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                              EXHIBIT NUMBER 4(a)5

CONTRACT FOR PLACING AND SUBSCRIPTION OF 6,400 MILLION SHARES OF WING ON

THIS AGREEMENT is dated 4th February, 2005 and made

BETWEEN:

7.    CHINA ENTERPRISES LIMITED, a company incorporated in Bermuda, whose
      principal place of business in Hong Kong is situated at 8th Floor, Paul Y.
      Centre, 51 Hung To Road, Kwun Tong, Hong Kong (the "Vendor");

8.    WING ON TRAVEL (HOLDINGS) LIMITED, a company incorporated in Bermuda and
      whose principal place of business in Hong Kong is situated at 7th Floor,
      Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong (the
      "COMPANY");

9.    TAI FOOK SECURITIES COMPANY LIMITED, whose principal place of business in
      Hong Kong is at 25/F, New World Tower, 16-18 Queen's Road Central, Hong
      Kong (the "Placing Agent").

WHEREAS:

(A)   the Vendor has agreed to appoint the Placing Agent as placing agent for
      the purpose of procuring, on a best efforts basis, as agent of the Vendor,
      purchasers for the Placing Shares (as defined below) on the terms and
      subject to the conditions set out in this Agreement;

(B)   the Vendor (together with persons acting in concert with it and its
      associates) is the beneficial owner of 8,650,000,000 Shares and the Vendor
      has agreed to sell 6,400,000,000 Shares on the terms and subject to the
      conditions set out in this Agreement; and

(C)   the Company has agreed to issue, and the Vendor has agreed to subscribe
      for, the Subscription Shares subject to and on the terms set out in this
      Agreement.

THE PARTIES AGREE THAT:

1.    INTERPRETATION

1.1   DEFINITIONS:  In this Agreement (including the Introduction):

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      "Associates"                the meaning given to that term in the Listing
                                  Rules;

      "Audited Accounts Date"     31st December, 2003;

      "Business Day"              any day (excluding a Saturday) on which banks
                                  generally are open for business in Hong Kong;

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

      "Companies Ordinance"       the Companies Ordinance (Cap. 32 of the Laws
                                  of Hong Kong);

      "Completion"                completion of the Placing in accordance with
                                  Clause 4;

      "Group"                     the Company and its Subsidiaries and the
                                  expression "member of the Group" shall be
                                  construed accordingly;

      "HK$"                       Hong Kong currency;

      "Hong Kong"                 the Hong Kong Special Administrative Region of
                                  the People's Republic of China;

      "Interim Accounts Date"     30th June, 2004;

      "Listing Rules"             the Rules Governing the Listing of Securities
                                  on the Stock Exchange;

      "Placee"                    any institutional investor procured by the
                                  Placing Agent to purchase any of the Placing
                                  Shares pursuant to the Placing Agent's
                                  obligations hereunder;

      "Placing"                   the offer by way of a private placing of the
                                  Placing Shares procured by the Placing Agent
                                  to select investors on the terms and subject
                                  to the conditions set out in this Agreement;

      "Placing Announcement"      the press announcement in the agreed form
                                  proposed to be issued by the Company in
                                  substantially such form immediately following
                                  the execution of this Agreement;

      "Placing Completion Date"   [*] or such other date as the Vendor and the
                                  Placing Agent shall agree;

      "Placing Period"            the period commencing upon the execution of
                                  this Agreement and terminating at 5:00 p.m. on
                                  the Business Day prior to the Placing
                                  Completion Date, unless terminated earlier
                                  pursuant to the terms of this Agreement;

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      "Placing Price"             the price of HK$0.022 per Placing Share;

      "Placing Shares"            6,400,000,000 Shares;

      "Proceedings"               any legal action or proceedings in connection
                                  with this Agreement;

      "Shares"                    fully paid ordinary shares of HK$0.01 in the
                                  capital of the Company;

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

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

      "Subscription"              the subscription by the Vendor for the
                                  Subscription Shares on the terms and subject
                                  to the conditions set out in this Agreement;

      "Subscription Completion    the Business Day after the date upon which the
      Date"                       last of the conditions set out in Clause 6.2
                                  shall have been satisfied provided that the
                                  Subscription Completion Date shall not be
                                  later than the date falling 14 days after the
                                  date of this Agreement or such later time
                                  and/or date as the Company and the Vendor may
                                  agree in writing;

      "Subscription Completion"   the meaning given to that term in Clause 6.5;

      "Subscription Price"        HK$0.022 per Subscription Share;

      "Subscription Shares"       such number of Placing Shares actually placed
                                  under the Placing, being up to 6,400,000,000
                                  new Shares;

      "Subsidiary"                has the same meaning as in Section 2 of the
                                  Companies Ordinance;

      "Takeovers Code"            Hong Kong Code on Takeovers and Mergers; and

      "Transfer Documents"        has the meaning given to it in Clause 3.3.

