<PAGE>
                                                                    EXHIBIT 10.1



                        Dated the 30th day of March 2001



                             New China Homes Limited
                                  (The Seller)



                                       and



                        Wonder China Investments Limited
                                 (The Purchaser)



                       ----------------------------------

                           SALE AND PURCHASE AGREEMENT
                             of shares and debts in
                         TOP TREND DEVELOPMENTS LIMITED

                       ----------------------------------





                               David Lo & Partners
                                   Solicitors
                                   Suite 3105
                            Nine Queen's Road Central
                                    Hong Kong

                             Our ref: 20-0252/DL /SC

<PAGE>
SALE AND PURCHASE AGREEMENT

DATED the 30th day of March 2001

Parties

1.   New China Homes Limited whose registered office is situate at Walker Houes,
     Mary Street, George Town, Grand Cayman, Cayman Islands. ("SELLER"); and

2.   Wonder China Investments Limited whose registered office is situate at P.
     O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
     Virgin Islands and having its correspondence address at 16th Floor, Far
     East Consortium Building, 121 Des Voeux Road Central, Hong Kong
     ("PURCHASER").

Recitals

(A)  Top Trend Developments Limited ("the Company") is a company incorporated in
     the British Virgin Islands with limited liability, brief particulars of
     which are contained in Schedule 1 and whose principal business is the
     holding of the entire registered capital of Ching Chu (Shanghai) Real
     Estate Development Company Limited ("the Subsidiary").

(B)  The Company is a wholly-owned subsidiary of New China Homes Limited, the
     securities of which are listed on the NASDAQ.

(C)  The Subsidiary is a company incorporated under the laws of the People's
     Republic of China, brief particulars of which are contained in Schedule 2.

(D)  Pursuant to the Sale Agreement (as defined below), Shanghai Ching Chu
     Property Development Limited as the land use right owner of the Land (brief
     particulars of which are contained in Schedule 3) has agreed to sell and
     the Subsidiary has agreed to purchase the commercial complex ("the
     Property") to be developed on the Land as per the building plans ("Building
     Plans") exhibited hereto as Exhibit 1. The completion of the Sale Agreement
     is scheduled to be completed not later than 30 April 2003.

(E)  The Sale Shares (as defined below), which represent the entire issued share
     capital of the Company, are beneficially owned by the Seller. The Company
     is indebted to the Seller for the Sale Debt (as defined below), which
     represents an interest free shareholder's advance made by the Seller to the
     Company.

(F)  The parties hereto agreed for the sale and purchase of the Sale Shares and
     the Sale Debt by the Seller to the Purchaser upon the terms and conditions
     hereinafter mentioned.


OPERATIVE CLAUSES

                                       1
<PAGE>
1.   INTERPRETATION

     In this Agreement and in the Schedules unless the context otherwise
     requires:-

1.1  The following words and expressions shall bear the meanings set opposite
     them:-

     "Completion Date"        means on or before 5:00 p.m. on 31 March 2001 or
                              such other date and time as may be agreed between
                              the parties hereto;

     "Completion"             the completion of the sale and purchase of the
                              Sale Shares and the Sale Debt and the transactions
                              mentioned in Clause 5;

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

     "Company"                Top Trend Developments Limited;

     "Deed of Assignment"     the deed of assignment for the assignment of the
                              Sale Debt in the form set out in Schedule 4;

     "Management Accounts
      Date"                   26 March 2001;

     "Management
      Accounts"               the unaudited balance sheets of the Company and
                              the Subsidiary as at the Management Accounts Date,
                              of which is annexed hereto respectively marked
                              Exhibit 4;

     "PRC"                    People's Republic of China;

     "Put Option"             the option set out in Clause 5.6(a);

     "Put Option Notice"      a notice in the form set out in Schedule 7;

     "Sale Agreement"         an agreement for sale and purchase in respect of
                              the Property made between Shanghai Ching Chu
                              Property Development Limited as vendor and the
                              Subsidiary as purchaser dated 23 March 2001, a
                              copy of which is annexed hereto marked Exhibit 2;

     "Sale Shares"            a total of 2 Shares of US$1.00 each in the issued
                              share capital of the Company beneficially owned by
                              the Seller;

                                       2
<PAGE>
     "Sale Debt"              the interest-free shareholder's loans
                              advanced by the Seller to the Company and
                              remaining outstanding from the Company to the
                              Seller as at Completion, such advance amounted to
                              HK$18,414,717 as at the Management Accounts Date;
                              and

     "Warranties"             the agreements, obligations, warranties,
                              representations and undertakings of the Seller
                              contained in this Agreement including the
                              representations, warranties and undertakings
                              contained in the Schedule 6.

1.2  References to statutory provisions shall be construed as references to any
     statutory modification or re-enactment thereof (whether before on or after
     the date hereof) for the time being in force and to any former statutory
     provision replaced (with or without modification) by the provision referred
     to and shall include all statutory instruments or orders from time to time
     made pursuant thereto.

