<PAGE>


                                                                    EXHIBIT 4.15

                               Dated 22 April 2004

                NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED

                                       and

                            NAM TAI ELECTRONICS, INC.

                                       and

                             THE EXECUTIVE DIRECTORS

                               (AS DEFINED HEREIN)

                                       and

              THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

                                       and

                     THE INTERNATIONAL PLACING UNDERWRITERS

                               (AS DEFINED HEREIN)

                      INTERNATIONAL UNDERWRITING AGREEMENT

                 relating to an International Placing consisting
 initially of 180,000,000 Shares (subject to adjustment) of nominal value
                                HK$0.01 each in
                                in the capital of
                Nam Tai Electronic & Electrical Products Limited

LINKLATERS

10th Floor, Alexandra House
Chater Road
Hong Kong

Telephone (852) 2842 4888
Facsimile (852) 2810 8133/2810 1695

Ref :L-065038-05-001/ DWLT/CLLW/KKLC

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                     CONTENTS                              PAGE
<S>                                                        <C>
1   INTERPRETATION..................................         2

2   THE GLOBAL OFFERING.............................        11

3   THE INTERNATIONAL PLACING.......................        16

4   COSTS, EXPENSES, FEES AND COMMISSIONS...........        23

5   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS....        25

6   FURTHER UNDERTAKINGS............................        27

7   INDEMNITY.......................................        35

8   CONTRIBUTION....................................        38

9   TERMINATION IN EXCEPTIONAL CIRCUMSTANCES........        39

10  GENERAL PROVISIONS..............................        41

SCHEDULE 1 The International Placing Underwriters...        50

SCHEDULE 2 The Executive Directors..................        51

SCHEDULE 3 The Reorganisation Documents.............        52

SCHEDULE 4 The Conditions Precedent Documents.......        53

SCHEDULE 5 Form of Deed Poll........................        57

SCHEDULE 6 Professional Investor Treatment Notice...        59

SCHEDULE 7 The Warranties...........................        61

SIGNATURE PAGE......................................        82
</TABLE>



<PAGE>

THIS AGREEMENT is made on 22 April 2004

BETWEEN:-

(1)   NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED, a company incorporated
      under the laws of the Cayman Islands whose registered office is at Century
      Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand
      Cayman, British West Indies (the "COMPANY");

(2)   NAM TAI ELECTRONICS, INC., a company incorporated under the laws of
      British Virgin Islands whose registered office is at McW. Todman & Co.,
      McNamara Chambers, PO Box 3342, Road Town, Tortola, British Virgin Islands
      (the "SELLING SHAREHOLDER");

(3)   THE EXECUTIVE DIRECTORS (as hereinafter defined);

(4)   THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, a company
      incorporated under the laws of Hong Kong whose registered office is at 1
      Queen's Road Central, Hong Kong ("HSBC"); and

(5)   THE INTERNATIONAL PLACING UNDERWRITERS (as defined herein).

RECITALS:-

(A)   The Company was incorporated in the Cayman Islands with limited liability
      on 9 June 2003 under the Companies Law and has been registered as an
      oversea company in Hong Kong under Part XI of the Companies Ordinance on
      19 March 2004;

(B)   As at the date of this Agreement, the authorised share capital of the
      Company is HK$20,000,000 divided into 2,000,000,000 Shares, of which
      800,000,000 Shares have been allotted and issued and are fully paid or
      credited as fully paid;;

(C)   As at the date of this Agreement, the Selling Shareholder is the legal and
      beneficial owner of 800,000,000 Shares representing 100% of the existing
      issued share capital of the Company;

(D)   The Company, the Selling Shareholder, the Executive Directors, HSBC and
      the Public Offer Underwriters (as defined herein) entered into an
      underwriting agreement dated 15 April 2004 providing for the underwriting
      of the Public Offer by the Public Offer Underwriters subject to the terms
      and conditions set out therein. Pursuant to the Public Offer, the Public
      Offer Shares were offered to the public in Hong Kong;

(E)   The Selling Shareholder has agreed to offer for sale the International
      Placing Shares by way of placing to selected placees under the
      International Placing at the Offer Price, and the International Placing
      Underwriters have severally agreed to purchase or procure the purchase of
      the International Placing Shares on and subject to the terms and
      conditions hereinafter mentioned;

(F)   The Selling Shareholder has agreed to grant to HSBC, exercisable at the
      sole and absolute discretion of HSBC, the Over-allotment Option (as
      defined herein) to require the Selling Shareholder to sell up to an
      aggregate of 30,000,000 additional Shares, subject to and on the terms of
      this Agreement;

(G)   Immediately upon completion of the Global Offering (as defined herein) and
      assuming the Over-allotment Option (as defined herein) will not be
      exercised, the Selling Shareholder will own 600,000,000 Shares
      representing 75% of the existing issued share capital of the Company or,
      if the Over-allotment Option (as defined herein) expected to be granted is

                                        1
<PAGE>

      fully exercised, the Selling Shareholder will own 570,000,000 Shares
      representing 71.25% of the existing issued share capital of the Company;

(H)   The International Placing is to be made (i) outside the United States to
      non-US persons within the meaning of and pursuant to Regulation S and (ii)
      in the United States to qualified institutional buyers within the meaning
      of and pursuant to Rule 144A or otherwise pursuant to an applicable
      exemption;

(I)   The Company, the Selling Shareholder and HSBC (on behalf of the Public
      Offer Underwriters) have entered into the Price Determination Agreement on
      the date hereof to record their agreement regarding the Offer Price;

(J)   The International Placing Underwriters have severally agreed to procure
      the purchase of, or failing which to purchase, the International Placing
      Shares, on the terms and subject to the conditions set out herein;

(K)   The Executive Directors are the executive directors of the Company;

(L)   The Company has appointed Computershare Hong Kong Investor Service Limited
      to act as its Hong Kong branch share registrar and transfer office;

(M)   The Selling Shareholder has appointed HSBC to act as the sponsor in
      respect of the listing of the Share on the Stock Exchange;

(N)   The Selling Shareholder has appointed HSBC to act as the global
      coordinator, the sponsor, lead manager and bookrunner of the Global
      Offering;

(O)   HSBC, on behalf of the Company, has submitted an application to the Stock
      Exchange for listing of and permission to deal in the Shares in issue and
      the Shares to be issued as described in the Final Offering Circular; and

(P)   The Warrantors have agreed to give the representations, warranties and
      undertakings contained in this Agreement.

IT IS HEREBY AGREED as follows:-

1     INTERPRETATION

1.1   DEFINITIONS

      In this Agreement (including the Recitals and the Schedules), the
      following expressions shall, unless defined otherwise or the context
      otherwise requires, have the following meanings:-

      "ACCOUNTS DATE"              31 December 2003;

      "AFFILIATE"                  in relation to a particular company, any
                                   company or other entity which is its holding
                                   company or subsidiary, or any subsidiary of
                                   its holding company or which directly or
                                   indirectly through one or more
                                   intermediaries, controls or is controlled by,
                                   or is under common control with, the company
                                   specified. For the purposes of this
                                   definition, the term "control" (including the
                                   terms "controlling", "controlled by" and
                                   "under common control with") means the
                                   possession, direct or indirect, of the power
                                   to direct or cause the direction of the
                                   management and policies of a person,

                                        2
<PAGE>

                                   whether through the ownership of voting
                                   securities, by contract, or otherwise;

      "AGREEMENT BETWEEN           the agreement expected to be entered into on
      INTERNATIONAL PLACING        the date hereof between HSBC and the other
      UNDERWRITERS"                International Placing Underwriters governing
                                   certain rights and obligations as between the
                                   International Placing Underwriters in
                                   relation to the International Placing;

      "AGREEMENT BETWEEN           the agreement expected to be entered into on
      SYNDICATES"                  the date hereof between the Public Offer
                                   Underwriters, the International Placing
                                   Underwriters and HSBC governing certain
                                   rights and obligations as between the parties
                                   thereto in connection with the Global
                                   Offering;

      "APPLICATION FORMS"          the application forms on which Public Offer
                                   Applications may be made (as amended or
                                   supplemented pursuant to Clause 6.1.1(x) or
                                   Clause 6.1.1(x) of the Public Offer
                                   Underwriting Agreement (as the case may be));

      "APPROVALS"                  includes all approvals, sanctions, orders,
                                   franchises, clearances, declarations,
                                   qualifications, licences, permits,
                                   certificates, consents, permissions,
                                   authorisations, filings and registrations and
                                   "APPROVAL" shall be construed accordingly;

      "ARTICLES OF ASSOCIATION"    the articles of association of the Company
                                   conditionally adopted on 8 April 2004;

      "BOARD"                      the board of directors of the Company;

      "BROKERAGE"                  brokerage per Share of 1% of the Offer Price;

      "BROKERAGE, FEE AND          the Brokerage, the Trading Fee, the
      LEVIES"                      Transaction Levy and the  Investor
                                   Compensation Levy;

      "BUSINESS DAY"               a day that is not a Saturday, Sunday or
                                   public holiday in Hong Kong;

      "CCASS"                      the Central Clearing and Settlement System
                                   established and operated by Hong Kong
                                   Securities Clearing Company Limited;

      "CLOSING"                    with respect to the initial International
                                   Placing Shares prior to any adjustments under
                                   Clause 2.3, the time when payment and
                                   delivery is to made under Clause 3.5.8 after
                                   all the Conditions have been fulfilled or
                                   waived in accordance with this Agreement,
                                   which is expected to be 8:00 a.m. on the
                                   Force Majeure Expiry Date or otherwise as
                                   agreed between the Company, the Selling
                                   Shareholder and HSBC (on behalf of the
                                   International Placing Underwriters), and with
                                   respect to the Over-allotment Shares, the
                                   date and time determined by HSBC (on behalf
                                   of the International Placing Underwriters)
                                   for the payment and delivery thereof as

                                        3
<PAGE>

                                   referred to in Clause 2.3.(iv);

      "CLOSING DATES"              the Placing Closing Date and the Option
                                   Closing Dates and "CLOSING DATE" shall mean
                                   any or a specific one of such dates;

      "CLOSING TIME OF             8:00 a.m.  on the Force Majeure Expiry Date;
      DELIVERY"

      "COMPANIES LAW"              the Companies Law, Cap. 22 (Law 3 of 1961, as
                                   consolidated and revised) of the Cayman
                                   Islands;

      "COMPANIES ORDINANCE"        the Companies Ordinance (Chapter 32 of the
                                   Laws of Hong Kong) (as amended);

      "COMPLETION"                 the latest of (i) the last Closing Date for
                                   delivery of the Offer Shares; and (ii) the
                                   expiry, release or settlement in full of the
                                   Over-allotment Option; and (iii) the
                                   completion of the distribution of the Offer
                                   Shares as determined by HSBC;

      "CONDITIONS"                 the conditions set out in Clause 2.1.1;

      "CONDITIONS PRECEDENT        the documents listed in Schedule 4;
      DOCUMENTS"

      "CONTINUING BUSINESSES"      the businesses carried out by the Group in
                                   the three years ended 31 December 2003,
                                   except for the Discontinued Businesses;

      "DEED OF INDEMNITY"          the deed of indemnity dated 15 April 2004
                                   provided in connection with the Global
                                   Offering entered into between the Selling
                                   Shareholder and the Company;

      "DEED POLL"                  the deed poll the form of which is set out in
                                   Schedule 5;

      "DIRECTORS"                  the directors of the Company whose names are
                                   set out in the section headed "Directors,
                                   Senior Management and Staff" in the Final
                                   Offering Circular;

      "DISCONTINUED BUSINESSES"    the Group's discontinued businesses related
                                   to the trading and manufacturing of essential
                                   components and subassemblies for mobile
                                   phones in the three years ended 31 December
                                   2003;

      "ENCUMBRANCE"                any pledge, charge, lien, mortgage, security
                                   interest, claim, pre-emption rights, equity
                                   interest, third party rights or interests or
                                   rights similar to the foregoing;

      "EXERCISE NOTICE"            written notice upon which the Over-allotment
                                   Option may be exercised pursuant to Clause
                                   2.3.2(iv);

      "EXECUTIVE DIRECTORS"        the executive directors of the Company whose
                                   names and addresses are listed in Schedule 2;

      "FINAL OFFERING CIRCULAR"    the final offering circular dated the date of
                                   this Agreement to be issued by the Company in
                                   connection with the International Placing in
                                   the agreed form (as amended or

                                        4
<PAGE>

                                   supplemented pursuant to Clause 6.1.1(x));

      "FORCE MAJEURE EXPIRY        the Listing Date;
      DATE"

      "FORMAL NOTICE"              the formal notice dated 16 April 2004
                                   published by the Company in connection with
                                   the Public Offer (as amended or supplemented
                                   pursuant to Clause 6.1.1(x) or clause
                                   6.1.1(x) of the Public Offer Underwriting
                                   Agreement);

      "GLOBAL OFFERING"            the Public Offer and the International
                                   Placing;

      "GOVERNMENTAL AUTHORITY"     any public, regulatory, taxing,
                                   administrative or governmental, agency or
                                   authority (including, without limitation, the
                                   Stock Exchange, the SFC), other authority and
                                   any court at the national, provincial,
                                   municipal or local level;

      "GROUP"                      the Company, NTSZ and NTIC or, where the
                                   context so requires, in respect of the period
                                   before the Reorganisation is completed, the
                                   Continuing Businesses operated by NTSZ and
                                   the businesses operated by NTIC and the sales
                                   co-ordination and marketing activities
                                   operated by NTEEPHK;

      "HK DOLLAR" AND "HK$"        Hong Kong dollar, the lawful currency of Hong
                                   Kong;

      "HOLDING COMPANY"            has the meaning ascribed thereto in section 2
                                   of the Companies Ordinance; "HONG KONG" the
                                   Hong Kong Special Administrative Region of
                                   the PRC;

      "INDEMNIFIED PARTY"          has the meaning ascribed thereto in Clause
                                   7.1;

      "INDEMNIFYING PARTY"         has the meaning ascribed thereto in Clause
                                   7.1;

      "INTERNATIONAL PLACING"      the conditional placing of the International
                                   Placing Shares on and subject to the terms of
                                   the Placing Documents and this Agreement;

      "INTERNATIONAL PLACING       the 180,000,000 Shares initially to be
      SHARES"                      offered for sale by the Selling Shareholder
                                   and placed under the International Placing,
                                   subject to adjustment pursuant to Clauses
                                   2.3, 2.4 and 2.5;

      "INTERNATIONAL PLACING       the underwriters whose names and addresses
      UNDERWRITERS"                are listed in columns (I) and (II) in
                                   Schedule 1, being the several underwriters of
                                   the International Placing;

      "INTERNATIONAL PLACING       in relation to each International Placing
      UNDERWRITING COMMITMENT"     Underwriter, the maximum number of
                                   International Placing Shares set out opposite
                                   its name in column (IV) in Schedule 1 and, in
                                   the event that the Over-allotment Option is
                                   exercised, in column (V) in Schedule 1, which
                                   such International Placing Underwriter has
                                   agreed to purchase or to procure purchasers
                                   for, pursuant to the terms of this Agreement,
                                   subject to adjustment as set out in Clause
                                   2.5;

      "INVESTOR COMPENSATION       SFC investor compensation levy per Share of
                                   0.002% of the

                                        5
<PAGE>

      LEVY"                        Offer Price;

      "LAWS"                       include all laws, rules, statutes,
                                   ordinances, regulations, guidelines,
                                   opinions, notices, circulars, orders,
                                   judgements, decrees or rulings of any
                                   Governmental Authority and "LAW" includes any
                                   one of them;

      "LISTING COMMITTEE"          the listing committee of the Stock Exchange;

      "LISTING DATE"               the day on which dealings in the Shares
                                   commence on the Stock Exchange;

      "LISTING RULES"              the Rules Governing the Listing of Securities
                                   on The Stock Exchange of Hong Kong Limited;

      "MACAO"                      the Macao Special Administrative Region of
                                   the PRC;

      "NTEEPHK"                    Nam Tai Electronic & Electrical Products
                                   Limited, a company incorporated under the
                                   laws of Hong Kong (which has recently changed
                                   its name to Nam Tai Trading Company Limited
                                   [name in chinese]);

      "NTIC"                       Nam Tai Investments Consultant (Macao
                                   Commercial Offshore) Company Limited, a
                                   company incorporated in Macao and wholly
                                   owned by the Company;

      "NTSZ"                       [name in chinese](Namtai Electronic
                                   (Shenzhen) Company Limited), a wholly foreign
                                   owned enterprise established under the laws
                                   of the PRC and wholly owned by the Company;

      "OFFER DOCUMENTS"            the Public Offer Documents and the Placing
                                   Documents;

      "OFFER PRICE"                $[-], being the final Hong Kong dollar price
                                   per Offer Share (exclusive of the Brokerage,
                                   Fee and Levies) at which the International
                                   Placing Shares are to be offered for sale
                                   under the Global Offering in accordance with
                                   the provisions of Clause 3;

      "OFFER SHARES"               the Public Offer Shares and the International
                                   Placing Shares;

      "OPERATIVE DOCUMENTS"        the Reorganisation Documents, the Deed of
                                   Indemnity, the Price Determination Agreement,
                                   the Receiving Banker Agreement, the
                                   Registrars Agreement and the Sub-Registrars
                                   Agreement;

      "OPTION CLOSING"             the payment for and delivery of
                                   Over-allotment Shares are to be made pursuant
                                   to any exercise of the Over-allotment Option,
                                   to be determined by HSBC (on behalf of the
                                   International Placing Underwriters) pursuant
                                   to Clause 2.3.2(iv);

      "OPTION CLOSING DATE"        the date of Option Closing;

      "OPTION TIME OF DELIVERY"    has the meaning ascribed thereto in Clause
                                   2.3.2(iv);

                                        6
<PAGE>

      "OVER-ALLOTMENT OPTION"      the option granted by the Selling Shareholder
                                   to HSBC, exercisable by HSBC, to require the
                                   Selling Shareholder to sell up to an
                                   aggregate of 30,000,000 additional Shares
                                   pursuant to Clause 2.3 of this Agreement;

      "OVER-ALLOTMENT SHARES"      the additional Shares which the Selling
                                   Shareholder may be required to sell at the
                                   Offer Price pursuant to the Over-allotment
                                   Option;

      "PENSION SCHEMES"            the provident fund, retirement and welfare
                                   fund schemes of members of the Group as
                                   described in the section headed "Directors,
                                   Senior Management and Staff" of the
                                   Prospectus;

      "PLACING CLOSING"            the payment for and delivery of the initial
                                   International Placing Shares (other than the
                                   Over-allotment Shares) are to be made
                                   pursuant to Clause 3.5.8;

      "PLACING CLOSING DATE"       the date of Placing Closing;

      "PLACING DOCUMENTS"          the Preliminary Offering Circular and the
                                   Final Offering Circular;

      "PLACING MONEYS"             moneys received from placees in respect of
                                   the International Placing;

                                   "PORTAL" The Portal(SM) Market of The Nasdaq
                                   Stock Market;

      "PRC"                        the People's Republic of China (which shall
                                   for the purposes of this Agreement, unless
                                   otherwise indicated, exclude Hong Kong, Macao
                                   and Taiwan);

      "PRE-IPO SHARE OPTION        the share option scheme adopted by the sole
      SCHEME"                      shareholder of the Company by way of written
                                   resolution dated 22 March 2004, the principal
                                   terms of which are summarised in the
                                   paragraph headed "Pre-IPO Share Option
                                   Scheme" in Appendix V of the Prospectus;

      "PRELIMINARY OFFERING        the preliminary offering circular dated 12
      CIRCULAR"                    April 2004 issued by the Company and
                                   circulated to the International Placing
                                   Underwriters and selected prospective placees
                                   in connection with the International Placing
                                   (as amended or supplemented pursuant to
                                   Clause 6.1.1(x));

      "PRICE DETERMINATION         the agreement entered into on the date hereof
      AGREEMENT"                   between the Company, the Selling Shareholder
                                   and HSBC (on behalf of the Public Offer
                                   Underwriters) to record their agreement of
                                   the Offer Price;

      "PROFESSIONAL INVESTOR       the notice from HSBC in the form set out in
      TREATMENT NOTICE"            Schedule 6;

      "PROPERTY VALUERS"           LCH (Asia-Pacific) Surveyors Limited;

      "PROSPECTUS"                 the prospectus dated 16 April 2004 issued by
                                   the Company in connection with the Public
                                   Offer (as amended or supplemented pursuant to
                                   Clause 6.1.1(x) or clause 6.1.1(x)

                                        7
<PAGE>

                                   of the Public Offer Underwriting Agreement
                                   (as the case may be));

      "PROSPECTUS DATE"            16 April 2004, being the date of issue of the
                                   Prospectus;

      "PUBLIC OFFER"               the offer of the Public Offer Shares for sale
                                   on and subject to the terms and conditions
                                   set out in the Public Offer Documents;

      "PUBLIC OFFER APPLICATIONS"  valid applications for Public Offer Shares
                                   made on Application Forms (including, without
                                   limitation and for the avoidance of doubt,
                                   applications made on white Application Forms
                                   by HKSCC Nominees Limited on behalf of
                                   applicants who have given electronic
                                   application instructions) and accompanied by
                                   cheques or cashier's orders for the full
                                   amount payable on application which are
                                   honoured on first (or, at HSBC's option,
                                   subsequent) presentation and otherwise in
                                   compliance with the terms of the Public Offer
                                   Documents;

      "PUBLIC OFFER DOCUMENTS"     the Prospectus and the Application Forms;

      "PUBLIC OFFER SHARES"        the 20,000,000 Shares initially being offered
                                   for sale by the Selling Shareholder pursuant
                                   to the Public Offer, as adjusted in
                                   accordance with clauses 2.3 and 2.4 of the
                                   Public Offer Underwriting Agreement;

      "PUBLIC OFFER OVER-          a situation where the aggregate number of
      SUBSCRIPTION"                Public Offer Shares being applied for under
                                   Public Offer Applications is greater in
                                   number than the aggregate number of the
                                   initial Public Offer Shares;

      "PUBLIC OFFER UNDERWRITERS"  the underwriters identified in the Public
                                   Offer Underwriting Agreement as being the
                                   several underwriters of the Public Offer;

      "PUBLIC OFFER                the underwriting agreement dated 15 April
      UNDERWRITING AGREEMENT"      2004 between the Company, the Selling
                                   Shareholder, the Executive Directors, HSBC
                                   and the Public Offer Underwriters relating
                                   the Public Offer;

      "PUBLIC OFFER UNDER-         has the meaning attributed thereto in clause
      SUBSCRIPTION"                3.4.2 of the Public Offer Underwriting
                                   Agreement;

      "QUALIFIED INSTITUTIONAL     has the meaning attributed thereto in Rule
      BUYERS" OR "QIBS"            144A;

      "RECEIVING BANKER"           HSBC, in its capacity as the bank appointed
                                   to hold the application monies received in
                                   connection with the Public Offer pursuant to
                                   the Receiving Banker Agreement;

      "RECEIVING BANKER            the agreement dated 15 April 2004 and entered
       AGREEMENT"                  into by the Selling Shareholder, HSBC
                                   Nominees (Hong Kong) Limited and HSBC;

      "REFERENCE INTERNATIONAL     the amount obtained by A x (PV + OPV) where
                                   A = the Offer

                                        8
<PAGE>

      PLACING AMOUNT"              Price, PV = the initial number of
                                   International Placing Shares and OPV = the
                                   number of Over-allotment Shares to be sold by
                                   the Selling Shareholder pursuant to the
                                   exercise of the Selling Shareholder's
                                   Over-allotment Option and allocated to the
                                   International Placing in accordance with
                                   Clause 2.3.2(i);

      "REGISTRARS"                 Bank of Butterfield International (Cayman)
                                   Ltd., being the principal share registrar of
                                   the Company;

      "REGISTRARS AGREEMENT"       the registrars and transfer agent agreement
                                   dated 16 April 2004 between the Company and
                                   the Registrars;

      "REGULATION D"               Regulation D promulgated under the US
                                   Securities Act;

      "REGULATION S"               Regulation S promulgated under the US
                                   Securities Act;

      "REORGANISATION"             the corporate reorganisation of the Group in
                                   preparation for the listing of the Shares on
                                   the Stock Exchange as defined and described
                                   in the Final Offering Circular;

      "REORGANISATION DOCUMENTS"   the documents referred to in Schedule 3;

      "REPORTING ACCOUNTANTS"      Deloitte Touche Tohmatsu;

      "RULE 144A"                  Rule 144A promulgated under the US Securities
                                   Act;

      "SELLING AGENT"              any sub-agent (including, without limitation,
                                   any US Selling Agent) on behalf of the
                                   Company appointed pursuant to the provisions
                                   of Clause 3.4.3;

      "SFC"                        the Securities and Futures Commission of Hong
                                   Kong;

      "SHARE OPTION SCHEME"        the share option scheme conditionally adopted
                                   by the sole shareholder of the Company at an
                                   extraordinary general meeting held on 8 April
                                   2004, the principal terms of which are
                                   summarised in the paragraph headed "Share
                                   Option Scheme" in Appendix V of the
                                   Prospectus;

      "SHARE(S)"                   ordinary shares of nominal value HK$0.01 each
                                   in the share capital of the Company;

      "STOCK BORROWING             the stock borrowing and lending agreement of
      AGREEMENT"                   even date in connection with Shares between
                                   the Selling Shareholder and HSBC;

      "STOCK EXCHANGE"             The Stock Exchange of Hong Kong Limited;

      "SUB-REGISTRARS"             Computershare Hong Kong Investor Services
                                   Limited, being the Hong Kong branch share
                                   registrar of the Company;

      "SUB-REGISTRARS              the branch registrar agreement dated 16 April
      AGREEMENT"                   2004 between the Company and the
                                   Sub-Registrars;

      "SUBSIDIARIES"               the subsidiaries of the Company named in the
                                   accountants' report, the text of which is set
                                   out in Appendix I to the Final Offering
                                   Circular, and "SUBSIDIARY" means any or a
                                   specific

                                        9
<PAGE>

                                   one of them;

      "SUBSIDIARIES"               has the meaning ascribed thereto in the
                                   Companies Ordinance;

      "TIME OF DELIVERY"           the Closing Time of Delivery or an Option
                                   Time of Delivery (as the case may be);

      "TRADING FEE"                Stock Exchange trading fee per Share of
                                   0.005% of the Offer Price;

      "TRANSACTION"                any transaction, act, event, omission or
                                   circumstance existing of whatever nature;

      "TRANSACTION LEVY"           SFC transaction levy per Share of 0.005% of
                                   the Offer Price;

      "UNDERWRITERS"               the Public Offer Underwriters and the
                                   International Placing Underwriters;

      "UNDERWRITING DOCUMENTS"     this Agreement, the Price Determination
                                   Agreement and the Public Offer Underwriting
                                   Agreement;

      "US" AND "UNITED STATES"     the United States of America, its
                                   territories, its possessions, any State of
                                   the United States and the District of
                                   Columbia;

      "US EXCHANGE ACT"            the United States Securities Exchange Act of
                                   1934 (as amended or supplemented);

      "US INVESTMENT COMPANY ACT"  the United States Investment Company Act of
                                   1940 (as amended or supplemented);

      "US PERSON"                  has the meaning assigned thereto under
                                   Regulation S;

      "US SECURITIES ACT"          the United States Securities Act of 1933 (as
                                   amended or supplemented);

      "US SELLING AGENT(S)"        broker dealer(s) registered under Section 15
                                   of the US Exchange Act who are identified as
                                   Selling Agent(s) in the US in relation to the
                                   International Placing;

      "VERIFICATION NOTES"         the verification notes dated 15 April 2004
                                   prepared by Linklaters in connection with the
                                   verification of the Prospectus;

      "WARRANTIES"                 the representations, warranties, agreements
                                   and undertakings to be given by the
                                   Warrantors in Schedule 7;

      "WARRANTORS"                 the Company and the Selling Shareholder.

