<PAGE>
                              EXHIBIT NUMBER 4(a)3

            CONTRACT FOR SUBSCRIPTION OF 2% WING ON CONVERTIBLE NOTE

THIS AGREEMENT dated 13 January 2004 is made

BETWEEN:

(1)   WING ON TRAVEL (HOLDINGS) LIMITED, a company incorporated in Bermuda whose
      registered office is situated at Clarendon House, 2 Church Street,
      Hamilton HM 11, Bermuda and 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"); and

(2)   CHINA ENTERPRISES LIMITED, a company incorporated under the laws of
      Bermuda whose registered office is situated at Clarendon House, 2 Church
      Street, Hamilton HM 11 Bermuda (the "SUBSCRIBER").

WHEREAS:

(A)   The Company currently has an authorized share capital of HK$500,000,000.00
      divided into 50,000,000,000 Shares and an issued share capital of
      HK$183,167,327.70 divided into 18,316,732,770 Shares.

(B)   On 19 April 2002 the Company issued and the Subscriber procured Million
      Good (as defined below) to subscribe in cash for the 2002 Convertible Note
      (as defined below) for a principal amount of HK$120,000,000.00 upon the
      terms and subject to the conditions set out therein. The 2002 Convertible
      Note entitles the holder to convert the principal amount thereof into the
      Shares at the current conversion price of HK$0.032 per Share (subject to
      adjustment) from and up to and including 19 April 2004.

(C)   Million Good has exercised the conversion rights under the 2002
      Convertible Note to convert part of the principal amount of the 2002
      Convertible Note into Shares and, as at the date of this Agreement, the
      Company is still owing to it a principal amount of HK$84,800,000.00 under
      the 2002 Convertible Note.

(D)   The Company has conditionally agreed to issue the Note and the Subscriber
      has conditionally agreed to subscribe for the Note upon and subject to the
      terms and conditions set out in this Agreement and the Conditions.

(E)   As at the date of this Agreement, the Subscriber is the beneficial owner
      of 5,900,000,000 Shares in the capital of the Company, representing about
      32.2 per cent of the entire issued share capital of the Company.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement, including the Recitals hereto, the words and
      expressions set out below shall have the meanings attributed to them below
      unless the context otherwise requires:

      "Accounts"                 the audited consolidated accounts of the
                                 Company for the nine months ended 31 December
                                 2002 set out in the published December 2002
                                 Annual Report of the Company;

      "Announcement"             the announcement to be made by the Company in
                                 relation to, inter

<PAGE>

                                 alia, this Agreement and the proposed issue of
                                 the Note, substantially in the form annexed
                                 marked "A";

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

      "Certificate"              the certificate to be issued in respect of the
                                 Note substantially in the form set out in
                                 Schedule 1;

      "Completion"               the performance by the parties hereto of their
                                 respective obligations under Clause 4 and
                                 Schedule 2;

      "Completion Date"          the third Business Day after fulfillment
                                 or waiver (as the case may be) of all of the
                                 Conditions Precedent pursuant to the terms
                                 herein or such other date as the parties hereto
                                 may agree in writing, on which Completion is to
                                 take place;

      "Concert parties"          of a person means parties acting in
                                 concert with that person as defined in the
                                 Takeovers Code;

      "Conditions"               the terms and conditions to be attached to or
                                 form part of the Note (with such amendments
                                 thereto as the parties may agree), and
                                 "Condition" refers to the relative numbered
                                 paragraph of the Conditions;

      "Conditions Precedent"     the conditions precedent set out in Clause 3.1;

      "Conversion Rights"        the rights attached to the Note to
                                 convert the principal amount (or any part(s)
                                 thereof) of the Note into Shares;

      "Conversion Shares"        the Shares to be issued by the Company under
                                 the Note upon exercise of the Conversion Rights
                                 or otherwise pursuant to the Conditions;

      "2002 Convertible Note"    the 2% convertible note due 2004 in the
                                 principal amount of HK$120,000,000.00 issued by
                                 the Company on 19 April 2002 to Million Good
                                 pursuant to a subscription agreement dated 1
                                 February 2002 made between the Company and the
                                 Subscriber (the "2002 Subscription Agreement");

      "Executive"                the Executive Director for the time being of
                                 the Corporate Finance Division of the SFC or
                                 any delegate for the time being of the
                                 Executive Director;

      "Group"                    the Company and its subsidiaries (as that term
                                 is defined in section 2 of the Companies
                                 Ordinance (Chapter 32 of the Laws of Hong
                                 Kong));

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

      "Interim Report"           the published interim financial report of the
                                 Company for the six months ended 30 June 2003;

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

<PAGE>

      "Million Good"             Million Good Limited, a company incorporated in
                                 the British Virgin Islands and a wholly owned
                                 subsidiary of the Subscriber;

      "Note"                     the 2% convertible note due 2007 in the
                                 principal amount of HK$155,000,000.00 to be
                                 issued by the Company to the Subscriber or its
                                 nominee(s) pursuant hereto;

      "Notes Subscription
      Agreements"                the agreements of even date between the Company
                                 and each of Capital Strategic Investment
                                 Limited, Hutchison International Limited, Yu,
                                 Kam Yuen Lincoln, Great Honest Investment
                                 Company Limited and Citiway Investments Limited
                                 in relation to convertible notes in the
                                 aggregate principal amount of HK$195,000,000.00
                                 to be issued to them by the Company;

      "SFC"                      Securities and Futures Commission in Hong Kong;

      "Share Option Plan"        the share option scheme adopted by the Company
                                 on 3 May 2003 under which the Company may grant
                                 options to subscribe for Shares to full time
                                 employees, executives or officers (including
                                 executive and non-executive directors) of the
                                 Company and its subsidiaries and any suppliers,
                                 consultants, agents or advisers as incentives
                                 and rewards for their contribution to the
                                 Group;

      "Shares"                   the shares of HK$0.01 each in the share capital
                                 of the Company existing on the date of this
                                 Agreement and all other (if any) stock or
                                 shares from time to time and for the time being
                                 ranking pari passu therewith and all other (if
                                 any) shares or stock resulting from any
                                 sub-division, consolidation or
                                 re-classification thereof;

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

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

      "Warranties"               the representations, warranties and
                                 undertakings of the Company contained in Clause
                                 5 and Schedule 3; and

      "HK$" and "cents"          Hong Kong dollars and cents, respectively.

1.2   Expressions defined in the Conditions shall, unless the context otherwise
      requires, have the same meanings where used herein.

1.3   The expression "Company" and "Subscriber" shall where the context permits
      include their respective successors and permitted assigns and any persons
      deriving title under them.

1.4   In this Agreement, unless the context requires otherwise, references to
      statutory provisions shall be construed as references to those provisions
      as replaced, amended, modified or re-enacted from time to time; words
      importing the singular include the plural and vice versa and words
      importing any gender or the neuter include both genders and the neuter;
      references to this Agreement or any issue document shall be construed as
      references to such document as the same may be amended or supplemented
      from time to time; unless otherwise stated, references to "Clauses" and
      the "Schedules" are to clauses of and schedules to this Agreement. Clause
      headings are inserted for reference only and shall be ignored in
      construing this Agreement.

<PAGE>

2.    SUBSCRIPTION FOR THE NOTE

2.1   Subject to fulfillment or waiver (as the case may be) of the Conditions
      Precedent, the Subscriber shall subscribe or procure the subscription by
      its nominee(s) of the Note at 100 per cent. of its face value and shall
      settle the subscription price at Completion in accordance with paragraph 2
      of Schedule 2.

2.2   Subject to fulfillment or waiver (as the case may be) of the Conditions
      Precedent, the Company shall at Completion issue the Note at its full face
      value to the Subscriber or such nominee(s) as the Subscriber may direct.

3.    CONDITIONS PRECEDENT

3.1   The obligations of the parties hereto to effect Completion shall be
      conditional upon:

      (a)   the Listing Committee of the Stock Exchange having granted (either
            unconditionally or subject only to conditions to which the Company
            and the Subscriber have no reasonable objection) listing of, and
            permission to deal in, the Conversion Shares;

      (b)   the passing of all necessary resolutions, on a poll where necessary,
            by the shareholders (being, where required by the Stock Exchange or
            the SFC, the independent shareholders) of the Company at general
            meeting to approve:

            (i)   the Company's entering into this Agreement and performance of
                  the transactions contemplated in this Agreement including the
                  issue of the Note and the issue and allotment of the
                  Conversion Shares in accordance with the Note; and

            (ii)  the grant of a waiver by the Executive in respect of the
                  obligation of the Subscriber and the parties acting in concert
                  with it (if any) to make a mandatory general offer for the
                  Shares not already owned or agreed to be acquired by the
                  Subscriber or any parties acting in concert with it (if any)
                  as a result of the issue and subscription of the Conversion
                  Shares upon exercise of the conversion rights under the Note
                  in accordance with note 1 of the "Notes on dispensations from
                  Rule 26" of the Takeovers Code (the "Whitewash Waiver");

      (c)   the Whitewash Waiver having been obtained and not having been
            revoked or amended and, where the Whitewash Waiver is subject to
            conditions, such conditions being reasonably acceptable to the
            Subscriber and, to the extent that any such conditions are required
            to be fulfilled before the Whitewash Waiver becomes effective, they
            are so fulfilled;

      (d)   if required, the Bermuda Monetary Authority having approved the
            issue of the Note and the Conversion Shares and the transferability
            of the Note and the Conversion Shares;

      (e)   all the conditions precedent (save and except such condition(s)
            precedent relating to the fulfillment of all the Conditions
            Precedent) under each of the Notes Subscription Agreements having
            been fulfilled or waived (as the case may be) in accordance with the
            provisions thereof;

      (f)   there being no event existing or having occurred and no condition
            being in existence which would be (after the issue of the Note) an
            event of default under Condition 10 of the Conditions and no event
            or act having occurred which, with the giving of notices, or the
            lapse or time, or both, would (after the issue of the Note),
            constitute such an event of default;

      (g)   the Warranties remaining true and accurate in all material respects
            and not misleading in any material respect;

      (h)   there being no occurrences of circumstances which, in the reasonable
            opinion of the Subscriber,

<PAGE>

            will have a material adverse effect on the financial condition,
            prospects, earning, business, undertaking or assets of the Group, in
            each case, taken as a whole, since the date of this Agreement; and

      (i)   all necessary approvals from the relevant governmental or regulatory
            authorities in Hong Kong, Bermuda and the United States required of
            either the Company or the Subscriber for the consummation of
            transactions contemplated in this Agreement having been obtained and
            all filings having been made and waiting periods having expired or
            been terminated.