1.3  References to persons shall include references to incorporated and
     unincorporated associations and references to the singular shall include
     references to the plural and references to one gender shall include
     references to other genders.

1.4  References to Clauses and Schedules are to Clauses of and Schedules to this
     Agreement.

1.5  The headings in this Agreement and the use of underlining are included for
     convenience only and shall not affect the interpretation or construction of
     this Agreement.

1.6  Words and expressions defined in the Companies Ordinance shall bear the
     same meaning in this Agreement, unless the context herein otherwise
     requires.


2.   SALE OF THE SALE SHARES AND SALE DEBT

2.1  The Seller shall as beneficial owner sell and the Purchaser shall purchase
     the Sale Shares free from all liens, rights of pre-emption, charges,
     encumbrances, equities and third party rights of any kind and together with
     all dividends, interest, bonuses, distributions or other rights now or
     hereafter attaching thereto.

2.2  The Seller shall as beneficial owner sell and the Purchaser shall purchase
     the full benefit and advantage of the Sale Debt free from all liens, and
     will procure other fellow subsidiaries of the Company as beneficial owners
     to sell charges, encumbrances, equities and third party rights of any kind.


3.   CONSIDERATION

3.1  The total consideration for the sale and purchase of the Sale Shares and
     the Sale Debt shall be Hong Kong Dollars One Hundred and Twenty Eight
     Million (HK$128,000,000) which shall be satisfied as follows:-

                                       3
<PAGE>
     (a)  a sum of HK$ 1,280,000 shall be paid by the Purchaser to the Seller in
          cash upon the signing hereof; and

     (b)  HK$126,720,000 shall be paid by the Purchaser to the Seller on the
          Completion Date in the manner as described in Clause 5 below.


4.   COMPLETION

4.1  The sale and purchase of the Sale Shares and the Sale Debt shall be
     completed at the office of the Purchaser on the Completion Date.

4.2  The Seller shall procure that a board meeting of the Company be held on or
     before the Completion Date at which it shall be resolved that with effect
     from the Completion Date and upon completion the transfers of the Sale
     Shares and the Sale Debt to the Purchaser shall (subject only to the same
     being duly stamped, if necessary) be approved for registration and that the
     name of the Purchaser and/or its nominees be entered in the Company's
     Register of Members as the holder(s) of the Sale Shares.

4.3  Upon Completion, the Seller shall deliver and/or procure the delivery of
     the following documents to the Purchaser:-

     (a)  the share certificates representing the Sale Shares together with the
          duly executed contract notes for the same in favour of the Purchaser
          or its nominees;

     (b)  a certified copy of the minutes of board meeting of the Company
          referred to in Clause 4.2;

     (c)  the Deed of Assignment for the Sale Debt duly executed by the Seller
          under seal in favour of the Purchaser or its nominees; and

     (d)  the Common Seal, statutory records, books of account and minute books
          of the Company and the Subsidiary (if any) and their business
          registration certificate, certificate of incorporation, rubber chops
          and all business records.

4.4  Against delivery of the documents and completion of the matters referred to
     in Clause 4.3, the Purchaser shall deliver or procure to be delivered a
     promissory note in the amount of HK$126,720,000 in favour of the Seller by
     the Purchaser in the form as set out in Schedule 5.


5.   THE WARRANTIES, REPRESENTATIONS AND COVENANTS

5.1  In consideration of the Purchaser entering into this Agreement, the Seller
     HEREBY UNDERTAKES REPRESENTS AND WARRANTS to the Purchaser that:-

                                       4
<PAGE>
     (a)  each of the Warranties at the date hereof is true and accurate in
          every material respect;

     (b)  the Warranties will continue to be true and accurate in all material
          respects up to and including Completion; and

     (c)  each of the Warranties is deemed to be repeated on the Completion Date
          as if the same were fully set out and repeated at the Completion Date.

5.2  The Purchaser is entering this Agreement in reliance upon each of the
     Warranties which the Seller acknowledges.

5.3  The Warranties shall remain in full force and effect after Completion.

5.4  Each of the Warranties shall be construed as a separate and independent
     Warranty and shall not be limited by reference to any other.

5.5  No information of which the Purchaser may have notice (constructive or
     implied) shall prejudice any claim by the Purchaser under the Warranties or
     operate to reduce any amount recoverable by the Purchaser.

5.6  Upon any breach of the Warranties by the Seller, the Purchaser shall give
     notice of such breach to the Seller. Unless such breach is remedied within
     30 days after delivery of such notice, the Purchaser:-

     (a)  may by delivering a Put Option Notice to the Seller, require the
          Seller to purchase, or procure the purchase of, the Sale Shares and
          the Sale Debt at a price equivalent to the Consideration ("Purchase
          Price"). If the Put Option is exercised, the Seller shall forthwith at
          its option either purchase, or procure the purchase of the Sale Shares
          and the Sale Debt and shall immediately pay or procure the payment of
          the Purchase Price to the Purchaser within 7 days from the receipt of
          the Put Option Notice; or

     (b)  may require the Seller to pay to the Purchaser the amount necessary to
          put the Company into the position which would have existed if the
          Warranties had been true when given or repeated and all reasonable
          costs and expenses incurred in connection therewith by the Company.