1.2   OTHER INTERPRETATION

      In this Agreement, unless otherwise specified:-

      1.2.1 references to "RECITALS", "SECTIONS", "CLAUSES", "PARAGRAPHS" and
            "SCHEDULES" are to recitals, sections, clauses, paragraphs of and
            schedules to this Agreement;

                                       10
<PAGE>

     1.2.2  a reference to any statute or statutory provision shall be construed
            as a reference to the same as it may have been, or may from time to
            time be, amended, modified or re-enacted;

     1.2.3  references to a "COMPANY" shall be construed so as to include any
            company, corporation or other body corporate, whenever and however
            incorporated or established;

     1.2.4  references to a "PERSON" shall be construed so as to include any
            individual, firm, company, government, state or agency of a state or
            any joint venture, association or partnership (whether or not having
            separate legal personality);

     1.2.5  references to writing shall include any modes of reproducing words
            in a legible and non-transitory form;

     1.2.6  references to times of the day are, unless otherwise specified, to
            Hong Kong time;

     1.2.7  headings to Clauses, sections and Schedules are for convenience only
            and do not affect the interpretation of this Agreement;

     1.2.8  the Schedules form part of this Agreement and shall have the same
            force and effect as if expressly set out in the body of this
            Agreement, and any reference to this Agreement shall include the
            Schedules;

     1.2.9  references to documents being "IN AGREED FORM" are to the form of
            the draft or final or executed version thereof signed for
            identification by or on behalf of the Company and HSBC with such
            alterations as may be agreed between the Company and HSBC, but such
            documents in agreed form do not form part of this Agreement;

     1.2.10 references to "best knowledge, information, belief and/or
            awareness" of any person or similar terms shall be treated as
            including but not limited to any knowledge, information, belief and
            awareness which the person would have had if such person had made
            due and careful enquiries; and

     1.2.11 words in the singular shall include the plural (and vice versa) and
            words importing one gender shall include the other two genders.

2     THE GLOBAL OFFERING

2.1   CONDITIONS PRECEDENT

      2.1.1 OBLIGATIONS CONDITIONAL

            The obligations of the International Placing Underwriters under this
            Agreement are conditional upon:-

            (i)   HSBC, on behalf of the International Placing Underwriters,
                  receiving from the Company and the Selling Shareholder (as the
                  case may be):

                  (a)   the Conditions Precedent Documents listed in Part A of
                        Schedule 4 (other than those Conditions Precedent
                        Documents already received by HSBC (on behalf of the
                        Public Offer Underwriters) pursuant to Clause 2.1.1 of
                        the Public Offer Underwriting Agreement) in form and
                        substance satisfactory to HSBC not later than 5:00 p.m.
                        on the date hereof; and

                                       11
<PAGE>

                  (b)   the Conditions Precedent Documents listed in Part B of
                        Schedule 4 in form and substance satisfactory to HSBC
                        not later than 5:00 p.m. on the Business Day before each
                        Closing;

            (ii)  the Listing Committee granting listing of and permission to
                  deal in the Shares in issue and to be issued pursuant to the
                  Pre-IPO Share Option Scheme and the Share Option Scheme
                  (subject only to despatch of the share certificates in respect
                  thereof and such other normal conditions acceptable to the
                  Company and HSBC, on behalf of the Underwriters) not later
                  than 16 May 2004 and such listing and permission not
                  subsequently having been revoked prior to the commencement of
                  dealings in the Shares on the Stock Exchange;

            (iii) the Price Determination Agreement being executed and delivered
                  by the parties thereto prior to or simultaneously with the
                  execution of this Agreement;

            (iv)  the Public Offer Underwriting Agreement, to the extent that it
                  is subject to any specific conditions, becoming unconditional
                  in accordance with its terms (other than any condition for the
                  other Underwriting Documents to become unconditional) and not
                  having been terminated in accordance with its terms or
                  otherwise;

            (v)   the Warranties being true and accurate on and as of the date
                  of this Agreement and the dates on which they are deemed to be
                  repeated under this Agreement (as though and they had been
                  given and made on such date by reference to the facts and
                  circumstances then subsisting); and

            (vi)  each of the Company, the Selling Shareholder and the Executive
                  Directors having complied with this Agreement and satisfied
                  all the obligations and conditions on its part under this
                  Agreement to be performed or satisfied on or prior to the
                  respective times and dates by which such obligations must be
                  performed or conditions met.

      2.1.2 UNDERTAKING BY THE COMPANY, THE SELLING SHAREHOLDER AND THE
            EXECUTIVE DIRECTORS

            Each of the Company, the Selling Shareholder and the Executive
            Directors undertakes to use its best endeavours to procure that the
            Conditions are fulfilled by the times and dates stated therein, and
            in particular shall furnish such information, supply such documents,
            pay such fees, give such undertakings and do all such acts and
            things as may be required by HSBC (on behalf of the International
            Placing Underwriters), the Stock Exchange, the SFC and any relevant
            Governmental Authority in connection with the application for the
            listing of and permission to deal in the Shares on the Stock
            Exchange or the fulfilment of the Conditions.

      2.1.3 HSBC'S WAIVER

            HSBC may, for itself and on behalf of the other International
            Placing Underwriters, in its sole and absolute discretion, by giving
            notice to the Company and the other International Placing
            Underwriters on or before the respective latest times on which the
            relevant Condition may be fulfilled:-

                                       12
<PAGE>

            (i)   extend the deadline for the fulfilment of any or all
                  Conditions by such number of days and/or hours and/or in such
                  manner as HSBC may determine on behalf of the International
                  Placing Underwriters but in any event no later than 16 May
                  2004; or

            (ii)  waive (conditionally or unconditionally) the Conditions under
                  Clauses 2.1.1(i), (v) or (vi) on behalf of the International
                  Placing Underwriters.

      2.1.4 TERMINATION

            If any of the Conditions is not fulfilled, or waived in accordance
            with Clause 2.1.3, this Agreement (in the case of any non-fulfilment
            or non-waiver on or prior to the International Placing Closing Date)
            or the relevant unperformed obligations in connection with any
            undelivered Over-allotment Shares (in the case of any non-fulfilment
            or non-waiver after the International Placing Closing Date and on or
            prior to the relevant Option Closing Date) shall cease and terminate
            with immediate effect except that the provisions of Clause 9.2 shall
            apply.

2.2   STABILIZATION

      2.2.1 HSBC is hereby appointed as stabilizing manager in connection with
            the Global Offering and may (but shall not be obliged) and not as
            agent for the Company or the Selling Shareholder, to the extent
            permitted by applicable Law of Hong Kong or elsewhere, over allocate
            or effect any other transactions (in the market or otherwise and
            whether in Hong Kong or elsewhere) with a view to supporting the
            market price of the Shares at a level higher than that which might
            otherwise prevail in the open market for a limited period after the
            commencement of trading in the Shares ("STABILIZING ACTION").

      2.2.2 HSBC may, in its sole and absolute discretion, appoint any of its
            Affiliates or any other person(s) to be its agent(s) for the
            purposes of taking any stabilizing action, with such authorities and
            rights as HSBC has pursuant to Clause 2.2.1.

      2.2.3 Stabilizing action, if taken, may be discontinued at any time.

      2.2.4 Any liability, expenses and any loss resulting from such stabilizing
            action shall be borne, and any profit arising from such stabilizing
            action shall be beneficially retained, by HSBC.

      2.2.5 Each of the Warrantors and the International Placing Underwriters
            (other than HSBC) undertakes to the International Placing
            Underwriters (including HSBC) that it will not take or cause or
            authorise any other person to take, and the Warrantors shall cause
            their respective affiliates, agents and/or subsidiaries not to take,
            directly or indirectly, any stabilizing action or any action which
            is designed to or which constitutes or which might be expected to
            cause or result in the stabilization or manipulation, in violation
            of applicable Laws, of the price of any security of the Company,
            provided that the granting of the Over-allotment Option hereunder
            shall not constitute a breach of this Clause 2.2.5.

2.3   OVER-ALLOTMENT OPTION

      2.3.1 The Selling Shareholder hereby grants to HSBC an option, exercisable
            at the sole and absolute discretion by HSBC, to require the Selling
            Shareholder to sell up to an additional 30,000,000 Shares to such
            person(s) as HSBC shall direct at the

                                       13
<PAGE>

            Offer Price (plus the Brokerage, Fee and Levies) per Share, subject
            to the provisions of Clause 2.3.2.

      2.3.2 The exercise of the Over-allotment Option is subject to the
            following provisions:

            (i)   the Over-allotment Shares to be sold pursuant to an exercise
                  of the Over-allotment Option shall be deemed to be
                  International Placing Shares (subject to rounding by HSBC in
                  its sole and absolute discretion);

            (ii)  the Over-allotment Option shall be exercisable up to and
                  including at 5:00 p.m. on the date which is 30 days after the
                  last day for the lodging of applications under the Public
                  Offer;

            (iii) the Over-allotment Option may be exercised in whole or in
                  part, for any number of times and can be used solely to cover
                  over-allocations in the International Placing;

            (iv)  the Over-allotment Option may be exercised upon issuance of
                  the Exercise Notice by HSBC to the Selling Shareholder setting
                  out (i) the number of Shares under the Over-allotment Option
                  as to which HSBC is then exercising the option; (ii) the time
                  and date of payment for and delivery of such Over-allotment
                  Shares (each such time and date in connection with exercise of
                  the Over-allotment Option, an "OPTION TIME OF DELIVERY"); and
                  (iii) the manner in which the share certificates in respect of
                  such Over-allotment Shares shall be issued;

            (v)   each Option Time of Delivery shall be determined by HSBC and,
                  unless HSBC and the Selling Shareholder agree in writing, such
                  time and date:

                  (a)   shall not be earlier than two or later than five
                        Business Days after the date of receipt of the relevant
                        Exercise Notice;

                  (b)   shall not be earlier than the Closing Time of Delivery;
                        and

                  (c)   shall not be later than the date which is 30 days after
                        the last time for the lodging of applications under the
                        Public Offer;

            (vi)  any Over-allotment Shares sold pursuant to this Clause 2.3
                  shall for all purposes (including underwriting commissions and
                  expenses) be deemed to be delivered under and with the benefit
                  of all rights, representations, warranties and undertakings
                  applying under this Agreement to the International Placing
                  Shares, and HSBC shall, for all such purposes, be deemed to
                  have agreed to procure purchasers for, or failing which to
                  itself purchase, any such Over-allotment Shares and the
                  International Placing Underwriting Commitment of HSBC shall be
                  deemed to be increased by the number of such Over-allotment
                  Shares;

            (vii) to the extent the Over-allotment Option is not previously
                  exercised, they may be surrendered and terminated at any time
                  upon notice by HSBC to the Selling Shareholder.

2.4   CLAWBACK FROM INTERNATIONAL PLACING TO PUBLIC OFFER

      2.4.1 It is agreed and understood that pursuant to the Agreement Between
            Syndicates and the Public Offer Underwriting Agreement, the
            aggregate number of the initial Public Offer Shares shall be
            increased in the following manner: if the number of

                                       14
<PAGE>

            Shares validly applied for in Accepted [comment - not defined]
            Public Offer Applications represents (i) 15 times or more but less
            than 50 times (ii) 50 times or more but less than 100 times or (iii)
            100 times or more, of the number of Shares initially available for
            purchase under the Public Offer, then Shares will be reallocated to
            the Public Offer from the International Placing, so that the total
            number of Shares available under the Public Offer will be increased
            to such number as represents approximately 30% (in the case of (i))
            or 40% (in the case of (ii)) or 50% (in the case of (iii)),
            respectively, of the number of Offer Shares initially available
            under the Global Offering (before taking into account any exercise
            of the Over-allotment Option).

      2.4.2 In the event of a reallocation of Offer Shares from the
            International Placing to the Public Offer pursuant to Clauses 2.4.1,
            the relevant number of International Placing Shares shall be
            withdrawn from the International Placing and made available as
            additional Public Offer Shares offered for sale pursuant to the
            Public Offer, provided always that:

            (i)   for the avoidance of doubt, any such reallocation shall have
                  no effect on the obligations of the Selling Shareholder to pay
                  the combined underwriting and management commission and
                  selling concession due to the International Placing
                  Underwriters which shall be determined pursuant to Clause 4.1;
                  and

            (ii)  subject as aforesaid and to the terms and conditions set out
                  in the Public Offer Underwriting Agreement, any Shares which
                  are reallocated from the International Placing to the Public
                  Offer shall be allocated in such manner as HSBC may, in its
                  sole and absolute discretion, determine.

2.5   ALLOCATION OF PUBLIC OFFER UNDER-SUBSCRIPTION TO INTERNATIONAL PLACING

      2.5.1 If a Public Offer Under-Subscription shall occur, HSBC, at its sole
            and absolute discretion, may (but shall not be obliged to)
            reallocate all or any of the Public Offer Shares comprised in any
            such Public Offer Under-Subscription from the Public Offer to the
            International Placing and make such Offer Shares available for
            purchase as additional International Placing Shares.

      2.5.2 Subject as aforesaid and to the terms and conditions of the Placing
            Documents, any Shares which are reallocated from the Public Offer to
            the International Placing shall be allocated in such manner as HSBC
            shall, in its sole and absolute discretion, determine.

      2.5.3 Such reallocated Shares shall be allocated to such International
            Placing Underwriters and in such manner as HSBC shall in its sole
            and absolute discretion determine and in such amounts as HSBC and
            such International Placing Underwriters shall agree, and the
            International Placing Underwriting Commitment of each such
            International Placing Underwriter shall be increased by the number
            of reallocated Shares allocated to it and such International Placing
            Underwriter agrees to take up or procure placees for such
            reallocated Shares.

      2.5.4 The Selling Shareholder shall pay combined underwriting and
            management commission and selling concession to the International
            Placing Underwriters in respect of Shares reallocated from the
            Public Offer to the International Placing in accordance with Clause
            4.1.

                                       15
<PAGE>

2.6   APPOINTMENT OF SPONSOR, GLOBAL COORDINATOR, BOOKRUNNER, LEAD MANAGER AND
      INTERNATIONAL PLACING UNDERWRITERS

      2.6.1 Subject to the terms and conditions of this Agreement:

            (i)   the Company hereby appoints, to the exclusion of all others,
                  HSBC as its sponsor in respect of the listing of the Shares on
                  the Stock Exchange; and

            (ii)  the Selling Shareholder hereby appoints, to the exclusion of
                  all others, HSBC as the global coordinator, bookrunner and
                  lead manager to manage the Global Offering; and

            (iii) the Selling Shareholder hereby appoints, to the exclusion of
                  others, the International Placing Underwriters as underwriters
                  for the International Placing,

            and HSBC and other International Placing Underwriters relying on the
            representations, warranties, agreements, undertakings and
            indemnities herein contained and subject as hereinafter mentioned,
            accept their respective appointments hereunder.

      2.6.2 Each such appointment is made on the basis, and upon terms, that the
            appointee is irrevocably authorised to delegate all or any of its
            relevant rights, duties, powers and discretions in such manner and
            on such terms or subject to such conditions as it thinks fit (with
            or without formality and without prior notice of any such delegation
            being required to be given to the Company or the Selling
            Shareholder) to any one or more of its Affiliates.

      2.6.3 Each of the Company and the Selling Shareholder hereby confirms that
            the foregoing appointments confer on each appointee and its
            Affiliates all rights, powers, authorities and discretions on behalf
            of the Company and the Selling Shareholder which are necessary for,
            or incidental to, the performance of its roles contemplated by this
            Agreement and hereby agree to ratify and confirm everything which
            such appointee and its Affiliates have done or shall do in the
            exercise of such rights, powers, authorities and discretions.

3     THE INTERNATIONAL PLACING

3.1   OFFER AND UNDERWRITING OF INTERNATIONAL PLACING SHARES

      3.1.1 The Selling Shareholder agrees to offer and sell the International
            Placing Shares for purchase by such placees as the International
            Placing Underwriters shall direct or to the International Placing
            Underwriters (as the case may be) at the Offer Price (plus the
            Brokerage, Fee and Levies), payable in full in HK dollars, on and
            subject to the terms and conditions set out in the Final Offering
            Circular and this Agreement and, on and subject to the terms and
            conditions of this Agreement and in reliance upon the Warranties and
            the other representations, warranties, undertakings and indemnities
            given by the Warrantors or any of them under this Agreement, each of
            the International Placing Underwriters agrees severally (but not
            jointly or jointly and severally) to procure the purchase of, or
            failing which the International Placing Underwriter will itself
            purchase, from the Selling Shareholder the maximum number of
            International Placing Shares set forth opposite the name of such
            International Placing Underwriter in column (IV) in Schedule 1 and,
            in the event that the Over-allotment Option is duly exercised, that
            portion of the number

                                       16
<PAGE>

            of Over-allotment Shares in respect of which the Over-allotment
            Option shall then have been exercised, up to but not exceeding the
            number of Over-allotment Shares in column (V) in Schedule 1.

      3.1.2 The International Placing Shares are to be offered on terms, inter
            alia, that:

            (i)   the International Placing Shares have not been and will not be
                  registered under the US Securities Act and may not be offered
                  or sold within the US except in reliance on Rule 144A or
                  otherwise pursuant to an applicable exemption and outside the
                  US to non-US Persons in reliance on Regulation S;

            (ii)  all offers and sales of the International Placing Shares in
                  the US shall be made by US Selling Agents and otherwise in
                  compliance with the US Securities Act, the US Exchange Act and
                  applicable Laws.

      3.1.3 The obligations of the International Placing Underwriters determined
            pursuant to this Clause 3.1 may be rounded, as determined by HSBC in
            its sole and absolute discretion, to avoid fractions and odd lots.
            The determination of HSBC shall be final and conclusive.

3.2   HSBC'S OPTION

      If one or more International Placing Underwriters incur an obligation
      under Clause 3.1.1 to take up International Placing Shares, HSBC shall
      have the right (but shall not be obliged) to purchase or procure placees
      (which may include any other International Placing Underwriter(s)) to
      purchase (subject to and in accordance with this Agreement) all or any of
      the International Placing Shares for which any International Placing
      Underwriter is required to purchase or procure purchasers pursuant to
      Clause 3.1.1. Any purchase made or procured to be made by HSBC pursuant to
      this Clause 3.2 in respect of which payment is duly made, specifying the
      relevant International Placing Underwriter whose obligations HSBC is
      thereby satisfying, shall satisfy pro tanto the obligation of the relevant
      International Placing Underwriter under this Clause 3 and shall not affect
      any agreement or arrangement between the International Placing
      Underwriters regarding the payment of the combined underwriting and
      management commission and selling concession.

3.3   DEFAULT OF AN INTERNATIONAL PLACING UNDERWRITER

      Subject to the provisions of the Agreement Between International Placing
      Underwriters (which shall not be binding on or confer any rights upon any
      persons other than the parties thereto), none of HSBC or any of the
      International Placing Underwriters will be liable for any failure on the
      part of any of the other International Placing Underwriters to perform any
      of such other International Placing Underwriter's obligations under this
      Agreement. Notwithstanding the foregoing, each of HSBC and the
      International Placing Underwriters shall be entitled to enforce any or all
      of its rights under this Agreement either alone or jointly with any or all
      of the other International Placing Underwriters.

3.4   APPOINTMENT OF INTERNATIONAL PLACING UNDERWRITERS

      3.4.1 The Selling Shareholder hereby appoints the International Placing
            Underwriters together to be its sole agents in respect of the offer
            of the International Placing Shares and to arrange for the placing
            thereof, and the International Placing Underwriters, relying on the
            representations, warranties, undertakings and

                                       17
<PAGE>

            indemnities herein contained and subject as hereinafter mentioned,
            hereby accept the appointment.

      3.4.2 The Selling Shareholder hereby confirm that the respective
            appointments under Clause 3.4.1 confer on the International Placing
            Underwriters all rights, powers, authorities and discretions on
            behalf of the Selling Shareholder which are necessary for or
            incidental to, the making of the International Placing and hereby
            agrees to ratify and confirm everything which the International
            Placing Underwriters shall do or have done in the exercise of such
            rights, powers, authorities and discretions.

      3.4.3 Each International Placing Underwriter may, in its absolute
            discretion, appoint any of its Affiliates and/or, with the prior
            written approval of HSBC, any other person (including a US Selling
            Agent) to be sub-agent(s) on behalf of the Selling Shareholder for
            the purposes of arranging for the placing of the International
            Placing Shares, with such rights, powers, discretions and
            authorities as the International Placing Underwriter has pursuant to
            its appointment under this Clause 3.4.

      3.4.4 The Selling Shareholder hereby approves, confirms and ratifies the
            appointment by each International Placing Underwriter of any
            sub-agent(s) pursuant to Clause 3.4.3 and everything (including,
            without limitation, any oral contracts made on behalf of the Selling
            Shareholder in respect of the placing of the International Placing
            Shares with, and the sending of placing letters or telexes to, the
            said placees under the International Placing) done by such
            International Placing Underwriter and/or any such sub-agent(s) in
            exercising its rights, powers, authorities and discretions or in
            complying with their obligations under this Agreement.

3.5   CLOSING

      3.5.1 HSBC shall inform the Sub-Registrars not later than 5:00 p.m. on the
            day which is 2 Business Days immediately preceding the relevant
            Closing Date of the total number of International Placing Shares to
            be sold by the Selling Shareholder under the International Placing
            at the relevant Closing (after taking into account any adjustment
            made pursuant to Clauses 2.3, 2.4 and 2.5), the number of share
            certificates required to be issued by the Company in the name of
            HSBC Securities Asia Nominees Limited and/or such other name(s) as
            HSBC may request, the denomination of each such certificate and the
            manner in which such International Placing Shares are to be
            delivered.

      3.5.2 No later than 8:30 a.m. on the relevant Closing Date:

            (i)   the Selling Shareholder will deliver to the Registrars such
                  documents necessary to effect the transfer of the
                  International Placing Shares under the applicable Laws;

            (ii)  the Company shall (and the Selling Shareholder shall procure
                  that the Company shall):

                  (a)   procure that the Registrars shall effect [COMMENT - no
                        share certificates issued to NTE Inc.] the transfer of
                        the International Placing Shares (including any
                        Over-allotment Shares specified in the relevant Exercise
                        Notice) to HSBC Securities Asia Nominees

                                       18
<PAGE>

                        Limited (as nominee for the placees who are entitled to
                        the International Placing Shares under the International
                        Placing) and/or such other name(s) as HSBC may request;

                  (b)   procure that HSBC Securities Asia Nominees Limited (as
                        nominee for the placees who are entitled to the
                        International Placing Shares under the International
                        Placing) and/or such other name(s) as HSBC may request
                        shall be entered in the register of members of the
                        Company in respect of the International Placing Shares
                        accordingly (without payment of any registration fee);
                        and

                  (c)   procure that share certificates in respect of the
                        International Placing Shares (each in a form complying
                        with the Listing Rules) shall be issued (in such number
                        and denominations as directed by HSBC) in the name of
                        HSBC Securities Asia Nominees Limited and/or such other
                        name(s) as HSBC may request and delivered or released to
                        such person(s) as HSBC may request and/or Hong Kong
                        Securities Clearing Company Limited for immediate credit
                        to such CCASS stock accounts as shall be notified by
                        HSBC to the Company for such purposes.

            Subject to Clause 3.8.3, the Company and the Selling Shareholder
            shall procure that the transfer of the International Placing Shares
            to the placees thereof under the International Placing shall be
            effected in a manner so that no stamp duty is payable in connection
            with such transfer. The Selling Shareholder agrees to give all
            consents and do all acts and things and execute all and any
            documents which in the sole and absolute discretion of HSBC are
            deemed necessary or desirable to effect the sale of the
            International Placing Shares. The Selling Shareholder shall sell
            each International Placing Shares free from any Encumbrance and with
            the benefit of all rights attached thereto and thereafter accruing
            thereto including the right to receive all dividends or other
            distributions which may declared, paid or made thereon at or after
            the Placing Closing Date.