3.2   The Company shall use its best endeavours to procure the fulfillment of
      all the Conditions Precedent as soon as practicable and in any event on or
      before the Long Stop Date (as defined in Clause 3.3). The Company shall
      forthwith notify the Subscriber by notice in writing upon the fulfillment
      of any of the Conditions Precedent and shall produce evidence in relation
      thereto to the Subscriber's reasonable satisfaction.

3.3   If the Conditions Precedent are not fulfilled (or, in respect of the
      Conditions Precedent set out in Clauses 3.1 (f), (g) and (h) above, waived
      by the Subscriber in its absolute discretion) on or before 31 March 2004
      (or such later date as may be agreed in writing between the Subscriber and
      the Company) ("Long Stop Date"), this Agreement (save and except Clauses
      3.4, 8 to 11) shall lapse and become null and void and the parties hereto
      shall be released from all obligations hereunder, save for any liability
      arising out of any antecedent breaches hereof.

3.4   For the avoidance of doubt, the parties hereby acknowledge that unless and
      until Completion shall have occurred in accordance with the terms hereof,
      none of Million Good's or the Subscriber's rights, claims, entitlements or
      benefits arising from the 2002 Convertible Note or the 2002 Subscription
      Agreement will be affected, prejudiced or diminished in any manner.

4.    COMPLETION

      Completion shall take place at the offices of the Company in Hong Kong (or
      at such other venue as the parties may agree) at or about 11:00 a.m. (Hong
      Kong time) on the Completion Date simultaneously with completion of the
      Notes Subscription Agreements, at which each party hereto shall perform or
      shall procure the performance of its obligations set out in Schedule 2.

5.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY

5.1   The Company hereby represents, warrants and undertakes to the Subscriber
      that as at the date hereof and as at Completion, each of the statements in
      Schedule 3 remains true, correct and accurate.

5.2   The Company undertakes to notify the Subscriber forthwith on any matter or
      event coming to its attention prior to Completion which shows any of the
      Warranties to be or to have been untrue, misleading or inaccurate in any
      material respect.

5.3   The Company hereby agrees and acknowledges that the Subscriber is entering
      into this Agreement in reliance on the Warranties and is entitled to treat
      such representations and warranties as conditions of the Agreement.
      However, save and except as expressly stipulated in Clause 5 and Schedule
      3, the Subscriber hereby expressly acknowledges and agrees that the
      Company has not, and shall not be deemed to have, given any
      representations, warranties or undertakings in relation to any and all of
      the transactions contemplated in this Agreement and any and all such
      representations, warranties and undertakings are hereby expressly
      excluded.

5.4   The Company hereby undertakes to indemnify and keep indemnified the
      Subscriber against any damages, losses, costs, expenses (including legal
      costs and expenses) or other liabilities which it may suffer or incur as a
      result of or in connection with any breach of the Warranties or any of the
      Warranties being untrue or

<PAGE>

      misleading.

5.5   If the Company fails to perform any of its obligations (including its
      obligation at Completion) under this Agreement or breaches any material
      terms of the Warranties set out in this Agreement prior to Completion then
      without prejudice to all and any other rights and remedies available at
      any time to the Subscriber (including but not limited to the right to
      damages for any loss suffered) the Subscriber may, by notice either
      require the Company to perform such obligations or, insofar as the same is
      practicable, remedy such breach, or to the extent it relates to the
      failure of the Company to perform any of its material obligations on or
      prior to Completion treat the Company as having repudiated this Agreement
      and rescind the same. The rights conferred upon the Subscriber by the
      provisions of this Clause 5.5 are additional to and do not prejudice any
      other rights the Subscriber may have. Failure to exercise any of the
      rights herein conferred shall not constitute a waiver of any such rights.

5.6   The Company is deemed to have repeated all the Warranties on the basis
      that such Warranties will, at all times from the date of this Agreement up
      to and including the date on which all obligations (including payment
      obligations) of the Company under the Note and under this Agreement have
      been discharged in full, be true, complete and accurate in all respects
      (with respect to facts and circumstances at such time except as
      specifically provided otherwise) and such Warranties shall have effect as
      if given at each of such times as well as the date of this Agreement.

5.7   The Company further undertakes to and in favour of the Subscriber that, so
      long as the Note remains outstanding, it will not and will procure that no
      member of the Group will, without the prior written consent of the
      Subscriber (which consent may be subject to such conditions as the
      Subscriber sees fit to impose):

      (a)   consolidate or amalgamate with or merge into any other person, take
            any step with a view to dissolution, liquidation or winding-up or
            acquire all or a substantial part of the assets of any other person;

      (b)   except as expressly herein provided, sell, transfer, lease or
            otherwise dispose of the whole or any substantial part of its
            undertaking or its property or assets, whether by a single
            transaction or by a number of transactions whether related or not;

      (c)   lend any money or extend any credit, except in the ordinary course
            of its business, or make any investments that would have a material
            adverse effect on its financial condition or significantly change
            the character of its business;

      (d)   except for indebtedness incurred pursuant to this Agreement and the
            Notes Subscription Agreements or indebtedness incurred in the
            ordinary course of the Group's business and not material in amount,
            incur or create any indebtedness or give any guarantee or indemnity
            or act as surety in respect of any indebtedness of any other person;
            or

      (e)   create or permit to exist any encumbrance over all or any of its
            present or future undertaking or property or its present or future
            revenues or assets.

6.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE SUBSCRIBER

6.1   The Subscriber hereby represents, warrants and undertakes that as at the
      date hereof and as at Completion:

      (a)   the information set out in Recital (E) is true and correct in all
            respects with respect to the facts as prevailing as at the date
            hereof;

      (b)   it is duly incorporated and validly existing under the laws of its
            place of incorporation and has the authority to enter into and
            perform this Agreement and that in entering into this Agreement and
            in performing its obligations hereunder (including the holding of
            the Note and the exercising of its rights thereunder) it does not
            and shall not do so in breach of any applicable legislation; and

<PAGE>

      (c)   this Agreement constitutes valid, binding and enforceable
            obligations of the Subscriber.

6.2   The Subscriber hereby agrees and acknowledges that the Company is entering
      into this Agreement in reliance on the representations and warranties made
      by it under Clause 6.1. However, save and except as expressly stipulated
      in Clause 6.1, the Company hereby expressly acknowledges and agrees that
      the Subscriber has not, and shall not be deemed to have, given any
      representations, warranties or undertakings in relation to any and all of
      the transactions contemplated in this Agreement and any and all such
      representations, warranties and undertakings are hereby expressly
      excluded.

7.    NOTICES

      Any notice required or permitted to be given by or under this Agreement
      shall be in writing and if to the Company or the Subscriber shall be given
      by delivering it to its address or facsimile number shown below:

      If to the Company to:
            7th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong
            Kong
            Facsimile : (852) 2542 0298
            Attention : Board of Directors

            If to the Subscriber to:
            8th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong
            Kong
            Facsimile : (852) 2810 6982
            Attention : Board of Directors

      or to such other address or facsimile number as the party concerned may
      have notified to the other parties pursuant to this Clause and may be
      given by sending it by registered post or by hand to such address or by
      facsimile transmission to such facsimile number, or to such other address
      or facsimile number as the party concerned may have notified to the other
      parties in accordance with this Clause. Such notice shall be deemed to be
      served on the day of delivery or facsimile transmission (or, if the day of
      delivery or transmission is not a Business Day or if the delivery or
      transmission is made after 5:00 pm Hong Kong time, it will deem to be
      served on the immediately following Business Day), or in the case of
      registered post 48 hours after posting, or if sooner upon acknowledgement
      of receipt by or on behalf of the party to which it is addressed.

8.    COSTS AND EXPENSES

      Each party shall bear its own costs and expenses (if any) incurred by it
      in connection with the preparation, negotiation and settlement of this
      Agreement. Capital fees, stamp duty and all other fees and duties (if any)
      relating to the issue and delivery of the Note, fulfillment of the
      Conditions Precedent, allotment and issue of the Conversion Shares shall
      be borne by the Company.

9.    GENERAL PROVISIONS RELATING TO AGREEMENT

9.1   Time shall be of the essence of this Agreement.

9.2   This Agreement shall be binding on and ensure for the benefit of the
      successors of each of the parties and (subject to the other provisions of
      this Agreement and the Conditions) permitted assigns provided that the
      benefits and obligations or any part thereof bestowed upon each party to
      this Agreement shall not be capable of being assigned, transferred,
      encumbered or otherwise disposed of save and except any assignment,
      transfer, encumbrance or disposal thereof in connection with a transfer of
      the Note by the holder in accordance with the Conditions.

<PAGE>

9.3   The exercise of or failure to exercise any right or remedy in respect of
      any breach of this Agreement shall not, save as provided herein,
      constitute a waiver by such party of any other right or remedy it may have
      in respect of that breach.

9.4   Any right or remedy conferred by this Agreement on either party for breach
      of this Agreement (including without limitation the breach of any
      representations and warranties) shall be in addition and without prejudice
      to all other rights and remedies available to it in respect of that
      breach.

9.5   Any provision of this Agreement which is capable of being performed after
      Completion but which has not been performed on or before Completion and
      all Warranties contained in or entered into pursuant to this Agreement
      shall remain in full force and effect notwithstanding Completion.

9.6   This Agreement (together with the other documents referred to herein
      including, without limitation, the Note) constitutes the entire agreement
      between the parties with respect to its subject matter (neither party
      having relied on any representation or warranty made by the other parties
      which is not contained in this Agreement) and no variation of this
      Agreement shall be effective unless made in writing and signed by all the
      parties.

9.7   Save and except in respect of the 2002 Subscription Agreement and 2002
      Convertible Note which shall continue to have full force and effect until
      Completion shall have occurred and without prejudice to Clause 3.4 which
      shall survive any termination of this Agreement pursuant to Clause 3.3,
      this Agreement supersedes all and any previous agreements, arrangements or
      understandings between the parties relating to the matters referred to in
      this Agreement and all such previous agreements, understanding or
      arrangements (if any) shall cease and determine with effect from the date
      hereof.

