09:30 JIANGSU EXPRESS<00177> - Announcement (2) to the approved fee to the approved fee principles**. principles**. (i) Advance part 40% of the estimated maintenance payment fee, payable in the week immediately before commencement of relevant maintenance work for the raw materials of the maintenance work. (ii) Maintenance - Payable within the period fee commencing the 11th and payment ending on 20th calendar day of the month immediately after the respective of work done; - cumulative payment shall not exceed 95% of the estimated maximum maintenance fee (inclusive of the advance payment); - upon completion of the maintenance work and passing the quality check, payment of 95% of the actual maintenance fee (inclusive of the advance payment); - balance of 5% to be paid after the 1 year quality warranty period. * The amount of work to be designated to Jiangsu Sundian will depend on the condition of the road surface and the relevant work progress. ** For works which have to be awarded by way of tender pursuant to the relevant PRC laws and regulations (for contracts with value of over RMB2,000,000 (approximately HK$1,886,792)), Jiangsu Sundian will only be awarded work after completion of the relevant tender process. In respect of works awarded by tender, services fees will be based on the tender submitted. In respect of other works, the fee will be fixed with reference to confirmation by independent (not being connected persons (as defined under the Hong Kong Listing Rules) of the Company) qualified price quoting entities as to the then prevailing market price of the relevant work. Reasons and Benefits of the Maintenance Contracts The principal business of the Company is the construction and management of toll roads and expressways in Jiangsu Province. The principal business of Guangjing Xicheng is the management, operation maintenance and toll collection of Guangjing Expressway and Xicheng Expressway. The principal business of Jiangsu Sudian is the repair and maintenance of expressway. Jiangsu Sudian has accumulated sufficient related experience in the general repairs and maintenance work of expressways. Since its establishment, Jiangsu Sudian has, in addition to contracting for the maintenance operations and major and medium repairs of the expressways, roads and bridges under the management of the promoters, expanded its market by contracting for the road projects of other parties, including the paving of road surfaces of highways, the installation of securities facilities and other maintenance projects, and therefore optimising its allocation of resources, increasing its asset utilitisation rate, enhancing its maintenance technology as well as the quality of its maintenance work. It has achieved economies of scale of maintenance, reducing the maintenance costs of highways in an effective manner and thereby increasing its economic benefits further. The maintenance fees are determined after arm's length negotiation and with reference to the price confirmed by independent qualified price quoting entities or at the tendered price, as the case may be. For so long as the price is not higher than the prevailing market price of the relevant work, Jiangsu Sudian will be awarded the specified works provided that the aggregate contract sum does not exceed the maximum management services fee for 2005 as set out in the respective agreement. The maximum maintenance service fees are agreed upon after taking into account the expected amount of works to be done in 2005. The Company will monitor the situation and will not order service if the limit is exceeded. The maintenance service fee will be funded by the internal resources of the Company and Guangjing Xicheng respectively. At the 11th Session Meeting of the Fourth Board of Directors held on 22 April 2005, the directors of the Company have approved the entering into of the Maintenance Contracts. The directors of the Company (including independent non-executive directors save for Mr. Hong Yin Xing who has tendered his resignation and accordingly has not expressed an opinion) are of the view that the entering into of the Maintenance Contracts is in the interests of the shareholders of the Company as a whole and in the ordinary and usual course of business of the relevant company and the terms of the Maintenance Contracts are on normal commercial terms. Continuing Connected Transaction Jiangsu Sundian is a 70% direct subsidiary of the Company and is