      3.5.3 The Company shall, pursuant to instructions given by HSBC (on behalf
            of the International Placing Underwriters), procure that the
            Sub-Registrar shall deposit the share certificates in respect of the
            International Placing Shares into HSBC's CCASS participant's account
            and/or other CCASS participants' accounts as HSBC may designate by
            10:00 a.m. [COMMENT: 10:00 am is the time as agreed between
            Computershare and HKSCC] on the relevant Closing Date [COMMENT: in
            respect of International Placing Shares before adjustment, "Time of
            Delivery" means 8:00 am on the Force Majeure Expiry Date].

      3.5.4 No delivery of International Placing Shares to be purchased
            hereunder shall be effective until and unless each of the Company
            and Hong Kong Securities Clearing Company Limited shall have
            furnished or caused to be furnished to HSBC, on behalf of the
            International Placing Underwriters, certificates and other evidence
            satisfactory to HSBC of such delivery of International Placing
            Shares.

                                       19
<PAGE>

      3.5.5 The Selling Shareholder shall receive the net proceeds from the
            Global Offering through the following bank account:

            "DESIGNATED BANK ACCOUNT" means the following bank account of Nam
            Tai Group Management Limited, a wholly owned subsidiary of the
            Selling Shareholder and incorporated in Hong Kong:

            Holder of the Bank Account: Nam Tai Group Management Limited

            Bank Name: The Hongkong and Shanghai Banking Corporation Limited

            Account Number: 500-815287-001.

      3.5.6 Subject to the Selling Shareholder having fulfilled its obligations
            under this Clause 3.5 and to the extent such moneys have been
            received by HSBC from the other International Placing Underwriters
            pursuant to the terms of the Agreement Between International Placing
            Underwriters (for the avoidance of doubt, HSBC shall not be
            responsible for the failure or delay by any International Placing
            Underwriter (except for itself in its capacities as an International
            Placing Underwriter) to make such payment), HSBC (on behalf of the
            International Placing Underwriters) shall pay or procured to be
            paid, prior to 9:30 a.m. on the relevant Closing Date, to the
            Selling Shareholder through Nam Tai Group Management Limited in Hong
            Kong dollars in immediately available funds by crediting the
            Designated Bank Account, the aggregate price for the International
            Placing Shares to be delivered on such Closing, being the amount
            obtained by multiplying the Offer Price by the total number of the
            International Placing Shares to be delivered upon such Closing as
            adjusted in accordance with Clauses 2.3, 2.4 and 2.5, subject to the
            deductions to be made pursuant to Clause 3.5.9 and such payment into
            the Designated Bank Account shall discharge the International
            Placing Underwriters of any further payment obligations with respect
            to the International Placing Shares. For the avoidance of doubt, the
            Brokerage, Fee and Levies paid by the placees of the International
            Placing shall not be payable to the Selling Shareholder and shall be
            paid pursuant to Clause 3.8.1.

      3.5.7 The following shall be deducted from the purchase price payable for
            the International Placing Shares to the Selling Shareholder referred
            to in Clause 3.5.8 and paid to HSBC (where a person other than HSBC
            is entitled to any amount so paid, as agent on behalf of such
            person) or to such person as HSBC may instruct:

            (i)   the combined management and underwriting commission and
                  selling concession payable under Clause 4.1;

            (ii)  the whole or such portion of the fees, costs and expenses
                  which remain payable by the Selling Shareholder under Clauses
                  3.8, 4.2, 4.3 and 4.4 as HSBC may calculate and direct being
                  an amount representing HSBC's estimate of all such fees, costs
                  and expenses, except to the extent that such fees, costs and
                  expenses have been deducted from the application moneys
                  pursuant to clause 3.6.1 of the Public Offer Underwriting
                  Agreement, provided that:

                  (a)   without prejudice to the Selling Shareholder's
                        obligation under Clauses 4.3 and 4.4, any actual payment
                        under Clauses 4.3 and 4.4 shall not be made without
                        prior consent of the Selling Shareholder;

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<PAGE>

                  (b)   if the amount deducted pursuant to this paragraph (ii)
                        is insufficient for purposes of covering such fees,
                        costs and expenses, the Selling Shareholder shall pay to
                        HSBC (where a person other than HSBC is entitled to any
                        amount so paid, as agent on behalf of such person)
                        and/or to such person as HSBC may instruct, an amount
                        equal to such shortfall forthwith upon receipt of demand
                        for the same from HSBC and, in any event, no later than
                        five Business Days from the date of such demand); and

                  (c)   HSBC shall within three months of the date of this
                        Agreement pay to the Selling Shareholder through Nam Tai
                        Group Management Limited by crediting the Designated
                        Bank Account an amount equal to the balance of the
                        amount of fees, costs and expenses deducted under this
                        paragraph (ii), if any, after payment by HSBC on behalf
                        of the Selling Shareholder of the aforementioned fees,
                        costs and expenses.

      3.5.8 The Selling Shareholder will maintain and cause to be maintained any
            and all proceeds received by it from HSBC as payment for the Offer
            Shares in the account at HSBC designated by them pursuant to Clause
            3.5.7 prior to commencement of dealings of the Shares (and if such
            proceeds relates to Over-allotment Shares, the Over-allotment
            Shares) on the Hong Kong Stock Exchange.

3.6   THE PLACING DOCUMENTS

      The Company has issued the Preliminary Offering Circular dated 12 April
      2004 and will issue the Final Offering Circular on and dated the date
      hereof. The Company will cause copies of the Placing Documents to be
      delivered without charge to such persons, in such number, by the time and
      in the manner as directed by HSBC.

3.7   FURTHER ASSURANCE

      Without prejudice to the foregoing obligations, each of the Company, the
      Selling Shareholder and the Executive Directors undertakes with the
      International Placing Underwriters that it will give all such assistance
      and provide all such information and do (or procure to be done) all such
      other acts and things as may be required by HSBC to implement the
      International Placing and this Agreement and that it will comply with all
      requirements so as to enable listing of and permission to deal in the
      Shares to be granted by the Listing Committee, such dealings to commence
      on or before 16 May 2004 and to enable such listing to be maintained
      thereafter, including in particular, effecting all necessary registrations
      and/or filings with the Stock Exchange, the SFC, the Registrar of
      Companies in Hong Kong, and the Executive Directors and the Company will
      take all steps to ensure that each of the Directors shall duly sign or
      cause to be duly signed on their behalf all documents required to be
      signed by them as Directors for the purpose of or in connection with any
      such registrations and/or filings or the obtaining of listing of and
      permission to deal in the Shares on the Stock Exchange.

3.8   PAYMENT OBLIGATIONS RELATING TO THE INTERNATIONAL PLACING

      3.8.1 PAYMENT OF BROKERAGE, FEE AND LEVIES ON BEHALF OF PLACEES

            The International Placing Underwriters shall be entitled to retain
            for their own account the Brokerage to be paid by the placees to the
            International Placing Underwriters in respect of the International
            Placing Shares. HSBC (on behalf of the

                                       21
<PAGE>

            International Placing Underwriters) will arrange for payment on
            behalf of placees under the International Placing of the Trading
            Fee, the Transaction Levy and the Investor Compensation Levy in
            respect of the sale of the International Placing Shares to the Stock
            Exchange, such amounts to be paid out of the Placing Moneys payable
            to the Selling Shareholder.

      3.8.2 PAYMENT OF TRADING FEE, TRANSACTION LEVY AND INVESTOR COMPENSATION
            LEVY ON BEHALF OF THE SELLING SHAREHOLDER

            HSBC, on behalf of the Selling Shareholder, will arrange for the
            payment of the Trading Fee, the Transaction Levy and the Investor
            Compensation Levy payable by the Selling Shareholder in respect of
            the sale of International Placing Shares to the Stock Exchange, such
            amounts to be paid out of the Placing Moneys payable to the Selling
            Shareholder.

      3.8.3 PAYMENT OF TRANSFER AND OTHER FEES

            (i)   The Selling Shareholder shall pay any tax, duty (including
                  stamp duty), fund, levy, fee or other charge or expense
                  (including any fine or penalty) which may be payable in Hong
                  Kong or elsewhere, together with any interest and penalties,
                  payable on the offer or transfer of the International Placing
                  Shares under the Global Offering (whether payable as seller or
                  purchaser) in accordance with the terms of this Agreement, the
                  International Placing, the execution and delivery of, or the
                  performance of any of the provisions under, this Agreement,
                  which are or may be required to be paid under the applicable
                  Laws or by any Governmental Authority or otherwise, save for
                  any profit tax payable in Hong Kong by HSBC or the
                  International Placing Underwriters arising out of any
                  commission or fees received by any such party pursuant to
                  Clauses 4.1 and 4.2 to this Agreement. For the avoidance of
                  doubt, this includes, without limitation, any stamp duty
                  payable by the Selling Shareholder, the International Placing
                  Underwriters and the purchasers of the International Placing
                  Shares in relation to the transfers of the International
                  Placing Shares contemplated under this Agreement (including,
                  the transfer to the International Placing Underwriters, or
                  purchasers procured by the International Placing Underwriters,
                  and the re-offers and re-sales of, the International Placing
                  Shares, or transfers of, or agreements to transfer, the
                  International Placing Shares executed or made by the
                  International Placing Underwriters as transferor to placees
                  procured by the International Placing Underwriters under the
                  International Placing).

            (ii)  This Clause 3.8.3 shall, extend to:

                  (a)   the sales and transfers by any person (the
                        "STOCKLENDERS") to any International Placing
                        Underwriter, and subsequent sales and retransfers by
                        each such International Placing Underwriter to the
                        relevant Stocklender, each under the terms of one or
                        more stock lending agreements, of a number of Shares not
                        exceeding, in total for all International Placing
                        Underwriters, the maximum number of Over-allotment
                        Shares to which the Over-allotment Option relates (for
                        the avoidance of doubt, regardless of whether, and the
                        extent to which the Over-allotment Option is exercised);
                        and

                                       22
<PAGE>

                  (b)   (to the extent to which the Over-allotment Option is not
                        exercised) the sale, transfer or delivery by the
                        International Placing Underwriters to placees of a
                        number of Shares not exceeding, in total for all
                        International Placing Underwriters, the maximum number
                        of Over-allotment Shares to which the Over-allotment
                        Option relates (for the avoidance of doubt, regardless
                        of whether, and the extent to which, the Over-allotment
                        Option is exercised).

3.9   DISCHARGE FROM INTERNATIONAL PLACING UNDERWRITERS' OBLIGATIONS

      As soon as the International Placing Shares comprising the International
      Placing Underwriting Commitment of an International Placing Underwriter
      shall be purchased and paid for by the International Placing Underwriter
      and/or purchasers procured by such International Placing Underwriter
      and/or otherwise pursuant to this Agreement, such International Placing
      Underwriter shall be discharged from all further liability under this
      Agreement save in respect of Clauses 10.8 and 10.9 and any antecedent
      breaches under this Agreement.

4     COSTS, EXPENSES, FEES AND COMMISSIONS

4.1   UNDERWRITING COMMISSIONS

      4.1.1 In consideration of the services of the International Placing
            Underwriters under this Agreement, the Selling Shareholder will pay
            a combined underwriting and management commission and selling
            concession at the rate of 3.0% of the Reference International
            Placing Amount, out of which the International Placing Underwriters
            will meet all (if any) selling concessions.

      4.1.2 For the avoidance of doubt:

            (a)   if the number of International Placing Shares is reduced as
                  provided in Clause 2.4, the International Placing Underwriters
                  shall still be entitled to be paid a combined underwriting and
                  management commission and selling concession of 3.0% in
                  relation to those International Placing Shares which are
                  withdrawn from the International Placing and made available
                  for purchase pursuant to Public Offer; and

            (b)   if the number of International Placing Shares is increased as
                  provided in Clause 2.5, the International Placing Underwriters
                  shall be entitled to be paid a combined underwriting and
                  management commission and selling concession of 3.0% in
                  relation to those additional International Placing Shares for
                  which the International Placing Underwriters shall have agreed
                  to purchase or procure purchasers.

4.2   OTHER FEES AND EXPENSES

      The Selling Shareholder will further pay to HSBC (to the extent not
      already paid under clause 4.2 of the Public Offer Underwriting Agreement)
      such other fees and expenses of such amounts and in such manner as have
      been separately agreed between the Company (or any member of the Group)
      and/or the Selling Shareholder (or any member of its group) and HSBC.

4.3   INTERNATIONAL PLACING UNDERWRITERS' EXPENSES

                                       23
<PAGE>

      The Selling Shareholder shall also pay to HSBC on behalf of the
      International Placing Underwriters, all amount of costs, fees and expenses
      (including, without limitation, the costs of the International Placing
      Underwriters' legal advisers and all travelling, telecommunications,
      postage and other out-of-pocket expenses) incurred by the International
      Placing Underwriters or any of them or on their or its behalf under this
      Agreement or in connection with the International Placing.

4.4   EXPENSES TO BE BORNE BY THE SELLING SHAREHOLDER

      The Selling Shareholder shall be responsible for all costs, fees and
      expenses arising from, in connection with or incidental to the Global
      Offering, which shall include but are not limited to the following:-

      (a)   all capital duty, premium duty, tax, duty, levy and other fees,
            charges and expenses payable, whether pursuant to any Law or
            otherwise in respect of the transfer of the Offer Shares, the Global
            Offering and all transactions contemplated thereunder, the execution
            and delivery of, and the performance of any of the provisions under,
            the Underwriting Documents save for any profit tax payable in Hong
            Kong by any of HSBC or the Underwriters, arising out of any
            commission or fees received by any of such parties pursuant to the
            Underwriting Documents;

      (b)   fees and expenses of the Reporting Accountants;

      (c)   fees and expenses of the Receiving Banker;

      (d)   fees and expenses of the Property Valuers;

      (e)   fees and expenses of the Registrars and the Sub-Registrars;

      (f)   fees and expenses of all legal advisers;

      (g)   fees and expenses of the public relations consultants;

      (h)   fees and expenses of the translators;

      (i)   fees and expenses of other agents and advisers of the Company and
            the Selling Shareholder;

      (j)   fees and expenses related to the application for listing of the
            Shares on the Stock Exchange and the maintenance of a listing on the
            Stock Exchange;

      (k)   fees and expenses related to the filing or registration of the Offer
            Documents and any amendments and supplements thereto with any
            relevant authority, including the Registrar of Companies in Hong
            Kong;

      (l)   the costs and expenses of listing the Offer Shares on, and
            qualifying the Offer Shares for trading in, PORTAL and any expenses
            incidental thereto;

      (m)   costs and expenses relating to the launching of the Global Offering
            and the conducting of roadshows, syndicate analysts' briefing and
            video and other presentations relating to the Global Offering;

      (n)   printing and advertising costs;

      (o)   the costs of preparing, printing, delivery and distribution
            (including transportation, packaging and insurance) of documents of
            title to the Offer Shares;

                                       24
<PAGE>

      (p)   costs of despatch and distribution of the Offer Documents and all
            amendments and supplements thereto in all relevant jurisdictions;

      (q)   CCASS transaction fees payable on the deposit into HSBC's CCASS
            account, the transfers within CCASS of the International Placing
            Shares by HSBC to the International Placing Underwriters and by the
            International Placing Underwriters to the placees under the
            International Placing; and

      (r)   all expenses in connection with the qualification of the
            International Placing Shares for offering and sale under securities
            laws of the relevant jurisdictions including the fees and
            disbursement of counsel for the International Placing Underwriters
            in connection with such qualification and in connection with the
            Blue Sky surveys.

4.5   PAYMENT

      All amounts due hereunder shall be due and payable on or before the
      Listing Date and may be deducted from the Placing Moneys pursuant to
      Clause 3.5.9.

5     REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

5.1   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE WARRANTORS

      The Warrantors jointly and severally represent, warrant, agree and
      undertake to the International Placing Underwriters and each of them in
      the terms set out in Part 1 of Schedule 7. The Company represents,
      warrants, agrees and undertakes to the International Placing Underwriters
      and each of them in the terms set out in Part 2 of Schedule 7. The Selling
      Shareholder further represents, warrants, agrees and undertakes to the
      International Placing Underwriters and each of them in the terms set out
      in Part 3 of Schedule 7. The Warrantors accept that each of the
      International Placing Underwriters is entering into this Agreement in
      reliance upon each of such representations, warranties, agreements and
      undertakings. Any certificate signed by a duly authorised officers of the
      Company or the Selling Shareholder which is required to be delivered
      pursuant to Clause 2.1.1(i) shall be deemed to be a representation,
      warranty, agreement and undertaking by the Company or the Selling
      Shareholder (as the case may be) to the International Placing Underwriters
      and each of them as to the matters covered thereby.

5.2   RIGHTS IN RELATION TO THE WARRANTIES

      5.2.1 Each of the Warranties shall be construed separately and shall not
            be limited or restricted by reference to or inference from the terms
            of any other of the Warranties or any other term of this Agreement.

      5.2.2 The Warranties shall remain in full force and effect notwithstanding
            completion of the Global Offering.

      5.2.3 The Warranties are given on and as at the date of this Agreement
            with respect to the facts and circumstances subsisting at the date
            of this Agreement. In addition, the Warranties shall be deemed to be
            given on and as at:

            (i)   the date of the Final Offering Circular;

            (ii)  immediately prior to 8:00 a.m. on the Force Majeure Expiry
                  Date;

            (iii) the Closing Time of Delivery; and

                                       25
<PAGE>

            (iv)  each Option Time of Delivery [unless a notice is given
                  pursuant to Clause 9.2],

            in each case with reference to the facts and circumstances then
            subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3
            shall affect the on-going nature of the Warranties.

      5.2.4 Each of the Warrantors undertakes to give notice to each of the
            International Placing Underwriters forthwith of any matter or event
            coming to their respective attention at any time on or prior to the
            last date on which the Warranties are deemed to be given pursuant to
            the provisions of Clause 5.2.3 which shows any of the Warranties to
            be or to have been untrue or inaccurate or breached.

      5.2.5 If at any time on or prior to Completion, by reference to the facts
            and circumstances then subsisting, any matter or event comes to the
            attention of any of the Warrantors which:

            (i)   would or might result in any of the Warranties, if repeated
                  immediately after the occurrence of such matter or event,
                  being untrue or inaccurate or breached; or

            (ii)  would or might render untrue, inaccurate or misleading any
                  statement, whether of fact or opinion, contained in the Public
                  Offer Documents, the Formal Notice or the Placing Documents or
                  any of them if the same were issued immediately after the
                  occurrence of such matter or event; or

            (iii) would or might result in the omission of any fact which is
                  material for disclosure or required by applicable Laws to be
                  disclosed in the Public Offer Documents, the Formal Notice or
                  the Placing Documents or any of them (assuming that the
                  relevant documents were to be issued immediately after
                  occurrence of such matter or event); or

            (iv)  would or might result in any breach of the representations,
                  warranties or undertakings given by any of the Warrantors or
                  any circumstances giving rise to a claim under any of the
                  indemnities as contained in, or given pursuant to, this
                  Agreement,

            such Warrantor shall forthwith notify and consult the Company (for
            itself and on behalf of the Selling Shareholder) and HSBC (for
            itself and on behalf of the other International Placing
            Underwriters) and shall take such steps as may be requested by HSBC
            (for itself and on behalf of the other International Placing
            Underwriters) to remedy the same.

      5.2.6 If any matter or event referred to in Clause 5.2.5 shall have
            occurred, nothing herein shall prejudice any rights that HSBC or any
            of the International Placing Underwriters may have in connection
            with the occurrence of such matter or event, including without
            limitation, its rights under Clause 9.

      5.2.7 Each of the Company and the Selling Shareholder shall not, and shall
            procure that their respective Affiliates will not, and the Executive
            Directors and the Selling Shareholder shall procure that the Company
            will not:

            (i)   do or omit to do anything which may cause, and will use its
                  best efforts not to permit, any of the Warranties to be untrue
                  or inaccurate or breached in any respect at or prior to any
                  time referred to in Clause 5.2.3 or, if later,

                                       26
<PAGE>

                  Completion (assuming such Warranties to be repeated at such
                  times with reference to the facts and circumstances then
                  subsisting); or

            (ii)  do or omit to do anything which could materially and adversely
                  affect the Global Offering.

      5.2.8 For the purpose of this Clause 5:

            (i)   the representations, warranties, agreements and undertakings
                  shall remain in full force and effect notwithstanding the
                  completion of the purchase of the Offer Shares, the completion
                  of the Global Offering and all other matters and arrangements
                  referred to or contemplated by this Agreement; and

            (ii)  if an amendment or supplement to the Public Offer Documents,
                  the Formal Notice, the International Placing Documents or any
                  of them is published after the date hereof pursuant to Clause
                  6.1.1(x) or clause 6.1.1(x) of the Public Offer Underwriting
                  Agreement (as the case may be), representations warranties,
                  agreements and undertakings relating to any such documents
                  given pursuant to this Clause 5 shall be deemed to be repeated
                  on the date of publication of such amendment or supplement and
                  when so repeated, representations, warranties, agreements and
                  undertakings relating to such documents shall be read and
                  construed subject to the provisions of this Agreement as if
                  the references therein to such documents means such documents
                  when read together with such amendment or supplement.

6     FURTHER UNDERTAKINGS

6.1   FURTHER UNDERTAKINGS BY THE COMPANY, THE SELLING SHAREHOLDER AND THE
      EXECUTIVE DIRECTORS

      6.1.1 The Company undertakes to each of the International Placing
            Underwriters that it will, and the Executive Directors and the
            Selling Shareholder shall procure that the Company will:

            (i)   maintain a listing for the Shares on the Stock Exchange for at
                  least one year after the Conditions have been fulfilled and to
                  pay all fees and supply all further documents, information and
                  undertakings and publish all advertisements or other material
                  as may be necessary or advisable for such purpose, except
                  following a withdrawal of such listing which has been approved
                  by the relevant shareholders of the Company in accordance with
                  the Listing Rules or following an offer (within the meaning of
                  the Hong Kong Code on Takeovers and Mergers) for the Company
                  becoming unconditional;

            (ii)  procure that no connected persons (as defined in the Listing
                  Rules) of the Company will itself (or through a company
                  controlled by it) apply or purchase any Offer Shares either in
                  its own name or through nominees unless permitted to do so
                  under the Listing Rules, and if any such application therefor,
                  or after due and careful enquiries, it becomes aware of any
                  indication of interest therefor, has been made by such
                  persons, it shall forthwith notify HSBC (on behalf of the
                  International Placing Underwriters);

                                       27
<PAGE>

            (iii) procure that there shall be delivered to the Stock Exchange as
                  soon as practicable the declaration in the form set out in
                  Appendix 5, Form F of the Listing Rules;

            (iv)  procure that the audited accounts of the Company for its
                  financial year ending 31 December 2004 will be prepared on a
                  basis consistent with the accounting policies adopted for the
                  purposes of the financial statements contained in the report
                  of the Reporting Accountants set out in Appendix I to the
                  Final Offering Circular;

            (v)   save as pursuant to any share option scheme of any member of
                  the Group, not without the prior written consent of HSBC (on
                  behalf of the International Placing Underwriters) and unless
                  in compliance with the Listing Rules:

                  (a)   at any time after the date of this Agreement up to and
                        including the date falling six months after the date on
                        which dealings in the Shares first commence on the Stock
                        Exchange (the "FIRST SIX-MONTH PERIOD"):

                        (I)   offer, accept subscription for, pledge, issue,
                              sell, lend, mortgage, assign, charge, contract to
                              issue or sell, sell any option or contract to
                              purchase, purchase any option or contract to sell,
                              grant or agree to grant any option, right or
                              warrant to purchase or subscribe for, lend or
                              otherwise transfer or dispose of, either directly
                              or indirectly, conditionally or unconditionally,
                              any of the share capital or other securities of
                              the Company or any interest therein (including,
                              but not limited to, any securities that are
                              convertible into or exchangeable for, or that
                              represent the right to receive any such capital or
                              securities or any interest therein); or

                        (II)  enter into any swap or other arrangement that
                              transfers to another, in whole or in part, any of
                              the economic consequences of ownership of any such
                              capital or securities or any interest therein; or

                        (III) enter into any transaction with the same economic
                              effect as any transaction described in paragraphs
                              (I) or (II) above;

                        (IV)  agree or contract to, or publicly announce any
                              intention to enter into, any transaction described
                              in paragraphs (I), (II) or (III) above,

                        whether any such transaction described in paragraphs (I)
                        or (II) or (III) above is to be settled by delivery of
                        Shares or other securities, in cash or otherwise; and

                  (b)   enter into any of the foregoing transactions in
                        paragraphs (a)(I), (II) and (III) above, or agree or
                        contract to or publicly announce any intention to enter
                        into any such transaction, such that the Selling
                        Shareholder would cease to be a controlling shareholder
                        (as defined in the Listing Rules) of the Company during
                        the six-month period

                                       28
<PAGE>

                        immediately following the First Six-Month Period (the
                        "SECOND SIX-MONTH PERIOD");

            (vi)  not, at any time after the date of this Agreement up to and
                  including the date on which all of the Conditions are
                  fulfilled (or waived) in accordance with this Agreement, amend
                  or agree to amend the Articles of Association save as
                  requested by Stock Exchange;

            (vii) until the date falling one year after the Listing Date,
                  without the prior written consent of HSBC, not enter into or
                  procure, or permit any member of the Group to enter into, any
                  commitment or agreement or arrangement:

                  (a)   of an unusual or onerous nature or outside its ordinary
                        course of business, whether or not that contract,
                        commitment or arrangement would constitute a material
                        contract for the purposes of the Prospectus, the
                        Preliminary Offering Circular or the Final Offering
                        Circular; and

                  (b)   which could materially and adversely affect the business
                        or affairs of the Company and the Group taken as a
                        whole;

            (viii) until the date falling six months after the Listing Date:

                  (a)   discuss with HSBC:

                        (I)   any major new developments in its sphere of
                              activity which are not public knowledge which may,
                              by virtue of the effect of those developments on
                              its assets and liabilities or financial position
                              or on the general course of its business, lead to
                              substantial movement in the price of its listed
                              securities;

                        (II)  any change in the Company's financial condition or
                              in the performance of its business or in the
                              Company's expectation of its performance which, if
                              made public, would be likely to lead to
                              substantial movement in the price of its listed
                              securities; and

                        (III) any proposals or circumstances which may lead to
                              any such developments or changes as described in
                              paragraphs (I) and (II) above;

                  (b)   forward to HSBC for perusal in draft all documents to be
                        sent to shareholders and all press announcements to be
                        issued by the Company, which will be sent to the Stock
                        Exchange during such period;

            (ix)  until the date falling six months year after the Listing Date,
                  furnish to HSBC copies of all reports or other communications
                  furnished to shareholders, and deliver to HSBC (i) as soon as
                  they are publicly available, copies of any reports and
                  financial statements furnished to or filed with the Stock
                  Exchange or any securities exchange on which any class of
                  securities of the Company may be listed, and (ii) such
                  additional information concerning the business and financial
                  condition of the Company publicly available as HSBC may from
                  time to time request (such financial statements to be on a
                  consolidated basis to the extent the accounts of the Company
                  and its

                                       29
<PAGE>

                  subsidiaries are consolidated in reports furnished to its
                  shareholders generally or to the Stock Exchange);

            (x)   without prejudice to any other rights of any party hereto, if
                  at any time until the date on which the distribution of the
                  International Placing Shares has been completed as determined
                  by HSBC:

                  (a)   Clause 5.2.5 applies; or

                  (b)   any event shall have occurred as a result of which the
                        Offer Documents or the Formal Notice or any of them (as
                        then amended or supplemented pursuant to the provisions
                        of this Clause 6.1.1(x) or clause 6.1.1(x) of the Public
                        Offer Underwriting Agreement) would include an untrue
                        statement of a material fact or omit to state any
                        material fact necessary in order to make the statements
                        therein, in the light of the circumstances under which
                        they were made when such document was issued, not
                        misleading; or

                  (c)   if it shall be necessary to amend or supplement the
                        Offer Documents or the Formal Notice or any of them to
                        comply with applicable Law,

                  promptly notify HSBC of such event and, subject to the
                  provisions of this Clause 6.1.1(x), the Company (for itself
                  and on behalf of the Selling Shareholder) shall, at its own
                  expense, amend or supplement the Offer Documents, the Formal
                  Notice or any of them, as the case may be, and shall issue and
                  publish such other announcement, circular, document, material
                  or information and do such other act or thing as necessary or
                  advisable to correct such statement or omission or effect such
                  compliance with applicable Law or as may be requested by HSBC
                  and shall, without charge, supply HSBC or as such person(s) as
                  it shall direct with as many copies as HSBC may from time to
                  time request of the aforesaid documents, material or
                  information;

                  Except for the Offer Documents and the Formal Notice or except
                  as otherwise provided pursuant to the Underwriting Documents,
                  each of the Company and the Selling Shareholder undertakes
                  that it shall not, and each of the Executive Directors
                  undertakes to procure that the Company shall not, without the
                  prior written approval of HSBC (for itself and on behalf of
                  the International Placing Underwriters), issue, publish,
                  distribute or otherwise make available any document (including
                  any prospectus or offering circular), announcement, material
                  or information in connection with the International Placing
                  (including any supplement or amendment thereto).

