RE CHINA WAY PROPERTIES LTD.

HCCW 1004/2001

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 1004 OF 2001

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J U D G M E N T

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1. This is a petition to wind up China Way Properties Limited (hereafter referred to as "the Company") on the basis of a debt incurred by the Company to an individual, Mr Steve So Shiu Chuen, in the sum of about $11.8 million.

2. The loan was said to have been incurred as evidenced under a Chinese Loan Agreement dated 29 June 2000. A statutory demand was presented against the Company on 1 August 2001 but the loan was not repaid, apparently whether in whole or in part.

3. The petition was presented on 5 September 2001. At the previous hearings of the petition, the Company did not appear nor did it oppose the order.

4. However, there were two shareholders by the names of Mr Yin Jian Hua and Wang Zhen who together hold slightly less than half of the shares in the Company. The affirmations of these two gentlemen opposing the petition indicated that they knew very little about the management of this Company and apart from an allegation in the affidavit saying that they believed that the value of certain properties held by the Company could be greater than the amount of the debt, they really had very little else to say.

5. The matter was adjourned from 7 January 2002 to enable these two gentlemen to consider the matter further. However today, counsel appearing for these two gentlemen has indicated that they now have no objection to the order and consequently, I would make the usual winding-up order.