10:27     SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-5         

                                                                              
                 shares       shares to    shares to    shares to             
                 held         be acquired  be acquired  be                    
                              by Mei       by           repurchased           
                              Wah          Flywheel                           
                                                                              
    First Vendor 157,640,000  74,183,530   83,456,470   0                     
                 (56.30%)     (26.50%)     (29.80%)                           
    Second       61,180,000   28,790,588   32,389,412   0                     
    Vendor       (21.85%)     (10.28%)     (11.57%)                           
    Third Vendor 61,180,000   9,025,882    10,154,118   42,000,000            
                 (21.85%)     (3.22%)      (3.63%)      (15%)                 
    Total:       280,000,000  112,000,000  126,000,000  42,000,000            
                 (100%)       (40%)        (45%)        (15%)                 
                                                                              
                                                                              
                                                                              
    Upon completion of the Jade Emperor AcquisitionNote:                      
    Total:     238,000,00 112,000,00 126,000,00                               
               0          0          0                                        
               (100%)     (47.06%)   (52.94%)                                 
                                                                              
                                                                              
                                                                              
    Note: After cancellation of the Repurchase Shares, the entire share       
    capital of Jade Emperor will be composed of 238,000,000 shares of         
    US$0.10 each.                                                             
                                                                              
                                                                              
    All of the 61,180,000 shares in Jade Emperor to be sold by the Third      
    Vendor to the Purchasers and Jade Emperor are as at the date of the       
    Jade Emperor Acquisition Agreement subject to an undischarged             
    assignment of dividends made in favor of Maybank Kota Kinabalu, to be     
    discharged when full payment of HK$ Redemption Amount is received. In     
    this connection, Maybank Kota Kinabalu has confirmed in writing that      
    it will release all its security rights over the aforesaid 61,180,000     
    shares upon receipt of the HK$ Redemption Amount via the HK$              
    Redemption Account which will take place on Jade Emperor Completion       
    Date. In the event of successful completion of the Jade Emperor           
    Acquisition Agreement, the net profits of Project Company with            
    respect to the financial period commencing on 1 September 2004 and        
    ending on the Jade Emperor Completion Date will be attributed to SZ       
    Expressway and the Purchasers. Such profit will be allocated as to        
    55% to Mei Wah and as to 45% to Flywheel.                                 
                                                                              
    CONSIDERATION                                                             
    (1)                                                                       
    The consideration for the acquisition of the Jade Emperor Sale            
    Shares payable to the Vendors is HK$1,010,158,291 (HK$475,368,608 by      
    Mei Wah and HK$534,789,683 by Flywheel) and will be satisfied             
    entirely by cash and by set-off in accordance with the provisions of      
    the Jade Emperor Acquisition Agreement, of which HK$669,081,315 is        
    the consideration for the 157,640,000 Jade Emperor Sale Shares to be      
    sold by the First Vendor, HK$259,670,102 is the consideration for the     
    61,180,000 Jade Emperor Sale Shares to be sold by the Second Vendor       
    and HK$81,406,874 is the consideration for the 19,180,000 Jade            
    Emperor Sale Shares to be sold by the Third Vendor;                       
                                                                              
    (2)                                                                       
    The Deposit in the amount of HK$21,250,000 will be paid by the            
    Purchasers (HK$10,000,000 by Mei Wah and HK$11,250,000 by Flywheel)       
    into the Nominated Accounts not later than the close of business on       
    the third Business Day immediately following the date of the Jade         
    Emperor Acquisition Agreement and will be applied towards the             
    consideration for acquisition of the Jade Emperor Sale Shares upon        
    successful completion or in the event successful completion shall         
    fail to occur be returned to the Purchasers. The respective portions      
    of Deposit for the Vendors are:                                           
                                                                              
    Payee                          Portion of Deposit                         
                                                                              
    First Vendor                   HK$14,075,000                              
    Second Vendor                  HK$5,462,500                               
    Third Vendor                   HK$1,712,500                               
    Total                          HK$21,250,000                              
                                                                              
                                                                              
                                                                              
    (3)                                                                       
    On Jade Emperor Completion Date, the Purchasers will pay the balance      
    of the consideration, i.e. HK$988,908,291 (HK$465,368,608 by Mei Wah      
    and HK$523,539,683 by Flywheel) to each of the Vendors the amounts        
    set out below (subject to agreed set-offs pursuant to the Jade            
    Emperor Acquisition Agreement to adjust for sums already distributed      
    out of the Project Company to the Vendors and other items to be borne     
    by the Vendors):                                                          
                                                                              
    Payee                          Amount payable                             
                                                                              
    First Vendor                   HK$655,006,315                             
    Second Vendor                  HK$254,207,602                             
    Third Vendor                   HK$79,694,374                              
    Total                          HK$988,908,291