1.2   Agreed Form: Any reference to a document being "in the agreed form" means
      in the form of a document or and the draft thereof signed for
      identification on behalf of the Vendor and the Placing Agent with (in the
      case of a draft) such alterations (if any) as may be agreed between the
      Vendor and the Placing Agent.

1.3   Reference: References in this Agreement to persons include references to
      bodies corporate and references

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      to the singular include references to the plural and vice versa.
      References to "Clauses" are references to the clauses of this Agreement.

1.4   Headings: Headings are inserted for convenience only and shall not affect
      the interpretation of this Agreement.

2.    APPOINTMENT OF PLACING AGENT

2.13  Appointment: The Vendor hereby agrees to appoint the Placing Agent and the
      Placing Agent, relying on the representations, warranties and undertakings
      herein contained, agrees to act as the placing agent for the Vendor in
      connection with the Placing on the terms provided for in this Agreement.

2.14  Placing Agent's powers: The Vendor hereby confirms that this appointment
      confers on the Placing Agent, in accordance with the provisions hereof,
      all powers, authorities and discretion on behalf of the Vendor which are
      necessary for, or reasonably incidental to, the Placing (including,
      without limiting the foregoing and if necessary, the completion of the
      relevant contract notes on behalf of the Vendor and the submission of such
      contract notes and other documents for stamping and registration) and
      hereby agrees to ratify and confirm everything which the Placing Agent may
      lawfully, reasonably and properly do in the exercise of such powers,
      authorities and discretion in accordance with this Agreement.

2.15  Sub-placing agents: The Placing Agent may in turn appoint other
      sub-placing agents to procure purchasers for the Placing Shares. The
      Placing Agent confirms and undertakes that it shall require any
      sub-placing agent or other person through whom it may affect the Placing
      or offer any Placing Shares to observe the provisions of this Agreement.
      Any transaction legally, properly and reasonably carried out by the
      Placing Agent (and any sub-placing agent) shall constitute a transaction
      carried out at the request of the Vendor and as its agent and not in
      respect of the Placing Agent's own account.

2.16  Information: The Vendor and the Company shall:

      (a)   provide to the Placing Agent, at its reasonable request, with all
            such information known to it or which on reasonable enquiry ought to
            be known to it and relating to the Group as may be reasonably
            required by the Placing Agent in connection with the Placing for the
            purposes of complying with all requirements of applicable law or of
            the Stock Exchange or of the SFC; and

      (b)   promptly provide to the Placing Agent particulars of every
            significant new factor known to it which is in their reasonable
            opinion capable of materially affecting assessment of the Placing
            Shares in the context of the Placing which arises between the date
            hereof and 12:00 noon on the Placing Completion Date.

2.17  Free from encumbrances: The Vendor shall sell the Placing Shares to be
      sold pursuant to the Placing free from all liens, charges and encumbrances
      and together with a rights attaching to them, including the right to
      receive all dividends declared, made or paid after the date hereof.

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2.18  Further assurances: The Vendor undertakes with the Placing Agent that it
      shall do all such other acts and things as may be reasonably required to
      be done by it to carry into effect the Placing in accordance with the
      terms of this Agreement.

3.    PLACING AGENT'S UNDERTAKINGS

3.1   Placing: The Placing Agent undertakes on or before the end of the Placing
      Period to procure, on a best efforts basis, purchasers for, all of the
      Placing Shares at the Placing Price (together with such Hong Kong stamp
      duty and Stock Exchange transaction levy as may be payable by buyers). For
      the avoidance of doubt, the Placing Agent has not agreed to underwrite the
      Placing of the Placing Shares.