6.   RESCISSION

6.1  The rights including any right of rescission conferred on the Purchaser and
     the Seller (as the case may be) by this Agreement shall be in addition to
     and without prejudice to all other rights and remedies available to the
     Purchaser and the Seller (as the case may be).

                                       5
<PAGE>
6.2  No failure to exercise and no delay in exercising on the part of the
     Purchaser's or the Seller's right or remedy in respect of any part of this
     Agreement shall operate as a waiver of such rights or remedy nor shall a
     single or partial exercise of such rights or remedy prejudice the exercise
     of any other right or remedy.


7.   THE SELLER'S UNDERTAKINGS PENDING COMPLETION

     From the date of this Agreement and until Completion, the Seller shall
     procure that the Company and/or the Subsidiary shall carry on their
     respective businesses in the normal and ordinary course and as a going
     concern and (without prejudice to the generality of the foregoing) in
     particular shall procure that the Company and/or the Subsidiary will:-

     (a)  maintain their policies of insurance (if any);

     (b)  not purchase or acquire nor sell or dispose of any asset otherwise
          than in the ordinary course of business;

     (c)  not enter into any agreement or other commitment other than in the
          ordinary course of business; and

     (d)  not declare or pay any dividend or other distribution nor pay or agree
          to pay any management fees (otherwise than in the ordinary course of
          business) without the consent in writing of the Purchaser.


8.   GENERAL

8.1  This Agreement supersedes any previous agreements between the parties in
     relation to the acquisition of the Sale Shares and the Sale Debt and the
     parties acknowledge that no claim shall arise in respect of any agreement
     so superseded by this Agreement.

8.2  This Agreement contains the entire agreement or understanding between the
     parties hereto in relation to the subject matter hereof.

8.3  Any variation to this Agreement shall be binding only if it is recorded in
     a document signed by all the parties hereto.


9.   FURTHER ASSURANCE

     The Seller shall do all necessary acts within its power for effectively
     vesting the Sale Shares and the Sale Debt in the Purchaser or its nominees
     from Completion and shall procure the convening of all such meetings and
     the giving of all such waivers or passing of all resolutions and shall do
     or procure all such other acts and things as shall be necessary under the
     constituent document of the Company and/or the Subsidiary to give effect to
     the provisions of this Agreement.

                                       6
<PAGE>
10.  STAMP DUTY AND LEGAL COSTS

     Each of the parties hereto shall bear its own legal costs. Any stamp duty
     (if any) payable under this Agreement shall be borne by the Seller and the
     Purchaser in equal shares.


11.  NOTICES

11.1 Any notice or other document to be given under this Agreement shall be in
     writing and shall be left at or sent by pre-paid registered post (if posted
     to an address within Hong Kong), pre-paid registered airmail (if posted to
     an address outside Hong Kong), telex or facsimile transmission to the
     respective address in this Agreement or registered office for the time
     being of the party to be served or to such other address and/or number as
     may have been last notified in writing by such party to all other parties
     hereto.

11.2 Any such notice or other document shall be deemed to have been duly given
     upon receipt if left or sent by facsimile transmission, or if sent by telex
     upon the receipt by the sending machine of the addressee's confirmatory
     answerback and in the case of notice sent by post it shall be deemed to
     have been given 3 days after posting or 7 days after posting in the case of
     airmail. In proving the giving of a notice it shall be sufficient to prove
     that the notice was left or that the envelope containing such notice was
     properly addressed and posted or that the applicable means of
     telecommunication was properly received (as the case may be).


12.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of which
     when so executed and delivered shall be an original, but all of which shall
     together constitute one and the same document.


13.  GOVERNING LAW AND JURISDICTION

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

13.2 The parties hereto hereby submit to the non-exclusive jurisdiction of the
     Courts of Hong Kong.

                                       7
<PAGE>
IN WITNESS whereof this Agreement has been executed by or on behalf of the
parties on the day and year first above written.