                  The Company will advise HSBC promptly of any proposal to amend
                  or supplement the Offer Documents or the Formal Notice or any
                  of them, and will not effect such amendment or supplementation
                  without HSBC's consent (such consent not to be unreasonably
                  withheld or delayed);

            (xi)  during the period of one year after the Listing Date, refrain
                  from taking any action that could jeopardise the listed status
                  of the Shares on the Stock Exchange, provided however, that
                  this paragraph shall not prevent the Company from taking any
                  action for the delisting of the Shares so long as (a) the
                  Company complies in all respects with the Listing Rules and
                  all

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<PAGE>

                   other applicable Laws, and (b) the requisite approval of such
                   action by the holders of the Shares is duly obtained;

            (xii)  for so long as the Shares are listed on the Stock Exchange
                   and during the period of one year after the Listing Date,
                   file with the Stock Exchange and the SFC and any other
                   Governmental Authority in Hong Kong and the Cayman Islands,
                   such reports, documents, agreements and other information
                   which may from time to time be required by applicable Laws to
                   be so filed because the Shares are listed on the Stock
                   Exchange;

            (xiii) provide to HSBC (on behalf of the International Placing
                   Underwriters) any such other resolutions, consents,
                   authorities, documents, opinions and certificates which are
                   relevant in the context of the Global Offering owing to
                   circumstances arising or events occurring after the date of
                   this Agreement, but on or before 8:00 a.m. on the last
                   Closing Date, and as HSBC may require;

            (xiv)  for so long as any Offer Shares are "restricted securities"
                   within the meaning of Rule 144(a)(3) under the US Securities
                   Act, during any period in which it is neither subject to
                   Section 13 or 15(d) of the US Exchange Act nor exempt from
                   reporting pursuant to Rule 12g3-2(b) thereunder, provide to
                   any holder or beneficial owner of such restricted securities
                   or to any prospective purchaser of such restricted securities
                   designated by such holder or beneficial owner, upon the
                   request of such holder, beneficial owner or prospective
                   purchaser, the information required to be provided by Rule
                   144A(d)(4) under the US Securities Act. The Company will
                   execute and deliver the Deed Poll in favour of those persons
                   entitled to the benefit of the undertaking set forth in this
                   paragraph on or before the time and date set out in Clause
                   2.1.1(i);

            (xv)   for so long as any Offer Shares are "restricted securities"
                   within the meaning of Rule 144(a)(3) under the US Securities
                   Act, the Company will not become an "open-end investment
                   company", "unit investment trust" or "face-amount certificate
                   company", as such terms are defined in, and that is or is
                   required to be registered under Section 8 of, the US
                   Investment Company Act;

            (xvi)  cause the Offer Shares to be designated as eligible for
                   trading in PORTAL;

            (xvii) during the period of two years after the last Time of
                   Delivery, the Company will not and will not permit any of its
                   "affiliates" (as defined in Rule 144 of the US Securities
                   Act) to resell in the United States any of the Offer Shares
                   which constitute "restricted securities" under Rule 144 of
                   the US Securities Act which have been acquired by the Company
                   or any such affiliates; and

           (xviii) promptly from time to time to take such action as HSBC (on
                   behalf of the International Placing Underwriters) may
                   request, to qualify the Offer Shares for offer and sale by
                   the International Placing Underwriters or through their
                   Affiliates and agents under the Laws of such states of the
                   United States or other jurisdictions as HSBC may designate
                   and shall maintain such qualifications in effect so long as
                   HSBC may require for the offer and sale of the International
                   Placing Shares; provided, however, that, in connection
                   therewith, the Company shall not be obliged to file any
                   general consent to

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<PAGE>

                  service of process or to qualify as a foreign corporation in
                  any jurisdiction in which it is not qualified. The Company
                  will immediately advise HSBC of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Offer Shares, for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceedings for such purposes.

      6.1.2 Each of the Company and the Selling Shareholder undertakes to each
            of the International Placing Underwriters that it will, and the
            Executive Directors and the Selling Shareholder shall procure that
            the Company will:

            (i)   comply in all respects with the terms and conditions of the
                  Global Offering as provided for in the Offer Documents and the
                  Underwriting Documents and, in particular transfer the
                  International Placing Shares to successful placees under the
                  International Placing;

            (ii)  comply in a timely manner with its obligations under the
                  requirements of the Stock Exchange in connection with the
                  Global Offering (including, without limitation, the Listing
                  Rules);

            (iii) procure compliance with the obligations imposed upon it by the
                  Companies Ordinance, the Companies Law and the Listing Rules
                  in respect of or by reason of the matters contemplated by this
                  Agreement, including but without limitation:-

                  (a)   the making of all necessary registrations with the
                        Registrar of Companies in Hong Kong and the Registrar of
                        Companies in the Cayman Islands; and

                  (b)   the making available for inspection at the offices of
                        Johnson Stokes & Master of the documents referred to in
                        Appendix VI to the Prospectus during the period referred
                        to therein; and

            (iv)  procure that the terms of the Registrars Agreement, the
                  Sub-Registrars Agreement and the Receiving Banker Agreement
                  shall not be amended without the prior written consent of
                  HSBC.

      6.1.3 The undertakings in this Clause 6.1 shall remain in full force and
            effect notwithstanding the completion of the Global Offering and all
            matters contemplated in this Agreement.

6.2   RESTRICTIONS ON DEALINGS AND RELATED MATTERS

      6.2.1 The Selling Shareholder agrees and undertakes that, save as pursuant
            to the offer for sale of the Offer Shares under the Global Offering
            or the Over-allotment Option or any stock lending arrangements
            agreed between the Selling Shareholder and HSBC in connection with
            the Global Offering, without the prior written consent of HSBC (on
            behalf of the International Placing Underwriters) and unless in
            compliance with the Listing Rules:

            (i)   during the First Six-Month Period:

                  (a)   save for using the Shares beneficially owned by it as
                        security (including a charge or a pledge) in favour of
                        an authorised institution (as defined in the Banking
                        Ordinance (Chapter 155 of the Laws of Hong Kong)) for a
                        bona fide commercial loan, it will not offer, pledge,

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<PAGE>

                        charge, sell, contract to sell, sell any option or
                        contract to purchase, purchase any option or contract to
                        sell, grant or agree to grant any option, right or
                        warrant to purchase or subscribe for, lend or otherwise
                        transfer or dispose of, either directly or indirectly,
                        conditionally or unconditionally, any share capital or
                        other securities of the Company or any interest therein
                        (including, but not limited to any securities that are
                        convertible into or exchangeable for, or that represent
                        the right to receive, any such capital or securities or
                        any interest therein); or

                  (b)   enter into any swap or other arrangement that transfers
                        to another, in whole or in part, any of the economic
                        consequences of ownership of any such capital or
                        securities or any interest therein; or

                  (c)   enter into any transaction with the same economic effect
                        as any transaction described in (a) or (b) above; or

                  (d)   agree or contract to, or publicly announce any intention
                        to enter into, any transaction described in (a) or (b)
                        or (c) above,

                  whether any such transaction described in (a) or (b) or (c)
                  above is to be settled by delivery of such capital or
                  securities, in cash or otherwise; and

            (ii)  during the Second Six-Month Period, it will not enter into any
                  of the foregoing transactions in paragraphs (i)(a) or (b) or
                  (c) above or agree or contract to or publicly announce any
                  intention to enter into any such transactions if, immediately
                  following such transfer or disposal, the Selling Shareholder
                  will cease to be a controlling shareholder (as the term is
                  defined in the Listing Rules) of the Company; and

            (iii) until the expiry of the Second Six-Month Period, in the event
                  that it enters into any such transactions or agrees or
                  contracts to, or publicly announces an intention to enter into
                  any such transactions, it will take all reasonable steps to
                  ensure that it will not create a disorderly or false market in
                  the securities of the Company.

      6.2.2 Subject to Clause 6.2.1, the Selling Shareholder agrees and
            undertakes that, if at any time after the date of this Agreement up
            to and including the date falling twelve months from the Listing
            Date, it shall (i) if and when it pledges, mortgages or charges any
            securities or interests in the securities of the Company
            beneficially owned by it, immediately inform the Company and HSBC in
            writing of such pledge, mortgage or charge together with the number
            of securities so pledged or mortgaged or charged; and (ii) if and
            when it receives indications, either verbal or written, from any
            pledgee or mortgagee or chargee that any of the pledged, mortgaged
            or charged securities or interests in the securities of the Company
            will be disposed of, immediately inform the Company and HSBC in
            writing of such indications. The Company agrees and undertakes that
            upon receiving such information in writing from the Selling
            Shareholder, it shall, as soon as practicable, notify the Stock
            Exchange and in accordance with the requirements of the Listing
            Rules or the Stock Exchange make a public disclosure in relation to
            such information by way of press announcement.

                                       33
<PAGE>

      6.2.3 Each of the Executive Directors and the Selling Shareholder agrees
            and undertakes not to (whether itself or through any company
            controlled by it) apply or subscribe for or purchase any Offer
            Shares either in its own name or through nominees unless permitted
            to do so under the Listing Rules, and if any such application has
            been made or it has indicated an interest to acquire such Offer
            Shares, it shall forthwith notify HSBC (on behalf of the
            International Placing Underwriters);

      6.2.4 The Company agrees and undertakes that it will not, and the Selling
            Shareholder and each of the Executive Directors undertakes to
            procure that the Company will not, effect any purchase of Shares, or
            agree to do so, which may reduce the holdings of Shares of persons
            other than the directors of the Company, its substantial
            shareholders or their respective associates (as defined in the
            Listing Rules) to below 25% on or before the date falling six months
            after the Listing Date without first having obtained the prior
            written consent of HSBC (on behalf of the International Placing
            Underwriters).

      6.2.5 The Warrantors will procure that none of the connected persons shall
            be accepted as subscribers or purchasers of any Offer Shares either
            in its own name or through nominees unless permitted to do so under
            the Listing Rules and such subscriptions or purchases are disclosed
            in the Preliminary Offering Circular, the Final Offering Circular
            and the Prospectus.

6.3   OBLIGATIONS AND LIABILITY

      6.3.1 The obligations of each of the Company, the Selling Shareholder, the
            Executive Directors shall be binding on his, her or its personal
            representatives and successors (as the case may be).

      6.3.2 Any liability to the International Placing Underwriters or any of
            them hereunder may in whole or in part be released, compounded or
            compromised and time or indulgence may be given by HSBC on behalf of
            the International Placing Underwriters or any of them as regards any
            person under such liability without prejudicing the rights of any
            other International Placing Underwriters or the relevant
            International Placing Underwriter's other rights against such person
            or the relevant International Placing Underwriter's rights against
            any other person under the same or a similar liability.

      6.3.3 Subject to the provisions of the Agreement Between International
            Placing Underwriters (which shall not be binding on or confer any
            rights upon any persons other than the parties thereto), for the
            avoidance of doubt, neither HSBC nor any of the International
            Placing Underwriters shall be responsible or liable for any breach
            of the provisions of this Agreement by any of the International
            Placing Underwriters (other than itself in its capacity as an
            International Placing Underwriter).

      6.3.4 Save and except for any breach of any of its obligations under this
            Agreement and/or any loss or damage arising out of any gross
            negligence, wilful default or fraud on the part of HSBC or the
            relevant International Placing Underwriter, no claim shall be made
            against HSBC or any of the International Placing Underwriters or
            against any other of the Indemnified Parties (such right of the
            Indemnified Parties being held by the International Placing
            Underwriters as trustee for the Indemnified Parties) by any of the
            Warrantors (and the Warrantors shall procure that none of its
            affiliates shall make any such claim), to recover any damage, cost,

                                       34
<PAGE>

            charge or expense which any of the Warrantors may suffer or incur by
            reason of or arising out of the carrying out by HSBC or any of the
            International Placing Underwriters of the work to be done by any of
            them or the performance of their respective obligations hereunder or
            otherwise in connection with the Offer Documents, the Global
            Offering and any associated transactions (whether in performance of
            its duties as underwriters or otherwise). Specifically (but without
            prejudice to the generality of the foregoing), none of HSBC or the
            International Placing Underwriters shall have any liability or
            responsibility whatsoever for any alleged insufficiency of the Offer
            Price or any dealing price of the Offer Shares or any announcements,
            documents, materials, communications or information whatsoever made,
            given, related or issued arising out of, in relation to or in
            connection with the Company or the Global Offering (whether or not
            approved by HSBC or any of the International Placing Underwriters.

7     INDEMNITY

7.1   Each of the Warrantors (collectively, the "INDEMNIFYING PARTIES" and
      individually, an "INDEMNIFYING PARTY") jointly and severally undertakes to
      HSBC, the International Placing Underwriters and each of them, for
      themselves and on trust for the other Indemnified Parties (as hereinafter
      defined), to indemnify and hold harmless HSBC and each of the
      International Placing Underwriters, the Selling Agents, each person who
      controls any Placing Underwriter or Selling Agent within the meaning of
      Section 15 of the US Securities Act or Section 20 of the US Exchange Act
      and each of their respective subsidiaries and Affiliates, and each of
      their respective representatives, partners, directors, officers,
      employees, assignees and agents (collectively, the "INDEMNIFIED PARTIES"
      and individually, an "INDEMNIFIED PARTY") (on an after-tax basis) against:

      (i)   all actions, suits, claims (whether or not any such claim involves
            or results in any actions or proceedings), demands, investigations,
            judgement, awards and proceedings, joint or several, from time to
            time instituted, made or brought or threatened or alleged to be
            instituted, made or brought against or otherwise involve, (together
            the "ACTIONS") and

      (ii)  all losses, liabilities and damage suffered and all payments,
            expenses (including legal expenses and taxes (including stamp duty
            and any penalties and/or interest arising in respect of any taxes)),
            costs and charges (including, without limitation, all payments,
            expenses, costs or charges suffered, made or incurred arising out
            of, in relation to or in connection with the investigation, dispute,
            defence or settlement of or response to any such Actions or the
            enforcement of any such settlement or any judgement obtained in
            respect of any such Actions) (together, the "LOSSES") which may be
            made or incurred or suffered by,

      an Indemnified Party (with such amount of indemnity to be paid to HSBC or
      the relevant International Placing Underwriter to whom the Indemnified
      Party is related to cover all the Actions against and Losses suffered,
      made or incurred by such Indemnified Party) arising out of, in relation to
      or in connection with:

      (a)   the performance by HSBC or any of the International Placing
            Underwriters of their respective obligations under this Agreement or
            the Offer Documents or otherwise in connection with the Global
            Offering; or

                                       35
<PAGE>

      (b)   the issue, publication, distribution or making available of any of
            the Offer Documents or the Formal Notice (including any amendments
            or supplements thereto) in accordance with the terms of this
            Agreement and/or any announcements, documents, materials,
            communications or information whatsoever made, given, released or
            issued arising out of, in relation to or in connection with the
            Company or the Global Offering (whether or not approved by HSBC or
            any of the International Placing Underwriters); or

      (c)   the offer or transfer of the Offer Shares; or

      (d)   a breach or alleged breach on the part of any of the Indemnifying
            Parties of any of the provisions of any of the Underwriting
            Documents or an action or omission of an Indemnifying Party or any
            of their respective subsidiaries, directors, officers or employees
            resulting in a breach of any of the provisions of any of the
            Underwriting Documents; or

      (e)   any of the Warranties being untrue, inaccurate or having been
            breached or being alleged to be untrue, inaccurate or alleged to
            have been breached; or

      (f)   any untrue statement or alleged untrue statement of a fact contained
            in any Offer Documents, the Formal Notice or in any announcements,
            documents, materials, communications or information whatsoever made,
            given, released or issued arising out of, in relation to or in
            connection with the Company or the Global Offering (whether or not
            approved by HSBC or any of the International Placing Underwriters),
            or, in each case, any supplement or amendment thereto, or any
            omission or alleged omission to state therein a fact necessary in
            order to make the statements therein, in light of the circumstances
            under which they were made, not misleading, or any of the Offer
            Documents or the Formal Notice, or such announcement, document,
            material, communication or information or any such supplement or
            amendment thereto not containing any information material in the
            context of the Global Offering whether required by Law or not; or

      (g)   any breach or alleged breach of the Laws of any country or territory
            resulting from the distribution of any of the Offer Documents, the
            Formal Notice or any announcements, documents, materials,
            communications or information whatsoever made, given, released or
            issued arising out of, in relation to or in connection with the
            Company or the Global Offering (whether or not approved by HSBC or
            any of the International Placing Underwriters) and/or any offer,
            sale or distribution of the Shares, otherwise than in accordance
            with and on the terms of those documents and the Underwriting
            Documents; or

      (h)   the Global Offering failing to comply with the requirements of the
            Securities and Futures (Stock Exchange Listing) Rules (Chapter 571V
            of the Laws of Hong Kong), the Listing Rules or any other applicable
            Laws; or

      (i)   any statement in any of the Offer Documents, the Formal Notice or
            any announcements, documents, materials, communications or
            information whatsoever made, given, released or arising out of, in
            relation to or in connection with the Company, the Selling
            Shareholder or the Global Offering (whether or not approved by HSBC
            or any of the International Placing Underwriters) being or alleged
            to be defamatory of any person; or

                                       36
<PAGE>

      (j)   any failure or alleged failure by any of the Directors to comply
            with their respective obligations under the Listing Rules; or

      (k)   the breach or alleged breach by the Company, the Selling Shareholder
            or other members of the Group of applicable Laws,

      provided that the indemnity provided for in this Clause 7.1 shall not
      apply in respect of an Indemnified Party to the extent where any such
      Action made against or any such Loss suffered by, such Indemnified Party,
      arises out of or in connection with fraud, gross negligence or wilful
      default on the part of such Indemnified Party; and any settlement or
      compromise of or consent to the entry of judgement with respect to any
      Action or Loss by any of the Indemnified Parties shall not prejudice any
      right, claim, action or demand any of the Indemnified Parties may have or
      make against the Warrantors or any of them under this Clause 7.1 or
      otherwise under this Agreement.

7.2   If any of the Warrantors becomes aware of any claim which may give rise to
      a liability under the indemnity provided under Clause 7.1, such party
      shall promptly give notice thereof to the other parties in writing.

7.3   Counsel to the Indemnified Parties shall be selected by HSBC. The Company
      and/or the Selling Shareholder, as the case may be, may participate at its
      own expense, in the defence of any such Action, provided however, that
      counsel to the Company and/or the Selling Shareholder shall not (except
      with the consent of the Indemnified Parties) also be counsel to the
      Indemnified Parties.

7.4   None of the Indemnifying Parties shall, without the prior written consent
      of the Indemnified Parties, settle or compromise or consent to the entry
      of any judgement with respect to any Action, commenced or threatened, or
      any claim whatsoever in respect of which indemnification or contribution
      could be sought under this Clause 7 (whether or not the Indemnified
      Parties are actual or potential parties thereto).

7.5   Any settlement or compromise by any Indemnified Party in relation to any
      claim shall be without prejudice to, and without (other than any
      obligations imposed on it by Law) any accompanying obligation or duty to
      mitigate the same in relation to, any claim, action or demand it may have
      or make against any of the Indemnifying Parties under this Agreement. The
      Indemnified Parties are not required to obtain consent from any of the
      Indemnifying Parties with respect to such settlement or compromise. The
      rights of the Indemnified Parties herein are in addition to any rights
      that each Indemnified Party may have at Law or otherwise and the
      obligations of the Indemnifying Parties herein shall be in addition to any
      liability which the Indemnifying Parties may otherwise have.

7.6   If an Indemnifying Party enters into any agreement or arrangement with any
      adviser for the purpose of or in connection with the Global Offering, the
      terms of which provide that the liability of the adviser to the
      Indemnifying Party or any other person is excluded or limited in any
      manner, and any of the Indemnified Parties may have joint and/or several
      liability with such adviser to the Indemnifying Party or to any other
      person arising out of the performance of its duties in connection with the
      Global Offering, the Indemnifying Party shall:

      7.6.1 not be entitled to recover any amount from any Indemnified Party
            which, in the absence of such exclusion or limitation, the
            Indemnified Party would have been entitled to recover from such
            Indemnified Party; and

                                       37
<PAGE>

      7.6.2 indemnify the Indemnified Parties in respect of any increased
            liability to any third party which would not have arisen in the
            absence of such exclusion or limitation; and

      7.6.3 take such other action as the Indemnified Parties may require to
            ensure that the Indemnified Parties are not prejudiced as a
            consequence of such agreement or arrangement.

7.7   No claim shall be made against any Indemnified Party by any Indemnifying
      Party to recover any Losses incurred by the Indemnifying Party in
      connection with or arising out of the services rendered or duties
      performance by the Indemnified Party under this Agreement or otherwise in
      connection with the Global Offering and the application for the listing
      of, and permission to deal in, the Shares on the Stock Exchange unless and
      to the extent that they are finally judicially determined by a court of
      competent jurisdiction to have arisen primarily as a result of fraud,
      gross negligence or wilful default of the relevant Indemnified Party.

7.8   For the avoidance of doubt, the indemnity under this Clause 7 shall cover
      all costs, charges and expenses which any Indemnified Party may incur or
      pay in disputing, settling or compromising any Action to which the
      indemnity may relate and in establishing its right to indemnification
      under this Clause 7.

7.9   All amounts subject to indemnity under this Clause 7 shall be paid by the
      Indemnifying Party as and when they are incurred within 10 Business Days
      of a written notice demanding payment being given to the relevant
      Indemnifying Party by or on behalf of an Indemnified Party.

7.10  This Clause 7 shall remain in full force and effect notwithstanding the
      completion of the Global Offering in accordance with the terms of this
      Agreement or the termination of this Agreement.

8     CONTRIBUTION

8.1   If for any reason the undertaking to pay in Clause 7 is unavailable or
      insufficient to indemnify and hold harmless an Indemnified Party in
      respect of any Action or Loss referred to therein, then each Indemnifying
      Party, in lieu of its obligations under Clause 7, shall contribute to the
      amount paid or payable by such Indemnifying Party as a result of such
      Action or Loss:

      8.1.1 in such proportion as is appropriate to reflect the relative
            benefits received by the Company and the Selling Shareholder on the
            one hand and the International Placing Underwriters on the other
            from the International Placing; or

      8.1.2 if the allocation provided by Clause 8.1.1 above is not permitted by
            applicable Law, in such proportion as is appropriate to reflect not
            only the relative benefits referred to in Clause 8.1.1 above but
            also the relative fault of the Company and the Selling Shareholder
            on the one hand and the International Placing Underwriters on the
            other in connection with the statements or omissions that resulted
            in such Action or Loss, as well as any other relevant equitable
            considerations.

