09:57     SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-10        

    Under any one of the following situations the remaining                   
    consideration after deductions made as aforesaid may be reduced by        
    not more than HK$200 million:                                             
                                                                              
    (a)                                                                       
    If on or before 31 March 2005 (or such later date as agreed by the        
    Company), the Sun Yue Acquisition is not completed for whatever           
    reason, the consideration shall be reduced by HK$20,000,000;              
                                                                              
    (b)                                                                       
    If the consideration the Company has to pay for completion of the         
    Great Eagle Acquisition is more than RMB339,200,000 (approximately        
    HK$320,000,000), the consideration shall be reduced by the                
    difference;                                                               
                                                                              
    (c)                                                                       
    If on or before completion of the Mei Wah Acquisition, the Qinglian       
    Class One Highway cannot be granted the approval for reconstruction       
    into an expressway, Mei Wah shall withhold HK$100,000,000 and if          
    within 6 months after completion of the Mei Wah Acquisition (or a         
    date agreed by the Company or Mei Wah) such condition is fulfilled,       
    the Company shall pay such withholding amount to Mr. Chung;               
                                                                              
    (d)                                                                       
    If on or before completion of the Mei Wah Acquisition, the Qinglian       
    Class One Highway cannot be granted the approval to charge its toll       
    fees according to the expressway standards, which must specify the        
    toll collection period approved, Mei Wah shall withhold HK$50,000,000     
    and if within 6 months after completion of the Mei Wah Acquisition        
    (or a date agreed by the Company or Mei Wah) such condition is            
    fulfilled, the Company shall pay such withholding amount to Mr.           
    Chung, or if the term of approval as a toll-collecting expressway is      
    less than 25 years, each less year shall be deducted by                   
    HK$20,000,000;                                                            
                                                                              
    (e)                                                                       
    If on or before completion of the Mei Wah Acquisition the Company         
    does not successfully become an investor (with an interest of no less     
    than 20%) in the Lianzhou - Yizhang Section so as to integrate it         
    with the Qinglian Class One Highway, Mei Wah shall withhold               
    HK$50,000,000 and if within 6 months after completion of the Mei Wah      
    Acquisition (or a date agreed by the Company or Mei Wah) such             
    condition is fulfilled, the Company shall pay such withholding amount     
    to Mr. Chung.                                                             
                                                                              
    CONDITIONS PRECEDENT                                                      
    The Mei Wah 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)                                                                       
    Approvals of the Shareholders in general meeting of the Company           
    being given for the Mei Wah Acquisition Agreement;                        
                                                                              
    (c)                                                                       
    All necessary consents and approvals being given for the share            
    transfer contemplated under the Mei Wah Acquisition Agreement,            
    including the approval from the relevant PRC authority if required;       
                                                                              
    (d)                                                                       
    Mei Wah has completed the due diligence in relation to, inter alia,       
    the finance, taxation, business and other legal aspects of Spring Sun     
    and Qinglian Company and Mei Wah in its absolute discretion is            
    satisfied with the due diligence results;                                 
                                                                              
    (e)                                                                       
     The successful completion of the Spring Sun Acquisition Agreement;