10:31     SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-11        

    `HK$ Redemption Account'       The HK$ account of Malayan                 
                                   Banking Berhad, Hong Kong                  
                                   Branch maintained in the HK$               
                                   Clearing House Automated                   
                                   Transfer System                            
    `HK$ Redemption Amount'        all of the RM (Malaysian                   
                                   currency) principal and                    
                                   interest owed by the Third                 
                                   Vendor to Maybank Kota                     
                                   Kinabalu and all the bank                  
                                   charges and fees owed by the               
                                   Third Vendor to Maybank Kota               
                                   Kindbalu in respect of the                 
                                   same, all expressed as a HK$               
                                   amount                                     
    `Hong Kong'                    Hong Kong Special                          
                                   Administrative Region of the               
                                   PRC                                        
    `Independent Third Party or    person(s) who, to the best of              
    Parties'                       SZ International or SZ                     
                                   Expressway Directors'                      
                                   knowledge, information and                 
                                   belief, having made all                    
                                   reasonable enquiries, is/are               
                                   third party independent of                 
                                   and is/are not connected                   
                                   person(s) of SZ International              
                                   or SZ Expressway and their                 
                                   subsidiaries, their                        
                                   directors, chief executive,                
                                   promoters, supervisors or                  
                                   substantial shareholders or                
                                   their respective associates                
    `Initial Instalment'           the initial instalment of                  
                                   RMB20,000,000 payable by SZ                
                                   Expressway into the                        
                                   Instalment Account pursuant                
                                   to the Project Company                     
                                   Acquisition Agreement                      
    `Instalment Account'           an account opened by the                   
                                   Project Company on behalf of               
                                   Jade Emperor in a bank within              
                                   the PRC for the purpose of                 
                                   the Initial Instalment                     
    `Jade Emperor'                 Jade Emperor Limited, a                    
                                   company incorporated in the                
                                   Cayman Islands with limited                
                                   liability, the share capital               
                                   of which is held by the First              
                                   Vendor (56.30%), the Second                
                                   Vendor (21.85%) and the Third              
                                   Vendor (21.85%)                            
    `Jade Emperor Acquisition'     the acquisition of the Jade                
                                   Emperor Sale Shares by the                 
                                   Purchasers from the Vendors                
                                   and the repurchase of the                  
                                   Repurchase Shares by Jade                  
                                   Emperor pursuant to the Jade               
                                   Emperor Acquisition Agreement              
    `Jade Emperor Acquisition      the agreement entered into on              
    Agreement'                     19 March 2005 between SZ                   
                                   Expressway, Mei Wah,                       
                                   Flywheel, the Vendors, the                 
                                   Guarantors and Jade Emperor                
                                   relating to the acquisition                
                                   of the Jade Emperor Sale                   
                                   Shares by the Purchasers and               
                                   the repurchase of the                      
                                   Repurchase Shares by Jade                  
                                   Emperor                                    
    `Jade Emperor Completion Date' the 21st Business Day next                 
                                   following the day on which                 
                                   all conditions precedent in                
                                   the Jade Emperor Acquisition               
                                   Agreement have been either                 
                                   satisfied or waived or such                
                                   other later Business Day as                
                                   the Purchasers, Jade Emperor               
                                   and the Vendors may so agree               
    `Jade Emperor Sale Shares'     238,000,000 ordinary issued                
                                   shares out of the 280,000,000              
                                   ordinary issued shares(s) of               
                                   US$0.10 each in the share                  
                                   capital of Jade Emperor                    
                                   respectively held by the                   
                                   Vendors to be sold to the                  
                                   Purchasers                                 
    `Listing Rules'                the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock Exchange                             
    `Long-Stop Date'               the first Business Day next                
                                   following the day which is                 
                                   the 85th day after the date                
                                   of the Jade Emperor