8.2   The relative benefits received by the Company and the Selling Shareholder
      on the one hand and the International Placing Underwriters on the other
      shall be deemed to be in the same respective proportions as the net
      proceeds from the International Placing (before deducting expenses)
      received by the Company and the Selling Shareholder bear to the

                                       38
<PAGE>

      total combined underwriting and management commission and selling
      concessions received by the International Placing Underwriters, as set
      forth in Clause 4.1.

8.3   The relative fault of the Company and the Selling Shareholder on the one
      hand and the International Placing Underwriters on the other shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a fact or the omission or alleged omission to
      state a fact relates to information supplied by the Company or the Selling
      Shareholder on the one hand or by the International Placing Underwriters
      on the other and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

8.4   The parties hereto agree that it would not be just and equitable if
      contribution pursuant to this Clause 8 were determined by pro rata
      allocation (even if the International Placing Underwriters were treated as
      one entity for such purposes) or by any other method of allocation that
      does not take account of the equitable considerations referred to in this
      Clause 8. In no event shall an International Placing Underwriter be
      required to contribute any amount in excess of the amount by which the
      total combined underwriting and management commission and selling
      concessions received by such International Placing Underwriter with
      respect to the International Placing exceeds the amount of any Losses that
      such International Placing Underwriter has otherwise been required to pay
      by reason of such untrue or alleged untrue statement or omission or
      alleged omission. No person guilty of fraudulent misrepresentation (with
      the meaning of Section 11(f) of the US Securities Act) shall be entitled
      to contribution from any person who was not guilty of such fraudulent
      misrepresentation. The International Placing Underwriters' obligations to
      contribute pursuant to this Clause 8 are several in proportion to their
      respective purchase or subscription obligations hereunder (and not joint
      or joint and several).

8.5   The indemnity and contribution agreements contained in this Clause 8 are
      not exclusive and shall not limit any rights or remedies which may
      otherwise be available to any Indemnified Party at law or in equity.

9     TERMINATION IN EXCEPTIONAL CIRCUMSTANCES

9.1   If, at any time prior to 8:00a.m. on the Force Majeure Expiry Date:

      9.1.1 there has been a breach of any of the Warranties or there has been a
            breach by the Company or the Selling Shareholder of any of the
            provisions of this Agreement; or

      9.1.2 any matter has arisen or has been discovered which would, had it
            arisen immediately before the date of the Prospectus, the
            Preliminary Offering Circular or the Final Offering Circular (as the
            case may be), not having been disclosed in the Prospectus, the
            Preliminary Offering Circular or the Final Offering Circular (as the
            case may be), constitute an omission therefrom; or

      9.1.3 any statement contained in the Prospectus, the Preliminary Offering
            Circular or the Final Offering Circular (as the case may be) has
            become or been discovered to be untrue, incorrect or misleading in
            any respect; or

      9.1.4 there shall have occurred any event, act or omission which gives or
            is likely to give rise to any liability of any of the Company or the
            Selling Shareholder pursuant to the indemnities referred to in
            Clause 7; or

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<PAGE>

      9.1.5 there shall have been any adverse change or prospective adverse
            change in the business or the financial or trading position of any
            member of the Group; or

      9.1.6 there shall have developed, occurred, happened or come into effect
            any event or series of events, matters or circumstances concerning
            or relating to:

            (i)   any change in, or any event or series of events likely to
                  result in any change in, local, national or international
                  financial, political, economic, military, industrial, fiscal,
                  regulatory, currency or market conditions or equity securities
                  or stock or other financial market conditions or any monetary
                  or trading settlement system (including, without limitation,
                  any change in the system under which the value of the Hong
                  Kong currency is linked to that of the United States) in Hong
                  Kong, the Cayman Islands, the US, the United Kingdom, Japan,
                  or the PRC; or

            (ii)  any new Law or change in existing Laws or any change in the
                  interpretation or application thereof by any court or other
                  competent authority in Hong Kong, the Cayman Islands, the US,
                  the United Kingdom, Japan or the PRC; or

            (iii) any event of force majeure affecting Hong Kong, the Cayman
                  Islands, the US, the United Kingdom, Japan or the PRC
                  including, without limiting the generality thereof, any act of
                  God, war, outbreak or escalation of hostilities (whether or
                  not war is declared) or act of terrorism, or declaration of a
                  national or international emergency or war, riot, public
                  disorder, civil commotion, economic sanctions, fire, flood,
                  explosion, epidemic, outbreak of an infectious disease,
                  calamity, crisis, strike or lock-out (whether or not covered
                  by insurance); or

            (iv)  the imposition of any moratorium, suspension or restriction on
                  trading in securities generally on the Stock Exchange or the
                  New York Stock Exchange or any suspension of trading of any of
                  the securities of the Company on any exchange or
                  over-the-counter market or any major disruption of any
                  securities settlement or clearing services in the US or Hong
                  Kong or on commercial banking activities in Hong Kong or New
                  York, due to exceptional financial circumstances or otherwise;
                  or

            (v)   a change or development involving a prospective change in
                  taxation or exchange control (or the implementation of any
                  exchange control) in Hong Kong, the Cayman Islands, the US or
                  the PRC,

            which, in the sole opinion of HSBC (for itself and on behalf of the
            International Placing Underwriters):

            (i)   is or will be, or is likely to be, materially adverse to the
                  general affairs, management, business, financial, trading or
                  other condition or prospects of the Group or to any present or
                  prospective shareholder of the Company in its capacity as
                  such; or

            (ii)  has or will have or is likely to have a material adverse
                  impact on the success of the Global Offering or the level of
                  Offer Shares applied for or accepted or purchased or the
                  distribution of the Offer Shares or dealings in the Shares in
                  the secondary market; or

                                       40
<PAGE>

            (iii) makes it impracticable, inadvisable or inexpedient to proceed
                  with the Public Offer and/or the International Placing on the
                  terms and in the manner contemplated in the Offer Documents,

      then HSBC, in its sole and absolute discretion, may on behalf of the
      International Placing Underwriters, upon giving notice to the Company and
      the Selling Shareholder made pursuant to the provisions of Clause 10.16 on
      or prior to 8:00a.m. on the Force Majeure Expiry Date (with a copy of such
      notice to each of the Selling Shareholder, the Executive Directors and the
      other International Placing Underwriters), terminate this Agreement with
      immediate effect.

9.2   Upon the termination of this Agreement or any obligations of the
      International Placing Underwriters under this Agreement are terminated
      pursuant to the provisions of Clauses 2.1, 3.3.2 or 9.1:

      9.2.1 each of the parties hereto shall cease to have any rights or
            obligations under this Agreement and no party to this Agreement
            shall be under any liability to any other party in respect of this
            Agreement and no party have any claim against any other party to
            this Agreement for costs, damages, compensation or otherwise, save
            in respect of the provisions of this Clause 9 and Clauses 7, 8 and
            10, any antecedent breaches under this Agreement and any rights or
            obligations which may have accrued under this Agreement prior to
            such termination; and

      9.2.2 the Selling Shareholder shall pay to HSBC all fees, costs and
            expenses referred to Clauses 4.2, 4.3 and 4.4 as soon as practicable
            and in any event within 10 Business Days from the date of receipt of
            written demand for payment of the same; and

      9.2.3 the Selling Shareholder shall refund forthwith all payments made by
            or on behalf of any of the International Placing Underwriters (for
            themselves or on behalf of the placees of the International Placing
            Shares) or any of them pursuant to Clause 3.5.8 (to the extent
            received).

10    GENERAL PROVISIONS

10.1  RELEASE

      Any liability to any party under this Agreement may in whole or in part be
      released, compounded or compromised, and time or indulgence may be given,
      by that party (and, where any liability is owed to any International
      Placing Underwriters, by HSBC on behalf of any or all of the International
      Placing Underwriters) in its absolute discretion as regards any person
      under such liability without in any way prejudicing or affecting that
      party's rights against any other person under the same or a similar
      liability, whether joint and several or otherwise.

10.2  REMEDIES AND WAIVERS

      10.2.1 No failure or delay by any party hereto in exercising any right or
             remedy provided by Law under or pursuant to this Agreement shall
             impair such right or remedy or operate or be construed as a waiver
             or variation of it or preclude its exercise at any subsequent time
             and no single or partial exercise of any such right or remedy shall

                                       41
<PAGE>

             preclude any other or further exercise of it or the exercise of any
             other right or remedy.

      10.2.2 The rights, powers and remedies provided in this Agreement are
             cumulative and not exclusive of any rights, powers and remedies
             (whether provided by Law or otherwise).

10.3  SUCCESSORS AND ASSIGNMENT

      10.3.1 This Agreement shall be binding upon, and inure solely to the
             benefit of the parties hereto and their respective heirs,
             executors, administrators, successors and permitted assigns, and no
             other person shall acquire or have any right under or by virtue of
             this Agreement.

      10.3.2 Each of HSBC and the International Placing Underwriters may assign
             or transfer all or any part of the benefits of, or interest or
             right in or under this Agreement.

      10.3.3 Save as provided in Clause 10.3.2, no party hereto may assign or
             transfer all or any part of the benefits of, or interest or right
             in or under this Agreement.

      10.3.4 Obligations under this Agreement shall not be assignable.

10.4  FURTHER ASSURANCE

      Each of the parties hereto undertakes with the other parties hereto that
      it shall execute and perform and procure that there are executed and
      performed such further documents and acts as the other parties hereto may
      reasonably require to give effect to the provisions of this Agreement.

10.5  ENTIRE AGREEMENT AND VARIATION

      10.5.1 Save as otherwise agreed by the relevant parties, this Agreement,
             together with any document referred to herein as being in the
             agreed form, constitutes the entire agreement between the Company,
             the Selling Shareholder, the Executive Directors, HSBC and the
             International Placing Underwriters relating to the underwriting of
             the International Placing to the exclusion of any terms implied by
             Law which may be excluded by contract. Save as otherwise agreed by
             the relevant parties, this Agreement supersedes all previous
             agreements or understandings relating to the underwriting of the
             International Placing which shall cease to have any further force
             or effect and no party hereto has entered into this Agreement in
             reliance upon any representation, warranty, agreement or
             undertaking which is not set out or referred to in this Agreement.

      10.5.2 No party shall have any right of action (except in the case of
             fraud) against any other party to this Agreement arising out of or
             in connection with any representation, warranty, agreement or
             undertaking which is not set out in this Agreement except to the
             extent such representation, warranty, agreement or undertaking is
             repeated in this Agreement or the other documents or agreements
             referred to herein which are incorporated by reference in this
             Agreement.

      10.5.3 No variation of this Agreement shall be valid unless it is in
             writing and signed by or on behalf of each of the parties hereto.
             The expression "VARIATION" shall include any variation, supplement,
             deletion or replacement however effected.

                                       42
<PAGE>

10.6  TIME OF ESSENCE

      Any time, date or period referred to in this Agreement may be extended by
      mutual written agreement between the Company (for itself and for and on
      behalf of the Selling Shareholder and the Executive Directors) and HSBC
      (for itself and for and on behalf of the International Placing
      Underwriters), but as regards any time, date or period originally fixed or
      any time, date or period so extended as aforesaid, time shall be of the
      essence.

10.7  ANNOUNCEMENTS

      10.7.1 Subject to Clause 10.7.2, no announcement or public communication
             concerning this Agreement or the subject matter hereof shall be
             made by any of the parties hereto (and each party shall procure
             that their respective directors, officers and agents shall comply
             with the restrictions of this Clause 10.7) without the prior
             written approval of HSBC.

      10.7.2 Any party hereto may make an announcement or public communication
             concerning this Agreement, the subject matter hereof or any
             ancillary matter hereto if and to the extent:-

             (i)   required by Law; or

             (ii)  required by any Governmental Authority to which such party is
                   subject or submits, wherever situated, including, without
                   limitation, the Stock Exchange and the SFC whether or not the
                   requirement has the force of Law,

             provided that in such case, the relevant party shall first consult
             with HSBC in so far as it is reasonably practicable to do so.

10.8  CONFIDENTIALITY

      10.8.1 Subject to Clause 10.8.2, each party hereto shall, and shall
             procure that their respective directors, officers and agents will,
             treat as strictly confidential all information received or obtained
             as a result of entering into or performing this Agreement which
             relates to:-

             (i) the provisions of this Agreement;

             (ii) the negotiations relating to this Agreement;

             (iii) the subject matter of this Agreement; or

             (iv) the other parties.

      10.8.2 Any party hereto may disclose, or permit its directors, officers
             and agents to disclose, information which would otherwise be
             confidential if and to the extent:-

             (i)   required by Law;

             (ii)  required by any Governmental Authority to which such party is
                   subject or submits, wherever situated, including, without
                   limitation, the Stock Exchange and the SFC whether or not the
                   requirement for information has the force of Law;

             (iii) required to vest the full benefit of this Agreement in such
                   party;

                                       43
<PAGE>

            (iv)  disclosed to the professional advisers and auditors of such
                  party under a duty of confidentiality;

            (v)   the information has come into the public domain through no
                  fault of such party;

            (vi)  the information becomes available to such party on a
                  non-confidential basis from a person not known by such party
                  to be bound by a confidentiality agreement with any of the
                  other parties hereto or to be otherwise prohibited from
                  transmitting the information;

            (vii) the other parties have given prior written approval to the
                  disclosure, such approval not to be unreasonably withheld or
                  delayed; or

           (viii) (where the disclosure is otherwise than by HSBC or its
                  directors, officers or agents) HSBC has given prior written
                  approval to the disclosure.

            provided that in relation to (i), (ii) and (iii) above, such party
            shall first consult with HSBC prior to making such disclosure.

10.9  RIGHTS OF CONTRIBUTION

      The Selling Shareholder and the Executive Directors hereby irrevocably and
      unconditionally:

      10.9.1 (until the Underwriters' claims have become fully satisfied) waives
             any right of contribution or recovery or any claim, demand or
             action it may have or be entitled to take against the Company as a
             result of any Action made or taken against it/him, whether alone or
             jointly with the Company, as the case may be, in consequence of
             its/his entering into this Agreement or otherwise with respect to
             any act or matter relating to the Global Offering; and

      10.9.2 acknowledges and agrees that the Company shall have no liability to
             it whatsoever under the provisions of this Agreement or otherwise
             in respect of any act or matter relating to the Global Offering.

10.10 INVALIDITY

      If at any time any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under the Law of any jurisdiction,
      that shall not affect or impair:-

      10.10.1 the legality, validity or enforceability in that jurisdiction of
              any other provision of this Agreement; or

      10.10.2 the legality, validity or enforceability under the Law of any
              other jurisdiction of that or any other provision of this
              Agreement.

10.11 COUNTERPARTS

      This Agreement may be executed in any number of counterparts, and by the
      parties hereto on separate counterparts, but shall not be effective until
      each party has executed at least one counterpart. Each counterpart when so
      executed and delivered shall be an original, but all of which together
      shall constitute one and the same instrument.

10.12 GOVERNING LAW

                                       44
<PAGE>

      This Agreement shall be governed by and construed in accordance with the
      laws of Hong Kong.

10.13 DISPUTE RESOLUTION

      10.13.1 The parties hereto unconditionally and irrevocably agree that the
              courts of Hong Kong shall have non-exclusive jurisdiction to
              settle any disputes or differences (including claims for set-off
              and counterclaims) arising out of or in connection with this
              Agreement, including any dispute regarding the validity or
              existence of this Agreement (each a "DISPUTE"). Each of the
              parties submits to the non-exclusive jurisdiction of the Hong Kong
              courts in connection therewith and unconditionally and irrevocably
              waives any objection which it may have now or hereafter to the
              laying of any such proceeding in the Hong Kong courts including
              any right to invoke any claim that such proceeding have been
              brought in an inconvenient forum.

      10.13.2 The submission to jurisdiction pursuant to Clause 10.13.1 shall
              not (and shall not be construed so as to) limit the right of any
              of the parties to commence any proceeding against any other party
              in whatsoever jurisdictions shall to it seem fit nor shall the
              taking of any proceeding in any one or more jurisdictions preclude
              the taking of any proceeding in any other jurisdiction, whether
              concurrently or not.

      10.13.3 Notwithstanding Clause 10.13.1, each of the parties hereto
              unconditionally and irrevocably agrees that each of HSBC and/or
              the International Placing Underwriters shall have the option to
              refer any Dispute to be finally resolved by arbitration in
              accordance with this Clause 10.13.3. Upon written notice by HSBC
              and/or the International Placing Underwriters pursuant to this
              Clause 10.13.3, such Dispute shall be referred to and finally
              resolved by arbitration in accordance with the UNCITRAL
              Arbitration Rules (the "RULES") as in force from time to time and
              as may be amended by the rest of this Clause 10.13.

              There shall be three arbitrators. The appointing authority shall
              be the Hong Kong International Arbitration Centre ("HKIAC").

              Where there are multiple parties, whether as claimant or as
              respondent, the multiple claimants, jointly, shall appoint a
              claimants-appointed arbitrator, and the multiple respondents,
              jointly, shall appoint a respondents-appointed arbitrator for the
              purpose of Article 7(1) of the Rules. The claimants-appointed
              arbitrator and the respondents-appointed arbitrator shall then
              choose the third arbitrator who will act as chairman of the
              arbitral tribunal.

              The seat of arbitration shall be Hong Kong, and the arbitration
              shall be administered by HKIAC.

              The governing law of the arbitration proceedings shall be the laws
              of Hong Kong.

              The language to be used in the arbitral proceedings shall be
              English.

              By agreeing to arbitration pursuant to this Clause 10.13.3, the
              parties irrevocably waive their right to any form of appeal,
              review or recourse to any state court or other judicial authority,
              insofar as such waiver may be validly made and to the fullest
              extent permitted by applicable Laws.

              The award shall be given by a majority decision. If there be no
              majority, the award shall be made by the chairman of the arbitral
              tribunal alone.

                                       45
<PAGE>

      10.13.4 Without prejudice to the provisions of Clause 10.13.5 or Clause
              10.13.6, each of the parties unconditionally and irrevocably
              agrees that any writ, judgement or other notice of process shall,
              to the fullest extent permitted by applicable Laws, be validly and
              effectively served on it if delivered to its address referred to
              in this agreement and marked for the attention of the person
              referred to in that Clause or to such other person or address in
              Hong Kong as may be notified by the relevant party (as the case
              may be) to the other parties hereto pursuant to the provisions of
              this agreement.

      10.13.5 The Selling Shareholder irrevocably appoints Mr. Jackie Wah of c/o
              15th Floor, China Merchants Tower, Shun Tak Centre, 168-200
              Connaught Road Central, Hong Kong as its authorised agent for the
              service of process in Hong Kong in connection with this Agreement.
              Service of process upon Mr. Jackie Wah at the above address shall
              be deemed, for all purposes, to be due and effective service, and
              shall be deemed completed whether or not forwarded to or received
              by any such appointer. If for any reason such agent shall cease to
              be the Selling Shareholder's agent for the service of process, the
              Selling Shareholder shall forthwith appoint a new agent for the
              service of process in Hong Kong acceptable to HSBC and deliver to
              each of the other parties hereto a copy of the new agent's
              acceptance of that appointment within 14 days, failing which HSBC
              shall be entitled to appoint such new agent for and on behalf of
              the Selling Shareholder and such appointment shall be effective
              upon the giving notice of such appointment to the Selling
              Shareholder. Nothing in this Agreement shall affect the right to
              serve process in any other manner permitted by Law.

      10.13.6 Where proceedings are commenced by any party in any jurisdiction
              other than Hong Kong pursuant to Clause 10.13.2, upon being given
              notice of such proceedings in writing, the party against whom such
              proceedings have been brought shall immediately appoint an agent
              to accept service of process in that jurisdiction and shall give
              notice to the other party, as the case may be, of the details and
              address for service of such agent.

10.14 IMMUNITY

      To the extent that any party hereto may in any jurisdiction claim for
      itself or its assets immunity from suit, execution, attachment (whether in
      aid of execution, before judgement or otherwise) or other legal process or
      to the extent that in any such jurisdiction there may be attributed to
      itself or its assets such immunity (whether or not claimed), such party
      hereby irrevocably agrees not to claim and irrevocably waives such
      immunity to the full extent permitted by applicable Laws.

10.15 JUDGEMENT CURRENCY INDEMNITY

      The obligation of any party (the "PAYING PARTY") in respect of any sum due
      to any other party shall, notwithstanding any judgement in a currency
      other than Hong Kong dollars, not be discharged until the first Business
      Day, following receipt by the party to receive the payment (the "RECEIVING
      PARTY") (as the case may be) of any sum adjudged to be so due in such
      other currency, on which (and only to the extent that) the receiving party
      (as the case may be) may in accordance with normal banking procedures
      purchase Hong Kong dollars with such other currency. If the Hong Kong
      dollars so purchased are less than the sum originally due to such party
      (as the case may be) hereunder, the paying party agree, as a separate
      obligation and notwithstanding any such judgement, to indemnify the
      receiving

                                       46
<PAGE>

      party (as the case may be) against such loss. If the Hong Kong dollars so
      purchased are greater than the sum originally due to the receiving party
      (as the case may be) hereunder, the receiving party (as the case may be)
      agrees to pay to the paying party an amount equal to the excess of the
      dollars so purchased over the sum originally due to it hereunder.

10.16 NOTICES

      10.16.1 Any notice or other communication given or made under or in
              connection with the matters contemplated by this Agreement shall
              be in writing and shall be in the English language.

      10.16.2 Any such notice or other communication shall be addressed as
              provided in Clause 10.16.3 and, if so addressed, shall be deemed
              to have been duly given or made as follows:-

              (i)   if sent by personal delivery, upon delivery at the address
                    of the relevant party;

              (ii)  if sent by post, on the third Business Day after the date of
                    posting;

              (iii) if sent by facsimile, on receipt of confirmation of
                    transmission.

      10.16.3 The relevant addresses and facsimile numbers of each party hereto
              for the purposes of this Agreement, subject to Clause 10.16.4,
              are:-

<TABLE>
<CAPTION>
    NAME OF PARTY                                       ADDRESS                      FACSIMILE NO.
<S>                                        <C>                                     <C>
Nam Tai Electronic &                       15th Floor, China Merchants Tower       (852) 2263 1223
Electrical Products Limited                Shun Tak Centre
                                           Nos.168-200 Connaught Road
                                           Central
                                           Hong Kong

Attention: Mr. Joseph Hsu

Nam Tai Electronics, Inc.                  15th Floor, China Merchants Tower       (852) 2263 1223
                                           Shun Tak Centre
                                           Nos.168-200 Connaught Road
                                           Central
                                           Hong Kong

Attention: Mr. Jackie Wah

Wong Kuen Ling                             15th Floor, China Merchants Tower       (852) 2253 1223
                                           Shun Tak Centre
                                           Nos.168-200 Connaught Road
                                           Central
                                           Hong Kong
</TABLE>

                                       47
<PAGE>

<TABLE>
<S>                                        <C>                                     <C>
Guy Jean Francois Bindels                  15th Floor, China Merchants Tower       (852) 2263 1223
                                           Shun Tak Centre
                                           Nos.168-200 Connaught Road
                                           Central
                                           Hong Kong

The Hongkong and                           The Hongkong and Shanghai               (852) 2845 5654
Shanghai Banking                           Banking Corporation Limited
Corporation Limited                        Level 15
                                           1 Queen's Road Central
                                           Hong Kong

Attention: Mr. Ronald Tham

The International Placing                  The Hongkong and Shanghai               (852) 2845 5654
Underwriters                               Banking Corporation Limited
c/o The Hongkong and                       Level 15
Shanghai Banking                           1 Queen's Road Central
Corporation Limited                        Hong Kong

Attention: Mr. Ronald Tham
</TABLE>

      10.16.4 A party may notify the other parties to this Agreement of a change
              to its relevant address or facsimile number for the purposes of
              Clause 10.16.3, provided that such notification shall only be
              effective on:-

              (i)   the date specified in the notification as the date on which
                    the change is to take place; or

              (ii)  if no date is specified or the date specified is less than
                    five Business Days after the date on which notice is given,
                    the date falling five Business Days after notice of any such
                    change has been given.

      10.16.5 All references in this Agreement to notices given to or received
              from, consents or requests from or waivers by or consultations
              with the International Placing Underwriters shall be to notices
              given to or received from, consents or requests from or waivers by
              or consultations with HSBC, on behalf of the International Placing
              Underwriters.

      10.16.6 All references in this Agreement to notices given to or received
              from, consents or requests from or waivers by or consultations
              with the Executive Directors and/or the Selling Shareholder (as
              the case may be) shall be to notices given to or

                                       48
<PAGE>

              received from, consents or requests from or waivers by or
              consultations with the Company, on behalf of the Executive
              Directors and/or the Selling Shareholder (as the case may be).

10.17 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

      The respective indemnities, covenants, undertakings, agreements,
      representations, warranties and other statements of the Company, the
      Selling Shareholder and the Executive Directors or any of them as set
      forth in this Agreement or made by or on behalf of any of them pursuant to
      this Agreement, shall remain in full force and effect notwithstanding
      completion of the Global Offering and regardless of any investigation (or
      any statement as to the results thereof) made by or on behalf of any of
      the International Placing Underwriters, any of their respective Affiliates
      or any of their respective representatives, directors, officers, agents,
      employees, advisers. Clauses 4.2, 4.3, 4.4, 7, 8, 10.7, 10.8 and 10.9
      shall survive completion of the Global Offering.

