10:28     SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-7         

    East) Limited, an independent professional valuer. Upon completion of     
    the Acquisitions, the equity interests of SZ International and SZ         
    Expressway in the Project Company will be approximately 45% and 55%       
    respectively. Based on the estimated valuation, the valuations of the     
    45% and 55% equity interest of the Project Company are approximately      
    HK$545 million and approximately HK$666 million respectively. The         
    considerations payable by SZ International and SZ Expressway are          
    HK$534,789,683 and HK$653,631,836 (of which HK$178,263,228 represents     
    the Project Company Acquisition and HK$475,368,608 represents Mei         
    Wah's portion of the consideration of Jade Emperor Acquisition)           
    respectively. Therefore, the considerations of SZ International and       
    SZ Expressway represent approximately 2% discount to the estimated        
    fair market values of the Project Company. The Directors of both SZ       
    International and SZ Expressway believe that the terms of the             
    Acquisitions are fair and reasonable and in the interests of the          
    Shareholders of SZ International and SZ Expressway as a whole.            
                                                                              
    The considerations for the Acquisitions are to be satisfied entirely      
    in cash. SZ Expressway and Mei Wah will finance the Acquisitions from     
    their internal resources and external funding arrangement whereas SZ      
    International and Flywheel will also finance the Jade Emperor             
    Acquisitions from their internal resources and external funding           
    arrangement.                                                              
                                                                              
    GUARANTORS                                                                
    The Guarantors guarantee performance of the Project Company               
    Acquisition Agreement and the Jade Emperor Acquisition Agreement by       
    Jade Emperor and the Vendors.                                             
                                                                              
    GROUP STRUCTURE                                                           
    For the structure of the group before and after completion of the         
    Acquisitions, please refer to the press announcement today.               
                                                                              
                                                                              
    INFORMATION ON JADE EMPEROR                                               
    Jade Emperor is an investment holding company established by the          
    Vendors in the Cayman Islands on 8 January 1997 for the purpose of        
    holding the Project Company.                                              
                                                                              
    Jade Emperor's sole business is acting as the sole foreign investor       
    in the Project Company.                                                   
                                                                              
    It is the intention of the SZ Expressway and SZ International             
    Directors that Flywheel and Mei Wah will have the first right of          
    refusal for any purported sale of an equity interest in Jade Emperor      
    by the other party upon completion of the Jade Emperor Acquisition.       
    In addition, it is intended that Mei Wah and Flywheel will each           
    appoint two directors to the board of directors of Jade Emperor upon      
    completion of the Acquisitions.                                           
                                                                              
    INFORMATION ON THE PROJECT COMPANY                                        
    The Project Company was established on 11 August 1995 as a                
    wholly-foreign owned enterprise in the PRC for a term of 25 years.        
    Its registered capital is USD28 million and its sole business is the      
    ownership and operation of Wuhuang Expressway for a period of 25          
    years commencing on 23 September 1997.                                    
                                                                              
    Upon completion of the Project Company Acquisition, the new board of      
    directors of the Project Company will be composed of five members,        
    four to be nominated by Jade Emperor and one by SZ Expressway.            
    Amongst the four directors to be nominated by Jade Emperor, SZ            
    International and SZ Expressway will each nominate two directors.         
    Accordingly, SZ International will nominate two directors and SZ          
    Expressway will nominate a total of three directors into the new          
    board of directors of the Project Company. SZ Expressway will also        
    nominate the legal representative (chairman) of the Project               
    Company.                                                                  
                                                                              
    Wuhuang Expressway is an asphalt-paved, dual four-lane expressway,        
    measuring 70.3 kilometers. It originates from the Southern Ring           
    Railway Bridge at Guanshan First Road in the city of Wuhan  to            
    connect with Huangshi Yangtze River Bridge . With its whole route         
    running within the Hubei Province, Wuhuang Expressway is one of the       
    earliest expressways in Hubei Province. It was formerly a class one       
    highway which commenced operation since 1991. In 1996, the highway        
    was reconstructed into an expressway. In 2002 to 2003, the road