3.2   Placees: The Placing Shares shall be offered by the Placing Agent to the
      Placees in board lots of the Shares. The choice of Placees for the Placing
      Shares shall be determined solely by the Placing Agent, subject to the
      requirements of the Listing Rules (in particular, the Placing Agent shall
      use all reasonable endeavours to ensure that Placees shall be third
      parties independent from the Vendor and its Associates and the directors,
      chief executive or substantial shareholders of the Company or its
      Subsidiaries or any of their respective Associates and shall not be
      parties acting in concert with the Vendor for the purposes of the Vendor
      for the purposes of the Takeovers Code). If there should be less than six
      Placees, the Placing Agent shall procure that all necessary consents are
      obtained from the Placees for the publication of their identities as
      required by rule 13.28 of the Listing Rules, and shall use its best
      endeavours to ensure that such information is available for incorporation
      in the Placing Announcement so that no separate or further announcement is
      required to be made by the Company in respect thereof. Notwithstanding the
      above, at any time the Placing Agent may elect that some or all of the
      Placing Shares are purchased by it as principal from the Vendor at the
      Placing Price and, in that event, the Placing Shares may subsequently be
      sold by the Placing Agent as principal to purchasers at any price(s) as
      the Placing Agent in its discretion may determine, without being under any
      obligation to notify the Vendor of such election or of the number of
      Placing Shares so purchased as principal, or of the price(s) at which
      those Shares are sold to purchasers provided that any stamp duty payable
      in respect of such sale by the Placing Agent as principal shall be borne
      by the Placing Agent.

3.3   Placee details and Transfer Documents: To the extent any transfer of
      Placing Shares will not be settled by book-entry settlement through CCASS,
      by no later than 6:00 p.m. on the Business Day prior to the Placing
      Completion Date, the Placing Agent shall deliver to the Vendor a schedule
      showing details of the Placees including their names, the number of
      Placing Shares purchased by each Placee, country of incorporation (if a
      corporation), addresses (or registered address if a corporation), and as
      soon as practicable thereafter and in any event not later than 12:00 noon
      on the fourth Business Day thereafter deliver to the Stock Exchange and
      the SFC such substantially completed details of the Placees in the form
      from time to time prescribed by them.

3.4   Oral contracts: Without limitation to Clause 3.5, the Placing Agent
      undertakes that the Placing shall be affected by telephone conversations
      leading to concluded contracts which shall then be confirmed by letter of
      confirmation.

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3.5   Compliance with laws: The Placing Agent confirms and undertakes to the
      Vendor and the Company that:

      (k)   it will not, directly or indirectly, engage in price stabilisation
            in relation to the Placing;

      (l)   it will not, directly or indirectly, offer, sell or deliver any
            Placing Shares or distribute or publish any documents (including,
            without limitation, any prospectus, form of application, offering
            circular, advertisement or other offering material or any report or
            other document calculated to invite or lead to offers or agreements
            being made to purchase Placing Shares) in any country or
            jurisdiction except such as, and under circumstances that, will not
            result in or constitute a material breach by it of any applicable
            laws and regulations provided that this will not apply where the
            breach arises, directly or indirectly, by reason of (i) a breach by
            the Vendor or by the Company of a representation, warranty or
            undertaking in Clause 7.1 or (ii) any public written information or
            statements or omissions of the Vendor or the Company; and

      (m)   it has not offered or sold and will not offer or sell in Hong Kong,
            by means of any document, any Placing Shares other than to persons
            whose ordinary business is to buy or sell shares or debentures,
            whether as principal or as agent, or otherwise in circumstances
            which do not constitute an offer to the public within the meaning of
            such term as used in the Companies Ordinance (Cap. 32 of the laws of
            Hong Kong).

3.6   No representations: The Placing Agent confirms and undertakes that it has
      not made and shall not make to any person to whom Placing Shares may be
      offered any representation or statement regarding the Company, the Group
      or the financial or business position or prospects of the Company or the
      Group which was not or is not, at the time of making the same, general
      public knowledge in the marketplace.

4.    COMPLETION

4.1   Vendor's obligations: By no later than 12:00 noon on the Business Day
      prior to the Placing Completion Date, the Vendor shall deliver to the
      Placing Agent to facilitate settlement on the Placing Completion Date,
      evidence satisfactory to the Placing Agent that the Vendor has given an
      irrevocable delivery instruction to effect a book-entry settlement of the
      Placing Shares through CCASS to credit to the CCASS stock account of the
      Placing Agent, which the Placing Agent shall have notified the Vendor on
      the date of this Agreement.

