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                                                                     EXHIBIT 4.7

                             Dated 28 November 2003

                    BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

                                       and

                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

                                       and

                              THE BANK OF NEW YORK

                                   TRUST DEED

                                  constituting

                                 US$200,000,000

                Zero Coupon Guaranteed Convertible Bonds due 2008

                 Convertible into Shares of, and Guaranteed by,

                  Brilliance China Automotive Holdings Limited

LINKLATERS

10th Floor, Alexandra House
Chater Road
Hong Kong

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

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CONTENTS                                                                                                               PAGE
<S>                                                                                                                    <C>
1        Interpretation..........................................................................................        1

2        Amount of the Bonds and Covenant to Pay.................................................................        5

3        Form of the Bonds and Certificates; Issue of the Bonds..................................................        8

4        Stamp Duties and Taxes..................................................................................        8

5        Covenants Relating to the Conversion Rights.............................................................        9

6        Notices Relating to the Conversion Rights...............................................................       11

7        Adjustments to the Conversion Price.....................................................................       13

8        Application of Moneys Received by the Trustee...........................................................       21

9        General Covenants.......................................................................................       21

10       Remuneration and Indemnification of the Trustee.........................................................       24

11       Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000................................       25

12       Trustee Liable for Negligence...........................................................................       28

13       Waiver and Proof of Default.............................................................................       28

14       Trustee not Precluded from Entering into Contracts......................................................       29

15       Modification............................................................................................       29

16       Currency Indemnity......................................................................................       29

17       Appointment, Retirement and Removal of the Trustee......................................................       30

18       Communications..........................................................................................       31

19       Further Issues..........................................................................................       32

20       Governing Law, Third Party Rights and Jurisdiction......................................................       32

21       Counterparts............................................................................................       32

22       Termination of this Trust Deed..........................................................................       32

SCHEDULE 1  Form of Certificate..................................................................................       33
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<TABLE>
<S>                                                                                                                     <C>
SCHEDULE 2  Form of Global Certificate...........................................................................       65

SCHEDULE 3  Provisions for Meetings of Bondholders...............................................................       72
</TABLE>

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THIS TRUST DEED is made on 28 November 2003 BETWEEN:

(1)   BRILLIANCE CHINA AUTOMOTIVE FINANCE LIMITED, whose registered address is
      at Akara Building, 24 De Castro Street, Wickhams Cay I, P.O. Box 3136,
      Road Town, Tortola, British Virgin Islands (the "ISSUER");

(2)   BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED, whose registered office is
      at Cedar House, 41 Cedar Avenue, Hamilton, HM12, Bermuda (the "COMPANY");
      and

(3)   THE BANK OF NEW YORK, whose registered office is situated at One Canada
      Square, 48th Floor, London E14 5AL, United Kingdom (the "TRUSTEE", which
      expression, where the context so admits, includes all other persons or
      companies for the time being acting as trustee or trustees of this Trust
      Deed).

WHEREAS:

(A)   The Issuer has (pursuant to resolutions of the Board of Directors dated 28
      October 2003 and 24 November 2003) authorised the issue of US$200,000,000
      Zero Coupon Guaranteed Convertible Bonds due 2008 convertible into
      ordinary shares of the Company to be constituted by this Trust Deed.

(B)   The Company has authorised the giving of the guarantee and the grant of
      the rights of conversion in respect of the Bonds.

(C)   The Trustee has agreed to act as trustee of this Trust Deed on the
      following terms and conditions.

THIS DEED WITNESSES AND IT IS DECLARED as follows:

1     INTERPRETATION

1.1   DEFINITIONS: The following expressions have the following meanings:

      "ACCOUNTS" means, in relation to the Company and a Fiscal Period, its
      balance sheet and profit and loss accounts for that Fiscal Period, which
      shall be consolidated if the Company has Subsidiaries the accounts of
      which should be consolidated under the laws or regulations of Hong Kong or
      under auditing standards or practices generally accepted in Hong Kong;

      "ADDITIONAL BONDS OPTION" means the option of Citigroup Global Markets
      Limited to purchase the Optional Bonds pursuant to the terms of the
      subscription agreement dated 28 October 2003 relating to the issue of the
      Bonds, which option was exercised in full on 29 October 2003;

      "AGENCY AGREEMENT" means the Paying and Conversion Agency Agreement dated
      28 November 2003, as altered from time to time, between the Issuer, the
      Company, the Trustee, the Registrar and the Agents, whereby the Registrar
      and the Agents are appointed and includes any other agreements related to
      it, as altered from time to time, approved in writing by the Trustee
      appointing Successor Agents or a Successor Registrar;

      "AGENTS" means the Principal Agent and the other paying, conversion and
      transfer agents appointed under the Agency Agreement, at their specified
      offices, and their Successors;

      "ALTERNATIVE STOCK EXCHANGE" has the meaning set out in Condition 5(C);

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      "AUDITORS" means, in relation to the Issuer or the Company, the auditors
      for the time being of the Issuer or the Company, as the case may be, or,
      in the event of their being unable or unwilling to carry out any action
      requested of them pursuant to this Trust Deed or the Conditions, such
      other firm of auditors or financial advisers as the Issuer, or the
      Company, as the case may be, may select and the Trustee may approve for
      the purpose;

      "BONDHOLDER" or, in respect of a Bond, "HOLDER" means a person in whose
      name a Bond is registered in the register of Bondholders;

      "BONDS" means the Bonds, in the denomination of US$10,000 each, in
      registered form comprising the US$170,000,000 Zero Coupon Guaranteed
      Convertible Bonds due 2008 (the "FIRM BONDS") and the additional zero
      coupon guaranteed convertible Bonds of US$30,000,000 in principal amount
      to be issued (the "OPTIONAL BONDS") pursuant to the Additional Bonds
      Option, constituted by this Trust Deed and for the time being outstanding
      or, as the context may require, a specific number or principal amount of
      them; constituted by this Trust Deed and for the time being outstanding
      or, as the context may require, a specific number or principal amount of
      them;

      "CAPITAL DISTRIBUTION" has the meaning set out in Condition 5(C);

      "CERTIFICATE" means a certificate, substantially in the form set out in
      Schedule 1, issued in the name of the holder of one or more Bonds; and,
      except in Clause 3, includes the Global Certificate;

      "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme,
      incorporated under the laws of the Grand Duchy of Luxembourg or any
      successor securities clearing agency;

      "CLOSING PRICE" has the meaning set out in Condition 5(C);

      "CONDITIONS" means the terms and conditions set out in Schedule 1 as from
      time to time modified in accordance with this Trust Deed, and as modified,
      in their application to Bonds in respect of which the Global Certificate
      is issued, by the provisions of the Global Certificate, and any reference
      to a particularly numbered Condition shall be construed accordingly;

      "CONVERSION DATE" has the meaning set out in Condition 5(B)(i);

      "CONVERSION NOTICE" means the written notice in a form previously approved
      by the Trustee required to accompany Certificates deposited for the
      purposes of conversion of Bonds, the initial form of which is set out in
      Exhibit A to the Agency Agreement;

      "CONVERSION PERIOD" has the meaning set out in Condition 5(A)(i);

      "CONVERSION PRICE" has the meaning set out in Condition 5(A)(iii);

      "CONVERSION RIGHT" has the meaning set out in Condition 5(A)(i);

      "CURRENT MARKET PRICE" has the meaning set out in Condition 5(C);

      "DEFINITIVE CERTIFICATE" has the meaning ascribed to it in the Global
      Certificate;

      "EARLY REDEMPTION AMOUNT" has the meaning set out in Condition 7(J);

      "EMPLOYEE SHARE SCHEME" means a scheme approved by the Company at a
      general meeting (whether before or after the date hereof) pursuant to
      which Shares or other securities

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      (including rights or options) are issued to employees (including
      directors) or former employees of the Company, its Subsidiaries and/or
      associated companies, or persons related to such employees (including
      directors) or former employees provided that such issues do not amount to,
      or entitle such persons to receive, Shares in excess of 10 per cent. of
      the average number of issued Shares during any 12 months;

      "EQUIVALENT AMOUNT" has the meaning set out in Condition 5(B)(iii);

      "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
      System, or any successor securities clearing agency;

      "EVENT OF DEFAULT" means any of the events described in Condition 9;

      "EXTRAORDINARY RESOLUTION" has the meaning set out in Schedule 3;

      "FAIR MARKET VALUE" has the meaning set out in Condition 5(C);

      "FISCAL PERIOD" means, as the context may require, a period (i) commencing
      on 1 January and ending on the succeeding 31 December, or (ii) commencing
      on 1 January and ending on the succeeding 30 June provided that if the
      Company shall change its financial year so as to end on a date other than
      31 December, the foregoing shall be amended as necessary;

      "GLOBAL CERTIFICATE" means the single Global Certificate substantially in
      the form set out in Schedule 2 issued in respect of all the Bonds;

      "GUARANTEE" means the guarantee and indemnity of the Company in Clause
      2.5;

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

      "HONG KONG STOCK EXCHANGE" means The Stock Exchange of Hong Kong Limited;

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

      "NON-ASSESSABLE", in relation to securities, including the Shares, means
      that, when issued, those securities are not subject to any further calls
      by the Company for, or any other provisions which could require, further
      payments or contributions from their holders;

      "OUTSTANDING" means, in relation to the Bonds, all the Bonds issued except
      (a) those which have been redeemed in accordance with the Conditions, (b)
      those in respect of which the date for redemption has occurred and the
      redemption moneys have been duly paid to the order of the Trustee as
      provided in Clause 2 or have been duly paid to the Principal Agent if
      permitted by Clause 2 and remain available for payment following surrender
      of Certificates in respect of Bonds, (c) those in respect of which claims
      have become prescribed under Condition 10, (d) those which have been
      purchased and cancelled as provided in the Conditions and (e) those in
      respect of which the Conversion Right has been duly exercised and
      discharged (and, for the avoidance of doubt, a Bond in respect of which a
      Conversion Date has occurred shall be deemed to remain outstanding until
      the Conversion Right has been satisfied and discharged even if the holder
      is removed from the register during the conversion process); provided that
      for the purposes of (1) ascertaining the right to attend and vote at any
      meeting of the Bondholders, (2) determining how many Bonds are outstanding
      for the purposes of Conditions 9, 11 and 12 and Schedule 3, (3) the
      exercise of any discretion, power or authority which the Trustee is
      required, expressly or impliedly, to exercise in or by reference to the
      interests of the Bondholders, and (4) the certification (where relevant)
      by the Trustee as to

                                       3
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      whether any event, circumstance, matter or thing is in its opinion
      materially prejudicial to the interests of the Bondholders, those Bonds
      which are beneficially held by or on behalf of the Issuer, the Company or
      any of their Subsidiaries and not yet cancelled shall be deemed not to
      remain outstanding;

      "POTENTIAL EVENT OF DEFAULT" means an event or circumstance which would
      with the giving of notice and/or the lapse of time and/or the issuing of a
      certificate become an Event of Default;

      "PREVAILING SPOT RATE" has the meaning set out in Condition 5(C);

      "PRINCIPAL AGENT" means The Bank of New York at its specified office at
      One Canada Square, 48th Floor, London E14 5AL, United Kingdom or any
      Successor Principal Agent appointed under the Agency Agreement at its
      specified office;

      "RECORD DATE" means a date fixed by the Bye-laws of the Company or
      otherwise specified for the purpose of determining entitlements to
      dividends or other distributions to, or rights of, holders of Shares;

      "REGISTRAR" means The Bank of New York at its specified office at 101
      Barclay Street, Floor 21W New York NY 10286, United States of America or
      any Successor Registrar appointed under the Agency Agreement at its
      specified office;

      "RELEVANT STOCK EXCHANGE" has the meaning set out in Condition 5(C);

      "SHARES" means the ordinary shares of par value US$0.010 each of the
      Company;

      "SHAREHOLDER" means the person in whose name a Share is registered;

      "SPECIFIED OFFICE" means, in relation to an Agent or the Registrar the
      office identified with its name at the end of the Conditions or any other
      office approved by the Trustee and notified to the Bondholders pursuant to
      Clause 9.12;

      "SUBSIDIARY" has the meaning set out in Condition 4;

      "SUCCESSOR" means, in relation to the Agents or the Registrar, such other
      or further person as may from time to time be appointed by the Issuer and
      the Company as an Agent or the Registrar with the written approval of, and
      on terms approved in writing by, the Trustee and notice of whose
      appointment is given to Bondholders pursuant to Clause 9.12;

      "TRADING DAY" has the meaning set out in Condition 5(C);

      "THIS TRUST DEED" means this Trust Deed (as from time to time altered in
      accordance with this Trust Deed) and any other document executed in
      accordance with this Trust Deed (as from time to time so altered) and
      expressed to be supplemental to this Trust Deed; and

      "TRUST CORPORATION" means a trust corporation (as defined in the Law of
      Property Act 1925) or a corporation entitled to act as a trustee pursuant
      to applicable foreign legislation relating to trustees.

1.2   Construction of Certain References: References to:

      1.2.1 costs, charges, remuneration or expenses include any withholding,
            value added, turnover or similar tax charged in respect thereof;

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      1.2.2 "HONG KONG DOLLARS" and "HK$" are to the lawful currency for the
            time being of Hong Kong;

      1.2.3 "US DOLLARS" and "US$" are to the lawful currency for the time being
            of the United States of America;

      1.2.4 an action, remedy or method of judicial proceedings for the
            enforcement of rights of creditors include references to the action,
            remedy or method of judicial proceedings in jurisdictions other than
            England as shall most nearly approximate thereto; and

      1.2.5 references in this Trust Deed and the Conditions to the approval of
            the Trustee not being unreasonably withheld or delayed shall be
            construed giving due regard to the fact that the Trustee in giving
            any such consent or approval is acting as Trustee for the
            Bondholders and is obliged to act in their interests.

1.3   HEADINGS: Headings shall be ignored in construing this Trust Deed.

1.4   SCHEDULES: The Schedules are part of this Trust Deed and have effect
      accordingly.

1.5   DEFINITIONS IN CONDITIONS: Terms defined in the Conditions shall, unless
      otherwise defined herein, have the same meaning when used in the main body
      of this Trust Deed.

2     AMOUNT OF THE BONDS AND COVENANT TO PAY

2.1   AMOUNT OF THE BONDS: The aggregate principal amount of the Firm Bonds is
      limited to US$170,000,000 and the aggregate principal amount of the
      Optional Bonds is limited to US$30,000,000.

2.2   COVENANT TO PAY: The Issuer will on any date when the Bonds or any of them
      become due to be redeemed unconditionally pay to or to the order of the
      Trustee in New York City in US Dollars in immediately available funds the
      principal amount of the Bonds becoming due for redemption on that date
      together with any applicable premium and will (subject to the Conditions)
      until such payment (both before and after judgment) unconditionally so pay
      to or to the order of the Trustee interest in US Dollars on the principal
      amount of the Bonds outstanding as set out in the Conditions provided
      that:

      (a)   every payment of any sum due in respect of the Bonds made to the
            Principal Agent as provided in the Agency Agreement shall, to that
            extent, satisfy such obligation except to the extent that there is
            failure in its subsequent payment to the relevant Bondholders under
            the Conditions; and

      (b)   a payment made after the due date or pursuant to Condition 9 will be
            deemed to have been made when the full amount due (including
            interest accrued) has been received by the Principal Agent or the
            Trustee and notice to that effect has been given to Bondholders (if
            required under Clause 9.10) except (if payment is made to the
            Principal Agent) to the extent that there is failure in the
            subsequent payment to the relevant Bondholders under the Conditions.

      The Trustee will hold the benefit of this covenant on trust for the
      Bondholders.

2.3   DISCHARGE: Subject to Clause 2.4, any payment to be made in respect of the
      Bonds by the Issuer, the Company or the Trustee may be made as provided in
      the Conditions and any payment so made will (subject to Clause 2.4) to
      such extent be a good discharge to the Issuer, the Company or the Trustee,
      as the case may be.

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2.4   PAYMENT AFTER A DEFAULT: At any time after an Event of Default or a
      Potential Event of Default has occurred the Trustee may:

      2.4.1 by notice in writing to the issuer, the Company, the Agents and the
            Registrar, require the Agents and the Registrar, until notified by
            the Trustee to the contrary, so far as permitted by applicable law:

            (i)   to act as agents of the Trustee under this Trust Deed and the
                  Bonds on the terms of the Agency Agreement (with consequential
                  amendments as necessary and except that the Trustee's
                  liability for the indemnification, remuneration and all other
                  expenses of the Agents and the Registrar will be limited to
                  the amounts for the time being held by the Trustee in respect
                  of the Bonds on the terms of this Trust Deed) and thereafter
                  to hold all Certificates and all moneys, documents and records
                  held by them in respect of Bonds to the order of the Trustee;
                  and/or

            (ii)  to deliver all Certificates and all moneys, documents and
                  records held by them in respect of the Bonds to the Trustee or
                  as the Trustee shall direct in such notice or subsequently,
                  provided that this Clause 2.4.1(ii) shall not apply to any
                  documents or records which the Principal Agent, the Registrar
                  or the relevant Agent is obliged not to release by any law or
                  regulation to which it is subject; and

      2.4.2 by notice in writing to the Issuer and the Company require them to
            make all subsequent payments in respect of the Bonds to or to the
            order of the Trustee and not to the Principal Agent.

2.5   GUARANTEE AND INDEMNITY:

      2.5.1 GUARANTEE: The Company unconditionally and irrevocably guarantees
            that if the Issuer does not pay any sum payable by it under this
            Trust Deed or the Bonds by the time and on the date specified for
            such payment (whether on the normal due date, on acceleration or
            otherwise), the Company will pay that sum to or to the order of the
            Trustee, in the manner provided in Clause 2.2 before close of
            business on that date in the city to which payment is so to be made.
            All payments under the Guarantee by the Company will be made subject
            to Condition 8 and Clause 4.2.

      2.5.2 COMPANY AS PRINCIPAL DEBTOR: As between the Company and the Trustee
            and the Bondholders but without affecting the Issuer's obligations,
            the Company will be liable under this Clause as if it were the sole
            principal debtor and not merely a surety. Accordingly, it will not
            be discharged, nor will its liability be affected, by anything which
            would not discharge it or affect its liability if it were the sole
            principal debtor (including (a) any time, indulgence, waiver or
            consent at any time given to the Issuer or any other person, (b) any
            amendment to any other provisions of this Trust Deed or to the
            Conditions or to any security or other guarantee or indemnity, (c)
            the making or absence of any demand on the Issuer or any other
            person for payment, (d) the enforcement or absence of enforcement of
            this Trust Deed or the Bonds or of any security or other guarantee
            or indemnity, (e) the taking, existence or release of any security,
            guarantee or indemnity, (f) the dissolution, amalgamation,
            reconstruction or reorganisation of the Issuer or any other person
            or (g) the illegality, invalidity or unenforceability of or any
            defect in any provision of this Trust Deed or the Bonds or any of
            the Issuer's obligations under any of them).

      2.5.3 COMPANY'S OBLIGATIONS CONTINUING: The Company's obligations under
            this Trust Deed are and will remain in full force and effect by way
            of continuing security until

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            no sum remains payable under this Trust Deed or the Bonds.
            Furthermore, those obligations of the Company are additional to, and
            not instead of, any security or other guarantee or indemnity at any
            time existing in favour of any person, whether from the Company or
            otherwise and may be enforced without first having recourse to the
            Issuer, any other person, any security or any other guarantee or
            indemnity. The Company irrevocably waives all notices and demands of
            any kind.

      2.5.4 EXERCISE OF COMPANY'S RIGHTS: So long as any sum remains payable
            under this Trust Deed or the Bonds:

            (i)   any right of the Company, by reason of the performance of any
                  of its obligations under this Clause, to be indemnified by the
                  Issuer or to take the benefit of or to enforce any security or
                  other guarantee or indemnity will be exercised and enforced by
                  the Company only in such manner and on such terms as the
                  Trustee may require or approve; and

            (ii)  any amount received or recovered by the Company (a) as a
                  result of any exercise of any such right or (b) in the
                  dissolution, amalgamation, reconstruction or reorganisation of
                  the Issuer will be held in trust for the Trustee and
                  immediately paid to the Trustee and the Trustee will hold it
                  on the trusts set out in Clause 8 but so that nothing in this
                  Clause 2.5.4 shall be construed as creating a charge or any
                  other security interest.

      2.5.5 SUSPENSE ACCOUNTS: Any amount received or recovered by the Trustee
            (otherwise than as a result of a payment by the Issuer to the
            Trustee in accordance with this Clause 2) in respect of any sum
            payable by the Issuer under this Trust Deed or the Bonds may be
            placed in a suspense account and kept there for so long as the
            Trustee reasonably thinks fit.

      2.5.6 AVOIDANCE OF PAYMENTS: The Company shall on demand indemnify the
            Trustee and each Bondholder against any cost, loss, expense or
            liability sustained or incurred by it as a result of it being
            required for any reason (including any bankruptcy, insolvency,
            winding-up, dissolution, or similar law of any jurisdiction) to
            refund all or part of any amount received or recovered by it in
            respect of any sum payable by the Issuer under this Trust Deed or
            any Bond relating to that Bond and shall in any event pay to the
            Trustee or such Bondholders on demand the amount as refunded by it.

      2.5.7 DEBTS OF ISSUER: If any moneys become payable by the Company under
            this Guarantee, the Issuer will not (except in the event of the
            liquidation of the Issuer) so long as any such moneys remain unpaid,
            pay any moneys for the time being due from the Issuer to the
            Company.

      2.5.8 INDEMNITY: As separate, independent and alternative stipulations,
            the Company unconditionally and irrevocably agrees (a) that any sum
            which, although expressed to be payable by the Issuer under this
            Trust Deed or the Bonds, is for any reason (whether or not now
            existing and whether or not now known or becoming known to the
            Issuer, the Company, the Trustee or any Bondholder) not recoverable
            from the Company on the basis of a guarantee will nevertheless be
            recoverable from it as if it were the sole principal debtor and will
            be paid by it to the Trustee on demand and (b) as a primary
            obligation to indemnify the Trustee and each Bondholder against any
            loss suffered by it as a result of any sum expressed to be payable
            by the Issuer under this Trust Deed or the Bonds not being paid on
            the date and otherwise in the manner specified in this Trust Deed or
            any payment obligation of the Issuer under this Trust Deed or the
            Bonds being or becoming void, voidable or unenforceable for any
            reason (whether or not now existing and whether or not now known or
            becoming known to

                                       7
<PAGE>

            the Trustee or any Bondholder), the amount of that loss being the
            amount expressed to be payable by the Issuer in respect of the
            relevant sum.

      2.5.9 TRUSTEE EXCEPTED: Nothing in this Clause shall affect the right of
            the Trustee to be paid all amounts due to it under Clause 10 all of
            which amounts will be payable on an unsubordinated basis and will
            rank equally with claims of the unsubordinated creditors of the
            Company.

3     FORM OF THE BONDS AND CERTIFICATES; ISSUE OF THE BONDS

3.1   THE GLOBAL CERTIFICATE: On issue of the Bonds, the Global Certificate
      substantially in the form of Schedule 2 will be issued in respect of the
      aggregate principal amount of the Firm Bonds and the Optional Bonds, and
      the Issuer shall procure the Registrar to make such entries of Bonds in
      the register of Bondholders as appropriate. The Global Certificate will be
      issued in the name of the common depositary for Euroclear and Clearstream,
      Luxembourg or their nominee. The Global Certificate need not be security
      printed. The Bonds evidenced by the Global Certificate shall be subject to
      their terms in all respects and entitled to the same benefits under this
      Trust Deed as Bonds evidenced by individual definitive Certificates.

3.2   THE DEFINITIVE CERTIFICATES: The definitive Certificates, if issued, will
      be security printed in accordance with all applicable stock exchange
      requirements and will be substantially in the form set out in Schedule 1
      and endorsed with the Conditions.

3.3   SIGNATURE: The Global Certificate (and the definitive Certificates, if
      issued) will be signed manually or in facsimile by one or more directors
      or officers duly authorised for the purpose or manually or in facsimile by
      any duly authorised attorney of the Issuer and authenticated manually by
      or on behalf of the Registrar. The Issuer may use the signature of any
      person who at the date of this Trust Deed is an authorised officer or
      attorney, as the case may be, of the Issuer even if at the time of issue
      of any Certificate or the Global Certificate he no longer holds such
      office and the Bonds in respect of which the Global Certificate or a
      Certificate is so executed and authenticated will be binding and valid
      obligations of the Issuer.

3.4   ISSUE: Issue and delivery of the Bonds shall be complete on the issue and
      delivery of the Global Certificate to the common depositary referred to in
      Clause 3.1 (or its representative) by, or by the order of, the Issuer and
      completion of the register of Bondholders by or on behalf of the
      Registrar.

3.5   ENTITLEMENT TO TREAT HOLDER AS OWNER: The holder of any Bond will (save as
      otherwise required by law) be treated as its absolute owner for all
      purposes (whether or not it is overdue and regardless of any notice of
      ownership, trust or any interest in it or any writing on or the theft or
      loss of the Certificate issued in respect of it) and no person will be
      liable for so treating the holder.

4     STAMP DUTIES AND TAXES

4.1   STAMP DUTIES: The Issuer will pay any stamp, issue, registration,
      documentary, transfer or other taxes and duties, including interest and
      penalties, payable in respect of the creation, issue and offering of the
      Bonds, the execution or delivery of this Trust Deed and the deposit of
      Certificates for the conversion of Bonds and the issue and delivery of
      Shares following such deposit, except for the taxes and duties required to
      be paid by Bondholders or the Trustee under Condition 5(B)(ii). The Issuer
      will also indemnify the Trustee and the Bondholders from and against all
      stamp, issue, registration, documentary or other taxes and duties paid by
      any of them in any jurisdiction in connection with any action taken by or
      on behalf of the Trustee or, as the case may be, (where entitled under
      Condition 11 to do so) the

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      Bondholders to enforce the obligations of the Issuer or the Company, as
      the case may be, under this Trust Deed or the Bonds.