10.18 NO WITHHOLDING BY THE COMPANY, THE SELLING SHAREHOLDER AND THE EXECUTIVE
      DIRECTORS

      All payments by or on behalf of each of the Company, the Selling
      Shareholder and the Executive Directors under or in connection with this
      Agreement (including deductions from the Placing Moneys) shall be paid
      without set-off or counterclaim, and free and clear of and without
      deduction or withholding for or on account of, any present or future
      taxes, levies, imposts, funds, duties, fees, assessments or other charges
      of whatever nature, imposed, levied, collected, withheld or assessed by
      any Governmental Authority or any interest, penalties or similar
      liabilities with respect thereto ("TAXES"). If any Taxes are required by
      law to be deducted or withheld in connection with any such payment, the
      Company the Selling Shareholder and the Executive Directors, as the case
      may be, will increase the amount so paid so that the amount of such
      payment received by the payee is such amount as the payee would have
      received if no such deduction or withholding had been made.

10.19 NO TAXATION IN THE HANDS OF HSBC, THE INTERNATIONAL PLACING UNDERWRITERS
      AND THE INDEMNIFIED PARTIES

      If any sum payable under or in connection with this Agreement to HSBC or
      any of the International Placing Underwriters or any of the Indemnified
      Parties, or any sum payable under Clause 4 (other than under Clauses 4.1
      and 4.2), shall be subject to Taxes in the hands of any of them or taken
      into account as a receipt in computing the taxable profits or losses of
      any of them, the sum payable shall be increased to such sum as will ensure
      that, after payment of any Taxes which would not have arisen but for that
      sum, HSBC or such International Placing Underwriter or such Indemnified
      Party shall be left with a sum equal to the sum that it would have
      received in the absence of such Taxes.

IN WITNESS WHEREOF this Agreement has been entered into the day and year first
before written.

                                       49
<PAGE>

                                   SCHEDULE 1

                     THE INTERNATIONAL PLACING UNDERWRITERS

                  INTERNATIONAL PLACING UNDERWRITING COMMITMENT

<TABLE>
<CAPTION>
                                                                        (III)
      (I)                                                             % OF TOTAL                 (IV)                (V)
    NAME OF                                                            NUMBER OF               NUMBER OF          NUMBER OF
 INTERNATIONAL                                                       INTERNATIONAL           INTERNATIONAL         OVER-
    PLACING                              (II)                           PLACING                PLACING            ALLOTMENT
  UNDERWRITER                          ADDRESS                          SHARES                 SHARES              SHARES
<S>                               <C>                                <C>                     <C>                 <C>
HSBC                              1 Queen's Road                         71                  127,800,000         30,000,000
                                  Central
                                  Hong Kong

BNP Paribas                       36th Floor, Asia Pacific               10                   18,000,000
Peregrine Capital Limited         Finance Tower
                                  3 Garden Road
                                  Central
                                  Hong Kong

Nomura International              30th Floor, Two International          10                   18,000,000
(Hong Kong) Limited               Finance Centre
                                  8 Finance Street
                                  Hong Kong

Cazenove Asia Limited             5001, One Exchange Square               3                    5,400,000
                                  8 Connaught Place, Central
                                  Hong Kong

DBS Asia Capital Limited          16th Floor, Man Yee Building            3                    5,400,000
                                  68 Des Voeux Road
                                  Central
                                  Hong Kong

VC CEF Capital Limited            38th Floor, The Centrium                3                    5,400,000
                                  60 Wyndham Street
                                  Central
                                  Hong Kong
</TABLE>

                                       50
<PAGE>

                                   SCHEDULE 2

                             THE EXECUTIVE DIRECTORS

NAME                              ADDRESS

Wong Kuen Ling                    Flat B, 33rd Floor, Block 11
                                  Tierra Verde
                                  33 Tsing King Road
                                  Tsing Yi
                                  New Territories
                                  Hong Kong

Guy Jean Francois Bindels         Flat C
                                  10th Floor
                                  Tower 12
                                  Parc Oasis
                                  Kowloon Tong
                                  Hong Kong

                                       51
<PAGE>

                                   SCHEDULE 3

                          THE REORGANISATION DOCUMENTS

The documents referred to in paragraph 4 of the section headed "Further
information about the Company" in Appendix V to the Prospectus including the
following:

(a)   Sale & Purchase Agreement dated 30 December 2002 regarding the transfer of
      equipment from NTSZ to Zastron.

(b)   Supplemental agreement dated 26 March 2004 between NTSZ and Zastron.

(c)   Certificate of Incorporation of the Company.

(d)   - First Board Minutes of the Company dated 13 June 2003

      - Register of Members of the Company dated 16 June 2003

(e)   Sale & Purchase Agreement dated 3 July 2003 regarding the transfer of
      interest in NTSZ.

(f)   approval document issued by the Ministry of Commerce of the PRC dated 3
      December 2003 ([2003] 1108).

(g)   Certificate of Approval for Establishment of Enterprises with Investment
      of Taiwan, Hong Kong, Macao and Overseas Chinese in the People's Republic
      of China dated 4 December 2003 ([1998] 0041).

(h)   Business Licence issued by Shenzhen Administration for Industry and
      Commerce to NTSZ dated 11 December 2003.

(i)   Memorandum of Understanding dated 26 March 2004 between NTSZ and NTEEPHK.

(j)   Consultancy Agreement dated 1 October 2003 entered between NTSZ and NTIC.

(k)   Approval document issued by the Macao Trade and Investment Promotion
      Institute regarding the transfer of NTIC from NTE Inc. to the Company.

(l)   Sale & Purchase Agreement dated 24 March 2004 regarding transfer of equity
      in NTIC.

                                       52
<PAGE>

                                   SCHEDULE 4

                       THE CONDITIONS PRECEDENT DOCUMENTS

PART A

1     A certified copy of the resolutions of the shareholders of the Company
      referred to in paragraph 3 of Appendix V to the Prospectus.

2     A certified copy of the resolution(s) of the Directors or a committee of
      the Board of Directors:-

      (i)   approving and authorising execution, delivery and performance of or
            confirming the Underwriting Documents and each of the Operative
            Documents to which the Company is a party together with all other
            agreements and documents necessary for the Global Offering;

      (ii)  approving the listing of the Shares on the Stock Exchange;

      (iii) approving and authorising the issue of the Preliminary Offering
            Circular and the Final Offering Circular on behalf of the Company or
            ratifying the same; and

      (iv)  approving and authorising the issue and the registration with the
            Registrar of Companies in Hong Kong and the filing with the
            Registrar of Companies in the Cayman Islands of the Public Offer
            Documents.

3     A certified copy of the resolutions of the directors of the Selling
      Shareholder, inter alia, approving and authorising execution, delivery and
      performance of or confirming the Underwriting Documents and each of the
      Operative Documents to which it is a party.

4     Certified copies of the Operative Agreements except for the Price
      Determination Agreement.

5     A certified copy of each of the service contracts of the Directors.

6     Certified copies of the responsibility letters, powers of attorney and
      statements of interests signed by all the Directors in forms previously
      agreed by HSBC.

7     Two printed copies of each of the Public Offer Documents each duly signed
      by two Directors or their respective duly authorised agents and, if signed
      by their respective duly authorised agents, certified copies of the
      relevant authorisation document.

8     The Verification Notes signed by or on behalf of each person to whom
      responsibility is therein assigned (other than HSBC and its legal
      advisers).

9     One signed original or certified copy of the accountants' report dated the
      Prospectus Date by the Reporting Accountants, the text of which is
      contained in Appendix I to the Prospectus.

10    One signed original of the statement of adjustments and letter relating
      thereto both dated the Prospectus Date produced by the Reporting
      Accountants.

11    One signed original or certified copy of the letter with the valuation
      certificate(s) dated the Prospectus Date from the Property Valuers to the
      Directors in connection with the valuation of the property interests of
      the Group as at 29 February 2004, the text of which is contained in
      Appendix III to the Prospectus.

                                       53
<PAGE>

12    One signed original of each of the letters dated the Prospectus Date from
      the Reporting Accountants to the Directors and HSBC (as sponsor and on
      behalf of the Public Offer Underwriters) confirming the indebtedness
      statement contained in the Prospectus, commenting on the statement
      contained in the Prospectus as to the sufficiency of working capital and
      commenting on the other financial information set out in the Prospectus,
      such letters to be in form and substance previously agreed by the
      Reporting Accountants with the Company and HSBC on behalf of the Public
      Offer Underwriters.

13    One signed original or a certified copy of each of the letters dated the
      Prospectus Date referred to in the paragraph headed "Consents of experts"
      in Appendix V to the Prospectus containing consents to the issue of the
      Prospectus with the inclusion of references to their respective names, and
      where relevant, their reports and letters in the form and context in which
      they are included.

14    A letter from Johnson Stokes & Master to the International Placing
      Underwriters confirming that a copy of each of the documents specified in
      Appendix VI to the Prospectus have been delivered to the Registrar of
      Companies in Hong Kong as required by section 342C of the Companies
      Ordinance.

15    A certified copy of the written confirmation issued by the Registrar of
      Companies in Hong Kong confirming registration of the Prospectus as
      required by section 342C of the Companies Ordinance.

16    A certified copy of the Articles of Association of the Company which were
      conditionally adopted by the sole shareholder of the Company at a special
      general meeting which was held on 8 April 2004.

17    A certified copy of each of the material contracts referred to in
      sub-paragraphs B(1) of the paragraph headed "Summary of material
      contracts" in Appendix V to the Prospectus (other than the Public Offer
      Documents and material contracts which are Operative Agreements).

18    One executed original of the Deed Poll.

19    A certified copy of each of the following:

      (i)   the translation certificate issued by the translators in respect of
            the Prospectus;

      (ii)  the certificate of registration of the Company under Part XI of the
            Companies Ordinance.

20    One signed original of the executed comfort letter dated as of the date
      hereof, issued by the Reporting Accountants confirming the financial
      information with respect to the Company set forth in the Preliminary
      Offering Circular (in form and substance satisfactory to HSBC).

21    Certified copies of powers of attorney or authorities under which any of
      the Conditions Precedent Documents (other than those material contracts
      referred to in paragraph 17 above) are executed.

PART B

In respect of the Placing Closing:

1     One signed original of the comfort letter dated as of the Placing Closing
      Date in form and substance satisfactory to HSBC, issued by the Reporting
      Accountants.

                                       54
<PAGE>

2     One signed original of the legal opinion, dated as of the date immediately
      before Placing Closing Date, from Conyers Dill & Pearman, Cayman, as to
      Cayman Islands laws in form as previously agreed by HSBC.

3     One signed original of the legal opinion, dated as of the Placing Closing
      Date, from Guangdong Jingtian Law Firm, as to PRC law, in form as
      previously agreed by HSBC.

4     One signed original of the legal opinion, dated as of the Placing Closing
      Date, from Jingtian & Gongcheng, as to PRC law, in form and substance
      satisfactory to HSBC.

5     One signed original of the legal opinion, dated as of the Placing Closing
      Date, from Artur Dos Santos Robarts, as to Macao law, in form as
      previously agreed by HSBC.

6     One signed original of the legal opinion, dated as of the date immediately
      before Placing Closing Date, from Johnson Stokes & Master, as to Hong Kong
      law, in form as previously agreed by HSBC.

7     One signed original of the legal opinion, dated as of the date immediately
      before Placing Closing Date, from McW. Todman & Co, as to British Virgin
      Islands law, in form as previously agreed by HSBC.

8     One signed original of the "10b-5" disclosure letter, dated as of the
      Placing Closing Date, issued by Linklaters in form and substance
      satisfactory to HSBC.

9     A certificate dated as of the Placing Closing Date, in substance and form
      satisfactory to HSBC, signed by a duly authorised officer of and on behalf
      of each of the Company and the Selling Shareholder and by each of the
      Executive Directors confirming (i) that such authorised officer has
      carefully reviewed the Final Offering Circular and, to the best of such
      officer's knowledge, the representation set forth in Clause 13.6 of
      Schedule 7 is true and correct; (ii) that the representations and
      warranties of the Company and the Selling Shareholder and the Executive
      Directors are true and correct in all material respects as of the Placing
      Closing Date, (iii) that the Company, Selling Shareholder and the
      Executive Directors have performed all of their respective obligations and
      satisfied all of the conditions required to be performed or satisfied
      under this Agreement at or prior to the Placing Closing Date; (iv) that to
      the best of such officer's knowledge there has not occurred any
      termination events which would have such material adverse impact as set
      out in Clause 9.1; (v) that subsequent to the date of the most recent
      financial statements of the Company in the Final Offering Circular, there
      has been no material adverse change, nor any development or event
      involving a prospective material adverse change, in the condition
      (financial or other), business, properties or results of operations of the
      Company and its subsidiaries taken as a whole, except as set forth in or
      contemplated by the Final Offering Circular or as described in such
      certificate; and (vi) as to such other matters as HSBC may reasonably
      request in writing 2 Business Days before the Placing Closing Date.

10    A certified copy/copies of the resolutions of the board committee of the
      Company and the Selling Shareholder relating to the Placing Closing (in
      forms satisfactory to HSBC).

In respect of each Option Closing:

11    One signed original of the bring down comfort letter dated as of the
      Option Closing Date in form and substance satisfactory to HSBC, issued by
      the Reporting Accountants.

                                       1

<PAGE>

12    One signed original of the bring down legal opinion, dated as of the
      Option Closing Date, from Conyers Dill & Pearman, Cayman, as to Cayman
      Islands laws in form and substance satisfactory to HSBC.

      [COMMENT: items 13-17 are the same as items 3-7]

13    One signed original of the bring down "10b-5" disclosure letter, dated as
      of the Option Closing Date, issued by Linklaters in form and substance
      satisfactory to HSBC.

14    A certificate dated as of the Option Closing Date, in substance and form
      satisfactory to HSBC, signed by a duly authorised officer of and on behalf
      of each of the Company and the Selling Shareholder and by each of the
      Executive Directors confirming the matters as set out in paragraph 8 of
      Part B of this Schedule. For the purpose of this paragraph 17, all
      references to the Placing Closing Date in paragraph 8 of Part B shall be
      deemed to be references to the relevant Option Closing Date.

15    A certified copy/copies of the resolutions of the board committee of the
      Company and the Selling Shareholder relating to the Option Closing (in
      forms satisfactory to HSBC).

                                       2

<PAGE>

                                   SCHEDULE 5

                                FORM OF DEED POLL

THIS DEED POLL is made on [-] 2004 by Nam Tai Electronic & Electrical Products
Limited, a limited company incorporated under the laws of the Cayman Islands,
whose registered office is at Century Yard, Cricket Square, Hutchins Drive, P.O.
Box 2681 GT, George Town, Grand Cayman, British West Indies (the "COMPANY").

WHEREAS:-

(A)   The Company has entered into a placing and underwriting agreement dated
      [22] April 2004 (the "AGREEMENT") with, inter alia, The Hongkong and
      Shanghai Banking Corporation Limited ("HSBC") relating to the shares of
      the Company to be sold by Nam Tai Electronics, Inc. in connection with the
      Global Offering described in the Agreement.

(B)   In order to ensure compliance with Rule 144A under the United States
      Securities Act of 1933 (the "US SECURITIES ACT") in connection with
      resales of its Shares, the Company intends to comply with the information
      delivery requirements of Rule 144A(d)(4) under the US Securities Act.

NOW THIS DEED WITNESSETH AS FOLLOWS and is made by way of deed poll:-

1     The following expressions shall have the following meanings:

      "SHARE" means a share of nominal value HK$0.01 in the capital of the
      Company;

      "PROSPECTIVE PURCHASER" means a prospective purchaser of Shares designated
      to the Company as such by a Shareholder; and

      "SHAREHOLDER" means the person recorded in the Company's register of
      members as a holder for the time being of the Shares or any person having
      a beneficial interest in the Shares.

2     The Company hereby undertakes that, for so long as any Shares are
      "restricted securities" within the meaning of Rule 144(a)(3) under the US
      Securities Act, the Company will, during any period in which it is neither
      subject to Section 13 or 15(d) of the United States Securities Exchange
      Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b)
      thereunder, provide to any holder or beneficial owner of such restricted
      securities or to any prospective purchaser of such restricted securities
      designated by such holder or beneficial owner, upon the request of such
      holder, beneficial owner or prospective purchaser, the information
      required to be provided by Rule 144A(d)(4) under the US Securities Act.

3     This Deed Poll shall be governed by and construed in accordance with the
      laws of the Hong Kong Special Administrative Region of the People's
      Republic of China ("HONG KONG").

4     Any suit, action or proceeding ("PROCEEDING") in relation to any dispute
      arising out of or in connection with this Deed Poll may be brought in the
      Hong Kong courts and the Company submits to the non-exclusive jurisdiction
      of such courts in connection therewith. The Company unconditionally and
      irrevocably waives any objection which it may have now or hereafter to the
      laying of any such Proceeding in the Hong Kong courts including any right
      to invoke any claim that such Proceeding have been brought in an
      inconvenient forum. The foregoing submission to jurisdiction shall not
      (and shall not be construed so as to) limit the right to commence any
      Proceeding in any other jurisdictions nor shall the taking of any

                                       3
<PAGE>

      Proceeding in any one or more jurisdictions preclude the taking of any
      Proceeding in any other jurisdiction, whether concurrently or not. To the
      extent that the Company may in any jurisdiction claim for itself or its
      assets immunity from suit, execution, attachment (whether in aid of
      execution, before judgement or otherwise) or other legal process or to the
      extent that in any such jurisdiction there may be attributed to itself or
      its assets such immunity (whether or not claimed), the Company hereby
      irrevocably agrees not to claim and irrevocably waives such immunity to
      the full extent permitted by applicable laws. If, for any reason the
      Company does not have an agent to receive service of process in Hong Kong,
      it will promptly appoint a substitute process agent and notify HSBC of
      such appointment.

IN WITNESS whereof this deed poll has been executed as a deed on the date stated
above.

SEALED with the Seal of
NAM TAI ELECTRONIC & ELECTRICAL    }
PRODUCTS LIMITED
and SIGNED by

Director

Director/Company Secretary

in the presence of:

Witness:

                                       4

<PAGE>

                                   SCHEDULE 6

                     PROFESSIONAL INVESTOR TREATMENT NOTICE

1     You are a Professional Investor by reason of your being within a category
      of person described in the Securities and Futures (Professional Investor)
      Rules as follows:

1.1   a trust corporation having been entrusted with total assets of not less
      than HK$40 million (or equivalent) as stated in its latest audited
      financial statements prepared within the last 16 months, or in the latest
      audited financial statements prepared within the last 16 months of the
      relevant trust or trusts of which it is trustee, or in custodian
      statements issued to the trust corporation in respect of the trust(s)
      within the last 12 months;

1.2   a high net worth individual having, alone or with associates on a joint
      account, a portfolio of at least HK$8 million (or equivalent) in
      securities and/or currency deposits, as stated in a certificate from an
      auditor or professional accountant or in custodian statements issued to
      the individual within the last 12 months;

1.3   a corporation the sole business of which is to hold investments and which
      is wholly owned by an individual who, alone or with associates on a joint
      account, falls within paragraph 1.2 above; and

1.4   a high net worth corporation or partnership having total assets of at
      least HK$40 million (or equivalent) or a portfolio of at least HK$8
      million (or equivalent) in securities and/or currency deposits, as stated
      in its latest audited financial statements prepared within the last 16
      months or in custodian statements issued to the corporation or partnership
      within the last 12 months.

      HSBC has categorised you as a Professional Investor based on information
      you have given us. You will inform us promptly in the event any such
      information ceases to be true and accurate. You will be treated as a
      Professional Investor in relation to all investment products and markets.

2     As a consequence of categorisation as a Professional Investor, HSBC is not
      required to fulfil certain requirements under the Code of Conduct for
      Persons Licensed by or Registered with the Securities and Futures
      Commission (the "CODE") and other Hong Kong regulations. While HSBC may in
      fact do some or all of the following in providing services to you, HSBC
      has no regulatory responsibility to do so.

2.1   Client agreement

      HSBC is not required to enter into a written agreement complying with the
      Code relating to the services that are to be provided to you.

2.2   Risk disclosures

      HSBC is not required by the Code to provide you with written risk warnings
      in respect of the risks involved in any transactions entered into with
      you, or to bring those risks to your attention.

2.3   Information about HSBC

      HSBC is not required to provide you with information about its business or
      the identity and status of employees and others acting on its behalf with
      whom you will have contact.

                                       5

<PAGE>

2.4   Prompt confirmation

      HSBC is not required by the Code to promptly confirm the essential
      features of a transaction after effecting a transaction for you.

2.5   Information about clients

      HSBC is not required to establish your financial situation, investment
      experience or investment objectives, except where HSBC is providing advice
      on corporate finance work.

2.6   Nasdaq - Amex Pilot Program

      If you wish to deal through the Stock Exchange in securities admitted to
      trading on the Stock Exchange under the Nasdaq-Amex Pilot Program, HSBC is
      not required to provide you with documentation on that program.

2.7   Suitability

      HSBC is not required to ensure that a recommendation or solicitation is
      suitable for you in the light of your financial situation, investment
      experience and investment objectives.

3     You have the right to withdraw from being treated as a Professional
      Investor at any time in respect of all or any investment products or
      markets on giving written notice to the Compliance Department of HSBC.

4     By entering into this Agreement, you represent and warrant to HSBC that
      you are knowledgeable and have sufficient expertise in the products and
      markets that you are dealing in and are aware of the risks in trading in
      the products and markets that you are dealing in.

5     By entering into this Agreement, you hereby agree and acknowledge that you
      have read and understood and have had explained to you the consequences of
      consenting to being treated as a Professional Investor and the right to
      withdraw from being treated as such as set out herein and that you hereby
      consent to being treated as a Professional Investor.

6     By entering into this Agreement, you hereby agree and acknowledge that
      HSBC will not provide you with any contract notes, statements of account
      or receipts under the Hong Kong Securities and Futures (Contract Notes,
      Statements of Account and Receipts) Rules where such would otherwise be
      required.

                                       6

<PAGE>

                                   SCHEDULE 7

                                 THE WARRANTIES

PART 1

1     CAPACITY AND AUTHORITY

1.1   Each of the Warrantors has the requisite power and authority to enter into
      and perform its obligations under each of this Agreement and each of the
      Operative Documents to which it is a party.

1.2   This Agreement and each of Operative Documents to which the Warrantors or
      any one of them is a party and any other document required to be executed
      by the Warrantors or any one of them pursuant to the provisions of this
      Agreement or the Operative Documents constitute or will, when executed and
      delivered, constitute valid and binding obligations of the Warrantors
      enforceable in accordance with their respective terms.

1.3   The execution and delivery of, and the performance by each of the
      Warrantors of its obligations under this Agreement or any of the Operative
      Documents to which it is a party do not and will not, and each such
      document does not and will not:

      1.3.1 result in a breach of any provision of the memorandum or articles of
            association or bye-laws (or equivalent constitutive documents) of
            the Warrantors or any member of the Group; or

      1.3.2 result in a breach of, or constitute a default under, any indenture,
            mortgage, charge, trust, lease, agreement, instrument or obligation
            to which any member of the Group or any of the Warrantors is a party
            or by which any member of the Group or any of the Warrantors or any
            of their respective assets is bound;

      1.3.3 result in a breach of any Laws to which any member of the Group or
            any of the Warrantors is subject or by which any member of the Group
            or any of the Warrantors or any of their respective assets is bound;

      1.3.4 except as disclosed in the Prospectus, the Preliminary Offering
            Circular and the Final Offering Circular, require any Approval from
            any Government Authority or the sanction or consent of its
            shareholders; or

      1.3.5 result in the creation or imposition of any Encumbrance or other
            restriction upon any assets of any member of the Group.

1.4   Each member of the Group has been duly incorporated and is validly
      existing under the laws of the jurisdiction in which it is established and
      is capable of suing and being sued.

1.5   Each member of the Group has the legal right and authority to own, use,
      lease and operate its assets and to conduct its business in the manner
      presently conducted.

1.6   Neither the Company nor any of the Subsidiaries is in violation of any of
      its respective constitutive documents.

1.7   None of the Warrantors or any of the Subsidiaries has taken any action nor
      have any steps been taken or legal, legislative or administrative
      proceedings been started or threatened (i) to wind up, dissolve, make
      dormant, or eliminate the Company or (as the case may be) the Selling
      Shareholder or (as the case may be) any of the Subsidiaries, or (ii) to
      withdraw, revoke or cancel any Approval to conduct business of any member
      of the Group.

                                       7

<PAGE>

2     THE REORGANISATION

2.1   Each step of the Reorganisation was effected in compliance with all
      applicable Laws of all appropriate jurisdictions.

2.2   Neither the Reorganisation (or its implementation) nor any of the
      Reorganisation Documents:

      2.2.1 resulted or will result in a breach of any of the terms or
            provisions of, or in the case of the Company, its Articles of
            Association (or its articles of association at the time) or, in the
            case of any Subsidiary, its constituent documents; or

      2.2.2 resulted or will result in a breach of, or constituted or will
            constitute a default under, any indenture, mortgage, charge, trust,
            lease, agreement, instrument or obligation to which the Company or
            any Subsidiary was or is a party or by which the Company or any
            Subsidiary or any of their respective assets was or is bound; or

      2.2.3 resulted or will result in a breach of any Laws to which the Company
            or any Subsidiary was or is subject or by which the Company or any
            Subsidiary or any of their respective assets was or is bound; or

      2.2.4 resulted or will result in the creation or imposition of any
            Encumbrance or other restriction upon any assets of any member of
            the Group; or

      2.2.5 has rendered or will render the Company or any of the Subsidiaries
            liable to any additional tax, duty, charge, impost or levy of any
            amount which has not been provided for in the accounts based upon
            which the accountants' report was prepared by the Reporting
            Accountants and set out in Appendix I to the Prospectus, or in the
            Deed of Indemnity or otherwise described in the Prospectus, the
            Preliminary Offering Circular and the Final Offering Circular.

2.3   All Approvals required in connection with the Reorganisation have been
      obtained and are in full force and effect and no Approval is subject to
      any condition precedent which has not been fulfilled or performed.

