 years from time to time. THE MEI WAH ACQUISITION AGREEMENT DATE OF THE AGREEMENT 3 February 2005 PARTIES Purchaser: Mei Wah Vendor: Mr. Chung Guarantors: (1) Zhuhai New Chang Jiang (2) Great Eagle THE TRANSACTION Mei Wah will acquire from Mr. Chung the entire issued share capital of Spring Sun, or if so directed by Mei Wah, Spring Sun shall transfer 25% out of its 42.1% equity interest in Qinglian Company to a company designated by Mei Wah and Mei Wah shall acquire the entire issued share capital of such company. Maxprofit is so designated by Mei Wah for the time being. Mr. Chung is providing such full warranties as are customary for such similar transactions, including warranties that he has title to such assets to be acquired by Mei Wah and the freedom of such acquired assets from any encumbrances whatsoever. The purpose of the Mei Wah Acquisition is to obtain 25% out of the 42.1% equity interest in Qinglian Company held by Spring Sun. In order to use a newly established project company to hold the 25% equity interest, the Group may direct Spring Sun to transfer 25% out of its 42.1% equity intersest in Qinglian Company to Maxprofit, a newly incorporated company with the sole purpose of holding the 25% equity interest in Qinglian Company. CONSIDERATION The consideration of the Mei Wah Acquisition is RMB 390,000,000 (approximately HK$367,924,528) payable in one lump sum in Hong Kong dollars within 15 working days after fulfillment of the conditions precedents described in the following paragraph. The consideration shall be fully deducted by the following amounts: (1) any amount paid by Mei Wah or the Company under its absolute discretion to Wuyang ICBC to secure the release of the existing charge in favour of Wuyang ICBC over Spring Sun's 42.1% equity and debt interest in Qinglian Company; (2) any liabilities incurred by Mei Wah or the Company as a result of any liabilities (debt, tax or otherwise) of Spring Sun and/or Maxprofit; and (3) any damages or losses incurred by the Company or Mei Wah as a result of the breach of the Framework Agreement or any of its underlining agreements by the other parties to the Framework Agreement.