4.2   CHANGE OF TAXING JURISDICTION: If the Issuer or the Company becomes
      subject generally to the taxing jurisdiction of any territory or any
      authority of or in that territory having power to tax other than or in
      addition to the British Virgin Islands (in the case of the Issuer) or
      Bermuda or Hong Kong (in the case of the Company) or any such authority of
      or in such territory which imposes taxes, duties, assessments or
      governmental charges of whatever nature with respect to this Trust Deed or
      the Bonds then the Issuer or the Company, as the case may be, will
      (subject to Condition 5B(ii)) give to the Trustee an undertaking
      satisfactory to the Trustee in terms corresponding to the terms of
      Condition 8 with the substitution for, or (as the case may require) the
      addition to, the references in that Condition to the British Virgin
      Islands, Bermuda or Hong Kong of references to that other or additional
      territory or authority to whose taxing jurisdiction the Issuer or the
      Company has become so subject. In such event, this Trust Deed and the
      Bonds will be read accordingly.

5     COVENANTS RELATING TO THE CONVERSION RIGHTS

      So long as any Bond remains outstanding, save with the approval of an
      Extraordinary Resolution of the Bondholders, the Company will:

5.1   AVAILABILITY OF SHARES: keep available, free from pre-emptive or other
      rights, out of its authorised but unissued Shares such number of Shares as
      would be required to be issued on conversion of all the Bonds from time to
      time remaining outstanding and to satisfy in full all other rights of
      conversion into or exchange or subscription for Shares and shall ensure
      that all Shares delivered on conversion of Bonds will be duly and validly
      issued as fully-paid and non-assessable;

5.2   LIMITED ISSUES OF SHARES: not issue or pay up any securities, by way of
      capitalisation of profits or reserves unless the provisions set out in
      Clause 7.1 are applicable and complied with (subject, for the avoidance of
      doubt, to the de minimis exception provided in Clause 7.6), provided that
      the Company may issue or pay up any security by way of capitalisation of
      profits or reserves (i) by the issue of fully paid Shares to the
      Shareholders and other persons entitled to them, (ii) by the issue of
      Shares paid up in full out of profits or reserves in accordance with
      applicable law and issued in lieu of a cash dividend or (iii) by the issue
      of fully paid equity share capital (other than Shares) to the holders of
      equity share capital of the same class and other persons entitled thereto,
      subject in each case to the provisions of Clause 7;

5.3   LIMITED MODIFICATION OF RIGHTS: not modify the rights attaching to the
      Shares with respect to voting, dividends or liquidation nor issue any
      other class of ordinary share capital carrying any rights which are more
      favourable than the rights attaching to Shares but so that nothing in this
      Clause 5.3 shall prevent (i) the issue of equity share capital to
      employees (including directors) of the Company or any of its Subsidiaries
      or associated companies by virtue of their office or employment pursuant
      to an Employee Share Scheme, (ii) a consolidation or subdivision of the
      Shares or the conversion of any Shares into stock or vice versa, (iii) a
      modification to the rights attaching to the Shares which is not, in the
      opinion of two leading independent investment banks of international
      repute, selected by the Company and approved in writing by the Trustee,
      materially prejudicial to the interests of the Bondholders, (iv) the
      conversion of Shares into, or the issue of any Shares in, uncertificated
      form (or the conversion of Shares in uncertificated form to certificated
      form) or the amendment of the Bye-laws of the Company to enable title to
      securities of the Company (including Shares) to be evidenced and
      transferred without a written instrument or any other alteration to the
      Bye-laws of the Company made in connection with the matters described in
      this Clause 5.3 or which are supplemental or incidental to any of the
      foregoing (including amendments made to enable or

                                       9
<PAGE>

      facilitate procedures relating to such matters and amendments dealing with
      the rights and obligations of holders of securities (including Shares)
      dealt with under such procedures) or (v) any issue of equity share capital
      whereby the provisions set out in Clause 7.1 are applicable and complied
      with (subject, for the avoidance of doubt, to the de minimis exception
      provided in Clause 7.6);

5.4   LIMITED GRANT OF RIGHTS: procure that no securities (whether issued by the
      Company or any of its Subsidiaries or otherwise procured by the Company or
      any of its Subsidiaries to be issued) issued without rights to convert
      into or exchange or subscribe for Shares shall subsequently be granted
      such rights at a consideration per Share which is less than the Current
      Market Price per Share at close of business on the Trading Day last
      preceding the date of the announcement of the proposed inclusion of such
      rights unless the same gives rise (or would, if the adjustment would be
      one per cent. or more of the Conversion Price then in effect, give rise)
      to an adjustment of the Conversion Price and that at no time shall there
      be in issue Shares of differing nominal values;

5.5   RESTRICTED ACTION: not make any issue, grant or distribution or take any
      other action if the effect thereof would be that, on the conversion of
      Bonds, Shares would (but for the provisions of Clause 7.7) have to be
      issued at a discount to the par value of the Shares;

5.6   NOTICE: simultaneously with the announcement of the terms of any issue
      pursuant to Clause 7.1.6 or 7.1.7 and the announcement of any proposed
      modification pursuant to Clause 7.1.8 give notice to the Bondholders and
      the Trustee in accordance with Condition 15 (such notice to be signed by
      an authorised officer of the Issuer) advising them of the date on which
      the relevant adjustment of the Conversion Price is likely to become
      effective and of the effect of exercising their rights of conversion
      before then;

5.7   DIRECTORS' CERTIFICATE: if an event happens as a result of which the
      Conversion Price may be adjusted pursuant to this Trust Deed, subject to
      Clause 7.3, as soon as practicable send the Trustee a certificate signed
      by two Directors of the Company on behalf of the Company setting out
      particulars of the event, whether an adjustment to the Conversion Price
      falls to be made and, if so, the adjusted Conversion Price and the date on
      which such adjustment takes effect, whether an amount falls to be carried
      forward pursuant to Clause 7.6 and if so the amount to be carried forward
      and in any case setting out such other information as the Trustee may
      reasonably require;

5.8   EXTEND OFFER: if an offer is made to all (or as nearly as may be
      practicable all) Shareholders, or all (or as nearly as may be practicable
      all) such Shareholders other than the offeror and/or any associate or
      associates of the offeror to acquire all or a majority of the issued
      equity share capital of the Company, or if any person proposes a scheme
      with regard to such acquisition, give notice of such offer or scheme to
      the Bondholders at the same time as any notice thereof is sent to its
      Shareholders (or as soon as practicable thereafter) stating that details
      concerning such offer or scheme may be obtained from the specified offices
      of the Paying and Conversion Agents and the Registrar and, where such an
      offer or scheme has been recommended by the Board of Directors of the
      Company or where such an offer has become or been declared unconditional
      in all respects, use its best endeavours to procure that a like offer or
      scheme is extended to the Bondholders and the holders of any Shares issued
      during the period of the offer or scheme arising out of Conversion Rights;

5.9   NO REDUCTION OF ISSUED SHARE CAPITAL: not reduce its issued share capital
      or any uncalled liability in respect thereof except pursuant to the terms
      of issue of the relevant share capital or by means of a purchase or
      redemption of the share capital of the Company whereby the provisions set
      out in Clause 7.1 are applicable and complied with (subject, for the
      avoidance of doubt, to the de minimis exception provided in Clause 7.6);

                                       10
<PAGE>

5.10  CLOSING OF REGISTER: unless so required by applicable law or regulation or
      the Bye-laws of the Company or in order to establish a dividend or other
      rights attaching to the Shares, not close its register of Shareholders or
      take any other action which prevents the transfer of its Shares generally
      and ensure that the Bonds may be converted legally and the Shares issued
      on conversion may (subject to any limitation imposed by law or regulation
      or the Bye-laws of the Company) be transferred (as between transferor and
      transferee although not as against the Company) at all times while the
      register is closed or such other action is effective, nor take any action
      which prevents the conversion of the Bonds or the issue of Shares in
      respect of them otherwise than in accordance with the Conditions;

5.11  LISTING OF SHARES: use its best endeavours to (a) maintain a listing on
      the Hong Kong Stock Exchange for all the issued Shares for the time being
      and (b) obtain and maintain a listing for all the Shares issued on
      exercise of Conversion Rights attaching to the Bonds on the Hong Kong
      Stock Exchange, and if the Company is unable to obtain or maintain such
      listing, to use its best endeavours to obtain and maintain a listing for
      all the issued Shares on an Alternative Stock Exchange as the Company may
      from time to time (with the prior written consent of the Trustee)
      determine and will forthwith give notice to the Bondholders of any such
      listing or delisting of Shares (as a class) by the Hong Kong Stock
      Exchange or any such stock exchange;

5.12  EXPENSES: pay the expenses of the issue of, and all expenses of obtaining
      listing for, Shares arising on conversion of the Bonds;

5.13  OWNERSHIP OF THE ISSUER: the Issuer shall remain a direct or indirect,
      wholly-owned subsidiary of the Company; and

5.14  BUSINESS ACTIVITY OF THE ISSUER: procure that the Issuer will not carry on
      any business activity whatsoever other than in connection with the Bonds
      (which shall, for the avoidance of doubt, include the on-lending of the
      proceeds of the issue of Bonds to the Company or any of the Company's
      Subsidiaries) and, in particular, will not incur any indebtedness (other
      than to the Company) or make any issue of bonds, debentures, notes or
      other debt securities of any kind other than the Bonds.

      For the above purposes, "EQUITY SHARE CAPITAL" means the share capital of
      a company excluding any part of that capital which, neither as respects
      dividends nor as respects capital, carries any right to participate beyond
      a specified amount in a distribution.

6     NOTICES RELATING TO THE CONVERSION RIGHTS

6.1   REQUIREMENT TO GIVE NOTICE: If after the date of this Trust Deed:

      6.1.1 the Company authorises the grant, issue or offer to the holders of
            Shares of options, rights or warrants to subscribe for or purchase
            either any Shares or any securities convertible into, or
            exchangeable for or which confer rights to purchase, Shares; or

      6.1.2 the Company declares, or pays or makes a Capital Distribution, or
            authorises the grant, issue or offer to the holders of Shares of
            rights or warrants to subscribe for or purchase any shares or
            securities other than Shares or any securities convertible into or
            exchangeable for or which confer rights to purchase Shares; or

      6.1.3 there is a re-classification of the Shares (including a sub-division
            or consolidation of the Company's outstanding Shares) or a
            consolidation, merger or amalgamation to which the Company is a
            party or any sale or transfer of all or substantially all of the
            assets or business of the Company; or

                                       11
<PAGE>

      6.1.4 the Company authorises the issue of any securities convertible into
            or exchangeable for Shares or rights or warrants to subscribe for or
            purchase Shares or securities (other than those referred to in
            paragraph 6.1.1 or 6.1.2 above) which will, or authorises the issue
            of any Shares which will, (or, if in any such case a relevant
            consideration or offering price fixed by the Board of Directors of
            the Company to be recommended at a relevant general meeting of
            shareholders is adopted, will) upon issue give rise to an adjustment
            to the Conversion Price pursuant to Clause 7; or

      6.1.5 there is a voluntary or involuntary dissolution, liquidation or
            winding-up of the Company,

            the Company shall forthwith give written notice thereof to the
            Trustee and the Principal Agent and, in addition, it will at least
            14 days before the applicable (in the case of paragraph (a) below)
            record date or (in the case of paragraph (b) below) record date or
            date of submission, whichever is earlier, or (in the case of
            paragraph (c) below) date of submission, or (in the case of
            paragraph (d) below) date of issue or (in the case of paragraph (e)
            below) record date or effective date, whichever is earlier, give
            notice to the Bondholders stating, as the case may require:

            (a)   the record date in Hong Kong for such grant, issue or offer of
                  options, rights or warrants, dividend, distribution or payment
                  or such re-classification (and, in the case of the grant,
                  issue or offer of options, rights or warrants, the period
                  during which such options, rights or warrants may be
                  exercised); or

            (b)   the date in Hong Kong (1) on which such re-classification,
                  consolidation, merger, amalgamation, sale, transfer,
                  dissolution, liquidation or winding-up is to be submitted to a
                  general meeting of Shareholders of the Company for approval,
                  and (2) which is the record date for the same (if applicable),
                  and (3) on which such re-classification, consolidation,
                  merger, amalgamation, sale, transfer, dissolution, liquidation
                  or winding-up is expected to become effective, and (4) as of
                  which it is expected that holders of Shares will be entitled,
                  if at all, to exchange their Shares for securities or other
                  property deliverable upon such re-classification,
                  consolidation, merger, amalgamation, sale, transfer,
                  dissolution, liquidation or winding-up; or

            (c)   (in the event of the declaration of a Capital Distribution
                  referred to in paragraph 6.1.2 above, the payment of which
                  must be submitted for approval to a general meeting of
                  Shareholders or to a meeting of the Board of Directors of the
                  Company before such Capital Distribution may be paid or made)
                  the date of such submission; or

            (d)   (in the event of an issue referred to in paragraph 6.1.4
                  above) the date of such issue; or

            (e)   (in the event of such re-classification, consolidation,
                  merger, amalgamation, sale, transfer, dissolution, liquidation
                  or winding-up not being submitted to a general meeting of
                  shareholders of the Company for approval) (1) the record date
                  for the same (if applicable), and (2) the date when the same
                  becomes effective;

            provided that if the exact date of any such submission referred to
            in paragraph (b) or (c) above is not known at the time of such
            notice to the Trustee and the Principal Agent, such notice shall
            indicate the approximate date thereof and the Company shall give a
            second notice to the Trustee and the Principal Agent as soon as
            practicable, specifying the exact date of submission, and provided
            further that if the period

                                       12
<PAGE>

            referred to in paragraph (a) above or the effective date or exchange
            date referred to in paragraph (b) above or the date of issue or
            effective date referred to in paragraph (d) or (e) above is not
            known at the time of such first notice to the Trustee and the
            Principal Agent, the Company shall give a second notice (which shall
            be in writing to the Trustee and the Principal Agent, at least 14
            days before the commencement of such period or (as the case may be)
            before such date specifying such period (and the date of its
            commencement) and/or such date and shall also (in a case within
            paragraph (a), (b) or (e) above) cause such second notice to be
            given to Bondholders at least 14 days before the commencement of the
            applicable period or (as the case may be) before the effective date
            or exchange date except where such period or date has already been
            specified in the first notice to the Bondholders. However, in the
            case of any issue referred to in paragraph 6.1.4 above, the Company
            need not give any notice mentioned above before the date on which
            the relevant consideration per Share for such issue is fixed by the
            Company but in such case the Company shall promptly upon the fixing
            at such consideration give notice in accordance with this Clause.

6.2   WHERE ADJUSTMENT TO CONVERSION PRICE REQUIRED: If the event referred to in
      the notice required pursuant to Clause 6.1 would result in an adjustment
      to the Conversion Price, such notice shall also state the Conversion Price
      in effect at the time such notice is required to be given and the
      Conversion Price which will result after giving effect to such event or,
      if such adjusted Conversion Price is not then determinable, the fact that
      an adjustment in the Conversion Price may result. Without prejudice to
      Clause 5.5, if, after giving effect to the event covered by any such
      notice and to any adjustment in the Conversion Price, the Shares could not
      or might not (but for Clause 7.6), under applicable law then in effect, be
      legally issued on conversion of Bonds as fully-paid and nonassessable,
      such notice shall also state such fact and the extent to which, by reason
      of such provisions, effect will not be given to such adjustment.

6.3   NOTICE OF ADJUSTMENT: If, while any Conversion Right is or is capable of
      being or becoming exercisable, there shall be any adjustment to the
      Conversion Price, the Company shall (i) as soon as practicable notify the
      Trustee and the Agents of particulars of the event giving rise to the
      adjustment, the Conversion Price after the adjustment, the date on which
      the adjustment takes effect and such other information as the Trustee may
      require, and (ii) promptly after the adjustment takes effect, give notice
      to the Bondholders stating that the Conversion Price has been adjusted and
      setting out the Conversion Price in effect before the adjustment, the
      adjusted Conversion Price and the effective date of the adjustment.
      However, a notice pursuant to another sub-Clause of this Clause 6
      correctly stating any information required to be given pursuant to this
      sub-Clause shall, as to such information, satisfy the requirements of this
      sub-Clause.

6.4   NOTIFICATION OF CLOSED PERIODS: The Company shall give not less than 15
      days' nor more than 60 days' notice to the Trustee and the Agents of (i)
      any days during the Conversion Period on which the Company's register of
      shareholders is to be closed by reason of Hong Kong law or regulation or
      the Bye-laws of the Company or for the purpose of establishing any
      dividend or other rights attaching to the Shares, and (ii) any other day
      during the Conversion Period on which it is aware that its register of
      shareholders is to be closed. The notice shall state the reason for such
      closure and whether the Company intends to give notice to Bondholders of
      the closure.

7     ADJUSTMENTS TO THE CONVERSION PRICE

7.1   THE CONVERSION PRICE SHALL BE ADJUSTED AS FOLLOWS:

      7.1.1 CONSOLIDATION, SUBDIVISION OR RECLASSIFICATION: If and whenever
            there shall be an alteration to the nominal value of the Shares as a
            result of consolidation, subdivision

                                       13
<PAGE>

            or reclassification, the Conversion Price shall be adjusted by
            multiplying the Conversion Price in force immediately before such
            alteration by the following fraction:

                                        A
                                      -----
                                        B

            where:

            A     is the nominal amount of one Share immediately after such
                  alteration; and

            B     is the nominal amount of one Share immediately before such
                  alteration.

            Such adjustment shall become effective on the date the alteration
            takes effect.

      7.1.2 CAPITALISATION OF PROFITS OR RESERVES:

            (i)   If and whenever the Company shall issue any Shares credited as
                  fully paid to the holders of Shares ("SHAREHOLDERS") by way of
                  capitalisation of profits or reserves (including any share
                  premium account) including, Shares paid up out of
                  distributable profits or reserves and/or share premium account
                  issued, save where Shares are issued in lieu of the whole or
                  any part of a specifically declared cash dividend (the
                  "RELEVANT CASH DIVIDEND"), being a dividend which the
                  Shareholders concerned would or could otherwise have received
                  (a "SCRIP DIVIDEND") and which would not have constituted a
                  Capital Distribution, the Conversion Price shall be adjusted
                  by multiplying the Conversion Price in force immediately
                  before such issue by the following fraction:

                                        A
                                       ----
                                        B

                  where:

                  A     is the aggregate nominal amount of the issued Shares
                        immediately before such issue; and

                  B     is the aggregate nominal amount of the issued Shares
                        immediately after such issue.

            (ii)  In the case of an issue of Shares by way of a Scrip Dividend
                  where the Current Market Price of such Shares exceeds 110 per
                  cent. of the amount of the Relevant Cash Dividend or the
                  relevant part thereof and which would not have constituted a
                  Capital Distribution, the Conversion Price shall be adjusted
                  by multiplying the Conversion Price in force immediately
                  before the issue of such Shares by the following fraction:

                                       A+B
                                      ------
                                       A+C

                  where:

                  A     is the aggregate nominal amount of the issued Shares
                        immediately before such issue;

                                       14
<PAGE>

                  B     is the aggregate nominal amount of Shares issued by way
                        of such Scrip Dividend multiplied by a fraction of which
                        (i) the numerator is the amount of the whole, or the
                        relevant part, of the Relevant Cash Dividend and (ii)
                        the denominator is the Current Market Price of the
                        Shares issued by way of Scrip Dividend in respect of
                        each existing Share in lieu of the whole, or the
                        relevant part, of the Relevant Cash Dividend; and

                  C     is the aggregate nominal amount of Shares issued by way
                        of such Scrip Dividend;

                  or by making such other adjustment as two leading independent
                  investment banks of international repute (acting as experts),
                  selected by the Company and approved in writing by the
                  Trustee, shall certify to the Trustee is fair and reasonable.

            Such adjustment shall become effective on the date of issue of such
            Shares or if a record date is fixed therefor, immediately after such
            record date.

      7.1.3 CAPITAL DISTRIBUTION: If and whenever the Company shall pay or make
            any Capital Distribution to the Shareholders (except where the
            Conversion Price falls to be adjusted under sub-paragraph 7.1.2
            above), the Conversion Price shall be adjusted by multiplying the
            Conversion Price in force immediately before such Capital
            Distribution by the following fraction:

                                       A-B
                                      -----
                                        A

            where:

            A     is the Current Market Price of one Share on the last Trading
                  Day preceding the date on which the Capital Distribution is
                  publicly announced; and

            B     is the Fair Market Value on the date of such announcement, as
                  determined in good faith by two leading independent investment
                  banks of international repute (acting as experts), selected by
                  the Company and approved in writing by the Trustee, of the
                  portion of the Capital Distribution attributable to one Share.

            Such adjustment shall become effective on the date that such Capital
            Distribution is actually made.

      7.1.4 RIGHTS ISSUES OF SHARES OR OPTIONS OVER SHARES: If and whenever the
            Company shall issue Shares to all or substantially all Shareholders
            as a class by way of rights, or issue or grant to all or
            substantially all Shareholders as a class by way of rights, of
            options, warrants or other rights to subscribe for or purchase or
            otherwise acquire any Shares, in each case at less than 90 per cent.
            of the Current Market Price per Share on the last Trading Day
            preceding the date of the announcement of the terms of the issue or
            grant, the Conversion Price shall be adjusted by multiplying the
            Conversion Price in force immediately before such issue or grant by
            the following fraction:

                                       A+B
                                      ------
                                       A+C

            where:

                                       15
<PAGE>

            A     is the number of Shares in issue immediately before such
                  announcement;

            B     is the number of Shares which the aggregate amount (if any)
                  payable for the Shares issued by way of rights or for the
                  options or warrants or other rights issued by way of rights
                  and for the total number of Shares comprised therein would
                  purchase at such Current Market Price per Share; and

            C     is the aggregate number of Shares issued or, as the case may
                  be, comprised in the grant.

            Such adjustment shall become effective on the first date on which
            the Shares are traded ex-rights, ex-options, or ex-warrants on the
            Relevant Stock Exchange.

      7.1.5 RIGHTS ISSUES OF OTHER SECURITIES: If and whenever the Company shall
            issue any securities (other than Shares or options, warrants or
            other rights to subscribe for or purchase or otherwise acquire any
            Shares) to all or substantially all Shareholders as a class by way
            of rights or grant to all or substantially all Shareholders as a
            class by way of rights, of options, warrants or other rights to
            subscribe for or purchase or otherwise acquire any securities (other
            than Shares or options, warrants or other rights to subscribe for or
            purchase Shares), the Conversion Price shall be adjusted by
            multiplying the Conversion Price in force immediately before such
            issue or grant by the following fraction:

                                       A-B
                                      ------
                                        A

            where:

            A     is the Current Market Price of one Share on the last Trading
                  Day preceding the date on which such issue or grant is
                  publicly announced; and

            B     is the Fair Market Value on the date of such announcement, as
                  determined in good faith by two leading independent investment
                  banks of international repute (acting as experts), selected by
                  the Company and approved in writing by the Trustee, of the
                  portion of the rights attributable to one Share.

            Such adjustment shall become effective on the first date on which
            the Shares are traded ex-rights, ex-options or ex-warrants on the
            Relevant Stock Exchange.

      7.1.6 ISSUES AT LESS THAN CURRENT MARKET PRICE: If and whenever the
            Company shall issue (otherwise than as mentioned in sub-paragraph
            7.1.4 above) wholly for cash any Shares (other than Shares issued on
            the exercise of Conversion Rights or on the exercise of any other
            rights of conversion into, or exchange or subscription for or
            purchase of, Shares) or issue or grant (otherwise as mentioned in
            sub-paragraph 7.1.4 above) wholly for cash or for no consideration
            any options, warrants or other rights to subscribe for or purchase
            or otherwise acquire any Shares, in each case at a price per Share
            which is less than 90 per cent. of the Current Market Price per
            Share on the last Trading Day preceding the date of announcement of
            the terms of such issue or grant, the Conversion Price shall be
            adjusted by multiplying the Conversion Price in force immediately
            before such issue by the following fraction:

                                       A+B
                                      ------
                                       A+C

            where:

                                       16
<PAGE>

            A     is the number of Shares in issue immediately before the issue
                  of such additional Shares or the grant of such options,
                  warrants or other rights;

            B     is the number of Shares which the aggregate consideration (if
                  any) receivable for the issue of such additional Shares or, as
                  the case may be, for such additional Shares to be issued or
                  otherwise made available upon the exercise of any such
                  options, warrants or rights would purchase at such Current
                  Market Price per Share; and

            C     is the maximum number of Shares to be issued pursuant to such
                  issue of additional Shares or upon exercise of such options,
                  warrants or rights.

            References to additional Shares in the above formula shall, in the
            case of an issue by the Company of options, warrants or other rights
            to subscribe or purchase Shares, mean such Shares to be issued, or
            otherwise made available, assuming that such options, warrants or
            other rights are exercised in full at the initial exercise price (if
            applicable) on the date of issue of such options, warrants or other
            rights.

            Such adjustment shall become effective on the date of issue of such
            additional Shares or, as the case may be, the grant of such options,
            warrants or other rights.