2.4   There are no legal or administrative or other proceedings pending anywhere
      challenging the effectiveness or validity of the Reorganisation or any of
      the Reorganisation Documents and, to the best knowledge, information,
      belief and awareness of the Warrantors, no such proceedings are threatened
      or contemplated by any Governmental Authority or by any other person.

3     THE GLOBAL OFFERING

3.1   The details of the authorised and issued share capital of the Company and
      the Subsidiaries set out in the Prospectus, the Preliminary Offering
      Circular and the Final Offering Circular are true and accurate in all
      respects.

3.2   There are no outstanding securities convertible into or exchangeable for,
      or warrants, rights or options to purchase from the Company, or subscribe
      for, or obligations of the Company to issue or sell, or pre-emptive or
      other rights to subscribe or acquire, shares or securities in any member
      of the Group.

3.3   The Offer Shares conform to the description thereof contained in the
      Prospectus, the Preliminary Offering Circular and the Final Offering
      Circular and such description is true and correct in all respects.

                                       8

<PAGE>

3.4   The Company has obtained an approval in principle for the listing of, and
      permission to deal in, the shares of the Company in issue or to be issued,
      as described in the Prospectus, the Preliminary Offering Circular and the
      Final Offering Circular, on the Stock Exchange.

3.5   The performance by the Company and the Selling Shareholder of their
      respective obligations under the Global Offering; the sale and transfer of
      the Offer Shares; and the issue, publication, distribution or making
      available of the Public Offer Documents, the Formal Notice, the
      Preliminary Offering Circular and the Final Offering Circular have been
      duly authorised and do not and will not:-

      3.5.1 result in a violation or breach of any provision of the Articles of
            Association; or

      3.5.2 result in a breach of, or constitute a default under, any indenture,
            mortgage, charge, trust, lease, agreement or other instrument to
            which any member of the Group is a party or by which any member of
            the Group or any of its assets is bound; or

      3.5.3 result in a breach of any Laws to which any member of the Group is a
            party or is subject or by which any member of the Group or any of
            their respective assets is bound; or

      3.5.4 except as disclosed in the Prospectus, the Preliminary Offering
            Circular and the Final Offering Circular, require any Approval from
            any Governmental Authority or, in the case of the Company, the
            sanction or consent of its shareholders; or

      3.5.5 result in the creation or imposition of any Encumbrance or other
            restriction upon any assets of any member of the Group.

3.6   All Approvals required for the performance by the Company and the Selling
      Shareholder of their respective obligations under the Global Offering; the
      sale and transfer of the Offer Shares; and the issue, publication,
      distribution or making available of each of the Public Offer Documents,
      the Formal Notice, the Preliminary Offering Circular and the Final
      Offering Circular have been or will (prior to the Prospectus Date) be
      irrevocably and unconditionally obtained and are in full force and effect.

3.7   All of the Offer Shares:

      3.7.1 are fully paid up;

      3.7.2 have not been issued in violation of or subject to any right of
            pre-emptive right, right of first refusal or similar rights; and

      3.7.3 are freely transferable by the Selling Shareholder and there are no
            restrictions on subsequent transfers of the Offer Shares under the
            Laws of the Cayman Islands.

3.8   No holder of Shares is or will be subject to any liability regarding the
      Company arising out of his holding of Shares (except to the extent of the
      amount payable for such Shares on purchase under the terms of the Global
      Offering).

3.9   There are no limitations on the rights of holders of Shares to hold or
      vote or transfer their shares.

3.10  All dividends and other distributions declared and payable on the shares
      of capital stock of the Company may under the current laws and regulations
      of the Cayman Islands be paid to the shareholders of the Company in Hong
      Kong dollars, and may be converted into

                                        9

<PAGE>

      foreign currency that may be freely transferred out of the Cayman Islands
      and all such dividends and other distributions will not be subject to
      withholding or other taxes under the laws and regulations of the Cayman
      Islands and are otherwise free and clear of any other tax, withholding or
      deduction in the Cayman Islands and may be so paid without the necessity
      of obtaining any Approval from any Governmental Authority in the Cayman
      Islands.

3.11  None of the Warrantors nor any of their respective affiliates, agents and
      (where applicable) subsidiaries, nor any person acting on its or their
      behalf, has taken or will take or caused or authorised or will cause or
      authorise any other person to take, directly or indirectly, any
      stabilizing action or any action designed to or which constitutes or which
      cause or to result in, or that has constituted or which might reasonably
      be expected to cause or result in, the stabilization or manipulation, in
      violation of applicable Laws, of the price of any security of the Company,
      provided that the granting of the Over-allotment Option shall not
      constitute a breach of this paragraph 3.11.

4     THE ACCOUNTS

4.1   The audited combined results of the Group for each of the three years
      ended the Accounts Date and the audited combined net assets of the Group
      as at the Accounts Date contained in the accountants' report prepared by
      the Reporting Accountants and set out in Appendix I to the Final Offering
      Circular have been prepared in accordance with generally accepted Hong
      Kong accounting principles, standards and practices so as to give a true
      and fair view of the combined net assets of the Group at the Accounts Date
      and of the results of the Group for the accounting reference period of
      three years ending on the Accounts Date and:

      4.1.1 such accounts are accurate in all respects, make due provision for
            any bad or doubtful debts and make appropriate provision for (or
            contain a note in accordance with good accounting practice
            respecting) all deferred or contingent liabilities, whether
            liquidated or unliquidated at the date thereof;

      4.1.2 depreciation of fixed assets has been made at rates sufficient to
            spread the cost over their respective estimated useful lives to the
            Group; and

      4.1.3 the profits and losses shown by such accounts and the trend of
            profits thereby shown have not been affected by any unusual or
            exceptional item or by any other matter which has rendered such
            profits or losses unusually high or low.

4.2   The unaudited management accounts of the Group for the 2 months ended 29
      February 2004 have been prepared in accordance with generally accepted
      Hong Kong accounting principles, standards and practices so as to give a
      true and fair view of the state of affairs of the Group as at 29 February
      2004 and of the results of the Group for the accounting reference period
      of 2 months ended 29 February 2004 and:

      4.2.1 such accounts, make proper provision for any bad or doubtful debts
            and make appropriate provision for (or contain a note in accordance
            with good accounting practice respecting) all deferred or contingent
            liabilities, whether liquidated or unliquidated at the date thereof;

      4.2.2 depreciation of fixed assets has been made at rates sufficient to
            spread the cost over their respective estimated useful lives to the
            Group; and

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<PAGE>

      4.2.3 the profits and losses shown by such accounts and the trend of
            profits thereby shown have not been affected by any unusual or
            exceptional item or by any other matter which has rendered such
            profits or losses unusually high or low.

4.3   The Reporting Accountants, who have certified certain financial statements
      of the Company and its Subsidiaries, are qualified independent
      professional accountants as required by the Listing Rules, the Companies
      Ordinance, the Professional Accountants Ordinance, and the rules and
      regulations thereunder.

5     CHANGES SINCE THE ACCOUNTS DATE

5.1   Since the Accounts Date:

      5.1.1 each member of the Group has carried on and will carry on business
            in the ordinary and usual course so as to maintain it as a going
            concern and in the same manner as previously carried on and since
            such date has not entered into any contract, transaction or
            commitment outside the ordinary course of business or of an unusual
            or onerous nature;

      5.1.2 there has been no material adverse change, or any development
            involving a prospective material adverse change, in the general
            affairs, management, financial condition or prospects of the said
            business or the earnings, business affairs or net asset value of the
            said business or of the Group taken as a whole as compared with the
            position or prospects disclosed by the audited combined net assets
            of the Group referred to in paragraph 4.1 above and there has been
            no damage, destruction or loss (whether or not covered by insurance)
            affecting the said business or its assets;

      5.1.3 each member of the Group has continued to pay its creditors in the
            ordinary course of business;

      5.1.4 save as disclosed in the Prospectus, the Preliminary Offering
            Circular and the Final Offering Circular, no member of the Group has
            acquired, sold, transferred or otherwise disposed of any assets of
            whatsoever nature or cancelled or waived or released or discounted
            in whole or in part any debts or claims, except in each case in the
            ordinary course of business;

      5.1.5 save as disclosed in the Prospectus, the Preliminary Offering
            Circular and the Final Offering circular, no member of the Group has
            purchased or reduced any of its share capital, nor declared, paid or
            made any dividend or distribution of any kind on any class of
            shares; and

      5.1.6 no member of the Group has taken on or become subject to any
            material contingent liability.

6     FINANCIAL REPORTING PROCEDURES

      The Directors have established procedures which provide a reasonable basis
      for them to make proper judgements as to the financial position and
      prospects of the Group, taken as a whole, and the Group maintains a system
      of internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorisations; (ii) transactions are recorded as necessary to
      permit preparation of complete and accurate returns and reports to
      regulatory bodies as and when required by them and financial statements in
      accordance with the relevant generally accepted accounting principles and
      applicable accounting requirements;

                                       11
<PAGE>

      (iii) access to assets is permitted only in accordance with management's
      general or specific authorisation; and (iv) the recorded accountability
      for assets is compared with existing assets at reasonable intervals and
      appropriate actions taken with respect to any differences. The Group's
      current management information and accounting control system has been in
      operation for at least three years (or since incorporation, whichever is
      shorter) during which none of them has experienced any difficulties with
      regard to (i) through (iv) above or with regard to ascertaining at any
      point in time the differences in real time between budgeted and actual
      expenses.

7     ACCOUNTING AND OTHER RECORDS

      The statutory books, books of account and other records of whatsoever kind
      of each member of the Group are up-to-date and contain complete and
      accurate records required by Law to be dealt with in such books and no
      notice or allegation that any is incorrect or should be rectified has been
      received. All accounts, documents and returns required by Law to be
      delivered or made to the Registrar of Companies in Hong Kong and the
      Cayman Islands or any other authority have been duly and correctly
      delivered or made.

8     CAPITAL AND CONTRACTUAL COMMITMENTS

8.1   No member of the Group has any capital commitment or any guarantee or
      other contingent liabilities.

8.2   No member of the Group is, or has been, party to any unusual, long-term or
      onerous commitments, contracts or arrangements not wholly on an arm's
      length basis in the ordinary and usual course of business. For these
      purposes, a long-term contract, commitment or arrangement is one which is
      unlikely to have been fully performed in accordance with its terms more
      than six months after the date it was entered into or undertaken or is
      incapable of termination by the relevant member of the Group on six
      months' notice or less.

8.3   No member of the Group is party to any agency, distributorship, marketing,
      purchasing, manufacturing or licensing agreement or arrangement or any
      agreement or arrangement which restricts its freedom to carry on its
      business in any part of the world in such manner as it thinks fit.

8.4   All the contracts and all leases, tenancies, licences, concessions and
      agreements of whatsoever nature to which any member of the Group is a
      party are valid, binding and enforceable obligations of the parties
      thereto and the material terms thereof have been complied with by the
      relevant member of the Group and by all the other parties thereto and
      there are no grounds for rescission, avoidance or repudiation of any of
      the contracts or such leases, tenancies, licences, concessions or
      agreements and no notice of termination or of intention to terminate has
      been received in respect of any thereof.

9     LITIGATION AND OTHER PROCEEDINGS

9.1   Save as disclosed in the Prospectus, the Preliminary Offering Circular and
      the Final Offering Circular, no litigation, arbitration or governmental
      proceedings or investigations directly or indirectly involving any member
      of the Group or involving or affecting any of the directors of any member
      of the Group or any member of the Group is in progress or, to the best
      knowledge, information, belief and awareness of the Warrantors, or any of
      them, is threatened or pending and to the best knowledge, information,
      belief and awareness of the Warrantors after due and careful enquiry,
      there are no circumstances likely to give rise to any such litigation,
      arbitration or governmental proceedings or investigations.

                                       12

<PAGE>

9.2   No member of the Group which is a party to a joint venture or
      shareholders' agreement is in dispute with the other parties to such joint
      venture or shareholders' agreement and to the best knowledge, information,
      belief and awareness of the Warrantors after due and careful enquiry,
      there are no circumstances which may give rise to any dispute or affect
      the relevant member's relationship with such other parties which might be
      expected to have a material adverse effect on such joint venture or
      company or its business or finances.

10    INDEBTEDNESS/DEFAULT

10.1  Save as disclosed in the Prospectus, the Preliminary Offering Circular and
      the Final Offering Circular, no member of the Group has any outstanding
      liabilities, term loans, other borrowings or indebtedness in the nature of
      borrowings, including bank overdrafts and loans, debt securities or
      similar indebtedness, hire purchase commitments or any mortgages and
      charges.

10.2  No outstanding indebtedness of any member of the Group which is material
      taken in the context of the Group as a whole has become repayable before
      its stated maturity, nor has any security in respect of such indebtedness
      become enforceable by reason of default by any member of the Group

10.3  No person to whom any indebtedness of any member of the Group, which is
      material taken in the context of the Group as a whole and which is
      repayable on demand, is owed has demanded or threatened to demand
      repayment of, or to take steps to enforce any security for, the same.

10.4  No circumstance has arisen such that any person is now entitled to require
      payment of any indebtedness or under any guarantee of any liability of any
      member of the Group which is material taken in the context of the Group as
      a whole by reason of default by any such member or any other person or any
      guarantee given by any member of the Group which is material taken in the
      context of the Group as a whole.

10.5  No event has occurred and is subsisting or, to the best knowledge,
      information, belief and awareness of the Warrantors, is about to occur
      which constitutes or would (whether with the expiry of any applicable
      grace period or the fulfilment of any condition or the giving of any
      notice or the compliance with any other formality or otherwise) constitute
      a default under, or result in the acceleration by reason of default of,
      any obligations under any agreement, undertaking, instrument or
      arrangement to which any member of the Group is a party or by which any of
      them or their respective revenues or assets are bound.

10.6  The amounts borrowed by each member of the Group do not exceed any
      limitation on its borrowing contained in its articles of association or
      bye-laws (or equivalent constituent documents), any debenture or other
      deed or document binding upon it and except in the ordinary course of
      business, no member of the Group has factored any of its debts, or engaged
      in financing of a type which would not be required to be shown or
      reflected in its audited accounts.

10.7  All the Group's borrowing facilities have been duly executed and are in
      full force and effect. All undrawn amounts under such borrowing facilities
      are or will be capable of drawdown. No event has occurred and no
      circumstances exist which could cause any undrawn amounts under any such
      borrowing facilities to be unavailable for drawing as required.

10.8  No event has occurred and no circumstances exist in relation to any
      government, regional, state or local authority investment grants, loan
      subsidies or financial assistance received by or pledged to any member of
      the Group in consequence of which any of the member of

                                       13

<PAGE>

      the Group is or may be held liable to forfeit or repay in whole or in part
      any such grant or loan.

11    ARRANGEMENTS WITH RELATED PARTIES

11.1  No indebtedness (actual or contingent) and no contract or arrangement is
      outstanding between any member of the Group and any director of any member
      of the Group or any of his associates (as defined in the Listing Rules).

11.2  Save as disclosed in the Prospectus, the Preliminary Offering Circular and
      the Final Offering Circular or for such transactions as may be entered
      into by the Company pursuant to any of the Operative Documents, no
      indebtedness (actual or contingent) and no contract or arrangement is
      outstanding between any member of the Group and the Warrantors (excluding
      the Company) or any of them or any company (excluding the members of the
      Group) or undertaking which is owned or controlled by the Warrantors
      (excluding the Company) or any of them (whether by way of shareholding or
      otherwise).

11.3  None of the Warrantors (excluding the Company) nor any of their respective
      associates (as defined in the Listing Rules), either alone or in
      conjunction with or on behalf of any other person, is engaged in any
      business of any member of the Group or any business similar to or in
      competition with the business of any member of the Group to the extent
      that there could be a conflict of interests between the Warrantors
      (excluding the Company) or any of their respective associates (as defined
      in the Listing Rules) and the general body of shareholders of the Company,
      nor are any of the Warrantors (excluding the Company) or their respective
      associates (as defined in the Listing Rules) interested, directly or
      indirectly, in any assets which have since the date two years immediately
      preceding the Prospectus Date been acquired or disposed of by or leased to
      any member of the Group.

11.4  There are no relationships or transactions not in the ordinary course of
      business between any member of the Group and their respective customers or
      suppliers.

11.5  In respect of the connected transactions (as defined under the Listing
      Rules) of the Group (the "CONNECTED TRANSACTIONS"): (A) the statements
      contained in the Prospectus, the Preliminary Offering Circular and the
      Final Offering Circular relating to the Connected Transactions are true
      and accurate and there are no other facts the omission of which would make
      any such statements misleading, and there are no other Connected
      Transactions which have not been disclosed in the Prospectus, the
      Preliminary Offering Circular and Final Offering Circular; (B) all
      information (including but not limited to historical figures) and
      documentation provided by the Company to HSBC and the International
      Placing Underwriters are true and accurate and complete and there is no
      other information or document which have not been provided the result of
      which would make the information and documents so received misleading; (C)
      the transactions mentioned in the section "Connected Transactions" in the
      Prospectus, the Preliminary Offering Circular and the Final Offering
      Circular have been entered into and will be carried out in the ordinary
      course of business, on normal commercial terms and are fair and reasonable
      so far as the shareholders of the Company are concerned; (D) each of the
      Company and (where applicable) the Selling Shareholder has complied with
      and undertakes to continue to comply with the terms of the Connected
      Transactions disclosed in the Prospectus, the Preliminary Offering
      Circular and the Final Offering Circular so long as the agreement or
      arrangement relating thereto is in effect and shall inform HSBC should
      there be any breach of any such terms either before or after the listing
      of Shares on the Stock Exchange; (E) each of the Connected Transactions
      and related agreements and undertakings as

                                       14

<PAGE>

      disclosed in the Prospectus, the Preliminary Offering Circular and the
      Final Offering Circular constitutes a legal, valid and binding agreement
      or undertaking of the relevant parties thereto; and (F) each of the
      Connected Transactions has been consummated and was and will be effected
      in compliance with all applicable Laws.

12    GROUP STRUCTURE

12.1  The Subsidiaries are the only subsidiaries of the Company.

12.2  No member of the Group has any branch, agency, place of business or
      permanent establishment outside Hong Kong, the Cayman Islands, Macao and
      the PRC.

12.3  No member of the Group acts or carries on business in partnership with any
      other person or is a member of any corporate or unincorporated body,
      undertaking or association or holds or is liable on any share or security
      which is not fully paid up or which carries any liability.

12.4  Each joint venture contract and shareholders' agreement in respect of
      which a member of the Group is a party is legal, valid, binding and
      enforceable in all respects in accordance with its terms under its
      governing law and all relevant Approvals in respect thereof have been
      obtained.

12.5  None of the member of the Group is engaged in any business activity or has
      any asset or liability (whether actual, contingent or otherwise) which is
      not directly or indirectly related to the business of the Group as
      described in the Prospectus, the Preliminary Offering Circular and the
      Final Offering Circular.

13    ACCURACY AND ADEQUACY OF INFORMATION SUPPLIED

13.1  The recitals to this Agreement are true and accurate in all respects.

13.2  Subject to limitations set out in the Prospectus, the Preliminary Offering
      Circular and the Final Offering Circular, the statistical and market
      related data included in the Prospectus, the Preliminary Offering Circular
      and the Final Offering Circular are based on or derived from sources which
      the Warrantors believe to be accurate and reliable.

13.3  All information supplied or disclosed by or on behalf of any member of the
      Group and/or any director of any member of the Group and/or any of the
      Warrantors to the Underwriters, the Reporting Accountants, the Property
      Valuers and other professional advisers to the Underwriters for the
      purposes of the Global Offering is true and accurate and not misleading
      and was given in good faith and all forward-looking statements so supplied
      or disclosed have been made after due and proper consideration and, where
      appropriate, are based on the assumptions referred to in the Prospectus,
      the Preliminary Offering Circular and the Final Offering Circular.

13.4  All information requested from the Company by the Reporting Accountants
      and the Property Valuers for the purposes of their reports, letters, and
      certificates to the Company and/or the Underwriters has been supplied to
      them. No information was withheld from the Reporting Accountants and the
      Property Valuers and the Company does not disagree with any aspect of the
      reports, letters or certificates prepared by the Reporting Accountants and
      the Property Valuers and the opinions attributed to the Directors in such
      reports or letters are honestly held by the Directors and are fairly based
      upon facts within their knowledge after due and careful consideration.

                                       15

<PAGE>

13.5  The replies to the questions set out in the Verification Notes given by or
      on behalf of the Company or the Selling Shareholder or the Directors were
      so given by persons having appropriate knowledge and duly authorised for
      such purposes and all such replies have been given in full and in good
      faith and were, and remain, true and accurate and not misleading and
      contain all information and particulars with regard to the subject matter
      thereof with no omissions.

13.6  None of the Public Offer Documents, the Preliminary Offering Circular and
      the Final Offering Circular contain or will contain any untrue statement
      of a material fact or omit to state any material fact necessary to make
      the statements therein, in the light of the circumstances under which they
      are made, not misleading or which are material for disclosure therein. All
      expressions of opinion or intention therein (including but not limited to
      the statements regarding the sufficiency of working capital, use of
      proceeds, indebtedness, prospects, dividends, material contracts and
      litigation) are made on reasonable grounds or, where appropriate,
      reasonable assumptions and are truly and honestly held and there are no
      other material facts the omission of disclosure therein of which would
      make any such statement or expression misleading.

13.7  All forward-looking statements contained in the Prospectus, the
      Preliminary Offering Circular and the Final Offering Circular are made
      after due and proper consideration, are based on relevant assumptions
      referred to therein and represent reasonable and fair expectations
      honestly held based on facts known to the Group and/or the Warrantors or
      any of them and there will be no other assumptions on which such are based
      other than the assumptions referred to in the Public Offer Documents, the
      Preliminary Offering Circular and the Final Offering Circular in which
      such forward-looking statements are contained. Such forward-looking
      statements do not omit or neglect to include or take into account of any
      facts or matters which are or may be material to such forward-looking
      statements or to the Global Offering.

13.8  Without limiting the generality of the foregoing, each of the Prospectus,
      the Preliminary Offering Circular and the Final Offering Circular contains
      all particulars and information reasonably necessary to enable an investor
      to make an informed assessment of the activities, assets and liabilities,
      financial position, management and prospects of the Group and its profits
      and losses and of the rights attaching to the Shares and there are no
      other facts the omission of which would make any statement in the
      Prospectus, the Preliminary Offering Circular or the Final Offering
      Circular misleading or which is in the context of the Global Offering
      material for disclosure.

13.9  The report prepared by the Company in respect of the adequacy of the
      Group's working capital and cash flow for the twelve-month period after
      the date of the Prospectus has been properly compiled by the Company on
      the basis of the assumptions stated therein and is presented on a basis
      consistent with the accounting principles and policies adopted by the
      Reporting Accountants in relation to the preparation of the Accountants'
      Report contained in the Prospectus, the Preliminary Offering Circular and
      the Final Offering Circular after making proper provision for all known
      liabilities (whether actual or contingent or otherwise); that the
      assumptions upon which the report are based have been made after due and
      careful enquiry and are fair and reasonable in the context of the Group
      and that there are no facts known or which could on due and careful
      enquiry have been known to the Company or the Directors which have not
      been taken into account in the preparation of the report or the omission
      of which would make any statement made in such report or any

                                       16

<PAGE>

      expression of opinion or intention contained or assumption made in such
      report misleading.

13.10 The Public Offer Documents and the Formal Notice contain and, when each of
      them is issued, will contain all information and particulars required to
      comply with all statutory and other provisions (including the Companies
      Ordinance, the Companies Law and the Listing Rules) so far as applicable.

14    PROPERTIES

14.1  None of the members of the Group owns, operates, manages, leases or has
      any other right of interest in any other property of any kind save for
      those described in the valuation report set out in the Prospectus, the
      Preliminary Offering Circular and the Final Offering Circular.

14.2  With respect to the rights and interests in property and other assets
      (including, but not limited to, land and buildings) owned by members of
      the Group:

      14.2.1 the relevant member of the Group has good and marketable title, or
             has the right by Law to good and marketable title, to such property
             and other assets or any rights or interests thereto;

      14.2.2 there are no mortgages, charges, liens, claims, Encumbrances or
             other security interests or third party rights or interests,
             conditions, planning consents, orders, regulations or other
             restrictions affecting any of such property and other assets which
             could have an adverse effect on the value of such property and
             other assets or adversely limit, restrict or otherwise affect the
             ability of the relevant member of the Group to utilise, develop or
             redevelop any such property or other assets; and

      14.2.3 the relevant member of the Group is entitled as legal and
             beneficial owner of such property and other assets to all rights
             and benefits as landlord and/or licensor under the leases,
             tenancies or licences to which it is a party as landlord and/or
             licensor in respect of such property and other assets, and such
             leases, tenancies and licences are and will be in full force and
             effect.

14.3  Where any property and other assets are held under lease, tenancy or
      licence by any member of the Group:

            (i)   each lease, tenancy or licence is legal, valid, subsisting and
                  enforceable by the relevant member of the Group;

            (ii)  no default (or event which with notice or lapse of time, or
                  both, would constitute a default) by any member of the Group
                  has occurred and is continuing under any of such leases,
                  tenancies or licences; and

            (iii) no member of the Group has notice of any claim of any nature
                  that has been asserted by anyone adverse to the rights of the
                  relevant member of the Group under such leases, tenancies or
                  licences or affecting the rights of the relevant member of the
                  Group to the continued possession of such leased or licensed
                  property or other assets.

14.4  The ownership of and the right to use the land and buildings as described
      in the Prospectus, the Preliminary Offering Circular and the Final
      Offering Circular by the relevant member of the Group is not subject to
      any unusual or onerous terms or conditions.