9.8   If at any time any provision of this Agreement is or becomes illegal, void
      or unenforceable in any respect, the remaining provisions hereof shall in
      no way be affected or impaired thereby.

9.9   The terms of this Agreement and the Note shall remain valid and
      enforceable notwithstanding the issue and redemption or conversion of the
      Note to the extent that any of the terms in this Agreement or the Note has
      not been fully and properly performed or satisfied.

9.10  Subject to the requirements of the Stock Exchange and the SFC, and save
      for the Announcement, neither party hereto shall make any press or other
      announcements relating to this Agreement and the Note without the consent
      of the other party as to the form and manner of such announcement (such
      consent not to be unreasonably withheld). Any announcement or supply of
      information by either party required to be made pursuant to the
      requirements of the Stock Exchange or the SFC shall be issued or released
      only after such prior consultation with the other party as is reasonably
      practicable in the circumstances.

9.11  The parties agree that they shall treat as strictly confidential all
      information received or obtained by it or its employees or advisers as a
      result of entering into or performing this Agreement and the Note
      including information relating to the provisions of this Agreement and the
      Note and the negotiations leading up to this Agreement and the Note, the
      subject matter thereof and, subject to Clause 9.10, it will not at any
      time hereafter make use of or disclose or divulge to any person any such
      information and shall use its best endeavours to prevent the publication
      or disclosure of any such information.

9.12  Each of the parties agrees to do and execute or procure to be done and
      executed all such further acts, deeds, documents and things as may be
      reasonable and appropriate for such party to do or execute or procure to
      be done in order to give full effect to the terms of this Agreement.

10.   COUNTERPARTS

      This Agreement may be executed by the parties hereto in any number of
      counterparts and on separate counterparts, each of which when so executed
      shall be deemed an original but all of which shall constitute one and the
      same instrument and be binding on all parties.

<PAGE>

11.   GOVERNING LAW AND JURISDICTION

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

<PAGE>

                                   SCHEDULE 1

                                   CERTIFICATE

                                                             Certificate No. [ ]

                        WING ON TRAVEL (HOLDINGS) LIMITED
                (Incorporated in Bermuda with limited liability)

                     TWO PER CENT. CONVERTIBLE NOTE DUE 2007

Issued pursuant to the memorandum of association and bye-laws of Wing On Travel
(Holdings) Limited (the "COMPANY") and a resolution of its board of directors
passed on [ ] 200[4] [and a resolution of the shareholders of the Company passed
on [ ] 2004].

THIS IS TO CERTIFY that [*] whose registered office is situated at [*] is the
registered holder ("NOTEHOLDER") of the above-mentioned Convertible Note
("NOTE"). The Noteholder is entitled to require the Company to convert the whole
or any part(s) of the principal amount outstanding under this Note into ordinary
shares in the capital of the Company subject to and in accordance with the terms
and conditions attached hereto which shall form an integral part of this
Certificate ("CONDITIONS").

Subject to the foregoing, the Company, for value received, promises to redeem
the Note and pay the principal sum of HK$155,000,000.00 to the Noteholder in
accordance with the Conditions.

The Company shall pay interest on the principal amount of the Note in accordance
with the Conditions.

GIVEN under the Seal of WING ON TRAVEL (HOLDINGS) LIMITED on [-], 2004.

---------------------------------
Director

---------------------------------
Secretary/Director

Note:

This Note cannot be transferred to bearer on delivery and is transferable only
to the extent permitted by Condition 2 of the Conditions. This Note must be
delivered to the Secretary of Wing On Travel (Holdings) Limited for cancellation
and reissue of an appropriate certificate in the event of any such transfer.

<PAGE>

(For endorsement in the event of partial conversion)

Date                    Amount Converted                      Amount Outstanding

<PAGE>

                              TERMS AND CONDITIONS

This Note is in the principal amount of HK$155,000,000.00 and is issued by and
convertible into shares of Wing On Travel (Holdings) Limited (the "COMPANY").
This Note shall be held subject to and with the benefit of the terms and
conditions set out below. Terms defined in the agreement in respect of the issue
of convertible note dated [*] between Wing On Travel (Holdings) Limited and [ ]
shall bear the same meanings in this Note. In addition, the words and
expressions set out below shall have the meanings attributed to them below
unless the context otherwise require:

"ADJUSTMENT"                  any adjustment which may be made to the Conversion
                              Price pursuant to Condition 7;

"BUSINESS DAY"                a day (except Saturday) on which banks in Hong
                              Kong are open for business for more than four
                              hours;

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

"CLOSING PRICE PER SHARE"     the closing price per Share for one or more
                              board lots of the Shares quoted on the daily
                              quotation list of the Stock Exchange, or, if the
                              Stock Exchange begins to operate on an extended
                              hours basis and does not designate the closing
                              price, then the last trade price of the Shares
                              prior to 4:00 p.m. (Hong Kong time). If such
                              closing price cannot be calculated for the Shares
                              on a particular date on the foregoing bases, the
                              closing price per Share on such date shall be the
                              fair market value as mutually determined by the
                              Company and the Noteholder. If the Company and the
                              Noteholder are unable to agree upon the fair
                              market value of the Shares, then it shall be as
                              determined in good faith by an approved merchant
                              bank (as defined in Condition 7.2);

"CONDITIONS"                  the terms and conditions attached to or
                              endorsed on this Note and "CONDITION" refers to
                              the relative numbered paragraph of the Conditions;

"CONVERSION PRICE"            the price of HK$0.02 per Share, subject to the
                              Adjustment;

"CONVERSION RIGHTS"           the rights attached to this Note to convert the
                              whole or any part(s) of the principal amount into
                              Shares;

"CONVERSION SHARES"           the Shares to be issued by the Company under
                              this Note (whether upon exercise by the Noteholder
                              of the Conversion Rights, or otherwise pursuant to
                              the Conditions);

"EVENTS OF DEFAULT"           shall have the meaning ascribed thereto in
                              Condition 10;

"EXERCISE DATE"               a date on which a notice is given pursuant to
                              Condition 8.1 in respect of the exercise of the
                              Conversion Rights in accordance with the
                              Conditions;

<PAGE>

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

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

"MATURITY DATE"               has the meaning ascribed thereto in Condition
                              1;

"MONTH"                       is a reference to a period starting on one day
                              in a calendar month and ending on the numerically
                              corresponding day in the next succeeding calendar
                              month provided that if there is no numerically
                              corresponding day in the month in which that
                              period ends, that period shall end on the last day
                              in that later month;

"NOTEHOLDER"                  the person who is for the time being the
                              registered holder of this Note;

"OTHER CONVERTIBLE NOTES"     the five convertible notes in the principal
                              amounts of HK$15,000,000.00, HK$105,000,000.00,
                              HK$20,000,000.00, HK$5,000,000.00 and
                              HK$50,000,000.00 respectively issued by the
                              Company pursuant to the Notes Subscription
                              Agreements;

"SHARES"                      the shares of HK$0.01 each in the share capital
                              of the Company existing on the issue date of this
                              Note and all other (if any) stock or shares from
                              time to time and for the time being ranking pari
                              passu therewith and all other (if any) shares or
                              stock resulting from any sub-division,
                              consolidation or re-classification thereof;

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

"SUBSCRIPTION AGREEMENT"      the agreement dated [January 13, 2004] between
                              [China Enterprises Limited] and the Company in
                              respect of the issue of this Note;

"TRADING DAY"                 a day on which the Shares are traded on the
                              Stock Exchange for a minimum of 3 hours and an
                              official closing price per Share is provided by
                              the Stock Exchange; and

"HK$" and "CENTS"             Hong Kong dollars and cents, respectively.

The expressions "COMPANY" and "NOTEHOLDER" shall where the context permits
include their respective successors and permitted assigns and any persons
deriving title under them.

<PAGE>

In this Note, unless the context requires otherwise:

(a)   references to statutory provisions shall be construed as references to
      those provisions as replaced, amended, modified or re-enacted form time to
      time;

(b)   words importing the singular include the plural and vice versa;

(c)   words importing any gender or the neuter include both genders and the
      neuter;

(d)   references to this Note or any issue document shall be construed as
      references to such document as the same may be amended or supplemented
      from time to time; and

(e)   Condition headings are inserted for reference only and shall be ignored in
      construing this Note.

1.    Maturity

      Subject as provided herein, the Company shall repay the outstanding
      principal amount of this Note (together with all unpaid interests accrued
      thereon up to and including the date of actual repayment) subject to and
      in accordance with the Conditions on the third anniversary of the issue
      date of this Note (the "MATURITY DATE").

2.    Status and Transfer

      2.1   The obligations of the Company arising under this Note constitute
            general, unconditional, unsecured, unsubordinated obligations of the
            Company and rank, and shall rank equally among themselves and pari
            passu with all other present and future unsecured and unsubordinated
            obligations of the Company except for obligations accorded
            preference by mandatory provisions of applicable law. No application
            shall be made for a listing of this Note.

      2.2   This Note or any part(s) thereof may be assigned or transferred to
            any third party which is not a connected person (as that term is
            defined in the Listing Rules) of the Company, subject only to
            compliance of the conditions hereunder and further subject to the
            conditions, approvals, requirements and any other provisions of or
            under:

            (a)   the Stock Exchange (and any other stock exchange on which the
                  Shares may be listed at the relevant time) or their rules and
                  regulations;

            (b)   the approval for listing in respect of the Conversion Shares;
                  and

            (c)   all applicable laws and regulations.

      2.3   Any assignment or transfer of this Note shall be in respect of the
            whole or any part(s) of the outstanding principal amount of this
            Note. The Company shall facilitate any such assignment or transfer,
            including making any necessary applications to the Stock Exchange
            for approval.

<PAGE>

      2.4   Notwithstanding any other provisions of this Condition 2, this Note
            or any part(s) thereof shall not be transferred to any company or
            other person which is a connected person (as defined in the Listing
            Rules) of the Company.

