<PAGE>

                                                                     EXHIBIT 2.1

                                DATED 7 JUNE 2006

                        BRILLIANCE CHINA FINANCE LIMITED

               (FORMERLY KNOWN AS GOLDCOSMOS INVESTMENTS LIMITED)
                                    AS ISSUER

                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
                                   AS COMPANY

                                       AND

                       THE BANK OF NEW YORK, LONDON BRANCH
                                   AS TRUSTEE

                                   ----------

                                   TRUST DEED
                                  CONSTITUTING
             US$182,678,000 ZERO COUPON GUARANTEED CONVERTIBLE BONDS
                       DUE 2011 CONVERTIBLE INTO SHARES OF
                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
      (SUBJECT TO AN OPTION IN RESPECT OF US$30,000,000 PRINCIPAL AMOUNT OF
                               CONVERTIBLE BONDS)

                                   ----------

                                  HERBERT SMITH

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  INTERPRETATION.......................................................     0
2.  AMOUNT OF THE BONDS AND COVENANT TO PAY..............................     6
3.  FORM OF THE BONDS AND CERTIFICATES; ISSUE OF THE BONDS...............    10
4.  STAMP DUTIES AND TAXES...............................................    11
5.  COVENANTS RELATING TO THE CONVERSION RIGHTS..........................    12
6.  NOTICES RELATING TO THE CONVERSION RIGHTS............................    15
7.  ADJUSTMENTS TO THE CONVERSION PRICE..................................    18
8.  APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE........................    26
9.  GENERAL COVENANTS....................................................    27
10. REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE......................    30
11. PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT
    2000.................................................................    32
12. LIABILITY OF THE TRUSTEE.............................................    38
13. WAIVER AND PROOF OF DEFAULT..........................................    38
14. TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS...................    39
15. MODIFICATION.........................................................    39
16. APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE...................    40
17. COMMUNICATIONS.......................................................    41
18. FURTHER ISSUES.......................................................    42
19. CURRENCY INDEMNITY...................................................    42
20. GOVERNING LAW, THIRD PARTY RIGHTS AND JURISDICTION...................    43
21. SATISFACTION AND DISCHARGE OF TRUST DEED; UNCLAIMED MONEYS...........    44
22. ENFORCEMENT..........................................................    44
23. NOTIFICATION TO THIRD PARTIES BY THE TRUSTEE.........................    45
24. COUNTERPARTS.........................................................    45

SCHEDULE 1...............................................................    46
FORM OF CERTIFICATE......................................................    46

SCHEDULE 2...............................................................    82
FORM OF GLOBAL CERTIFICATE...............................................    82

SCHEDULE 3...............................................................    89
PROVISIONS FOR MEETINGS OF BONDHOLDERS...................................    89
</TABLE>

<PAGE>

THIS TRUST DEED is made on 7 June 2006

BETWEEN:

(1)  BRILLIANCE CHINA FINANCE LIMITED (formerly known as Goldcosmos Investments
     Limited) (Company Number: 1018720), a company incorporated with limited
     liability in the British Virgin Islands whose registered office is at P.O.
     Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
     Islands (the "ISSUER");

(2)  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED (Company Number: EC-17455), a
     company incorporated with limited liability in Bermuda whose registered
     office is at Cedar House, 41 Cedar Avenue, Hamilton, HM 12, Bermuda and
     whose principal place of business in Hong Kong is at Suites 1602-5, Chater
     House, 8 Connaught Road Central, Hong Kong (the "COMPANY"); and

(3)  THE BANK OF NEW YORK, ACTING THROUGH ITS LONDON BRANCH whose principal
     London 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 persons for the time being the trustee or trustees of
     this Trust Deed).

WHEREAS:

(A)  The Issuer has (pursuant to resolutions of its Board of Directors dated 8
     May 2006) authorised the issue of US$182,760,000 Zero Coupon Guaranteed
     Convertible Bonds due 2011 (the "FIRM BONDS") and has granted to Citigroup
     Global Markets Limited an option to subscribe for up to an additional
     US$30,000,000 principal amount of such convertible notes (the "OPTIONAL
     BONDS" and together with the Firm Bonds, the "BONDS")), which are 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 (pursuant to resolutions of
     its Board of Directors dated 8 May 2006 and the approval of the
     shareholders of the Company in a Special General Meeting held on 1 June
     2006).

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

(D)  The parties to this Trust Deed intend that this Trust Deed takes effect as
     a deed notwithstanding that the Trustee may execute this Trust Deed under
     hand.

