Yuexiu Transport Infrastructure Limited — Proxy Solicitation & Information Statement 2004

Sep 28, 2004

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in GZI Transport Limited, you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This circular does not constitute an offer of, nor is it calculated to invite offers for, shares or other securities of GZI Transport Limited.

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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GZI Transport Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1052)
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CONTINUING CONNECTED TRANSACTIONS

Entering into Highways Management Agreements

Independent financial adviser to the independent board committee of GZI Transport Limited

KIM ENG

Kim Eng Corporate Finance (Hong Kong) Limited

A letter from the board of directors of GZI Transport is set out on pages 5 to 11 of this circular.

A letter from the independent board committee of GZI Transport is set out on page 12 of this circular. A letter from Kim Eng, the independent financial adviser to the independent board committee of GZI Transport, is set out on pages 13 to 20 of this circular.

28 September 2004

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the board of directors
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Background for entering into the management agreements . . . . . . . . . . . . . . . . . . .	6
3.	Particulars of the management agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Benefits for entering into the management agreements . . . . . . . . . . . . . . . . . . . . . .	8
5.	Continuing connected transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	General information about GZI Transport . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
8.	Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee of GZI Transport . . . . . . . . . . . . . . . . . . .		12
Letter from Kim Eng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Appendix	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

— i —

DEFINITIONS

Unless the context requires otherwise, the following expressions have the following meanings in this circular:

• “associate(s)”

has the meaning ascribed to it under the Listing Rules;

• “Board of GZI Transport”

means the board of directors of GZI Transport;

• “connected person”

has the meaning ascribed to it under the Listing Rules;

• “connected transaction(s)”

has the meaning ascribed to it under the Listing Rules;

• “Fixed Cost Service Agreement(s)”

the three fixed cost service agreements entered into between GHDC and each of Guangzhou Weian, Guangzhou Taihe and Guangzhou Nanxin on 30 November 1996 and the two fixed cost service agreements entered into between GHDC and each of Guangzhou Xinguang and Guangzhou Tailong on 15 August 1997 and 3 May 1998 respectively;

“GHDC”

means (for identification purpose, in English, Guangzhou Highways Development Company), a PRC state-owned enterprise and a substantial shareholder of five subsidiaries of GZI Transport. Hence, GHDC is a connected person of GZI Transport;

“Group”

means GZI Transport and its subsidiaries;

• “Guangcong Highway Section I”

• means the Guangcong Highway connecting Guangzhou Institute of Foreign Language and Tai Ping Chang;

• “Guangcong Highway Section II means the Guangcong Highway connecting Tai Ping Chang and Provincial Highway 1909” and Wenquan and Provincial Highway 1909 connecting interprovincial traffic between Guangdong Province and Hunan Province;

“Guanghua Highway”	means the Guanghua Highway connecting the urban area of	means the Guanghua Highway connecting the urban area of
	Guangzhou and the suburb of Huadu District;
“Guangshan Highway”	means the Guangshan Highway	Guangzhou Section
	connecting Guangzhou and Shantou;
“Guangshen Highway”	means the Guangshen Highway	Guangzhou Section
	connecting Guangzhou and Shenzhen;
“Guangzhou Investment”	means Guangzhou Investment Company Limited ( ), a company incorporated in Hong Kong
	with limited liability and the shares of	which are listed on the
	Main Board and on the stock exchange	operated by Singapore
	Exchange Securities Trading Limited;

— 1 —

DEFINITIONS

• “Guangzhou Nanxin” means Guangzhou Nanxin Highways Development Company Limited, a cooperative joint venture established in the PRC, the interest of which is held as to 80 per cent. by Superfield Limited, a wholly-owned subsidiary of GZI Transport and as to 20 per cent. by GHDC, and which operates Guangshen Highway;

• “Guangzhou Taihe” means Guangzhou Taihe Highways Development Company Limited, a cooperative joint venture established in the PRC, the interest of which is held as to 80 per cent. by Ickleton Limited, a wholly-owned subsidiary of GZI Transport, and as to 20 per cent. by GHDC, and which operates Guangcong Highway Section I;

• “Guangzhou Tailong” means Guangzhou Tailong Highways Development Company Limited, a cooperative joint venture established in the PRC, the interest of which is held as to 51 per cent. by Fortune Success Group Ltd., a wholly-owned subsidiary of GZI Transport and as to 49 per cent. by GHDC, and which operates Guangcong Highway Section II and Provincial Highway 1909;

• “Guangzhou Weian” means Guangzhou Weian Highways Development Company Limited, a cooperative joint venture established in the PRC, the interest of which is held as to 80 per cent. by Teckstar Limited, a wholly-owned subsidiary of GZI Transport and as to 20 per cent. by GHDC, and which operates Guangshan Highway;

• “Guangzhou Xinguang” means Guangzhou Xinguang Highways Development Company Limited, a cooperative joint venture established in the PRC, the interest of which is held as to 55 per cent. by Top Global Holdings Ltd., a wholly-owned subsidiary of GZI Transport and as to 45 per cent. by GHDC, and which operates Guanghua Highway;

• “GZI Transport” means GZI Transport Limited ( ), a company incorporated in Bermuda with limited liability, the interest of which is held as to approximately 72.6 per cent. by Yue Xiu and its associates (including Guangzhou Investment) and the shares of which are listed on the Main Board;

• “Highways” means Guangcong Highway Section I, Guangcong Highway Section II and Provincial Highway 1909, Guanghua Highway, Guangshan Highway and Guangshen Highway;

• “HK$” means Hong Kong dollars, the lawful currency of Hong Kong;