      2.5   In relation to any assignment or transfer of this Note permitted
            under or otherwise pursuant to this Condition 2:

            (a)   this Note or any part(s) thereof may only be transferred by
                  execution of a form of transfer (the "Transfer Form") in the
                  form annexed to the Conditions by the transferor and the
                  transferee (or their duly authorized representatives). In this
                  Condition, "transferor" shall, where the context permits or
                  requires, include joint transferors or can be construed
                  accordingly;

            (b)   this Note must be delivered to the Company accompanied by:

                  (i)   a duly executed Transfer Form;

                  (ii)  in the case of the execution of the Transfer Form on
                        behalf of a corporation by its officers, the authority
                        of that person or those persons to do so;

                  and the Company shall, within two (2) Business Days of receipt
                  of such documents from the Noteholder, cancel the existing
                  certificate for this Note and issue a new certificate for this
                  Note or any part(s) thereof under seal of the Company in
                  respect of the whole or such part(s) of the principal amount
                  of this Note so transferred, in favour of the transferee or
                  assignee as applicable and (if appropriate) issue to the
                  Noteholder a new certificate for such part of this Note under
                  seal of the Company in respect of any balance thereof retained
                  by the Noteholder; and

                  the Company shall maintain outside Hong Kong and give a full
                  and complete register of the Noteholders, the conversion,
                  cancellation and destruction of this Note, any replacement
                  certificate issued in substitution for any defaced, lost,
                  stolen or destroyed certificate and of details of all
                  Noteholders from time to time.

      2.6   Any reasonable legal and other costs and expenses which may be
            properly incurred by the Company in connection with any transfer or
            assignment of this Note or any part(s) thereof or any request
            therefor shall be borne by the Noteholder.

3.    Interest

      3.1   Interest is payable on this Note at the rate of 2% per annum on the
            principal amount of this Note outstanding from time to time accruing
            from the date of issue of this Note on a daily basis and shall be
            calculated on the basis of the actual number of days elapsed in a
            year of 365 days,

<PAGE>

            including the first day of the period during which it accrues and
            including the last. The interest will, subject as provided herein,
            be payable by the Company once every six months in arrears at the
            end of each six-month period between the date of issue of this Note
            and the Maturity Date. The first payment shall be made on the date
            falling six months after the date of issue of this Note.

      3.2   In the event that the Noteholder has converted the whole or any
            part(s) of the principal amount of this Note and upon delivery to
            the Company of the Certificate for this Note, the Noteholder shall
            be entitled to interest in respect of the whole or such part(s) of
            the principal being converted for the period from the immediately
            preceding interest payment date (or the date of issue of this Note,
            as the case may be) up to and including the Exercise Date.

4.    Payments

      4.1   All payments by the Company hereunder shall be made in immediately
            available funds free and clear of any withholdings or deductions for
            any present or future taxes, imposts, levies, duties or other
            charges payable by the Company. In the event that the Company is
            required by law to make any such deduction or withholding from any
            amount paid, the Company shall pay to the Noteholder such additional
            amount as shall be necessary so that the Noteholder continues to
            receive a net amount equal to the full amount which it would have
            received if such withholding or deduction had not been made.

      4.2   All payments by the Company hereunder shall be made, not later than
            11:00 a.m. (Hong Kong time) on the due date, by remittance to such
            bank account in Hong Kong as the Noteholder may notify the Company
            from time to time.

      4.3   If the due date for payment of any amount in respect of this Note is
            not a Business Day, the Noteholder shall be entitled to payment on
            the next following Business Day in the same manner together with
            interest accrued in respect of any such delay.

      4.4   The Company shall not be obliged to make any payment on the
            redemption of the outstanding principal amount of this Note until it
            has received the certificate for this Note.

      4.5   If the Company defaults in the payment of any sum due and payable
            under this Note, the Company shall pay interest on such sum to the
            Noteholder from the due date to the date of actual payment in full
            (both before and after judgment) calculated at the rate of 5% per
            annum.

5.    Redemption

      Unless previously converted in accordance with these Conditions, upon
      presentation on the Maturity Date of the original of the certificate for
      this Note to the Company at its address specified in Condition 15, this
      Note will be redeemed by the Company at its principal amount outstanding
      together with accrued interest thereon up to and including the Maturity
      Date in Hong Kong Dollars as provided in Condition 3.1.

<PAGE>

6.    Conversion

      6.1   Subject to receipt by the Company of the documents referred to in
            Condition 8.1, the Noteholder shall have the right to convert on any
            Business Day on or prior to the Maturity Date, the whole or any
            part(s) of the principal amount of this Note into Shares at any time
            and from time to time at the Conversion Price provided that such
            part of the principal amount of this Note to be converted shall not
            be less than HK$250,000.00 at any one time, so that the number of
            Shares which fall to be issued (subject to Condition 6.2) shall be
            calculated by applying the formula : -

                  n = x/y

            where n = number of Conversion Shares to be issued

                  x = the whole or such part(s) of the principal amount of this
                      Note; and

                  y = the Conversion Price applicable on the Exercise Date.

            The Conversion Shares shall be allotted and issued in the name of
            the Noteholder or such entity as it may so direct pursuant to such
            conversion and shall be delivered to the Noteholder within two (2)
            Business Days after the date of presentation of the original
            certificate for this Note.

      6.2   No fraction of a Share shall be issued on conversion of this Note
            but (except in cases where any such cash entitlement would amount to
            less than HK$10.00) a cash payment will be made to the Noteholder in
            respect of such fraction. Shares issued upon conversion pursuant to
            Condition 6.1 shall rank pari passu in all respects with all other
            existing Shares outstanding at the Exercise Date and be entitled to
            all dividends and other distributions the record date of which falls
            on a date on or after the date of the conversion notice.

7     Adjustments

      7.1   Subject as hereinafter provided and save and except for cases where
            the Company shall issue the Other Convertible Notes and/or any
            Shares upon the exercise of any conversion rights attaching thereto,
            the Conversion Price shall from time to time be adjusted in
            accordance with the following relevant provisions and so that if the
            event giving rise to any such adjustment shall be such as would be
            capable of falling within more than one of sub-paragraphs (a) to (i)
            inclusive of this Condition 7.1, it shall fall within the first of
            the applicable paragraphs to the exclusion of the remaining
            paragraphs:

            (a)   If and whenever the Shares by reason of any consolidation or
                  sub-division become of a different nominal amount, the
                  Conversion Price in force immediately prior thereto shall be
                  adjusted by multiplying it by the following fraction:

                         A/B

<PAGE>

            where:

            A = the revised nominal amount; and

            B = the former nominal amount.

            Each such adjustment shall be effective from the close of business
            in Hong Kong on the day immediately preceding the date on which the
            consolidation or sub-division becomes effective.

      (b)   If and whenever the Company shall issue (other than in lieu of a
            cash dividend) any Shares credited as fully paid by way of
            capitalization of profits or reserves (including any share premium
            account or capital redemption reserve fund), the Conversion Price in
            force immediately prior to such issue shall be adjusted by
            multiplying it by the following fraction:

                         C/C + D

            where:

            C = the aggregate nominal amount of the issued Shares immediately
                before such issue; and

            D = the aggregate nominal amount of the Shares issued in such
                capitalization.

            Each such adjustment shall be effective (if appropriate
            retroactively) from the commencement of the day next following the
            record date for such issue.

      (c)   If and whenever the Company shall make any Capital Distribution (as
            defined in Condition 7.2) (except where, and to the extent that, the
            Conversion Price falls to be adjusted under sub-paragraph (b) above)
            to holders (in their capacity as such) of Shares (whether on a
            reduction of capital or otherwise) or shall grant to such holders
            rights to acquire for cash assets of the Company or any of its
            subsidiaries, the Conversion Price in force immediately prior to
            such distribution or grant shall be adjusted by multiplying it by
            the following fraction:

                         E - F/E

            where:

            E     = the market price (as defined in Condition 7.2) on the date
                  on which the Capital Distribution or, as the case may be, the
                  grant is publicly announced or (failing any such announcement)
                  next preceding the date of the Capital Distribution or, as the
                  case may be,

<PAGE>

            of the grant; and

            F     = the fair market value on the day of such announcement or (as
                  the case may require) the next preceding day, as determined in
                  good faith by an approved merchant bank, of the portion of the
                  Capital Distribution or of such rights which is attributable
                  to one Share;

            Provided that:

            (i)   if in the opinion of the relevant approved merchant bank, the
                  use of the fair market value as aforesaid produces a result
                  which is significantly inequitable, it may instead determine,
                  and in such event the above formula shall be construed as if F
                  meant the amount of the said market price which should
                  properly be attributed to the value of the Capital
                  Distribution or rights; and

            (ii)  the provisions of this sub-paragraph (c) shall not apply in
                  relation to the issue of Shares paid out of profits or
                  reserves and issued in lieu of a cash dividend.

            Each such adjustment shall be effective (if appropriate
            retroactively) from the commencement of the day next following the
            record date for the Capital Distribution or grant.

      (d)   If and whenever the Company shall after the date hereof offer to
            holders of Shares new Shares for subscription by way of rights, or
            shall grant to holders of Shares any options, warrants or other
            rights to subscribe for or purchase any Shares, the Conversion Price
            shall be adjusted by multiplying the Conversion Price in force
            immediately before the date of the announcement of such offer by the
            following fraction:
                                        G + H x I/J/G + H

            where:

            G     = the number of Shares in issue immediately before the date of
                    such announcement;

            H     = the aggregate number of Shares so offered for subscription;

            I     = the amount (if any) payable for the rights, options or
                    warrants or other rights to subscribe for each new Share,
                    plus the subscription price payable for each new Share; and

            J     = the greater of either the closing price per Share on the
                    trading day immediately prior to such announcement or the
                    Conversion Price in effect immediately prior to the trading
                    day immediately prior to such announcement.

            Such adjustment shall become effective (if appropriate
            retroactively) from the commencement
<PAGE>
        of the day next following the record date for the offer.