4.2   Placing Agent's obligations: Against compliance by the Vendor with its
      obligations under Clause 4.1, the Placing Agent (or its nominees or
      agents) shall, in respect of the Placing Shares on or before 4:00 p.m. on
      the Placing Completion Date make or procure the making of payments to the
      Vendor in cleared funds in Hong Kong dollars of the aggregate Placing
      Price of the Placing Shares (less the amounts referred to in Clause 5.1),
      the payment of which shall constitute a complete discharge of the
      obligations of the Placing Agent to place, on a best efforts basis, the
      Placing Shares hereunder and such payment shall be made for value on the
      Placing Completion Date to such bank account held with a bank in Hong Kong
      as may be notified by the Vendor to the Placing Agent no later than 12:00
      noon one Business Day before Placing

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      Completion Date.

5.    PAYMENT OF FEES, COMMISSIONS AND EXPENSES

5.1   Placing Agent fees and expenses: In consideration of the services of the
      Placing Agent in relation to the Placing, the Vendor shall pay to the
      Placing Agent:

      (a)   provided that completion of the Placing occurs in accordance with
            Clause 4, in Hong Kong dollars, a placing fee of 2.5 per cent. of
            the amount equal to the Placing Price multiplied by the number of
            the Placing Shares;

      (b)   Hong Kong seller's ad valorem stamp duty (if any) at the relevant
            rate on the amount equal to the Placing Price multiplied by the
            number of Placing Shares;

      (c)   seller's Stock Exchange trading levy, SFC transaction levy and
            investor compensation levy, if any, and fixed stamp duty on the
            instrument of transfer as may be payable in respect of the sale and
            transfer of the Placing Shares to the Placees; and

      (d)   all the Placing Agent's out-of-pocket expenses properly and
            reasonably incurred by it in relation to the Placing

      which amounts the Placing Agent is hereby authorised to deduct from the
      payments to be made by it to the Vendor pursuant to Clause 4.2.

5.2   Placing not completed: If for any reason (other than any breach by the
      Placing Agent of its obligations hereunder) this Agreement is terminated
      or the Placing is not completed, the Vendor shall remain liable for the
      payment of all costs and expenses referred to in Clause 5.1(b) and (c)
      only to the extent already incurred.

5.3   Brokerage: The Vendor hereby acknowledges that, in addition to the
      commissions, costs, charges and expenses referred to in Clause 5.1, the
      Placing Agent shall be entitled to keep for its own account any brokerage
      that it may receive from the Placees.

5.4   No deductions: All payments to be made by the Vendor pursuant to this
      Clause 5 shall be made in full without any set-off, deduction or
      withholding whatsoever.

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6.    SUBSCRIPTION

6.11  Subscription: subject to the fulfilment of the conditions set out in
      Clause 6.2, the Vendor agrees to subscribe as principal for the
      Subscription Shares and the Company agrees to issue the Subscription
      Shares at the Subscription Price on the Subscription Completion Date.

6.12  Conditions: Completion of the Subscription is conditional upon:

      (a)   the Stock Exchange granting listing of and permission to deal in the
            Subscription Shares; and

      (b)   completion of the Placing having occurred pursuant to the terms of
            this Agreement.

6.13  Fulfilment: The Company and the Vendor shall each use their respective
      reasonable endeavours to procure the fulfilment of the conditions set out
      in Clause 6.2 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 reasonably be required by each other, the SFC and/or the
      Stock Exchange in connection with the fulfilment of such conditions.

6.14  Non-Fulfilment: If the conditions set out in Clause 6.2 are not fulfilled
      on or prior to [*] or such later date as may be agreed in writing between
      the Company and the Vendor, the obligations of the Company and the Vendor
      under this Clause 6 shall terminate and neither of the parties shall have
      any claim against the others for costs, damages, compensation or otherwise
      in respect of the Subscription.

