THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenzhen Investment Limited , you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in Hong Kong with limited liability)

(Stock Code: 604)

DISCLOSEABLE TRANSACTION AND

CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [35 x 32] intentionally omitted <==

A letter from the board of directors of Shenzhen Investments Limited is set out on pages 6 to 15 of this circular and a letter from the Independent Board Committee (as defined herein) is set out on page 16 of this circular. A letter from the Independent Financial Adviser (as defined herein) containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 25 of this circular.

A notice convening the EGM to be held at Garden Room, 2nd Floor, Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Monday, 2 June 2008 at 10:00 a.m. (or as soon thereafter as the annual general meeting of the Company being held on the same day and at the same place shall have been concluded or further adjourned), is set out on pages 87 to 88 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company on 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

18 April 2008

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	The Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
3.	Financial effects of the Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
4.	Reasons for and benefits of the Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
5.	Listing Rules Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from	the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix I	– Business valuation report on Jingdong Company . . . . . . . . . . . . . . . . . .	26
Appendix II	– Letters from Ernst & Young and the Independent Financial
	Adviser relating to the business valuation report . . . . . . . . . . . . . . . .	51
Appendix III – Traffic study report relating to Jingdong Expressway. . . . . . . . . . . . . .		55
Appendix IV – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		78
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		87

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Announcement”	the announcement of the Company dated 6 March 2008
	relating to the Transfer
“Agreement”	the agreement entered into between the Vendor and the
	Purchaser on 5 March 2008 in relation to the arrangements
	for the Transfer
“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“China Ping An”	平安信託投資有限公司(China Ping An Trust & Investment
	Co. Ltd.), a limited liability company established under the
	laws of the PRC and a 99.52% owned subsidiary of Ping
	An Insurance
“Company”	Shenzhen Investment Limited（深圳控股有限公司）, a
	company incorporated in Hong Kong with limited liability,
	the shares of which are listed on the main board of the
	Stock Exchange
“Completion”	completion of the Transfer as contemplated under the
	Agreement
“Conditions”	the conditions precedent to Completion, as more particularly
	set out under the section headed “Conditions” in this circular
“connected person”	has the meaning ascribed to it in the Listing Rules
“Consideration”	the aggregate consideration for the Transfer in the amount
	of RMB609,430,600 (equivalent to HK$652,090,742)
“Director(s)”	the director(s) of the Company

– 1 –

DEFINITIONS

“EGM”	the extraordinary general meeting of the Company to be
	convened at Garden Room, 2nd Floor, Hotel Nikko Hong
	Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong
	Kong on Monday, 2 June 2008 at 10:00 a.m. (or as soon
	thereafter as the annual general meeting of the Company
	being held on the same day and at the same place shall
	have been concluded or further adjourned), at which the
	Agreement and all the transactions contemplated thereunder
	will be considered and, if thought fit, approved
“Eastern Golden Dragon”	廈門東方金龍投資有限公司(Xiamen Dongfang Jinglong
	Investment Co. Ltd.), a limited liability company established
	under the laws of the PRC and a former shareholder of
	Huayin Traffic
“Further Announcement”	the announcement of the Company dated 28 March 2008
	relating to the Transfer
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Huayin Group”	湖北華銀實業集團有限公司(Hubei Huayin Enterprise
	Group Company Limited), a limited liability company
	established under the laws of the PRC and a shareholder of
	Jingdong Company
“Huayin Traffic”	湖北深業華銀交通開發有限公司(Hubei Shumyip Huayin
	Traffic Development Company Limited), a limited liability
	company established under the laws of the PRC which is
	owned as to 51% by the Vendor and 49% by China Ping An
	as at the date of this circular

– 2 –

DEFINITIONS

“Independent Board Committee”
an independent committee of the Board comprising of Mr. Wong Po Yan, Mr. Wu Wai Chung, Michael and Mr. Li Wai Keung
“Independent Financial Adviser”
CIMB-GK Securities (HK) Limited, a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the Transfer
“Independent Shareholder(s)” the Shareholder(s) other than Shum Yip Holdings and its associates
“Jingdong Company”
湖北荊東高速公路建設開發有限公司 (Hubei Jingdong Expressway Construction and Development Company Limited), a limited liability company established under the laws of the PRC which owns and operates the Jingdong Expressway
“Jingdong Expressway” the expressway beginning at the south bank of Jingzhou Yangzi River Bridge（荊州長江大橋）and ending at Dongyuemiao at the border of Xiange（湘鄂邊界處東岳廟）, consisting of 58.5 kilometers of expressway and 4.3 kilometers of extension lane, exclusively constructed and operated by Jingdong Company
“Latest Practicable Date”
15 April 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

– 3 –

DEFINITIONS

“Ping An Insurance”	Ping An Insurance (Group) Co. of China, Ltd., a joint stock
	limited company established under the laws of the PRC,
	the H shares of which are listed on the main board of the
	Stock Exchange
“PRC”	the People’s Republic of China, which for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Purchaser”	深圳市深業投資開發有限公司, a limited liability company
	established under the laws of the PRC and beneficially held
	by SSAAC and under the indirect supervision of Shenzhen
	Municipal Government
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shareholder(s)”	the holder(s) of the share(s) of the Company
“Shum Yip Holdings”	Shum Yip Holdings Company Limited
“SSAAC”	Shenzhen State-Owned Assets Supervision and
	Administration Commission（深圳市國有資產管理委員
	會）, an executive government body under the Shenzhen
	Municipal Government
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder”	has the meaning ascribed to it under the Listing Rules
“Transfer”	the proposed disposal of 51% of the equity interest in
	Huayin Traffic by the Vendor to the Purchaser as
	contemplated under the Agreement
“Transfer and Capital Contribution	the agreement dated 29 July 2006 entered into between
Agreement”	Eastern Golden Dragon and the Vendor for the acquisition
	of the entire equity interest in Huayin Traffic and the making
	of capital contribution to Huayin Traffic by the Vendor

– 4 –

DEFINITIONS

“Vendor”	深業控股（深圳）有限公司(Shum Yip Investment
	(Shenzhen) Limited), a limited liability company established
	under the laws of the PRC and a wholly-owned subsidiary
	of the Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

For the purposes of this circular, amounts denominated in RMB have been converted, for the purpose of illustration only, into HK$ at the rate of RMB1.00 = HK$1.07. No representation is made that any amounts in HK$ or RMB can be or could have been converted at the relevant dates at the above rate or any other rates at all.

– 5 –

LETTER FROM THE BOARD

==> picture [335 x 49] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 604)

Executive Directors:

Mr. HU Aimin (Chairman)

Mr. ZHANG Yijun (President) Mr. ZHAO Gesheng Mr. XIAO Rihai

Registered Office:

8th Floor, New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

Mr. LIANG Kaiping Mr. LIU Weijin Mr. ZHANG Huaqiao Mr. TAM Ping Lung

Non-executive Directors:

Mr. LEE Yip Wah, Peter Dr. WU Jiesi Mr. HU Zuoyuan

Independent Non-executive Directors:

Mr. WONG Po Yan Mr. WU Wai Chung, Michael Mr. LI Wai Keung

18 April 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

1. INTRODUCTION

On 6 March 2008, the Directors published the Announcement whereby it was announced that on 5 March 2008, the Vendor being a wholly-owned subsidiary of the Company entered into the Agreement for the disposal of 51% equity interest in Huayin Traffic by the Vendor to the Purchaser at an aggregate consideration of RMB609,430,600 (equivalent to approximately

– 6 –

LETTER FROM THE BOARD

HK$652,090,742) which is subject to various conditions. On 28 March 2008, the Directors published the Further Announcement whereby the Directors informed the Shareholders of the method of the business valuation to determine the market value of 51% equity interest in Huayin Traffic and also the value of the asset of the proposed disposal pursuant to Rule 14.58(6) of the Listing Rules.

Huayin Traffic, an indirect non wholly-owned subsidiary of the Company held through the Vendor, is owned as to 51% by the Vendor and 49% by China Ping An. Huayin Traffic holds a 91% equity interest in Jingdong Company which is the sole asset of Huayin Traffic, the remaining 9% of the equity interest of which is held by Huayin Group. Jingdong Company is principally engaged in the construction and operation of the Jingdong Expressway in Hubei Province, the PRC. Upon completion of the Transfer contemplated by the Agreement, Huayin Traffic will be owned as to 51% by the Purchaser and 49% by China Ping An, whereby Huayin Traffic will cease to be an indirect non wholly-owned subsidiary of the Company.

The Vendor is a wholly-owned subsidiary of the Company. Approximately 47.38% of the equity interest in the Company is held by Shum Yip Holdings, which is beneficially held by and under the indirect supervision of the Shenzhen Municipal Government. The Purchaser is beneficially held by SSAAC and under the indirect supervision of Shenzhen Municipal Government. As all the directors of the Purchaser are appointed by Shum Yip Holdings, the controlling shareholder of the Company, the Purchaser is regarded by the Stock Exchange as a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and approval of the Independent Shareholders at the EGM by way of poll under the requirements of the Listing Rules. Shum Yip Holdings and its associates will abstain from voting in respect of the relevant resolution(s) approving the Agreement and the transactions contemplated thereunder at the EGM. As the relevant percentage ratios in respect of the Transfer pursuant to Rule 14.08 of the Listing Rules are more than 5% but less than 25%, the Transfer also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The Board appointed the Independent Board Committee to consider and advise the Independent Shareholders on the terms of the Transfer, and the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on whether the terms of the Transfer are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The purpose of this circular is (i) to provide the Shareholders with further information on the Transfer; (ii) to set out the letter from the Independent Board Committee and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the terms of the Transfer; and (iii) to give other information on the Company as required by the Listing Rules.

– 7 –

LETTER FROM THE BOARD

2. THE TRANSFER

Details of the Agreement

Date : 5 March 2008

Parties : (1) the Vendor, a wholly-owned subsidiary of the Company
(2) the Purchaser
Assets to be : Huayin Traffic, an indirect non wholly-owned subsidiary of the disposed of Company held through the Vendor, is owned as to 51% by the Vendor and 49% by China Ping An. Huayin Traffic holds a 91% equity interest in Jingdong Company, the remaining 9% of the equity interest of which is held by Huayin Group. Jingdong Company is principally engaged in the construction and operation of the Jingdong Expressway in Hubei Province, the PRC. Upon Completion, Huayin Traffic will be owned as to 51% by the Purchaser and 49% by China Ping An, whereby Huayin Traffic will cease to be an indirect non wholly-owned subsidiary of the Company.
Consideration and : The Consideration for the Transfer will amount to RMB609,430,600 completion (equivalent to approximately HK$652,090,742), 10% of which shall be paid by the Purchaser as deposit of the Vendor within 7 working days from the date of the Agreement. The paid deposit shall automatically form part of the Consideration. The remaining balance of the Consideration shall be payable by the Purchaser to the Vendor in the Vendor’s designated bank account within 10 working days upon fulfillment (unless otherwise waived by both the Vendor and the Purchaser) of the Conditions as contemplated under the Agreement.

The Consideration for the Transfer was arrived at after arm’s length negotiations between the Vendor and the Purchaser by principal reference to the indicative business valuation of Huayin Traffic as at 29 February 2008 as conducted by an independent valuer, and other factors, including the historical performance and business prospects of Huayin Traffic.

– 8 –

LETTER FROM THE BOARD

Pursuant to a business valuation report conducted by the independent valuer on 29 February 2008, the value of 51% interest in Huayin Traffic is RMB571,023,350 (approximately equivalent to HK$610,994,985). The Consideration represents a premium of approximately 6.7% over the valuation amount.

Completion of the Agreement shall take place upon the Vendor’s receipt of the balance of the Consideration from the Purchaser. The Vendor shall, within 3 working days upon receipt of the balance of the Consideration, send a written notification to the Purchaser informing the Purchaser of its receipt of the same.

Conditions

: The Agreement is conditional upon fulfillment of the following Conditions:–
(a) the Vendor and the Purchaser having entered into the Agreement;
(b) the Vendor having obtained from China Ping An a written consent to the Transfer and China Ping An having waived its pre-emptive rights in relation to the Transfer;
(c) the Purchaser and China Ping An having agreed to revise the articles of association of Huayin Traffic, and the passing of resolutions by the board of directors of Huayin Traffic to approve the Transfer and to adopt amended articles of association of Huayin Traffic upon completion of the Agreement;
(d) the Purchaser having obtained all necessary approval documents and consents from the SSAAC and any other related authorities;
(e) the issue of a new business licence（企業法人營業執照） to Huayin Traffic by the Administration for Industry and Commerce（工商行政管理部）in the PRC; and

– 9 –

LETTER FROM THE BOARD

(f) approval of the Transfer as contemplated under the Agreement, by the Independent Shareholder(s) at the EGM convened by the Company in accordance with the relevant requirement under the Listing Rules, the relevant laws and the Stock Exchange.

If the Conditions cannot be fulfilled within 6 months from the date of the Agreement or such other date as the Vendor and Purchaser may agree in writing, the Agreement shall automatically terminate. In such case, the balance of the Consideration shall no longer be payable by the Purchaser and the Vendor shall refund the deposit of the Purchaser.

As at the Latest Practicable Date, Conditions (a), (b) and (d) have been fulfilled.

Purchaser’s : The Purchaser warrants that it understands the contents of all warranties and documents entered into between the Vendor and Eastern Golden undertakings Dragon previously relating to the transfer of 100% equity interest in Huayin Traffic from Eastern Golden Dragon to the Vendor including but not limited to the Transfer and Capital Contribution Agreement, a memorandum of agreement signed on 7 December 2006 and the agreement supplemental to the Transfer and Capital Contribution Agreement and the rights and obligations of the Vendor attached thereto. It also understands the contents of the transfer documents relating to the transfer of 49% equity interest in Huayin Traffic entered into between the Vendor and China Ping An.

Pursuant to the Agreement, the Vendor and the Purchaser agree to use its best endeavors to obtain the written approval of Eastern Golden Dragon to release the Company from its obligation under the undertaking（深圳控股有限公司連帶責任保証函）signed on 29 July 2006.

Guarantee

: Pursuant to the Agreement, the Purchaser has irrevocably and unconditionally agreed to indemnify the Vendor against any liabilities, obligations and promises taken up by the Vendor under the Transfer and Capital Contribution Agreement.

– 10 –

LETTER FROM THE BOARD

Shareholding Structure

The shareholding structure of Huayin Traffic and Jingdong Company immediately before and after Completion is summarised as follows:

Immediately before Completion

==> picture [255 x 413] intentionally omitted <==

----- Start of picture text -----

Shenzhen Municipal
Government
(Note 1)
Shum Yip Holdings
(HK)
47.38%
Company Ping An Insurance
100% 99.52%
Vendor
China Ping An
(PRC)
51% 49%
Huayin Traffic Huayin Group
91% 9%
Jingdong Company
----- End of picture text -----

(Note 1): Shum Yip Holdings is beneficially held and under the indirect supervision of or ultimately controlled by the Shenzhen Municipal Government.

– 11 –

LETTER FROM THE BOARD

Immediately after Completion

==> picture [255 x 345] intentionally omitted <==

----- Start of picture text -----

Shenzhen Municipal
Government
(Note 2)
SSAAC Ping An Insurance
(Note 3) 99.52%
Purchaser
China Ping An
(PRC)
51% 49%
Huayin Traffic Huayin Group
91% 9%
Jingdong Company
----- End of picture text -----

(Note 2): SSAAC is an executive government body under the Shenzhen Municipal Government.

(Note 3): The Purchaser is a company incorporated in the PRC with limited liability and which is in turn beneficially held by SSAAC and under the indirect supervision of Shenzhen Municipal Government.

