June 2009 Clause Samples

June 2009. In light of the above, the Parties hereby agree to rectify the definition of “Effective Date” as follows:

June 2009. 78.99135565 May 2010............ 39.08298531 May 2011..........

June 2009. 656,090,989 211,125,303 January 2007....

June 2009. Parties: (1) Intersafe, a wholly-owned subsidiary of the Company, as (2) Shenzhen Expressway Company Limited, as the Purchaser, further information in relation to which is set out in “Information on the Purchaser” below; and (3) the Company, as guarantor to guarantee the obligations with respect to the transfer of the Sale Interest and the payment of Intersafe under the Agreement should the Agreement be terminated. (1) the Sale Interest, representing 45% of the registered capital of Jihe Expressway (Eastern-Section), including the right to receive distributions arising from the Sale Interest commencing from 1 April 2009; and (2) the Sale Loan. Intersafe will therefore enjoy entitlement to distributions attributable to the Sale Interest for all periods up to 31 March 2009, and will bear its proportionate share of tax liability of Jihe Expressway (Eastern-Section) up to that date. The Purchaser has also agreed to reimburse Intersafe for income tax payable by it in connection with its sale of the Sale Interest and the Sale Loan. The Consideration for the Sale Interest and Sale Loan is RMB1,068,800,000 (equivalent to approximately HK$1,209,050,000). Payments are to be made by the Purchaser as follows: • The Purchaser is to pay a refundable prepayment of RMB50,000,000 (equivalent to approximately HK$56,561,000) in cash within seven business days after receiving the written notice from Intersafe to be issued after the signing of the Agreement. The prepayment is refundable within seven business days of the termination of the Agreement, with interest accrued thereon at the RMB fixed deposit rate applicable to that period. • An additional RMB950,000,000 (equivalent to approximately HK$1,074,661,000) is payable by the Purchaser in cash in Hong Kong Dollars within seven business days after (i) the satisfaction of all the conditions precedent; (ii) the payment of relevant taxes and the obtaining of tax clearance from the relevant tax bureau by the Purchaser; (iii) the obtaining of the relevant approval from the State Administration of Foreign Exchange by the Purchaser for the buying of foreign currency to settle the Consideration; and subject to the issue of an acknowledgement from the State Administration For Industry & Commerce of the submission by the Purchaser and Jihe Expressway (Eastern-Section) of applications for the change of registrations relating to the transfer of the Sale Interest. • The remaining RMB68,800,000 (equivalent to approximately HK$77,828,000) ...

June 2009. Contents