6.15  Completion: Subject to the fulfillment of the conditions set out in Clause
      6.2, completion of the Subscription ("Subscription Completion") shall take
      place at the office of the Company at or before 4:00 p.m. on the
      Subscription Completion Date or such other time as the Company and the
      Vendor may agree (subject to compliance with the Listing Rules) all but
      not some only of the following business shall be transacted:

      (a)   the Company shall:

            (i)   allot and issue to the Vendor or its nominee the Subscription
                  Shares and shall promptly thereafter register the Vendor or
                  its nominee as the holder of the Subscription Shares and shall
                  cause to be delivered to the Vendor definitive certificates of
                  title in respect of the Subscription Shares in the name of the
                  Vendor or its nominee; and

            (ii)  deliver to the Vendor certified copies of the resolutions of
                  the board of directors of the Company allotting the
                  Subscription Shares pursuant to Clause 6.5(a)(i); and

      (b)   the Vendor shall make or procure the making of payment in Hong Kong
            dollars for value on the Subscription Completion Date to the Company
            of the aggregate Subscription Price of the Subscription Shares less
            the placing fee, advisory fee, costs, charges and expenses properly
            incurred by it (if any) in connection with the Placing pursuant to
            Clause 5.1 and the Subscription to the bank

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            account nominated for the purpose by the Company (such nomination
            being made) not less than one Business Day prior to the Subscription
            Completion Date) or in such other manner as may be agreed between
            the parties, which shall constitute a complete discharge of the
            Vendor's obligations in respect thereof.

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7.    WARRANTIES AND UNDERTAKINGS

7.15  Warranties: In consideration of the Placing Agent entering into this
      Agreement and agreeing to perform its obligations hereunder, each of the
      Vendor and the Company (except in respect of matters which relate only to
      the Vendor on which the Company gives no warranty) hereby represents,
      warrants and undertakes to the Placing Agent as follows:

      (a)   the Vendor is the beneficial owner of the Placing Shares and has the
            necessary power and authority and has obtained all necessary
            consents to enable it to sell the Placing Shares hereunder and this
            Agreement constitutes valid and legally binding and enforceable
            obligations of the Vendor;

      (b)   the Placing Shares are fully paid up, rank pari passu in all
            respects with the existing Shares in issue, include the right to
            receive all dividends and distributions which may be declared made
            or paid after the Placing Completion Date and are free and clear of
            all liens, encumbrances, equities or other third party rights;

      (c)   all statements of fact contained in the Placing Announcement are
            true and accurate in all material respects and not misleading in any
            material respect in the context of the Placing and all statements of
            opinion, intention or expectation of the directors of the Company in
            relation to the Company or any of its Subsidiaries contained therein
            are truly and honestly held and have been made after due and careful
            consideration and there is no other fact or matter omitted therefrom
            the omission of which would make any statement therein misleading or
            which is otherwise material in the context of the Placing;

      (d)   each member of the Group is duly incorporated and validly existing
            under the laws of the place of its incorporation with power to own
            its assets and to conduct its business in the manner presently
            conducted and there has been no petition filed, order made or
            effective resolution passed for the liquidation or winding up of any
            member of the Group which is material to the operations and results
            of the Group taken as a whole;

      (e)   save as previously disclosed by the Company to the public in writing
            during the preceding twelve months, there is no litigation,
            arbitration or other legal proceedings in progress or pending
            against any member of the Group which if decided adversely to the
            relevant member of the Group would have or have had during the
            twelve months preceding the date hereof a material adverse effect on
            the financial position of the Group (taken as a whole) or the
            Company and which is material in the context of the Placing;

      (f)   save as previously disclosed by the Company to the public in writing
            during the preceding twelve months, the Company is not in breach in
            any material respect in the context of the Placing, of any rules,
            regulations or requirements of the Stock Exchange or any applicable
            law, decree, judgment, legislation, order, regulation, statute,
            ordinance, treaty or other legislative measure;

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      (g)   no material outstanding indebtedness of any member of the Group has
            become payable or repayable by reason of any default of such member
            of the Group and no event has occurred which, with the lapse of time
            or the fulfilment of any condition or the giving of notice or the
            compliance with any formality, may result in such indebtedness
            becoming payable or repayable prior to its maturity date or in a
            demand being made for such indebtedness to be paid or repaid;

      (h)   save as previously disclosed by the Company to the public in writing
            during the preceding twelve months or otherwise than in the ordinary
            course of business, no member of the Group has entered into a
            material contract or commitment of an unusual or onerous nature
            which, in the context of the Placing, might be material for
            disclosure and each such company has carried on its business in the
            ordinary and usual course;

      (i)   the audited consolidated accounts of the Group for the financial
            year ended on the Audited Accounts Date:

            (i)   have been prepared on a recognised and consistent basis and in
                  accordance with generally accepted accounting principles,
                  standards and practice in Hong Kong;