IT IS AGREED:

1.   INTERPRETATION

1.1  DEFINITIONS

     The following expressions have the following meanings:

     "ACCOUNTS" means, in relation to a Fiscal Period, the Company's balance
     sheet and income statements for that Fiscal Period, which shall be
     consolidated if the Company has Subsidiaries the accounts of which should
     be consolidated under the laws or


                                                                               0

<PAGE>

     regulations of Hong Kong or under auditing standards or practices generally
     accepted in Hong Kong;

     "AGENCY AGREEMENT" means the Paying and Conversion Agency Agreement dated
     on or about the date of this Trust Deed, as supplemented from time to time,
     between the Issuer, the Company, the Trustee, the Registrar, the Principal
     Agent, the Conversion Agent, the Paying Agent and the Transfer Agent,
     whereby the Agents are appointed and includes any other agreements related
     to it, as supplemented from time to time, approved in writing by the
     Trustee appointing Successor Agents and/or a Successor Registrar;

     "AGENTS" means the Principal Agent, the Paying Agent, the Conversion Agent,
     the Transfer Agent, the Registrar 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 6(d);

     "AUDITORS" means the auditors for the time being of the Company 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 as may be nominated by the Company and approved by the Trustee
     (such approval not to be unreasonably withheld or delayed);

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

     "BUSINESS DAY" means a day other than a Saturday or a Sunday on which
     commercial banks are open for business in London, New York, Hong Kong and
     the city in which the specified office of each Agent is located;

     "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 Certificates;

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

     "COMMON DEPOSITORY" means The Bank of New York, London branch in its
     capacity as common depository for Euroclear and Clearstream;

     "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 a Global Certificate is
     issued, by the provisions of the Global Certificates, and any reference to
     a particularly numbered Condition shall be construed accordingly;

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

     "CONVERSION DATE" has the meaning set out in Condition 6(b)(i);


                                                                               1

<PAGE>

     "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
     Schedule 1 to the Agency Agreement;

     "CONVERSION PERIOD" has the meaning set out in Condition 6(a)(i);

     "CONVERSION PRICE" has the meaning set out in Condition 6(a)(iii);

     "CONVERSION RIGHT" has the meaning set out in Condition 6(a)(i);

     "CURRENT MARKET PRICE" has the meaning set out in Condition 6(d);

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

     "DISTRIBUTION" has the meaning set out in Condition 6(d);

     "EARLY REDEMPTION AMOUNT" has the meaning set out in Condition 8(b);

     "EMPLOYEE SHARE SCHEME" means any scheme approved by the Company at a
     general meeting (whether before or after the date hereof) and in compliance
     with the requirements of the Listing Rules (or if applicable, the listing
     rules of an Alternative Stock Exchange) pursuant to which Shares or other
     securities (including rights or options) are or may be offered or granted
     to employees (including directors) or former employees of the Issuer, the
     Company, its Subsidiaries and/or associated companies, or persons related
     to such employees (including directors) or former employees or eligible
     participants of such scheme, provided that such issues do not amount to, or
     entitle such persons to subscribe, 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 6(b)(iii);

     "ENCUMBRANCE" has the meaning set out in Condition 3;

     "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 10;

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

     "FAIR MARKET VALUE" has the meaning set out in Condition 6(d);

     "FISCAL PERIOD" means, as the context may require, a period:

     (a)  commencing on 1 January and ending on the succeeding 31 December, or

     (b)  commencing on 1 January and ending on the date of its financial year
          end, 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 CERTIFICATES" means the single Global Certificate for the Firm
     Bonds and the single Global certificate for the Optional Bonds (if the
     Optional Bonds are issued after the date of this Trust Deed) both
     substantially in the form set out in Schedule 2 issued in respect of all
     the Bonds;


                                                                               2

<PAGE>

     "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;

     "MATERIAL SUBSIDIARY" has the meaning set out in Condition 5(b)(iv);

     "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 and all accrued interest have been duly paid to or
          to the order of the Trustee as provided in Clause 2;

     (c)  those in respect of which claims have become prescribed under
          Condition 11;

     (d)  those which have been purchased and cancelled by the Issuer, the
          Company or any of their respective Subsidiaries as provided in the
          Conditions;

     (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 name of the holder is removed from the register
          during the conversion process);

     (f)  those mutilated or defaced Bonds which have been surrendered and
          cancelled and in respect of which replacements have been issued
          pursuant to Condition 14;

     (g)  any Global Certificate to the extent that it shall have been exchanged
          for another Global Certificate in respect of the Bonds or for the
          Bonds in definitive form pursuant to its provisions;

     and provided that for the purposes of:

     (i)  ascertaining the right to attend and vote at any meeting of the
          Bondholders;

     (ii) determining how many Bonds are outstanding for the purposes of
          Conditions 10, 12 and 13 and Schedule 3;

     (iii) 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


                                                                               3
<PAGE>

     (iv) the certification or determination (where relevant) by the Trustee as
          to 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 respective Subsidiaries and not yet cancelled shall
     (unless no longer so held) be deemed not to remain outstanding;

