10:29 SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-9 both SZ International and SZ Expressway. Both SZ International and SZ Expressway will proportionally consolidate the financial statements of the Jade Emperor group of companies according to their respective shareholdings. In addition to the above reasons, SZ International and SZ Expressway have individual reasons to enter into the Acquisitions. For SZ International The Jade Emperor Acquisition is in line with the overall strategic objectives of SZ International Group in investing in quality logistics related business and infrastructure projects. In addition, SZ International will be able to utilise its surplus cash on hand in the proposed Jade Emperor Acquisition. It is also expected that the cashflow position of SZ International will be further enhanced from the decent investment returns of Wuhuang Expressway upon completion of the Jade Emperor Acquisition and this will further reinforce SZ International Group's leading position in the logistics industry in the Shenzhen City. For SZ Expressway The Project Company Acquisition and Jade Emperor Acquisition are consistent with SZ Expressway's overall business strategies to invest in highways. The SZ Expressway Directors believe that such kind of transaction shall benefit SZ Expressway to gain experience and expertise in investing and managing projects in other economically developed regions in the PRC which will improve future profitability and cashflow of SZ Expressway's business by mergers and acquisitions. INFORMATION ON SZ INTERNATIONAL GROUP SZ International is an investment holding company. The SZ International Group is principally engaged in the provision of total logistics and transportation ancillary services as well as investment, operation and management of related assets and projects. INFORMATION ON SZ EXPRESSWAY GROUP The SZ Expressway Group is principally engaged in the investment, construction, operation and management of toll highways and roads in the PRC. INFORMATION ON VENDORS The First Vendor is a company incorporated in Hong Kong with limited liability. It is an investment holding company and provides management services in facilitating its investment in Jade Emperor. The Second Vendor is a company incorporated in Hong Kong with limited liability. It is an investment holding company and provides management services in facilitating its investment in Jade Emperor. The Third Vendor is a company incorporated in Malaysia with limited liability. It is an investment holding company controlling several subsidiaries in Malaysia, whose main businesses and investments are property development including warehouses, terrace houses and multi-storey flats, etc. To the best of the SZ International Directors and the SZ Expressway Directors' knowledge, information and belief having made all reasonable enquiries, the Vendors and the Guarantors as ultimate beneficial owners of the Vendors are all Independent Third Parties of SZ International and SZ Expressway and their associates. GENERAL The Jade Emperor Acquisition constitutes a major transaction for SZ International under the Listing Rules and is therefore conditional upon approval by SZ International Shareholders in general meeting. As far as the SZ International Directors are aware no SZ International Shareholder or his associate has a material interest in the Jade Emperor Acquisition and would therefore be required to abstain from voting at the relevant general meeting on the relevant resolution(s) approving the Jade Emperor Acquisition. A circular containing, among other things, details of the Jade Emperor Acquisition and a notice of an extraordinary general meeting will be dispatched to SZ International Shareholders as soon as practicable in accordance with the requirements of the Listing Rules. The Acquisitions constitute a major transaction for SZ Expressway under the Listing Rules. Since Xin Tong Chan, a wholly-owned subsidiary of SZ International is a controlling shareholder of SZ Expressway holding 30.03% of the SZ Expressway Shares, SZ International is a connected person of SZ Expressway. By virtue of SZ International's interest in the Jade Emperor Acquisition, the Acquisitions also constitute a connected transaction for SZ Expressway under Rule 14A.13(1)(b)(i) of the Listing Rules and are therefore subject to independent SZ Expressway Shareholders' approval in general meeting. Xin Tong Chan will abstain from voting at the extraordinary general meeting on the relevant resolution(s) approving the Acquisitions. As far as the SZ Expressway Directors are aware, except Xin Tong Chan and its associates, no other SZ Expressway Shareholder has a material interest in the Acquisitions and would therefore be required to abstain from voting at the relevant general