      7.1.7 OTHER ISSUES AT LESS THAN CURRENT MARKET PRICE: Save in the case of
            an issue of securities arising from a conversion or exchange of
            other securities in accordance with the terms applicable to such
            securities themselves falling within this sub-paragraph 7.1.7, if
            and whenever the Company or any of its Subsidiaries (otherwise than
            as mentioned in sub-paragraphs 7.1.4, 7.1.5 or 7.1.6 above), or (at
            the direction or request of or pursuant to any arrangements with the
            Company or any of its Subsidiaries), any other company, person or
            entity (otherwise than as mentioned in sub-paragraphs 7.1.4, 7.1.5
            or 7.1.6 above) shall issue wholly for cash or for no consideration
            any securities (other than the Bonds (excluding for this purpose any
            further bonds)) which by their terms of issue carry (directly or
            indirectly) rights of conversion into, or exchange or subscription
            for, or purchase of, or otherwise acquire; Shares issued or to be
            issued by the Company (or shall grant any such rights in respect of
            existing securities so issued) or securities which by their terms
            might be redesignated as Shares, and the consideration per Share
            receivable upon conversion, exchange, subscription, purchase,
            acquisition or redesignation is less than 90 per cent. of the
            Current Market Price per Share on the last Trading Day preceding the
            date of announcement of the terms of issue of such securities (or
            the terms of the grant), the Conversion Price shall be adjusted by
            multiplying the Conversion Price in force immediately before such
            issue by the following fraction:

                                       A+B
                                      ------
                                       A+C

            where:

            A     is the number of Shares in issue immediately before such issue
                  or grant (but where the relevant securities carry rights of
                  conversion into, or rights of exchange or subscription for, or
                  purchased or acquisition of, Shares which have been issued by
                  the Company for the purposes of, or in connection with, such
                  issue, less the number of such Shares so issued);

            B     is the number of Shares which the aggregate consideration (if
                  any) receivable for the Shares to be issued or otherwise made
                  available upon conversion or exchange or on exercise of the
                  right of subscription or purchase or acquisition

                                       17
<PAGE>

                  attached to such securities or, as the case may be, for the
                  Shares to be issued or to arise from any such redesignation
                  would purchase at such Current Market Price per Share; and

            C     is the maximum number of Shares to be issued or otherwise made
                  available upon conversion or exchange of such securities or on
                  the exercise of such rights of subscription or purchase or
                  acquisition attached thereto at the initial conversion,
                  exchange or subscription price or rate or, as the case may be,
                  the maximum number of Shares to be issued or to arise or be
                  made available from any such redesignation.

            Such adjustment shall become effective on the date of issue or grant
            of such securities.

      7.1.8 MODIFICATION OF RIGHTS OF CONVERSION ETC.: If and whenever there
            shall be any modification of the rights of conversion, exchange,
            subscription, purchase or acquisition attaching to any such
            securities as are mentioned in sub-paragraph 7.1.7 above (other than
            in accordance with the terms (including terms as to adjustment)
            applicable to such securities) so that the consideration per Share
            (for the number of Shares available on conversion, exchange or
            subscription following the modification) is less than 90 per cent.
            of the Current Market Price on the last Trading Day preceding the
            date of announcement of the proposals for such modification, the
            Conversion Price shall be adjusted by multiplying the Conversion
            Price in force immediately before such modification by the following
            fraction:

                                       A+B
                                      ------
                                       A+C

            where:

            A     is the number of Shares in issue immediately before such
                  modification (but where the relevant securities carry rights
                  of conversion into, or rights of exchange or subscription for
                  or purchase or acquisition of, Shares which have been issued
                  by the Company for the purposes of, or in connection with,
                  such issue, less the number of such Shares so issued);

            B     is the number of Shares which the aggregate consideration (if
                  any) receivable for the Shares to be issued or otherwise made
                  available upon conversion or exchange or upon exercise of the
                  right of subscription or purchase or acquisition attached to
                  the securities so modified would purchase at such Current
                  Market Price per Share or, if lower, the existing conversion,
                  exchange, subscription or purchase price of such securities;
                  and

            C     is the maximum number of Shares to be issued or otherwise made
                  available upon conversion or exchange of such securities or
                  upon the exercise of such rights of subscription, purchase or
                  acquisition attached thereto at the modified conversion,
                  exchange or subscription or purchase price or rate but giving
                  credit in such manner as two leading independent investment
                  banks of international repute (acting as experts), selected by
                  the Company and approved in writing by the Trustee, consider
                  appropriate (if at all) for any previous adjustment under this
                  Clause 7.1.8 or Clause 7.1.7 above.

            Such adjustment shall become effective on the date of modification
            of the rights of conversion, exchange, subscription, purchase or
            acquisition attaching to such securities.

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<PAGE>

      7.1.9 OTHER OFFERS TO SHAREHOLDERS: If and whenever the Company or any of
            its Subsidiaries or (at the direction or request of or pursuant to
            any arrangements with the Company or any of its Subsidiaries) any
            other company, person or entity issues, sells or distributes any
            securities in connection with which an offer to which the
            Shareholders generally (meaning for these purposes the holders of at
            least 60 per cent. of the Shares outstanding at the time such offer
            is made) are entitled to participate in arrangements whereby such
            securities may be acquired by them (except where the Conversion
            Price falls to be adjusted under sub-paragraphs 7.1.4, 7.1.5 or
            7.1.6 above), the Conversion Price shall be adjusted by multiplying
            the Conversion Price in force immediately before such issue by the
            following fraction:

                                       A-B
                                      -----
                                        A

            where:

            A     is the Current Market Price of one Share on the last Trading
                  Day preceding the date on which such issue is publicly
                  announced; and

            B     is the Fair Market Value on the date of such announcement, as
                  determined in good faith by two leading independent investment
                  banks of international repute (acting as experts), selected by
                  the Company and approved in writing by the Trustee, of the
                  portion of the rights attributable to one Share.

            Such adjustment shall become effective on the date of issue of the
            securities.

      7.1.10 OTHER EVENTS: If the Company determines that an adjustment should
            be made to the Conversion Price as a result of one or more events or
            circumstances not referred to in this Clause 7.1, the Company shall,
            at its own expense, consult a leading independent investment bank of
            international repute (acting as an expert), selected by the Company
            and approved in writing by the Trustee, to determine as soon as
            practicable what adjustment (if any) to the Conversion Price is fair
            and reasonable to take account thereof, if the adjustment would
            result in a reduction in the Conversion Price, and the date on which
            such adjustment should take effect and upon such determination by
            the independent investment Bank such adjustment (if any) shall be
            made and shall take effect in accordance with such determination,
            provided that where the circumstances giving rise to any adjustment
            pursuant to this Clause 7.1 have already resulted or will result in
            an adjustment to the Conversion Price or where the circumstances
            giving rise to any adjustment arise by virtue of circumstances which
            have already given rise or will give rise to an adjustment to the
            Conversion Price, such modification (if any) shall be made to the
            operation of the provisions of this Clause 7.1 as may be advised by
            the independent investment bank to be in their opinion appropriate
            to give the intended result.

7.2   CALCULATION OF CONSIDERATION RECEIVABLE: For the purpose of any
      calculation of the consideration receivable pursuant to Clauses 7.1.6,
      7.1.7 and 7.1.8:

      7.2.1 ISSUE OF SHARES FOR CASH: the aggregate consideration receivable for
            Shares issued for cash shall be the amount of such cash provided
            that in no case shall any deduction be made for any commission or
            any expenses paid or incurred by the Company for any underwriting of
            the issue or otherwise in connection therewith;

      7.2.2 ISSUE OF SHARES ON CONVERSION OR EXERCISE OF SECURITIES: (1) the
            aggregate consideration receivable for the Shares to be issued on
            the conversion or exchange of any securities shall be deemed to be
            the consideration received or receivable by the

                                       19
<PAGE>

            Company for any such securities and (2) the aggregate consideration
            receivable for the Shares to be issued on the exercise of rights of
            subscription attached to any securities shall be deemed to be that
            part (which may be the whole) of the consideration received or
            receivable by the Company for such securities which is attributed by
            the Company to such rights of subscription or, if no part of such
            consideration is so attributed or the Trustee so requires by written
            notice to the Company, the Fair Market Value of such rights of
            subscription as at the date of the announcement of the terms of
            issue of such securities (as determined in good faith by two leading
            independent investment banks, selected by the Company and approved
            in writing by the Trustee), plus in the case of each of (1) and (2)
            above, the additional minimum consideration (if any) to be received
            by the Company on the conversion or exchange of such securities, or
            on the exercise of such rights of subscription (the consideration in
            all such cases to be determined subject to the proviso in Clause
            7.2.1 and (3) the consideration per Share receivable by the Company
            on the conversion or exchange of, or on the exercise of such rights
            of subscription attached to, such securities shall be the aggregate
            consideration referred to in (1) or (2) above (as the case may be)
            converted into Hong Kong dollars if such consideration is expressed
            in a currency other than Hong Kong dollars at such rate of exchange
            as may be determined in good faith by two leading independent
            investment banks selected by the Company and approved in writing by
            the Trustee to be the spot rate ruling at the close of business on
            the date of announcement of the terms of issue of such securities,
            divided by the number of Shares to be issued on such conversion or
            exchange or exercise at the initial conversion, exchange or
            subscription price or rate.

7.3   MORE THAN ONE EVENT IN QUICK SUCCESSION: Where more than one event which
      gives or may give rise to an adjustment to the Conversion Price occurs
      within such a short period of time that in the opinion of an independent
      investment bank of international repute (acting as experts), selected by
      the Company and approved in writing by the Trustee, the foregoing
      provisions would need to be operated subject to some modification in order
      to give the intended result, such modification shall be made to the
      foregoing provisions as may be advised by such independent investment bank
      to be in their opinion appropriate for that purpose to give such intended
      result.

7.4   EMPLOYEE SHARE SCHEMES: No adjustment will be made to the Conversion Price
      when Shares or other securities (including rights or options) are issued,
      offered or granted to employees (including directors) of the Company or
      any of its Subsidiaries pursuant to any Employee Share Scheme (and which
      Employee Share Scheme is in compliance with the Listing Rules or, if
      applicable, listing rules of an Alternative Stock Exchange).

7.5   AUDITORS' CERTIFICATE CONCLUSIVE: If any doubt shall arise as to the
      appropriate adjustment to the Conversion Price a certificate of the
      Auditors or an independent investment bank shall be conclusive and binding
      on all concerned save in the case of manifest error.

7.6   ROUNDING AND MINOR ADJUSTMENTS: On any adjustment, the resultant
      Conversion Price, if not an integral multiple of one Hong Kong cent, shall
      be rounded down to the nearest Hong Kong cent. No adjustment shall be made
      to the Conversion Price if such adjustment (rounded down if applicable)
      would be less than one per cent. of the Conversion Price then in effect.
      Any adjustment not required to be made, and any amount by which the
      Conversion Price has not been rounded down, shall be carried forward and
      taken into account in any subsequent adjustment. Notice of any adjustments
      shall be given to Bondholders in accordance with Condition 15 as soon as
      practicable after their determination.

7.7   NO DISCOUNT TO PAR VALUE: The Conversion Price may not be reduced so that,
      on conversion of Bonds, Shares would fall to be issued at a discount to
      their par value.

                                       20
<PAGE>

7.8   SELECTION OF INVESTMENT BANKS: If the Company fails to select a leading
      independent investment bank when required for the purposes of this Clause,
      the Trustee may select such bank and shall have no liability to any person
      in respect of such selection.

7.9   POST-RECORD DATE ADJUSTMENTS: If the Conversion Date in relation to any
      Bond shall be after the record date for any such issue, distribution or
      grant as is mentioned in Clause 7.1.2 to 7.1.5 and 7.1.9, or any such
      issue as is mentioned in Clause 7.1.6 and 7.1.7 which is made to the
      Shareholders or any of them, but before the relevant adjustment becomes
      effective under Clause 7.1, the Company shall (conditional on such
      adjustment becoming effective) procure that there be issued to the
      converting Bondholder or in accordance with the instructions contained in
      the Conversion Notice (subject to applicable exchange control or other
      laws or other regulations) such additional number of Shares as, together
      with the Shares issued or to be issued on conversion of the relevant Bond,
      is equal to the number of Shares which would have been required to be
      issued on conversion of such Bond if the relevant adjustment (more
      particularly referred to in the said Clauses above) to the Conversion
      Price had in fact been made and become effective immediately after the
      relevant record date. Such additional Shares will be allotted as at, and
      within one month after, the relevant Conversion Date or, if the adjustment
      results from the issue of Shares, the date of issue of Shares.
      Certificates for such Shares will be despatched within such period of one
      month.

7.10  NO DUTY TO MONITOR: The Trustee shall not be under any duty to monitor
      whether any event or circumstance has happened or exists which may require
      an adjustment to be made to the Conversion Price and will not be
      responsible to Bondholders for any loss arising from any failure by it to
      do so.

8     APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE

      All moneys received by the Trustee in respect of the Bonds or amounts
      payable under this Trust Deed will, despite any appropriation of all or
      part of them by the Issuer or the Company, be held by the Trustee upon
      trust to apply them (subject to Clause 2.5.5 and Clause 8.2):

            firstly, in payment of all costs, charges, expenses and liabilities
            incurred by the Trustee (including remuneration payable to the
            Trustee) in carrying out its functions under this Trust Deed;

            secondly, in payment of any amounts of principal and premium (if
            any) owing in respect of the Bonds pari passu and rateably;

            thirdly, in payment of any other amounts owing in respect of the
            Bonds; and

            fourthly, in payment of any balance (if any) to the Issuer for
            itself or, if any moneys were received from the Company and to the
            extent of such moneys, the Company.

      If the Trustee holds any moneys which represent principal and premium (if
      any) in respect of Bonds in respect of which claims have become prescribed
      under Condition 10, the Trustee will hold them on these trusts.

9     GENERAL COVENANTS

      So long as any Bond is outstanding, each of the Issuer (for itself) and
      the Company (both for itself and procure that the Issuer) will:

9.1   BOOKS OF ACCOUNT: keep, and procure that its Subsidiaries keep, proper
      books of account and, at any time after an Event of Default or Potential
      Event of Default has occurred or if the

                                       21
<PAGE>

      Trustee has grounds to believe that such an event has occurred, so far as
      permitted by applicable law, allow, and procure that each of its
      Subsidiaries will allow, the Trustee and anyone appointed by it, access to
      the books of account of the Issuer, the Company and/or the relevant
      Subsidiary respectively at all reasonable times during normal business
      hours;

9.2   NOTICE OF EVENTS OF DEFAULT: notify the Trustee in writing immediately on
      becoming aware of the occurrence of any Event of Default or Potential
      Event of Default;

9.3   INFORMATION: so far as permitted by applicable law, give the Trustee such
      information as it reasonably requires to perform its functions;

9.4   FINANCIAL STATEMENTS ETC.: send to the Trustee, as promptly as practicable
      (and, in the case of each annual Fiscal Period, in any event within six
      months) after the close of each Fiscal Period, three copies or
      translations, in each case in English, of the following:

      9.4.1 in the case of the first semi-annual Fiscal Period falling within
            each of the annual Fiscal Periods, the semi-annual interim report
            containing unaudited consolidated Accounts of the Company in respect
            of such Fiscal Period which Accounts are prepared on a basis
            substantially consistent with the most recent audited Accounts, or
            which indicate the way in which their basis of preparation is
            different; and

      9.4.2 in the case of each annual Fiscal Period, the annual report
            containing audited Accounts of the Company as at the end of, and
            for, such Fiscal Period, reported on by the Auditors and prepared in
            accordance with generally accepted auditing standards and commercial
            practice in Hong Kong;

      provided that if and to the extent that the Accounts are not prepared or
      adjusted on a basis consistent with that used for the preceding
      corresponding Fiscal Period, that fact shall be stated;

9.5   INFORMATION MATERIAL TO BONDHOLDERS: send to the Trustee three copies or
      translations, in each case in the English language, of all notices,
      statements and documents which are material information to the Bondholders
      and are issued to the holders of its shares or its creditors generally as
      soon as practicable (but not later than 30 days) after their date of issue
      and make available to the Agents (without cost to the Agents) as many
      further copies or translations as they may reasonably request in order to
      satisfy requests from Bondholders for them;

9.6   OTHER INFORMATION: send to the Trustee together with the Accounts referred
      to in Clause 9.4 a list in the English language of all documents issued,
      during or in respect of the relevant annual Fiscal Period, by the Company
      to its Shareholders, which list shall indicate the principal subject of
      each of such documents, and (if the Trustee so requires at any time)
      provide a certified copy or translation, in each case in the English
      language, of any document described in such list within 30 days after
      being requested so to do;

9.7   CERTIFICATE OF DIRECTORS: send to the Trustee, within 14 days of its
      annual audited Accounts being made available to its members, and also
      within 14 days after any request by the Trustee a certificate of each of
      the Issuer and the Company signed by its Director to the effect that,
      having made all reasonable enquiries, to the best of the knowledge,
      information and belief of the Issuer or the Company as at a date (the
      "CERTIFICATION DATE") being not more than five days before the date of the
      certificate

      9.7.1 no Event of Default or Potential Event of Default had occurred since
            the date of this Trust Deed or the Certification Date of the last
            such certificate (if any) or, if such an event had occurred, giving
            details of it; and

                                       22
<PAGE>

      9.7.2 each of the Issuer and the Company has complied with all its
            obligations under this Trust Deed.

      The Trustee shall be entitled to rely upon certificates of each of the
      Issuer and the Company;

9.8   NOTICES TO BONDHOLDERS: send to the Trustee at least three days prior to
      the date of publication, a copy of the form of each notice to be given to
      Bondholders and once given, two copies of each such notice, such notice to
      be in a form approved by the Trustee and (if applicable) complying with
      the requirements of the Luxembourg Stock Exchange or, if applicable, the
      Hong Kong Stock Exchange or an Alternative Stock Exchange;

9.9   FURTHER ACTS: so far as permitted by applicable law, do such further
      things as may be necessary in the opinion of the Trustee to give effect to
      this Trust Deed;

9.10  NOTICE OF LATE PAYMENT: forthwith upon request by the Trustee give notice
      to the Bondholders of any unconditional payment to the Principal Agent or
      the Trustee of any sum due in respect of the Bonds made after the due date
      for such payment;

9.11  LISTING: use its best endeavours to maintain the listing of the Bonds on
      the Luxembourg Stock Exchange. If, however, it is unable to do so, having
      used such endeavours, or if the maintenance of such listing is agreed by
      the Trustee to be unduly onerous and the Trustee is satisfied that the
      interests of the Bondholders would not be thereby materially prejudiced,
      instead use its best endeavours to obtain and maintain a listing of the
      Bonds on another stock exchange approved in writing by the Trustee;

9.12  CHANGE IN AGENTS: give at least 14 days' prior notice to the Bondholders
      of any future appointment, resignation or removal of any Agent or of the
      Registrar or of any change by any Agent or by the Registrar of its
      specified office and not make any such appointment or removal without the
      Trustee's prior written approval;

9.13  EARLY REDEMPTION: give prior notice to the Trustee of any proposed early
      redemption pursuant to Condition 7(B) or (C);

9.14  CHANGE OF CONTROL OR DELISTING: give notice (which shall be in writing) to
      the Trustee and the Bondholders in accordance with Condition 15 by not
      later than 14 days following the first day on which it becomes aware of
      the occurrence of a Change of Control (as defined in Condition 7(J)) or
      Delisting (as defined in Condition 7(F));

9.15  SUBSIDIARIES: give to the Trustee at the same time as sending the
      certificate referred to in Clause 9.7 or within 21 days of a request by
      the Trustee following the occurrence of an Event of Default, a certificate
      by the Directors of the Company listing those Subsidiaries which as at end
      of the last financial year of the Company or as at the date specified in
      such request were Principal Subsidiaries (as defined in Condition 9). The
      certificate would be accompanied by a report by the Auditors addressed to
      the Directors of the Company and the Trustee as to the proper extraction
      of the figures used by the Company in determining the Principal
      Subsidiaries of the Company and mathematical accuracy of the calculations;

9.16  COMPLIANCE: the Conditions shall be binding on the Issuer, the Company and
      the Bondholders. The Trustee shall be entitled to enforce the obligations
      of the Issuer and the Company under the Bonds and the Conditions as if the
      same were set out and contained in this Trust Deed which shall be read and
      construed as one document with the Bonds. The provisions contained in
      Schedule 3 shall have effect in the same manner as if herein set forth;
      and

                                       23
<PAGE>

9.17  BONDS HELD BY THE ISSUER ETC.: send to the Trustee as soon as practicable
      after being so requested by the Trustee a certificate of the Issuer or, as
      the case may be, the Company signed by any two of its Directors stating
      the number of Bonds held at the date of such certificate by or on behalf
      of the Issuer or, as the case may be, the Company or their respective
      Subsidiaries.

10    REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE

10.1  NORMAL REMUNERATION: So long as any Bond is outstanding the Issuer
      (failing whom the Company) will pay the Trustee as remuneration for its
      services as Trustee such sum on such dates in each case as they may from
      time to time agree. Such remuneration will accrue from day to day from the
      date of this Trust Deed. However, if any payment to a Bondholder of moneys
      due in respect of any Bond or delivery of Shares on conversion of a Bond
      is improperly withheld or refused by the Issuer or the Company, such
      remuneration will again accrue as from the date of such withholding or
      refusal until payment or delivery to such Bondholder or the Trustee is
      duly made.

10.2  EXTRA REMUNERATION: If an Event of Default or a Potential Event of Default
      shall have occurred or if the Trustee (after prior consultation with the
      Issuer) finds it expedient or necessary or is requested by the Issuer to
      undertake duties which are in the opinion of the Trustee of an exceptional
      nature or otherwise outside the scope of the Trustee's normal duties under
      this Trust Deed, the Issuer will pay such additional remuneration as they
      may agree or, failing agreement as to any of the matters in this Clause
      10.2 (or as to such sums referred to in sub-Clause 10.1), as determined by
      an investment bank selected by the Trustee and approved by the Issuer or,
      failing such approval, nominated by the President for the time being of
      The Law Society of England and Wales. The expenses involved in such
      nomination and such investment bank's fee will be paid by the Issuer. The
      determination of such investment bank will be conclusive and binding on
      the Issuer, the Company, the Trustee and the Bondholders.

10.3  EXPENSES: The Issuer (failing whom the Company) will also on demand by the
      Trustee pay or discharge all costs, charges, liabilities and expenses
      properly incurred by the Trustee in the preparation and execution of this
      Trust Deed and the performance of its functions under this Trust Deed
      including, but not limited to, legal and travelling expenses and any
      stamp, documentary or other taxes or duties paid by the Trustee in
      connection with any legal proceedings properly brought or contemplated by
      the Trustee against the Issuer or the Company to enforce any provision of
      this Trust Deed or the Bonds. Such costs, charges, liabilities and
      expenses will:

      10.3.1 in the case of payments made by the Trustee before such demand
             carry interest from the date of the demand at the rate of two per
             cent. per annum over the overnight rate of The Bank of New York on
             the date on which the Trustee made such payments; and

      10.3.2 in other cases carry interest at such rate from 30 days after the
             date of the demand or (where the demand specifies that payment is
             to be made on an earlier date) from such earlier date.

10.4  INDEMNITY: The Issuer (failing whom the Company) will on demand by the
      Trustee indemnify it in respect of Amounts or Claims paid or incurred by
      it in acting as trustee under this Trust Deed (including (1) any
      Agent/Delegate Liabilities and (2) in respect of disputing or defending
      any Amounts or Claims made against the Trustee or any Agent/Delegate
      Liabilities). The Issuer will on demand by such agent or delegate
      indemnify it against such Agent/Delegate Liabilities. "AMOUNTS OR CLAIMS"
      are losses, liabilities, costs, claims, actions, demands or expenses and
      "AGENT/DELEGATE LIABILITIES" are Amounts or Claims which the Trustee is or
      would be obliged to pay or reimburse to any of its agents or delegates
      appointed pursuant to this Trust Deed. The Contracts (Rights of Third
      Parties) Act 1999 applies to this Clause 10.4.

                                       24
<PAGE>

10.5  CONTINUING EFFECT: Clauses 10.3 and 10.4 will continue in full force and
      effect as regards the Trustee even if it no longer is Trustee or the Bonds
      are no longer outstanding or this Trust Deed has been discharged.

11    PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000

11.1  ADVICE: The Trustee may act on the opinion or advice of, or information
      obtained from, any expert (including the Auditors), whether obtained by or
      addressed to the Issuer, the Company, the Trustee, the Principal Agent or
      otherwise, and notwithstanding any monetary or other limit on liability
      contained therein will not be responsible to anyone for any loss
      occasioned by so acting. Any such opinion, advice or information may be
      sent or obtained by letter, telex, fax or electronic mail and the Trustee
      will not be liable to anyone for acting in good faith and reasonably on
      any opinion, advice or information purporting to be conveyed by such means
      even if it contains some error or is not authentic.

11.2  TRUSTEE TO ASSUME PERFORMANCE: The Trustee need not notify anyone of the
      execution of this Trust Deed or do anything to find out if an Event of
      Default or Potential Event of Default has occurred. Until it has actual
      knowledge or express notice to the contrary, the Trustee may assume that
      no such event has occurred and that the Issuer and the Company are
      performing all their obligations under this Trust Deed and the Bonds.

11.3  RESOLUTIONS OF BONDHOLDERS: The Trustee will not be responsible for having
      acted in good faith on a resolution purporting to have been passed at a
      meeting of Bondholders in respect of which minutes have been made and
      signed even if it is later found that there was a defect in the
      constitution of the meeting or the passing of the resolution or that the
      resolution was not valid or binding on the Bondholders.