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<PAGE>

15    INSURANCE

15.1  The description of the Company's insurance coverage contained in the
      Prospectus, the Preliminary Offering Circular and the Final Offering
      Circular is true, accurate and not misleading. All the assets of each of
      the members of the Group which are of an insurable nature have at all
      times been and are insured in amounts reasonably regarded as adequate and
      prudent against fire and other risks normally insured against by companies
      carrying on similar businesses or owning assets of a similar nature and
      each member of the Group has at all times been and is adequately covered
      against accident, third party injury, defective products, environmental
      liabilities, damage and other risks normally covered by insurance by such
      companies. Nothing has been done or has been omitted to be done whereby
      any such policies have or may become void or are likely to be avoided.

15.2  Save and except for outstanding medical claims made under the Group's
      medical insurance policies, no claim under any insurance policies taken
      out by any member of the Group is outstanding and there are no
      circumstances likely to give rise to such a claim. None of the outstanding
      medical claims made under the Group's medical insurance policies is
      material in the context of the Group as a whole.

15.3  All premiums due in respect of such insurance policies have been duly paid
      in full and all conditions for the validity and effectiveness of the said
      policies have been fully observed and performed.

15.4  None of the Warrantors has any reason to believe that any member of the
      Group will not be able to renew its existing insurance coverage from
      similar insurers as may be necessary to continue its business at a cost
      that would not adversely affect the condition, financial or otherwise, or
      the earnings, business or operations of the Group, taken as a whole.

16    COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

16.1  Each member of the Group has carried on and is carrying on its business
      and operations in accordance with applicable Laws and all statutory,
      municipal and other Approvals necessary or desirable for the carrying on
      of the businesses and operations of each of the member of the Group as now
      carried on, as previously carried on and as proposed to be carried on have
      been obtained and are (or were at the relevant time) valid and subsisting
      and all conditions applicable to any such Approval have been and are
      complied with and there are no facts or circumstances exist or have in the
      past existed which may lead to the revocation, rescission, avoidance,
      repudiation, withdrawal, non-renewal or change, in whole or in part, of or
      in any existing Approvals or any requirements for additional Approvals
      which could prevent, restrict or hinder the operations of any member of
      the Group or involve any member of the Group in additional expenditure.

16.2  None of the members of the Group and the businesses now run by any of
      them, nor any of their respective officers, directors, supervisors,
      managers, agents, or employees have, directly or indirectly, (A) made or
      authorised any contribution, payment or gift of funds or property to any
      official, employee or agent of any governmental agency, authority or
      instrumentality in Hong Kong, the Cayman Islands, Macao, the PRC or any
      other jurisdiction or (B) made any contribution to any candidate for
      public office, in either case, where either the payment or the purpose of
      such contribution, payment or gift was, is, or would be prohibited under
      applicable Law, of any locality, including but not limited to the U.S.
      Foreign Corrupt Practices Act of 1977, as amended, or the rules and
      regulations promulgated thereunder;

                                       18

<PAGE>

16.3  None of the members of the Group is a party to any agreement, arrangement
      or concerted practice or is carrying on an practice which in whole or in
      part contravenes or is invalidated by any anti-trust, anti-monopoly,
      competition, fair trading, consumer protection or similar Laws in any
      jurisdiction where any of the members of the Group has assets or carries
      on business or in respect of which any filing, registration or
      notification is required or is advisable pursuant to such Laws (whether or
      not the same has in fact been made).

17    EMPLOYMENT AND PENSIONS

17.1  There are no amounts owing or promised to any present or former directors,
      employees or consultants of any member of the Group other than
      remuneration accrued due or for reimbursement of business expenses.

17.2  No directors or senior management or employees of any member of the Group
      have given or been given notice terminating their contracts of employment.

17.3  There are no proposals to terminate the employment or consultancy of any
      directors, employees or consultants of any member of the Group or to vary
      or amend their terms of employment or consultancy (whether to their
      detriment or benefit).

17.4  No member of the Group has outstanding any undischarged liability to pay
      to any Governmental Authority in any jurisdiction any taxation,
      contribution or other impost arising in connection with the employment or
      engagement of directors, employees or consultants by it.

17.5  No liability has been incurred by any member of the Group for:

      17.5.1 breach of any contract of service, contract for services or
             consultancy agreement;

      17.5.2 redundancy payments;

      17.5.3 compensation for wrongful, constructive, unreasonable or unfair
             dismissal;

      17.5.4 failure to comply with any order for the reinstatement or
             re-engagement of any director, employee or consultant; or

      17.5.5 the actual or proposed termination or suspension of employment or
             consultancy, or variation of any terms of employment or consultancy
             of any present or former employee, director or consultant of any
             member of the Group.

17.6  No dispute of material importance with the directors, employees (or any
      trade union or other body representing all or any of such employees),
      consultants or agents of any member of the Group exists or, to the best
      knowledge, information, belief and awareness of the Warrantors, is
      imminent or threatened. None of the members of the Group is aware of any
      existing or imminent labour disturbance by the directors, employees or
      consultants of any of its principal suppliers, customers or contractors
      which might be expected to result in an adverse change in the condition,
      financial or otherwise, or in the results of operations, business affairs
      or business prospects or net worth of the Group.

17.7  The Group has in relation to its directors, employees or consultants (and
      so far as relevant to each of its former directors, employees or
      consultants) complied in all material respects with all applicable
      statutes, regulations and bye-laws and the terms and conditions of such
      directors', employees' or consultants' (or former directors', employees'
      or consultants') contracts of employment or consultancy.

                                       19

<PAGE>

17.8  No contributions are being, or have been made by a member of the Group to
      any pension, retirement, provident fund or death or disability benefit
      scheme or arrangement other than the Pension Schemes and no member of the
      Group participates in, or has participated in, or is liable to contribute
      to, any pension, retirement, provident fund or death or disability benefit
      scheme or arrangement in respect of past or present employees or directors
      of the Group other than the Pension Schemes.

17.9  Each of the Pension Schemes complies with and has been operated in all
      material respects in accordance with all applicable laws and regulations
      and the rules of the relevant scheme. There is no ground upon which any
      applicable registrations or exemptions in respect of any of the Pensions
      Schemes could be withdrawn or cancelled.

17.10 Other than contributions due to be paid at the next payment date, no
      contributions (or contribution surcharge) in respect of any employee or
      director of the Group or any other payment due to, or in respect of, the
      Pension Schemes is unpaid.

17.11 All defined benefit retirement schemes are adequately funded and no
      additional contributions by any member of the Group are currently due to
      be made to make up for any shortfall.

17.12 There is no material dispute relating to the Pension Schemes, whether
      involving any member of the Group, the trustees or administrators of the
      Pension Schemes, any employee or director of a member of the Group, or any
      other person and no circumstances exist which may give rise to any such
      claims.

18    INTELLECTUAL PROPERTY

18.1  For the purpose of this paragraph 18, "INTELLECTUAL PROPERTY" means all
      patents, patent rights, inventions, trade marks, service marks, logos,
      get-up, registered or unregistered design rights, trade or business names,
      domain names, trade secrets, confidential information, Know-how,
      copyrights, semi-conductor topography rights, database rights and any
      proprietary or confidential information systems processes or procedures
      and of their intellectual property (whether, in each case, registered,
      unregistered or unregistrable, and including pending applications for
      registration and rights to apply for registration) and all rights of a
      similar nature or having similar effect which may subsist in any part of
      the world.

18.2  For the purpose of this paragraph 18, "KNOW-HOW" means confidential and
      proprietary industrial and commercial information and techniques in any
      form (including paper, electronically stored data, magnetic media, film
      and microfilm) including without limitation drawings, formulae, test
      results, reports, project reports and testing procedures, instruction and
      training manuals, tables of operating conditions, market forecasts, lists
      and particulars of customers and suppliers.

18.3  All Intellectual Property and all pending applications therefor which have
      been, are or are capable of being used in or in relation to or which are
      necessary for the business of each member of the Group are (or, where
      appropriate in the case of pending applications, will be):

      18.3.1 legally and beneficially owned by the relevant member of the Group
             or lawfully used under valid licences granted by the registered
             proprietor(s) or beneficial owner(s) thereof and such licences are
             in full force and effect and have not been revoked or terminated
             and there are no grounds on which they might be revoked or
             terminated;

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      18.3.2 valid and enforceable;

      18.3.3 not being infringed or attacked or opposed by any person;

      18.3.4 not subject to any Encumbrance or any licence or authority in
             favour of another;

      18.3.5 in the case of rights in such Intellectual Property as are
             registered or the subject of applications for registration, all
             renewal fees which are due and steps which are required for their
             maintenance and protection have been paid and taken; and

      18.3.6 in the case of unregistered trade marks which are likely to be
             material to any member of the Group,

      and no claims have been made or threatened and no applications are
      pending, which if pursued or granted might be material to the truth and
      accuracy of any of the above statements in this Clause 18.3.

18.4  No member of the Group has received any notice or is otherwise aware of
      (having made due and careful enquiries):

      18.4.1 any infringement of or conflict with claimed or asserted rights of
             others with respect to any rights mentioned in paragraph 18.3
             above; or

      18.4.2 any unauthorised use of any Know-how of any third party and no
             member of the Group has made disclosure of Know-how to any person
             except properly and in the ordinary course of business and on the
             basis that such disclosure is to be treated as being of a
             confidential character; or

      18.4.3 any opposition by any person to any pending applications; or

      18.4.4 any assertion of moral rights which would affect the use of any of
             the Intellectual Property in the business of any member of the
             Group; or

      18.4.5 any facts or circumstances which would render any rights mentioned
             in paragraph 18.3 above invalid or inadequate to protect the
             interests of the relevant member of the Group or unenforceable.

18.5  The rights and interest held by the Group (whether as owner, licensee or
      otherwise) in Intellectual Property comprises all the rights and interests
      necessary or convenient for the carrying on of the business of each member
      of the Group in and to the extent which it is presently conducted.

18.6  The processes employed and the products and services dealt in by a member
      of the Group both now and at any time within the last six years do and did
      not use, embody or infringe any rights or interests of third parties in
      Intellectual Property in any respect (other than those belonging to or
      licensed to a member of the Group and no claims of infringement of any
      such rights or interests have been made or threatened by any third party.

18.7  All licences and agreements to which any member of the Group is a party
      (including all amendments, novations, supplements or replacements to those
      licences and agreements) are in full force and effect, no notice having
      been given on any party to terminate them; the obligations of the parties
      thereto thereunder have been fully complied with; and no disputes have
      arisen or are foreseeable in respect thereof; and where such licences are
      of such a nature that they could be registered with the appropriate
      authorities and where such registration would have the effect of
      strengthening the Group's rights, they have been so registered.

                                       21

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19    INFORMATION TECHNOLOGY

19.1  For the purpose of this paragraph 19, "INFORMATION TECHNOLOGY" means all
      computer systems, communications systems, software and hardware owned,
      used or licensed by or to any member of the Group.

19.2  The Information Technology comprises all the information technology
      systems and related rights necessary to run the business of the Group.

19.3  All Information Technology which has been or which is necessary for the
      business of any member of the Group is either legally and beneficially
      owned by the relevant member of the Group or lawfully used under valid
      licences granted by the registered proprietor(s) or beneficial owner(s)
      thereof and such licences are in full force and effect and have not been
      revoked or terminated and to the best knowledge, belief, awareness and
      information of the Warrantors after due and careful enquiry, there are no
      grounds on which they might be revoked or terminated.

19.4  All the records and systems (including but not limited to Information
      Technology) material to the business of the Group taken as a whole and all
      data and information of each member of the Group are maintained and
      operated by a member of the Group and are not wholly or partially
      dependent on any facilities not under the exclusive ownership or control
      of a member of the Group.

19.5  To the best knowledge, information, belief and awareness of the Warrantors
      after due and careful enquiry, there are no bugs or viruses, logic bombs
      or other contaminants (including without limitation, "worms" or "trojan
      horses") in or failures or breakdowns of any computer hardware or software
      or any other Information Technology equipment used in connection with the
      business of any member of the Group which have caused any substantial
      disruption or interruption in or to the business of any member of the
      Group.

19.6  In the event that the persons providing maintenance or support services
      for the Group's Information Technology cease or are unable to do so, the
      members of the Group have all the necessary rights and information to
      continue to maintain and support or have a third party maintain or support
      the Information Technology which is material for the operations of the
      Group as a whole.

19.7  Each member of the Group has in place procedures to prevent unauthorised
      access and the introduction of viruses.

19.8  Each member of the Group has in place adequate back-up policies and
      disaster recovery arrangements which enable its Information Technology and
      the data and information stored thereon to be replaced and substituted
      without material disruption to the business of the Group taken as a whole.

19.9  To the best knowledge, information, belief and awareness of the Warrantors
      after due and careful enquiry, there are no defects relating to the
      Information Technology owned or used by the business of any member of the
      Group and the Information Technology owned or used by any member of the
      Group has the capacity and performance necessary to fulfil the present and
      foreseeable requirements of the business of any member of the Group.

20    DATA PROTECTION

20.1  Each member of the Group has complied in all material respects with all
      applicable data protection legislation, guidelines and industry standards.

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<PAGE>

20.2  No member of the Group has received any notice (including without
      limitation any enforcement notice, de-registration notice or transfer
      prohibition notice), letter, complaint or allegation from the relevant
      data protection regulator alleging breach or non-compliance by it of the
      applicable data protection legislation, guidelines and industry standards
      or prohibiting the transfer of data to a place outside the territory.

20.3  No member of the Group has received a claim for compensation from any
      individual in respect of its business under the applicable data protection
      legislation, guidelines and industry standards in respect of inaccuracy,
      loss, unauthorised destruction or unauthorised disclosure of data in the
      previous three years and there is no outstanding order against any member
      of the Group in respect of the rectification or erasure of data.

20.4  No warrant has been issued authorising the data protection regulator (or
      any of his officers or servants) to enter any of the premises of any
      member of the Group for the purposes of, inter alia, searching them or
      seizing any documents or other material found there.

21    ENVIRONMENTAL MATTERS

21.1  For the purposes of this paragraph 21:

      21.1.1 "ENVIRONMENT" means all or any part of the air (including, without
             limitation, air within buildings or natural or man-made structures
             whether above or below ground), water (including, without
             limitation, territorial, ocean, coastal and inland waters, surface
             water, groundwater and drains and sewers) and land (including,
             without limitation, sea bed or river bed under any water as
             described above, surface land and sub-surface land, and any natural
             or man-made structures), and also includes human, animal and plant
             life; and

      21.1.2 "ENVIRONMENTAL LAW" means any treaty, national, state, federal or
             local law, common law rule or other rule, regulation, ordinance,
             by-law, code, decree, demand or demand letter, injunction,
             judgement, notice or notice demand, code of practice, order or plan
             issued, promulgated or approved thereunder or in connection
             therewith pertaining to the protection of the Environment or to
             health and safety matters (and shall include, without limitation,
             laws relating to workers and public health and safety).

21.2  Each member of the Group has complied and is complying with all
      Environmental Laws that are applicable to its business.

21.3  There is no civil, criminal or administrative action, claim, investigation
      or other proceeding or suit pending or threatened against any member of
      the Group arising from or relating to Environmental Law which is material
      in the context of the Group as a whole and there are no circumstances
      existing which may lead to any such action, claim, investigation,
      proceeding or suit.

21.4  Each member of the Group conducts its operations so as not to lead to a
      breach of Environmental Law and in accordance with good operating practice
      of the industry in relation to all matters, practices and activities which
      could affect or cause harm to the Environment.

21.5  None of the members of the Group occupies, leases, owns, uses or has
      previously used, owned, leased or occupied, any property such that it is
      or may be wholly or partly responsible for the costs of any clean-up or
      other corrective action to any site or any part of the Environment.

                                       23

<PAGE>

21.6  There are no circumstances which require or may require any member of the
      Group to incur significant expenditure which is material in the context of
      the Group as a whole in respect of the Environment or under Environmental
      Law.

22    TAXATION

22.1  All returns, reports or filings which ought to have been made by or in
      respect of each of the existing member of the Group for taxation purposes
      have been made and all such returns are up to date, correct and prepared
      with due care and skill and on a proper basis and are not the subject of
      any dispute with the relevant revenue or other appropriate authorities and
      there are no present circumstances likely to give rise to any such dispute
      and the provisions included in the audited combined results of the Group
      as at the Accounts Date referred to in paragraph 4.1 above were sufficient
      to cover all taxation (if any) in respect of all accounting periods ended
      on or before the Accounts Date for which the Group was then liable, and
      the provisions included in the unaudited management accounts of the Group
      for the 2 months ended 29 February 2004 referred to in paragraph 4.2 above
      were sufficient to cover all taxation in respect of the period of 2 months
      ended on 29 February 2004 for which the Group was then liable]. There is
      no tax deficiency that has been asserted against any member of the Group.

22.2  All information and statements concerning taxation and its application to
      members of the Group in the Prospectus, Preliminary Offering Circular and
      the Final Offering Circular are true and accurate and not misleading.

22.3  Save as disclosed in the Prospectus, the Preliminary Offering Circular and
      the Final Offering Circular (and subject to any reservation made therein),
      no tax or duty (including, without limitation, any stamp or issuance or
      transfer tax or duty and any tax or duty on capital gains or income,
      whether chargeable on a withholding basis or otherwise) is payable to any
      Governmental Authority in Hong Kong or the Cayman Islands in connection
      with:

      22.3.1 the transfer of the Offer Shares;

      22.3.2 the execution, delivery and performance of the Underwriting
             Documents;

      22.3.3 the delivery by the Selling Shareholder of the Offer Shares to or
             for the respective accounts of the Public Offer Underwriters and
             the International Placing Underwriters or to the initial purchasers
             thereof (as the case may be) or from the International Placing
             Underwriters to the placees of the International Placing in the
             manner contemplated in the Underwriting Documents;

      22.3.4 the payment by the Company to, and the receipt by shareholders of,
             any dividend in respect of Shares; and

      22.3.5 the sale, transfer or other disposition or delivery of any Shares,
             including any realised or unrealised capital gains arising in
             connection with such sale, transfer or other disposition.

23    IMMUNITY

      None of the Warrantors nor any of their respective assets or revenues are
      entitled to any right of immunity on the grounds of sovereignty from any
      legal action, suit or proceedings, from set-off or counterclaim, from the
      jurisdiction of any court, from service of process, from attachment prior
      to or in aid of execution of judgement, or from other legal process or
      proceedings for the giving of any relief or for the enforcement of any
      judgement. The

                                       24

<PAGE>

      irrevocable and unconditional waiver and agreement of the Warrantors in
      Clause 10.14 hereof not to plead or claim any such immunity in any legal
      action, suit or proceeding based on this Agreement is valid and binding
      under all applicable laws.

24    LAW AND JURISDICTION

24.1  Under the applicable Laws, the courts of the applicable jurisdiction of
      each party will recognise and give effect to the choice of law and dispute
      resolution provisions set forth in this Agreement and will enforce
      judgements of Hong Kong courts obtained against the other parties to
      enforce this Agreement, provided that the judgement:

      (i)   is not obtained by fraud;

      (ii)  is final and conclusive;

      (iii) in the opinion of the relevant court after its review of such
            judgement pursuant to international treaties concluded or acceded to
            by the relevant jurisdictions or in accordance with the principle of
            reciprocity, does not contradict the basic principles of Law of the
            relevant jurisdictions;

      (iv)  in the opinion of the relevant court after its review of such
            judgement pursuant to international treaties concluded or acceded to
            by the relevant jurisdictions or in accordance with the principle of
            reciprocity, does not violate state sovereignty, security or social
            and public interest; and

      (v)   is for a definite sum of money.

25    UNITED STATES ASPECTS

25.1  None of the Warrantors, nor any of its affiliates (as defined in Rule
      501(b) of Regulation D nor any person acting on its or their behalf (i)
      has made offers or sales of any security, or has solicited or will solicit
      offers to buy, or otherwise has negotiated or will negotiate in respect
      of, any security, under circumstances that would require the registration
      of the Offer Shares under the US Securities Act; or (ii) has engaged or
      will engage in any form of "general solicitation or general advertising"
      (within the meaning of Regulation D) in connection with any offer or sale
      of the Offer Shares in the United States.

25.2  The Shares are not of the same class (within the meaning of Rule 144A) as
      securities listed on a national securities exchange registered under
      Section 6 of the US Exchange Act or quoted on a US automated inter-dealer
      quotation system.

25.3  None of the Warrantors nor any of its affiliates (as defined in Rule 405
      under the US Securities Act), nor any person acting on its or their behalf
      has engaged or will engage in any "directed selling efforts" (as defined
      in Regulation S) with respect to the Offer Shares.

25.4  The Company is not an open-end investment company, unit investment trust
      or face amount certificate company that is or is required to be registered
      under Section 8 of the US Investment Company Act; and the Company is not,
      and as a result of the offer and sale of the Offer Shares contemplated
      herein will not be, an "investment company" under, and as such term is
      defined in, the US Investment Company Act.

25.5  The Company is not, and does not intend to become, and as a result of the
      receipt and application of the proceeds of the sale of the Offer Shares
      contemplated hereby will not become, a "passive foreign investment
      company" within the meaning of Section 1297 of the United States Internal
      Revenue Code of 1986, as amended.

                                       25

<PAGE>

25.6  The Company is a "foreign issuer" (as such term is defined in Regulation
      S) which reasonably believes that there is no "substantial US market
      interest" (as such term is defined in Regulation S) in the Shares or in
      any securities of the same class as the Shares.

25.7  The Company has implemented the necessary "offering restrictions" (as such
      term is defined in Regulation S).

25.8  None of the Warrantors, nor any of their respective affiliates (as defined
      in Rule 405 under the US Securities Act), nor any person acting on its or
      their behalf has taken or will take, directly or indirectly, any action
      designed to cause or to result in, or that has constituted or which might
      reasonably be expected to cause or result in, the stabilization in
      violation of applicable Laws or manipulation of the price of any security
      of the Company to facilitate the sale or resale of the Offer Shares.

PART 2

1     PROFESSIONAL INVESTOR

      The Company has read and understood the Professional Investor Treatment
      Notice and acknowledges and agrees to the representations, waivers and
      consents contained in the Professional Investor Treatment Notice. For the
      purpose of this provision, the words "you" and "your" in the Professional
      Investor Treatment Notice shall mean "the Company" and "the Company's"
      respectively.

PART 3

1     CAPACITY

      The Selling Shareholder has been duly incorporated and is validly existing
      under the laws of its place of incorporation and is capable of suing and
      being sued.

2     THE GLOBAL OFFERING

2.1   The Selling Shareholder has good and valid title to, and is and will,
      prior to the transfer of the International Placing Shares to the
      purchasers thereof under the Global Offering, be the legal and beneficial
      owner of, the International Placing Shares to be sold by it under the
      Global Offering, free and clear of all Encumbrances and with the benefit
      of all rights attached thereto and thereafter accruing thereto including
      the right to receive all dividends or other distributions which may be
      declared, paid or made thereon at or after the Placing Closing Date.

2.2   The execution and delivery by or on behalf of the Selling Shareholder of,
      and compliance by the Selling Shareholder with, the terms of this
      Agreement, the performance by the Selling Shareholder of its obligations
      under the Global Offering; the sale and transfer of the Offer Shares; and
      the issue, publication, distribution or making available of the Public
      Offer Documents, the Formal Notice and the Placing Documents have been
      duly authorised and do not and will not:-

      2.2.1 result in a breach of any provision of the memorandum or articles of
            association or bye-laws (or equivalent constitutive documents) of
            the Selling Shareholder; or

      2.2.2 result in a breach of, or constitute a default under, any indenture,
            mortgage, charge, trust, lease, agreement, instrument or obligation
            to which the Selling

                                       26

<PAGE>

            Shareholder is a party or by which the Selling Shareholder or any of
            the Selling Shareholder's assets is bound;

      2.2.3 result in a breach of any Laws to which the Selling Shareholder is
            subject or by which the Selling Shareholder or any of its assets is
            bound;

      2.2.4 except as disclosed in the Prospectus, the Preliminary Offering
            Circular and the Final Offering Circular, require any Approval from
            any Governmental Authority or the sanction or consent of its
            shareholders; or

      2.2.5 result in the creation or imposition of any Encumbrance or other
            restriction upon any assets of the Selling Shareholder.

2.3   All Approvals required for the performance by the Selling Shareholder of
      its obligations under the Global Offering; the sale and transfer of the
      International Placing Shares; and the issue, publication, distribution or
      making available of each of the Public Offer Documents and the
      International Placing Documents have been or will (prior to the Prospectus
      Date) be irrevocably and unconditionally obtained and are in full force
      and effect.

3     PROFESSIONAL INVESTOR

      The Selling Shareholder has read and understood the Professional Investor
      Treatment Notice and acknowledges and agrees to the representations,
      warranties and consents contained in the Professional Investor Treatment
      Notice. For the purpose of this provision, the words "you" or "your" in
      the Professional Investor Treatment Notice shall mean "the Selling
      Shareholder" and "the Selling Shareholder's" respectively.

                                       27

<PAGE>

                                 SIGNATURE PAGE

THE COMPANY

SIGNED by
for and on behalf of          }
NAM TAI ELECTRONIC &
ELECTRICAL PRODUCTS
LIMITED

THE SELLING SHAREHOLDER

SIGNED by
for and on behalf of          }
NAM TAI ELECTRONICS, INC.

THE EXECUTIVE DIRECTORS

SIGNED by
WONG KUEN LING                }

SIGNED by
GUY JEAN FRANCOIS BINDELS     }

                                       28

<PAGE>

HSBC

SIGNED by Jonathan Orders
for and on behalf of                         }
THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED

THE INTERNATIONAL PLACING UNDERWRITERS

SIGNED by Jonathan Orders of
THE HONGKONG AND SHANGHAI                    }
BANKING CORPORATION LIMITED
as the duly authorised agent or attorney
of:

BNP PARIBAS PEREGRINE CAPITAL LIMITED
NOMURA INTERNATIONAL (HONG KONG)
LIMITED
CAZENOVE ASIA LIMITED
DBS ASIA CAPITAL LIMITED
VC CEF CAPITAL LIMITED

                                       29
<PAGE>

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