– 12 –

LETTER FROM THE BOARD

3. FINANCIAL EFFECTS OF THE TRANSFER

The audited net loss before and after taxation of Huayin Traffic for the financial year ended 31 December 2006 was approximately RMB19,800,000 (equivalent to approximately HK$21,186,000) and the unaudited net loss before and after taxation of Huayin Traffic for the year ended 31 December 2007 based on PRC consolidated management accounts was approximately RMB74,913,000 (equivalent to approximately HK$80,157,000).

Based on the unaudited consolidated net book value of Huayin Traffic of the PRC consolidated management accounts as at 31 December 2007, the net asset value of Huayin Traffic is approximately RMB606,575,000 (equivalent to approximately HK$649,035,000).

Immediately upon Completion, the assets of the Group are expected to be increased by approximately RMB40,000,000 (equivalent to approximately HK$43,000,000) and the liability of the Group will not be affected. As a result of the Transfer, Huayin Traffic will cease to be a subsidiary of the Company and the Group will no longer consolidate the accounts of Huayin Traffic into its accounts. However, there will be no material adverse impact on the operating performance of the Group as Huayin Traffic has been operating at a loss since the opening of traffic in September 2006. The Board considers that the focus of the Group’s resources in property development and property investment will have positive impact on the Group’s performance in the long run.

4. REASONS FOR AND BENEFITS OF THE TRANSFER

The focus of the business of the Company is property development and property investment. Since the opening of traffic in September 2006, Huayin Traffic has been operating at a loss. The Group takes the view that there will not be substantial growth in the traffic business in the foreseeable future. The Board believes that the Transfer represents a good opportunity for the Group to realize its investment, and to streamline the business structure to focusing resources in property development and property investment. The Company expects that there will be a gain before tax of approximately RMB40,000,000 (equivalent to approximately HK$43,000,000) arising from the Transfer. The above estimated gain is calculated based on the Consideration and the book value of 51% equity interest in Huayin Traffic as at 30 June 2007 which was reviewed by the Company’s auditors. Accordingly, the Transfer will increase the net asset value of the Group upon Completion.

The proceeds from the Transfer will be used as general working capital for the Group for investment in property projects.

– 13 –

LETTER FROM THE BOARD

Upon Completion, the Group will cease to have any interest in Huayin Traffic.

The Directors, including the independent non-executive Directors, consider that the Transfer is on normal commercial terms after arm’s length negotiations and that the terms thereof are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

5. LISTING RULES REQUIREMENTS

– 14 –

LETTER FROM THE BOARD

6. GENERAL

The Group is principally engaged in property development, property investment and management, infrastructure investment and provision of transportation services.

The Purchaser is an investment holding company.

7. RECOMMENDATION

Your attention is drawn to: (i) the letter from the Independent Board Committee set out in this circular which contains its recommendation to the Independent Shareholders concerning the Transfer; (ii) the letter of advice from the Independent Financial Adviser set out in this circular which contains its recommendations to the Independent Board Committee and the Independent Shareholders on the terms of the Transfer and the principal factors and reasons considered by the Independent Financial Adviser in arriving at its recommendations; and (iii) other information on the Company as required by the Listing Rules.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the Transfer contemplated under the Agreement is on normal commercial terms, fair and reasonable and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board, including the members of the Independent Board Committee, recommends that the Independent Shareholders vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement and the transactions contemplated thereunder.

8. ADDITIONAL INFORMATION

Your attention is drawn to the letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the additional information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board

Shenzhen Investment Limited

Hu Aimin

Chairman

* for identification purpose only

– 15 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter of recommendation from the Independent Board Committee which has been prepared for the purpose of inclusion in this circular.

==> picture [335 x 49] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 604)

18 April 2008

To the Independent Shareholders

Dear Sirs,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

We refer to the circular of the Company dated 18 April 2008 (the “Circular”), of which this letter forms part. Unless specified otherwise, capitalised terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed by the Board to advise you on the terms of the Transfer. CIMB-GK Securities (HK) Limited has been appointed as the independent financial adviser of the Company to advise us and the Independent Shareholders on the fairness and reasonableness of the Transfer. Details of its advice, together with the principal factors taken into consideration in arriving at such are set out in its letter on pages 17 to 25 of the Circular. Your attention is also drawn to the letter from the Board in the Circular and the additional information set out in the appendices thereto.

Having considered the terms of the Transfer and taking into account of the independent advice of CIMB-GK Securities (HK) Limited, we consider that the terms of the Transfer are fair and reasonable in so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement and the transactions contemplated thereunder.

Yours faithfully,

Independent Board Committee

Wong Po Yan Li Wai Keung

Wu Wai Chung, Michael

Independent Non-executive Directors of

Shenzhen Investment Limited

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from CIMB-GK Securities (HK) Limited to the Independent Board Committee and the Independent Shareholders which has been prepared for the purpose of inclusion in this circular.

==> picture [95 x 45] intentionally omitted <==

25/F., Central Tower 28 Queen’s Road Central Hong Kong 18 April 2008

To the Independent Board Committee and the Independent Shareholders of Shenzhen Investment Limited

Dear Sirs,

DISCLOSEABLE TRANSACTION AND

CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Transfer, details of which are contained in the circular (the “Circular”) to the Shareholders dated 18 April 2008, of which this letter forms part. Expressions used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

An independent board committee comprising Messrs Wong Po Yan, Wu Wai Chung, Michael, and Li Wai Keung being all of the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to the Transfer.

In formulating our recommendation, we have relied on the information and facts contained or referred to in the Circular as well as the representations made or provided by the Directors and senior management of the Company. The Directors have declared in a responsibility statement set out in Appendix IV to the Circular that they collectively and individually accept full responsibility for the accuracy of the information contained and representations made in the Circular. We have also assumed that the information and the Directors’ representations contained or referred to in the

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Circular were true and accurate at the time they were made and continue to be so at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have also been advised by the Directors and believe that no material facts have been omitted from the Circular.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or the prospects of the Company, Huayin Traffic, Jingdong Company or any of their respective subsidiaries or associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Transfer, we have considered the following principal factors and reasons:

Background and rationale

The Group is principally engaged in property development and property investment and management, infrastructure investment and provision of transportation services. Set out below are the operating results of the Group for the 2 years ended 31 December 2006 and 2007 as extracted from the annual report of the Group for the year ended 31 December 2006 and the annual result announcement of the Group for the year ended 31 December 2007:

	For the year	For the year
	ended	ended
	31 December	31 December
	2006	2007
	HK$’000	HK$’000
Turnover:
Property development	1,007,376	2,015,112
Property Investment	335,993	300,020
Property management	358,877	463,453
Transportation Services	154,475	161,714
Manufacturing	316,278	291,827
Infrastructure investment (Toll Road business)	18,504	56,053
Others	110,351	121,825
Total	2,301,854	3,410,004
Profit attributable to equity holders of
the Company	803,606	1,714,821

– 18 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As noted from the above table, the contribution of toll road business to the Group’s turnover has been insignificant in previous years. Majority of the Group’s turnover was from the contribution of property development, investment and management businesses. The Group’s infrastructure business mainly consisted of the Group’s investment in Road King Infrastructure Limited and Jingdong Company.

Huayin Traffic, is owned as to 51% by the Vendor and 49% by China Ping An. Huayin Traffic holds a 91% equity interest in Jingdong Company, the remaining 9% of which is held by Huayin Group. Jingdong Company is principally engaged in the construction and operation of the Jingdong Expressway in Hubei Province, the PRC. The principal fixed assets held by Jingdong Company are the operating rights in the Jingdong Expressway and the residential units in Jingdong City.

As stated in the Letter from the Board, since the opening of traffic of Jingdong Expressway in September 2006, Huayin Traffic has been operating at a loss. The audited net loss before and after taxation of Huayin Traffic for the financial year ended 31 December 2006 was approximately RMB19,800,000 (equivalent to approximately HK$21,186,000) and the unaudited net loss before and after taxation of Huayin Traffic for the year ended 31 December 2007 based on PRC consolidated management accounts was approximately RMB74,913,000 (equivalent to approximately HK$80,157,000). As advised by the Company, such loss was primarily attributable to the finance costs of the bank loan obtained by Huayin Traffic to finance the construction of the Jingdong Expressway. Based on the unaudited consolidated net book value of Huayin Traffic as at 31 December 2007 of PRC consolidated management accounts, the net asset value of Huayin Traffic was approximately RMB606,575,000 (equivalent to approximately HK$649,035,000) as at 31 December 2007.

As advised by the Company, the Jingdong Expressway, upon full completion (expected to be in 2011), will form a section of the Erguang Expressway which is one of the nationallevel expressways of the PRC’s national expressway plan running from Erlianhaote of Inner Mongolia at the north to Guangzhou City at the south (“Erguang Expressway”). The Board understands that it is expected that the section which forms the linkage between the Jingdong Expressway and the Erguang Expressway will be completed in 2011 and it is only by then the Jingdong Expressway will reach its optimal utilization capacity. The Board also expects that further capital commitment will be required to complete the linkage between the Jingdong Expressway and the Erguang Expressway. Given the current traffic flow, and the linkage to Erguang Expressway will only be completed in 2011, the Group takes the view that there will not be substantial growth in the traffic flow of the Jingdong Expressway in the near terms before 2011. Under this circumstances, the Board believes that the Transfer represents a good opportunity for the Group to realize its investment in Huayin Traffic and to streamline its business structure to focus its resources on property development and property investment.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the above, particularly the fact that the consecutive loss making position of Huayin Traffic since operation and the performance prospects of the Jingdong Expressway in near future, we concur with the view of the Board that the Transfer would enable the Group to streamline its business structure to focus on its property development, investment and management businesses, and hence is in the interests of the Company and the Shareholders as a whole.

Basis of the Consideration

As stated in the Letter from the Board, the Consideration was determined after arm’s length negotiation between the parties, with reference to the fair valuation of 100% equity interest in Jingdong Company as at 29 February 2008 of approximately RMB1,230.39 million (equivalent to approximately HK$1,316.52 million) (the “Jingdong Fair Value”) prepared by Greater China Appraisal Limited (the “Greater China”). As Huayin Traffic holds 91% interest in Jingdong Company, Huayin Traffic’s attributable interest in the Jingdong Fair Value equals to RMB1,119.65 million (equivalent to approximately HK$1,198.03 million). Thus, the Consideration represents a premium of approximately 6.7% over Huayin Traffic’s 46.41% attributable interest in the Jingdong Fair Value (which amounts to approximately RMB571.02 million (equivalent to approximately HK$610.99 million)).

Jingdong Fair Value

Based on the valuation report for the Jingdong Fair Value as contained in Appendix I to the Circular (“Valuation Report”), we noted that the Jingdong Fair Value has been arrived at based on the asset approach, which is reflected by deducting the fair value of the assets held by Jingdong Company as at 29 February 2008 by the sum of its total liabilities as at the same date. Currently, the principal fixed assets held by Jingdong Company are i) the operating rights in the Jingdong Expressway; and ii) some residential units in Jingdong City.

– 20 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed the Valuation Report and enquired with Greater China as to the methodologies adopted and assumptions made by them in arriving at the valuation for each of the operating rights in the Jingdong Expressway (“Jingdong Expressway Valuation”) and the residential units. We were advised by Greater China that in determining the Jingdong Expressway Valuation, there are three generally accepted valuation approaches, namely the market approach, cost approach and income approach. In determining the Jingdong Expressway Valuation, Greater China considered that the market approach is not appropriate as Jingdong Expressway has only commenced its trial run in September 2006 and it shall begin to attain its optimal utilized capacity by 2011 when the linkage of Jingdong Expressway to the Erguang Expressway is fully completed for traffic. Therefore, the existing economic variables such as revenue, earnings before interest, tax, depreciation and amortization or net profit after tax currently reported by Jingdong Company are not optimal for comparison with that of other companies engaging in toll road operations. Regarding the cost approach, Greater China is also of the opinion that it is not appropriate to value the Jingdong Expressway using the cost approach as this will ignore the economic benefits of ownership of Jingdong Expressway.

Greater China considers that the income approach is more appropriate in arriving at the Jingdong Expressway Valuation. Under the income approach, the fair value is formulated by the conversion of expected periodic benefits of ownership into an indication of value. We understand that Greater China have adopted the discounted cash flow method (“DCF Method”) to derive the future value of the project into a present market value. Greater China considers that the DCF Method is appropriate for the valuation since (i) the DCF Method eliminates the discrepancy in time value of money by using a discount rate that reflects all business risks including intrinsic and extrinsic uncertainties in relation to the business; and (ii) the DCF Method is a commonly used valuation method in valuing infrastructure projects as noted from other similar listed infrastructure companies in Hong Kong. Given the above, we concur with Greater China that the DCF Method is an appropriate methodology in determining the Jingdong Expressway Valuation.

– 21 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Furthermore, we also noted that in determining the Jingdong Expressway Valuation, Greater China has taken into consideration and relied to a considerable extent on a traffic and revenue study for Jingdong Expressway issued in March 2008 (the “Traffic Study”) prepared by Parsons Brinckerhoff (Asia) Ltd. (“PBA”) as contained in Appendix III to the Circular. The Traffic Study includes the projections for traffic flow and revenue stream of Jingdong Expressway from 2007 to 2036, which are based on various factors, including the expected annual GDP growth rate in the Hubei Province of the PRC, vehicle types, existing and future toll rate, existing road network and future transportation plans of the districts connected by Jingdong Expressway. Greater China estimated the Jingdong Expressway Valuation using the base case of the traffic flow and revenue stream of Jingdong Expressway forecasted by PBA, which represents the average of the optimistic and conservative forecasts done by PBA. Greater China confirmed that they have satisfied themselves with regard to the qualification and professional competency of PBA in preparation of the Traffic Study and they believed that the information and the forecasts of traffic flow and revenue stream of Jingdong Expressway from 2007 to 2036 as stated in the Traffic Study are reasonable and justifiable.

Furthermore, we noted that Greater China has adopted a discount rate of 12.68% (the “Discount Rate”) in the DCF model to arrive at the Jingdong Expressway Valuation. The Discount Rate is equivalent to the required rate of return on capital, which was derived at using the capital asset pricing model. We noted that Greater China has taken into consideration the general market expected rate of return on investment, rate of return on risk free investment and the discount required for the specific risks pertaining to the business of Jingdong Company in arriving at the Discount Rate. Having taken into account these factors, Greater China considered the Discount Rate used to arrive at the Jingdong Expressway Valuation to be fair and reasonable. Based on our review of the analysis and market references prepared by Greater China in determining the Discount Rate, we have no reason to doubt the fairness and reasonableness of using such rate.

We also noted that the residential units held by Jingdong Company have been valued by Greater China using the comparison method based on prices information available on comparable properties. As advised by Greater China, the comparison method is a commonly used valuation method for valuing residential units. Based on Greater China’s analysis, the fair value of the residential units was RMB3,200,000 as at 29 February 2008.

– 22 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparison with other listed companies

For further reference, we have searched for eight companies listed on the Stock Exchange which are engaged in similar lines of business as those of Jingdong Company, i.e. the operation and management of toll roads (the “Market Comparables”) principally in the PRC and performed a price to book ratio (“PBR”) analysis. As Jingdong Company made consequential losses for the two years ended 31 December 2006 and 2007, we consider that price to earnings ratio analysis not applicable. Presented below are the PBRs of the Market Comparables based on their closing prices on 5 March 2008, being the date of the Agreement (“Agreement Date”):

Name of the Market Comparables (stock code) Anhui Expressway Company Limited (995) GZI Transport Limited (1052) Hopewell Highway Infrastructure Limited (737) Jiangsu Expressway Company Limited (177) Road King Infrastructure Limited (1098) Shenzhen Expressway Company Limited (548) Sichuan Expressway company Limited (107) Zhejiang Expressway Company Limited (576) Average The Transfer The Transfer after adjusting for the Jingdong Fair Value	PBR (Note 1) 1.78 1.15 1.81 2.37 0.98 2.16 1.40 2.47
	1.77

	1.97_Note 2_ 1.07_Note 3_

Source: Bloomberg

Notes:

1) Calculated based on the closing price of the shares of the Market Comparables as of the Agreement Date.
2) Calculated based on the Consideration and 51% of the net book value of Huayin Traffic as at 31 December 2007.
3) Calculated based on the Consideration and 51% of the net book value of Huayin Traffic as adjusted by the Jingdong Fair Value.