11.4  CERTIFICATE SIGNED BY DIRECTORS: If the Trustee, in the exercise of its
      functions, requires to be satisfied or to have information as to any fact
      or the expediency of any act, it may call for and accept as sufficient
      evidence of that fact or the expediency of that act a certificate or
      report signed by the Issuer's Auditors or the Company's Auditors or any
      Director of the Issuer or the Company, as the case may be, as to that fact
      or to the effect that, in its opinion, that act is expedient and the
      Trustee need not call for further evidence and will not be responsible for
      any loss occasioned by acting on such a certificate or report.

11.5  DEPOSIT OF DOCUMENTS: The Trustee may appoint as custodian, on any terms,
      any bank or entity whose business includes the safe custody of documents
      or any lawyer or firm of lawyers reasonably believed by it to be of good
      repute and may deposit this Trust Deed and any other documents with such
      custodian and pay all sums due in respect thereof.

11.6  DISCRETION: The Trustee will have absolute and uncontrolled discretion as
      to the exercise of its functions pursuant to the terms of this Trust Deed
      and will not be responsible for any loss, liability, cost, claim, action,
      demand, expense or inconvenience which may result from their exercise or
      non-exercise. Whenever in this Trust Deed, the Agency Agreement or by law,
      the Trustee shall have discretion or permissive power it may decline to
      exercise the same in the absence of approval by the Bondholders.

11.7  AGENTS: Whenever it reasonably considers it expedient in the interests of
      the Bondholders, the Trustee may, in the conduct of its trust business,
      instead of acting personally, employ and pay an agent selected by it,
      whether or not a lawyer or other professional person, to transact or
      conduct, or concur in transacting or conducting, any business and to do or
      concur in doing all acts required to be done by the Trustee (including the
      receipt and payment of money).

                                       25
<PAGE>

11.8  DELEGATION: Whenever it reasonably considers it expedient in the interests
      of the Bondholders, the Trustee may delegate to any person on any terms
      (including power to sub-delegate) all or any of its functions.

11.9  NOMINEES: In relation to any asset held by it under this Trust Deed, the
      Trustee may appoint any person to act as its nominee on any terms.

11.10 FORGED BONDS: The Trustee will not be liable to the Issuer or the Company
      or any Bondholder by reason of having accepted as valid or not having
      rejected any Bond purporting to be such and later found to be forged or
      not authentic.

11.11 CONFIDENTIALITY: Unless ordered to do so by a court of competent
      jurisdiction the Trustee shall not be required to disclose to any
      Bondholder any confidential financial or other information made available
      to the Trustee by the Issuer or the Company.

11.12 DETERMINATIONS CONCLUSIVE: As between itself and the Bondholders the
      Trustee may determine all questions and doubts arising in relation to any
      of the provisions of this Trust Deed. Such determinations, whether made
      upon such a question actually raised or implied in the acts or proceedings
      of the Trustee, will be conclusive and shall bind the Trustee and the
      Bondholders.

11.13 CURRENCY CONVERSION: Where it is necessary or desirable to convert any sum
      from one currency to another, it will (unless otherwise provided hereby or
      required by law) be converted at such rate or rates, in accordance with
      such method and as at such date as may reasonably be specified by the
      Trustee but having regard to current rates of exchange, if available. Any
      rate, method and date so specified will be binding on the Issuer, the
      Company and the Bondholders.

11.14 EVENTS OF DEFAULT: The Trustee may determine whether or not an Event of
      Default or Potential Event of Default is in its opinion capable of remedy
      and/or materially prejudicial to the interests of the Bondholders. Any
      such determination will be conclusive and binding on the Issuer, the
      Company and the Bondholders.

11.15 PAYMENT FOR AND DELIVERY OF BONDS: The Trustee will not be responsible for
      the receipt or application by the Issuer of the proceeds of the issue of
      the Bonds, any exchange of Bonds or the delivery of Bonds to the persons
      entitled to them.

11.16 CONVERSION PRICE: The Trustee shall have no duty or responsibility to
      determine whether facts exist which may require an adjustment of the
      Conversion Price or to determine the nature or extent of any such
      adjustment when made or the method used or to be used in making it.

11.17 THE SHARES: The Trustee shall have no duty or responsibility at any time
      in respect of the validity or value (or the kind or amount) of the Shares
      or any other property which may at any time be issued or delivered on the
      conversion of any Bonds or the sale or other disposal of any Shares. The
      Trustee shall not be responsible for any failure of the Company to make
      available or deliver any Shares, share certificates or any other
      securities or property or make any payment on the exercise of any
      Conversion Right.

11.18 RESPONSIBILITY: The Trustee assumes no responsibility for the correctness
      of Recital (A) to this Trust Deed which shall be taken as a statement by
      the Issuer, nor shall the Trustee by the execution of this Trust Deed be
      deemed to make any representation as to the validity, sufficiency or
      enforceability of the Bonds.

                                       26
<PAGE>

11.19 ENFORCEMENT: The Trustee shall not be under any obligation to take
      proceedings against the Issuer or the Company to enforce payment of the
      Bonds after the Bonds have become due and payable nor to declare the Bonds
      due and payable unless it shall have been indemnified and/or secured to
      its satisfaction.

11.20 SATISFACTION OF TRUSTEE IN CONDITION 7(C): For the purposes of Condition
      7(C) the Trustee shall be satisfied by the Issuer that the Issuer (or if
      the Guarantee was called, the Company) will be obliged to pay additional
      amounts as provided in that Condition by the delivery to it of (a) a
      certificate signed by two directors of the Issuer (or, as the case may be,
      the Company) and (b) an opinion of independent legal or tax advisors of
      recognised standing to the effect that such additional amounts are payable
      by the Issuer (or, as the case may be, the Company) in accordance with
      that Condition.

11.21 CONSOLIDATION, AMALGAMATION ETC.: The Trustee shall not be responsible for
      any consolidation, amalgamation, merger, reconstruction or scheme of the
      Issuer or the Company or any sale or transfer of all or substantially all
      of the assets of the Issuer or the Company or the form or substance of any
      plan relating thereto or the consequences thereof to any Bondholder.

11.22 BONDS AND DOCUMENTS: The Trustee shall not be liable to the Issuer or the
      Company or any Bondholder if without gross negligence or wilful default on
      its part it has accepted as valid or has not rejected any Bonds purporting
      to be such and subsequently found to be forged or not authentic not shall
      it be liable for any action taken or omitted to be taken in reliance on
      any document, certificate or communication believed by it to be genuine
      and to have been presented or signed by the proper parties.

11.23 CONSENT: Any consent to be given by the Trustee for the purposes of this
      Trust Deed may be given on such reasonable terms and subject to such
      reasonable conditions (if any) as the Trustee thinks fit.

11.24 ACCELERATION: The Trustee shall not be obliged to declare the Bonds
      immediately due and payable under Condition 9 unless it has been
      indemnified to its satisfaction in respect of all costs, claims and
      liabilities which it has incurred to that date and to which it may thereby
      and as a consequence thereof in its opinion render itself, or have
      rendered itself, liable.

11.25 RESPONSIBILITY FOR AGENTS ETC.: If the Trustee exercises reasonable care
      in selecting any custodian, agent, delegate or nominee appointed under
      this clause (an "APPOINTEE"), it will not have any obligation to supervise
      the Appointee or be responsible for any loss, liability, cost, claim,
      action, demand or expense incurred by reason of the Appointee's misconduct
      or default or the misconduct or default of any substitute appointed by the
      Appointee.

11.26 BONDS HELD BY THE ISSUER ETC.: In the absence of knowledge or express
      notice to the contrary, the Trustee may assume without enquiry (other than
      requesting a certificate under Clause 9.17) that no Bonds are for the time
      being held by or on behalf of the Issuer, the Company or their
      Subsidiaries.

11.27 OTHER OBLIGATIONS: The Trustee shall not be responsible for the validity
      or enforceability of any obligations owed to it as Trustee hereof other
      than by the Issuer and/or the Company the benefit of which obligations
      have been taken by the Trustee in the interests of the Noteholders.

11.28 RELIANCE: Any certificate or report of the Auditors or any other expert or
      other person called for by or provided to the Trustee (whether or not
      addressed to the Trustee) in accordance with or for the purposes of these
      Conditions or the Trust Deed may be relied upon by the Trustee as
      sufficient evidence of the facts therein and shall, in absence of manifest
      error, be

                                       27
<PAGE>

      conclusive and binding on all parties and the Trustee shall not be
      responsible for any loss occasioned by acting on any such certificate or
      report. The Trustee shall be entitled to rely on any report of
      accountants, financial advisers or investment bank where the Issuer or the
      Company procures the delivery of the same pursuant to its obligations to
      do so under the Conditions and such report shall be binding on the Issuer,
      the Company and the holders of the Bonds in the absence of manifest or
      proven error.

11.29 RELIANCE ON CERTIFICATES: The Trustee may rely without liability to the
      Bondholders on any certificate prepared by the Directors of the Company
      and accompanied by a certificate or report prepared by the Auditors
      pursuant to the Conditions and/or this Trust Deed, whether or not
      addressed to the Trustee and whether or not the Auditors' liability in
      respect thereof is limited by a monetary cap or otherwise limited or
      excluded and shall be obliged to do so where the certificate or report is
      delivered pursuant to the obligation of the Issuer or the Company to
      procure such delivery under the Conditions; any such certificate or report
      shall be conclusive and binding on the Issuer, the Company, the Trustee
      and the Bondholders.

11.30 COMPANY'S INSTRUCTIONS BINDING ON ISSUER: The Trustee may act on the
      instructions of or request from the Company which instructions or request
      shall bind the Issuer.

11.31 CERTIFICATES FROM CLEARING SYSTEMS: The Trustee may call for any
      certificate or other document to be issued by Clearstream, Luxembourg or
      Euroclear (or any alternative clearing system on behalf of whom the Global
      Certificate may be held) as to the principal amount of Bonds evidenced by
      the Global Certificate standing to the account of any person. Any such
      certificate or other document shall, in the absence of manifest error, be
      conclusive and binding for all purposes. The Trustee shall not be liable
      to any person by reason of having accepted as valid or not having rejected
      any certificate or other document to such effect purporting to be issued
      by Clearstream, Luxembourg or Euroclear (or any such alternative clearing
      system) and subsequently found to be forged or not authentic or not to be
      correct.

12    TRUSTEE LIABLE FOR NEGLIGENCE

      Section 1 of the Trustee Act 2000 shall not apply to any function of the
      Trustee in relation to the trust constituted under this Trust Deed,
      provided that if the Trustee fails to show the degree of care and
      diligence required of it as trustee having regard to the provisions
      hereof, nothing in this Trust Deed shall relieve or indemnify it from or
      against any liability which would otherwise attach to it in respect of any
      negligence, default, breach of duty or breach of trust of which it may be
      guilty.

13    WAIVER AND PROOF OF DEFAULT

13.1  WAIVER: The Trustee may, without the consent of the Bondholders and
      without prejudice to its rights in respect of any subsequent breach, from
      time to time and at any time, if in its opinion the interests of the
      Bondholders will not be materially prejudiced thereby, waive or authorise,
      on such terms as seem expedient to it, any breach or proposed breach by
      the Issuer or the Company of this Trust Deed or the Conditions or
      determine that an Event of Default or Potential Event of Default will not
      be treated as such provided that the Trustee will not do so in
      contravention of an express direction given by an Extraordinary Resolution
      or a request made pursuant to Condition 9. No such direction or request
      will affect a previous waiver, authorisation or determination. Any such
      waiver, authorisation or determination will be binding on the Bondholders
      and, unless the Trustee agrees otherwise, will be notified to the
      Bondholders as soon as practicable.

13.2  PROOF OF DEFAULT: Proof that the Issuer or the Company has failed to pay a
      sum due to the holder of any one Bond will (unless the contrary be proved)
      be sufficient evidence that it has made the same default as regards all
      other Bonds which are then payable.

                                       28
<PAGE>

13.3  CONSENTS: Where under this Trust Deed provision is made for the giving of
      any consent or approval or the exercise of any discretion by the Trustee,
      any such consent or approval may be given and any such discretion may be
      exercised on such terms and conditions (if any) as the Trustee may think
      fit and may be given or exercised with retrospective effect. The Issuer
      and the Company shall observe and perform any such terms and conditions
      and the Trustee may at any time waive or agree a variation of such terms
      and conditions.

14    TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS

      Subject to applicable law and regulation, the Trustee and any other
      person, whether or not acting for itself, may acquire, hold or dispose of
      any Bond or other security (or any interest therein) of the Issuer, the
      Company or any other person, may enter into or be interested in any
      contract or transaction with any such person and may act on, or as
      depositary or agent for, any committee or body of holders of any
      securities of any such person in each case with the same rights as it
      would have had if the Trustee were not acting as Trustee and need not
      account for any profit.

15    MODIFICATION

      The Trustee may agree, without the consent of the Bondholders, to (i) any
      modification to this Trust Deed which is of a formal, minor or technical
      nature or (ii) is made to correct a manifest error or to comply with
      mandatory provisions of law. The Trustee may also so agree to any
      modification to this Trust Deed which is in its opinion not materially
      prejudicial to the interests of the Bondholders or is otherwise generally
      in the interests of the Bondholders, but such power does not extend to any
      such modification as is mentioned in the proviso to paragraph 15 of
      Schedule 3. Any such modification as is permitted by this Clause 15.1
      shall be binding on the Bondholders. The Issuer shall, upon a modification
      pursuant to this Clause 15.1, unless the Trustee agrees otherwise, give
      notice to the Bondholders in accordance with Condition 15.

16    CURRENCY INDEMNITY

16.1  CURRENCY OF ACCOUNT AND PAYMENT: US dollars (the "CONTRACTUAL CURRENCY")
      is the sole currency of account and payment for all sums payable by the
      Issuer or the Company (as the case may be) under or in connection with
      this Trust Deed and the Bonds, including damages.

16.2  EXTENT OF DISCHARGE: An amount received or recovered in a currency other
      than the Contractual Currency (whether as a result of, or of the
      enforcement of, a judgment or order of a court of any jurisdiction, in the
      winding-up or dissolution of the Issuer or the Company (as the case may
      be) or otherwise), by the Trustee or any Bondholder in respect of any sum
      expressed to be due to it from the Issuer or the Company (as the case may
      be) will only discharge the Issuer or the Company (as the case may be) to
      the extent of the Contractual Currency amount which the recipient is able
      to purchase with the amount so received or recovered in that other
      currency on the date of that receipt or recovery (or, if it is not
      practicable to make that purchase on that date, on the first date on which
      it is practicable to do so).

16.3  INDEMNITY: If that Contractual Currency amount is less than the
      Contractual Currency amount expressed to be due to the recipient under
      this Trust Deed or the Bonds, the Issuer or the Company (as the case may
      be) will indemnify it against any loss sustained by it as a result. In any
      event, the Issuer or the Company (as the case may be) will indemnify the
      recipient against the cost of making any such purchase.

16.4  INDEMNITY SEPARATE: The indemnities in this Clause 16 and in Clause 10.4
      constitute separate and independent obligations from the other obligations
      in this Trust Deed, will give

                                       29
<PAGE>

      rise to a separate and independent cause of action, will apply
      irrespective of any indulgence granted by the Trustee and/or any
      Bondholder and will continue in full force and effect despite any
      judgment, order, claim or proof for a liquidated amount in respect of any
      sum due under this Trust Deed and/or the Bonds or any other judgment or
      order.

17    APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE

17.1  APPOINTMENT: The Issuer has the power of appointing new trustees but no
      one may be so appointed unless previously approved by an Extraordinary
      Resolution. A trust corporation will at all times be a Trustee and may be
      the sole Trustee. Any appointment of a new Trustee will be notified by the
      Issuer to the Bondholders as soon as practicable.

17.2  RETIREMENT AND REMOVAL: Any Trustee may retire at any time on giving at
      least 30 days' written notice to the Issuer and the Company without giving
      any reason and without being responsible for any costs occasioned by such
      retirement (other than for refunding any annual fee paid upfront) and the
      Bondholders may by Extraordinary Resolution remove any Trustee provided
      that the retirement or removal of a sole trust corporation will not become
      effective until a trust corporation is appointed as successor Trustee. If
      a sole trust corporation gives notice of retirement or an Extraordinary
      Resolution is passed for its removal, the Issuer, failing whom the
      Company, will use all reasonable endeavours to procure that another trust
      corporation be appointed as Trustee as soon as practicable and it, after
      30 days' of such notice having been given the Issuer, failing whom the
      Company, has failed to do so, the Trustee shall be entitled (at the
      expense of the Issuer) but not obliged to appoint another trust
      corporation selected by the Trustee as its successor.

17.3  CO-TRUSTEES: The Trustee may, despite sub-Clause 17.1, by written notice
      to the Issuer and the Company appoint anyone to act as an additional
      Trustee jointly with the Trustee:

      17.3.1 if the Trustee considers such appointment to be in the interests of
             the Bondholders;

      17.3.2 to conform with any legal requirement, restriction or condition in
             a jurisdiction in which a particular act is to be performed; or

      17.3.3 to obtain a judgment or to enforce a judgment or any provision of
             this Trust Deed in any jurisdiction.

      Subject to the provisions of this Trust Deed the Trustee may confer on any
      person so appointed such functions as it thinks fit. The Trustee may by
      written notice to the Issuer and the Company and that person remove that
      person. At the Trustee's request, the Issuer and the Company will
      forthwith do all things as may be required to perfect such appointment or
      removal and it irrevocably appoints the Trustee to be its attorney in its
      name and on its behalf to do so.

17.4  COMPETENCE OF A MAJORITY OF TRUSTEES: If there are more than two Trustees
      the majority of them will be competent to perform the Trustee's functions
      provided the majority includes a trust corporation.

17.5  SUCCESSOR: Any corporation into which the Trustee may be merged or
      converted or with which it may be consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the
      Trustee shall be a party, or any corporation succeeding to all or
      substantially all the corporate trust business of the Trustee, shall be
      the successor to the Trustee hereunder (provided it is a trust
      corporation) without the execution or filing of any papers or any further
      act on the part of any of the parties hereto.

                                       30
<PAGE>

18    COMMUNICATIONS

      Any communication shall be by letter sent by registered post or courier or
      by fax:

      in the case of the Issuer, to it at:

      Brilliance China Automotive Finance Ltd.
      c/o Brilliance China Automotive Holdings Limited
      Suites 1602-5
      Chater House
      8 Connaught Road Central
      Hong Kong

      Fax no.:   (852) 2526 8472
      Attention: Mr. Wu Xiao An

      in the case of the Company, to it at:

      Brilliance China Automotive Holdings Limited
      Suites 1602-5
      Chater House
      8 Connaught Road Central
      Hong Kong

      Fax no.:   (852) 2526 8472
      Attention: Mr. Wu Xiao An

      and in the case of the Trustee, to it at:

      The Bank of New York
      One Canada Square
      48th Floor
      London E14 5AL
      United Kingdom

      Fax no.:    (44 207) 964 6399
      Attention:  Global Trust Services

      with a copy to:

      The Bank of New York
      One Temasek Avenue
      #02-01 Millennia Tower
      Singapore 039192
      Fax no.:  (65) 6883 0338
      Attention:  Global Trust Services

      Communications will take effect, in the case of a letter sent by
      registered post, on the seventh business day in London and Hong Kong after
      posting; in the case of a letter sent by courier, at the time of delivery;
      in the case of fax, at the time of despatch if the correct error-free
      transmission report is received; provided that if such communication would
      take effect outside business hours then it shall be deemed to be received
      on the next business day in the place of receipt.

                                       31
<PAGE>

19    FURTHER ISSUES

19.1  SUPPLEMENTAL TRUST DEED: If the Issuer issues further securities as
      provided in Condition 14, it shall, before their issue, execute and
      deliver to the Trustee a deed supplemental to this Trust Deed containing
      such provisions (corresponding to any of the provisions of this Trust
      Deed) as the Trustee may require.

19.2  MEETINGS OF BONDHOLDERS: If the Trustee so directs, Schedule 3 shall apply
      equally to Bondholders and to holders of any securities issued pursuant to
      the Conditions as if references in it to "Bonds" and "Bondholders" were
      also to such securities and their holders respectively.

20    GOVERNING LAW, THIRD PARTY RIGHTS AND JURISDICTION

20.1  GOVERNING LAW: This Trust Deed shall be governed by and construed in
      accordance with English law.

20.2  THIRD PARTY RIGHTS: A person who is not a party to this Trust Deed has no
      right under the Contracts (Rights of Third Parties) Act of 1999 to enforce
      any term of this Trust Deed except and to the extent (if any) that this
      Trust Deed expressly provides for such Act to apply to any of its terms.

20.3  JURISDICTION: The courts of England are to have jurisdiction to settle any
      disputes which may arise out of or in connection with this Trust Deed or
      the Bonds and accordingly any legal action or proceedings arising out of
      or in connection with this Trust Deed or the Bonds ("PROCEEDINGS") may be
      brought in such courts. Each of the Issuer and the Company irrevocably
      submits to the jurisdiction of such courts and waive any objections to
      Proceedings in such courts on the ground of venue or on the ground that
      the Proceedings have been brought in an inconvenient forum. This
      submission is for the benefit of the Trustee and each of the Bondholders
      and shall not limit the right of any of them to take Proceedings in any
      other court of competent jurisdiction nor shall the taking of Proceedings
      in any one or more jurisdictions preclude the taking of Proceedings in any
      other jurisdiction (whether concurrently or not).

20.4  SERVICE OF PROCESS: Each of the Issuer and the Company irrevocably
      appoints Baker & McKenzie, London of 100 New Bridge Street, London EC4V
      6JA, England (attention: Dispute Resolution Partner/Service of Process) to
      receive, for it and on its behalf, service of process in any Proceedings
      in England. Such service shall be deemed completed on delivery to such
      process agent (whether or not it is forwarded to and received by the
      Issuer or the Company, as the case may be). If such process agent ceases
      to be able to act as such or no longer has an address in England, the
      Issuer and the Company will appoint a substitute process agent acceptable
      to the Trustee and will immediately notify the Trustee of such
      appointment. Nothing shall affect the right to serve process in any other
      manner permitted by law.

21    COUNTERPARTS

      This Trust Deed (and any supplemental trust deed thereto) may be executed
      in counterpart, which when taken together shall constitute one and the
      same instrument.

22    TERMINATION OF THIS TRUST DEED

      This Trust Deed shall terminate forthwith when none of the Bonds remains
      outstanding.

                                       32
<PAGE>

                                   SCHEDULE 1
                               FORM OF CERTIFICATE

On the front:

Amount        ISIN                    Common Code             Certificate Number

              XS0179703722            017970372

                    BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

       (INCORPORATED WITH LIMITED LIABILITY IN THE BRITISH VIRGIN ISLANDS)

                                 US$200,000,000
                ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2008
                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

The Bond or Bonds in respect of which this Certificate is issued, the
identifying numbers of which are noted above, are in registered form and form
part of a series designated as specified in the title (the "BONDS") of
Brilliance China Automotive Finance Ltd. (the "ISSUER") and constituted by the
Trust Deed referred to on the reverse hereof. The Bonds are subject to, and have
the benefit of, that Trust Deed and the terms and conditions (the "CONDITIONS")
set out on the reverse hereof.

The Issuer hereby certifies that - of - is, at the date hereof, entered in the
register of Bondholders as the holder of Bonds in the principal amount of US$-
(- US dollars). For value received, the Issuer promises to pay the person who
appears at the relevant time on the register of Bondholders as holder of the
Bonds in respect of which this Certificate is issued such amount or amounts as
shall become due in respect of such Bonds and otherwise to comply with the
Conditions.

The Bonds in respect of which this Certificate is issued are convertible into
fully-paid ordinary shares with a par value of US$0.010 each of Brilliance China
Automotive Holdings Limited (the "COMPANY") subject to and in accordance with
the Conditions and the Trust Deed.

This Certificate is evidence of entitlement only. Title to the Bonds passes only
on due registration on the register of Bondholders and only the duly registered
holder is entitled to payments on Bonds in respect of which this Certificate is
issued.

This Certificate shall not be valid for any purpose until authenticated by or on
behalf of the Registrar.

The Certificate is governed by, and shall be construed in accordance with,
English law.

IN WITNESS whereof the Issuer has caused this Certificate to be signed on its
behalf.

Dated [-]

BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

By:

Director/Authorised Signatory

                                       33
<PAGE>

CERTIFICATE OF AUTHENTICATION

Certified that the above-named holder is at the date hereof entered in the
register of Bondholders as holder of the above-mentioned principal amount of
Bonds with identifying numbers:

                                                          ______________________

                                                          ______________________

                                                          ______________________

                                                          ______________________

THE BANK OF NEW YORK as Registrar

By:

Authorised Signatory

Dated:

                                       34
<PAGE>

On the back:

                        TERMS AND CONDITIONS OF THE BONDS

      The issue of the US$200,000,000 aggregate principal amount of Zero Coupon
Guaranteed Convertible Bonds due 2008 (the "Bonds", which term shall include,
unless the context requires otherwise, any further Bonds issued in accordance
with Condition 14 and consolidated and forming a single series therewith) of
Brilliance China Automotive Finance Ltd. (the "ISSUER") was authorised by
resolutions of the Board of Directors of the Issuer passed on 28 October 2003
and 24 November 2003 and the Guarantee (as defined in Condition 1(B)) of the
Bonds given by Brilliance China Automotive Holdings Limited (the "COMPANY") and
the right of conversion into Shares (as defined in Condition 5(A)(v)) of the
Company were authorised by resolutions of the Board of Directors of the Company
passed on 28 October 2003 and 24 November 2003. The Bonds are constituted by the
trust deed to be dated on or about 28 November 2003 (the "TRUST DEED") made
between the Issuer, the Company and The Bank of New York as trustee for the
holders of the Bonds (the "TRUSTEE", which term shall, where the context so
permits, include all other persons or companies for the time being acting as
trustee or trustees under the Trust Deed) and are subject to the paying and
conversion agency agreement to be dated on or about 28 November 2003 (the
"AGENCY AGREEMENT") with the Trustee, The Bank of New York, as principal paying,
conversion and transfer agent (the "PRINCIPAL AGENT"), The Bank of New York, as
registrar (the "REGISTRAR") and the other paying, conversion and transfer agents
appointed under it (each a "Paying Agent", "Conversion Agent", "Transfer Agent"
and together with the Registrar and the Principal Agent, the "Agents"; and
unless the context otherwise require, the expressions "Paying Agents" and
"Conversion Agents" shall include the Principal Agent, and the expression
"Transfer Agent" shall include the Registrar) relating to the Bonds. References
to the "Principal Agent", "Registrar" and "Agents" below are references to the
principal agent, registrar and agents for the time being for the Bonds and, so
long as the Bonds are listed on the Luxembourg Stock Exchange, references to
"Agents" shall include the Luxembourg Agent (as defined in Condition 16). The
statements in these Terms and Conditions include summaries of, and arc subject
to, the detailed provisions of the Trust Deed. Unless otherwise defined, terms
used in these Conditions have the meaning specified in the Trust Deed. Copies of
the Trust Deed and of the Agency Agreement are available for inspection at the
registered office of the Trustee being at the date hereof at One Canada Square,
48th Floor, E14 5AL, England and at the specified offices of each of the Agents.
The Bondholders are entitled to the benefit of the Trust Deed and are bound by,
and are deemed to have notice of, all the provisions of the Trust Deed and the
Agency Agreement applicable to them.