SIGNED by                           )
                                    )       /s/ Trevor Bedford
for and on behalf of                )       --------------------------------
New China Homes Limited, whose      )       Trevor Bedford
signature is verified by:-          )       30.3.2001



SIGNED by Mr. Steven Kwan,          )
                                    )       /s/ Steven Kwan
its Director, for and on behalf of  )       --------------------------------
Wonder China Investments Limited,   )       Steven Kwan
whose signature is verified by:-    )



/s/ Lo Kwok Kwei David
---------------------------------
Lo Kwok Kwei David
Solicitor, Hong Kong SAR
David Lo & Partners

                                       8
<PAGE>
                                   SCHEDULE 1

                           PARTICULARS OF THE COMPANY

Name                   :  Top Trend Developments Limited

Registered Number      :  408689

Date of Incorporation  :  22nd September 2000

Registered Office      :  P. O. Box 957, Offshore Incorporation Centre,
                          Road Town, Tortola, British Virgin Islands

Share Capital
Authorised             :  US$50,000.00 divided into 50,000 shares of
                          US$1.00 par value

Issued                 :

Shareholder            :  NAME                                NO. OF SALE SHARES
                          ----                                ------------------
                          New China Homes Limited                      2

Directors              :  Yao Hon Ching

                          Chan Kei Kon

Secretary              :  Modest Secretarial Services Limited

                                       9
<PAGE>
                                   SCHEDULE 2

                          PARTICULARS OF THE SUBSIDIARY

Name                       :       Ching Chu (Shanghai) Real Estate Development
                                   Limited

Business Licence No.       :       00000002200004180015

Date of Incorporation      :       9th December 1999

Legal Address              :       Nanhui District Industrial Estate, Shanghai.

Registered Capital         :       US$5 million (fully paid up)

Legal Representative       :       Yao Hon Ching

                                       10
<PAGE>
                                   SCHEDULE 3

                                    THE LAND

Description                :       California Gardens, Shanghai, PRC situated in
                                   the North West corner of the outer ring road
                                   in Shanghai, having a land area of 24,668
                                   square meters and a building area of 34,401
                                   square meters.

Possession                 :       Vacant

                                       11
<PAGE>
                                   SCHEDULE 4

                               DEED OF ASSIGNMENT


DEED OF ASSIGNMENT

DATED THE     DAY OF     2001


BETWEEN

(1)  New China Homes Limited whose registered office is situate at Walker Houes,
     Mary Street, George Town, Grand Cayman, Cayman Islands. ("SELLER"); (the
     "ASSIGNOR");

(2)  Wonder China Investments Limited whose registered office is situate at P.
     O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
     Virgin Islands and having its correspondence address at 16th Floor, Far
     East Consortium Building, 121 Des Voeux Road Central, Hong Kong (the
     "ASSIGNEE"); and

(3)  Top Trend Developments Limited whose registered office is situate at P. O.
     Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
     Islands and having its correspondence address at 16th Floor, Far East
     Consortium Building, 121 Des Voeux Road Central, Hong Kong (the "COMPANY").


WHEREAS:-

(A)  The Company is indebted to the Assignor in the amount of [$*] as at the
     date hereof which amount represents an unsecured interest-free
     shareholder's advance to the Company ("the Loan").

(B)  The Assignor has agreed to assign to the Assignee the Loan now due from the
     Company to the Assignor pursuant to a sale and purchase agreement dated [*]
     ("Assigned Loan") upon the terms contained below.


NOW THIS DEED WITNESSETH as follows:-

1.   For consideration received (the sufficiency is acknowledged by the
     Assignor), the Assignor as beneficial owner hereby assigns unto the
     Assignee, inter alia, the full benefit, advantage and interest of and in
     the Assigned Loan free from all claims, rights, charges, liens,
     encumbrances and equities together with all rights attached or accruing
     thereto as at the date hereof TO HOLD the same unto the Assignee
     absolutely.

2.   Upon the execution of this Deed all the debts and obligations owed to the
     Assignor by the Company shall be transferred to and vested in the Assignee
     who shall be entitled to

                                       12
<PAGE>
     receive the payments in respect thereof and to give a full and complete
     release relating thereto.

3.   The Company hereby agrees and consents to the foregoing and further
     undertakes to the Assignee that it will henceforth make all payments due
     under the Assigned Loan, and discharge all its obligations in respect
     thereof, to the Assignee directly instead of to the Assignor.

                                       13
<PAGE>
IN WITNESS whereof this Deed has been entered into the day and year first above
written.


SEALED with the COMMON SEAL of      )
THE ASSIGNOR and SIGNED by          )
                                    )
in the presence of:-                )



                     Solicitor, Hong Kong SAR


SEALED with the COMMON SEAL of      )
THE ASSIGNEE and SIGNED by          )
                                    )
in the presence of:-                )



                     Solicitor, Hong Kong SAR


SIGNED by                           )
for and on behalf of THE COMPANY    )
in the presence of:-                )



                     Solicitor, Hong Kong SAR

                                       14
<PAGE>
                                   SCHEDULE 5

                                 PROMISSORY NOTE

                                                        Dated               2001
                                                              -------------