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DEFINITIONS

“Hong Kong”	means The Hong Kong Special Administrative Region of the
	PRC;
“Independent Board Committee	means an independent committee of the Board of GZI
of GZI Transport”	Transport appointed to advise the independent shareholders of
	GZI Transport in respect of the Management Agreements,
	comprising all independent non-executive directors of GZI
	Transport;
“independent shareholder(s)”	has the meaning ascribed to it under Chapter 14A of the
	Listing Rules;
“Kim Eng”	Kim Eng Corporate Finance (Hong Kong) Limited, a licensed
	corporation to carry out type 6 regulated activities under the
	SFO, who has been appointed as the independent financial
	adviser to give advice to the Independent Board Committee of
	GZI Transport in respect of the terms and conditions of the
	Management Agreements;
“Latest Practicable Date”	27 September 2004, being the latest practicable date for
	ascertaining certain information referred to in this circular
	prior to the printing of this circular;
“Listing Rules”	means the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Main Board”	means the securities market (excluding the option market)
	operated by the Stock Exchange, which is independent from
	and operated in parallel with the Growth Enterprise Market of
	the Stock Exchange;
“Management Agreements”	means the five management agreements all dated 6 September
	2004 and entered into between GHDC and each of the
	Operational Joint Ventures in respect of the management of
	the Highways;
“Operational Joint Venture(s)”	means the five operational joint ventures, namely Guangzhou
	Taihe, Guangzhou Tailong, Guangzhou Weian, Guangzhou
	Xinguang and Guangzhou Nanxin;
“PRC”	means the People’s Republic of China (excluding Hong Kong
	SAR, the Macau SAR and Taiwan for the purposes of this
	circular);
“RMB”	means Renminbi, the lawful currency of the PRC;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended or supplemented from time to time;

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DEFINITIONS

“Stock Exchange” means The Stock Exchange of Hong Kong Limited; “subsidiary” has the same meaning as defined in section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and “subsidiaries” shall be construed accordingly; “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules; and “Yue Xiu” means Yue Xiu Enterprises (Holdings) Limited ( ), a company incorporated in Hong Kong with limited liability and the ultimate holding company of GZI Transport.

In this circular, certain amounts quoted in RMB have been translated into Hong Kong dollars at the reference rate of HK$1.00 to RMB1.065 for information purposes only. Such translation should not be construed as a representation that the relevant amounts have been, could have been, or could be, converted at that or any other rate or at all.

— 4 —

LETTER FROM THE BOARD OF DIRECTORS

GZI Transport Limited

(Incorporated in Bermuda with limited liability)

Executive directors:

Mr. OU Bingchang (Chairman) Mr. LI Xinmin Mr. CHEN Guangsong Mr. CHEN Jiahong Mr. LIANG Ningguang Mr. XIAO Boyan Mr. LIANG Yi Mr. DU Liangying Mr. DU Xinrang Mr. ZHONG Ming Mr. HE Zili Mr. ZHANG Siyuan

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business:

25th Floor, Yue Xiu Building 160 Lockhart Road Wanchai Hong Kong

Non-Executive directors:

Mr. FUNG Ka Pun*

Mr. LAU Hon Chuen Ambrose Mr. POON Jing Mr. CHEUNG Doi Shu

• Independent non-executive directors

28 September 2004

To the shareholders of GZI Transport

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

Entering into Highways Management Agreements

1. INTRODUCTION

Reference was made to a joint announcement dated 6 September 2004 issued by GZI Transport and Guangzhou Investment, in which the directors of GZI Transport and Guangzhou Investment announced that on 6 September 2004 each of the Operational Joint Ventures entered into the Management Agreements with GHDC whereby GHDC will provide operational and maintenance services to Guangshan Highway, Guangcong Highway Section I, Guangshen Highway, Guanghua Highway and Guangcong Highway Section II and Provincial Highway 1909 respectively from 1 January 2004 to 31 December 2004 in return for fixed-sum service charges.

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LETTER FROM THE BOARD OF DIRECTORS

The purpose of this circular is to provide the shareholders of GZI Transport with further details of the Management Agreements and to set out the opinion of the Independent Board Committee of GZI Transport and the advice of Kim Eng to the Independent Board Committee of GZI Transport.

2. BACKGROUND FOR ENTERING INTO THE MANAGEMENT AGREEMENTS

On 30 November 1996, GHDC entered into three Fixed Cost Service Agreements with Guangzhou Weian, Guangzhou Taihe and Guangzhou Nanxin respectively, whereby GHDC provided operational and maintenance services to Guangshan Highway, Guangcong Highway Section I and Guangshen Highway respectively in return for a service charge at a fixed rate of 18 per cent. of the gross aggregate toll revenue of each toll highway per annum.

On 15 August 1997 and 3 May 1998, another two Fixed Cost Service Agreements were entered into between GHDC and Guangzhou Xinguang and Guangzhou Tailong respectively. Under those two Fixed Cost Service Agreements, GHDC will carry out the day-to-day operational and maintenance services of Guanghua Highway and Guangcong Highway Section II and Provincial Highway 1909 respectively in return for a service charge at a fixed rate of 18 per cent. of the gross aggregate toll revenue of the respective toll highway per annum.

The provision of the operational and maintenance services under the Fixed Cost Service Agreements by GHDC, which is a connected person of GZI Transport, constituted continuing connected transactions under the Listing Rules. GZI Transport had applied to the Stock Exchange and been granted by the Stock Exchange waivers from strict compliance with the reporting and independent shareholders’ approval requirements under the previous Chapter 14 of the Listing Rules. Details of the Fixed Cost Service Agreements and the waivers were disclosed in GZI Transport’s prospectus dated 21 January 1997 and the joint circular of GZI Transport and Guangzhou Investment dated 21 July 1997.

On 31 January 2004, the Stock Exchange announced certain amendments to the Listing Rules which took effect from 31 March 2004. Under the new Rule 14A.35 of the Listing Rules, where an issuer enters into non-exempt continuing connected transactions, it must, amongst other things, in respect of each connected transaction:

• (i) enter into written agreement(s) with the connected persons, and the period for which must be fixed and except in special circumstance, must not exceed three years; and

• (ii) set a maximum aggregate annual value which must be expressed in terms of monetary value rather than a percentage of the issuer’s annual revenue.