1.    STATUS AND GUARANTEE

      (A)   STATUS

      The Bonds constitute direct, senior, unsubordinated, unconditional and
(subject to the provisions of Condition 4) unsecured obligations of the Issuer
and shall at all times rank pari passu and without any preference or priority
among themselves. The payment obligations of the Issuer under the Bonds shall,
save for such exceptions as may be provided by applicable legislation and
subject to Condition 4, at all tunes rank at least equally with all of its other
present and future senior, unsecured and unsubordinated obligations. The payment
obligations of the Company under the Guarantee shall, save for such exceptions
as may be provided by applicable legislation and subject to Condition 4, at all
times rank at least equally with all of its other present and future unsecured
and unsubordinated obligations.

      (B)   GUARANTEE

      The due payment of all sums expressed to be payable by the Issuer under
the Trust Deed and the Bonds has been unconditionally and irrevocably guaranteed
by the Company. The obligations of the Company in that respect (the "GUARANTEE")
are contained in the Trust Deed.

                                       35
<PAGE>

2.    FORM, DENOMINATION AND TITLE

      (A)   FORM AND DENOMINATION

      The Bonds are issued in registered form in the denomination of US$10,000
each without coupons attached. A bond certificate (each a "CERTIFICATE") will be
issued to each Bondholder in respect of its registered holding of Bonds. Each
Bond and each Certificate will be numbered serially with an identifying number
which will be recorded on the relevant Certificate and in the register of
Bondholders which the Issuer will procure to be kept by the Registrar.

      (B)   TITLE

      Title to the Bonds passes only by transfer and registration in the
register of Bondholders as described in Condition 3. The holder of any Bond will
(except as otherwise required by law) be treated as its absolute owner for all
purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or any writing on, or the theft or loss
of, the Certificate issued in respect of it) and no person will be liable for so
treating the holder. In these Terms and Conditions "Bondholder" and (in relation
to a Bond) "holder" means the person in whose name a Bond is registered (or, in
the case of a joint holding, the first named thereof).

3.    TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

      (A)   REGISTER

      The Issuer will cause to be kept at the specified office of the Registrar
and in accordance with the terms of the Agency Agreement a register on which
shall be entered the names and addresses of the holders of the Bonds and the
particulars of the Bonds held by them and of all transfers of the Bonds (the
"REGISTER"). Each Bondholder shall be entitled to receive only one Certificate
in respect of its entire holding.

      (B)   TRANSFER

      Subject to the Agency Agreement, a Bond may be transferred by delivery of
the Certificate issued in respect of that Bond, with the form of transfer on the
back duly completed and signed by the holder or his attorney duly authorised in
writing, to the specified office of the Registrar or any of the Agents. No
transfer of a Bond will be valid unless and until entered on the Register.

      (C)   DELIVERY OF NEW CERTIFICATES

      Each new Certificate to be issued upon a transfer of Bonds will, within
five business days of receipt by the relevant Transfer Agent of the form of
transfer, be made available for collection at the specified office of the
relevant Transfer Agent or mailed by uninsured mail at the risk of the holder
entitled to the Bonds (but free of charge to the holder) to the address
specified in the form of transfer.

      Where only part of a principal amount of the Bonds (being that of one or
more Bonds) in respect of which a Certificate is issued is to be transferred or
converted, a new Certificate in respect of the Bonds not so transferred or
converted will, within five business days of delivery of the original
Certificate to the relevant Transfer Agent, be made available for collection at
the specified office of the relevant Transfer Agent or mailed by uninsured mail
at the risk of the holder of the Bonds not so transferred or converted (but free
of charge to the holder) to the address of such holder appearing on the
Register.

      For the purposes of this Condition 3, "business day" shall mean a day
other than a Saturday or Sunday on which banks are open for business in the city
in which the specified office of the Agent with whom a Certificate is deposited
in connection with a transfer is located.

                                       36
<PAGE>

      (D)   FORMALITIES FREE OF CHARGE

      Registration of transfer of Bonds will be effected without charge by or on
behalf of the Issuer or any of the Agents, but upon payment (or the giving of
such indemnity as the Issuer or any of the Agents may require) in respect of any
tax or other governmental charges which may be imposed in relation to such
transfer.

      (E)   RESTRICTED TRANSFER PERIODS

      No Bondholder may require the transfer of a Bond to be registered (i)
during the period of seven days ending on (and including) the dates for payment
of any principal pursuant to the Conditions; (ii) after a Conversion Notice (as
defined in Condition 5(B)) has been delivered with respect to a Bond; or (iii)
after a Put Exercise Notice (as defined in Condition 7(D)) has been deposited in
respect of such Bond pursuant to Condition 7(D) or 7(E) or after a Delisting Put
Notice (as defined in Condition 7(F)) has been deposited in respect of such Bond
pursuant to Condition 7(F).

      (F)   REGULATIONS

      All transfers of Bonds and entries on the register of Bondholders will be
made subject to the detailed regulations concerning transfer of Bonds scheduled
to the Agency Agreement. The regulations may be changed by the Issuer, with the
prior written approval of the Trustee and the Registrar. A copy of the current
regulations will be mailed (free of charge) by the Registrar to any Bondholder
who asks for one.

4.    NEGATIVE PLEDGE

      So long as any Bond remains outstanding (as defined in the Trust Deed)
neither the Issuer nor the Company will create or permit to subsist, and each of
the Issuer and the Company will procure that no Subsidiary (as defined below)
creates or permits to subsist, any mortgage, charge, pledge, lien or other form
of encumbrance or security interest ("SECURITY") upon the whole or any part of
its undertaking, assets or revenues, present or future, to secure any
International Investment Securities (as defined below) or to secure any
guarantee of or indemnity in respect of any International Investment Securities
unless, at the same time or prior thereto, the Issuer's obligations under the
Bonds and the Trust Deed or, as the case may be, the Company's obligations under
the Guarantee (a) are secured equally and rateably therewith, or (b) have the
benefit of such other security, guarantee, indemnity or other arrangement as
shall be approved by an Extraordinary Resolution (as defined in the Trust Deed)
of the Bondholders.

      For the purposes of these Conditions:

      "Subsidiary" means any company or other business entity of which that
person owns or controls (either directly or through one or more other
Subsidiaries) more than 50 per cent. of the voting power or controls the
composition of more than 50 per cent. of the board of directors of such company
or other business entity or any company or other business entity which at any
time has its accounts consolidated with those of that person or which, under
Hong Kong, the British Virgin Islands or Bermudan law, regulations or generally
accepted accounting principles front time to time, should have its accounts
consolidated with those of that person.

      "International Investment Securities" means any present or future
indebtedness in the form of, or represented by, bonds, debentures, notes or
other investment securities which are for the time being, or are capable of
being, quoted, listed, ordinarily dealt in or traded on any stock exchange or
over-the-counter or other securities market outside Hong Kong.

                                       37
<PAGE>

5.    CONVERSION

      (A)   CONVERSION RIGHT

            (i)   Conversion Period: Subject as hereinafter provided,
                  Bondholders have the right to convert their Bonds into Shares
                  (as defined in Condition 5(A)(v)) at any time during the
                  Conversion Period referred to below.

                  The right of a Bondholder to convert any Bond into Shares is
                  called the "Conversion Right". Subject to and upon compliance
                  with the provisions of this Condition, the Conversion Right
                  attaching to any Bond may be exercised, at the option of the
                  holder thereof, at any time on and after 8 January 2004 up to
                  the close of business (at the place where the Certificate
                  evidencing such Bond is deposited for conversion) on 14
                  November 2008 (but, except as provided in Condition 5(A)(iv),
                  in no event thereafter) or if such Bond shall have been called
                  for redemption before 14 November 2008, then up to the close
                  of business (at the place aforesaid) on a date no later than
                  seven business days (in the place aforesaid) prior to the date
                  fixed for redemption thereof (the "CONVERSION PERIOD").

                  The number of Shares to be issued on conversion of a Bond will
                  be determined by dividing the principal amount of the Bond to
                  be converted (translated into Hong Kong dollars at the fixed
                  rate of HK$7.75 = US$1.00) by the Conversion Price in effect
                  at the Conversion Date (both as hereinafter defined). A
                  Conversion Right may only be exorcised in respect of one or
                  more Bonds. If more than one Bond held by the same holder is
                  converted at any one time by the same holder, the number of
                  Shares to be issued upon such conversion will be calculated on
                  the basis of the aggregate principal amount of the Bonds to be
                  converted.

            (ii)  Fractions of Shares: Fractions of Shares will not be issued on
                  conversion and no cash adjustments will be made in respect
                  thereof. Notwithstanding the foregoing, in the event of a
                  consolidation or re-classification of Shares by operation of
                  law or otherwise occurring after 23 October 2003 which reduces
                  the number of shares outstanding, the Company will upon
                  conversion of Bonds pay in cash (in United States dollars by
                  means of a United States dollar cheque drawn on a bank in New
                  York City) a sum equal to such portion of the principal amount
                  of the Bond or Bonds evidenced by the Certificate deposited in
                  connection with the exercise of Conversion Rights, aggregated
                  as provided in Condition 5(A)(i), as corresponds to any
                  fraction of a Share not issued as a result of such
                  consolidation or re-classification aforesaid if such sum
                  exceeds US$10.00.

            (iii) Conversion Price: The price at which Shares will be issued
                  upon conversion (the "CONVERSION PRICE") will initially be
                  HK$4.60 per Share but will be subject to adjustment in the
                  manner provided in Condition 5(C).

            (iv)  Revival and/or survival after Default: Notwithstanding the
                  provisions of Condition 5(A)(i), if (a) the Issuer shall
                  default in making payment in full in respect of any Bond which
                  shall have been called for redemption on the date fixed for
                  redemption thereof, (b) any Bond has become due and payable
                  prior to the Maturity Date (as defined in Condition 7(A)) by
                  reason of the occurrence of any of the events under Condition
                  9 or (c) any Bond is not redeemed on the Maturity Date in
                  accordance with Condition 7(A), the Conversion Right attaching
                  to such Bond will revive and/or will continue to

                                       38
<PAGE>

                  be exercisable up to, and including, the close of business (at
                  the place where the Certificate evidencing such Bond is
                  deposited for conversion) on the date upon which the full
                  amount of the moneys payable in respect of such Bond has been
                  duly received by the Principal Agent or the Trustee and notice
                  of such receipt has been duly given to the Bondholders and,
                  notwithstanding the provisions of Condition 5(A)(i), any Bond
                  in respect of which the Certificate and Conversion Notice are
                  deposited for conversion prior to such date shall be converted
                  on the relevant Conversion Date (as defined below)
                  notwithstanding that the full amount of the moneys payable in
                  respect of such Bond shall have been received by the Principal
                  Agent or the Trustee before such Conversion Date or that the
                  Conversion Period may have expired before such Conversion
                  Date.

            (v)   Meaning of "Shares": As used in these Conditions, the
                  expression "Shares" means ordinary shares of par value
                  US$0.010 each of the Company or shares of any class or classes
                  resulting from any subdivision, consolidation or
                  re-classification of those shares, which as between themselves
                  have no preference in respect of dividends or of amounts
                  payable in the event of any voluntary or involuntary
                  liquidation or dissolution of the Company.

      (B)   CONVERSION PROCEDURE

            (i)   Conversion Notice: To exercise the Conversion Right attaching
                  to any Bond, the holder thereof must complete, execute and
                  deposit at his own expense during normal business hours at the
                  specified office of any Conversion Agent a notice of
                  conversion (a "CONVERSION NOTICE") in duplicate in the form
                  (for the time being current) obtainable from the specified
                  office of each Agent, together with the relevant Certificate
                  and any amounts required to be paid by the Bondholder under
                  Condition 5(B)(ii).

                  The conversion date in respect of a Bond (the "CONVERSION
                  DATE") must fall at a time when the Conversion Right attaching
                  to that Bond is expressed in these Conditions to be
                  exercisable (subject to the provisions of Condition 5(A)(iv)
                  above) and will be deemed to be the Stock Exchange Business
                  Day (as defined below) immediately following the date of the
                  surrender of the Certificate in respect of such Bond and
                  delivery of such Conversion Notice and, if applicable, any
                  payment to be made or indemnity given tinder these Conditions
                  in connection with the exercise of such Conversion Right. A
                  Conversion Notice once delivered shall be irrevocable and may
                  not he withdrawn unless the Issuer consents to such
                  withdrawal. "Stock Exchange Business Day" means any day (other
                  than a Saturday or Sunday) on which The Stock Exchange of Hong
                  Kong Limited (the "HONG KONG STOCK EXCHANGE") or the
                  Alternative Stock Exchange (as defined in Condition 5(C)
                  below), as the case may be, is open for business.

            (ii)  Stamp Duty etc.: A Bondholder delivering a Certificate in
                  respect of a Bond for conversion must pay to the relevant
                  Conversion Agent any taxes and capital, stamp, issue and
                  registration duties arising on conversion (other than any
                  taxes or capital or stamp duties payable in the British Virgin
                  Islands, Bermuda, Hong Kong and, if relevant, in the place of
                  the Alternative Stock Exchange, by the Company in respect of
                  the allotment and issue of Shares and listing of the Shares on
                  the Hong Kong Stock Exchange on conversion) (the "TAXES") and
                  such Bondholder must pay all, if any, taxes arising by
                  reference to any disposal or deemed disposal of a Bond in
                  connection with such conversion. The Company will pay all
                  other expenses arising on the

                                       39
<PAGE>

                  issue of Shares on conversion of Bonds. The Bondholder (and,
                  if applicable, the person other than the Bondholder to whom
                  the Shares are to be issued) must provide the Agent with
                  details of the relevant tax authorities to which the Agent
                  must pay monies received in settlement of Taxes payable
                  pursuant to this Condition 5(B)(ii). The Agent is under no
                  obligation to determine whether a Bondholder is liable to pay
                  any Taxes including stamp, issue, registration or similar
                  taxes and duties or the amounts payable (if any) in connection
                  with this Condition 5(B)(ii).

            (iii) Registration: As soon as practicable, and in any event not
                  later than seven days after the Conversion Date, the Company
                  will, in the case of Bonds converted on exercise of the
                  Conversion Right and in respect of which a duly completed
                  Conversion Notice has been delivered and the relevant
                  Certificate and amounts payable by the relevant Bondholder
                  deposited as required by sub-paragraphs (i) and (ii), register
                  the person or persons designated for the purpose in the
                  Conversion Notice as holder(s) of the relevant number of
                  Shares in the Company's share register and will, if the
                  Bondholder has also requested in the Conversion Notice, take
                  all necessary action to procure that Shares are delivered
                  through the Central Clearing and Settlement System of Hong
                  Kong for so long as the Shares are listed on the Hong Kong
                  Stock Exchange; or will make such certificate or certificates
                  available for collection at the office of the Company's share
                  registrar in Hong Kong (currently Computershare Hong Kong
                  Investor Services Ltd.) notified to Bondholders in accordance
                  with Condition 15 or, if so requested in the relevant
                  Conversion Notice, will cause its share registrar to mail (at
                  the risk, and, if sent at the request of such person otherwise
                  than by ordinary mail, at the expense, of the person to whom
                  such certificate or certificates are sent) such certificate or
                  certificates to the person and at the place specified in the
                  Conversion Notice, together (in either case) with any other
                  securities, property or cash required to be delivered upon
                  conversion and such assignments and other documents (if any)
                  as may be required by law to effect the transfer thereof.

      If the Conversion Date in relation to any Bond shall be on or after a date
with effect from which an adjustment to the Conversion Price takes retroactive
effect pursuant to any of the provisions referred to in Condition 5(C) and the
Trust Deed and the relevant Registration Date (as defined below) falls on a date
when the relevant adjustment has not yet been reflected in the then current
Conversion Price, the provisions of this sub-paragraph (iii) shall be applied
mutatis mutandis to such number of Shares as is equal to the excess of the
number of Shares which would have been required to be issued on conversion of
such Bond if the relevant retroactive adjustment had been given effect as at the
said Registration Date over the number of Shares previously issued (or which the
Company was previously bound to issue) pursuant to such conversion.

      The person or persons specified for that purpose will become the holder of
record of the number of Shares issuable upon conversion with effect from the
date he is or they are registered as such in the Company's register of members
(the "REGISTRATION DATE"). The Shares issued upon conversion of the Bonds will
in all respects rank pari passu with the Shares in issue on the relevant
Registration Date. Save as set out in these Conditions, a holder of Shares
issued on conversion of Bonds shall not be entitled to any rights the record
date for which precedes the relevant Registration Date.

      If the record date for the payment of any dividend or other distribution
in respect of the Shares is on or after the Conversion Date in respect of any
Bond, but before the Registration Date (disregarding any retroactive adjustment
of the Conversion Price referred to in this sub-paragraph (iii) prior to the
time such retroactive adjustment shall have become effective), the Company will
pay to the converting Bondholder or his designee an amount (the "EQUIVALENT
AMOUNT") converted if

                                       40
<PAGE>

necessary into United States dollars at the Prevailing Spot Rate (as defined in
Condition 5(C)) equal to any such dividend or other distribution to which he
would have been entitled had he on that record date been such a shareholder of
record and will make the payment at the same time as it makes payment of the
dividend or other distribution, or as soon as practicable thereafter, but, in
any event, not later than seven days thereafter. The Equivalent Amount shall be
paid by means of a United States dollar cheque drawn on a bank in New York City
and sent to the address specified in the relevant Conversion Notice.

      (C)   ADJUSTMENTS TO CONVERSION PRICE

      The Conversion Price will be subject to adjustment in the following events
as set out in the Trust Deed:

            (1)   Consolidation, Subdivision or Reclassification: If and
                  whenever there shall be an alteration to the nominal value of
                  the Shares as a result of consolidation, subdivision or
                  reclassification, the Conversion Price shall be adjusted by
                  multiplying the Conversion Price in force immediately before
                  such alteration by the following fraction:

                                        A
                                       ---
                                        B

                  where:

                  A     is the nominal amount of one Share immediately after
                        such alteration; and

                  B     is the nominal amount of one Share immediately before
                        such alteration.

                  Such adjustment shall become effective on the date the
                  alteration takes effect.

            (2)   Capitalisation of Profits or Reserves:

                  (i)   If and whenever the Company shall issue any Shares
                        credited as fully paid to the holders of Shares
                        ("SHAREHOLDERS") by way of capitalisation of profits or
                        reserves (including any share premium account)
                        including, Shares paid up out of distributable profits
                        or reserves and/or share premium account issued, save
                        where Shares are issued in lieu of the whole or any part
                        of a specifically declared cash dividend (the "RELEVANT
                        CASH DIVIDEND"), being a dividend which the Shareholders
                        concerned would or could otherwise have received (a
                        "SCRIP DIVIDEND") and which would not have constituted a
                        Capital Distribution, the Conversion Price shall be
                        adjusted by multiplying the Conversion Price in force
                        immediately before such issue by the following fraction:

                                        A
                                       ---
                                        B

                        where:

                        A     is the aggregate nominal amount of the issued
                              Shares immediately before such issue; and

                                       41
<PAGE>

                        B     is the aggregate nominal amount of the issued
                              Shares immediately after such issue.

                  (ii)  In the case of an issue of Shares by way of a Scrip
                        Dividend where the Current Market Price of such Shares
                        exceeds 110 per cent. of the amount of the Relevant Cash
                        Dividend or the relevant part thereof and which would
                        not have constituted a Capital Distribution, the
                        Conversion Price shall be adjusted by multiplying the
                        Conversion Price in force immediately before the issue
                        of such Shares by the following fraction:

                                       A+B
                                      -----
                                       B+C

                        where:

                        A     is the aggregate nominal amount of the issued
                              Shares immediately before such issue;

                        B     is the aggregate nominal amount of Shares issued
                              by way of such Scrip Dividend multiplied by a
                              fraction of which (i) the numerator is the amount
                              of the whole, or the relevant part, of the
                              Relevant Cash Dividend and (ii) the denominator is
                              the Current Market Price of the Shares issued by
                              way of Scrip Dividend in respect of each existing
                              Share in lieu of the whole, or the relevant part,
                              of the Relevant Cash Dividend; and

                        C     is the aggregate nominal amount of Shares issued
                              by way of such Scrip Dividend;

                        or by making such other adjustment as two leading
                        independent investment banks of international repute
                        (acting as experts), selected by the Company and
                        approved in writing by the Trustee, shall certify to the
                        Trustee is fair and reasonable.

                  Such adjustment shall become effective on the date of issue of
            such Shares or if a record date is fixed therefor, immediately after
            such record date.

            (3)   Capital Distribution: If and whenever the Company shall pay or
                  make any Capital Distribution to the Shareholders (except
                  where the Conversion Price falls to be adjusted under
                  Condition 5(C)(2) above), the Conversion Price shall be
                  adjusted by multiplying the Conversion Price in force
                  immediately before such Capital Distribution by the following
                  fraction:

                                       A-B
                                      -----
                                        A

                  where:

                  A     is the Current Market Price of one Share on the last
                        Trading Day preceding the date on which the Capital
                        Distribution is publicly announced; and

                                       42
<PAGE>

                  B     is the Fair Market Value on the date of such
                        announcement, as determined in good faith by two leading
                        independent investment banks of international repute
                        (acting as experts), selected by the Company and
                        approved in writing by the Trustee, of the portion of
                        the Capital Distribution attributable to one Share.

                  Such adjustment shall become effective on the date that such
            Capital Distribution is actually made.

            (4)   Rights Issues of Shares or Options over Shares: If and
                  whenever the Company shall issue Shares to all or
                  substantially all Shareholders as a class by way of rights, or
                  issue or grant to all or substantially all Shareholders as a
                  class by way of rights, of options, warrants or other rights
                  to subscribe for or purchase or otherwise acquire any Shares,
                  in each case at less than 90 per cent. of the Current Market
                  Price per Share on the last Trading Day preceding the date of
                  the announcement of the terms of the issue or grant, the
                  Conversion Price shall be adjusted by multiplying the
                  Conversion Price in force immediately before such issue or
                  grant by the following fraction:

                                       A+B
                                     -------
                                       A+C

                  where:

                  A     is the number of Shares in issue immediately before such
                        announcement;

                  B     is the number of Shares which the aggregate amount (if
                        any) payable for the Shares issued by way of rights or
                        for the options or warrants or other rights issued by
                        way of rights and for the total number of Shares
                        comprised therein would purchase at such Current Market
                        Price per Share; and

                  C     is the aggregate number of Shares issued or, as the case
                        may be, comprised in the grant.

                  Such adjustment shall become effective on the first date on
            which the Shares are traded ex-rights, ex-options or ex-warrants on
            the Relevant Stock Exchange.

            (5)   Rights Issues of Other Securities: If and whenever the Company
                  shall issue any securities (other than Shares or options,
                  warrants or other rights to subscribe for or purchase or
                  otherwise acquire any Shares) to all or substantially all
                  Shareholders as a class by way of rights or grant to all or
                  substantially all Shareholders as a class by way of rights, of
                  options, warrants or other rights to subscribe for or purchase
                  or otherwise acquire any securities (other than Shares or
                  options, warrants or other rights to subscribe for or purchase
                  Shares), the Conversion Price shall be adjusted by multiplying
                  the Conversion Price in force immediately before such issue or
                  grant by the following fraction:

                                       A-B
                                     -------
                                        A

                  where:

                                       43
<PAGE>

                  A     is the Current Market Price of one Share on the last
                        Trading Day preceding the date on which such issue or
                        grant is publicly announced; and

                  B     is the Fair Market Value on the date of such
                        announcement, as determined in good faith by two leading
                        independent investment banks of international repute
                        (acting as experts), selected by the Company and
                        approved in writing by the Trustee, of the portion of
                        the rights attributable to one Share.

                  Such adjustment shall become effective on the first date on
            which the Shares are traded ex-rights, ex-options or ex-warrants on
            the Relevant Stock Exchange.