To:  New China Homes Limited

1.   For value received, the undersigned, Wonder China Investments Limited whose
     registered office is situated at P. O. Box 957, Offshore Incorporations
     Centre, Road Town, Tortola, British Virgin Islands and having its
     correspondence address at 16th Floor, Far East Consortium Building, 121 Des
     Voeux Road Central, Hong Kong, by this Promissory Note, unconditionally
     promises to pay to the order of New China Homes Limited ("the Beneficiary")
     the sum of HK$126,720,000 ("the Principal Sum") on the date of the expiry
     of six (6) months from the date hereof;

2.   In the event that:-

     (a)  the undersigned fails to pay the Principal Sum or any part thereof, or
          any other sum due hereunder punctually when due; or

     (b)  the undersigned makes any assignment for the benefit of creditors, or
          commits an act of bankruptcy; or

     (c)  a winding up petition is presented against the undersigned; or

     (d)  any of the assets of the undersigned are attached, seized or
          sequestrated, or the undersigned suffers any distraint or levy of
          execution under judgment; or

     (e)  a receiver is appointed of the undersigned or of any assets of the
          undersigned,

     the Beneficiary shall be entitled to declare the Principal Sum forthwith
     due and payable, without presentment, demand for payment, protest, noting
     or any other formalities of any kind, all of which are expressly waived by
     the undersigned.

3.   All payments by the undersigned under this Promissory Note shall be made
     without set-off or counterclaim and free and clear of and without any
     deduction whatsoever.

5.   The place for payment hereof shall be at the above address of the
     Beneficiary or at the office of the holder hereof, or at such other place
     as the holder hereof shall designate.

6.   If any legal or other proceedings shall be instituted against the
     undersigned for payment of the Principal Sum or any part thereof, the
     undersigned hereby promises to pay all costs, legal fees and other expenses
     connected therewith.

7.   This Promissory Note shall be governed by and construed in all respects in
     accordance with the laws of Hong Kong.

                                       15
<PAGE>
8.   The undersigned hereby irrevocably submits to the non-exclusive
     jurisdiction of the Hong Kong Courts, but it shall be open to the holder
     hereof to enforce this Promissory Note in the courts of any other competent
     jurisdiction.

9.   If any one or more provisions of this Promissory Note, or any part hereof,
     shall be declared or adjudged to be illegal, invalid or unenforceable under
     any applicable law, such illegality, invalidity or unenforceability shall
     not vitiate any other provisions of this Promissory Note which remain in
     full force, validity and effect.



For and on behalf of
Wonder China Investments Limited



--------------------------------
Witness:-
Name:
Address:
Occupation:

                                       16
<PAGE>
                                   SCHEDULE 6

                                (THE WARRANTIES)


1.1     AUTHORITY AND CAPACITY OF THE SELLER

1.1.1   The Seller has full power and authority to enter into and perform this
        agreement, and this agreement constitutes and when executed will
        constitute, binding obligations on the Seller.


1.2     OWNERSHIP OF SALE SHARES AND SALE DEBT

1.2.1   The Sale Shares will at Completion constitute the entire issued and
        allotted share capital of the Company and will then be fully paid or
        credited as fully paid.

1.2.2   There is not now, nor is there any agreement or arrangement to create,
        any pledge, lien, charge or encumbrance on, over or affecting any of the
        Sale Shares and no claim has been made by any person to be entitled to
        any of the foregoing.

1.2.3   The Seller is entitled to sell and transfer to the Purchaser the full
        legal and beneficial ownership of the Sale Shares, free from all liens,
        charges and encumbrances on the terms of this agreement, without the
        consent of any third party.

1.2.4   As at 26 March 2001, the Sale Debt outstanding is HK$18,414,733. The
        Sale Debt is interest free and will at Completion constitute the entire
        amount owed by the Company to the Seller.


1.3     INTEREST IN THE SUBSIDIARY AND THE SALE AGREEMENT

1.3.1   The Subsidiary is validly organised and in existence.

1.3.2   There is not now, nor is there any agreement or arrangement to create
        any pledge, lien, charge or encumbrance on, over or affecting any of the
        Subsidiary (other than and encumbrances created in the ordinary course
        of business of the Subsidiary) and no claim has been made by any person
        to be entitled to any of the foregoing.

1.3.3   The Company is the registered and beneficial owner of 100% of the
        registered capital of the Subsidiary free from all encumbrances
        whatsoever.

1.3.4   There is or will be no option to acquire, mortgage, charge, pledge, lien
        or other form of security or encumbrance on, over or affecting any of
        the Company's interest in the registered capital of the Subsidiary and
        as at Completion there will be no agreement or commitment to give or
        create any of the foregoing and no claim will have been made by any
        person to be entitled to any of the foregoing which will not have been
        waived in its entirety or satisfied in full.

1.3.5   The Sale Agreement is valid and binding under the laws of the PRC.

1.3.6   All the factual information set out in the Sale Agreement are accurate.


1.4     DIRECTORS

1.4.1   The only directors of the Company are the persons whose names are listed
        as such in Schedule 1.


1.5     SUBSIDIARIES AND ASSOCIATIONS

1.5.1   Other than the Subsidiary, the Company has no subsidiaries, associated
        companies wheresoever incorporated or situated.