            (ii)  comply in all material respects with all applicable
                  ordinances, statutes and regulations and show a true and fair
                  view of the state of affairs of the Group and of its results
                  for the period in question;

            (iii) are not affected by any unusual or non-recurring items and do
                  not include transactions not normally undertaken by the
                  relevant member of the Group (save as disclosed in the said
                  accounts); and

            (iv)  make adequate provision for all taxation whether in Hong Kong
                  or any other part of the world in respect of all accounting
                  periods ended on or before the respective date for which the
                  relevant member of the Group was then or might at any time
                  thereafter become or have been liable;

      (j)   the interim accounts of the Group for the period ended on the
            Interim Accounts Date:

            (i)   have been properly prepared and fairly present and reflect in
                  accordance with generally accepted accounting principles,
                  standards and practice in Hong Kong;

            (ii)  comply on all material aspects with all applicable ordinances,
                  statutes and regulations and reflect a true and correct view
                  of the state of affairs of the Group and of its results for
                  the period in question;

      (k)   since the Interim Accounts Date:

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            (i)   each member of the Group has carried on business in the
                  ordinary and usual course in all material respects so as to
                  maintain it as a going concern;

            (ii)  each member of the Group has continued to pay its creditors in
                  the ordinary course of business in all material respects;

            (iii) there has been no material adverse change in the condition,
                  financial or otherwise, or the earnings, business affairs or
                  business prospects (whether or not arising in the ordinary
                  course of business) of any member of the Group and no event
                  has occurred which in the reasonable opinion of the Vendor or
                  the Company may give rise to a material adverse change in such
                  position in the foreseeable future;

      (l)   there is no order, decree or judgment of any court or governmental
            agency or regulatory body outstanding or anticipated against any
            member of the Group nor, to the best of the knowledge, information
            and belief of the Vendor, having made due and careful enquiries, is
            there any investigation or enquiry by any governmental agency or
            regulatory body outstanding or anticipated against any member of the
            Group which may have or has had a material adverse effect upon the
            condition, financial or otherwise or the earnings, business affairs
            or business prospects (whether or not arising in the ordinary course
            of business) of the Group or which is material in the context of the
            Placing;

      (m)   save as publicly announced by the Company prior to the date hereof
            or pursuant to options granted or hereafter to be granted under the
            share option scheme of the Company, no person has the right (whether
            exercisable now or in the future and whether contingent or not) to
            call for the allotment, conversion, issue, sale or transfer of any
            share or loan capital or any other security giving rise to a right
            over the capital of any member of the Group under any option or
            other agreement (including conversion rights and rights of
            pre-emption) and there are no encumbrances on the shares of any
            member of the Group or any arrangements or obligations to create any
            encumbrances; and

      (n)   the execution and delivery of, and the performance by the Vendor and
            the Company of their respective obligations under this Agreement do
            not and will not, and this Agreement does not and will not:

            (i)   result in a breach in any material respect of any provision of
                  the articles of association of any member of the Group; or

            (ii)  result in a breach in any material respect of, or constitute a
                  default under, any instrument to which any member of the Group
                  is a party or by which any member of the Group or any of their
                  respective properties is bound; or

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            (iii) result in a breach in any material respect of any laws to
                  which any member of the Group are subject or by which any
                  member of the Group or any of their respective properties are
                  bound; or

            (iv)  infringe any mortgage, contract or other undertaking or
                  instrument to which any member of the Group is a party or
                  which is binding upon it or its assets, and does not and will
                  not result in the creation of imposition of any encumbrance on
                  any of its assets pursuant to the provisions of any such
                  mortgage, contract or other undertaking or instrument.

      (o)   each of the Vendor and the Company will promptly provide the Placing
            Agent, at its reasonable request, with all such information known to
            it or which on reasonable enquiry ought to be known to it relating
            to the Group or the Vendor as may be required by the Placing Agent
            in connection with the Placing for the purpose of complying with any
            applicable law, regulation or direction (including the establishment
            of any defence to any action under any of the same, whether relating
            to due diligence or otherwise) or any requirement of the Stock
            Exchange, the SFC or any other applicable regulatory body;

      (p)   the Vendor shall ensure that none of its Associates shall purchase
            the Placing Shares under the Placing;