  (e)   (i) If and whenever the Company shall issue wholly for cash any
            securities which by their terms are convertible into or exchangeable
            for or carry rights of subscription for new Shares, and the Total
            Effective Consideration per Share (as defined below in this
            sub-paragraph (e)) initially receivable for such securities is less
            than the greater of either the closing price per Share at the date
            of the announcement of the terms of issue of such securities or the
            Conversion Price in effect immediately prior to the date of the
            announcement of the terms of issue of such securities (for the
            purpose of this section (i), the "Applicable Price"), the Conversion
            Price shall be adjusted by multiplying the Conversion Price in force
            immediately prior to the issue by a fraction of which the numerator
            is the number of Shares in issue immediately before the date of the
            issue plus the number of Shares which the Total Effective
            Consideration receivable for the securities issued would purchase at
            the Applicable Price and the denominator is the number of Shares in
            issue immediately before the date of the issue plus the number of
            Shares to be issued upon conversion or exchange of, or the exercise
            of the subscription rights conferred by, such securities, at the
            initial conversion or exchange rate or subscription price. Such
            adjustment shall become effective (if appropriate retrospectively)
            from the close of business in Hong Kong on the Business Day next
            preceding whichever is the earlier of the date on which the issue is
            announced and the date on which the Company determines the
            conversion or exchange rate or subscription price.

      (ii)  If and whenever the rights of conversion or exchange or subscription
            attached to any such securities as are mentioned in section (i) of
            this sub-paragraph (e) are modified so that the Total Effective
            Consideration (as defined below in this sub-paragraph (e)) per Share
            initially receivable for such securities shall be less than the
            greater of either the closing price per Share at the date of
            announcement of the proposal to modify such rights of conversion or
            exchange or subscription or the Conversion Price in effect
            immediately prior to the date of announcement of the proposal to
            modify such rights of conversion or exchange or subscription (for
            the purpose of this section (ii), the "Applicable Price"), the
            Conversion Price shall be adjusted by multiplying the Conversion
            Price in force immediately prior to such modification by a fraction
            of which the numerator is the number of Shares in issue immediately
            before the date of such modification plus the number of Shares which
            the Total Effective Consideration receivable for the securities
            issued at the modified conversion price would purchase at the
            Applicable Price and of which the denominator is the number of
            Shares in issue immediately before such date of modification plus
            the number of Shares to be issued upon conversion of or the exercise
            of the subscription rights conferred by such securities at the
            modified conversion or exchange rate or subscription price, such
            adjustment shall take effect as at the date upon which such
            modification takes effect. A right of conversion or subscription
            shall not be treated as modified for the foregoing purposes where it
            is adjusted to take account of rights or capitalization issues and
            other

<PAGE>

                  events normally giving rise to adjustment of conversion or
                  exchange terms.

            For the purposes of this sub-paragraph (e), the "Total Effective
            Consideration" receivable for the securities issued shall be deemed
            to be the consideration receivable by the Company for any such
            securities plus the additional minimum consideration (if any) to be
            received by the Company upon (and assuming) the conversion or
            exchange thereof or the exercise of such subscription rights, and
            the Total Effective Consideration per Share initially receivable for
            such securities shall be such aggregate consideration divided by the
            number of Shares to be issued upon (and assuming) such conversion or
            exchange at the initial conversion or exchange rate or the exercise
            of such subscription rights at the initial subscription price, in
            each case without any deduction for any commissions, discounts or
            expenses paid, allowed or incurred in connection with the issue.

      (f)   If and whenever the Company shall issue wholly for cash any Shares
            at a price per Share which is less than the greater of either the
            closing price per Share at the date of the announcement of the terms
            of such issue or the Conversion Price in effect immediately prior to
            the date of the announcement of the terms of such issue (for the
            purpose of this sub-paragraph (f), the "Applicable Price"), the
            Conversion Price shall be adjusted by multiplying the Conversion
            Price in force immediately before the date of such announcement by a
            fraction of which the numerator is the number of Shares in issue
            immediately before the date of such announcement plus the number of
            Shares which the aggregate amount payable for the issue would
            purchase at the Applicable Price and the denominator is the number
            of Shares in issue immediately before the date of such announcement
            plus the number of Shares so issued. Such adjustment shall become
            effective on the date of the issue.

      (g)   If and whenever the Company shall issue Shares for the acquisition
            of assets at a Total Effective Consideration per Share (as defined
            below in this sub-paragraph (g)) which is less than the greater of
            either the closing price per Share at the date of the announcement
            of the terms of such issue or the Conversion Price in effect
            immediately prior to the date of the announcement of the terms of
            such issue, the Conversion Price shall be adjusted in such manner as
            may be determined by an approved merchant bank , such adjustment to
            become effective on the date of issue. For the purposes of this
            sub-paragraph (g), "Total Effective Consideration" shall be the
            aggregate consideration credited as being paid for such Shares by
            the Company on acquisition of the relevant asset without any
            deduction of any commissions, discounts or expenses paid, allowed or
            incurred in connection with the issue thereof, and the "Total
            Effective Consideration per Share" shall be the Total Effective
            Consideration divided by the number of Shares issued as aforesaid.

      (h)   If and whenever the average closing price per Share for the 20
            consecutive trading days immediately preceding [ ] (being the date
            falling on the first anniversary of the date of issue of the Notes
            by the Company) is lower than the Conversion Price (the "First
            Average Price"), the Conversion Price shall be adjusted to the First
            Average Price, provided that the

<PAGE>

            First Average Price shall not fall below HK$0.015. For the avoidance
            of doubt, if the First Average Price falls below HK$0.015, the
            Conversion Price shall be adjusted to HK$0.015. Such adjustment
            shall become effective on the first anniversary of the date of issue
            of the Notes by the Company. If and whenever the Shares by reason of
            any consolidation or sub-division become of a different nominal
            amount than HK$0.01 each, the floor First Average Price of HK$0.015
            stated above shall be adjusted in the same manner as provided in
            Clause 7.1(a) substituting the Conversion Price used therein by the
            floor First Average Price.

      (i)   If and whenever the average closing price per Share for the 20
            consecutive trading days immediately preceding [ ] (being the date
            falling on the second anniversary of the date of issue of the Notes
            by the Company) is lower than the Conversion Price (the "Second
            Average Price"), the Conversion Price shall be adjusted to the
            Second Average Price, provided that the Second Average Price shall
            not fall below HK$0.015. For the avoidance of doubt, if the Second
            Average Price falls below HK$0.015, the Conversion Price shall be
            adjusted to HK$0.015. Such adjustment shall become effective on the
            second anniversary of the date of issue of the Notes by the Company.
            If and whenever the Shares by reason of any consolidation or
            sub-division become of a different nominal amount than HK$0.01 each,
            the floor Second Average Price of HK$0.015 stated above shall be
            adjusted in the same manner as provided in Clause 7.1(a)
            substituting the Conversion Price used therein by the floor Second
            Average Price.

      (j)   If the Company or the Noteholder determines that an adjustment
            should be made to the Conversion Price as a result of one or more
            events or circumstances (whether or not referred to in
            sub-paragraphs (a) to (i) above) (even if the relevant event or
            circumstance is specifically excluded in the Conditions from the
            operation of sub-paragraphs (a) to (i) above), or that an adjustment
            should not be made (even if the relevant or circumstance is
            specifically provided for in sub-paragraphs (a) to (i) above), or
            that the effective date for the relevant adjustment should be a date
            other than that mentioned in sub-paragraphs (a) to (i) above, the
            Company or the Noteholder may, at the expense of the Company,
            request the approved merchant bank, acting as expert, to determine
            as soon as practicable (i) what adjustment (if any) to the
            Conversion Price is fair and reasonable to take account thereto and
            is appropriate to give the result which the approved merchant bank
            considers in good faith to reflect the intentions of the provisions
            of this Condition 7; and (ii) the date on which such adjustment
            should take effect; and upon such determination such adjustment (if
            any) shall be made and shall take effect in accordance with such
            determination, provided that an adjustment shall only be made
            pursuant to this sub-paragraph (h) if the approved merchant bank is
            so requested to make such a determination.

7.2   For the purposes of this Condition 7:

      "announcement" shall include the release of an announcement to the press
      or the delivery or transmission by telephone, telex or otherwise of an
      announcement to the Stock Exchange and "date

<PAGE>

      of announcement" shall mean the date on which the announcement is first so
      released, delivered or transmitted;

      "approved merchant bank" means a merchant bank of repute in Hong Kong
      selected by the Company and approved by the Noteholder for the purpose of
      providing a specific opinion or calculation or determination hereunder or
      such merchant bank as may be appointed by the President for the time being
      of The Law Society of Hong Kong upon the request of either the Company or
      the Noteholder;

      "Capital Distribution" shall (without prejudice to the generality of that
      phrase) include distributions in cash or specie. Any dividend charged or
      provided for in the accounts for any financial period shall (whenever paid
      and however described) be deemed to be a Capital Distribution provided
      that any such dividend shall not automatically be so deemed if it is paid
      out of the aggregate of the net profits (less losses) attributable to the
      holders of Shares for all financial periods after 31 December 2002 as
      shown in the audited consolidated profit and loss account of the Company
      and its subsidiaries for each financial period ended 31 December;

      "issue" shall include allot;

      "market price" mean the average of the closing price per Share for each of
      the last twenty (20) Stock Exchange trading days on which dealings in the
      Shares on the Stock Exchange took place ending on such trading day last
      preceding the day on or as of which the market price is to be ascertained;

      "reserves" includes unappropriated profits; and

      "rights" includes rights in whatsoever form issued.

7.3   The provisions of sub-paragraphs (b), (c), (d), (e) and (f) of Condition
      7.1 shall not apply to:

      (a)   an issue of fully paid Shares upon the exercise of any conversion
            rights attached to securities convertible into Shares or upon
            exercise of any rights (including any conversion of this Note) to
            acquire Shares (except a rights issue) provided that an adjustment
            (if required) has been made under this Condition 7 in respect of the
            issue of such securities or granting of such rights (as the case may
            be);

      (b)   an issue of fully-paid Shares by way of capitalization of all or
            part of any subscription right reserve, or any similar reserve which
            has been or may be established pursuant to the terms of any
            securities wholly or partly convertible into, or rights to acquire,
            Shares; or

      (c)   an issue of Shares pursuant to a scrip dividend scheme where an
            amount not less than the nominal amount of the Shares so issued is
            capitalised and the market value of such Shares is not more than 110
            per cent. of the amount of dividend which holders of the Shares
            could elect to or would otherwise receive in cash, for which purpose
            the "market value" of a Share

<PAGE>

            shall mean the average of the closing prices such Stock Exchange
            dealing days on which dealings in the Shares took place (being not
            less than twenty (20) such days) as are selected by the directors of
            the Company in connection with determining the basis of allotment in
            respect of the relevant scrip dividend and which fall within the
            period of one month ending on the last day on which holders of
            Shares may elect to receive or (as the case may be) not to receive
            the relevant dividend in cash.