                                       17
<PAGE>
1.6     OPTIONS OVER THE CAPITAL OF THE COMPANY

1.6.1   Save as provided in this agreement, there are no agreements or
        arrangements in force which call for the present or future issue or
        allotment of, or grant to any person the right (whether conditional or
        otherwise) to call for the issue, allotment or transfer of, any share or
        loan capital of the Company (including any option or right of
        pre-emption or conversion).


1.7     NEW ISSUES OF CAPITAL

1.7.1   No share or loan capital has been issued or allotted, or agreed to be
        issued or allotted, by the Company since the Management Accounts Date.


1.8     CONSTITUENT DOCUMENTS, STATUTORY BOOKS AND RESOLUTIONS

1.8.1   Copies of the constituent documents of the Company and the Subsidiary
        annexed hereto marked Exhibit 4 are accurate and complete in all
        respects and have embodied in them, or annexed to them, a copy of every
        such resolution as required by the applicable laws.

1.8.2   The register of members and other statutory books of the Company have
        been properly kept and contain an accurate and complete record of the
        matters with which they should deal with.

1.8.3   No notice or allegation that any of the foregoing is incorrect or should
        be rectified has been received.

1.8.4   Since the Management Accounts Date no alteration has been made to the
        constituent document of the Company and the Subsidiary and since the
        Management Accounts Date, no resolution of any kind of the Company or
        the Subsidiary has been passed other than resolutions relating to the
        ordinary course of business of the Company or the Subsidiary. No
        resolution will be passed by shareholders of the Company and the
        Subsidiary to amend their constitute documents before Completion without
        the prior written consent of the Purchaser.

1.8.5   All the contractual documents entered into between the Company or the
        Subsidiary and other parties and documents of the Company and the
        Subsidiary have been properly kept and contain an accurate and complete
        record of the matters with which they should deal with.


1.9     DOCUMENTS FILED

1.9.1   All returns, particulars, resolutions and documents required by the
        relevant legislation in respect of the Company and the Subsidiary have
        been duly filed and were correct; and due compliance has been made with
        all relevant legislation, and other legal requirements, in connection
        with the formation of the Company and the Subsidiary.


1.10    INFORMATION DISCLOSED TO THE PURCHASER CORRECT

1.10.1  The facts and information in the Recitals are true and accurate.

1.10.2  There are no material facts or circumstances, in relation to the assets,
        business or financial condition of the Company or the Subsidiary which
        have not been fully and fairly disclosed in writing to the Purchaser or
        their solicitors, and which, if disclosed, might reasonably have been
        expected to substantially affect the decision of the Purchaser to enter
        into this agreement.

                                       18
<PAGE>
2.      ACCOUNTS

2.1     THE MANAGEMENT ACCOUNTS

2.1.1   The Management Accounts have been prepared in accordance with generally
        accepted accounting principles and practices in Hong Kong and the PRC
        (as the case may be).

2.1.2   The Management Accounts:

2.1.2.1 give a true and fair view of the assets and liabilities of the Company
        and the Subsidiary (as the case may be) at the Management Accounts Date;

2.1.2.2 comply with the requirements of the relevant legislation or regulation;

2.1.2.3 comply with all current accounting standards in Hong Kong or the PRC (as
        the case may be) applicable to a Hong Kong company or a company in the
        PRC;

2.1.2.4 are not affected by any extraordinary or exceptional items;

2.1.2.5 properly reflect the financial position of the Company and the
        Subsidiary as at the Management Accounts Date;

2.1.2.6 fully disclose all the assets of the Company and the Subsidiary (as the
        case may be) as at the Management Accounts Date;

2.1.2.7 make full provision or reserve for all liabilities and capital
        commitments of the Company and the Subsidiary outstanding at the
        Management Accounts Date including contingent, unquantified or disputed
        liabilities;

2.1.2.8 make provision or reserve, in accordance with the principles set out in
        the notes therein, for all Taxation liable to be assessed on the Company
        and the Subsidiary or for which it may be accountable, in respect of the
        period ended on the Management Accounts Date (including deferred
        Taxation).


2.2     BOOK DEBTS

2.2.1   Sufficient provisions have been made in the Management Accounts for all
        doubtful debts and bad debts in accordance with generally accepted
        accounting principles in Hong Kong or PRC (where relevant).


2.3     BOOKS AND RECORDS

2.3.1   All the accounts, books, ledgers, financial and other records, of
        whatsoever kind, of the Company or the Subsidiary:

2.3.1.1 are in their possession;

2.3.1.2 have been fully, properly and accurately kept and completed;

2.3.1.3 give and reflect a true and fair view of the trading transactions, and
        the financial, contractual and trading position of the Company and the
        Subsidiary;

2.3.1.4 do not contain any material inaccuracies or discrepancies of any kind.