To comply with the amended Listing Rules, GZI Transport procured the Operational Joint Ventures to re-negotiate with GHDC and enter into the Management Agreements to replace the respective Fixed Cost Service Agreements. Notwithstanding the early negotiations, agreements between each of the Operational Joint Ventures and GHDC were not reached until after considerable

— 6 —

LETTER FROM THE BOARD OF DIRECTORS

negotiations as GHDC was hesitate with the short term nature of the Management Agreements and it was also very time consuming for GHDC to agree on the consideration payable under the respective Management Agreements. The parties eventually agreed on the terms of the Management Agreements on 6 September 2004.

3. PARTICULARS OF THE MANAGEMENT AGREEMENTS

Set out below are the principal terms of the Management Agreements:

(i) Guanghua Highway Management Agreement

Parties:	Guangzhou Xinguang and GHDC
Toll road under management:	Guanghua Highway
Management fees:	RMB5,170,000 per annum
Term:	From 1 January 2004 to 31 December 2004

(ii) Guangshan Highway Management Agreement

Parties:	Guangzhou Weian and GHDC
Toll road under management:	Guangshan Highway
Management fees:	RMB21,390,000 per annum
Term:	From 1 January 2004 to 31 December 2004

(iii) Guangshen Highway Management Agreement

Parties:	Guangzhou Nanxin and GHDC
Toll road under management:	Guangshen Highway
Management fees:	RMB13,700,000 per annum
Term:	From 1 January 2004 to 31 December 2004

(iv) Guangcong Highway Section I Management Agreement

Parties:	Guangzhou Taihe and GHDC
Toll road under management:	Guangcong Highway Section I
Management fees:	RMB15,790,000 per annum
Term:	From 1 January 2004 to 31 December 2004

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LETTER FROM THE BOARD OF DIRECTORS

(v) Guangcong Highway Section II and Provincial Highway 1909 Management Agreement Parties: Guangzhou Tailong and GHDC Toll road under management: Guangcong Highway Section II and Provincial Highway 1909 Management fees: RMB10,230,000 per annum Term: From 1 January 2004 to 31 December 2004

Save for the management fees payable and the term of the agreements mentioned above, the other terms and conditions of the Management Agreements are primarily the same as those of the Fixed Cost Service Agreements. Under the Management Agreements, GHDC will be responsible for regular and routine maintenance and medium scale repairs of the Highways pursuant to the standards prescribed by the Ministry of Communications of the PRC from time to time and the repairs and maintenance costs of road safety devices, flood damage prevention works, maintenance of traffic signals and signs, lighting systems and landscaping (but excluding the costs of major repairs or re-construction works). In addition, GHDC is responsible for all toll station operational expenses including repairs and maintenance of the toll stations and computerised toll collection systems, provision of stationery, office equipment, water, electricity and telephone charges and all other expenses required for the normal operations of the toll stations. Under the Management Agreements, GHDC also assumes full responsibility for the salaries and all statutory benefits, insurance and welfare funds required to be paid pursuant to the relevant laws and regulations of the PRC to the staff and workers employed by GHDC to perform clerical and routine operational duties at the toll station(s) of the respective Operational Joint Ventures, subject, however, to the Group’s overriding authority in recruiting and dismissing any of such staff and workers.

According to the terms of the Management Agreements, the finance team and engineering team, among other teams, of the Operational Joint Ventures shall investigate and monitor the standard, quality and the punctuality of the management services provided by GHDC. Depending on the seriousness of the contractual breach committed by GHDC (if any), the Operational Joint Ventures may terminate the Management Agreements by giving written notice to GHDC in the event GHDC is unable to provide maintenance and repair services of the Highways pursuant to the standard prescribed by the Ministry of Communication of the PRC from time to time; or normal operations of the toll station.

4. BENEFITS FOR ENTERING INTO THE MANAGEMENT AGREEMENTS

The Group’s intention for entering into the Management Agreements with pre-determined management costs and quality standards is to minimize GZI Transport’s risk associated with cost overrun of its toll highway projects.

— 8 —

LETTER FROM THE BOARD OF DIRECTORS

The total annual fees payable to GHDC under the Management Agreements have been arrived at after arm’s length negotiations between the Operational Joint Ventures and GHDC and are based on normal commercial terms. The Board of GZI Transport believes that the terms of the Management Agreements are fair and reasonable. In view of past operational convenience and benefits brought to the Group, the Board of GZI Transport (including the independent non-executive directors) considers it to be in the interests of the Group and its shareholders as a whole to enter into the Management Agreements. For the benefit of the Group, new management agreements will be negotiated before the expiry of the Management Agreements and new management agreements will be entered into between the Operational Joint Ventures and GHDC at the end of 2004 for the continuing management of the respective toll highway projects if the then circumstances deemed appropriate.

5. CONTINUING CONNECTED TRANSACTIONS

GHDC is a connected person of GZI Transport because GHDC is a substantial shareholder holding 20 per cent., 49 per cent., 20 per cent., 45 per cent. and 20 per cent. of five subsidiaries of GZI Transport (namely Guangzhou Taihe, Guangzhou Tailong, Guangzhou Weian, Guangzhou Xinguang and Guangzhou Nanxin respectively, which are the Operational Joint Ventures). The entering into the Management Agreements between the Operational Joint Ventures and GHDC therefore constitutes continuing connected transactions of GZI Transport.