– 23 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The PBR analysis

As noted in the table above, the average PBR as represented by the Market Comparables was approximately 1.77 times, ranging from approximately 0.98 times to 2.47 times. The PBR of the Transfer falls within the range of PBR of the Market Comparables and is higher than the average of the Market Comparables. The adjusted PBR of the Transfer after adjusting for the Jingdong Fair Value is lower than the PBRs of the Market Comparables which can be attributable to the underlying uncertainties in the traffic flow and revenue stream of the Jingdong Expressway as it has yet to reach its optimal utilization capacity until 2011 and that further capital commitment is also required to be made in that regard.

Having considered the above, we concur with the view of the Directors that the Consideration is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

POSSIBLE FINANCIAL EFFECT

Net Asset Value

As noted from the Letter from the Board, based on the Consideration and the book value of the 51% equity interests in Huayin Traffic as at 30 June 2007, the Company expects that the Group will record a gain before tax of approximately RMB40,000,000 (equivalent to approximately HK$43,000,000) arising from the Transfer. According, the Transfer would increase the net asset value of the Group upon Completion.

Earnings

Upon Completion, the financial results of Huayin Traffic will no longer be consolidated into those of the Group. In view of the loss making position of Huayin Traffic for the two years ended 31 December 2007, it is expected that the Transfer would have a positive impact on the earnings of the Group immediately after the Completion.

Gearings

As stated in the Group’s annual result announcement, the Group’s net debt to equity ratio was 50%. Upon completion of Transfer, such ratio of net debt would decrease.

– 24 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Working capital

As the Consideration will be satisfied by cash, the Transfer would enhance the working capital position of the Group.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we consider that the Transfer which falls within the usual and ordinary course of business of the Group, is in the interests of the Company and the Shareholders as a whole and the terms thereof are of normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we advise the Independent Shareholders and the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement.

Yours faithfully For and on behalf of CIMB-GK Securities (HK) Limited Alex Lau Flavia Hung Director Director Head of Corporate Finance

– 25 –

APPENDIX I BUSINESS VALUATION REPORT ON JINGDONG COMPANY

The following is the text of the business valuation report received from Greater China Appraisal Limited for the purpose of inclusion in this circular.

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Greater China Appraisal Limited 漢華評值有限公司 2703 Shui On Centre 6-8 Harbour Road Wanchai, Hong Kong

18 April 2008

The Directors Shenzhen Investment Limited 8th Floor, New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

Dear Sirs,

INSTRUCTIONS

In accordance with the instructions from Shenzhen Investment Limited (the “Company”), we have undertaken a valuation to determine the market value of equity interest in Hubei Jingdong Expressway Construction and Development Company Limited (the “Jingdong Company”).

We confirm that we have carried out inspections of the Jingdong Expressway (the “Expressway”) in Jingzhou City, Hubei province, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing our opinion of the fair value of the shareholder equity of Jingdong Company as at 29 February 2008 (referred to as the “Valuation Date”).

– 26 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

INTRODUCTION

Jingdong Company was incorporated on 5 November 2002 in the People’s Republic of China (the “PRC”) and is currently owned as to 91% by Hubei Shumyip Huayin Traffic Development Company Limited (a 51% subsidiary Shum Yip Investment (Shenzhen) Limited) and 9% by Hubei Huayin Enterprise Group Company Limited . The principal activity of Jingdong Company is the operation of Expressway (the “Expressway”) for 30 years commencing from 29 May 2007 to 28 May 2037. A Business Licence (Registration No. 420000000005279) was issued by the Hubei Administration of Industrial and Commerce in the name of Jingdong Company on 8 October 2007 with an authorized operating period from 5 November 2002 to 5 November 2037. As specified in an Approval for Establishing Toll Collection Station along Jingdong Expressway dated 28 July 2006 issued by the Municipal Government of Hubei, Jingdong Company is authorized to collect toll from vehicles passing through the toll stations of the Expressway for a term expiring on 28 May 2037.

– 27 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

JINGDONG EXPRESSWAY

Overview

The Exressway is a dual twotwo lane expressway spanning between the southern end of the Jingzhou Yangzi River Bridge（荊州長江大橋）within the Jingzhou Urban District（荊州市轄區）at the north and Dong Yue Miao (東岳廟 , nearby the border between Hubei Province and Hunan Province) within Gongan County（公安縣）at the south, with a total distance of 62.893893 kilometers (of which approximately 4.5 kilometres at the southern end of the Expressway is yet to be built subject to the construction progress of the Lixang-Changde Expressway). In return of building the Expressway, Jingdong Company is vested in the operating rights in the Expressway for a term of 30 years.

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----- Start of picture text -----

Jingzhou Yangzi Bridge
Jingzhou South Toll Station
Gongan Toll Station
Dong Yue Miao Toll Station Jia Zhu Yuan Service Zone
Hunan Province
----- End of picture text -----

– 28 –

APPENDIX I

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

The Expressway forms a section of the Erguang Expressway（二廣公路）which is one of the national-level expressways of the PRC’s national expressway plan running from Erlianhaote of Inner Mongolia at the north to Guangzhou City at the South. Upon full completion, the Expressway shall pass through such major city along its route as Jining（集寧）, Datong（大同）, Shouzhou （朔州）, Taiyuan（太原）, Changzi（長治）, Jincheng（晉城）, Luoyang（洛陽）, Pingdingshan（平頂山）, Nanyang（南陽）, Xiangfan（襄樊）, Jingmen（荊門）, Jingzhou（荊州）, Changde（常德）, Loudi（婁底）, Shaoyang（卲陽）, Yongzhou（永州）, Lianzhou（連州）.

At the time being, various sections of the expressway have been completed for traffic. The completion of the Lixiang（澧縣）– Changdi（常德）Expressway, which forms part of the Erguang Highway and is immediately linking with the Jingdong Expressway at the south, is deferred until 2011. It is believed that cross-provincial traffic shall be drawn to the Jingdong Expressway not until the completion of the Lixiang-Changdi Expressway in Hunan Province.

Toll Collection Stations

Along the Expressway, there are a total of 3 toll collection points known as the Jingzhou South Toll Collection Station (荊州南站 , “Jingzhou South Toll”), the Gongan Toll Collection Station (公安站 , “Gongan Toll”) and the Dongyuemiao Toll Collection Station (東岳廟站 , “Dong Yue Miao Toll”) are provided.

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Jingzhou Nan Toll Collection Station

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Gongan Toll Collection Station

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Dong Yue Miao Toll Collection Station

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Good Vehicle Weight Gauging System

– 29 –

APPENDIX I

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

The travel distance in-between the Toll Collection Stations are as follows:

Toll Collection Station


Toll Collection Station Jingzhou South Toll to Gongan Toll Gongan Toll to Dongyuemiao Toll Total	Distance (Km.) 26.664 31.739
	58.403

Each of the toll collection stations is supported with control areas erected with office buildings and other ancillary facilities.

Jingzhou South Toll Station – covering a land area of 4,916.77 square metres, the control areas of the toll station is erected with a 2-storey administrative office building and a single-storey transformer room having respective gross floor area of 888.38 square metres and 141.75 square metres.

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Administrative Office Building at Jingzhou South Toll Collection Station

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Transformer Room at Jingzhou South Toll Collection Station

– 30 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Gongan Toll Station – the control area of the toll station is the core of the entire management system of the Expressway. It covers a land area of 21,986.67 square metres on which the following buildings and structures are built:

Building / Structure	No. of Storey	Gross Floor Area
		(m2)
Administrative Office Building	3	1,907.85
Dormitory Building	3	873.84
Dormitory Building	3	873.84
Dormitory Building	3	797.28
Repair Workshop	1	300.66
Transformer Room	1	143.48

Dong Yue Miao Toll Station – the control area of the toll station covers a land area of 9,687.49 on which a 3-storey Administrative Office and Transformer Building with a gross floor area of 2,471.7 square metres is erected.

– 31 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

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Administrative Office Building at Gongan Toll Station

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Transformer Room at Gongan Toll Station

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Central Surveillance System at Gongan Toll Station

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Dormitory Building at Gongan Toll Station

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Repair Workshop at Gongan Toll Station

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Administrative Office Building at Dong Yue Miao Toll Station

– 32 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Jiazhuyuan Service Area (Western and Eastern Areas)

Along the Expressway, there are two service areas for supplies to drivers and passengers, an expressway service area is established at the south of Gongan Toll Station and is lying at both sides of the Expressway. Within each of the two service areas, a petrol filling station, public lavatories, a commercial complex and parking spaces are provided.

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Commercial Complex at Jiazhuyuan Service Area

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Lavatory at Jiazhuyuan Service Area

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Repair Workshop at Jiazhuyuan Service Area

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Petrol Filling Station at Jiazhuyuan Service Area

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Transformer Room at Jiazhuyuan Service Area

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Car Parking Area at Jiazhuyuan Service Area

– 33 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

The Eastern Service Area and the Western Service Area are occupying land with respective areas of 23,198.23 square metres and 21,858.67 square metres. On the service areas, the following buildings/structures are built:

two 3-storey commercial building (with a gross floor area of 2,960.55 square metres each);
two single-storey lavatory buildings;
two petrol filling stations (with a shed covered area of 461.55 square metres each);
a 2-storey dormitory building (with a gross floor area of 360 square metres);
two single-storey petrol filling station office buildings (with a gross floor area of 156.88 square metres each);
two single-storey repair workshops (with a gross floor area of 183.88 square metres each); and
a single-storey transformer room (with a gross floor area of 138.07 square metres).

As confirmed by Jingdong Company, the petrol filling stations at the Jiazhuyuan Service Area have been leased to an independent third parties for a term of 31 years commencing on 29 October 2005 and expiring on 29 October 2036 at a lump sum rental of RMB23,000,000 which is payable at the time when the construction of the petrol filling stations were completed. Currently, the petrol filling stations are operated by Sinopec.

– 34 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Toll Rates

The toll system for the Jingdong Expressway is a closed system with fixed toll rates charged for different vehicle categories. The prevailing toll structure of the Jingdong Expressway as authorized by the Municipal Government of Hubei is set out as follows:

Category	Vehicle Type	Definition	Toll
			(RMB/Vehicle/Km)
1	Small Passenger Vehicle	�5 seats	0.836
2	Medium Passenger Vehicle &	�6 but�17 seats	1.254
	Medium Goods Vehicle	�2 tons
3	Large Passenger Vehicle &	�18 but�30 seats	2.101
	Large Goods Vehicle	�2 but�5 tons
4	Large Passenger Vehicle	�31 but�50 seats	2.519
	Very Large Goods Vehicle	�5 but�10 tons
5	Special Large Passenger Vehicle	�51 seats	2.937
	Special Large Good Vehicle 1	�10 but�15 tons
6	Special Large Good Vehicle 2	�15 but�20 tons	3.355
7	Special Large Good Vehicle 3	�20 tons	3.355 + 0.836
			for each 5 tons
			exceeding 15 tons

Given the above authorized toll structure, the prevailing actual toll rate for each vehicle class are set out as follows:

	Between		Between
	Jingdong South	Between Gongan	Jingdong South
Category	and Gongan	and Dong Yue Miao	and Dong Yue Miao
	(RMB)	(RMB)	(RMB)
1	20	25	50
2	35	40	75
3	55	65	125
4	65	80	145
5	80	95	170
6	90	105	195
7	90 + 20	105 + 25	195 + 50
	for each 5 tons	for each 5 tons	for each 5 tons
	exceeding 15 tons	exceeding 15 tons	exceeding 15 tons

– 35 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

The toll operator is entitled to charge additional surcharges from good vehicles passing through the Toll Collection Stations and carrying good with total weight exceeding the maximum designed carriage capacities of the vehicles.

Traffic Flow

According to the statistics of 2007, the actual combined traffic flow for the Jingzhou Yangzi Bridge and the Jingdong Expressway was 2,618,832 vehicles of which 1,516,693 vehicles traveled over the Jingzhou Yangzi Bridge only. For the remaining 1,102,139 vehicles that traveled the Jingdong Expressway, 184,870 vehicles were non-toll paying. The composition of the 917,269 toll-paying vehicles of the Jingdong Expressway is tabulated below:

Category Vehicle Type 1 Small Passenger Vehicle 2 Medium Passenger Vehicle & Medium Goods Vehicle 3 Large Passenger Vehicle & Large Goods Vehicle 4 Large Passenger Vehicle Very Large Goods Vehicle 5 Special Large Passenger Vehicle Special Large Good Vehicle 1 6 Special Large Good Vehicle 2 7 Special Large Good Vehicle 3 Total Daily Average	Jingzhou South Toll to Gongan Toll 174,882 27,327 51,429 3,945 33,783 6,934 11,219 493 7,051 18,023 29 335,115 178	Jingzhou South Toll to Dongyuemiao Toll 126,481 37,444 77,385 8,046 102,575 21,841 56,114 1,989 17,795 67,553 14 517,237 918	Gongan Toll to Dongyuemiao Toll 33,124 6,416 10,853 2,378 5,122 2,578 2,181 214 708 1,343 0 64,917 1,417	Total 334,487 71,187 139,667 14,369 141,480 31,353 69,514 2,696 25,554 86,919 43
				917,269

				2,513

– 36 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

According to the financial statement of Jingdong Company as audited by the PRC auditors, turnover for the year ended 31 December 2007 is approximately RMB58,085,823 of which a sum of approximately RMB56,376,184 is contributed from toll income.

NON-OPERATING PROPERTIES

Pursuant to 6 sets of Agreement for Sale and Purchase of Commodity Property, Jingdong Company has acquired a total of 6 domestic units within the Phase 1 of a private residential estate known as Singapore City（新城國際）situated at Wude Road（武德路）, Shashi District（沙市區）, Jingzhou City. The domestic units are currently occupied by Jingdong Company as staff quarters.

The domestic units acquired by the Jingdong Company are as follows:

Agreement No. GF-2005-0252 refers to Block No. 20-01 (which is a 3-storey garden villa) with a gross floor area of 235.82 square metres;
Agreement No. GF-2005-0253 refers to Block No. 20-02 (which is a 3-storey garden villa) with a gross floor area of 235.82 square metres;
Agreement No. GF-2005-0255 refers to Unit 01(Lower) of Block No. 16 (a domestic unit within a 3-storey residential block) with a gross floor area of 138.91 square metres;
Agreement No. GF-2005-0250 refers to Unit 01(Upper) of Block No. 16 (a domestic unit within a 3-storey residential block) with a gross floor area of 175.81 square metres;
Agreement No. GF-2005-0249 refers to Unit 02(Lower) of Block No. 16 (a domestic unit within a 3-storey residential block) with a gross floor area of 138.36 square metres; and
Agreement No. GF-2005-0251 refers to Unit 02(Upper) of Block No. 16 (a domestic unit within a 3-storey residential block) with a gross floor area of 174.91 square metres.

– 37 –

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

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Block Nos. 20-01 and 20-02

Block No. 16

The residential buildings were all completed in 2006 and are held for a term of 70 years expiring on 10 January 2075. As confirmed by Jingdong Company, the purchase prices for the residential units have been settled in full and the issue of building and land ownership certificates for them by the Government are in progress.