            (6)   Issues at less than Current Market Price: If and whenever the
                  Company shall issue (otherwise than as mentioned in Condition
                  5(C)(4)) wholly for cash any Shares (other than Shares issued
                  on the exercise of Conversion Rights or on the exercise of any
                  other rights of conversion into, or exchange or subscription
                  for or purchase of, Shares) or issue or grant (otherwise as
                  mentioned in Condition 5(C)(4)) wholly for cash or for no
                  consideration any options, warrants or other rights to
                  subscribe for or purchase or otherwise acquire any Shares, in
                  each case at a price per Share which is less than 90 per cent.
                  of the Current Market Price per Share on the last Trading Day
                  preceding the date of announcement of the terms of such issue
                  or grant, the Conversion Price shall be adjusted by
                  multiplying the Conversion Price in force immediately before
                  such issue by the following fraction:

                                       A+B
                                     -------
                                       A+C

                  where:

                  A     is the number of Shares in issue immediately before the
                        issue of such additional Shares or the grant of such
                        options, warrants or other rights;

                  B     is the number of Shares which the aggregate
                        consideration (if any) receivable for the issue of such
                        additional Shares or, as the case may he, for such
                        additional Shares to be issued or otherwise made
                        available upon the exercise of any such options,
                        warrants or rights would purchase at such Current Market
                        Price per Share; and

                  C     is the maximum number of Shares to be issued pursuant to
                        such issue of additional Shares or upon exercise of such
                        options, warrants or rights.

                  References to additional Shares in the above formula shall, in
            the case of an issue by the Company of options, warrants or other
            rights to subscribe or purchase Shares, mean such Shares to be
            issued, or otherwise made available, assuming that such options,
            warrants or other rights are exercised in full at the initial
            exercise price (if applicable) on the date of issue of such options,
            warrants or other rights.

                  Such adjustment shall become effective on the date of issue of
            such additional Shares or, as the case may be, the grant of such
            options, warrants or other rights.

                                       44
<PAGE>

            (7)   Other Issues at less than Current Market Price: Save in the
                  case of an issue of securities arising from a conversion or
                  exchange of other securities in accordance with the terms
                  applicable to such securities themselves falling within this
                  Condition 5(C)(7), if and whenever the Company or any of its
                  Subsidiaries (otherwise than as mentioned in Condition
                  5(C)(4), 5(C)(5) or 5(C)(6)), or (at the direction or request
                  of or pursuant to any arrangements with the Company or any of
                  its Subsidiaries), any other company, person or entity
                  (otherwise than as mentioned in Condition 5(C)(4), 5(C)(5) or
                  5(C)(6)) shall issue wholly for cash or for no consideration
                  any securities (other than the Bonds (excluding for this
                  purpose any further bonds)) which by their terms of issue
                  carry (directly or indirectly) rights of conversion into, or
                  exchange or subscription for, or purchase of, or otherwise
                  acquire: Shares issued or to be issued by the Company (or
                  shall grant any such rights in respect of existing securities
                  so issued) or securities which by their terms might be
                  redesignated as Shares, and the consideration per Share
                  receivable upon conversion, exchange, subscription, purchase,
                  acquisition or redesignation is less than 90 per cent. of the
                  Current Market Price per Share on the last Trading Day
                  preceding the date of announcement of the terms of issue of
                  such securities (or the terms of the grant), the Conversion
                  Price shall be adjusted by multiplying the Conversion Price in
                  force immediately before such issue by the following traction:

                                       A+B
                                    --------
                                       A+C

                  where:

                  A     is the number of Shares in issue immediately before such
                        issue or grant (but where the relevant securities carry
                        rights of conversion into, or rights of exchange or
                        subscription for, or purchased or acquisition of, Shares
                        which have been issued by the Company for the purposes
                        of, or in connection with, such issue, less the number
                        of such Shares so issued);

                  B     is the number of Shares which the aggregate
                        consideration (if any) receivable for the Shares to be
                        issued or otherwise made available upon conversion or
                        exchange or on exercise of the right of subscription or
                        purchase or acquisition attached to such securities or,
                        as the case may be, for the Shares to be issued or to
                        arise from any such redesignation would purchase at such
                        Current Market Price per Share; and

                  C     is the maximum number of Shares to be issued or
                        otherwise made available upon conversion or exchange of
                        such securities or on the exercise of such rights of
                        subscription or purchase or acquisition attached thereto
                        at the initial conversion, exchange or subscription
                        price or rate or, as the case may be, the maximum number
                        of Shares to be issued or to arise or he made available
                        from any such redesignation.

                  Such adjustment shall become effective on the date of issue or
            grant of such securities.

            (8)   Modification of Rights of Conversion etc.: If and whenever
                  there shall be any modification of the rights of conversion,
                  exchange, subscription, purchase or

                                       45
<PAGE>

                  acquisition attaching to any such securities as are mentioned
                  in Condition 5(C)(7) (other than in accordance with the terms
                  (including terms as to adjustment) applicable to such
                  securities) so that the consideration per Share (for the
                  number of Shares available on conversion, exchange or
                  subscription following the modification) is less than 90 per
                  cent. of the Current Market Price on the last Trading Day
                  preceding the date of announcement of the proposals for such
                  modification, the Conversion Price shall be adjusted by
                  multiplying the Conversion Price in force immediately before
                  such modification by the following fraction:

                                       A+B
                                    --------
                                       A+C

                  where:

                  A     is the number of Shares in issue immediately before such
                        modification (but where the relevant securities carry
                        rights of conversion into, or rights of exchange or
                        subscription for or purchase or acquisition of, Shares
                        which have been issued by the Company for the purposes
                        of, or in connection with, such issue, less the number
                        of such Shares so issued);

                  B     is the number of Shares which the aggregate
                        consideration (if any) receivable for the Shares to be
                        issued or otherwise made available upon conversion or
                        exchange or upon exercise of the right of subscription
                        or purchase or acquisition attached to the securities so
                        modified would purchase at such Current Market Price per
                        Share or, if lower, the existing conversion, exchange,
                        subscription or purchase price of such securities; and

                  C     is the maximum number of Shares to be issued or
                        otherwise made available upon conversion or exchange of
                        such securities or upon the exercise of such rights of
                        subscription, purchase or acquisition attached thereto
                        at the modified conversion, exchange or subscription or
                        purchase price or rate but giving credit in such manner
                        as two leading independent investment banks of
                        international repute (acting as experts), selected by
                        the Company and approved in writing by the Trustee,
                        consider appropriate (if at all) for any previous
                        adjustment under this Condition 5(C)(5) or Condition
                        5(C)(7).

                  Such adjustment shall become effective on the date of
            modification of the rights of conversion, exchange, subscription,
            purchase or acquisition attaching to such securities.

            (9)   Other Offers to Shareholders: If and whenever the Company or
                  any of its Subsidiaries or (at the direction or request of or
                  pursuant to any arrangements with the Company or any of its
                  Subsidiaries) any other company, person or entity issues,
                  sells or distributes any securities in connection with which
                  an offer to which the Shareholders generally (meaning for
                  these purposes the holders of at least 60 per cent. of the
                  Shares outstanding at the time such offer is made) are
                  entitled to participate in arrangements whereby such
                  securities may be acquired by them (except where the
                  Conversion Price falls to be adjusted under Condition 5(C)(4),
                  Condition 5(C)(5) or Condition 5(C)(6)), the Conversion Price
                  shall be adjusted by multiplying the Conversion Price in force
                  immediately before such issue by the following fraction:

                                       46
<PAGE>

                                       A+B
                                      -----
                                       A+C

                  where:

                  A     is the Current Market Price of one Share on the last
                        Trading Day preceding the date on which such issue is
                        publicly announced; and

                  B     is the Fair Market Value on the date of such
                        announcement, as determined in good faith by two leading
                        independent investment banks of international repute
                        (acting as experts), selected by the Company and
                        approved in writing by the Trustee, of the portion of
                        the rights attributable to one Share.

                  Such adjustment shall become effective on the date of issue of
            the securities.

            (10)  Other Events: If the Company determines that an adjustment
                  should be made to the Conversion Price as a result of one or
                  more events or circumstances not referred to in this Condition
                  5, the Company shall, at its own expense, consult a leading
                  independent investment bank of international repute (acting as
                  an expert), selected by the Company and approved in writing by
                  the Trustee, to determine as soon as practicable what
                  adjustment (if any) to the Conversion Price is fair and
                  reasonable to take account thereof, if the adjustment would
                  result in a reduction in the Conversion Price, and the date on
                  which such adjustment should take effect and upon such
                  determination by the independent investment bank such
                  adjustment (if any) shall be made and shall take effect in
                  accordance with such determination, provided that where the
                  circumstances giving rise to any adjustment pursuant to this
                  Condition 5 have already resulted or will result in an
                  adjustment to the Conversion Price or where the circumstances
                  giving rise to any adjustment arise by virtue of circumstances
                  which have already given rise or will give rise to an
                  adjustment to the Conversion Price, such modification (if any)
                  shall be made to the operation of the provisions of this
                  Condition 5 as may he advised by the independent investment
                  bank to be in their opinion appropriate to give the intended
                  result.

            For the purposes of these Conditions:

            "Alternative Stock Exchange" means at any time, in the case of the
      Shares, if they are not at that time listed and traded on the Hong Kong
      Stock Exchange, the principal stock exchange or securities market on which
      the Shares are then listed or quoted or dealt in.

            "Capital Distribution" means (a) any distribution of assets in
      specie by the Company for any financial period (whenever paid or made and
      however described) but excluding a distribution of assets in specie in
      lieu of, and to a value not exceeding, a cash dividend which would not
      have constituted a Capital Distribution under (b) below (and for these
      purposes a distribution of assets in specie includes without limitation an
      issue of shares or other securities credited as fully or partly paid
      (other than Shares credited as fully paid) by way of capitalisation of
      reserves); and (b) any cash dividend or distribution of any kind by the
      Company for any financial period (whenever paid and however described)
      unless:

            (i)   (and to the extent that) in the case of a cash dividend it is
                  not an Extraordinary Cash Dividend. An Extraordinary Cash
                  Dividend occurs if, at the effective date, the total amount
                  of:

                                       47
<PAGE>

            (1)   any cash dividends paid or declared by the Company on the
                  Shares, prior to deduction of any withholding tax plus any
                  corporate tax attributable to that dividend; and

            (2)   all other cash dividends paid or declared on the Shares in the
                  365 consecutive day period prior to the effective date (other
                  than any dividend or portion thereof previously deemed to be
                  an Extraordinary Cash Dividend) (the "PREVIOUS DIVIDENDS"),
                  except that where the date of announcement for dividends for
                  two different fiscal years has occurred in such 365 day
                  period, such dividends relating to the earlier fiscal year
                  will be disregarded for the purpose of determining the
                  previous dividend ((1) and (2) together being the "TOTAL
                  CURRENT DIVIDEND").

            equals or exceeds on a per Share basis 2.0 per cent. of the average
            Closing Price of the Shares during the relevant period. For the
            avoidance of doubt, all amounts are on a per Share basis; or

      (ii)  (and to the extent that) in the case of a distribution in specie
            only it does not, when taken together with any other dividend or
            distribution previously made or paid in respect of all periods after
            31 December 2002, exceed the aggregate of the consolidated net
            profits for such periods (less the aggregate of any consolidated net
            losses) attributable to shareholders after deducting minority
            interests and preference dividends (if any) but (1) deducting any
            amounts in respect of any asset previously credited to the Company's
            reserves (in respect of any period or date up to and including 31
            December 2002) pursuant to any revaluation of such asset, where
            amount arising on the disposal of such asset have contributed to
            such profits and (2) deducting any exceptional and extraordinary
            items, (and for the avoidance of doubt after excluding any amount
            arising as a result of any reduction in registered capital, share
            premium account or capital redemption reserve), in each case
            calculated by reference to the audited consolidated profit and loss
            accounts for such periods of the Company and its Subsidiaries; or

      (iii) it comprises a purchase or redemption of Shares by or on behalf of
            the Company (or a purchase of Shares by or on behalf of a Subsidiary
            of the Company), where the weighted average price (before expenses)
            on any one day in respect of such purchases does not exceed the
            Current Market Price of the Shares as published in the Daily
            Quotation Sheet of the Hong Kong Stock Exchange or the equivalent
            quotation sheet of an Alternative Stock Exchange, as the case may
            be, by more than 10 per cent. either (1) on that date, or (2) where
            an announcement has been made of the intention to purchase Shares at
            some future date at a specified price, on the Trading Day
            immediately preceding the date of such announcement and, if in the
            case of either (1) or (2), the relevant day is not a Trading Day.
            the immediately preceding Trading Day.

            In making any such calculation, such adjustments (if any) shall be
            made as two leading independent investment banks of international
            repute (acting as experts) selected by the Company and approved by
            the Trustee may consider appropriate to reflect (a) any
            consolidation or subdivision of the Shares, (b) issues of Shares by
            way of capitalisation of profits or reserves, or any like or similar
            event or (c) the modification of any rights to dividends of Shares.

                                       48
<PAGE>

            "Closing Price" for the Shares for any Trading Day shall be the
      price published in the Daily Quotation Sheet published by the Hong Kong
      Stock Exchange or, as the case may be, the equivalent quotation sheet of
      an Alternative Stock Exchange for such day.

            "Current Market Price" means, in respect of a Share at a particular
      date, the average of the closing prices published in the Daily Quotation
      Sheet of the Hong Kong Stock Exchange or the equivalent quotation sheet of
      an Alternative Stock Exchange for one Share (being a Share carrying full
      entitlement to dividend) for the five consecutive Trading Days ending on
      the Trading Day immediately preceding such date; provided that if at any
      time during the said five Trading Day period the Shares shall have peen
      quoted ex-dividend and during some other part of that period the Shares
      shall have been quoted cum-dividend then:

            (i)   if the Shares to be issued in such circumstances do not rank
                  for the dividend in question, the quotations on the dates on
                  which the Shares shall have been quoted cum-dividend shall for
                  the purpose of this definition be deemed to be the amount
                  thereof reduced by an amount equal to the amount of that
                  dividend per Share; or

            (ii)  if the Shares to be issued in such circumstances rank for the
                  dividend in question, the quotations on the dates on which the
                  Shares shall have been quoted ex-dividend shall for the
                  purpose of this definition be deemed to be the amount hereof
                  increased by such similar amount;

      and provided further that if the Shares on each of the said five Trading
      Days have been quoted cum-dividend in respect of a dividend which has been
      declared or announced but the Shares to be issued do not rank for that
      dividend, the quotations on each of such dates shall for the purpose of
      this definition be deemed to be the amount thereof reduced by an amount
      equal to the amount of that dividend per Share.

            "Fair Market Value" means, with respect to any asset, security,
      option, warrant or other right on any date, the fair market value of that
      asset, security, option, warrant or other right as determined by two
      leading independent investment banks of international repute (acting as
      experts) selected by the Company and approved in writing by the Trustee,
      provided that (i) the fair market value of a cash dividend paid or to be
      paid per Share shall be the amount of such cash dividend per Share
      determined as at the date of announcement of such dividend; (ii) where
      options, warrants or other rights are publicly traded in a market of
      adequate liquidity (as determined by such investment banks) the fair
      market value of such options, warrants or other rights shall equal the
      arithmetic mean of the daily closing prices of such options, warrants or
      other rights during the period of five trading days on the relevant market
      commencing on the first such trading day such options, warrants or other
      rights are publicly traded.

            For the avoidance of doubt, the calculation of such excess in the
      event of a cash dividend only shall not involve two leading independent
      investment banks as noted above.

            "Prevailing Spot Rate" means the spot rate at which an independent
      bank of international repute, selected by the Company and approved in
      writing by the Trustee, sells United States dollars.

            "Relevant Stock Exchange" means at any time, in respect of the
      Shares, the Hong Kong Stock Exchange or the Alternative Stock Exchange.

            "Trading Day" means a day when the Hong Kong Stock Exchange or, as
      the case may be, an Alternative Stock Exchange is open for dealing
      business, provided that if no closing price is reported in respect of the
      relevant Shares on the Hong Kong Stock Exchange

                                       49
<PAGE>

      or, as the case may be the Alternative Stock Exchange for one or more
      consecutive dealing days such day or days will be disregarded in any
      relevant calculation and shall be deemed not have existed when
      ascertaining any period of dealing days.

      On any adjustment, the relevant Conversion Price, if not in integral
multiple of one Hong Kong cent, shall be rounded down to the nearest Hong Kong
cent. No adjustment shall be made to the Conversion Price where such adjustment
(rounded down if applicable) would be less than one per cent. of the Conversion
Price then in effect. Any adjustment not required to be made, and any amount by
which the Conversion Price has not been rounded down, shall be carried forward
and taken into account in any subsequent adjustment. Notice of any adjustment
shall be given to Bondholders in accordance with Condition 15 as soon as
practicable after the determination thereof.

      The Conversion Price may not he reduced so that, on conversion of Bonds,
Shares would fall to be issued at a discount to their par value.

      Where more than one event which gives or may give rise to in adjustment to
the Conversion Price occurs within such a short period of time that in the
opinion of an independent investment bank of international repute (acting as
experts), selected by the Company and approved in writing by the Trustee, the
foregoing provisions would need to be operated subject to some modification in
order to give the intended result, such modification shall be made to the
operation of the foregoing provisions as may be advised by such independent
investment bank to be in their opinion appropriate in order to give such
intended result.

      No adjustment will be made to the Conversion Price when Shares or other
securities (including rights or options) are issued, offered or granted to
employees (including directors) of the Company or any Subsidiary of the Company
pursuant to any Employee Share Scheme (as defined in the Trust Deed) (and which
Employee Share Scheme is in compliance with the listing rules of the Hong Kong
Stock Exchange or, if applicable, those of an Alternative Stock Exchange).

      No adjustment involving an increase in the Conversion Price will be made,
except in the case of a consolidation of the Shares as referred to in Condition
5(C)(1) above.

      The Trustee shall not be under any duty to monitor whether any event or
circumstance has happened or exists which may require an adjustment to be made
to the Conversion Price and will not be responsible to Bondholders for any loss
arising from any failure by it to do so.

      (D)   UNDERTAKINGS

      The Company has undertaken in the Trust Deed, inter alia, that so long as
any Bond remains outstanding, save with the approval of an Extraordinary
Resolution (as defined in the Trust Deed) of the Bondholders:

            (i)   it will use its best endeavours (a) to maintain a listing for
                  all the issued Shares on the Hong Kong Stock Exchange, and (b)
                  to obtain and maintain a listing for all the Shares issued on
                  the exercise of the Conversion Rights attaching to the Bonds
                  on the Hong Kong Stock Exchange, and it the Company is unable
                  to obtain or maintain such listing, to use it best endeavours
                  to obtain and maintain a listing for all the issued Shares on
                  an Alternative Stock Exchange as the Company may from time to
                  time determine and will forthwith give notice to the
                  Bondholders in accordance with Condition 15 below of the
                  listing or delisting of the Shares (as a class) by any of such
                  stock exchange;

            (ii)  it will pay the expenses of the issue of, and all expenses of
                  obtaining listing for, Shares arising on conversion of the
                  Bonds;

                                       50
<PAGE>

            (iii) the Issuer shall remain a direct or indirect wholly-owned
                  Subsidiary of the Company; and

            (iv)  it will procure that the Issuer will not carry on any business
                  activity whatsoever other than in connection with the Bonds
                  (which shall, for the avoidance of doubt, include the
                  on-lending of the proceeds of the issue of the Bonds to the
                  Company or any of the Company's Subsidiaries) and, in
                  particular, will not incur any indebtedness (other than to the
                  Company) or make any issue of bonds, debentures, notes or
                  other debt securities of any kind other than the Bonds.

      The Company has also given certain other undertakings in the Trust Deed
for the protection of the Conversion Rights.

      (E)   NOTICE OF CHANGE IN CONVERSION PRICE

      The Issuer shall give notice to the Bondholders in accordance with
Condition 15 of any change in the Conversion Price. Any such notice relating to
a change in the Conversion Price shall set forth the event giving rise to the
adjustment, the Conversion Price prior to such adjustment, the adjusted
Conversion Price and the effective date of such adjustment.

      The Issuer will also notify the Luxembourg Stock Exchange of any change in
the Conversion Price.

6.    PAYMENTS

      (A)   PRINCIPAL

      Payment of principal and interest (if any) will be made by transfer to the
registered account of the Bondholder or by United States dollar cheque drawn on
a bank in New York City mailed to the registered address of the Bondholder if it
does not have a registered account. Payment of principal will only be made after
surrender of the relevant Certificate at the specified office of any of the
Agents.

      References in these Conditions, the Trust Deed and the Agency Agreement to
principal in respect of any Bond shall, where the context so permits, be deemed
to include a reference to any premium payable thereon.

      (B)   REGISTERED ACCOUNTS

      For the purposes of this Condition, a Bondholder's registered account
means the United States dollar account maintained by or on behalf of it with a
bank in New York City, details of which appear on the Register at the close of
business on the second business day (as defined in Condition 6(F) below) before
the due date for payment, and a Bondholder's registered address means its
address appearing on the Register at that time.

      (C)   FISCAL LAWS

      All payments are subject in all cases to any applicable laws and
regulations in the place of payment, but without prejudice to the provisions of
Condition 8. No commissions or expenses shall be charged to the Bondholders in
respect of such payments.

                                       51
<PAGE>

      (D)   PAYMENT INITIATION

      Where payment is to be made by transfer to a registered account, payment
instructions (for value on the due date or, if that it not a business day as
defined below), for value on the first following day which is a business day)
will be initiated and, where payment is to be made by cheque, the cheque will be
mailed (at the risk and, if mailed at the request of the holder otherwise than
by ordinary mail, expense of the holder) on the due date for payment (or, if it
is not a business day, the immediately following business day) or, in the case
of a payment of principal, if later, on the business day on which the relevant
Certificate is surrendered at the specified office of an Agent.

      (E)   DEFAULT INTEREST AND DELAY IN PAYMENT

      If the Issuer, or the Company, as the case may be, fails to pay any sum in
respect of the Bond when the same becomes due and payable under these
Conditions, interest shall accrue on the overdue sum at the rate of 3 per cent.
per annum from the due date. Such default interest shall accrue on the basis of
the actual number of days elapsed and a 360-day year.

      Bondholders will not be entitled to any interest or other payment for any
delay after the due date in receiving the amount due if the due date is not a
business day, if the Bondholder is late in surrendering its Certificate (if
required to do so) or if a cheque mailed in accordance with this Condition
arrives after the due date for payment.

      (F)   BUSINESS DAY

      In this Condition, "business clay" means a day other than a Saturday or
Sunday on which commercial banks are open for business in New York City and
London and, in the case of the surrender of a Certificate, in the place where
the Certificate is surrendered. If an amount which is due on the Bonds is not
paid in full, the Registrar will annotate the Register with a record of the
amount (if any) in fact paid.

7.    REDEMPTION, PURCHASE AND CANCELLATION

      (A)   MATURITY

      Unless previously redeemed, converted or purchased and cancelled as
provided herein, the Issuer will redeem each Bond at 100 per cent. of its
principal amount on 28 November 2008 (the "MATURITY DATE"). The Issuer may not
redeem the Bonds at its option prior to that date except as provided in
Condition 7(B) or 7(C) below (but without prejudice to Condition 9).

      (B)   REDEMPTION AT THE OPTION OF THE ISSUER

      On or at any time after 28 November 2005 and prior to 14 November 2008,
the Issuer may, having given not less than 30 nor more than 60 days' notice to
the Bondholders, the Trustee and the Principal Paying Agent (which notice will
be irrevocable), redeem all or, from time to time, some only (being US$1,000,000
in principal amount or an integral multiple thereof) of the Bonds at a
redemption price equal to the Early Redemption Amount on the Redemption Date,
provided, however, that no such redemption may be made unless (i) the closing
price of the Shares (as derived front the Daily Quotations Sheet of the Hong
Kong Stock Exchange or, as the case may be, the equivalent quotation sheet of an
Alternative Stock Exchange), converted into United States dollars at the
prevailing rate described below, for each of 20 consecutive Trading Days, the
last of which occurs not more than 30 days prior to the date upon which notice
of such redemption is published was at least 130 per cent. of the Conversion
Price in effect on such dealing day converted into United States dollars at the
rate of HK$7.75 = US$1.00, or (ii) at least 90 per cent. in principal amount of
the Bonds has already been converted, redeemed or purchased and cancelled. If
there shall occur an event giving rise to a change in the Conversion Price
during any such 30 Trading Day period, appropriate

                                       52
<PAGE>

adjustments for the relevant days shall be made, as determined by two leading
independent investment banks of international repute (acting as experts)
selected by the Company and approved by the Trustee, for the purpose of
calculating the closing price for such days. The prevailing rate for the
conversion of the closing price of the Shares into United States dollars
referred to above shall be the middle rate quoted by The Hongkong and Shanghai
Banking Corporation Limited in Hong Kong on each of the relevant 20 consecutive
Trading Days.

      In the case of a partial redemption of Bonds, the Bonds to be redeemed
will be selected individually by lot, or such other method in such place as the
Trustee shall approve and in such manner as the Trustee shall deem to be
appropriate and fair, not more than 60 and not less than 30 days prior to the
lute fixed for redemption and the identifying numbers of the Bonds drawn for
redemption will be published in accordance with Condition 15 by the Issuer not
less than 30 days prior to such date.