The following is a summary of the total amount of fees paid under the Fixed Cost Service Agreements for each of the three years ended 31 December 2003 and the total fees payable in 2004 under the Management Agreements. GZI Transport proposes to fix an annual consideration (“Fixed-sum”) for each of the connected transactions equal to the fees payable under the Management Agreements in 2004:

		Year ended 31st December,	Year ended 31st December,
	2001	2002	2003	2004
				Proposed
	**Actual **	**18 per cent. **	charges	Fixed-sum
	RMB	RMB	RMB	RMB
Guanghua Highway	4,145,357	4,686,375	5,162,153	5,170,000
Guangshan Highway	22,312,824	19,757,385	21,385,658	21,390,000
Guanshen Highway	10,550,089	3,674,153	13,704,128	13,700,000
Guangcong Highway Section I	12,384,820	13,006,912	15,785,894	15,790,000
Guangcong Highway Section II
and Provincial Highway 1909	13,022,057	14,818,692	10,230,008	10,230,000
Total:	62,415,1471	55,943,5172	66,267,8413	66,280,000

1 Source: Note 27 to the Accounts in GZI Transport Annual Report 2001

2 Source: Note 25 to the Accounts in GZI Transport Annual Report 2002

3 Source: Note 26 to the Accounts in GZI Transport Annual Report 2003

— 9 —

LETTER FROM THE BOARD OF DIRECTORS

The Fixed-sum for the connected transactions payable under each of the Management Agreements in 2004 are expressed in terms of monetary value and are determined by reference to previous transactions and figures which are ascertainable from published information of GZI Transport. The Fixed-sums stipulated in the Management Agreements are payable by the Operational Joint Ventures to GHDC in cash by monthly installments.

The total annual fees payable of RMB66,280,000 (equivalent to approximately HK$62,234,742) by the Operational Joint Ventures to GHDC under the Management Agreements is more than 2.5 per cent. but less than 25 per cent. under the consideration test set forth in Rule 14.15 of the Listing Rules. Hence, the entering into the Management Agreements between the Operational Joint Ventures and GHDC constitutes non-exempt continuing connected transactions for GZI Transport under Rule 14A.35 of the Listing Rules which requires GZI Transport’s independent shareholders’ approval.

The directors of GZI Transport have confirmed that save as aforesaid, GHDC is not a connected person of GZI Transport by virtue of any other connection with GZI Transport. Therefore, no shareholders of GZI Transport are required to abstain from voting if GZI Transport were to convene a general meeting for the approval of the Management Agreements in accordance with the Listing Rules.

As at the Latest Practicable Date, Yue Xiu and its associates (including Guangzhou Investment) beneficially own 808,988,076 shares in GZI Transport (collectively, the “Group Shareholders of GZI Transport”), representing approximately 72.6 per cent. of the issued share capital of GZI Transport. Such interest held by the Group Shareholders of GZI Transport has no difference from that held by other shareholders of GZI Transport.

Based on the above, the Group Shareholders of GZI Transport have no interests in the Management Agreements and are therefore entitled to vote in respect of the Management Agreements. Written confirmation from the Group Shareholders of GZI Transport approving the Management Agreements has been obtained.

GZI Transport has applied to the Stock Exchange for a waiver from the strict compliance with the shareholders’ meeting requirement pursuant to which a written independent shareholders’ approval should be accepted in lieu of holding a general meeting pursuant to Rule 14A.43 of the Listing Rules.

6. GENERAL INFORMATION ABOUT GZI TRANSPORT

GZI Transport is principally engaged in investment in and development, operation and management of toll highways, expressways and bridges mainly in Guangdong Province, the PRC.

— 10 —

LETTER FROM THE BOARD OF DIRECTORS

7. RECOMMENDATION

The Independent Board Committee of GZI Transport comprising all the independent nonexecutive directors of GZI Transport has been appointed to consider and advise its shareholders in respect of the terms and conditions of the Management Agreements. Kim Eng has been appointed as the independent financial adviser to advise the Independent Board Committee of GZI Transport in this respect.

Your attention is drawn to the letter from the Independent Board Committee of GZI Transport as set out on page 12 of this circular and the letter from Kim Eng as set out on pages 13 to 20 of this circular.

Having taken into account the advice of Kim Eng, the Independent Board Committee of GZI Transport is of the opinion that the terms of the Management Agreements are on normal commercial terms and are fair and reasonable and in the interest of GZI Transport and its shareholders taken as a whole.

8. FURTHER INFORMATION

Further information of the GZI Transport is set out in Appendix to this circular for your information.

By order of the board of directors GZI Transport Limited OU Bingchang Chairman

— 11 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE OF GZI TRANSPORT

GZI Transport Limited

(Incorporated in Bermuda with limited liability)

28 September 2004

To the shareholders GZI Transport

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

Entering into Highways Management Agreements

We refer to the circular dated 28 September 2004 to the shareholders of GZI Transport (the “Circular”) of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context of this letter otherwise requires.

The Independent Board Committee of GZI Transport has been appointed by the board of directors of GZI Transport to consider and advise the shareholders of GZI Transport on the terms and conditions of the Management Agreements, details of which are set out in the letter from the board of directors contained in the Circular. Kim Eng has been appointed as the independent financial adviser to advise the Independent Board Committee of GZI Transport in this respect.

Under the Listing Rules, the provision of services by GHDC under the Management Agreements constitute continuing connected transactions of GZI Transport. We wish to draw your attention to the letter from Kim Eng to the Independent Board Committee of GZI Transport, which contains its advice to us in respect of the terms and conditions of the Management Agreements as set out on pages 13 to 20 of the Circular. We have discussed that letter and the advice contained therein with Kim Eng.

Having considered, among other things, the factors and reasons considered by, and the advice of, Kim Eng, as stated in the aforementioned letter in respect of entering into Management Agreements, we are of the opinion, and concur with the views of Kim Eng, that the terms of the Management Agreements are on normal commercial terms and are fair and reasonable and in the interests of GZI Transport and its shareholders taken as a whole.

Yours faithfully,

Independent Board Committee of GZI Transport Limited FUNG Ka Pun LAU Hon Chuen Ambrose CHEUNG Doi Shu

Independent non-executive directors

— 12 —

LETTER FROM KIM ENG

The following is the text of a letter of advice from Kim Eng Corporate Finance (Hong Kong) Limited, which has been prepared for the purpose of incorporation into this circular, setting out its advice to the Independent Board Committee of GZI Transport in connection with the Management Agreements.