BASIS OF VALUATION AND ASSUMPTIONS

The shareholders’ equity of Jingdong Company has been valued on the basis of “Fair Value” in the premise of continued use which, in our appraisal, reflects the future economic benefit to be derived from the ownership of the assets. Fair Value in continued use premise is defined as the estimated amount at which an asset might be expected to exchange between a willing buyer and a willing seller, neither being under compulsion, each having reasonable knowledge of all relevant facts, and with the buyer and seller contemplating retention of the business for continuation of current operations.

The definition of fair value adopted in this valuation report is similar and/or interchangeable with definitions of the valuation standards below:

Market Value

According to The Hong Kong Business Valuation Forum – Business Valuation Standards, market value is defined as the estimated amount for which an asset (a property) should exchange on the date of valuation between a willing buyer and willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Fair Market Value

The International Valuation Glossary defines fair market value as the amount at which an asset would change hands between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.

For the purpose of this valuation, the term fair value will be used throughout this valuation report. Our valuation has been prepared in accordance with the HKIS Valuation Standards on Trade related Business Assets and Business Enterprise (First Edition 2004) published by the Hong Kong Institute of Surveyors and the Business Valuation Standards (First Printed 2005) published by the Hong Kong Business Valuation Forum, which are generally accepted valuation standards followed by relevant professional practitioners in Hong Kong. These standards contain detailed guidelines on the basis and valuation approaches in valuing assets used in the operation of a trade or business and business enterprises.

Our appraisal included on-site inspection of the Jingdong Expressway, discussions with the management of Jingdong Company in relation to the history and nature of its operations; a study of the financial statements; a review of the information provided by the management in connection with the strategy of and the plan of action to be taken to implement the business plans. We have assumed that such information, opinions and representation provided to us are true and accurate. Before arrived at our opinion of value of the Jingdong Expressway, we have considered the following major factors:

i. the nature and the prospect of the concerned business operations and Jingdong Company;
ii. the financial conditions of Jingdong Company;
iii. the specific economic and competitive element affecting Jingdong Company, the industry and the market in which the Jingdong Expressway operates;
iv. the market-derived investment returns of enterprises engaged in a similar line of business;
v. the business risk of the operations of the Jingdong Expressway ;
vi. the traffic flow projection of the Jingdong Expressway as prepared by the Traffic Consultant of the Company; and

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

vii. the financial statements and the past operating results of Jingdong Company.

In view of the general environment and the particular situation in which the Jingdong Company is operating, the following assumptions have been adopted in our valuation of the Jingdong Expressway in order to sufficiently support our concluded value:

i. there will be no major change in the existing political, legal and economic conditions in the PRC;
ii. save for those proposed changes on taxation policies announced by the Tax Bureau of the PRC, there will be no major change in the current taxation law and tax rates as prevailing and that all applicable laws and regulations on taxation will be complied with by Jingdong Company;
iii. the interest rates and exchange rates will not differ materially from those presently prevailing;
iv. the availability of finance will not be a constraint on the forecast growth of Jingdong Company in operating the Expressway;
v. as part of our analysis, we have reviewed financial and business information from public sources together with such financial information, management representation, project documentation and other pertinent data concerning the project made available to us during the course of our valuation. We have assumed the accuracy of, and have relied on the information and management representations provided in arriving at our opinion of value. The operating results of the Jingdong Expressway revealed to us by the Company have been compiled by Jingdong Company based on fair and reasonable accounting policies that truly reflect the performance of the Jingdong Expressway;
vi. the facilities, systems and the technology utilized by the Jingdong Expressway are all sound and capable in performing their designed functions for supporting the toll expressway operations and do not infringe any relevant regulations and law;
vii. we have not undertaken structural or detailed civil engineering survey and are not therefore able to confirm that the Jingdong Expressway are built in compliance with the relevant national standards government expressway construction and the Expressway are structurally sound for its ongoing operations;

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

viii. Jingdong Company has obtained all necessary permits and approvals for operating the Jingdong Expressway and all ancillary business operations along the expressway in associate with toll road operations;
ix. Jingdong Company will secure and retain competent management, key personnel, marketing and technical staff to carry out and support its toll road operations; and
x. the estimated fair value does not include consideration of any extraordinary financing or income guarantees, special tax considerations or any other atypical benefits which may influence the market value.

In valuing the residential units held by Jingdong Company, no allowance has been made in our report for any charges, mortgages or amounts owing on them nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that they are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values. Our valuation have been made on the assumption that the seller sells the residential units on the market without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which could serve to affect their values.

We have relied to a very considerable extent on the information given by Jingdong Company and have accepted advice given to us on such matters as tenure, planning approvals, statutory notices, easements, particulars of occupancy, lettings, and all other relevant matters in relation to the residential units.

We have not carried out detailed site measurements to verify the correctness of the floor areas in respect of the residential units but have assumed that the floor areas shown on the Agreements for Sale and Purchase by virtue of which they were acquired by Jingdong Company are correct. All documents have been used as reference only and all dimensions, measurements and areas are approximations.

We have inspected the exterior and, where possible, the interior of the residential units. However, no structural survey has been made for them. In the course of our inspection, we did not note any apparent defects. We are not, however, able to report whether they are free of rot, infestation or any structural defect. No test was carried out on any of the building services and equipment.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

VALUATION METHODOLOGY

We have conducted our valuation in accordance with international valuation standards issued by the International Valuation Standards Committee. In arriving at our value, we have considered three accepted approaches. There are market approach, cost approach and income approach.

The fair value of the equity of Jingdong Company has been arrived at Asset Approach and is reflected by deducted from the fair value of the assets held by Jingdong Company by the sum of its total liabilities as at the Valuation Date. Currently, the principal fixed assets held by Jingdong Company are the operating rights in the Jingdong Expressway and the residential units in Jingdong City.

Jingdong Expressway commenced its trial run in 2006 and it is submitted that it shall attain its optimal utilized capacity by 2011 when the Erguang Highway is fully completed for traffic. Therefore, the existing economic variables such as revenue, EBITDA or net profit after tax currently reported by Jingdong Company are not appropriate as optimal economic variables for comparison with that of other companies engaging in toll road operations when valuing the operating rights in the Jingdong Expressway by the market approach.

The cost approach is not appropriate for valuing the operating rights either as it disregards the economic benefits of the asset.

We have therefore, relied solely on the income approach in determining our opinion of value of the operating rights in the Jingdong Expressway.

By the Income Approach, the fair value is formulated by the conversion of expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for an asset than an amount equal to the present worth of anticipated future benefits (income) from the same or equivalent asset with similar risk. Thus an indication of value would be developed by discounting future free cash flow available for distribution to the asset owner to their present worth at market-derived rates of return (discount rate) for the risks and hazards associated with the comparable assets.

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APPENDIX I

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

As this valuation exercise involved traffic and toll revenue forecasts for the Jingdong Expressway, we have considered and relied on to a considerable extent the Traffic and Revenue Study for Jingdong Expressway (the “Traffic Study”) prepared by Parsons Brinckerhoff (Asia) Ltd. (“PBA”). PBA has made projection on the traffic flow of the Jingdong Expressway over the operating period from 2007 to 2036. The projection is mainly based on the expected annual GDP growth rate, existing traffic flows between the regions where the Jingdong Expressway is serving, existing and future development on highway network that may affect the traffic flow of the Jingdong Expressway in particular the expected completion timeframe of the Lixiang-Changde Expressway and the Erguang Expressway when substantial cross-provincial traffic flow along the Expressway would be indiced.

The findings of PBA are presented in two forecast scenarios namely the “Optimistic” and “Conservative” scenarios. The “Optimistic” scenario assumes a high expectation of economic growth over the entire evaluation period and the “Conservative” scenario assumes a lower development growth potential and a slower pace of growth than the Optimistic scenario. The forecast traffic volume and toll charges prepared by PBA are the major reference of our estimation of the revenue stream of the Jingdong Expressway. We have then concluded our opinion of fair value based on the average of traffic flow projection of the “Optimistic” and “Conservative” scenarios prepared by PBA.

A discount rate is the expected rate of return that an investor would have to give up by investing in the subject asset instead of available alternative investments that are comparable in terms of risk and other investment characteristics. When developing a discount rate, the cost of equity of companies engaging in operations similar to the appraised asset would provide a relevant proxy.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

The cost of equity can be developed using the Capital Asset Pricing Model (CAPM) which states that an investor requires excess returns to compensate for any risk that is correlated to the risk in the return from the well diversified market portfolio (the composite portfolio of the board base equity market index would normally be taken) but requires no excess return for other risks. Risks that are correlated with the return from the market portfolio are referred to as systematic risks. Other risks, which are normally asset specific, are referred to as nonsystematic risks. By the CAPM, the appropriate cost of equity for compensating the systematic risk is computed by the following formula:

Ke = RF + �(MRP) where

Ke : Cost of Equity RF : Risk Free Rate (long-term government bond rate is adopted) � : price sensitivity which measures how much the asset’s return and market return move together. The beta can be estimated by regression, industry comparables and smoothing techniques
MRP : market risk premium i.e market return minus risk free rate

In our valuation, several listed companies engaging in toll road business have been selected as comparable companies and their price sensitivity coefficients (ß) have been extracted from the database of Bloomberg L.P.. From our analysis, we conclude that a discount rate of 12.68 % is appropriate for valuing business enterprises the Jingdong Company through the discounted cash flow model.

For determining the beta for our valuation, we have made reference to the beta of the following comparable companies which have been selected on the criteria that:

the company have been vested operating rights in toll roads
the companies are principally engaged in operating the toll roads; and
the toll roads are situated in the PRC; and
the companies are not leading stocks of the peer group.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Company Name

Jiangsu Expressway Co. Ltd. (#177)

Shangdong Expressway Co. Ltd. (#600350)

Anhui Expressway Co. Ltd. (#995)

Business Operations

Beta

The Company is principally engaged in the 0.85 investment, construction, operation and management of the Shanghai-Nanjing Expressway Jiangsu Section and other related toll highways within Jiangsu Province, China. It also provides auxiliary services along the expressways, such as refueling, food catering, commodities retailing and other related businesses in the six service areas along Shanghai-Nanjing Expressway. Apart from Shanghai-Nanjing Expressway, the Company also owns the entire or partial interests of other toll roads and bridges located in Jiangsu Province, including the Shanghai-Nanjing Section of national Trunk 312, Xicheng Expressway, Guangjing Expressway, Nanjing-Lianyungang Expressway Nanjing Section, Jiangyin Yangtze Bridge and Sujiahang Expressway.

It is principally engaged in the toll collection of bridges and roads, as well as the sale of petroleum products. Headquartered in Jinan, Shandong Province, China, the Company primarily operates and manages Jiqing Expressway (from Jinan to Qingdao) and Jinan Yellow River No.2 Bridge.

0.89

It is primarily engaged in the operation and 0.92 management of toll expressways in Anhui Province, China. The Company mainly operates Hening Expressway, New Tianchang Section of national Trunk 205, Gaojie Expressway, Xuanguang Expressway, Lianhuo Expressway Anhui Section and Ninghuai Expressway Tianchang Section, which are located in Anhui province.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Company Name Business Operations Beta Jiangxi Gangue It is engaged in the construction, maintenance, 0.84 Expressway Co. Ltd. operation and management of expressways, as (#600269) well as toll collection. Headquartered in Nanchang, Jiangxi Province, the Company manages six expressways, including Changjiu Expressway (Nanchang to Jiujiang); Silver Triangle Expressway (Nanchang to Gaofangling); Changzhang Expressway (Nanchang to Zhangshu), Changtai Expressway (Nanchang to Taihe), Jiujing Expressway (Jiujiang to Jingdezhen) and Wenhou Expressway (Wenjiazhen to Houtian).

Fujian Expressway It is principally engaged in the construction, Development Co. Ltd. operation, maintenance and management of (#600033) expressways, as well as the collection of toll fees. Based in Fuzhou, Fujian Province, the PRC, the Company operates two expressways within Fujian Province, including Quan-Xia Expressway, connecting Quanzhou and Xiamen, and Fu-Quan Expressway, connecting Fuzhou and Quanzhou.

0.812

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Company Name Business Operations Beta Sichuan Expressway Co. It is engaged in the investment, construction, 0.88 Ltd. (#107) operation and management of road infrastructure projects in Sichuan Province and operating ancillary businesses related to toll roads. The three toll roads of the Company include Sichuan Chengyu Expressway (Chengyu Expressway), Sichuan Chengya Expressway (Chengya Expressway) and Chengdu Chengbei Exit Expressway (Chengbei Exit Expressway). The Company’s subsidiaries include Chengdu Chengbei Exit Expressway Company Limited, Chengdu Shuhai Investment Management Company Limited (Shuhai), Sichuan Shugong Expressway Engineering Company Limited, Sichuan Shusha Enterprise Company Limited and Sichuan Chengyu Expressway Advertising Company Limited.

GZI Transport Ltd. It is primarily engaged in investment and 0.74 (#1052) operation of expressways and national toll highways and bridges located in Guangdong Province. The Company’s investments in toll road and bridge projects included Guangzhou City Northern Ring Road, Guangzhou Northern Second Ring Expressway, Guangzhou Western Second Ring Expressway, Humen Bridge and Shantou Bay Bridge; Guangshen Highway, Guangshan Highway, Guangcong Highway Sections I and II, Guanghua Highway and Qinglian Highways, all of which connect the traffic hub of Guangzhou City and inter-provincial traffic between Guangdong, Hunan, Jiangxi Provinces, and Xian Expressway in Shaanxi Province and Xiang Jiang Bridge II in Xiangtan City of Hunan Province are both located outside Guangdong Province.

Source: Bloomberg

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

The parameters used in determining the discount rate are shown as below:

Indicated Risk Free Rate	�	4.13%
Market Return	�	13.23%
Risk Premium	�	9.101%
Estimated unlevered Beta	�	0.6761
Estimated levered Beta	�	2.0322 (based on debt-to-equity ratio of 267% and a
		tax rate of 25%)
Cost of Equity	�	22.61%
Cost of Debt	�	6.45%
WACC	�	9.68%
Add marketability premium	�	3%
Discount Rate	�	12.68%

Based on the aforesaid analysis, the fair value of the Jingdong Expressway is RMB2,925,626,415 .

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

A sensitivity analysis was prepared based on discount rates of 11.68% and 13.68% and based on optimistic, base and conservative cases of traffic flow projections are performed with results shown below:

		Discount Rate
RMB	11.68%	12.68%	13.68%
Optimistic Case	3,634,232,503	3,131,932,133	2,714,200,817
Base Case	3,386,123,662	2,925,626,415	2,541,817,688
Conservative Case	3,137,759,253	2,719,109,879	2,369,259,774

The 6 residential units acquired by Jingdong Company has been valued by the comparison method where comparison based on prices information on comparable property is made. Comparable property of similar size, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital values.

Based on our analysis, the fair value of the residential units is RMB3,200,000.

CONCLUSION OF VALUE

Based upon the investigation and analysis outline above, our valuation basis, valuation assumptions and the appraisal method employed, it is our opinion that as of 29 February 2008 , the Fair Value of 100% equity of Jingdong Company is reasonably represented by the sum as computed as follows:

Current Assets_1_	:	RMB43,493,156
Fair Value of Fixed Asset	:	RMB 2,928,826,415 (Jingdong Expressway and Property)
Total Assets	:	RMB2,972,319,571
Total Liabilities_2_	:	RMB1,741,930,971
100% Equity	:	RMB1,230,388,600

91% interest in Jingdong Company attributable to Hubei Shumyip Huayin Traffic Development Company Limited is RMB1,119,653,626; and 51% interest in Hubei Shumyip Huayin Traffic Development Company Limited attributable to Shum Yip Investment (Shenzhen) Limited is RMB571,023,349.