     "PAYING AGENT" means The Bank of New York, London branch at its specified
     office at 48th Floor, One Canada Square, London E14 5AL, United Kingdom;

     "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;

     "PRINCIPAL AGENT" means The Bank of New York, London branch 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 or pursuant to the articles of
     association 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 CASH DIVIDEND" has the meaning set out in Condition 6(d);

     "RELEVANT INDEBTEDNESS" has the meaning set out in Condition 3;

     "RELEVANT STOCK EXCHANGE" means at any time, in respect of the Shares, the
     Hong Kong Stock Exchange or the Alternative Stock Exchange;

     "SCRIP DIVIDEND" has the meaning set out in Condition 6(d);

     "SGX-ST" means the Singapore Exchange Securities Trading Limited;

     "SHARES" means the ordinary shares of par value US$0.01 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 9.1.18;

     "SUBSIDIARY" has the meaning set out in Condition 5(b)(iii);

     "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 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 9.1.18;


                                                                               4

<PAGE>

     "TRADING DAY" has the meaning set out in Condition 6(d);

     "TRANSFER AGENT" The Bank of New York, London branch at its specified
     office at 48th Floor, One Canada Square, London, E14 5AL, United Kingdom,
     any successor Transfer Agent appointed under the Agency Agreement at its
     specified office;

     "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, liabilities, remuneration or expenses include any
          withholding, value added, turnover or similar tax charged in respect
          thereof;

     1.2.2 "HONG KONG DOLLARS" is to the lawful currency for the time being of
          Hong Kong;

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

     1.2.4 a Schedule or a Clause or a sub-clause, paragraph or sub-paragraph
          is, unless otherwise stated, to a schedule hereto or a clause or
          sub-clause, paragraph or sub-paragraph hereof respectively;

     1.2.5 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

     1.2.6 references in this Trust Deed and the Conditions to the consent or
          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 meanings when used in the main body of this Trust Deed.


                                                                               5

<PAGE>

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$182,678,000 and the aggregate principal amount of the Optional Bonds is
     limited to US$30,000,000.

2.2  COVENANT TO PAY

     Each of the Issuer and the Company will, not later than one Business Day
     prior to any date when the Bonds or any of them become due to be redeemed
     unconditionally, pay or procure to be paid to or to the order of the
     Trustee in London in immediately available funds the principal amount
     and/or Early Redemption Amount of the Bonds becoming due for redemption on
     that date (to be received by 10.00 a.m. London time) together with any
     applicable premium (if any) and will (subject to the Conditions), until
     such payment (both before and after judgment or any other order of a court
     of competent jurisdiction), unconditionally so pay or procure to be paid to
     or to the order of the Trustee interest in US Dollars on the principal
     amount and/or Early Redemption Amount of the Bonds outstanding as set out
     in the Conditions provided that:

     2.2.1 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 the Principal Agent's subsequent payment to the relevant
          Bondholders under the Conditions; and

     2.2.2 a payment made after the due date or pursuant to Condition 10 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 9.1.16) except 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.

2.4  PAYMENT AFTER A DEFAULT

     At any time after an Event of Default or a Potential Event of Default has
     occurred and is continuing the Trustee may (but shall not be required to)
     and shall if directed by an extraordinary resolution of the holders of the
     Bonds or, if so requested in writing by the holders of not less than 20
     percent in principal amount of the Bonds then outstanding subject in each
     case to the Trustee being indemnified and/or secured to its satisfaction by
     the holder of the Bonds:

     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:

          (A)  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


                                                                               6

<PAGE>

               being held by the Trustee in respect of the Bonds on the terms of
               this Trust Deed and after application of such sums in accordance
               with Clause 8 in satisfaction of payment of sums, other than
               those referred to in Clause 5.6 of the Agency Agreement) 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

          (B)  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 directs in such notice or subsequently, provided that
               this Clause 2.4.1(B) and Clause 5.6.2 of the Agency Agreement
               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 it 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 9 and
          Clause 4.2.