KIM ENG

Kim Eng Corporate Finance (Hong Kong) Limited Room 1901, Bank of America Tower, 12 Harcourt Road, Central Hong Kong

The Independent Board Committee of GZI Transport Limited 25th Floor, Yue Xiu Building 160 Lockhart Road Wanchai Hong Kong

28 September 2004

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the independent shareholders of GZI Transport on the terms of the Management Agreements. Details of the Management Agreements are set out in the letter from the board of directors contained in the circular to the shareholders of GZI Transport dated 28 September 2004 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 6 September 2004, the Operational Joint Ventures and GHDC entered into the Management Agreements respectively pursuant to which GHDC will be responsible for the operation and maintenance of the Highways in return for pre-determined management fees payable by the Operational Joint Ventures.

Given that (i) GHDC is a substantial shareholder holding 20 per cent., 49 per cent., 20 per cent., 45 per cent. and 20 per cent. of five subsidiaries of GZI Transport (namely Guangzhou Taihe, Guangzhou Tailong, Guangzhou Weian, Guangzhou Xinguang and Guangzhou Nanxin respectively, which are the Operational Joint Ventures); and (ii) the total annual fees payable of RMB66,280,000 (equivalent to approximately HK$62,234,742) to GHDC under the Management Agreements is more than 2.5 per cent but less than 25 per cent. under the consideration test set forth in Rule 14.15 of the

— 13 —

LETTER FROM KIM ENG

Listing Rules, GHDC is a connected person of GZI Transport and the entering into the Management Agreements between the Operational Joint Ventures and GHDC constitutes non-exempt continuing connected transactions for GZI Transport under Rule 14A.35 of the Listing Rules which requires GZI Transport’s independent shareholders’ approval.

GZI Transport has applied to the Stock Exchange for a waiver from the strict compliance with the shareholders’ meeting requirement pursuant to which a written independent shareholders’ approval should be accepted in lieu of holding a general meeting pursuant to Rule 14A.43 of the Listing Rules. Written confirmations from a closely allied group of shareholders of GZI Transport holding more than 50 per cent. in nominal value of the issued share capital of GZI Transport approving the Management Agreements have been obtained.

INDEPENDENT BOARD COMMITTEE

The Board of GZI Transport currently consists of 12 executive directors, namely Mr. OU Bingchang, Mr. LI Xinmin, Mr. CHEN Guangsong, Mr. CHEN Jiahong, Mr. LIANG Ningguang, Mr. XIAO Boyan, Mr. LIANG Yi, Mr. DU Liangying, Mr. DU Xinrang, Mr. ZHONG Ming, Mr. HE Zili and Mr. ZHANG Siyuan; 1 non-executive director, namely Mr. POON Jing; and 3 independent non-executive directors, namely Mr. FUNG Ka Pun, Mr. LAU Hon Chuen Ambrose and Mr. CHEUNG Doi Shu, who are considered to be independent pursuant to Rule 3.13 of the Listing Rules.

The Independent Board Committee of GZI Transport comprising all the independent nonexecutive directors of GZI Transport, namely Mr. FUNG Ka Pun, Mr. LAU Hon Chuen, Ambrose and Mr. CHEUNG Doi Shu, has been formed to consider the terms and conditions of the Management Agreements and give an advice and make recommendation to the independent shareholders of GZI Transport in this respect.

BASIS OF OUR OPINION

In forming our opinion, we have relied on the information and representations as contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true, accurate and complete at the time when they were made and continue to be true, accurate and complete as at the date of the Circular.

We have also assumed that all statements of belief, opinion and intention made by the Board of GZI Transport and as contained in the Circular were reasonably made by them after their due enquiry and careful consideration and that there are no other facts the omission of which would make any statement in the Circular misleading in any material respect.

— 14 —

LETTER FROM KIM ENG

Notwithstanding the aforesaid, we consider that we have reviewed sufficient information to reach a reasonably informed view to justify our reliance on the accuracy of the information contained in the Circular as aforesaid and to provide reasonable grounds for our advice. Our review and analyses were based upon the information provided by GZI Transport which include among others, the executed Management Agreements entered into between the Operational Joint Ventures and GHDC dated 6 September 2004, and the audited financial statements of GZI Transport for the years ended 2001, 2002 and 2003.

Furthermore, we have no reason to doubt the truth, accuracy and/or completeness of the information and representations as provided to us by the directors of GZI Transport. We have not conducted any independent in-depth investigation into nor have we carried out any independent verification of the information supplied therefor.

BACKGROUND AND REASONS FOR ENTERING INTO THE MANAGEMENT AGREEMENTS

As stated in the letter from the board of directors of the Circular, pursuant to the Fixed Cost Service Agreements that were entered into on 30 November 1996, 15 August 1997 and 3 May 1998 respectively, GHDC has been providing operational and maintenance services to Guangshan Highway, Guangcong Highway Section I, Guangshen Highway, Guanghua Highway and Guangcong Highway Section II and Provincial Highway 1909 in return for a service charge at a fixed rate of 18 per cent. of the gross aggregate toll revenue of each toll highway per annum.

The provision of the operational and maintenance services under the Fixed Cost Service Agreements by GHDC, which is a connected person of GZI Transport, constituted continuing connected transactions under the Listing Rules. GZI Transport had applied to the Stock Exchange and been granted by the Stock Exchange waivers from strict compliance with the reporting and independent shareholders’ approval requirements under the previous Chapter 14 of the Listing Rules.

Following the implementation of certain amendments to the Listing Rules which took effect from 31 March 2004, when an issuer enters into non-exempt continuing connected transactions, it must, amongst other things, in respect of each connected transaction:

• (i) enter into written agreement(s) with the connected persons, and the period for which must be fixed and except in special circumstance, must not exceed three years; and

• (ii) set a maximum aggregate annual value which must be expressed in terms of monetary value rather than a percentage of the issuer’s annual revenue.