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BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Notes:

1 The amount of current assets is cited from the unaudited balance sheet of Jingdong Company as at 29 February 2008 which comprises cash on hand of RMB39,172,513.40 and trade receivables of RMB643,739.80, prepayment of RMB200,000 and other receivables of RMB3,476,902.95.

2 The amount of total liabilities is cited from the unaudited balance sheet of Jingdong Company as at 29 February 2008 which comprises current liabilities of RMB145,930,970.85 and long-term debts of RMB1,596,000,000.

This conclusion of value was based on generally accepted valuation procedures and practices that rely extensively on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained.

We have not investigated the title to or any liabilities against the assets appraised.

Yours faithfully, For and on behalf of Greater China Appraisal Limited Tse Wai Leung MFin MRICS MHKIS RPS (GP) Assistant Vice President

Tse Wai Leung is a member of both the Royal Institute of Chartered Surveyors and the Hong Kong Institute of Surveyors and a Registered Professional Surveyor in General Practice. He is on the list of Property Valuers for Undertaking Valuations for Incorporation or Reference in Listing Particulars and Circulars and Valuations in Connection with Takeovers and Mergers of the Hong Kong Institute of Surveyors, Registered Business Valuer under the Hong Kong Business Forum and has over 10 years’ experience in valuation of properties in Hong Kong, in Macau and in the PRC.

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APPENDIX II LETTERS FROM ERNST & YOUNG AND THE INDEPENDENT FINANCIAL ADVISER RELATING TO THE BUSINESS VALUATION REPORT

1. LETTER FROM ERNST & YOUNG

The following is the text of a letter relating to the business valuation report received from the reporting accountants of the Company, Ernst & Young, for the purpose of incorporation in this circular.

==> picture [142 x 45] intentionally omitted <==

18 April 2008

The Directors Shenzhen Investment Limited 8th Floor, New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

Dear Sirs,

We refer to the valuation dated 18 April 2008 (the “Valuation”) prepared by Greater China Appraisal Limited (“Greater China Appraisal’’) in respect of the appraisal of the fair value of 100% equity of Hubei Jingdong Expressway Construction and Development Company Limited (the “Jingdong Company”) as of 29 February 2008 set out on pages 26 to 50 in Appendix I of the Company’s circular dated 18 April 2008 (the “Circular”).

As stated in the letter of Greater China Appraisal set out on pages 26 to 50 of the Circular, the Valuation has been arrived at based on the income approach, which takes into account the net discounted cash flows of the Jingdong Company during its operating period from 2007 to 2036 (hereinafter referred to as the “Underlying Projection”). We have reviewed the calculation of the Underlying Projection on which the fair value of the 100% equity of Jingdong Company is determined.

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APPENDIX II LETTERS FROM ERNST & YOUNG AND THE INDEPENDENT FINANCIAL ADVISER RELATING TO THE BUSINESS VALUATION REPORT

Responsibilities

The Directors of the Company are responsible for the Underlying Projection. Because the Underlying Projection relates to cash flows, no accounting policies of the Company have been adopted in its preparation. The Underlying Projection has been prepared using a set of assumptions (the “Assumptions”) that include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Underlying Projection and the variation may be material. The Directors of the Company are responsible for the reasonableness and validity of the Assumptions.

It is our responsibility to form an opinion, based on our work on the calculation of the Underlying Projection and to report our opinion solely to you, as a body, solely for the purpose of reporting under paragraphs 14.62(2) and 14A.59(17)(b) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and for no other purpose. We have not reviewed, considered or conducted any work on the reasonableness and the validity of the Assumptions and express no opinion whatsoever thereon. We accept no responsibility to any other person in respect of, arising out of, or in connection with our work.

Summary of our work

We conducted our work with reference to Auditing Guideline 3.341 “Accountants’ Report on Profit Forecasts” issued by the Hong Kong Institute of Certified Public Accountants. We reviewed the arithmetical accuracy of the Underlying Projection. Our work has been undertaken solely to assist the Directors of the Company in evaluation whether the Underlying Projection, so far as the calculations are concerned, has been properly compiled on the basis of the Assumptions made. Our work does not constitute any valuation of the equity interests of Jingdong Company.

Opinion

Based on the review of the arithmetical accuracy of the Underlying Projection, so far as the calculations are concerned, the Underlying Projection has been properly compiled on the basis of the Assumptions made.

Yours faithfully,

Ernst & Young

Certified Public Accountants Hong Kong

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APPENDIX II

LETTERS FROM ERNST & YOUNG AND THE INDEPENDENT FINANCIAL ADVISER RELATING TO THE BUSINESS VALUATION REPORT

2. LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter relating to the business valuation report received from the Independent Financial Adviser for the purpose of incorporation in this circular.

==> picture [95 x 45] intentionally omitted <==

25/F., Central Tower 28 Queen’s Road Central Hong Kong 18 April 2008

The Board of Directors

Shenzhen Investment Limited 8/F New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

Dear Sirs,

We refer to the valuation prepared by Greater China Appraisal Limited (“Greater China”) in relation to the fair value (the “Fair Value”) of 湖北荊東高速公路建設開發有限公司 (Hubei Jingdong Expressway Construction and Development Company Limited) (the “Jingdong Company”). The Jingdong Company is currently owned as to 91% by 湖北深業華銀交通開發有限公司 (Hubei Shumyip Huayin Traffic Development Company Limited) (a 51% subsidiary of 深業控股（深圳）有限公司 (Shum Yip Investment (Shenzhen) Limited)) and 9% by 湖北華銀實業集團有限公司 (Hubei Huayin Enterprise Group Company Limited). The report of Greater China is included in Appendix I to a circular dated 18 April 2008 (the “Circular”) issued by Shenzhen Investment Limited (the “Company”).

We note that the Fair Value, which has been developed based on the discounted cash flow analysis, is regarded as profit forecast under Chapter 14 of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited. We note that the Fair Value is developed based on, among others, the cash flow projection of the Jingdong Company (the “Underlying Projection”).

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APPENDIX II LETTERS FROM ERNST & YOUNG AND THE INDEPENDENT FINANCIAL ADVISER RELATING TO THE BUSINESS VALUATION REPORT

We have discussed with the management of the Company and Greater China regarding the bases and assumptions adopted in arriving at the Fair Value, and have reviewed the letter issued by Ernst & Young dated 18 April 2008 as set out in Appendix II to the Circular stating that the Underlying Projection, so far as the arithmetical accuracy of the calculations are concerned, has been properly compiled in accordance with the bases and assumptions made by the Directors.

On the basis of the foregoing and all the information comprising the Underlying Projection and the arithmetical accuracy of the calculations reviewed by Ernst & Young, we are of the opinion that the Underlying Projection, for which the management of the Company is solely responsible, has been made after due and careful enquiry.

Yours faithfully For and on behalf of CIMB-GK Securities (HK) Limited Alex Lau Flavia Hung Director Director Head of Corporate Finance

– 54 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

The following is the text of a traffic study report relating to Jingdong Expressway prepared for the purpose of inclusion in this circular received from Parsons Brinckerhoff (Asia) Limited.

==> picture [58 x 59] intentionally omitted <==

Parsons Brinckerhoff (Asia) Limited

7/F, One Kowloon 1 Wang Yuen Street Kowloon Bay Hong Kong

18 April 2008

The Directors

Shenzhen Investment Limited 8th Floor, New East Ocean Centre 9 Science Museum Road Tsimshatsui, Kowloon Hong Kong

1. PROJECT DESCRIPTION

1.1 Project Background

Parsons Brinckerhoff (Asia) Limited (also referred to as “PBA” of the “Consultant”) is commissioned by Shenzhen Investment Limited (hereafter referred to as “SIL”) to update the traffic and revenue study for Jingdong Expressway in Hubei which was completed in 2006. The update will be based on the information provided from the Operator of Jingdong Expressway, no independent traffic data collection was carried out by the Consultant.

1.2 Project Introduction

The city of Jingzhou is located in the south central part of Hubei province. It is an important transportation hub in central China. Jingzhou is one of the main port on the Yangtse River and also the base of textile industry. The distance between east and west of Jingzhou city is about 270km, south to north about l30km. In 2001, the Jingzhou city jurisdiction included the Jingzhou and Shashi districts, the Gongan, Jianli, and Jiangling counties, and Songzi, Shishou, Honghu cities. The total area of the city was 14067 square km, comprising 7.6% of Hubei province.

– 55 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

The Hubei Jingdong expressway begins at the south shore of Jingzhou Changjiang bridge, and ends at Dongyuemiao in Gong’an county at the boundary between Hunan and Hubei; the total length of the expressway is 62.748km. Jingdong expressway is a full accesscontrolled expressway; with dual-2 lanes and a design speed of 100km/hr. The expressway will have 3 toll stations, which are Jingzhou South station, Gong’an station and Dongyuemiao Station.

The Jingdong expressway is one of the trunk expressways in China’s national expressway plan, forming part of the Erlianhaote to Guangdong expressway (Erguang Expressway), it is also a very important section of the Xiangjing expressway within the expressway system of Hubei province. The opening of the Jingdong expressway alleviates the chronic congestion on National Highway 207. Figure 1.1 shows the location of Jingdong Expressway.

The Erguang Expressway has been given priority status in the 10th Five Year Plan of China. The current progress of the Erguang Expressway is summarized below:

The entire Shanxi province section of approximately 320 kilometres is opened to traffic;
The total length of the Henan province section is 374 kilometres; some sections are already open to traffic, and the entire section is estimated to complete in 2008.
The whole Hubei province section of total 248km is open to traffic.
Parts of the 636km long Hunan province section are open to traffic, and the remaining segments are anticipated to open in the first half of 2010. Between Dongyuemiao at the south end of Jingdong Expressway and Changde city in Hunan province is a Class 1 highway at present, and works is progressing to improve this segment to expressway standards. Completion of the works is scheduled for 2010. The Jingzhu expressway between Changsha and Guangzhou is already completed in 2003.
The Guangdong province section spans 340 kilometres. Parts of the road have been open to traffic, with full completion anticipated in 2009.

– 56 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

1.3 Study Purposes

The main objective of the study is to update the future traffic and potential revenues based on the data provided by SIL for the valuation of the expressway in the study.

Figure 1.1 LOCATION MAP

==> picture [335 x 199] intentionally omitted <==

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APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

2. STUDY APPROACH AND SCOPE

There are five technical modules to be conducted in this study:

Module 1: Traffic Data Inventory, Collection and Analysis

To define existing travel pattern under the base-year condition.

Module 2: Development of Study Methodology

To develop the most appropriate technical approach based on the available technical information and resources.

Module 3: Future Traffic Forecasts

To determine future travel demand for the study facility under optimistic and conservative scenarios.

Module 4: Toll Revenue Projections

To estimate future toll revenue potential under different traffic and revenue scenarios.

Module 5: Study Report

To document the analytical results and present technical findings comprehensively.

From these we can:

Define the existing traffic conditions and patterns of the Jingdong Expressway
Project the future growth potential of the expressway
Estimate the future travel demand and revenue potential of the Jingdong Expressway

Each of these study components will be discussed in details in the following chapters.

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APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

3. EXISTING CONDITIONS

3.1 Traffic Data

Based on the data from the Operator of Jingdong Expressway, Jingdong Expressway opened to traffic on September 2006, and 2007 was the first complete year of operation. Therefore, for the purpose of this study, year 2007 has been defined as the base year. The vehicle classification are based on the existing toll classes of expressways in Hubei that included 5 types of passenger vehicles (PV) and 6 types of goods vehicles (GV). The vehicle classifications in this study consist of toll-exempted vehicle. The toll classes are summarised in Table 3.1.1 below:

Table 3.1.1 Definition of Toll-Vehicle Classification

Class	1:	Passenger veh < 5 seats
Class	2:	Passenger veh. 6- 17 seats; Goods veh. < 2.0 tons
Class	3:	Passenger veh. 18-30 seats; Sleeper Bus < 25 seats;
		Goods veh. 2.1 – 5.0 tons
Class	4:	Passenger veh. 31-50 seats or above; Sleeper Bus > 26 seats
		Goods veh. 5.1 – 10.0 tons
Class	5:	Passenger veh. 51 seats or above, Goods veh. 10.1-15 tons
Class	6:	Goods veh. 15.1-20 tons
Class	7:	Goods veh. 20.1 tons or above

Toll-exempted: Military Vehicles, Police Vehicles, Ambulances, Fire Engines, etc. vehicles

3.2 License Plate Survey

The traffic pattern of the existing study corridor would be similar to National Highway 207 prior to the opening of Jingdong Expressway. This is due to both Jingdong Expressway and National Highway 207 serve the same corridor, and hence they would have similar origin-destination patterns, peaking characteristics, etc. Therefore the license plate survey result from the previous 2006 study is considered valid for this study. The license plate survey results are summarized in Table 3.2.1.

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Table 3.2.1 License Plate Survey Summary (in vehicles)

License Plate Jingzhou City Hubei Province North West East South Total	Passenger vehicles 2564 524 62 35 43 231 3459	Goods vehicles 1016 940 462 115 139 300 2972	Total 3580 1464 524 150 182 531 6431	% 55.67% 22.76% 8.15% 2.33% 2.83% 8.26% 100%	% 55.67% 22.76% 21.57% (Other Provinces)
					100%

3.3 Economic Development

In addition to traffic data, information associated with the economy of the study region was also collected, in particular, the Gross Domestic Product (GDP). It is widely accepted that travel demand is closely related to economic activities and land uses, we have therefore examined historical traffic growth in relation to historic economic growth. Table 3.3.1 highlights the GDP of the study area.

Table 3.3.1 Annual GDP of Study area (in 10 million RMB)

Year	Jingzhou	Hubei	Hunan	Shanxi	Henan	Hebei	Guangdong	Hainan	Guangxi
2000	301	4276	3692	1845	5138	5089	9662	518	2050
2001	330	4662	3983	2029	5640	5578	10648	546	2231
2002	359	4831	4141	2324	6169	6123	11736	598	2455
2003	389	5402	4639	2855	7049	7099	13626	671	2735
2004	430	6320	5612	3571	8815	8833	16040	790	3320
2005	393	6484	6473	4179	10535	10116	21701	903	4063
2006	438	7497	7493	4746	12464	11613	25968	1052	4802
Average
Growth Rate	6.69%	9.95%	12.66%	17.17%	16.05%	14.84%	18.2%	12.61%	15.37%

Source: 1. Statistical Yearbook of the Provinces (2001-2006)

2. GDP is in current prices

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4. TRAFFIC DEMAND FORECAST

4.1 Traffic Forecast Methodology

The traffic forecast methodology approach typically involves the following technical elements:

Determine base year traffic based on available data
Analyse growth patterns and define background traffic growth rates
Consider other factors which may influence future traffic, such as competing roads and induced traffic
Define and consider system capacities

See Figure 4.1 for the technical approach flow chart.

4.2 Sources of Information

As stated in previous section, some of the important data references reviewed and used by the project team include:

Traffic and revenue data of Jingdong Expressway (Jan 2007-Dec 2007);
Statistical Yearbooks of Hubei, Jingzhou, Hunan, Guangdong, Guangxi, Hainan, Henan, Hebei and Shanxi (2001-2006);
Historical data of the study area from previous studies; and
Relevant information accumulated in PBA’s database

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Figure 4.1 Technical Approach Flow Chart

==> picture [322 x 500] intentionally omitted <==

----- Start of picture text -----

Raw Data by Toll Station
Traffic Data by Vehicle Class
Station to Station Data by
Vehicle Classification
Base Year Daily Traffic
Matrices
Future Growth Factors
Diversion & Induced Traffic
Future Years Daily
Station to Station Traffic Matrices
Future Year
Toll Rates
Future Year
Revenue
----- End of picture text -----

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4.3 Base Year Traffic

The base year of this study is year 2007, Table 4.3.1 shows the base year system traffic of Jingdong expressway.

