10:31     SHENZHEN INT'L<00152>&SHENZHENEXPRESS<00548>- JA & Resume-12        

                                   Acquisition Agreement or if                
                                   either (a) the Purchasers or               
                                   the Vendors unanimously agree              
                                   before the expiration of such              
                                   85 days or (b) Jade Emperor                
                                   and SZ Expressway agree                    
                                   pursuant to the Project                    
                                   Company Acquisition                        
                                   Agreement, such other later                
                                   Business Day as they may so                
                                   agree                                      
    `Maybank Kota Kinabalu'        the branch of Malayan Banking              
                                   Berhad, a licensed bank in                 
                                   Malaysia, which is located in              
                                   Kota Kinabalu in Sabah, East               
                                   Malaysia                                   
    `Mei Wah'                      Mei Wah Industrial (Hong                   
                                   Kong) Limited , a company                  
                                   incorporated in Hong Kong                  
                                   with limited liability and                 
                                   wholly-owned by SZ Expressway              
    `Nominated Accounts'           an account in the name of the              
                                   First Vendor opened in a bank              
                                   in Hong Kong for the purpose               
                                   of holding its portion of the              
                                   Deposit and an account in the              
                                   name of the Second Vendor                  
                                   opened in a bank in Hong Kong              
                                   for the purpose of holding                 
                                   the portions of the Deposit                
                                   for the Second Vendor and the              
                                   Third Vendor                               
    `PRC'                          the People's Republic of                   
                                   China other than the special               
                                   administrative regions of                  
                                   Hong Kong, Macau and Taiwan                
    `Project Company'               (Hubei Magerk Expressway                  
                                   Management Private Limited),               
                                   a wholly-foreign owned                     
                                   enterprise established in the              
                                   PRC by Jade Emperor, with a                
                                   total registered capital of                
                                   USD28 million                              
    `Project Company Acquisition'  the acquisition of Project                 
                                   Company Equity by SZ                       
                                   Expressway from Jade Emperor               
                                   pursuant to the Project                    
                                   Company Acquisition Agreement              
    `Project Company Acquisition   the agreement entered into on              
    Agreement'                     19 March 2005 between Jade                 
                                   Emperor, SZ Expressway and                 
                                   the Guarantors relating to                 
                                   the acquisition of the                     
                                   Project Company Equity by SZ               
                                   Expressway                                 
    `Project Company Equity'       15% of the entire equity                   
                                   interest in the Project                    
                                   Company held by Jade Emperor               
                                   to be sold to SZ Expressway                
    `Project Company Net           HK$176,850,000 which is the                
    Consideration'                 consideration for the Project              
                                   Company Acquisition, i.e.                  
                                   HK$178,263,228 after                       
                                   deduction of a pro rata 15%                
                                   share of the payment to the                
                                   Subcontractor in accordance                
                                   with the percentage of equity              
                                   interests being acquired                   
    `Purchasers'                   Mei Wah and Flywheel                       
    `Repurchase'                   the repurchase of the                      
                                   Repurchase Shares by Jade                  
                                   Emperor pursuant to the Jade               
                                   Emperor Acquisition Agreement              
                                   by applying the consideration              
                                   received under the Project                 
                                   Company Acquisition Agreement              
    `Repurchase Shares'            all the remaining 42,000,000               
                                   shares (representing 15%                   
                                   share capital in Jade                      
                                   Emperor) held by the Third                 
                                   Vendor in Jade Emperor after               
                                   the sale of the Jade Emperor               
                                   Sales Shares to the                        
                                   Purchasers under the Jade                  
                                   Emperor Acquisition Agreement              
    `RMB'                          renminbi, the lawful currency              
                                   of the PRC                                 
    `Scheduled Completion Date'    being the 85th day from the                
                                   date of the Project Company                
                                   Acquisition Agreement; and in              
                                   the event there is no                      
                                   completion of the Project                  
                                   Company Acquisition Agreement              
                                   by then and at the request of