To comply with the amended Listing Rules, the Operational Joint Ventures re-negotiated with GHDC and entered into the Management Agreements to replace the respective Fixed Cost Service Agreements.

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LETTER FROM KIM ENG

PRINCIPAL TERMS OF THE MANAGEMENT AGREEMENTS

We have reviewed the principal terms of the Management Agreements which include:

Management fee

The following table sets out the management fees payable by the Operational Joint Ventures for their respective toll road(s) under management to GHDC pursuant to the Management Agreements and they are compared with the actual annual fees paid under the Fixed Cost Service Agreements for the years ended 31 December 2001, 2002 and 2003:

Table 1

	Table 1	Table 1	Table 1	Table 1	Table 1
Guanghua Highway Guangshan Highway Guangshen Highway Guangcong Highway Section I Guangcong Highway Section II and Provincial Highway 1909 Total:		Actual annual fees paid For year ended 31 December Proposed management fees for year 2001 2002 2003 2004 RMB RMB RMB RMB 4,145,357 4,686,375 5,162,153 5,170,000 22,312,824 19,757,385 21,385,658 21,390,000 10,550,089 3,674,153 13,704,128 13,700,000 12,384,820 13,006,912 15,785,894 15,790,000 13,022,057 14,818,692 10,230,008 10,230,000
		62,415,147	55,943,517	66,267,841	66,280,000

Source: GZI Transport Annual Reports 2001, 2002 and 2003

As explained by GZI Transport, the amount of management fees for the year ending 31 December 2004 is determined by reference to previous transactions and figures which are ascertainable from published information of GZI Transport, has been arrived at after arm’s length negotiations between the Operational Joint Ventures and GHDC, and is based on normal commercial terms. Such management fees are payable by the Operational Joint Ventures to GHDC in cash by monthly installment.

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LETTER FROM KIM ENG

Term

The term of the Management Agreements are for one year commencing from 1 January 2004 and ending at 31 December 2004.

Responsibility of GHDC and power of the Operational Joint Ventures

The responsibility of GHDC under the Management Agreements is stated in detail in the letter from the board of directors of the Circular.

Under the Management Agreements, GHDC will be responsible for regular and routine maintenance and medium scale repairs of the Highways pursuant to the standards prescribed by the Ministry of Communications of the PRC from time to time and the repairs and maintenance costs of road safety devices, flood damage prevention works, maintenance of traffic signals and signs, lighting systems and landscaping (but excluding the costs of major repairs or re-construction works). In addition, GHDC is responsible for all toll station operational expenses including repairs and maintenance of the toll stations and computerised toll collection systems, provision of stationery, office equipment, water, electricity and telephone charges and all other expenses required for the normal operations of the toll stations. Under the Management Agreements, GHDC also assumes full responsibility for the salaries and all statutory benefits, insurance and welfare funds required to be paid pursuant to the relevant laws and regulations of the PRC to the staff and workers employed by GHDC to perform clerical and routine operational duties at the toll station(s) of the respective Operational Joint Ventures, subject, however, to the Group’s overriding authority in recruiting and dismissing any of such staff and workers.

According to the terms of the Management Agreements, the finance team and engineering team, among other teams, of the Operational Joint Ventures shall investigate and monitor the standard, quality and the punctuality of the management services provided by GHDC.

Renewal

For the benefit of the Group, new management agreements will be negotiated before the expiry of the Management Agreements and new management agreements will be entered into between the Operational Joint Ventures and GHDC at the end of 2004 for the continuing management of the respective toll highway projects if the then circumstances deemed appropriate.

Termination

The Management Agreements provide that, depending on the seriousness of the contractual breach committed by GHDC (if any), the Operational Joint Ventures may terminate the Management Agreements by giving written notice to GHDC in the event GHDC is unable to provide maintenance and repair services of the Highways pursuant to the standard prescribed by the Ministry of Communication of the PRC from time to time; or normal operations of the toll station.

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LETTER FROM KIM ENG

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion regarding the terms and conditions of the Management Agreements, we have taken into consideration the following principal factors and reasons:

1. Basis for the pre-determined amount of the management fees

As explained by the Board of GZI Transport, the amount of management fees payable by the Operational Joint Ventures under the Management Agreements are determined by reference to, among other things, (i) previous transactions and figures, based on the fixed rate of 18 per cent. of the gross toll revenue which are ascertainable from annual reports of GZI Transport for the years ended 31 December 2001, 2002 and 2003; and (ii) the estimated cost, such as operational expenses for toll stations, repair and maintenance expenses for toll stations and the highways, to be incurred for undertaking such duties.

The Board of GZI Transport has reviewed the actual costs for the three years ended 31 December 2001, 2002 and 2003 submitted by GHDC, and is of the view that these costs incurred are in line with the actual fees charged by GHDC. The Board of GZI Transport expects that the estimated cost required for the provision of the maintenance services for the year ending 31 December 2004 will not have any material deviation to the cost incurred for the year ended 31 December 2003.

In addition, as shown in Table 1 above, the proposed Fixed-sum payable for the year ending 31 December 2004 are similar to and consistent with the actual fees paid for the year ended 31 December 2003, which are determined by the fixed rate of 18 per cent.

The Board of GZI Transport confirmed that as at the date of this Circular, it is not aware of any events happened or to be happened which will substantially decrease the traffic flow and/or the actual operating and maintenance costs for the Highways to be incurred for the year ending 31 December 2004 as compared to that for the previous year, and in turn, resulting in GZI Transport over-paying GHDC with respect to its services to be performed pursuant to the Management Agreements.

In view of the above, we consider that the basis for the pre-determined amount of the management fees under the Management Agreements is fair and reasonable.