Table 4.3.1 Base Year (2007) Daily Traffic (In Vehicles)

Vehicle Type	Definition	AADT
Class 1	Passenger veh < 5 seats	915
Class 2	Passenger veh. 6-17 seats; Goods veh. < 2.0 tons	580
Class 3	Passenger veh. 18-30 seats; Sleeper Bus < 25 seats;
	Goods veh. 2.1 – 5.0 tons	425
Class 4	Passenger veh. 31-50 seats or above;
	Sleeper Bus > 26 seats Goods veh. 5.1 – 10.0 tons	285
Class 5	Passenger veh. 51 seats or above;
	Goods veh. 10.1-15 tons	90
Class 6	Goods veh. 15.1-20 tons	240
Class 7	Goods veh. 20.1 tons or above	5
Toll-exempted	Military Vehicles, Police Vehicles, Ambulances,
Vehicle	Fire Engines, etc.	505
Total		3,045

Note: Data has been round up to nearest 5.

AADT stands for Annual Average Daily Traffic

The traffic between Jingzhou Bridge and Jingzhou South Toll station does not pay toll, therefore the system traffic presented above is excluded the traffic between Jingzhou Bridge and Jingzhou South Toll station.

4.4 Future Traffic Growth

It is generally accepted that traffic demand is directly related to economic activities. To project the future traffic growth of Jingdong Expressway, we have considered the future economic growth and future development of the study area. Table 4.4.1 and 4.4.2 show the future economic growth of the study area.

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Table 4.4.1 GDP forecast of study area (Annual growth rate in %) – Optimistic Scenario

Period	Jingzhou	Hubei	Hunan	Shanxi	Hainan	Guangdong	Hainan	Guangxi
2008-2010	9	10	11	14	13	14	11	12
2011-2015	8	9	10	13	12	13	10	11
2016-2020	6.5	7.5	8.5	9	9	10	8	8.5
2021-2025	5.5	6.5	7	7.5	7	8	7	7
2026-2030	4	4.5	5	5	5	5	5	5
2031-2036	3	3	4	4	4	4	4	4

Table 4.4.2 GDP forecast of study area (Annual growth rate in %) – Conservative Scenario

Period	Jingzhou	Hubei	Hunan	Shanxi	Hainan	Guangdong	Hainan	Guangxi
2008-2010	8	9	10	13	12	13	10	11
2011-2015	7	8	9	11	10	12	9	10
2016-2020	5.5	6.5	7.5	8	8.5	9	7	7.5
2021-2025	4	5.5	5.5	6	6	7	6	6
2026-2030	3	3	3	3.5	3	4.5	4	4
2031-2036	2.5	2.5	2.5	3	2.5	3	3	3

Note: Inflation rate is not included

Based on the relationship between the historical traffic growth and economic growth, traffic growth rates were developed for the study corridor, as shown in Tables 4.4.3 to 4.4.4.

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Table 4.4.3 Traffic Growth Forecast (Optimistic Scenario Annual Growth %)

		Local	Cross-boundary	Cross-boundary	Long-distance	Long-distance
	Veh. (%)		Veh.	(%)	Veh.	(%)
Period	PV	GV	PV	GV	PV	GV
2008-2010	10.2	11.6	8.3	9.8	11.2	13.6
2011-2015	9.0	10.3	7.5	8.8	10.3	12.5
2016-2020	7.9	9.0	6.7	7.8	8.6	10.5
2021-2025	6.8	7.7	5.8	6.9	4.9	8.5
2026-2030	5.6	6.5	4.2	4.9	4.3	6.0
2031-2036	4.5	5.2	3.3	3.9	4.3	5.3

Table 4.4.4 Traffic Growth Forecast (Conservative Scenario Annual Growth %)

		Local	Cross-boundary	Cross-boundary	Long-distance	Long-distance
	Veh. (%)		Veh.	(%)	Veh.	(%)
Period	PV	GV	PV	GV	PV	GV
2008-2010	9.0	10.3	7.5	8.8	10.3	12.5
2011-2015	7.9	9.0	6.7	7.8	9.1	11.1
2016-2020	6.8	7.7	5.8	6.9	7.6	9.3
2021-2025	5.6	6.5	5.0	5.9	6.0	7.3
2026-2030	3.4	5.2	3.3	3.9	4.0	4.9
2031-2036	3.4	3.9	2.5	2.9	3.1	3.8

Note: PV stands for Passenger Vehicle & GV stands for Goods Vehicle

4.4.1 Road Network Plan

According to the 2020 Hubei provincial highway network plan, and the Jingzhou city road network plan, shown in Figure 4.2 and Figure 4.3 , the highway network in Hubei can be summarized into a network of 5 north-south routes, 3 east-west routes and a circular route. Between now and 2020, the following roads will be constructed in Jingzhou city and may affect the traffic demand on Jingdong Expressway:

Suizhou to Yueyang Expressway – a north-south highway that parallels to the Jingdong Expressway, it is expected to open in 2008. Since there is also a planned expressway between Yueyang and Changde which is expected to open in 2010, diversion of the parallel traffic from Jingdong Expressway can be expected.

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Wuhan to Jingmen Expressway – this expressway is also expected to open in 2008, and intersects with Shuiyue Expressway.
Xiangfan to Jingzhou (NS4) – this Class 1 north-south highway parallels to Jingdong expressway, from Jingmen (Macheng) to Shishou, passing through Jingmen, Shayang, Qianjiang and Shishou, for a distance of about 105km (including Shishou Changjiang Bridge). Target completion year will be between 2011-2015.
Xiangfan to Jingzhou (NS4) – this Class 1 highway connects Jingzhou to Jianli, and passes through Shashi, Jiangling and Jianli, total distance about 140km. Target completion year will be between 2011-2015.
National Highway 207 between Jingzhou expressway south end point and Changde (Hunan province) is currently a Class 1 highway. It will be reconstructed to expressway standard in 2010, to form a part of a northsouth expressway through China.

Among the above-mentioned highways, the impact on Jingdong expressway from the highways of Class 1 or below is expected to be small. And the diversion impact from Suizhou – Yueyang Expressway is relatively high.

4.5 Induced Traffic and Diversion

With the opening of the expressways between Suizhou – Yueyang and Wuhan – Jingmen in year 2009; and also the section of expressway between Yueyang and Changde in year 2011, there will be a diversion to the competing roads.

Based on the result of the license plate survey, the diversion to the competing road are as follows:

		Diverted	Traffic between	Jingzhou	Bridge
			and Dongyuemiao (%)
Year	SPV	MPV	LPV	SGV	MGV	LGV
2009	22.8%	12.0%	12.0%	3.9%	3.7%	7.0%
2011	12.8%	10.0%	10.0%	10.7%	14.1%	28.5%

Note: Small Passenger Vehicle (SPV); Medium Passenger Vehicle (MPV) & Large Passenger Vehicle (LPV) Small Goods Vehicle (SGV); Medium Goods Vehicle (MGV) & Large Goods Vehicle (LGV).

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Induced traffic is considered after the opening of the Hunan section of the Erguang Expressway. There are two aspects of induced traffic: the first type is the traffic diverted from other roads within the same corridor, this traffic is mainly from NH207 and Jingzhu Expressway; the second type is the additional demand generated by completion of Hunan section of the Expressway. The induced traffic under the second type is difficult to estimate and the general assumption in Chinese practice is 10% of total traffic.

The estimation of the induced traffic are as follows:

Year	SPV	MPV	LPV	SGV MGV	LGV
	Induced Traffic Between Jingzhou Bridge & Dongyuemiao
		from	National Highway 207 (%)
2011	10.0%	10.0%	10.0%	65.0% 65.0%	65.0%
		Induced Traffic to the		entire expressway (%)
2012	10.0%	10.0%	10.0%	10.0% 10.0%	10.0%

Based on the previous report in 2006, there will be 2696 vehicles divert to Jingdong Expressway from Jingzhu Expressway in the year 2011.

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Figure 4.2 Hubei Province Expressway Network Plan 2020

==> picture [351 x 257] intentionally omitted <==

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Figure 4.3 Jingzhou City Expressway Network Plan 2020

==> picture [335 x 199] intentionally omitted <==

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4.6 Capacity

In traffic forecasting, it is essential to consider not only the traffic demand, but also the capacity of the road and the Level-of-Service (LOS) of the road. If the traffic demand exceeds the capacity of the road, the revenue must be calculated based on the maximum number of vehicles that can pass through the road (i.e., the capacity of the road). The following table shows the cross-sectional traffic capacity of the Jingdong Expressway.

The cross-sectional capacity is calculated in accordance to the methodology described in the “Highway Capacity Manual” published by the Transport Research Board of the US Department of Transport.

Table 4.6.1 Cross-sectional Capacity

Number of Lane	4
Design Speed(km/h)	100
Daily Capacity (vpd)	75000

Given the existing configuration, the daily capacity of the Expressway is expected to be 75,000 vpd. This value is considered to be the “critical” or “controlling” capacity, which has a direct bearing on the revenue potentials.

Please note that “cross-sectional capacity” should be distinguished from “system capacity”. Cross-sectional capacity is the maximum number of vehicles that cross an imaginary line drawn across the road within a given time period. System capacity is the total number of vehicles that can enter the expressway through all the toll stations (or entry ramps). As such, system capacity is higher than the cross-sectional capacity. In this study, it is assumed that the traffic growth will stop when any of the section along the Jingdong Expressway reach the cross-sectional capacity.

4.7 Traffic Forecast

The traffic forecast for Jingdong Expressway is carried out for the period of 2007 to 2036, with year 2007 as the base year.

Tables 4.8.1 to 4.8.2 show the traffic projections of Jingdong Expressway under the Optimistic and Conservative scenarios respectively (system traffic).

Based on the anticipated future demand, it is envisioned that the section of Jingdong Expressway under study will not reach its carrying capacity for the entire concession period for both the Optimistic and Conservative scenarios.

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Table 4.8.1 Projected Annual Average Daily Traffic – Optimistic Scenario

		Passenger Vehicles	Passenger Vehicles	Passenger Vehicles				Goods	Vehicles
Year	Class 1	Class 2	Class 3	Class 4	Class 5	Class 2	Class 3	Class 4	Class 5	Class 6	Class 7	Non-Toll	Total
2007	915	195	40	90	15	385	385	195	75	240	5	505	3,045
2008	1,010	215	45	95	15	430	435	215	80	270	5	515	3,330
2009	1,020	220	50	100	15	470	475	230	85	285	5	525	3,480
2010	1,125	245	55	110	20	525	535	255	95	320	5	540	3,830
2011	2,860	630	165	280	35	1,385	1,405	590	220	750	5	545	8,870
2012	3,435	755	195	335	40	1,690	1,715	725	275	920	5	555	10,645
2013	3,750	820	215	365	45	1,880	1,910	805	305	1,025	5	560	11,685
2014	4,090	895	235	400	45	2,090	2,125	900	340	1,140	5	570	12,835
2015	4,465	980	255	435	50	2,325	2,365	1,000	375	1,265	5	580	14,100
2016	4,815	1,055	275	470	55	2,550	2,590	1,095	410	1,385	5	590	15,295
2017	5,195	1,140	295	505	60	2,790	2,840	1,200	450	1,520	5	595	16,595
2018	5,600	1,230	320	545	65	3,060	3,115	1,315	495	1,665	5	605	18,020
2019	6,035	1,325	345	590	65	3,355	3,415	1,445	540	1,825	5	615	19,560
2020	6,510	1,430	375	635	70	3,675	3,745	1,580	595	2,005	5	620	21,245
2021	6,885	1,510	395	670	75	3,965	4,040	1,710	640	2,165	5	625	22,685
2022	7,280	1,595	415	710	80	4,280	4,365	1,845	690	2,335	5	635	24,235
2023	7,695	1,685	440	750	85	4,620	4,710	1,990	745	2,520	5	640	25,885
2024	8,140	1,780	465	790	85	4,985	5,085	2,150	805	2,720	5	645	27,655
2025	8,610	1,875	490	835	90	5,385	5,490	2,320	870	2,940	5	650	29,560
2026	9,015	1,965	515	875	95	5,700	5,810	2,455	920	3,110	5	660	31,125
2027	9,435	2,055	535	915	100	6,030	6,145	2,595	975	3,290	5	665	32,745
2028	9,880	2,150	560	955	105	6,385	6,500	2,745	1,030	3,475	5	670	34,460
2029	10,350	2,245	585	995	105	6,760	6,875	2,905	1,090	3,680	5	680	36,275
2030	10,835	2,350	615	1,040	110	7,155	7,275	3,070	1,155	3,890	5	685	38,185
2031	11,280	2,445	640	1,085	115	7,510	7,635	3,225	1,210	4,080	5	695	39,925
2032	11,740	2,545	665	1,130	120	7,880	8,010	3,380	1,270	4,280	5	700	41,725
2033	12,225	2,645	690	1,175	125	8,270	8,410	3,550	1,335	4,490	5	705	43,625
2034	12,725	2,750	720	1,220	130	8,680	8,825	3,725	1,400	4,715	5	715	45,610
2035	13,245	2,865	750	1,270	135	9,110	9,260	3,905	1,470	4,945	5	720	47,680
2036	13,790	2,980	780	1,325	140	9,560	9,715	4,100	1,540	5,190	5	730	49,855

Note: The above figures are the system traffic of Jingdong Expressway.

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Table 4.8.2 Projected Annual Average Daily Traffic – Conservative Scenario

		Passenger Vehicles	Passenger Vehicles	Passenger Vehicles				Goods	Vehicles
Year	Class 1	Class 2	Class 3	Class 4	Class 5	Class 2	Class 3	Class 4	Class 5	Class 6	Class 7	Non-Toll	Total
2007	915	195	40	90	15	385	385	195	75	240	5	505	3,045
2008	1,000	215	45	95	15	425	430	215	80	265	5	510	3,300
2009	995	220	45	95	15	460	465	225	85	280	5	515	3,405
2010	1,085	240	50	105	15	515	515	250	95	310	5	520	3,705
2011	2,800	615	160	275	25	1,340	1,355	570	220	725	5	525	8,615
2012	3,325	730	190	325	30	1,620	1,640	690	265	880	5	530	10,230
2013	3,595	790	210	350	30	1,780	1,805	760	290	965	5	530	11,110
2014	3,885	850	225	380	30	1,960	1,985	840	320	1,060	5	535	12,075
2015	4,195	920	245	410	35	2,150	2,180	920	355	1,165	5	535	13,115
2016	4,485	985	260	440	35	2,335	2,365	1,000	385	1,265	5	540	14,100
2017	4,795	1,050	275	470	40	2,530	2,570	1,085	415	1,375	5	545	15,155
2018	5,120	1,125	295	505	40	2,745	2,785	1,175	450	1,490	5	545	16,280
2019	5,475	1,200	315	540	40	2,975	3,025	1,275	490	1,615	5	550	17,505
2020	5,850	1,285	335	575	45	3,225	3,285	1,385	530	1,755	5	550	18,825
2021	6,175	1,355	355	610	45	3,445	3,505	1,480	570	1,875	5	550	19,970
2022	6,520	1,430	375	640	50	3,680	3,745	1,580	605	2,005	5	550	21,185
2023	6,885	1,510	395	680	50	3,935	4,005	1,690	645	2,140	5	555	22,495
2024	7,275	1,595	420	715	50	4,205	4,280	1,805	695	2,285	5	555	23,885
2025	7,680	1,685	440	755	55	4,490	4,570	1,930	740	2,445	5	555	25,350
2026	7,955	1,745	455	785	55	4,700	4,785	2,020	775	2,555	5	555	26,390
2027	8,245	1,810	475	815	60	4,920	5,010	2,115	810	2,675	5	555	27,495
2028	8,540	1,875	490	845	60	5,150	5,240	2,210	850	2,800	5	560	28,625
2029	8,850	1,940	510	875	60	5,395	5,485	2,315	890	2,930	5	560	29,815
2030	9,170	2,015	530	905	65	5,650	5,740	2,420	930	3,065	5	560	31,055
2031	9,450	2,075	545	935	65	5,850	5,945	2,510	965	3,175	5	560	32,080
2032	9,735	2,135	560	960	70	6,060	6,155	2,595	1,000	3,290	5	560	33,125
2033	10,035	2,200	575	990	70	6,275	6,375	2,690	1,035	3,405	5	565	34,220
2034	10,340	2,265	595	1,015	70	6,500	6,600	2,785	1,070	3,525	5	565	35,335
2035	10,650	2,335	610	1,045	75	6,730	6,830	2,880	1,110	3,650	5	565	36,485
2036	10,975	2,405	630	1,080	75	6,975	7,075	2,985	1,150	3,780	5	565	37,700

Note: The above figures are the system traffic of Jingdong Expressway.