3.      FINANCE

3.1     CAPITAL COMMITMENTS

3.1.1   Save the liability to make contributions under the Sale Agreement, there
        were no capital commitments and the Company nor the Subsidiary has not
        made, or agreed to make, any capital expenditure, or incurred or agreed
        to incur any capital commitments, nor has it disposed of, or realised,
        any capital assets or any interest therein.


3.2     DIVIDENDS AND DISTRIBUTIONS

3.2.1   No dividend or other distribution will be declared, paid or made by the
        Company or the Subsidiary prior to Completion.

                                       19
<PAGE>
3.3     BANK AND OTHER BORROWINGS

3.3.1   The Company and the Subsidiary has no outstanding, or has not agreed to
        create or issue, any loan capital.


3.4     LIABILITIES

3.4.1   Save as disclosed in the Management Accounts, the Company and/or the
        Subsidiary shall have no other liabilities (other than liabilities
        incurred in the ordinary course of business).


4.      TRADING AND CONTRACTS

4.1     CHANGES IN BUSINESS ACTIVITIES AND FINANCIAL POSITION

4.1.1   The only business of the Company is the holding of its interests of the
        Subsidiary.

4.1.2   Since the Management Accounts Date, the businesses of the Company and
        the Subsidiary have been continued in the ordinary and normal course.


4.2     THE SELLER'S OTHER INTERESTS AND LIABILITIES TO THE COMPANY

4.2.1   There is no outstanding indebtedness or liabilities of the Seller to the
        Company and/or the Subsidiary.


4.3     CONDUCT OF BUSINESSES IN ACCORDANCE WITH THE CONSTITUENT DOCUMENT:

4.3.1   The Company and the Subsidiary have, at all times, carried on business
        and conducted their affairs in all respects in accordance with their
        constituent documents of the time being in force and any other documents
        to which it is, or has been, a party.

4.3.2   The Company and the Subsidiary are empowered and duly qualified to carry
        on business in all jurisdictions in which they now carry on business.


4.4     SALE AGREEMENT AND PARTNERSHIPS

4.4.1   Apart from the Sale Agreement, none of the Company or the Subsidiary is,
        or has agreed to become, a member of any joint venture, consortium,
        partnership or other unincorporated association; and the Company and the
        Subsidiary are not, or have not agreed to become, a party to any
        agreement or arrangement for sharing commissions or other income.


4.5     LITIGATION, DISPUTES AND WINDING UP

4.5.1   The Company and the Subsidiary are not engaged in any litigation or
        arbitration proceedings, as plaintiff or defendant; there are no such
        proceedings pending or threatened, either by or against the Company or
        the Subsidiary; and there are no circumstances which are likely to give
        rise to any litigation or arbitration.

4.5.2   No order has been made, or petition presented, or resolution passed for
        the winding-up of the Company or the Subsidiary; nor has any distress,
        execution or other process been levied in respect of the Company or the
        Subsidiary which remains undischarged; nor is there any unfulfilled or
        unsatisfied judgment or court order outstanding against the Company or
        the Subsidiary.


4.6     COMPLIANCE WITH LEGISLATION

                                       20
<PAGE>
4.6.1   As far as the Seller is aware, the Company and the Subsidiary have
        conducted and are conducting their businesses in all respects in
        accordance with all applicable laws and regulations.


4.7     GUARANTEES AND INDEMNITIES

4.7.1   There is not now outstanding in respect of the Company and the
        Subsidiary any guarantee, or agreement for indemnity or for suretyship,
        given by, or for the accommodation of the Company or the Subsidiary.


5.      TAXATION

5.1.1   All Taxation for which the Company and the Subsidiary is liable and
        which ought to have been paid has been paid. The Company and the
        Subsidiary have duly complied and will until Completion continue duly to
        comply with its obligations to account to the Taxation authorities for
        all amounts for which it is or may become accountable in respect of
        Taxation.

5.1.2   All returns in connection with Taxation that should have been made by
        the Company and the Subsidiary have been made correctly up-to-date and
        on a proper basis and will until Completion continue to be so made; no
        such return is the subject of any dispute and there are no present
        circumstances or facts known or which would on reasonable enquiry be
        known to the Company and the Subsidiary or its directors or officers
        which may give rise to any such dispute or to any claim for any Taxation
        or the deprivation of any relief or advantage that might have been
        available.

5.1.3   The provisions for Taxation in the Management Accounts are sufficient
        (on the basis of the law as presently existing and on the basis of
        generally accepted accounting principles) to cover all Taxation assessed
        or liable to be assessed on the Company and the Subsidiary or for which
        the Company and the Subsidiary may be or may become accountable in
        respect of the profits, income earnings, receipts, transfers and
        transactions down to the Management Accounts Date.