2. Risks associated with the operational and maintenance costs of the Highways

The pre-determined amount of management fees in the Management Agreements are fixed and for the avoidance of doubt, the Company is not obligated to compensate GHDC any additional management fees in the event that the actual costs incurred in 2004 excess the pre-determined management fees in the Management Agreements. As such, the Operational Joint Ventures are sheltered from the risks of adverse financial impact to GZI Transport, particular on the profitability and financial position of the Group, arising from any increase in the actual maintenance and operational costs of the Highways.

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LETTER FROM KIM ENG

3. Risks associated with the quality of services provided by GHDC

In the Management Agreements, a clear standard with respect to the quality of services required has been set out. In the event that there is any breach in respect of this requirement, the Operational Joint Ventures has the right to seek compensation from GHDC and/or terminate the Management Agreements. However, no such situation has ever been experienced by the Operational Joint Ventures in the past six years during the terms of services provided by GHDC.

4. Length of the term

Despite that the term of the Management Agreements could be three years at maximum according to the Listing Rules, the Board of GZI Transport is of the view that the one-year term of the Management Agreements provides relatively more flexibility for adjusting the amount of the management fees according to the actual cost incurred in order to avoid over-pay to GHDC. In case that the fixed management fees is under-paid or over-paid to GHDC in 2004, at the end of 2004 when the Management Agreements are expired, the Operational Joint Ventures can negotiate with GHDC for the management fees for 2005 taking into accounts of the amount under-paid or over-paid. However, if the term of the Management Agreements were three years and the fixed management fees was under-paid or over-paid to GHDC in 2004, the Operational Joint Ventures would not be able to adjust the management fees for 2005.

We concur with the view of the Board of GZI Transport in this regards.

5. GHDC as operational and maintenance service provider

GHDC has been responsible for the operation and maintenance of the existing Highways for more than six years. Should there be no amendment to the Listing Rules, the previous Fixed Cost Service Agreements would still be in force until their expiry in 2026 and 2027 and the Management Agreements would not be entered into to replace the Fixed Cost Service Agreements. The Operational Joint Ventures have never made complaints to GHDC for its performance or fees being overly charged. The Board of GZI Transport are satisfied with the services GHDC provided.

In view of the good performance record of GHDC in terms of cost control, qualities of services and experience in management and maintenance of toll roads, the Board of GZI Transport considered that by choosing GHDC as the service provider under the Management Agreements, quality operational and maintenance services to the Highways and satisfying road conditions of the Highways can be ensured. As such, the Board of GZI Transport considered that it would be a waste of resources to search for and engage a new service provider the performance of which may not be guaranteed, and, it is in the interests of GZI Transport and its shareholders as a whole for the Operational Joint Ventures to continue to engage GHDC as the service provider.

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LETTER FROM KIM ENG

RECOMMENDATION

Having considered the above principal factors and reasons including but not limited to the background and reasons for entering into the Management Agreements, the principal terms of the Management Agreements and GHDC as operational and maintenance service provider, we are of the view that the terms of the Management Agreements are on normal commercial terms and are fair and reasonable and in the interests of GZI Transport and its shareholders as a whole.

Yours faithfully,

For and on behalf of

Kim Eng Corporate Finance (Hong Kong) Limited

Winnie Kong

Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to GZI Transport. The directors of GZI Transport jointly and severally 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, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS FOR GZI TRANSPORT

Save as disclosed below, as at the Latest Practicable Date, none of the directors or chief executives (if any) of GZI Transport had, or was deemed to have any interests or short positions in the shares, underlying shares and debentures of GZI Transport or any of its associated corporations (as defined in Part XV of the SFO) which was required to be notified to GZI Transport and the Stock Exchange pursuant to Divisions 7 and 8 of the SFO including interests and short positions which they were taken or deemed to have under such provisions of the SFO or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to GZI Transport and the Stock Exchange.

(a) Long positions in shares of GZI Transport and its associated corporations

			Approximate %
	Interests in GZI		of shareholding
	Transport or its	Capacity in	in the same class	Number and class
Directors	associated corporation	holding interest	of securities	of securities
Mr. Liang Ningguang	Guangzhou Investment	Beneficial owner	0.01	400,000 ordinary
				shares
Mr. Xiao Boyan	Guangzhou Investment	Beneficial owner	0.01	500,000 ordinary
				shares
Mr. Chen Jiahong	GZI Transport	Beneficial owner	0.02	210,000 ordinary
				shares
Mr. Du Liangying	GZI Transport	Beneficial owner	0.01	78,000 ordinary
				shares
Mr. Du Xinrang	GZI Transport	Beneficial owner	0.04	488,000 ordinary
				shares
Mr. He Zili	GZI Transport	Beneficial owner	0.27	3,000,000 ordinary
				shares
Mr. Zhang Siyuan	GZI Transport	Beneficial owner	0.05	580,000 ordinary
				shares
	Guangzhou Investment	Beneficial owner	0.01	490,000 ordinary
				shares

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GENERAL INFORMATION

APPENDIX

• (b) Long positions in underlying shares of equity derivatives of GZI Transport and its associated corporations

	Interests in GZI	Capacity		Exercise	Number of
	Transport or its	in holding	Date of	price	outstanding
Directors	associated corporation	interest	grant	per share	share options
				HK$	(Note)
Mr. Ou Bingchang	Guangzhou Investment	Beneficial	02/06/2003	0.5400	9,000,000
		owner
Mr. Chen Guangsong	Guangzhou Investment	Beneficial	02/06/2003	0.5400	8,000,000
		owner
Mr. Liang Ningguang	Guangzhou Investment	Beneficial	02/06/2003	0.5400	7,000,000
		owner
Mr. Xiao Boyan	Guangzhou Investment	Beneficial	02/06/2003	0.5400	7,000,000
		owner
Mr. Liang Yi	Guangzhou Investment	Beneficial	02/06/2003	0.5400	7,000,000
		owner

• Note: The share options are exercisable from 2 June 2003 to 1 June 2013, of which a maximum of up to (i) 30 per cent.; and (ii) 60 per cent. (inclusive of any options exercised under (i)). thereof are exercisable during the period (i) up to the first anniversary; and (ii) up to the second anniversary of the date of grant respectively.