5. REVENUE PROJECTIONS

5.1 Toll Scenario

Jingdong Expressway is a close system highway, and the toll is charged according to the distance travelled. The revenue of Jingdong expressway can be calculated based on: (1) traffic flows and (2) toll rates.

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The toll rates of the Jingdong Expressway are based on the existing toll rates as shown in Table 5.1.1 below.

Table 5.1.1 Hubei Province Expressway Toll Rates

			RMB/vehicle/km
Class	1:	Passenger veh. < 5 seats	0.836
Class	2:	Passenger veh. 6-17 seats; Goods veh. < 2.0 tons	1.254
Class	3:	Passenger veh. 18-30 seats; Sleeper Bus < 25 seats;
		Goods veh. 2.1 – 5.0 tons	2.101
Class	4:	Passenger veh. 31-50 seats or above; Sleeper Bus
		> 26 seats Goods veh. 5.1 – 10.0 tons	2.519
Class	5:	Passenger veh. 51 seats or above,
		Goods veh. 10.1-15 tons	2.937
Class	6:	Goods veh. 15.1-20 tons	3.355
Class	7:	Goods veh. 20.1 tons or above	3.355
			(Additional 0.836
			for every 5 tons
			overweight)

5.2 Revenue Forecasts

As described above, two traffic growth scenarios were assumed to reflect different economic growth and toll rate increase scenarios. The calculation of revenue forecasts depends on the type of vehicles, annual average daily traffic and the future toll rate structure. An annualization factor of 365 days is applied to calculate the annual revenues. It is assumed that the toll rate of the Jingdong Expressway will, on average, increase by 15% every 5 years. The toll revenue projections are shown in Tables 5.2.1 to 5.2.2.

Based on directive issued by the Price Bureau of Hubei Province, the Provincial Transportation Department deducts a 9.09% from the toll income of passenger vehicles and good vehicles (overweight surcharge is exempted from this deduction). Therefore Tables 5.2.1 and 5.2.2 show both the annual income of Jingdong Expressway and the net annual income after the deduction.

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Table 5.2.1 Projected Annual Revenue – Optimistic Scenario (in million RMB)

		Passenger Vehicles	Passenger Vehicles	Passenger Vehicles				Goods	Vehicles
Year	Class 1	Class 2	Class 3	Class 4	Class 5	Class 2	Class 3	Class 4	Class 5	Class 6	Class 7	Total	Net Total
2007	10.8	3.9	1.5	4.0	0.7	6.1	11.9	8.8	3.2	13.3	1.4	65.6	59.6
2008	12.0	4.3	1.6	4.4	0.8	6.8	13.4	9.8	3.5	14.9	1.4	73.0	66.4
2009	11.5	4.3	1.6	4.4	0.8	7.5	14.7	10.4	3.8	15.8	1.4	76.1	69.2
2010	12.7	4.8	1.8	4.8	0.9	8.4	16.4	11.7	4.2	17.8	1.4	84.8	77.1
2011	43.1	14.9	6.7	13.9	1.8	26.0	47.6	28.5	10.7	44.7	1.9	239.5	217.7
2012	51.8	17.8	8.1	16.6	2.1	31.8	58.2	34.9	13.1	54.7	1.9	291.0	264.5
2013	65.0	22.4	10.1	20.8	2.7	40.6	74.5	44.7	16.8	70.1	2.1	369.9	336.3
2014	70.9	24.4	11.0	22.7	2.9	45.2	83.0	49.8	18.7	78.1	2.1	409.0	371.8
2015	77.4	26.7	12.0	24.8	3.2	50.3	92.4	55.5	20.8	86.9	2.1	452.2	411.1
2016	83.5	28.7	13.0	26.8	3.5	55.2	101.3	60.9	22.8	95.3	2.1	493.1	448.3
2017	90.0	31.0	14.0	28.8	3.7	60.5	111.1	66.7	25.0	104.5	2.1	537.6	488.7
2018	111.6	38.5	17.4	35.8	4.6	76.3	140.1	84.2	31.6	131.7	2.4	674.1	612.8
2019	120.3	41.5	18.8	38.6	4.9	83.6	153.7	92.3	34.6	144.5	2.4	735.2	668.4
2020	129.8	44.7	20.3	41.6	5.1	91.6	168.6	101.2	37.8	158.5	2.4	801.6	728.7
2021	136.9	47.2	21.5	43.9	5.4	98.9	182.0	109.3	40.9	171.1	2.4	859.6	781.4
2022	144.5	49.7	22.6	46.3	5.7	106.8	196.5	118.0	44.1	184.9	2.4	921.6	837.8
2023	175.4	60.4	27.4	56.2	6.9	132.7	243.9	146.5	54.6	229.5	2.8	1136.4	1033.1
2024	185.2	63.7	28.8	59.3	7.3	143.2	263.4	158.1	58.9	247.8	2.8	1218.5	1107.7
2025	195.5	67.1	30.4	62.4	7.6	154.7	284.5	170.7	63.6	267.6	2.8	1306.8	1188.0
2026	204.3	70.1	31.7	65.2	8.0	163.6	300.8	180.5	67.3	283.0	2.8	1377.4	1252.2
2027	213.6	73.2	33.2	68.1	8.3	173.1	318.1	190.9	71.2	299.2	2.8	1451.7	1319.7
2028	256.8	88.0	39.8	81.8	9.9	210.6	386.8	232.2	86.7	363.7	3.2	1759.5	1599.6
2029	268.4	91.9	41.6	85.4	10.3	222.7	409.0	245.4	91.7	384.5	3.2	1854.3	1685.7
2030	280.6	96.0	43.5	89.2	10.8	235.6	432.6	259.5	97.0	406.5	3.2	1954.4	1776.7
2031	291.8	99.7	45.3	92.7	11.2	247.2	453.9	272.2	101.8	426.4	3.2	2045.5	1859.5
2032	303.5	103.7	47.2	96.5	11.6	259.4	476.2	285.6	106.8	447.3	3.2	2141.2	1946.5
2033	363.0	124.0	56.5	115.3	13.7	313.1	574.6	344.6	129.0	539.6	3.7	2577.1	2342.9
2034	377.6	128.9	58.8	119.9	14.2	328.5	602.9	361.6	135.3	566.3	3.7	2697.8	2452.5
2035	392.7	134.0	61.1	124.8	14.8	344.7	632.6	379.3	141.9	594.1	3.7	2823.7	2567.0
2036	408.5	139.4	63.4	129.8	15.4	361.7	663.6	398.0	148.9	623.3	3.7	2955.7	2687.0

Note: Assume toll rate adjustment of 15% increase every 5 years beginning in year 2013.

– 74 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

Table 5.2.2 Projected Annual Revenue – Conservative Scenario (in million RMB)

		Passenger Vehicles	Passenger Vehicles	Passenger Vehicles				Goods	Vehicles
Year	Class 1	Class 2	Class 3	Class 4	Class 5	Class 2	Class 3	Class 4	Class 5	Class 6	Class 7	Total	Net Total
2007	10.8	3.9	1.5	4.0	0.7	6.1	11.9	8.8	3.2	13.3	1.4	65.6	59.6
2008	11.8	4.3	1.6	4.4	0.7	6.8	13.3	9.8	3.5	14.8	1.4	72.4	65.8
2009	11.3	4.3	1.6	4.3	0.7	7.3	14.3	10.2	3.7	15.5	1.4	74.5	67.7
2010	12.3	4.7	1.8	4.7	0.7	8.1	15.9	11.3	4.1	17.2	1.4	82.1	74.6
2011	42.4	14.6	6.7	13.7	1.3	25.2	46.0	27.5	10.4	43.3	1.9	232.9	211.7
2012	50.4	17.3	8.0	16.2	1.6	30.4	55.7	33.3	12.7	52.4	1.9	279.8	254.4
2013	62.6	21.5	9.9	20.2	1.9	38.5	70.5	42.3	16.1	66.2	2.1	351.9	319.9
2014	67.7	23.3	10.7	21.9	2.1	42.3	77.5	46.5	17.7	72.9	2.1	384.7	349.7
2015	73.1	25.1	11.5	23.7	2.2	46.5	85.3	51.2	19.5	80.2	2.1	420.6	382.3
2016	78.2	26.9	12.3	25.3	2.4	50.5	92.6	55.5	21.2	87.0	2.1	454.0	412.7
2017	83.5	28.7	13.1	27.1	2.5	54.8	100.5	60.3	23.0	94.4	2.1	490.2	445.7
2018	102.6	35.3	16.2	33.3	3.1	68.4	125.5	75.2	28.7	117.9	2.4	608.7	553.4
2019	109.7	37.7	17.3	35.6	3.2	74.3	136.3	81.7	31.2	127.9	2.4	657.4	597.6
2020	117.3	40.4	18.5	38.0	3.4	80.6	147.9	88.7	33.8	138.9	2.4	709.9	645.4
2021	123.8	42.6	19.5	40.2	3.6	86.1	158.1	94.8	36.2	148.6	2.4	755.8	687.1
2022	130.7	45.0	20.6	42.4	3.7	92.0	169.0	101.3	38.6	158.7	2.4	804.6	731.5
2023	158.7	54.6	25.0	51.5	4.5	113.1	207.7	124.5	47.4	195.1	2.8	985.1	895.5
2024	167.7	57.6	26.4	54.4	4.7	120.9	222.0	133.1	50.8	208.5	2.8	1048.8	953.5
2025	177.0	60.9	27.9	57.5	4.9	129.2	237.2	142.2	54.3	222.8	2.8	1116.7	1015.2
2026	183.5	63.1	28.9	59.7	5.0	135.2	248.2	148.8	56.7	233.1	2.8	1165.0	1059.1
2027	190.2	65.4	29.9	61.8	5.2	141.5	259.7	155.7	59.4	243.9	2.8	1215.6	1105.1
2028	226.7	78.0	35.7	73.7	6.2	170.3	312.4	187.3	71.5	293.6	3.2	1458.7	1326.1
2029	235.0	80.8	37.1	76.4	6.5	178.2	326.8	196.1	74.9	307.1	3.2	1522.1	1383.8
2030	243.5	83.8	38.5	79.2	6.7	186.5	342.1	205.1	78.4	321.3	3.2	1588.4	1444.0
2031	250.8	86.3	39.7	81.6	6.9	193.1	354.2	212.4	81.1	332.7	3.2	1641.9	1492.7
2032	258.3	88.8	40.8	83.9	7.1	200.0	366.6	219.8	83.9	344.3	3.2	1696.7	1542.4
2033	305.8	105.2	48.3	99.3	8.4	238.1	436.4	261.6	99.9	409.8	3.7	2016.7	1833.4
2034	314.9	108.4	49.8	102.1	8.7	246.5	451.8	270.8	103.4	424.3	3.7	2084.4	1895.0
2035	324.3	111.6	51.3	105.1	8.9	255.2	467.7	280.2	107.1	439.2	3.7	2154.2	1958.4
2036	333.9	114.9	52.7	108.2	9.2	264.2	484.2	290.2	110.9	454.6	3.7	2226.9	2024.5

Note: Assume toll rate adjustment of 15% increase every 5 years beginning in year 2013.

– 75 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

APPENDIX – TOLL RATE ADJUSTMENTS

A toll rate increase of 15% every 5 years is assumed in this study, an average of 2.8% each year. However, toll rate adjustments must be approved by the Provincial Price Control Bureaux. While there is no guarantee that the Price Control Bureaux will approve every toll increase application, it is felt that the assumed toll rate increase of 15% every 5 years is conservative given that inflation in China over the past decade averaged about 5% per annum. Table A.1 shows the Consumer Price Index of China from 1990 to 2005. It is noted that during the inflationary period of 1990 to 1997, toll increase applications were approved more readily. The currency crisis of 1997 marked the dawn of a period when inflation in China was low. During this period toll increase applications were less likely to receive approval by the provincial governments. Table A.2 shows a sample of toll rate adjustments approved since 1997.

Table A.1 Consumer Price Index

Year	China	Hubei	Wuhan
1990	1.031	1.031	1.030
1991	1.034	N/A	1.073
1992	1.064	N/A	1.114
1993	1.147	N/A	1.198
1994	1.241	N/A	1.263
1995	1.171	1.200	1.184
1996	1.083	1.102	1.122
1997	1.028	1.026	1.031
1998	0.992	1.116	0.974
1999	0.986	0.978	0.961
2000	1.004	0.990	1.006
2001	1.007	1.003	0.995
2002	0.992	0.996	0.986
2003	1.012	1.022	1.023
2004	1.039	1.049	1.033
2005	1.018	1.029	1.027
Avg annual inflation 1990-2005	5.2%	–	6.3%
Avg annual inflation 1990-1997	10.7%	–	13.8%
Avg annual inflation 1998-2005	0.8%	0.9%	0.4%
Avg annual inflation 1995-2005	1.6%	3.0%	1.5%

– 76 –

APPENDIX III

TRAFFIC STUDY REPORT RELATING TO JINGDONG EXPRESSWAY

Table A.2 Toll Rate Adjustments in China

		Year of Last
		Adjustment/	Year of
Road	Province	Inception	Adjustment	% increase
Yulin Ring Road	Guangxi	1996	2001	66
Meiguan Expressway	Guangdong	1996	1997	20
Bengbu Huaimeng Hwy	Anhui	1997	1999	50
Dajian Road	Sichuan	1997	1998	50
National Hwy 107 & 205	Guangdong	1996	1998	37
National Hwy 104	Anhui	1996	1998	100
National Hwy 104	Shandong	–	1998	50
Humen Bridge	Guangdong	1998	1999	28
Guangzhou Northern Ring Road	Guangdong	–	2002	18
Changsha Ring Road	Hunan	–	2000	33
Xunan Highway	Henan	1997	2000	36
National Hwy 107	Henan	–	2001	100

Note: The above % increases are based on small vehicles rates.