7.4   Any adjustment to the Conversion Price shall be made to the nearest
      one-hundredth of a cent so that any amount under 0.005 cent shall be
      rounded down and any amount of 0.005 cent or more shall be rounded up.

7.5   Notwithstanding anything contained herein, no adjustment shall be made to
      the Conversion Price in any case in which the amount by which the same
      would be reduced in accordance with the foregoing provisions of this
      Condition would be less than one-hundredth of a cent and any adjustment
      that would otherwise be required then to be made shall not be carried
      forward.

7.6   If the Company or any subsidiary of the Company shall in any way modify
      the rights attached to any share or loan capital so as wholly or partly to
      convert or make convertible such share or loan capital into, or attach
      thereto any rights to acquire, Shares, the Company shall appoint an
      approved merchant bank to consider whether any adjustment to the
      Conversion Price is appropriate (and if such approved merchant bank shall
      certify that any such adjustment is appropriate, the Conversion Price
      shall be adjusted accordingly and the provisions of Conditions 7.4, 7.5,
      7.7, 7.8, 7.9, 7.10 and 7.11 shall apply).

7.7   Whenever the Conversion Price is adjusted as herein provided the Company
      shall as soon as possible but not later than two Business Days after the
      relevant adjustment has been determined give notice of the same to the
      Noteholder (setting forth the event giving rise to the adjustment, the
      Conversion Price in effect prior to such adjustment, the adjusted
      Conversion Price and the effective date thereof).

7.8   Notwithstanding any other provision of this Condition 7, no adjustment
      shall be made which would (but for this Condition 7.8) result in the
      Conversion Price being reduced so that on conversion, Shares would fall to
      be issued at a discount to their nominal value, and in such case an
      adjustment shall be made to the effect that the Conversion Price will be
      reduced to the nominal value of the Shares.

7.9   Any adjustment to the Conversion Price shall not involve an increase in
      the Conversion Price (except upon any consolidation of the Shares pursuant
      to Condition 7.1(a)).

7.10  Every adjustment to the Conversion Price shall be certified in writing by
      an approved merchant bank (as defined in Condition 7.2).

7.11  The Company shall make available for inspection at its principal place of
      business in Hong Kong

<PAGE>

            at all times after the effective date of the adjustment in the
            Conversion Price and so long as this Note remains outstanding, a
            signed copy of the certificate of the approved merchant bank and a
            certificate signed by a director of the Company setting forth brief
            particulars of the event giving rise to the adjustment, the
            Conversion Price in effect prior to the adjustment, the adjusted
            Conversion Price and the effective date thereof and shall, on
            request, send a copy thereof to the Noteholder.

8     Procedure for Conversion and Share Issue

      8.1   The Conversion Rights may, subject as provided herein, be exercised
            on any Business Day, on or prior to the Maturity Date, by the
            Noteholder delivering a written notice to the Company in accordance
            with Condition 15 stating the intention of the Noteholder to convert
            the whole or any part(s) of the principal amount of this Note into
            Shares. Any such conversion notice shall be in the form annexed to
            the Conditions.

      8.2   The Company shall pay all taxes and stamp duty, issue and
            registration duties (if any) and levies and charges (if any) arising
            on any conversion.

            (a)   The Conversion Shares shall be allotted and issued by the
                  Company, credited as fully paid to the Noteholder or as it may
                  direct, within two (2) Business Days after, and with effect
                  from, the later of the Exercise Date or the date on which the
                  certificate for this Note is delivered to and received by the
                  Company.

            (b)   The certificate(s) for the Conversion Shares to which the
                  Noteholder or such person as it may direct shall become
                  entitled in consequence of any conversion shall, if the
                  Noteholder so requests in the notice, be deposited in the
                  CCASS participant's stock account set out in the notice or in
                  the absence of such request by the Noteholder, shall be issued
                  in board lots to the extent possible, with one certificate for
                  any odd lot of Shares arising from conversion and made
                  available for collection at the Company's address specified in
                  Condition 15, in each case, within the two (2) Business Days
                  period provided for in sub-paragraph (a) above, and (if
                  appropriate) the certificate for this Note with an endorsement
                  thereon by a director of the Company for any balance of this
                  Note not converted shall be made available for collection at
                  the Company's address specified in Condition 15 within the
                  same period.

9     Protection of the Noteholder

      9.1   So long as this Note is outstanding, unless with prior written
            approval of the Noteholder :

            (a)   the Company shall from time to time keep available for issue,
                  free from pre-emptive rights, out of its authorized but
                  unissued capital, sufficient Shares to satisfy in full the
                  Conversion Rights at the Conversion Price and all other rights
                  for the time being outstanding of subscription for and
                  conversion into Shares;

<PAGE>

            (b)   the Company shall not in any way modify the rights attached to
                  the Shares as a class or attach any special restrictions
                  thereto;

            (c)   the Company shall procure that at no time shall there be in
                  issue Shares of different nominal values;

            (d)   other than as a result of, or in circumstances where, an offer
                  made to holders of Shares to acquire all or any proportion of
                  the Shares becoming unconditional the Company shall use its
                  best endeavours to:

                  (i)   maintain a listing for all the issued Shares on the
                        Stock Exchange;

                  (ii)  obtain and maintain a listing on the Stock Exchange for
                        all the Conversion Shares issued on the exercise of the
                        Conversion Rights; and

                  (iii) obtain and maintain a listing for all the Conversion
                        Shares issued on the exercise of the Conversion Rights
                        on any other stock exchange on which any of the Shares
                        are for the time being listed;

                  and will forthwith give notice to the Noteholder in accordance
                  with Condition 15 of the listing or delisting of the Shares by
                  any such stock exchange;

            (e)   the Company shall provide the Noteholder with a copy of its
                  annual reports, annual financial statements and interim
                  reports and all other statements and circulars sent by the
                  Company to its shareholders within three (3) Business Days
                  after the Company sends the same to its shareholders;

            (f)   the Company shall ensure that all Conversion Shares issued
                  upon conversion of this Note shall be duly and validly issued
                  fully paid and registered;

            (g)   as soon as possible and in any event not later than two (2)
                  Business Days after the announcement of the full terms of any
                  event which give rise to adjustments pursuant to Condition 7
                  (or, if later, as soon as the relevant adjustment thereunder
                  can reasonably be determined), give notice to the Noteholder
                  advising it of the date on which the relevant adjustment of
                  the Conversion Price is likely to become effective and of the
                  effect of exercising the Conversion Rights pending such date;
                  and

            (h)   the Company shall comply with and procure the compliance of
                  all conditions imposed by the Stock Exchange or by any other
                  competent authority (in Hong Kong or elsewhere) for approval
                  of the issue of this Note or for the listing of and permission
                  to deal in the Shares issued or to be issued on the exercise
                  of the Conversion Rights and ensure the continued compliance
                  thereof (provided in each case that the Noteholder complies
                  with and satisfies all such conditions).

      9.2   If an offer is made to all holders of Shares (or such holders other
            than the offeror and/or any company

<PAGE>

            controlled by the offeror and/or persons associated or acting in
            concert with the offeror) to acquire all or a portion of the Shares
            and such offer comes to the knowledge of the Company, the Company
            shall forthwith give notice of such offer to the Noteholder and
            shall use all its reasonable endeavours to procure that a similar
            offer is extended in respect of this Note or in respect of any
            Shares issued on conversion of this Note during the period of the
            offer.

      9.3   The Company shall procure that no security issued by the Company
            shall be converted into Shares or exchanged for Shares except in
            accordance with the terms of issue thereof and that no security
            issued by the Company without the right to convert into Shares or to
            be exchanged for shares shall subsequently be granted such rights.

      9.4   The Company shall not do any act or engage in any transaction the
            result of which, having regard to the provisions of Condition 7,
            would be to reduce the Conversion Price to below the nominal amount
            of a Share.

      9.5   The Company shall not make any reduction or redemption of share
            capital, share premium account or capital redemption reserve
            involving the repayment of money to shareholders of the Company
            (other than to shareholders of the Company having the right on a
            winding-up to a return of capital in priority to the holders of
            Shares) or reduce any uncalled liability in respect thereof unless,
            in any such case, the same gives rise (or would, but for the
            provisions of Condition 7(e) give rise) to an adjustment of the
            Conversion Price in accordance with Condition 7.

      9.6   The Company shall not close its register of shareholders for more
            than ten (10) Business Days each year (in addition to any period
            required by law or regulation including the Listing Rules) or take
            any other action which prevents the transfer of its Shares generally
            unless, under the laws of Hong Kong and Bermuda and the bye-laws of
            the Company as then in effect, this Note may be converted legally
            into Shares and the Shares so converted may be transferred at all
            times during the period of such closure. The Company shall not take
            any action which prevents the conversion of this Note or delivery of
            Shares in respect thereof.

      9.7   The Company hereby covenants with and undertakes to the Noteholder
            that, so long as this Note remains outstanding, copies of all press
            releases and information routinely provided or otherwise made
            available to shareholders of the Company and any public filings made
            to any Hong Kong regulatory organization by the Company shall be
            sent to the Noteholder no later than one (1) Business Day after such
            information becomes publicly available.

      9.8   The Company shall not issue or pay up any securities by way of
            capitalization of profits or reserves other than (i) by the issue of
            fully paid Shares to holders of its Shares; or (ii) as mentioned in
            Condition 7.3(b); or (iii) by the issue of Shares in lieu of a cash
            dividend in the manner referred to in Condition 7.3(c).

      9.9   The Company shall not create or permit to be in issue any share
            capital other than the Shares, provided that nothing in this
            Condition 9.9 shall prevent any consolidation or sub-division of the

<PAGE>

            Shares.

      9.10  The Company shall not make any distribution in specie to holders of
            Shares unless the Noteholder is entitled to the Specie Distribution
            Right (as defined in Condition 11) in accordance with Condition 11.

      9.11  The Company shall not enter into any deed, agreement, assignment,
            instrument or documents whatsoever binding on it which may result in
            any breach of any of the terms and conditions of this Note.