      (C)   REDEMPTION FOR TAXATION REASONS

      At any time the Issuer may, having given not less than 30 nor more than 60
days' notice to the Bondholders in accordance with Condition 15 (which notice
shall be irrevocable) redeem all, but not some, of the Bonds at a redemption
price equal to the Early Redemption Amount on the Redemption Date, if (1) the
Issuer satisfies the Trustee immediately prior to the giving of such notice that
the Issuer (or if the Guarantee was called, the Company) has or will become
obliged to pay additional amounts as referred to in Condition 8 as a result of
any change in, or amendment to, the laws or regulations of the British Virgin
Islands, Bermuda or, as the case may be, Hong Kong or any political subdivision
or any authority thereof or there in having power to tax, or any change in the
general application or official interpretation of such laws or regulations,
which change or amendment becomes effective on or after 28 October 2003, and
(ii) such obligation cannot he avoided by the Issuer (or any the case may be,
the Company) taking reasonable measures available to it, provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Issuer (or, as the case may be, the Company) would be obliged
to pay such additional amounts were a payment in respect of the Bonds then due.
Prior to the publication of any notice of redemption pursuant to this paragraph,
the Issuer (or, as the case may be, the Company) shall deliver to the Trustee
(a) certificate signed by two directors of the Issuer (or, as the case may be,
the Company) stating that the obligation referred to in (i) above cannot be
avoided by the Issuer (or, as the case may be, the Company) taking reasonable
measures available to it and (b) an opinion of independent legal or tax advisors
of recognised standing to the effect that such change or amendment has occurred
(irrespective of whether such amendment or change is then effective) and the
Trustee shall be entitled to accept such certificate and opinion as sufficient
evidence thereof in which event it shall be conclusive and binding on the
Bondholders.

      (D)   REDEMPTION FOR CHANGE OF CONTROL

      Following the occurrence of a Change of Control, the holder of each Bond
will have the, right at such holder's option, to require the Issuer to redeem
all or some only of such holders' Bonds on the Change of Control Put Date at a
price equal to the Early Redemption Amount on the Change of Control Put Date. To
exercise such right, the holder of the relevant Bond must complete, sign and
deposit at the specified office of any Paying Agent a duly completed and signed
notice of redemption, in the form for the time being current, obtainable from
the specified office of any Paying Agent ("PUT EXERCISE NOTICE") together with
the Certificate evidencing the Bonds to be redeemed by not later than 60 days
following a Change of Control, or, if later, 60 days following the date upon
which notice thereof is given to Bondholders by the Issuer in accordance with
Condition 15. The "Change of Control Put Date" shall he the fourteenth day after
the expiry of such period of 60 days as referred to above.

                                       53
<PAGE>

      A Put Exercise Notice, once delivered, shall be irrevocable (and may not
be withdrawn unless the Issuer consents to such withdrawal) and the Issuer shall
redeem the Bonds the subject of Put Exercise Notices delivered as aforesaid on
the Change of Control Put Date.

      The Trustee shall not be required to take any steps to ascertain whether a
Change of Control or any event which could lead to the occurrence of a Change of
Control has occurred.

      The Issuer shall give notice to Bondholders in accordance with Condition
15 by not later than 14 days following the first day on which it becomes aware
of the occurrence of a Change of Control, which notice shall specify the
procedure for exercise by holders of their rights to require redemption of the
Bonds pursuant to this Condition 7(D).

      (E)   REDEMPTION AT THE OPTION OF THE BONDHOLDERS

      On 28 November 2006 (the "PUT OPTION DATE"), the holder of each Bond will
have the right at such holder's option, to require the Issuer to redeem all or
some only of the Bonds of such holder on the Put Option Date at a price equal to
102.27 per cent. of their principal amount. To exercise such right, the holder
of the relevant Bond must complete, sign and deposit at the specified office of
any Paying Agent a duly completed and signed Put Exercise Notice together with
the Certificate evidencing the Bonds to be redeemed not earlier than 60 days and
not later than 30 days prior to the Put Option Date.

      A Put Exercise Notice, once delivered, shall be irrevocable (and may not
be withdrawn unless the Issuer consents to such withdrawal) anti the Issuer
shall redeem the Bonds the subject of Put Exercise Notices delivered as
aforesaid on the Put Option Date.

      (F)   DELISTING PUT RIGHT

      If the Shares cease to be listed or admitted to trading on the Hone Kong
Stock Exchange (a "DELISTING") each Bondholder shall have the right (the
"DELISTING PUT RIGHT"), at such Bondholder's, option, to require the Issuer to
redeem all (but not less than all) of such Bondholder's Bonds on the twentieth
business day after notice has been given to Bondholders regarding the Delisting
or, if such notice is not given, the twentieth business day after the Delisting
(the "DELISTING PUT DATE") at the Early Redemption Amount.

      To exercise its rights to require the Issuer to redeem its Bonds, the
Bondholder must complete, sign and deposit at the specified office of any Paying
Agent a duly completed and signed notice of redemption, in the then current form
obtainable from the specified office of any Paying Agent ("DELISTING PUT
NOTICE") on any business day prior to the close of business at the location of
such Paying Agent and which day is not less than ten business days prior to the
Delisting Put Date.

      A Delisting Put Notice, once delivered, shall be irrevocable (and may not
he withdrawn unless the Issuer consents to such withdrawal) and the Issuer shall
redeem the Bonds which form the subject of the Delisting Put Notices delivered
as aforesaid on the Delisting Put Date.

      The Trustee shall not be required to take any steps to ascertain whether a
Delisting or any event which could lead to the occurrence of a Delisting has
occurred.

      (G)   PURCHASES

      The Issuer, the Company or any of its Subsidiaries may at any time and
from time to time purchase Bonds at any price in the open market or otherwise.

                                       54
<PAGE>

      (H)   CANCELLATION

      All Bond which are redeemed, converted or purchased by the Issuer, the
Company or any of its Subsidiaries, will forthwith be cancelled. Certificates in
respect of all Bonds cancelled will be forwarded to or to the order of the
Principal Agent and such Bonds may not be reissued or resold.

      (I)   REDEMPTION NOTICES

      All notices to Bondholders given by or on behalf of the Issuer pursuant to
this Condition will specify the Conversion Price as at the date of the relevant
notice, the Conversion Period, the closing price of the Shares (as derived from
the Daily Quotations Sheet of the Hong Kong Stock Exchange) as at the latest
practicable date prior to the publication of the notice, the date for
redemption, the manner in which redemption will be effected and the aggregate
principal amount of the Bonds outstanding as at the latest practicable date
prior to the publication of the notice.

      No notice of redemption pursuant to paragraph (B) or pursuant to paragraph
(C) of this Condition may be given if it specifies a due date for redemption
falling during the period commencing 60 days and ending 30 days (both inclusive)
prior to the Put Option Date (and if given shall not be effective). Any notice
of redemption given under paragraph (B) or (C) before the Put Option Date, and
specifying a due date for redemption after the 30th day prior to the Put Option
Date, shall be without prejudice to the rights of Bondholders under paragraph
(E) of this Condition and shall not apply in respect of any Bonds in respect of
which the option under paragraph (E) of this Condition shall be, or has been,
exercised.

      (J)   DEFINITIONS

      For the purposes of this Condition 7:

            "Closing Date" means 28 November 2003;

            "Control" means the right to appoint and/or remove all or the
      majority of the members of the Company's board of directors or other
      governing body, whether obtained directly or indirectly, and whether
      obtained by ownership of share capital, the possession of voting rights,
      contract or otherwise:

            a "Change of Control" occurs when:

            (i)   any Person or Persons acting together acquires Control of the
                  Company if such Person or Persons does not or do not have, and
                  would not be deemed to have, Control of the Company on the
                  Closing Date;

            (ii)  the Company consolidates with or merges into or sells or
                  transfers all or substantially all of the Company's assets to
                  any other Person, unless the consolidation, merger, sale or
                  transfer will not result in the other Person or Persons
                  acquiring Control over the Company or the successor entity; or

            (iii) one or more other Persons acquires the legal or beneficial
                  ownership of all or substantially all of the Company's Capital
                  Stock.

            However, a Change of Control will not be deemed to have occurred (i)
      if the closing price per Share for any five Trading Days within the period
      of 10 consecutive Trading Days ending immediately after the later of the
      Change of Control or the public announcement of the Change of Control
      equals or exceeds 110 per cent. of the Conversion Price in effect on each
      of those five Trading Days; or (ii) if the Person or Persons acquiring
      Control of the Company

                                       55
<PAGE>

      is an entity owned by, or which acts in accordance with the directions of,
      the PRC government;

            "Early Redemption Amount" means (i) in the case where the Bonds are
      to be redeemed on or prior to 28 November 2006, an amount equal to 100 per
      cent. of the principal amount of the Bonds redeemed plus the applicable
      Redemption Premium (as defined below); or (ii) in the case where the Bonds
      are to be redeemed after 28 November 2006, an amount equal to 100 per
      cent. of the principal amount of the Bonds redeemed. The "Redemption
      Premium" per Bond shall be determined in accordance with the following
      formula and rounded (if necessary) to the nearest US$0.01

                                                        Days Outstanding
            Redemption Premium = US$10,000 x 2.27% x ----------------------
                                                             1,080

      where "Days Outstanding" means the number of days from, and including 28
      November 2003 to, but excluding, the Redemption Date, calculated on the
      basis of a year of 360 days consisting of 12 months of 30 days each.

            "Issue Price" means 100 per cent. of the principal amount of the
      Bonds;

            a "person" as used in this Condition 7 does not include (i) the
      Issuer's board of directors or any other governing board or (ii) the
      Issuer's wholly owned direct or indirect subsidiaries; and

            "Redemption Date" means, with respect to any Bond, (i) the date
      fixed for redemption of such Bond pursuant to a notice of redemption given
      by the Issuer in accordance with the provisions of the Trust Deed or (ii)
      the Maturity Date of such Bond if such Bond has not been redeemed,
      purchased and cancelled or converted in accordance with its terms prior to
      the Maturity Date.

8.    TAXATION

      All payments made by the Issuer (or, as the case may be, the Company under
or in respect of the Trust Deed or the Bonds) will be made free from any
restriction or condition and be made without deduction or withholding for or on
account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the British
Virgin Islands, Bermuda or Hong Kong or any authority thereof or therein having
power to tax, unless deduction or withholding of such taxes, duties, assessments
or governmental charges is compelled by law. In such event, the Issuer or, as
the case may be, the Company will pay such additional amounts as will result in
the receipt by the Bondholders of the net amounts after such deduction or
withholding equal to the amounts which would otherwise have been receivable by
them had no such deduction or withholding been required except that no such
additional amount shall be payable in respect of any Bond:

      (i)   to a holder (or to a third party on behalf of a holder) who is
            subject to such taxes, duties, assessments or governmental charges
            in respect of such Bond by reason of his having some connection with
            Bermuda (or, as the case may be, the British Virgin Islands or Hong
            Kong) otherwise than merely by holding the Bond or by the receipt of
            amounts in respect of the Bond;

      (ii)  (in the case of a payment of principal) if the Certificate in
            respect of such Bond is surrendered more than 30 days after the
            relevant date except to the extent that the holder would have been
            entitled to such additional amount on surrendering the relevant
            Certificate for payment on the last day of such period of 30 days;

                                       56
<PAGE>

      (iii) where such withholding or deduction is imposed on a payment to an
            individual and is required to be made pursuant to European Counsel
            Directive 2003/48/EC or any other European Union Directive
            implementing the conclusions of the ECOFIN Council meeting of 26-27
            November 2000 on the taxation of savings income or any law
            implementing or complying with, or introduced in order to conform
            to, such Directive; or

      (iv)  by or on behalf of a Bondholder who would have been able to avoid
            such withholding or deduction by presenting the relevant Bond to
            another Paying Agent in a Member State of the European Union.

      For the purposes hereof, "relevant date" means whichever is the later of
(a) the date on which such payment first becomes due and (b) if the full amount
payable has not been received by the Trustee or the Principal Agent on or prior
to such due date, the date on which, the full amount having been so received,
notice to that effect shall have been given to the Bondholders and cheques
despatched or payment made.

      References in these Conditions to principal and premium (if any) shall be
deemed also to refer to any additional amounts which may be payable under this
Condition or any undertaking or covenant given in addition thereto or in
substitution therefor pursuant to the Trust Deed.

9.    EVENTS OF DEFAULT

      The Trustee at its sole discretion may, and if so requested in writing by
the holders of not less than 25 per cent. in principal amount of the Bonds then
outstanding or if so directed by an Extraordinary Resolution shall (subject to
being indemnified and/or secured by the holders to its satisfaction), give
notice to the Issuer and the Company that the Bonds are, and they shall
accordingly thereby become, immediately due and repayable at their principal
amount (subject as provided below and without prejudice to the right of
Bondholders to exercise the Conversion Right in respect of their Bonds in
accordance with Condition 5) if:

      (i)   a default is made for more than three days in the payment of any
            principal due in respect of the Bonds;

      (ii)  the Issuer or the Company does not perform or comply with one or
            more of its other obligations in the Bonds or the Trust Deed which
            default is incapable of remedy or, if in the opinion of the Trustee
            capable of remedy, is not in the opinion of the Trustee remedied
            within 21 days after written notice of such default shall have been
            given to the Issuer or the Company or by the Trustee;

      (iii) the Issuer, the Company or any Principal Subsidiary is (or is, or
            could be, deemed by law or a court to be) insolvent or bankrupt or
            unable to pay its debts, stops, suspends or threatens to stop or
            suspend payment of all or a material part of (or of a particular
            type of) its debts, proposes or makes any agreement for the
            deferral, rescheduling or other readjustment of all of (or all of a
            particular type of) its debts (or of any part which it will or might
            otherwise be unable to pay when due), proposes or makes a general
            assignment or an arrangement or composition with or for the benefit
            of the relevant creditors in respect of any of such debts or a
            moratorium is agreed or declared in respect of or affecting all or
            any part of (or of a particular type of) the debts of the Issuer,
            the Company or any of its Principal Subsidiaries;

      (iv)  (a) any other present or future indebtedness of the Issuer, the
            Company or any of its Subsidiaries for or in respect of moneys
            borrowed or raised becomes due and payable prior to its stated
            maturity by reason of any actual or potential default, event of
            default or the like (howsoever described), or (b) any such
            indebtedness is not paid

                                       57
<PAGE>



             when due or, as the case may be, within any applicable grace
             period, or (c) the Issuer, the Company or any of its Subsidiaries
             fails to pay when due any amount payable by it under any present or
             future guarantee for, or indemnity in respect of, any moneys
             borrowed or raised, provided that the aggregate amount of the
             relevant indebtedness, guarantees and indemnities in respect of
             which one or more of the events mentioned above in this paragraph
             (iv) have occurred equals or exceeds US$10,000,000 or its
             equivalent in any other currency on the day on which such
             indebtedness becomes due and payable or is not paid or any such
             amount becomes due and payable or is not paid under any such
             guarantee or indemnity;

      (v)    a distress, attachment, execution or other legal process is levied,
             enforced or sued out on or against any material part of the
             property, assets or turnover of the Issuer, the Company or any of
             its Principal Subsidiaries and is not discharged or stayed within
             30 days;

      (vi)   an order is made or an effective resolution passed for the
             winding-up or dissolution or administration of the Issuer, the
             Company or any of its Principal Subsidiaries, or the Issuer, the
             Company or any of its Principal Subsidiaries ceases or threatens to
             cease to carry on all or substantially all of its business or
             operations, except for the purpose of and followed by a
             reconstruction, amalgamation, reorganisation, merger or
             consolidation (i) on terms approved by an Extraordinary Resolution
             of the Bondholders, or (ii) in the case of a Principal Subsidiary.
             whereby the undertaking and assets of such Principal Subsidiary are
             transferred to or otherwise vested in the. Issuer, the Company or
             another of its Principal Subsidiaries;

      (vii)  an encumbrancer takes possession or an administrative or other
             receiver or an administrator is appointed of the whole or any
             substantial part of the property, asset, or turnover of the Issuer,
             the Company or any of its Principal Subsidiaries (as the case may
             be) and is not discharged within 30 days;

      (viii) any step is taken by any person with a view to the seizure,
             compulsory acquisition, expropriation or nationalisation of all or
             a material part of the assets of the Issuer, the Company or any of
             its Principal Subsidiaries;

      (ix)   any action, condition or thing (including the obtaining or
             effecting of any necessary consent, approval, authorisation,
             exemption, filing, licence, order, recording or registration) at
             any time required to be taken, fulfilled or done in order (a) to
             enable the Issuer or the Company lawfully to enter into, exercise
             its rights and perform and comply with their respective obligations
             under the Bonds and the Trust Deed, (b) to ensure that those
             obligations are legally binding and enforceable and (c) to make the
             Bonds and the Trust Deed admissible in evidence in the courts of
             Bermuda, the British Virgin Islands or Hong Kong is not taken,
             fulfilled or done;

      (x)    it is or will become unlawful for the Issuer or the Company to
             perform or comply with any one or more of their respective
             obligations under any of the Bonds or the Trust Deed;

      (xi)   any event occurs which under the laws of any relevant jurisdiction
             has an analogous effect to any of the events referred to in any of
             the foregoing paragraphs.

      For this purpose, "Principal Subsidiary" means any Subsidiary of the
Company:

      (a)    whose profits before taxation and extraordinary items ("PRE-TAX
             PROFIT") or (in the case of a Subsidiary which itself has
             subsidiaries) consolidated pre-tax profit, as shown by its latest
             audited income statement are at least 15 per cent. of the

                                       58
<PAGE>

            consolidated pre-tax profit as shown by the latest published audited
            consolidated income statement of the Company and its Subsidiaries
            including, for the avoidance of doubt, the Company and its
            consolidated Subsidiaries' share of profits of Subsidiaries not
            consolidated and of jointly controlled entities and after
            adjustments for minority interests; or

      (b)   whose gross assets or (in the case of a Subsidiary which itself has
            subsidiaries) gross consolidated assets, as shown by its latest
            audited balance sheet are at least 15 per cent. of the amount which
            equals the amount included in the consolidated gross assets of the
            Company and its Subsidiaries as shown by the latest published
            audited consolidated balance sheet of the Company and its
            Subsidiaries as being represented by the investment of the Company
            in each Subsidiary whose accounts are not consolidated with the
            consolidated audited accounts of the Company and after adjustment
            for minority interests;

      provided that, in relation to paragraphs (a) and (b) above:

      (1)   in the case of a corporation or other business entity becoming a
            Subsidiary after the end of the financial period to which the latest
            consolidated audited accounts of the Company relate, the reference
            to the then latest consolidated audited accounts of the Company for
            the purposes of the calculation above shall, until consolidated
            audited accounts of the Company for the financial period in which
            the relevant corporation or other business entity becomes a
            Subsidiary are published be deemed to be a reference to the then
            latest consolidated audited accounts of the Company adjusted to
            consolidate the latest audited accounts (consolidated in the case of
            a Subsidiary which itself has Subsidiaries) of such Subsidiary in
            such accounts;

      (2)   if at any relevant time in relation to the Company or any Subsidiary
            which itself has Subsidiaries no consolidated accounts are prepared
            and audited, gross assets of the Company and/or any such Subsidiary
            shall be determined on the basis of pro forma consolidated accounts
            prepared for this purpose by the Company, which are reviewed by the
            Auditors (as defined in the Trust Deed) for the purposes of
            preparing a certificate thereon to the Trustee;

      (3)   if at any relevant time in relation to any Subsidiary, no accounts
            are audited, its gross assets (consolidated, if appropriate) shall
            be determined on the basis of pro forma accounts (consolidated, if
            appropriate) of the relevant Subsidiary prepared for this purpose by
            the Company, which are reviewed by the Authors for the purposes of
            preparing a certificate thereon to the Trustee: and

      (4)   if the accounts of any subsidiary (not being a Subsidiary referred
            to in proviso (i) above) are not consolidated with those of the
            Company, then the determination of whether or not such subsidiary is
            a Principal Subsidiary shall be based on a pro forma consolidation
            of its accounts (consolidated, if appropriate) with the consolidated
            accounts (determined on the basis of the foregoing) of the Company;
            or

      (c)   any Subsidiary of the Company to which is transferred the whole or
            substantially the whole of the assets of a Subsidiary which
            immediately prior to such transfer was a Principal Subsidiary,
            provided that the Principal Subsidiary which so transfers its assets
            shall forthwith upon such transfer cease to be a Principal
            Subsidiary and the Subsidiary to which the assets are so transferred
            shall become a Principal Subsidiary at the date on which the first
            published audited accounts (consolidated, if appropriate), of the
            Company prepared as at a date later than such transfer are issued
            unless such Subsidiary would continue to be a Principal Subsidiary
            on the basis of such accounts by virtue of the provisions of
            paragraph (a) above.

                                       59
<PAGE>

10.   PRESCRIPTION

      Claims in respect of amounts due in respect of the Bonds will become
prescribed unless made within 10 years (in the case of principal) and five years
(in the case of default interest or premium (if any)) from the relevant date (as
defined in Condition 8) in respect thereof.

11.   ENFORCEMENT

      At any time after the Bonds have become due and repayable, the Trustee
may, at its sole discretion and without further notice, take such proceedings
against the Issuer and/or the Company as it may think fit to enforce repayment
of the Bonds and to enforce the provisions of the Trust Deed, but it will not be
bound to take any such proceedings unless (a) it shall have been so requested in
writing by the holders of not less than 25 per cent. in principal amount of the
Bonds then outstanding or shall have been so directed by an Extraordinary
Resolution of the Bondholders and (b) it shall have been indemnified and/or
secured to its satisfaction. No Bondholder will be entitled to proceed directly
against the Issuer and/or the Company unless the Trustee, having become bound to
do so, fails to do so within a reasonable period and such failure shall be
continuing.

12.   MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

      (A)   MEETINGS

      The Trust Deed contains provisions for convening meetings of Bondholders
to consider any matter affecting their interests, including the sanctioning by
Extraordinary Resolution of a modification of the Bonds or the provisions of the
Trust Deed. The quorum at any such meeting for passing an Extraordinary
Resolution will be two or more persons holding or representing over 50 per cent.
in principal amount of the Bonds for the time being outstanding or, at any
adjourned such meeting, two or more persons being or representing Bondholders
whatever the principal amount of the Bonds so held or represented unless the
business of such meeting includes consideration of proposals, inter alia, (i) to
modify the due date for any payment in respect of the Bonds, (ii) to reduce or
cancel the amount of principal, default interest or premium (if any) (including
any Early Redemption Amount) or Equivalent Amount payable in respect of the
Bonds or changing the method of calculation of the Early Redemption Amount,
(iii) to change the currency of payment of the Bonds, (iv) to modify or cancel
the Conversion Rights, (v) to modify or cancel the Guarantee, or (vi) to modify
the provisions concerning the quorum required at any meeting of the Bondholders
or the majority required to pass an Extraordinary Resolution, in which case the
necessary quorum for passing an Extraordinary Resolution will be two or more
persons holding or representing not less than 66 per cent., or at any adjourned
such meeting not less than 33 per cent., in principal amount of the Bonds for
the tune being outstanding. An Extraordinary Resolution passed at any meeting of
Bondholders will be binding on all Bondholders, whether or not they are present
at the meeting. The Trust Deed provides that a written resolution signed by or
on behalf of the holders of not less than 90 per cent. of the aggregate
principal amount of Bonds outstanding shall be as valid and effective as a duly
passed Extraordinary Resolution.

      (B)   MODIFICATION AND WAIVER

      The Trustee may agree, without the consent of the Bondholders, to (i) any
modification (except as mentioned in Condition 12(A) above) to, or the waiver or
authorisation of any breach or proposed breach of, the Bonds, the Agency
Agreement or the Trust Deed which is not, in the opinion of the Trustee,
materially prejudicial to the interests of the Bondholders or (ii) any
modification to the Bonds or the Trust Deed which, in the Trustee's opinion, is
of a formal, minor or technical nature or to correct a manifest error or to
comply with mandatory provisions of law. Any such modification, waiver or
authorisation will be binding on the Bondholders and, unless the Trustee agrees
otherwise, any such modifications will be notified by the Issuer to the
Bondholders as soon as practicable thereafter.

                                       60
<PAGE>

      (C)   INTERESTS OF BONDHOLDERS

      In connection with the exercise of its functions (including but not
limited to those in relation to any proposed modification, authorisation, waiver
or substitution) the Trustee shall have regard to the interests of the
Bondholders as a class and shall not have regard to the consequences of such
exercise for individual Bondholders and the Trustee shall not be entitled to
require, nor shall any Bondholder be entitled to claim, from the Issuer, the
Company or the Trustee, any indemnification or payment in respect of any tax
consequences of any such exercise upon individual Bondholders except to the
extent provided for in Condition 8 and/or any undertakings given in addition
thereto or in substitution therefor pursuant to the Trust Deed.

      13.   REPLACEMENT OF CERTIFICATES

      If any Certificate is mutilated, defaced, destroyed, stolen or lost, it
may be replaced at the specified office of the Registrar or any Agent upon
payment by the claimant of such costs as may be incurred in connection therewith
and on such terms as to evidence and indemnity as the Issuer and such Agent may
require. Mutilated or defaced Certificates must be surrendered before
replacements will be issued.

14.   FURTHER ISSUES

      The Issuer may (from time to time, without the consent of the Bondholders,
create and issue further bonds having the same terms and conditions as the Bonds
in all respects and so that such further issue shall be consolidated and form a
single series with the Bonds. Such further bonds may, with the consent of the
Trustee, be constituted by a deed supplemental to the Trust Deed.

15.   NOTICES

      All notices to Bondholders shall be validly given if mailed to them at
their respective addresses in the register of Bondholders maintained by the
Registrar and, so long as the Bonds are listed on the Luxembourg Stock Exchange
and the rules of that Exchange so require, published in a leading newspaper
having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort). Any such notice shall be deemed to have been given on the
later of the date of such publication and the seventh day after being so mailed,
as the case may be.