As at the Latest Practicable Date, none of the directors of GZI Transport or the expert named at paragraph 4(a) below in this circular had any direct or indirect interests in any assets which have since 31 December 2003 (being the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group.

3. SUBSTANTIAL SHAREHOLDERS OF GZI TRANSPORT

Save as disclosed below, as at the Latest Practicable Date, so far as is known to any director or chief executive (if any) of GZI Transport, no person (not being a director or chief executive (if any) of GZI Transport nor any member of the Group), has an interest or short position in the shares or underlying shares of GZI Transport which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO (including interests and short positions which they are taken or deemed

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APPENDIX

GENERAL INFORMATION

to have under such provision of the SFO) or who is directly or indirectly interested in 10 per cent. or more of the nominal value of any class of shares carrying rights to vote in all circumstances at general meetings of GZI Transport.

			Approximate %
			of shareholding
			in the same	Number and
	Capacity in	Long/short	class of	class of
Name	holding interest	position	securities	securities held
Yue Xiu (Note 1)	Beneficial owner and	Long position	72.59	808,988,076 shares
	interest of controlled
	corporations
Guangzhou Investment	Beneficial owner and	Long position	67.31	750,134,000 shares
(Note 2)	interest of controlled
	corporations
First Dynamic Limited	Interest of controlled	Long position	67.30	750,000,000 shares
(Note 3)	corporations
Round Table Holdings	Interest of controlled	Long position	67.30	750,000,000 shares
Limited (Note 4)	corporations
GZI Transport	Interest of controlled	Long position	67.30	750,000,000 shares
(Holdings) Limited	corporations
(Note 5)
Housemaster Holdings	Beneficial owner	Long position	32.98	367,500,000 shares
Limited
Power Head Limited	Beneficial owner	Long position	14.13	157,500,000 shares
Delta Force Holdings	Beneficial owner	Long position	10.09	112,500,000 shares
Limited
Lawson Enterprises	Beneficial owner	Long position	10.09	112,500,000 shares
Limited
Shanghai Industrial	Interest of controlled	Long position	7.04	78,489,692 shares
Investment (Holdings)	corporations
Company Ltd.

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GENERAL INFORMATION

APPENDIX

Notes:

1. Yue Xiu has a direct holding of 5,769 shares in GZI Transport and is deemed by the SFO to be interested in 808,982,307 shares in GZI Transport as a result of its indirect holding of such shares through its subsidiaries.

2. Guangzhou Investment has a direct holding of 134,000 shares in GZI Transport and is deemed by the SFO to be interested in 750,000,000 shares in GZI Transport as a result of its indirect holding of such shares through its wholly-owned subsidiary, Round Table Holdings Limited.

3. First Dynamic Limited is deemed by the SFO to be interested in 750,000,000 shares in GZI Transport as a result of its indirect holding of such shares through its controlled corporation, GZI Transport (Holdings) Limited.

4. Round Table Holdings Limited is deemed by the SFO to be interested in 750,000,000 shares in GZI Transport as a result of its indirect holding of such shares through its subsidiary, GZI Transport (Holdings) Limited.

5. GZI Transport (Holdings) Limited is deemed by the SFO to be interested in 750,000,000 shares in GZI Transport as a result of its indirect holding of such shares through its wholly-owned subsidiaries, Housemaster Holdings Limited, Power Head Limited, Delta Force Holdings Limited and Lawson Enterprises Limited.

4. EXPERT’S DISCLOSURE OF INTEREST AND CONSENT

• (a) The following is the qualification of the expert who has given opinion or advice contained in this circular:

Name

Qualification

Kim Eng a licensed corporation to carry out type 6 regulated activities under the SFO

• (b) As at the Latest Practicable Date, Kim Eng has no direct or indirect shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

• (c) Kim Eng has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter and reference to its name in the form and context in which it appear.

• (d) The letter and advice given by Kim Eng is given as of the date of this circular for incorporation herein.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, each of Mr. Chen Guangsong, Mr. Du Liangying, Mr. Ou Bingchang and Mr. Liang Yi had entered into a service agreement with GZI Transport which is for an initial fixed term of one year commencing on 26 October 2001, 26 October 2001, 8 January 2003 and

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GENERAL INFORMATION

APPENDIX

28 February 2003 respectively unless terminated sooner by GZI Transport giving to the relevant director three months’ prior written notice and thereafter, extendable for a further term of two years unless terminated sooner by GZI Transport giving to the relevant director three months’ prior written notice or by the relevant director giving to GZI Transport six months’ prior written notice.

Save as disclosed herein, none of the directors of GZI Transport has any existing or proposed service contract with any member of the Group excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

6. NO MATERIAL ADVERSE CHANGES

The directors of GZI Transport are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2003, the date to which the latest published consolidated audited account of the Group were made up.

7. MISCELLANEOUS

• (a) The secretary of GZI Transport is Mr. Wong Chi Keung, FCCA, FCPA, ACMA, ACIS .

• (b) The qualified accountant of GZI Transport is Ms. Chan Kam Ting Sharon, FCCA, CPA .

• (c) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the principal place of business of GZI Transport Limited at 25th Floor, Yue Xiu Building, 160 Lockhart Road, Wanchai, Hong Kong up to and including the date which is 14 days from the date of this circular:

• (a) the Management Agreements;

• (b) the letter from Kim Eng to the Independent Board Committee of GZI Transport as set out on pages 13 to 20 of this circular;

• (c) the written consent of Kim Eng referred to in paragraph 4 of this Appendix;

• (d) the memorandum of association and bye-laws of GZI Transport; and

• (e) the directors’ service contracts referred to in paragraph 5 of this Appendix.

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