09:57 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-11 (f) 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; (g) The Company has obtained the relevant governmental approval for the increase in registered capital of Mei Wah to complete the Mei Wah Acquisition on or before 31 December 2005; and (h) If so directed by Mei Wah, completion of the transfer of 25% equity interest in Qinglian Company from Spring Sun to Maxprofit. Should any of the aforesaid conditions not be fulfilled within 12 months from t he date of execution of the Mei Wah Acquisition Agreement (or such later date as the vendor and the purchaser hereunder mutually agreed), unless Mei Wah in its absolute discretion waive any of the conditions precedent, the Mei Wah Acquisition Agreement shall become void. THE GREAT EAGLE ACQUISITION AGREEMENT DATE OF THE AGREEMENT 3 February 2005 PARTIES Purchaser: The Company Vendor: Great Eagle Guarantors: (1) Mr. Chung (2) Maxprofit (2) Spring Sun (3) Zhuhai New Chang Jiang THE TRANSACTION The Company will acquire from Great Eagle the 14.18% equity interest in Qinglian Company and the shareholder's loans of US$16,875,488 (approximately HK$131,628,806) and accrued interest of US$9,418,473 (approximately HK$73,464,089) as at 31 December 2004 owed by Qinglian Company thereon, which Great Eagle will acquire from Sun Yue Traffic under the Sun Yue Acquisition. Great Eagle is providing such full warranties as are customary for similar such transactions, including warranties that it has title to such acquired assets and the freedom of such acquired assets from any encumbrances whatsoever. CONSIDERATION The consideration for the Great Eagle Acquisition is RMB339,200,000 (approximately HK$320,000,000). Within 15 working days from completion of the approval procedures for the transfer of equity interest in Qinglian Company as contemplated under the Great Eagle Acquisition and the Spring Sun Acquisition, the Company will pay the entire consideration to Wuyang ICBC as directed by Great Eagle. Payment to Wuyang ICBC shall be full and final settlement of all consideration due from the Company to Great Eagle under the Great Eagle Acquisition Agreement. CONDITIONS PRECEDENT The Great Eagle Acquisition Agreement is conditional upon fulfillment of the conditions including but not limited to the following: (a) Completion of the registration procedure for the transfer of the 14.18% equity interest in Qinglian Company by Sun Yue Traffic to Great Eagle at the original registration authority on or before 31 March 2005 (or such later date as agreed by the Company); (b) The tendering by Great Eagle 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 Great Eagle in Qinglian Company and the Company in its absolute discretion is satisfied with the due diligence results of Qinglian Company; (c) Approval of the Shareholders in general meeting of the Company being given for the Great Eagle Acquisition Agreement; (d) All other necessary consents, approvals and filings for the Great Eagle Acquisition Agreement, including but not limited to those required from the original approval authority; and (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. Should any of the aforesaid conditions not be fulfilled, the Company will have the option to terminate the Great Eagle Acquisition Agreement and Great Eagle will be obliged to return all payments