      9.12  The Company shall not without the prior written consent of the
            Noteholder:

            (a)   amend the terms and conditions of any of the Other Convertible
                  Notes; or

            (b)   repay the outstanding principal amount of any of the Other
                  Convertible Notes or any part(s) thereof prior to its
                  maturity.

      9.13  Upon receipt of a conversion notice in respect of any of the Other
            Convertible Notes, the Company shall forthwith give notice of such
            conversion to the Noteholder together with a copy of the conversion
            notice received by it.

10    Events of default

      If any of the following events ("Events of Default") occurs, the
      Noteholder may give notice to the Company that this Note, on the giving of
      such notice, is immediately due and payable at its principal amount then
      outstanding together with interest from the date of issue of this Note up
      to and excluding the date of payment:

      (a)   the listing of the Shares (as a class) on the Stock Exchange:

            (i)   ceases; or

            (ii)  is suspended for a continuous period of ten (10) Business Days
                  on each of which the Stock Exchange is generally open for
                  trading due to the default of the Company or any of its
                  directors, officers, employees or agents;

      (b)   the Company breaches any of the Warranties (as defined in the
            Subscription Agreement) or defaults in performance or compliance
            with any of its obligations contained in the Conditions, which
            breach or default is incapable of remedy or, if capable of remedy,
            is not remedied within fourteen (14) Business Days after notice of
            such breach or default is sent from the Noteholder to the Company;

      (c)   an encumbrancer takes possession or a receiver, manager or other
            similar officer is appointed of the whole or any material part of
            the undertaking, property, assets or revenues of the Company or any
            of its subsidiaries;

<PAGE>

      (d)   the Company or any of its subsidiaries becomes insolvent or is
            unable to pay its debts as they mature or applies for or consents to
            the appointment of any administrator, liquidator or receiver of the
            whole or any material part of its undertaking, property, assets or
            revenues or enters into a general assignment or compromise with or
            for the benefit of its creditors;

      (e)   an order is made or an effective resolution passed for winding-up of
            the Company or any of its material subsidiaries;

      (f)   the Company defaults in the payment of the principal or interest in
            respect of this Note when and as the same ought to be paid and such
            default is not remedied by the Company within three (3) Business
            Days of the due date thereof;

      (g)   any other debentures, bonds, notes or other instruments of
            indebtedness or any other loan indebtedness ("Indebtedness") of the
            Company and its subsidiaries or any securities convertible into or
            exchangeable for shares ("Equity-Linked Securities") of the Company
            and its subsidiaries become prematurely repayable following a
            default in respect of the terms thereof which shall not have been
            remedied, or the Company or any of its subsidiaries defaults in the
            repayment of the Indebtedness or Equity Linked Securities at the
            maturity thereof or at the expiration of any applicable grace period
            thereof, or any guarantee of or indemnity in respect of any
            Indebtedness or Equity Linked Securities of others given by the
            Company or any of its material subsidiaries shall not be honoured
            when due and called upon;

      (h)   a moratorium is agreed or declared in respect of any indebtedness of
            the Company or any of its subsidiaries or any governmental authority
            or agency condemns, seizes, compulsorily purchases or expropriates
            all or any material part of the assets of the Company or any of its
            subsidiaries; or

      (i)   the Company or any of its subsidiaries consolidates or amalgamates
            with or merge into any other corporation (other than a
            consolidation, amalgamation or merger in which the Company or such
            subsidiary is the continuing corporation), or the Company or any of
            its subsidiaries sells or transfers all or substantially all of its
            assets,

      provided that notwithstanding the foregoing, if the Company shall fail to
      issue the Conversion Shares in accordance with the Conditions, the
      Noteholder shall be entitled to bring an action against the Company for
      either specific performance or damages. The Company will forthwith on
      becoming aware of any such event as is mentioned in this Condition give
      notice in writing thereof to the Noteholder. At any time after any
      interest amount or the principal amount of the Note has become payable,
      the Noteholder may without further notice institute such proceedings as it
      may think fit to enforce payment of the monies due.

11    Distribution in Specie

      If the Company declares a distribution in specie other than an issue of
      Shares in lieu of a cash dividend falling under Condition 7.3(c) (a
      "Specie Distribution") to shareholders at any time during the period in
      which the Noteholder can exercise its Conversion Rights, Noteholder will,
      unless an adjustment to the

<PAGE>

      Conversion Price has been made under Condition 7 in respect of the Specie
      Distribution in full, be entitled to an amount (the "Specie Distribution
      Right") which shall be determined as follows:

      (a)   the Company and the Noteholder will forthwith on the date of
            announcement of the Specie Distribution instruct the approved
            merchant bank (as defined in Condition 7.2) to value the Specie
            Distribution which would have been payable to the Noteholder on the
            Shares falling to be issued if the Noteholder had exercised its
            Conversion Rights immediately prior to the record date for the
            Specie Distribution in respect of the whole or any part(s) of the
            principal amount of the Note then outstanding (the "Notional Specie
            Distribution); and

      (b)   upon the determination of the approved merchant bank's valuation of
            the Notional Specie Distribution (which valuation shall be final and
            binding on both the Company and the Noteholder) the Company will pay
            a cash amount equal to the value of the Notional Specie Distribution
            to the Noteholder.

12    Voting

      The Noteholder shall not be entitled to receive notices of, attend or vote
      at, any meetings of the Company by reason only of it being the Noteholder.

13    Experts

      In giving any certificate or making the Adjustment, any approved merchant
      bank (as defined in Condition 7.2) appointed shall be deemed to be acting
      as experts and not as arbitrators and, in the absence of manifest error,
      their decision shall be conclusive and binding on the Company and the
      Noteholder and all persons claiming through or under them respectively.

14    Replacement Note

      14.1  If the certificate for this Note is lost or mutilated, the
            Noteholder shall notify the Company as soon as practicable and a
            replacement certificate shall be issued if the Noteholder provides
            the Company with a declaration by the Noteholder or its officer that
            the certificate for this Note had been lost or mutilated (as the
            case may be) or other evidence that the certificate for this Note
            had been lost or mutilated, together with the mutilated the
            certificate for this Note (if applicable).

      14.2  The certificate for this Note replaced in accordance with this
            Condition shall forthwith be cancelled.

15    Notices

      Any notice required or permitted to be given by delivering it to the
      party:

      (a)   in the case of the Noteholder, at the following address : [ ]

            Facsimile : [ ]
            Attention : [ ]
<PAGE>

      (b)   in the case of the Company, at the following address :

            7th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong
            Kong
            Facsimile : (852) 2542 0298
            Attention : Board of Directors

      or to such other Hong Kong address or facsimile as the Company may have
      notified to the Noteholder or vice versa pursuant to this Condition 15 and
      may be given by sending it by registered post or by hand to such address
      or to such other address as the party concerned may have notified to the
      other parties in accordance with this Condition and such notice shall be
      deemed to be served on the day of delivery (or on the immediately
      following Business Day, if the day of delivery is not a Business Day or if
      the delivery or transmission is made after 5:00 p.m. Hong Kong time), or
      in the case of registered post 48 hours after posting, or if sooner upon
      acknowledgement of receipt by or on behalf of the party to which it is
      addressed, or if given or made by facsimile, when despatched with
      confirmation of successful transmission (and if the deemed date of
      delivery is not a Business Day, on the immediately following Business
      Day). Acknowledgement in writing of receipt of a notice by or on behalf of
      a party, signed or initialled by any employee of such party, shall be
      evidence that such notice has been duly served in accordance with this
      Condition.

16    Amendment

      The terms and conditions of this Note may be varied, expanded or amended
      by agreement in writing between the Company and the Noteholder.

17.   Governing law and jurisdiction

      This Note is governed by and shall be construed in accordance with Hong
      Kong law and the Company and the Noteholder agree to submit to the
      non-exclusive jurisdiction of the courts of Hong Kong in connection
      herewith.

<PAGE>

                                CONVERSION NOTICE

                       [To be attached to the Conditions]

Terms defined in the agreement in respect of the issue of convertible note dated
[ ] 2004 between [ ] and [ ] and in the certificate for the Note (as may be
amended) shall bear the same meanings in this Conversion Notice.

The undersigned hereby irrevocably elects to convert the following amount of
this Note into shares of HK$0.01 each in Wing On Travel (Holdings) Limited in
accordance with the terms and conditions of the Note and the terms below.

Amount to be converted: HK$[*]
(the Note must be attached to this notice)

Name of Noteholder:__________________________________________________________

Exercise Date:_______________________________________________________________
(the date this notice is given, or deemed to be given, by the Noteholder)

Applicable Conversion Price:_________________________________________________

Name in which Shares to be issued:___________________________________________

Address of shareholder:______________________________________________________

Signature of Noteholder:_____________________________________________________

<PAGE>

                                FORM OF TRANSFER

                       [To be attached to the Conditions]

To: Wing On (Holdings) Limited (the "COMPANY")

We are the holder of HK$[ ] in aggregate principal amount of the HK$[ ] 2%
Convertible Note due 2007 (the "NOTE") issued by the Company on [ ] 2004.

References in this Transfer Form to "CONDITIONS" are to the terms and conditions
on which the Note was issued, as the same may have been amended from time to
time pursuant to the terms thereof. Terms defined in the Conditions will have
the same meaning herein, save where the context otherwise requires.

1.    We hereby transfer [all/part] of the Note registered in our name in the
      Register to:

      _______________________________________________________________________

      of/whose registered office address is at*

      _______________________________________________________________________

      _______________________________________________________________________

      _______________________________________________________________________
      (the "TRANSFEREE")

2.    Total principal amount and Certificate number of the transferred Note:

      Total principal amount to be transferred                 ______________

      Certificate number of Certificate for Note
      being transferred                                        ______________

[3.   + Total principal amount of Note to be retained:

      Total principal amount to be retained                    ______________]

4.    We hereby request that a Certificate in respect of the transferred Note
      (as referred to in paragraph 2 above) be issued to the person(s) whose
      name(s) and address(es) are set out in paragraph 1 above and that such
      Certificate:

      *(a)  be despatched by registered mail to the person whose name and
            address are given below and in

<PAGE>

            the manner specified below:

            Name    : ___________________________

            Address : ___________________________

                      ___________________________

                      ___________________________

      *(b)  if no name and address are given in (a) above, be made available for
            collection at the office of the Company referred to for that purpose
            in the Conditions.