6.      THE LAND

6.1     Shanghai Ching Chu Property Development Limited is the sole registered
        owner of the land use right of the Land:-

6.1.1   and its predecessors in title have performed and observed all covenants,
        conditions and restrictions relating to the Land;

6.1.2   and it has not received any notices from any competent authority
        materially affecting the Land or any part thereof;

6.1.3   and is entitled to vacant possession of the Land and no lease, tenancy
        or licence has been granted or agreed to be granted to any third party
        in respect of whole or any part of the Land; and

6.1.4   and has a good marketable title to the Land and the Property (as the
        case may be).

6.2     The development and construction of the Property as per the Building
        Plans is approved and permitted under the laws and regulations of the
        PRC.

                                       21
<PAGE>
6.3     The Land is able to be developed or used for commercial use and such
        other purposes contemplated by the Sale Agreement.

6.4     The projected timetable and capital commitment for the development and
        construction of the Property as described in the Sale Agreement are
        realistic estimates.

                                       22
<PAGE>
                                   SCHEDULE 7

                                PUT OPTION NOTICE

To:  New China Homes Limited
     [*]


Dear Sirs,


RE:  TOP TREND DEVELOPMENTS LIMITED

We exercise the Put Option contained in Clause 5.6(a) of the Sale and Purchase
Agreement dated [*] in relation to Top Trend Developments Limited between you
and us ("the Agreement").

We require you to purchase or procure the purchase of the Sale Shares and the
Sale Debt at a price of HK$[*].

Terms defined in the Agreement have the same meaning in this Put Option Notice.


Dated



For and on behalf of
Wonder China Investments Limited



--------------------------------
Name :
Title:

                                       23
<PAGE>
                                    Exhibit 1
                                 Building Plans



                                    Exhibit 2
                                 Sale Agreement



                                    Exhibit 3
                               Management Accounts



                                    Exhibit 4
             Constituent Documents of the Company and the Subsidiary



         (The parties to the Agreement have initialled on the Exhibits
                          for identification purpose)

                                       24
<PAGE>
                        WONDER CHINA INVESTMENTS LIMITED
                     C/o 16/F., Far East Consortium Building
                      121 Des Voeux Road Central, Hong Kong


September 26, 2001


New China Homes Limited
(BY FAX)
Attention: Mr. Trevor Bedford

Dear Sirs,

SALE AND PURCHASE AGREEMENT DATED 30TH MARCH 2001 OF SHARES AND DEBTS IN TOP
TREND DEVELOPMENTS LIMITED ("TOP TREND") BY AND BETWEEN NEW CHINA HOMES LIMITED
AND WONDER CHINA INVESTMENTS LIMITED (THE "AGREEMENT")

We refer to our letter dated 26th September 2001. We are pleased that you have
agreed to the extension of the payment date of the Promissory Note to enable the
parties to resolve the outstanding warranty issue.

In connection with the outstanding warranty issue, we hereby agree that (i) New
China Homes will not transfer to us the 100% of the issued share capital of Top
Trend until we make full payment on the Promissory Note and (ii) the sale of Top
Trend will be completed upon full payment of the Promissory Note.


Yours faithfully,



       /s/  Steven Kwan
--------------------------------
Director
For and on behalf of
Wonder China Investments Limited



<PAGE>
                        WONDER CHINA INVESTMENTS LIMITED
                    C/o 16/F., Far East Consortium Building,
                      121 Des Voeux Road Central, Hong Kong


26 September 2001


New China Homes Limited
(BY FAX)
Attention: Mr. Trevor Bedford

Dear Sirs,

SALE AND PURCHASE AGREEMENT DATED 30 MARCH 2001 BETWEEN NEW CHINA
HOMES LIMITED AND WONDER CHINA INVESTMENTS LIMITED ("AGREEMENT")

Terms defined in the Agreement shall have the same meaning in this letter.

We refer to the paragraph 6.3 of the Warranties (page 22 of the Agreement) given
by you where you warrant that "the Land is able to be developed to used for
commercial use and such other purposes contemplated by the Sale Agreement." Your
failure may give rise to a claim of breach of Warranties.

As at the date of this letter, we have not received any confirmation that the
relevant authority that the Land can be used for commercial purpose. For this
reason, we propose that the due date of payment of the Promissory Note be
extended to the earlier of the following dates:

     (i)  your provision of written evidence to our satisfaction that the Land
          can be used for commercial purpose and

     (ii) the expiration of 6 months from 30 September 2001, the original due
          date of payment of the Promissory Note.

In consideration of your agreement to extend payment of the Promissory Note, we
agree that until the expiration of the periods referred to above, we shall not
take any action or lodge any claim against you for breach of Warranties under
the Agreement.

Please sign and return to us the counterpart of this letter if you agree to our
proposal.


Yours faithfully,



       /s/  Steven Kwan                          /s/  T.J. Bedford
--------------------------------            ---------------------------
Director                                    agreed for and on behalf of
For and on behalf of                        New China Homes Ltd.
Wonder China Investments Limited