      (q)   the Vendor has not been, is not and shall not be at any time engage
            in insider dealing for the purposes of the Securities and Futures
            Ordinance in connection with the Placing and the related
            transactions entered into pursuant to this Agreement, neither the
            Vendor nor any person acting on the Vendor's behalf or under its
            control has taken or shall take, directly or indirectly, any action
            designed or which was designed, or which constitutes or has
            constituted or might reasonable be or have been expected to cause or
            result in, stabilization or manipulation of the price of any Shares
            or other securities of the Company; and

      (r)   the Vendor and the Company shall make all appropriate disclosures
            pursuant to, and shall comply in all respects with, the Listing
            Rules, the Takeovers Code, the Securities and Futures Ordinance and
            all other applicable laws and regulations in connection with the
            Placing;

7.16  Warranties repeated: The representations and warranties set out in Clause
      7 are given as at the date hereof and shall be deemed to be repeated by
      Vendor and the Company as at the Placing Completion Date as if given or
      made at such time, with reference in each case to the facts and
      circumstances then subsisting. The Vendor undertakes up to and until
      completion of this Agreement or its earlier termination to notify the
      Placing Agent of any matter or event coming to its attention prior to the
      Placing Completion Date which would or would reasonably be considered to
      render or have rendered any of the representations and warranties made by
      it set out in Clause 7.1 untrue, inaccurate or misleading in any material
      respect. The Vendor and the Company shall not, and shall use their
      respective best endeavours to procure that no member of the Group shall,
      at any time prior to or on the Placing Completion Date do or omit to do
      anything which may cause any of the representation and warranties made by
      it and set out in Clause 7.1 to be untrue in any material respect.

<PAGE>

7.17  Indemnity: Each of the Vendor and the Company undertakes on demand to
      indemnify the Placing Agent or any person appointed as a sub-placing agent
      pursuant to Clause 2.3 or any of their respective associates (as defined
      in the Listing Rules) and any of their respective directors and employees
      which shall have been involved in effecting the Placing (the "Indemnified
      Parties") against all or any claims, actions, liabilities, demands,
      proceedings or judgments brought or established against any of the
      Indemnified Parties by any purchaser of any of the Placing Shares or by
      any governmental agency, regulatory body or other person, directly or
      indirectly arising out of or in connection with the Placing and against
      all losses and all reasonable costs, charges and expenses (including legal
      fees as they are incurred) which any of the Indemnified Parties may suffer
      or properly incur (except for any loss, costs, charge or expense suffered
      or incurred directly or indirectly as a result of or in connection with
      any fraud, default or negligence on the part of the relevant Indemnified
      Party or as a result of any breach of any provisions of this Agreement by
      the relevant Indemnified Party) (including, but not limited to, all such
      losses, costs charges or expenses suffered or incurred in disputing or
      defending any Proceedings).

7.18  No claims: No claim shall be made against the Placing Agent or any person,
      appointed as a sub-placing agent pursuant to Clause 2.3 by the Vendor or
      the Company to recover any damage, cost, charge or expense which the
      Vendor or (as the case may be) the Company may suffer or incur by reason
      of or arising from the carrying out by the Placing Agent of the work to be
      done by it pursuant hereto or the performance of its obligations hereunder
      or otherwise in connection with the Placing provided that such damage,
      cost, charge or expense is not suffered or incurred directly or indirectly
      as a result of any fraud, default or negligence on the part of the Placing
      Agent or in connection with a breach by the Placing Agent of the
      provisions of this Agreement.

7.19  No merger: The foregoing provisions of this Clause 7 shall remain in full
      force and effect notwithstanding completion of the Placing.

7.20  Undertaking by the Vendor: The Vendor undertakes to accept the
      Subscription Shares subject to the constitutional documents of the Company
      and (subject to and conditional upon Subscription Completion) to pay to
      the Company any interest accrued on the net proceeds from the Placing for
      the period commencing on the Placing Completion Date and ending on the
      Subscription Completion Date.

8.    GENERAL

8.1   Announcements: Save for the Placing Announcement and save as required by
      law or by the Stock Exchange or the SFC, the Vendor hereby undertakes to
      use its best endeavours to procure that no public announcement or
      communication to the press, the Stock Exchange or the shareholders of the
      Company concerning the Company and/or its Subsidiaries which is material
      in relation to the Placing shall be made by or on behalf of the Company
      between the date hereof and the Placing Completion Date without prior
      written approval from the Placing Agent as to the content, timing and
      manner of making thereof, such approval not to be unreasonably withheld or
      delayed.