5.    The Certificate in respect of the transferred Note (as referred to in
      paragraph 2 above) is enclosed with this Transfer Form.

[6.   + We hereby request that a Certificate in respect of the Note to be
      retained by us as set out in paragraph 3 above be issued to the person(s)
      whose name(s) and address(es) is/are set out below:

      Name    :       ___________________________

      Address :       ___________________________

                      ___________________________

                      ___________________________

      and that such Certificate:

      *(a)  be despatched by registered mail to the person whose name and
            address are given below and in the manner specified below:

            Name    : ___________________________

            Address : ___________________________

                      ___________________________

                      ___________________________

      *(b)  if no name and address are given above, then such certificate will
            be made available for collection at the office of the Company
            specified or referred to for that purpose in the

<PAGE>

            Conditions.]

[7.   The registered account of the Transferee (being a HK$ account) for the
      purposes of receipt of principal and interest on and any other amounts in
      respect of the Note is (unless otherwise instructed by the Transferee) as
      follows:

      Name of Account      :     ___________________________

      Account No           :     ___________________________

      Sort Code            :     ___________________________

      Name of Bank         :     ___________________________

      Address of Bank      :     ___________________________

                                 ___________________________]

*     delete as appropriate

+     complete if only transferring part of the Note of which the transferring
      Noteholder is the holder, otherwise delete.

Name of Transferor         :     ___________________________

Signature of Transferor    :     ___________________________

Date                       :     ___________________________

Name of Transferee         :     ___________________________

Signature of Transferee    :     ___________________________

Date                       :     ___________________________

<PAGE>

                                   SCHEDULE 2

                             COMPLETION REQUIREMENTS

1.    Obligations of the Company

      At Completion, the Company shall deliver to the Subscriber:

      (a)   a certified copy of the board resolution of the Company approving
            and authorizing the execution and completion of this Agreement and
            the issue to the Subscriber or its nominee(s) of the Certificate in
            respect of the Note for the principal amount of HK$155,000,000.00 by
            the Company;

      (b)   a certified copy of the shareholders' resolutions of the Company
            approving the matters specified in Clause 3.1(b) and certified
            copies of documentary or other evidence reasonably satisfactory to
            the Subscriber showing that the Conditions Precedent (to the extent
            not waived) have been fulfilled; and

      (c)   a Certificate for the Note for the principal amount of
            HK$155,000,000.00 duly issued in favour of the Subscriber or its
            nominee.

2.    Obligations of the Subscriber

      At Completion, the Subscriber shall satisfy and discharge its obligation
      to pay to the Company HK$155,000,000.00 (being the subscription price of
      the Note for which the Subscriber has agreed to subscribe or procure
      subscription under Clause 2.1) in the following manner:

      (a)   the Company shall:

            (i)   give the Subscriber a direction in writing at least two (2)
                  Business Days prior to the Completion that the subscription
                  price for the Note shall be, whether as to the entirety or a
                  sufficient portion thereof, applied to repay the entire
                  outstanding principal amount of the 2002 Convertible Note as
                  at the Completion Date; and

            (ii)  at Completion pay all the interest accrued under the 2002
                  Convertible Note from the last interest payment date up to and
                  including the Completion Date in accordance with the terms of
                  the 2002 Convertible Note by way of cheque drawn in favour of
                  Million Good (or as it may direct); and

      (b)   the Subscriber shall against the Company's compliance with the
            obligations set out in paragraph 2(a) contemporaneously deliver to
            the Company on Completion the following:

            (i)   the original certificate of the 2002 Convertible Note for
                  cancellation; and

            (ii)  if and to the extent that there is any remaining balance of
                  the subscription price for the Note not applied in redemption
                  of the 2002 Convertible Note as aforesaid, a cheque, dated on
                  or before the Completion Date and drawn on a licensed bank in
                  Hong Kong, for an amount equal to such remaining balance drawn
                  in favour of the Company (or such other person as it may
                  direct),

            whereupon the 2002 Convertible Note shall be deemed to have been
            duly redeemed at the principal amount and accrued interest then
            outstanding without any penalty, premium or fee on the part of the
            Company, which shall be (and the Subscriber shall procure the
            Company to be) fully and absolutely released and discharged of any
            and all outstanding payment obligations and liabilities under the
            2002 Convertible Note notwithstanding any provisions thereof.

<PAGE>

                                   SCHEDULE 3

                                   WARRANTIES

(a)   Incorporation: the Company is duly incorporated and validly existing in
      good standing under the laws of Bermuda with power to conduct its business
      in the manner presently conducted and the information contained in
      Recitals (A) to (C) is true and accurate. The entire existing issued share
      capital of the Company is listed on the Stock Exchange. The Company is not
      aware of any circumstances whereby such listing will be suspended,
      cancelled or revoked at Completion.

(b)   Authorization:

      (i)   save as mentioned in this Agreement and subject to the fulfillment
            of the Conditions Precedent, the Company has the full power and
            authority to enter into and perform this Agreement and the directors
            of the Company are authorized to issue the Note and that in entering
            into this Agreement, the Company does not do so in breach of any
            applicable legislation or rules and this Agreement constitutes and
            the Note, when issued, shall constitute valid, binding and
            enforceable obligations of the Company; and

      (ii)  subject to the fulfillment of the Conditions Precedent, the Company
            has full power and authority to issue the Note and perform its
            obligations thereunder, and in particular the Company shall at all
            material times have sufficient authorized but unissued share capital
            for the Company to perform its obligations under the Note (to the
            extent unredeemed and unconverted) and the Conversion Shares, when
            issued, shall be duly authorized and shall rank pari passu in all
            respects with all other existing Shares outstanding at the date of
            conversion and be entitled to all dividends and distributions the
            record date for which falls on a date on or after the date of the
            conversion notice.

(c)   Consents: subject to the fulfillment of the Conditions Precedent, all
      necessary consents authorizations and approvals of any governmental agency
      or regulatory body required in Bermuda or Hong Kong or any other relevant
      jurisdiction for or in connection with this Agreement and the Note and the
      performance of the terms hereof and thereof have been obtained or made or
      shall have been obtained or made by Completion.

(d)   No Conflict: subject to the fulfillment of the Conditions Precedent, the
      execution of this Agreement and the issue of the Note does not infringe
      and is not contrary to any laws or regulations of any government or
      regulatory body of Hong Kong or Bermuda or any other relevant jurisdiction
      and does not result in any breach of the terms of the Memorandum of
      Association and Bye-laws of the Company and shall not conflict with or
      result in a breach of any of the terms of or constitute a default under
      any deed, agreement, mortgage or other obligation to which the Company is
      a party or by which any of its properties or assets are bound.

(e)   Litigation: there are no actions, suits, proceedings, arbitration or
      administrative proceeding that is currently taking place or pending or
      threatened against or affecting any member of the Group or any of its
      properties or assets which would individually or in the aggregate have a
      material adverse effect on the condition (financial or otherwise),
      prospects, results of operations or general affairs of the Group taken as
      a whole, or on the ability of the Company to perform its obligations under
      this Agreement and the Note, or which are otherwise material in the
      context of the issue and delivery of the Note.

(f)   Absence of Certain Changes: since 31 December 2002, there has been no
      material adverse change in the condition (financial or otherwise),
      prospects, results of operations or general affairs or prospect of the
      Group taken as a whole. Since 31 December 2002 and up to the date of this
      Agreement, no dividend or any other distribution has been declared, made
      or paid by the Company.

(g)   Financial Statements: the Accounts present a true and fair view of the
      results and the state of affairs and financial position of the Group as at
      31 December 2002 and for the period specified therein and the Accounts
      have been prepared in accordance with generally accepted accounting
      principles and practice

<PAGE>

      including all applicable statements of standard accounting practice
      generally applied in Hong Kong. The Accounts make proper provision for all
      of the actual and contingent liabilities of the Company or any of its
      subsidiaries and comply with the applicable disclosure requirements of the
      Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Interim
      Report presents a true and fair view of the results and the state of
      affairs and financial position of the Group as at 30 June 2003 and for the
      period specified therein and the Interim Report has been prepared in
      accordance with all applicable statements of standard accounting practice
      generally applied in Hong Kong.

(h)   Outstanding Options: save for the Share Option Plan, the 2002 Convertible
      Note, the Notes Subscription Agreements, this Agreement and the
      convertible notes issued by the Company as disclosed in the annual report
      of the Company for the accounting period ended 31 December 2002, there are
      no options, rights to acquire, or any other form of security or
      encumbrance on over or affecting any part of the unissued share capital of
      the Company and there is no agreement or commitment to give or create any
      of the foregoing and no claim has been made by any person to be entitled
      to any of the foregoing.

(i)   None of the members of the Group is in breach of any rules, regulations or
      requirements of the Stock Exchange in any respect.

(j)   No material outstanding indebtedness of any member of the Group has become
      payable or repayable by reason of any default.

(k)   No event exists or has occurred and no condition is in existence which
      would be (after the issue of the Note) an event of default under Condition
      10 of the Conditions and no event or act has occurred which, with the
      giving of notices, or the lapse or time, or both, would (after the issue
      of the Note), constitute such an event of default.

(l)   All information and documents supplied by the Company and its
      subsidiaries, and their respective directors, solicitors, accountants or
      auditors to the Subscriber relating to the Group are complete, accurate
      and up-to-date in all respects.

(m)   There are no material facts or circumstances, in relation to the assets,
      business or financial condition of the Company and/or any of its
      subsidiaries which have not been fully and fairly disclosed in writing to
      the Subscriber and which, if disclosed, might reasonably have been
      expected to affect the decision of any prudent investor to enter into this
      Agreement.

(n)   Without the prior written consent of the Subscriber, from the date hereof
      until the issue of the Note, no act will be done and no circumstances will
      arise which will had the Note been issued as at the date hereof give rise
      to an adjustment of the Conversion Price (as defined in the Conditions)
      under Condition 7 of the Note.

(o)   The terms and conditions under the Notes Subscription Agreements are no
      more favourable to the subscribers thereunder than those available to the
      Subscriber hereunder and there will be no amendments to any such term or
      condition without a similar amendment to this Agreement.

<PAGE>

AS WITNESS whereof this Agreement has been duly executed on the date first above
written.

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

_______________________________

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

_______________________________