10:28     SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-6         

    (4)                                                                       
    The consideration for the Repurchase of the Repurchase Shares from        
    the Third Vendor to be paid by Jade Emperor will be Project Company       
    Net Consideration, i.e. HK$176,850,000 and will be funded by the          
    proceeds received by Jade Emperor under the Project Company               
    Acquisition Agreement and the Repurchase is inter-conditional with        
    the acquisition of Jade Emperor Sale Shares.                              
                                                                              
    (5)                                                                       
    On Jade Emperor Completion Date, the consideration for the                
    Repurchase will be paid to the Third Vendor after deducting the HK$       
    Redemption Amount, which will then be remitted to the HK$ Redemption      
    Account, with the related bank charges for the release of the             
    assignment of dividends in respect of all the 61,180,000 shares in        
    Jade Emperor held by the Third Vendor, by Maybank Kota Kinabalu.          
                                                                              
    CONDITIONS PRECEDENT                                                      
    The Jade Emperor Acquisition Agreement is conditional upon:               
    (a)                                                                       
    all necessary approvals of the shareholders of SZ International and       
    SZ Expressway being given in each case for their respective               
    participation in the Jade Emperor Acquisition;                            
                                                                              
    (b)                                                                       
    the due and proper registration of the change of legal                    
    representative and directors of the Project Company in accordance         
    with the terms of the Project Company Acquisition Agreement;              
                                                                              
    (c)                                                                       
    the formal approval of the Shenzhen SAFE for the purchase of the          
    Project Company Net Consideration and for the remittance of the           
    Project Company Net Consideration out of China; and                       
                                                                              
    (d)                                                                       
    the Purchasers notifying the Vendors in writing within 60 days from       
    the date of the Jade Emperor Acquisition Agreement that they are          
    satisfied upon inspection and investigation as to the respective          
    financial, corporate, taxation, trading and legal positions of Jade       
    Emperor and the Project Company.                                          
                                                                              
    The Purchasers may waive any of the conditions precedent described        
    in (a), (b) or (d) above although the Directors of SZ International       
    and the Directors of SZ Expressway confirm that the Purchasers have       
    no intention as at the date of this announcement to waive any of the      
    aforesaid conditions.                                                     
                                                                              
    If these conditions shall not have been fulfilled or waived by the        
    Long-Stop Date, the parties to the Jade Emperor Acquisition Agreement     
    shall, without prejudice to the liability of any party to the other       
    party in respect of any earlier breaches and any obligations which        
    are intended to survive termination, cease to be bound to proceed to      
    completion. As such, the Jade Emperor Acquisition Agreement will be       
    conditional upon the completion of the Project Company Acquisition        
    Agreement.                                                                
                                                                              
    COMPLETION                                                                
    The completion of the Jade Emperor Acquisition will take place on         
    the Jade Emperor Completion Date. In the event there is no successful     
    completion, the Deposit will be returned to the Purchasers and none       
    of the parties hereto shall have any claim or right as against any        
    other parties except for the following two circumstances:                 
                                                                              
    (1)                                                                       
    If notice has already been given under the Project Company                
    Acquisition Agreement indicating that SZ Expressway is satisfied with     
    the due diligence results under the Project Company Acquisition           
    Agreement and the failure to achieve successful completion is caused      
    by the default of the Purchasers or SZ Expressway, the Purchasers and     
    SZ Expressway will jointly and severally be liable to pay                 
    HK$5,000,000 by way of liquidated damages in full and final               
    settlement of all loss and expense, etc. of the Vendors, Jade Emperor     
    and the Guarantors in relation to the Jade Emperor Acquisition            
    Agreement and the Project Company Acquisition Agreement; and              
                                                                              
    (2)                                                                       
    If notice has already been given under the Project Company                
    Acquisition Agreement indicating that SZ Expressway is satisfied with     
    the due diligence results under the Project Company Acquisition           
    Agreement and the failure to achieve successful completion is caused      
    by the default of the Vendors, Jade Emperor or the Guarantors, the        
    Vendors, Jade Emperor and the Guarantors will be jointly and              
    severally liable to pay HK$5,000,000 by way of liquidated damages in      
    full and final settlement of all loss and expenses, etc. of the           
    Purchasers and SZ Expressway in relation to the Jade Emperor              
    Acquisition Agreement or the Project Company Acquisition Agreement.       
                                                                              
                                                                              
    BASIS OF THE CONSIDERATION                                                
    The respective consideration for the Acquisitions together with           
    other terms of the Acquisitions have been arrived at after arm's          
    length negotiations among the relevant parties, taking into account       
    the estimated valuation of the Project Company of approximately           
    HK$1.21 billion as at 31 December 2004 provided by Sallmanns (Far