<PAGE>

8.2   Time of the essence: Any time, date or period mentioned in this Agreement
      may be extended by mutual agreement between the Vendor and the Placing
      Agent but, as regards any time, date or period originally fixed or any
      date or period so extended as aforesaid, time shall be of the essence.

8.3   Waiver: No failure or delay by any party in exercising any right, power or
      remedy under this Agreement shall operate as a waiver thereof, nor shall
      any single or partial exercise of the same preclude any further exercise
      thereof or the exercise of any other right, power or remedy. Without
      limiting the foregoing, no waiver by any Party of any breach of any
      provision hereof shall be deemed to be a waiver of any subsequent breach
      of that or any other provision hereof.

8.4   Assignment: The Placing Agent may assign to any person or persons the
      benefit of the representations, warranties and undertakings contained
      herein (in whole or in part). No other party hereto shall assign any of
      its rights under this Agreement (all of which shall be incapable of
      assignment) or purport to do so. This Agreement shall be binding on and
      enure for the benefit of each party's successors and permitted assigns.

8.5   Counterparts: This Agreement may be executed in any number of counterparts
      by the Parties hereto on separate counterparts, each of which when
      executed shall constitute an original and all of which when taken together
      shall constitute one and the same document.

9.    NOTICES

9.1   Notices: All notices delivered hereunder shall be in writing in the
      English language and shall be communicated to the following addresses :-

      If to the Vendor:

    Address: 8th Floor, Paul Y. Centre
             51 Hung To Road, Kwun Tong
             Kowloon
             Hong Kong

      Facsimile: 852 2537 6591
      Attention: The Board of Directors

      If to the Company:

    Address: 7th Floor, Paul Y. Centre
             51 Hung To Road, Kwun Tong
             Kowloon
             Hong Kong

      Facsimile:  852 2542 0298

<PAGE>

      Attention: Mr. Richard Lui

      If to the Placing Agent:

      Address: 25/F, New World Tower,
            16-18 Queen's Road Central
            Hong Kong

      Facsimile : 852 2524 6629
      Attention : Mr. William Lee/ Mr. Hamon Cheung

9.2   Deemed service: Any such notice shall be served either by hand or by
      facsimile. Any notice shall be deemed to have been served, if served by
      hand, when delivered and if sent by facsimile, on receipt of confirmation
      of transmission. Any notice received on a day which is not a Business Day
      shall be deemed to be received on the next Business Day.

10.   GOVERNING LAW

10.1  Hong Kong Law: This Agreement is governed by and shall be construed in
      accordance with the laws of Hong Kong for the time being in force and the
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of the Hong Kong courts in connection herewith.

10.2  Vendor's service agent: The Vendor irrevocably appoints Treasure Way
      Services Limited of 8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
      Kowloon, Hong Kong as its process agent to receive on its behalf service
      of process of any proceedings in Hong Kong. If for any reason the process
      agent ceases to be able to act as process agent or no longer has an
      address in Hong Kong, the Vendor irrevocably agrees to appoint a
      substitute process agent with an address in Hong Kong acceptable to the
      Placing Agent and to deliver to the Placing Agent a copy of the substitute
      process agent's acceptance of that appointment within 30 days. In the
      event that the Vendor fails to appoint a substitute process agent, it
      shall be effective service for the Placing Agent to serve the process upon
      the last known address in Hong Kong of the last known process agent for
      that Vendor notified to the Placing Agent notwithstanding that such
      process agent is no longer found at such address or has ceased to act
      provided that a copy of the proceedings is also sent to that the Vendor's
      current registered office or principal place of business wherever
      situated. Nothing in this Agreement shall affect the right to serve
      process in any other manner permitted by law.

AS WITNESS the hands of the duly authorised representatives of the Parties on
the day and year first before written.

<PAGE>

                                 EXECUTION PAGE

SIGNED BY                     )
                        )
for and on behalf of              )
CHINA ENTERPRISES       )
LIMITED                       )
in the presence of            )

SIGNED BY                     )
                        )
for and on behalf of          )
WING ON TRAVEL (HOLDINGS)         )
LIMITED                 )
in the presence of      )

SIGNED BY                     )
                        )
and                     )
                        )
for and on behalf of          )
TAI FOOK SECURITIES               )
COMPANY LIMITED               )
in the presence of            )