16.      AGENTS

      The names of the initial Agents and the Registrar and their specified
offices are set out below. The Issuer and the Company reserve the right, subject
to the prior written approval of the Trustee, at any time to vary or terminate
the appointment of any Agent or the Registrar and to appoint additional or other
Agents or a replacement Registrar. The Issuer will at all times maintain (a) a
Principal Agent, (b) a Paying Agent having its specified office in Luxembourg
for so long as the Bonds are listed on the Luxembourg Stock Exchange and a
Paying Agent with a specified office in a European Union member state that will
not be obliged to withhold or deduct tax pursuant to European Counsel Directive
2003/48/EC or any other European Union Directive implementing the provisions of
the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings
income or any law implementing or complying with, or introduced in order to
conform to, such Directive, and (c) a Registrar. Notice of any such termination
or appointment, of any changes in the specified offices of any Agent or the
Registrar and of any change in the identity of the Registrar or the Principal
Agent will be given promptly by the Issuer to the Bondholders and in any event
not less than 45 days' notice will be given.

                                       61
<PAGE>

17.   INDEMNIFICATION

      The Trust Deed contains provisions for the indemnification of the Trustee
and for its relief from responsibility, including provisions relieving it from
taking proceedings to enforce repayment unless indemnified to its satisfaction.
The Trustee is entitled to enter into business transactions with the Issuer, the
Company and any entity related to the Company without accounting for any profit.

      The Trustee may rely without liability to the Bondholders on any
certificate prepared by the directors of the Company and accompanied by a
certificate or report prepared by the Auditors pursuant to the Conditions and/or
the Trust Deed, whether or not addressed to the Trustee and whether or not the
Auditors' liability in respect thereof is limited by a monetary cap or otherwise
limited or excluded and shall be obliged to do so where the certificate or
report is delivered pursuant to the obligation of the Issuer or the Company to
procure such delivery under the Conditions; any such certificate or report shall
be conclusive and binding on the Issuer, the Company, the Trustee and the
Bondholders.

18.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      No person shall have any right to enforce any term or condition of this
Bond under the Contracts (Rights of Third Parties) Act 1999.

19.      GOVERNING LAW AND SUBMISSION TO JURISDICTION

      The Bonds, the Trust Deed and the Agency Agreement are governed by, and
shall be construed in accordance with, the laws of England. In relation to any
legal action or proceedings arising out of or in connection with the Trust Deed
or the Bonds each of the Issuer and the Company has in the Trust Deed
irrevocably submitted to the jurisdiction of the courts of England and in
relation thereto has appointed Baker & McKenzie, London, now at 100 New Bridge
Street, London EC4V 6JA, England as its agent for service of process in England.

                                       62
<PAGE>

                 PRINCIPAL PAYING, CONVERSION AND TRANSFER AGENT

                              The Bank of New York
                          One Canada Square, 48th Floor
                                 London E14 5AL
                                 United Kingdom

                LUXEMBOURG PAYING, CONVERSION AND TRANSFER AGENT

                     The Bank of New York (Luxembourg) S.A.
                                 Aerogolf Center
                                  1A, Hoehenhof
                              L-1736 Senningerberg
                                   Luxembourg

                                    REGISTRAR

                              The Bank of New York
                          101 Barclay Street, Floor 21W
                              New York, N.Y. 10286
                                  United States

                                       63
<PAGE>

                                FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers to

________________________________________________________________________________

________________________________________________________________________________

(Please Print or Typewrite Name and Address of Transferee)

US$_______________ principal amount of the Bonds in respect of which this
Certificate is issued, and all rights in respect thereof.

All payments in respect of the Bonds hereby transferred are to be made (unless
otherwise instructed by the transferee) to the following account:

Name of bank:                      ____________________________________

US$ account number:                ____________________________________

For the account of:                ____________________________________

Dated:  ____________________________________

        ____________________________________

        Certifying Signature

Name:   ____________________________________

Notes:

(i)   A representative of the Bondholder should state the capacity in which he
      signs, e.g. executor.

(ii)  The signature of the person effecting a transfer shall conform to any list
      of duly authorised specimen signatures supplied by the registered holder
      or be certified by a recognised bank, notary public or in such other
      manner as the Agent or the Registrar may require.

                                       64
<PAGE>

                                   SCHEDULE 2
                           FORM OF GLOBAL CERTIFICATE

                                                             ISIN:  XS0179703722
                                                         Common Code:  017970372

                    BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

       (INCORPORATED WITH LIMITED LIABILITY IN THE BRITISH VIRGIN ISLANDS)

                                 US$200,000,000
                ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2008
                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

                               GLOBAL CERTIFICATE

The Bonds in respect of which this Global Certificate is issued are in
registered form and form part of the series designated as specified in the title
(the "BONDS") of Brilliance China Automotive Finance Ltd. (the "ISSUER").

The Issuer hereby certifies that The Bank of New York Depositary (Nominees)
Limited is, at the date hereof, entered in the register of Bondholders as the
holder of Bonds in the principal amount of US$200,000,000 (Two Hundred Million
US dollars) or such other amount as is shown on the register of Bondholders as
being represented by this Global Certificate and is duly endorsed (for
information purposes only) in the third column of Schedule A to this Global
Certificate. For value received, the Issuer promises to pay the person who
appears at the relevant time on the register of Bondholders as holder of the
Bonds in respect of which this Certificate is issued such amount or amounts as
shall become due in respect of such Bonds and otherwise to comply with the
Conditions, as referred to below.

The Bonds are constituted by a Trust Deed dated 28 November 2003 and made
between the Issuer, Brilliance China Automotive Holdings Limited (the "COMPANY")
and The Bank of New York as trustee (the "TRUSTEE") and are subject to, and have
the benefit of, the Trust Deed and the terms and conditions (the "CONDITIONS")
set out in Schedule 1 to the Trust Deed, as modified by the provisions of this
Global Certificate. Terms defined in the Trust Deed have the same meaning when
used herein.

The Bonds in respect of which this Global Certificate is issued are convertible
into fully-paid ordinary shares of par value US$0.010 each of the Company
subject to and in accordance with the Conditions and the Trust Deed.

Owners of interests in the Bonds in respect of which this Global Certificate is
issued will be entitled to have title to the Bonds registered in their names and
to receive individual definitive Certificates if either Euroclear or
Clearstream, Luxembourg (or any other clearing system (an "ALTERNATIVE CLEARING
SYSTEM") as shall have been designated by the Issuer and the Company and
approved by the Trustee on behalf of which the Bonds evidenced by this Global
Certificate may be held) is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so.

In such circumstances, the Issuer at its own expense will cause sufficient
individual definitive Certificates to be executed and delivered to the Registrar
for completion, authentication and despatch to the relevant Holders of the
Bonds. A person with an interest in the Bonds in respect of which this Global
Certificate is issued must provide the Registrar with a written order containing
instructions and

                                       65
<PAGE>

such other information as the Issuer and the Registrar may require to complete,
execute and deliver such individual definitive Certificates.

This Global Certificate is evidence of entitlement only. Title to the Bonds
passes only on due registration in the register of Bondholders and only the duly
registered holder is entitled to payments on Bonds in respect of which this
Global Certificate is issued.

The Conditions are modified as follows in so far as they apply to the Bonds in
respect of which this Global Certificate is issued.

The Registrar will not register the exchange of interests in this Global
Certificate for individual definitive Certificates for a period of 15 calendar
days preceding the due date for any payment of principal and premium (if any) in
respect of the Bonds.

MEETINGS

The holder of this Global Certificate will be treated as being two persons for
the purposes of any quorum requirements of a meeting of Bondholders and, at any
such meeting, as having one vote in respect of each US$10,000 in principal
amount of Bonds for which this Global Certificate is issued. The Trustee may
allow a person with an interest in Bonds in respect of which this Global
Certificate has been issued to attend and speak at a meeting of Bondholders on
appropriate proof of his identity and interest.

CANCELLATION

Cancellation of any Bond by the Issuer following its redemption, conversion or
purchase will be effected by a reduction in the principal amount of the Bonds in
the register of Bondholders.

TRUSTEE'S POWERS

In considering the interests of Bondholders while this Global Certificate is
registered in the name of a nominee for a clearing system, the Trustee may,
without being obliged to do so, have regard to any information provided to it by
such clearing system or its operator as to the identity (either individually or
by category) of its accountholders with entitlements to Bonds and may consider
such interests as if such accountholders were the holders of the Bonds.

CONVERSION

Subject to the requirements of Euroclear and Clearstream, Luxembourg, the
Conversion Right attaching to a Bond in respect of which this Global Certificate
is issued, may be exercised by the presentation to or to the order of the
Principal Agent of one of more Conversion Notices duly completed by or on behalf
of a holder of a book-entry interest in the Bond. Deposit of this Global
Certificate with the Principal Agent together with the relevant Conversion
Notice shall not be required. The exercise of the Conversion Right shall be
notified by the Principal Agent to the Registrar and the holder of this Global
Certificate.

PAYMENT

Payments of principal and premium (if any) in respect of Bonds represented by
this Global Certificate will be made without presentation or if no further
payment is to be made in respect of the Bonds against presentation and surrender
of this Global Certificate to or to the order of the Principal Agent or such
other Paying Agent as shall have been notified to the Bondholders for such
purpose.

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<PAGE>

NOTICES

So long as the Bonds are represented by this Global Certificate and this Global
Certificate is held on behalf of Euroclear or Clearstream, Luxembourg or the
Alternative Clearing System notices to Bondholders may be given by delivery of
the relevant notice to Euroclear or Clearstream, Luxembourg or the Alternative
Clearing System, for communication by it to entitled accountholders in
substitution for notification as required by the Conditions except that so long
as the Bonds are listed on the Luxembourg Stock Exchange and the rules of that
exchange so require, notices shall also be published in a leading newspaper
having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort).

PUT OPTIONS

The Bondholders' put options in Condition 7(D), 7(E) and 7(F) may be exercised
by the holder of this Global Certificate giving notice to the Principal Agent of
the principal amount of Bonds in respect of which the option is exercised and
presenting this Global Certificate for endorsement or exercise within the time
limits specified in such Conditions.

CALL OPTION

No selection of Bonds will be required in the event that the Issuer exercises
its call option pursuant to Condition 7(B) in respect of less than the aggregate
principal amount of Bonds in respect of which this Global Certificate is issued.
Instead, there will be a pro rata allocation of the Bonds to be redeemed among
the accounts in Euroclear and Clearstream, Luxembourg in accordance with the
rules of those clearing systems.

TRANSFERS

Transfers of interests in the Bonds will be effected through the records of
Euroclear and Clearstream, Luxembourg and their respective participants in
accordance with the rules and procedures of Euroclear and Clearstream,
Luxembourg and their respective direct and indirect participants.

ENFORCEMENT

For the purposes of enforcement of the provisions of the Trust Deed against the
Trustee, the persons named in a certificate of the holder of the Bonds in
respect of which this Global Certificate is issued shall be recognised as the
beneficiaries of the trusts set out in the Trust Deed, to the extent of the
principal amounts of their interests in the Bonds set out in the certificate of
the holder, as if they were themselves the holders of the Bonds in such
principal amounts.

This Global Certificate shall not be valid for any purpose until authenticated
by or on behalf of the Registrar.

This Global Certificate is governed by, and shall be construed in accordance
with, English law.

IN WITNESS whereof the Issuer has caused this Global Certificate to be signed on
its behalf.

Dated 28 November 2003

BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

By: __________________________________

Director/Authorised Signatory

                                       67
<PAGE>

CERTIFICATE OF AUTHENTICATION

Certified that the above-named holder is at the date hereof entered in the
register of Bondholders as holder of the above-mentioned principal amount of
Bonds.

THE BANK OF NEW YORK AS REGISTRAR

By: __________________________________

Authorised Signatory

Dated:

                                       68
<PAGE>

                                   SCHEDULE A

     SCHEDULE OF REDUCTIONS IN PRINCIPAL AMOUNT OF BONDS IN RESPECT OF WHICH
                       THIS GLOBAL CERTIFICATE IS ISSUED

The following reductions in the principal amount of Bonds in respect of which
this Global Certificate is issued have been made as a result of: (i) exercise of
the Conversion Right attaching to Bonds, or (ii) redemption of Bonds, or (iii)
issue of definitive Certificates in respect of the Bonds:

<TABLE>
<CAPTION>
DATE OF CONVERSION/            AMOUNT OF DECREASE          PRINCIPAL AMOUNT OF         NOTATION MADE BY OR
REDEMPTION/ ISSUE              IN PRINCIPAL AMOUNT         THIS GLOBAL                 ON BEHALF OF THE
OF DEFINITIVE                  OF THIS GLOBAL              CERTIFICATE FOLLOWING       PRINCIPAL AGENT
CERTIFICATES (STATING          CERTIFICATE                 SUCH DECREASE
WHICH)
<S>                            <C>                         <C>                        <C>
</TABLE>

                                       69
<PAGE>

                 PRINCIPAL PAYING, CONVERSION AND TRANSFER AGENT

                              The Bank of New York
                          One Canada Square, 48th Floor
                                 London E14 5AL
                                 United Kingdom

                LUXEMBOURG PAYING, CONVERSION AND TRANSFER AGENT

                     The Bank of New York (Luxembourg) S.A.
                                 Aerogolf Center
                                 1 A, Hoehenhof
                              L-1736 Senningerberg
                                   Luxembourg

                                    REGISTRAR

                              The Bank of New York
                          101 Barclay Street, Floor 21W
                              New York, N.Y. 10286
                                  United States

                                       70
<PAGE>

                                FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Bonds in respect of which the Global Certificate is issued, and all
rights in respect thereof, to the transferee(s) listed below:

PRINCIPAL AMOUNT TRANSFERRED           NAME, ADDRESS AND ACCOUNT FOR PAYMENTS OF
                                       TRANSFEREE

Dated:     _______________             Certifying Signature:  _____________

Name:      _______________

Notes:

(i)   A representative of the Bondholder should state the capacity in which he
      signs e.g. executor.

(ii)  The signature of the person effecting a transfer shall conform to any list
      of duly authorised specimen signatures supplied by the registered holder
      or be certified by a recognised bank, notary public or in such other
      manner as the Principal Agent or the Registrar may require.

                                       71
<PAGE>

                                   SCHEDULE 3
                     PROVISIONS FOR MEETINGS OF BONDHOLDERS

1

1.1   A holder of a Bond may by an instrument in writing (a "FORM OF PROXY") in
      the form available from the specified office of any Agent in English
      signed by the holder or, in the case of a corporation, executed under its
      common seal or signed on its behalf by an attorney or a duly authorised
      officer of the corporation and delivered to the Agent not later than 48
      hours before the time fixed for any meeting, appoint any person (a
      "PROXY") to act on his or its behalf in connection with any meeting or
      proposed meeting of Bondholders.

1.2   A holder of a Bond which is a corporation may by delivering to any Agent
      not later than 24 hours before the time fixed for any meeting a resolution
      of its directors or other governing body in English authorise any person
      to act as its representative (a "REPRESENTATIVE") in connection with any
      meeting or proposed meeting of Bondholders.

1.3   A proxy or representative so appointed shall so long as such appointment
      remains in force be deemed, for all purposes in connection with any
      meeting or proposed meeting of Bondholders specified in such appointment,
      to be the holder of the Bonds to which such appointment relates and the
      holder of the Bond shall be deemed for such purposes not to be the holder.

2     Each of the Issuer, the Company and the Trustee may at any time convene a
      meeting of Bondholders. If the Trustee receives a written request by
      Bondholders holding at least 10 per cent. in principal amount of the Bonds
      for the time being outstanding and is indemnified to its satisfaction
      against all costs and expenses, the Trustee shall convene a meeting of
      Bondholders. Every meeting shall be held at a time and place approved by
      the Trustee.

3     At least 21 days' notice (exclusive of the day on which the notice is
      given and of the day of the meeting) shall be given to the Bondholders. A
      copy of the notice shall be given by the party convening the meeting to
      the other parties. The notice shall specify the day, time and place of
      meeting, be given in the manner provided in the Conditions and shall
      specify, unless the Trustee otherwise agrees, the nature of the
      resolutions to be proposed and shall include a statement to the effect
      that the holders of Bonds may appoint proxies by executing and delivering
      a form of proxy in English to the specified office of an Agent not later
      than 48 hours before the time fixed for the meeting or, in the case of
      corporations, may appoint representatives by resolution in English of
      their directors or other governing body and by delivering an executed copy
      of such resolution to the Agent not later than 48 hours before the time
      fixed for the meeting.

4     A person (who may, but need not, be a Bondholder) nominated in writing by
      the Trustee may act as chairman of a meeting but if no such nomination is
      made or if the person nominated is not present within 15 minutes after the
      time fixed for the meeting the Bondholders present shall choose one of
      their number to be chairman, failing which the Issuer, failing which the
      Company may appoint a chairman. The chairman of an adjourned meeting need
      not be the same person as was chairman of the original meeting.

5     At a meeting two or more persons present in person holding Bonds or being
      proxies or representatives and holding or representing in the aggregate
      not less than 10 per cent. in principal amount of the Bonds for the time
      being outstanding shall (except for the purpose of passing an
      Extraordinary Resolution) form a quorum for the transaction of business
      and no business (other than the choosing of a chairman) shall be
      transacted unless the requisite quorum be present at the commencement of
      business. The quorum at a meeting for passing an Extraordinary Resolution
      shall (subject as provided below) be two or more persons present

                                       72
<PAGE>

      in person holding Bonds or being proxies or representatives and holding or
      representing in the aggregate over 50 per cent. in principal amount of the
      Bonds for the time being outstanding provided that the quorum at any
      meeting the business of which includes any of the matters specified in the
      proviso to paragraph 16 shall be two or more persons so present holding
      Bonds or being proxies or representatives and holding or representing in
      the aggregate not less than 66 per cent. in principal amount of the Bonds
      for the time being outstanding.

6     If within 15 minutes from the time fixed for a meeting a quorum is not
      present the meeting shall, if convened upon the requisition of Bondholders
      or if the Issuer, the Company and the Trustee agree, be dissolved. In any
      other case it shall stand adjourned to such date, not less than 14 nor
      more than 42 days later, and to such place as the chairman may decide. At
      such adjourned meeting two or more persons present in person holding Bonds
      or being proxies or representatives (whatever the principal amount of the
      Bonds so held or represented) shall form a quorum and may pass any
      resolution and decide upon all matters which could properly have been
      dealt with at the meeting from which the adjournment took place had a
      quorum been present at such meeting provided that at any adjourned meeting
      at which is to be proposed an Extraordinary Resolution for the purpose of
      effecting any of the modifications specified in the proviso to paragraph
      16 the quorum shall be two or more persons so present holding Bonds or
      being proxies or representatives and holding or representing in the
      aggregate not less than 33 per cent. in principal amount of the Bonds for
      the time being outstanding.

7     The chairman may with the consent of (and shall if directed by) a meeting
      adjourn the meeting from time to time and from place to place but no
      business shall be transacted at an adjourned meeting which might not
      lawfully have been transacted at the meeting from which the adjournment
      took place.

8     At least 10 days' notice of any meeting adjourned through want of a quorum
      shall be given in the same manner as for an original meeting and such
      notice shall state the quorum required at the adjourned meeting. No notice
      need, however, otherwise be given of an adjourned meeting.

9     Each question submitted to a meeting shall be decided in the first
      instance by a show of hands and in case of equality of votes the chairman
      shall both on a show of hands and on a poll have a casting vote in
      addition to the vote or votes (if any) which he may have as a Bondholder
      or as a holder of a voting certificate or as a proxy or representative.

10    Unless a poll is (before or on the declaration of the result of the show
      of hands) demanded at a meeting by the chairman, the Issuer, the Company,
      the Trustee or by one or more persons holding one or more Bonds or being
      proxies or representatives and holding or representing in the aggregate
      not less than two per cent. in principal amount of the Bonds for the time
      being outstanding, a declaration by the chairman that a resolution has
      been carried or carried by a particular majority or lost or not carried by
      a particular majority shall be conclusive evidence of the fact without
      proof of the number or proportion of the votes recorded in favour of or
      against such resolution.

11    If a poll is demanded, it shall be taken in such manner and (subject as
      provided below) either at once or after such an adjournment as the
      chairman directs and the result of such poll shall be deemed to be the
      resolution of the meeting at which the poll was demanded as at the date of
      the taking of the poll. The demand for a poll shall not prevent the
      continuation of the meeting for the transaction of any business other than
      the question on which the poll has been demanded.

12    A poll demanded on the election of a chairman or on any question of
      adjournment shall be taken at the meeting without adjournment.

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<PAGE>

13    The Issuer, the Company and the Trustee (through their respective
      representatives) and their respective financial and legal advisers may
      attend and speak at any meeting of Bondholders. No one else may attend or
      speak at a meeting of Bondholders unless he is the holder of a Bond or is
      a proxy or a representative.

14    On a show of hands every holder who is present in person or any person who
      is present and is a proxy or a representative shall have one vote and on a
      poll every person who is so present shall have one vote in respect of each
      Bond produced or in respect of which he is a proxy or a representative.
      Without prejudice to the obligations of proxies, a person entitled to more
      than one vote need not use them all or cast them all in the same way.

15    A proxy need not be a Bondholder.

16    A meeting of Bondholders shall, subject to the Conditions, in addition to
      the powers given above, but without prejudice to any powers conferred on
      other persons by this Trust Deed, have power exercisable by Extraordinary
      Resolution:

16.1  to sanction any proposal by the Issuer or the Company for any
      modification, abrogation, variation or compromise of, or arrangement in
      respect of, the rights of the Bondholders against the Issuer or the
      Company whether or not such rights arise under this Trust Deed;

16.2  to sanction the exchange or substitution for the Bonds of, or the
      conversion of the Bonds into, shares, bonds, or other obligations or
      securities of the Issuer or the Company or any other entity;

16.3  to assent to any modification of this Trust Deed or the Bonds which shall
      be proposed by the Issuer or the Company or the Trustee;

16.4  to authorise anyone to concur in and do anything necessary to carry out
      and give effect to an Extraordinary Resolution;

16.5  to give any authority, direction or sanction required to be given by
      Extraordinary Resolution;

16.6  to appoint any persons (whether Bondholders or not) as a committee or
      committees to represent the interests of the Bondholders and to confer on
      them any powers or discretions which the Bondholders could themselves
      exercise by Extraordinary Resolution;

16.7  to approve the substitution of any entity for the Issuer or the Company
      (or any previous substitute) as principal debtor under this Trust Deed;

16.8  to approve a proposed new Trustee and to remove a Trustee; and

16.9  to discharge or exonerate the Trustee from any liability in respect of any
      act or omission for which it may become responsible under this Trust Deed
      or the Bonds,

      provided that the special quorum provisions contained in the proviso to
      paragraph 5 and, in the case of an adjourned meeting, in the proviso to
      paragraph 6 shall apply for the purpose of making any modification to the
      provisions contained in this Trust Deed or the Bonds which would have the
      effect of:

      16.9.1 modifying the due date for any payment in respect of the Bonds; or

      16.9.2 reducing or cancelling the principal amount of the Bonds or default
             interest, premium (if any) (including any Early Redemption Amount)
             or Equivalent Amount payable in

                                       74
<PAGE>

             respect of the Bonds or changing the method of calculation of the
             Early Redemption Amount; or

      16.9.3 changing the currency of payment of the Bonds; or

      16.9.4 cancelling or modifying the Conversion Rights; or

      16.9.5 cancelling or modifying the Guarantee; or

      16.9.6 modifying the provisions contained in this Schedule concerning the
             quorum required at any meeting of Bondholders or the majority
             required to pass an Extraordinary Resolution or sign a resolution
             in writing; or

      16.9.7 amending this proviso.

17    An Extraordinary Resolution passed at a meeting of Bondholders duly
      convened and held in accordance with this Trust Deed shall be binding on
      all the Bondholders, whether or not present at the meeting, and each of
      them shall be bound to give effect to it accordingly. The passing of such
      a resolution shall be conclusive evidence that the circumstances of such
      resolution justify the passing of it.

18    The expression "EXTRAORDINARY RESOLUTION" means a resolution passed at a
      meeting of Bondholders duly convened and held in accordance with these
      provisions by a majority consisting of not less than three-quarters of the
      votes cast.

19    A resolution in writing signed by or on behalf of the holders of not less
      than 90 per cent. in principal amount of the Bonds who for the time being
      are entitled to receive notice of a meeting in accordance with these
      provisions shall for all purposes be as valid as an Extraordinary
      Resolution passed at a meeting of Bondholders convened and held in
      accordance with these provisions. Such resolution in writing may be in one
      document or several documents in like form each signed by or on behalf of
      one or more of the Bondholders.

20    Minutes shall be made of all resolutions and proceedings at every meeting
      and, if purporting to be signed by the chairman of that meeting or of the
      next succeeding meeting of Bondholders, shall be conclusive evidence of
      the matters in them. Until the contrary is proved every meeting for which
      minutes have been so made and signed shall be deemed to have been duly
      convened and held and all resolutions passed or proceedings transacted at
      it to have been duly passed and transacted.

21    Subject to all other provisions contained in this Trust Deed the Trustee
      may without the consent of the Bondholders prescribe such further
      regulations regarding the holding of meetings and attendance and voting at
      them or regarding the making of resolutions in writing as the Trustee may
      in its sole discretion determine including (without limitation) such
      regulations and requirements as the Trustee thinks reasonable to satisfy
      itself that persons who purport to make any requisition in accordance with
      this Trust Deed are entitled to do so and that those who purport to attend
      or vote at a meeting or to sign a written resolution are entitled to do
      so.

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<PAGE>

IN WITNESS whereof this Trust Deed has been executed as a deed on the date
stated at the beginning.

BRILLIANCE CHINA AUTOMOTIVE FINANCE LTD.

By: /s/ Ng Siu On (also known as Wu Xiao An)

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

By: /s/ Wu Xiao An (also known as Ng Siu On)
    /s/ Yang Mao Zeng

THE BANK OF NEW YORK

By: /s/ Vanessa Loh

                                       76