– 77 –

GENERAL INFORMATION

APPENDIX IV

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement contained herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTEREST

(a) Directors’ interest and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests of the Directors and chief executive of the Company in the shares, underlying shares of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required to be entered in the register maintained by the Company pursuant to section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in the Listing Rules, were as follows:

Long positions in the shares and underlying shares of the Company

				Underlying	Underlying		Percentage of
				shares	Shares		issued share
Name of		Nature of	Number of	pursuant to	Equity	Aggregate	capital of the
Director	Capacity	interests	Shares	share options	Derivatives	interests	Company
HU Aimin	Beneficial	Personal	10,924,000	–	–	10,924,000	0.34
	owner	interest
ZHANG Yijun	Beneficial	Personal	11,500,000	–	–	11,500,000	0.36
	owner	interest
ZHAO Gesheng	Beneficial	Personal	4,000,000	–	–	4,000,000	0.12
	owner	interest
XIAO Rihai	Beneficial	Personal	200,000	–	–	200,000	0.01
	owner	interest
LIANG Kai Ping	Beneficial	Personal	8,600,000	–	–	8,600,000	0.27
	owner	interest

– 78 –

APPENDIX IV

GENERAL INFORMATION

				Underlying	Underlying		Percentage of
				shares	Shares		issued share
Name of		Nature of	Number of	pursuant to	Equity	Aggregate	capital of the
Director	Capacity	interests	Shares	share options	Derivatives	interests	Company
LIU Weijin	Beneficial	Personal	3,170,000	1,330,000	–	4,500,000	0.14
	owner	interest
ZHANG Huaqiao	Beneficial	Personal	9,012,000	25,340,000	–	34,352,000	1.07
	owner	interest
TAM Ping Lung	Beneficial	Personal	8,176,000	–	–	8,176,000	0.26
	owner	interest
LEE Yip Wah,	Beneficial	Personal	2,537,416	–	–	2,537,416	0.08
Peter	owner	interest
WU Jiesi	Beneficial	Personal	6,600,000	3,400,000	–	10,000,000	0.31
	owner	interest
HU Zuoyuan	Beneficial	Personal	4,651,665	–	4,120,000	8,771,665	0.27
	owner	interest			(Note)
WONG Po Yan	Beneficial	Personal	3,400,000	–	–	3,400,000	0.11
	owner	interest
LI Wai Keung	Beneficial	Personal	790	–	–	790	0
	owner	interest

Note: The interest in the underlying share of equity derivatives represents rights to acquire shares in the company by Mr. Hu Zuoyuan under 1-Year 604 HK Leverage Accumulator.

– 79 –

GENERAL INFORMATION

APPENDIX IV

Long positions in the underlying shares of the associated corporation – Road King Infrastructure Limited

				Underlying	Underlying		Percentage of
				shares	Share of		issued share
		Nature of	Number of	pursuant to	equity	Aggregate	capital of the
Name of Director	Capacity	interests	Shares	share options	derivatives	interests	Company
HU Aimin	Beneficial	Personal	–	500,000	–	500,000	0.07
	owner	interest
ZHANG Yijun	Beneficial	Personal	–	500,000	–	500,000	0.07
	owner	interest
ZHANG Huaqiao	Beneficial	Personal	1,322,500	950,000	2,153,000	4,425,500	0.59
	owner	interest			(Note)
WONG Po Yan	Beneficial	Personal	50,000	–	–	50,000	0.01
	owner	interest
TAM Ping Lung	Beneficial	Personal	20,000	–	–	20,000	0
	owner	interest

Note: The interest in the underlying shares of equity derivatives represents rights to acquire share in Road King infrastructure Limited by Mr. ZHANG Huaqiao under the 1-year equity Accumulators with Guaranteed First Period on Road King Infrastructure Limited.

Long positions in the underlying shares of the associated corporation – Coastal Greenland Limited

				Underlying
				shares		Percentage
		Nature of	Number of	pursuant to	Aggregate	of issued
Name of Director	Capacity	interests	shares	share options	interests	share capital
HU Aimin	Beneficial	Personal	–	6,000,000	6,000,000	0.22
	owner	interest
ZHANG Yijun	Beneficial	Personal	–	6,000,000	6,000,000	0.22
	owner	interest
ZHANG Huaqiao	Beneficial	Personal	–	6,000,000	6,000,000	0.22
	owner	interest

– 80 –

GENERAL INFORMATION

APPENDIX IV

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares or underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) to be entered in the register required to be kept by the Company pursuant to section 352 of the SFO; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as contained in the Listing Rules.

(b) Person or corporations who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial shareholders

As at the Latest Practicable Date, so far as is known to the Directors and chief executive of the Company, the following persons or corporations (not being Directors or chief executive of the Company), had an interest in the Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of the SFO were as follows:

					Percentage of
					issued shares
		Number of	Long/Short	Total	capital of
Name	Capacity	Shares	Position	Interests	the Company
Shum Yip Holdings	Beneficial	1,517,647,489	Long	1,517,647,489	47.38
Company Limited	owner
UBS AG	(Note )	189,384,843	Long	189,384,843	5.91
		(Note)

Note: The 189,384,843 shares were held by UBS AG in the following capacities:–

		Long/Short
Capacity	No. of Shares	Position
Beneficial owner	179,178,385	Long
Person having a security interest in shares	10,206,458	Long

– 81 –

APPENDIX IV

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital.

3. DIRECTORS’ INTERESTS IN CONTRACTS

(a) As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter into a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).
(b) As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired, or disposed of by, or leased to any member of the Group, since 31 December 2007, the date to which the latest published audited consolidated financial statements of the Company were made up.
(c) Save as disclosed herein, as at the Latest Practicable Date, none of the Directors is materially interested in any contract or arrangement subsisting at the date hereof which is significant in relation to the business of the Group as a whole.

4. LITIGATION

A statement of claim dated 27 August 2002 was issued by Fancheng Property Development Co., Limited (the “Plaintiff”) as the plaintiff against Shum Yip Group (Shenzhen) Co., Ltd. (“Shum Yip Shenzhen”, renamed as Shum Yip Southern Land (Holdings) Co., Ltd. in the year of 2007), a wholly-owned subsidiary of the Company as the first defendant and Yaoheng Development Co., Ltd. as the second defendant in a civil claim at the court in the PRC. To the best of the Directors’ knowledge, information and belief, Yaoheng Development Co., Ltd. is a third party independent of the Company and its connected persons.

The Plaintiff claimed against Shum Yip Shenzhen for, inter alia, damages suffered by the Plaintiff as a result of the breach by Shum Yip Shenzhen of the terms of a cooperation agreement entered into between the Plaintiff and Shum Yip Shenzhen dated 8 July 1991, which include (i) Shum Yip Shenzhen’s deliberate register of the properties named Shenfa Garden under the name of Shum Yip Shenzhen and its refusal to give the properties to the Plaintiff and (ii) Shum Yip Shenzhen’s appropriation of the Plaintiff’s sales proceeds to compensate the individual owners and the construction party of Shenfa Garden while keeping the income in relation to certain car parks

– 82 –

GENERAL INFORMATION

APPENDIX IV

and the kindergarten situated within the area of Shenfa Garden. The Plaintiff claimed a total compensation of approximately RMB170 million against Shum Yip Shenzhen. Shum Yip Shenzhen lodged a defence and a counter-claim for compensation of RMB1.3 million against the Plaintiff on 22 October 2002. This case was heard in court on 26 March 2003 and 5 November 2004, the arbitration process is complicated and time-consuming.

On 4 January 2008, the Plaintiff and Shum Yip Shenzhen entered into an Amicable Settlement Agreement, pursuant to which the Plaintiff agreed to partially waive the claim mentioned above. However, the remaining claim of approximately RMB38 million was still subject to final judgment of the court. As at the Latest Practicable Date, the parties are still waiting for the delivery of the arbitration award. The PRC lawyers are of the view that the outcome of the case is not determinable at this stage.

Pursuant to a deed (the “Deed”) entered into on 12 February 1997 by Shum Yip Holdings as covenantor in favour of the Company as covenantee in connection with the listing of the Company, the Company could be able to claim indemnity from Shum Yip Holdings if the Plaintiff and/or the applicant is successful in its claim against Shum Yip Shenzhen on the grounds that Shum Yip Shenzhen had materially breached the cooperation agreement, and the circumstances which gave rise to the above litigation were already in existence at the time of execution of the Deed. The Company will request Shum Yip Holdings Company Limited to indemnify itself for losses suffered if the Plaintiff and/or the applicant are successful in their claims against Shum Yip Shenzhen as aforesaid.

Save as disclosed, as at the Latest Practicable Date and so far as the Directors are aware, no member of the Group is engaged in any litigation or arbitration proceedings of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any member of the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2007 (being the date to which the latest published audited consolidated financial statements of the Company were made up).

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly with any business of the Group.

– 83 –

GENERAL INFORMATION

APPENDIX IV

7. EXPERT

(a) The following are the qualifications of the expert who have given opinions or advice contained in this circular:

Name

Qualification

CIMB-GK Securities (HK) Limited

a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

Ernst & Young

Certified Public Accountants

Greater China Appraisal Limited Business valuer

Parsons Brinckerhoff (Asia) Limited Traffic consultants

(b) As at the Latest Practicable Date, each of the Independent Financial Adviser, Ernst & Young, Greater China Appraisal Limited and Parsons Brinckerhoff (Asia) Limited was not interested beneficially or non-beneficially in any shares in the Company or any of its subsidiaries or any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in the Company or any of its subsidiaries.
(c) Each of the Independent Financial Adviser, Ernst & Young, Greater China Appraisal Limited and Parsons Brinckerhoff (Asia) Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of the texts of its letter or report and references to its name, in the form and context in which they respectively appear.
(d) As at the Latest Practicable Date, each of the Independent Financial Adviser, Ernst & Young, Greater China Appraisal Limited and Parsons Brinckerhoff (Asia) Limited did not have any direct or indirect interest in any assets which have, since 31 December 2007 (being the date to which the latest audited consolidated financial statements of the Company were made up), been acquired or disposed of by or leased to, or proposed to be acquired or disposed of by or leased to, any member of the Group.

– 84 –

GENERAL INFORMATION

APPENDIX IV

8. RIGHT TO DEMAND A POLL

Pursuant to Article 73 of the Articles of Association, at any general meeting resolutions put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands) demanded:–

(a) by the Chairman of the meeting; or
(b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(c) by any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
(d) by any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Pursuant to Article 78, at any general meeting on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a representative duly authorised under Section 115 of the Companies Ordinance shall have one vote and on a poll every member present in person or by proxy or by duly authorised representative shall have one vote for every fully paid Share of which he is the holder. On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

9. GENERAL

(a) The secretary of the Company is Mr. Cheung Wing Yui, who is a practicing solicitor in Hong Kong.
(b) The qualified accountant of the Company is Ms. Kwan Ka Yuet, who is a fellow of the Association of Chartered Certified Accountants and an associate member of Hong Kong Institute of Certified Public Accountants.

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GENERAL INFORMATION

APPENDIX IV

(c) The registered office of the Company is situated at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong.
(d) The share registrar and transfer office of the Company is Tricor Standard Ltd., 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.
(e) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of the company situated at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong during normal business hours up to and including 8 May 2008:

(a) the Agreement;
(b) the business valuation report prepared by Greater China Appraisal Limited, the text of which is set out in Appendix I to this circular;
(c) the letters dated 18 April 2008 from each of Ernst & Young and the Independent Financial Adviser relating to the business valuation report, the texts of which are set out in Appendix II to this circular;
(d) the traffic study report prepared by Parsons Brinckerhoff (Asia) Limited, the text of which is set out in Appendix III to this circular;
(e) the letter from the Independent Financial Adviser, the text of which is set out in this circular;
(f) the letter from the Independent Board Committee, the text of which is set out in this circular; and
(g) the written consents referred to in the paragraph headed “Expert” of this appendix.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(incorporated in Hong Kong with limited liability)

(Stock Code: 604)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Shenzhen Investment Limited (the “Company”) will be held at Garden Room, 2nd Floor, Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Monday, 2 June 2008 at 10:00 a.m. (or as soon thereafter as the annual general meeting of the Company being held on the same day and at the same place shall have been concluded or further adjourned) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:–

ORDINARY RESOLUTION

“ THAT an agreement dated 5 March 2008 entered into between 深業控股（深圳）有限公司 (Shum Yip Investment (Shenzhen) Limited) (the “Vendor”) and 深圳市深業投資開發有限公司 (the “Purchaser”) pursuant to which the Vendor has conditionally agreed to dispose of 51% equity interest in 湖北深業華銀交通開發有限公司 (Hubei Shumyip Huayin Traffic Development Company Limited) to the Purchaser (the “Agreement”, a copy of which has been produced to this meeting and marked “A” and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified and that the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, agreements, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or appropriate or expedient for the purpose of or in connection with the implementation of the Agreement and the transactions contemplated thereunder.”

By Order of the Board

Shenzhen Investment Limited Hu Aimin Chairman

Hong Kong, 18 April 2008

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office:

8th Floor, New East Ocean Centre

9 Science Museum Road

Tsimshatsui, Kowloon Hong Kong

Notes:

(1) A form of proxy for use at the meeting is enclosed.
(2) A Shareholder who is entitled to attend and vote at the meeting shall be entitled to appoint proxies to attend and, on a poll, vote instead of him. Votes may be given either personally (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy in accordance with the articles of association of the Company. A proxy need not be a Shareholder of the Company but must attend the meeting in person to represent you. A Shareholder may appoint more than one proxy to attend on the same occasion.
(3) Where there are joint registered holders of any share(s), any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders in respect of such share(s) shall alone be entitled to vote in respect thereof.
(4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be delivered to the registered office of the Company at 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (or any adjournment thereof, as the case may be). Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(5) Since the transactions contemplated under the Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules, the resolution as set out in this notice will be voted by independent shareholders of the Company by way of poll.

As at the date of this notice, the board of directors of the Company comprises eight executive Directors, namely Mr. Hu Aimin, Mr. Zhang Yijun, Mr. Zhao Gesheng, Mr. Xiao Rihai, Mr. Liang Kaiping, Mr. Liu Weijin, Mr. Zhang Huaqiao and Mr. Tam Ping Lung; three non-executive Directors, namely Mr. Lee Yip Wah, Peter, Dr. Wu Jiesi and Mr. Hu Zuoyuan and three independent nonexecutive Directors, namely Mr. Wong Po Yan, Mr. Wu Wai Chung, Michael and Mr. Li Wai Keung.

– 88 –

AI assistant

Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2008

49906_rns_2008-04-17_12848401-98e9-480a-b9b3-727e13049255.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

DISCLOSEABLE TRANSACTION AND

CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 604)

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

1. INTRODUCTION

LETTER FROM THE BOARD

LETTER FROM THE BOARD

2. THE TRANSFER

Details of the Agreement

LETTER FROM THE BOARD

Conditions

LETTER FROM THE BOARD

Guarantee

LETTER FROM THE BOARD

Shareholding Structure

Immediately before Completion

LETTER FROM THE BOARD

Immediately after Completion

LETTER FROM THE BOARD

3. FINANCIAL EFFECTS OF THE TRANSFER

4. REASONS FOR AND BENEFITS OF THE TRANSFER

LETTER FROM THE BOARD

5. LISTING RULES REQUIREMENTS

6. GENERAL

7. RECOMMENDATION

8. ADDITIONAL INFORMATION

Shenzhen Investment Limited

Hu Aimin

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

DISCLOSEABLE TRANSACTION AND

CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% INTERESTS IN HUBEI SHUMYIP HUAYIN TRAFFIC DEVELOPMENT COMPANY LIMITED

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background and rationale

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Basis of the Consideration

Jingdong Fair Value

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Comparison with other listed companies

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The PBR analysis

POSSIBLE FINANCIAL EFFECT

Net Asset Value

Earnings

Gearings

Working capital

RECOMMENDATION

INSTRUCTIONS

INTRODUCTION

JINGDONG EXPRESSWAY

Overview

APPENDIX I

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

Toll Collection Stations

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

Toll Collection Station

Jiazhuyuan Service Area (Western and Eastern Areas)

Toll Rates

Traffic Flow

NON-OPERATING PROPERTIES

BASIS OF VALUATION AND ASSUMPTIONS

Market Value

Fair Market Value

VALUATION METHODOLOGY

BUSINESS VALUATION REPORT ON JINGDONG COMPANY

APPENDIX I

Company Name

Business Operations

APPENDIX I

Macau E&M Holding Limited Proxy Solicitation & Information Statement 2008