     2.5.2 COMPANY AS PRINCIPAL DEBTOR

          As between the Company, 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 as if it were the sole principal debtor (including (i) any
          time, indulgence, waiver or consent at any time given to, or
          composition with, the Issuer or an other person, (ii) the release of
          the Issuer or any other person under the terms of any composition or
          arrangement with any creditor of the Issuer or any other person, (iii)
          any amendment, novation, supplement, extension, restatement (however
          fundamental and whether or not onerous) or replacement of this Trust
          Deed or to the Conditions or to any security or other guarantee or
          indemnity, (iv) the making or absence of any demand on the Issuer or
          any other person for payment, (v) the enforcement or absence of
          enforcement of this Trust Deed or the Bonds or of any security or
          other guarantee or indemnity, (vi) the taking, variation, compromise,
          exchange, renewal or release of, or refusal or neglect to perfect,
          execute, take up or enforce, any rights against, or security over
          assets of, the Issuer or other person or any non-presentation or
          non-observance of any formality or other requirement in respect of any
          instrument or any failure to realise the full value of any security,
          (vii) any incapacity or lack of power, authority or legal personality
          of or dissolution or change in the members or status of the Issuer or
          any other person, (viii) this Trust Deed or the Bonds not being
          executed by or


                                                                               7

<PAGE>

          binding against the Company or any other party, (ix) the insolvency,
          dissolution, amalgamation, reconstruction or reorganisation of the
          Issuer or any other person or (x) 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 no sum
          remains payable under this Trust Deed or the Bonds regardless of any
          intermediate payment, redemption or discharge. 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:

          (A)  any right of the Company, by reason of the performance of any of
               its obligations under this Clause:

               (1)  to be indemnified by the Issuer;

               (2)  to claim any contribution from any other guarantor of or
                    provider of security for the Issuer's obligations under the
                    Trust Deed, the Bonds or any other obligations;

               (3)  to take the benefit (in whole or in part and whether by way
                    of subrogation or otherwise) of any rights of the
                    Bondholders or of any other guarantee or security taken
                    pursuant to, or in connection with, the Trust Deed or the
                    Conditions; and/or

               (4)  to claim any set-off or counterclaim against the Issuer or
                    any other person liable or claim or prove in competition
                    with the Bondholders in the bankruptcy or liquidation of the
                    Issuer or any other person liable or have the benefit of, or
                    share in, any payment from or composition with, the Issuer
                    or any other person liable or any other security now or
                    hereafter held by the Trustee on behalf of the Bondholders
                    in respect of the obligations of the Issuer or for the
                    obligations or liabilities of any other person liable but so
                    that, if so directed by the Trustee, it will prove for the
                    whole or any part of its claim in the liquidation or
                    bankruptcy of the Issuer on terms that the benefit of such
                    proof and of all of the money received by it in respect
                    thereof shall be held on trust for the Bondholders and
                    applied in or towards discharge of the obligations of the
                    Issuer and the Company in such manner as the Trustee shall
                    deem appropriate,

               will be exercised and enforced by the Company only in such manner
               and on such terms as the Trustee may require or approve; and


                                                                               8

<PAGE>

          (B)  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 9.1 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 Company to the Trustee in accordance with
          this Clause 2) in respect of any sum payable by the Company under this
          Trust Deed or the Bonds may be placed in an interest-bearing 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 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 THE 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 (i) 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 (ii) 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 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


                                                                               9

<PAGE>

          an unsubordinated basis and will rank equally with claims of the
          unsubordinated creditors of the Company.

     2.5.10 TRUSTEE'S AUTHORITY

          If the Company fails to claim or prove in the liquidation or
          bankruptcy of the Issuer promptly upon being directed to do so by the
          Trustee as contemplated by Clause 2.5.4(A):

          (A)  the Trustee may, and is irrevocably authorised on behalf the
               Company to, file any claims or proofs in such liquidation or
               bankruptcy on its behalf; and

          (B)  the trustee in bankruptcy, liquidator, assignee or other person
               distributing the assets of the Issuer or their proceeds is
               directed to pay distributions on the obligations or liabilities
               of the company direct to the Trustee on behalf of the Bondholders
               until all amounts which may be or become payable by the Issuer
               under or in connection with the Trust Deed and the Bonds have
               been irrevocably paid in full.

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

3.1  THE GLOBAL CERTIFICATES

     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 Bonds; provided that if the Optional Bonds are to be issued on a date
     after this Trust Deed, an additional Global Certificate in the form of
     Schedule 2 shall be issued in respect of the aggregate principal amount of
     the Optional Bonds. The Global Certificate will be registered in the name
     of a nominee of the Common Depository on the condition that such nominee
     shall hold the same for the account of the persons who would otherwise be
     entitled to receive the Certificates in respect of the Bonds and successors
     to such persons as appearing in the records of Euroclear and Clearstream
     for the time being. Upon receipt of a Global Certificate, Euroclear and
     Clearstream will credit each holder of the Bonds with a principal amount of
     Bonds equal to the principal amount thereof for which such holder of the
     Bonds has subscribed and paid. The Global Certificates need not be security
     printed. The Bonds evidenced by the Global Certificates shall be subject to
     its 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, shall be in denomination of
     US$1,000 each, will be security printed in accordance with all applicable
     legal and 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 Certificates (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 Definitive
     Certificate or the Global Certificates he no longer holds such office and
     the


                                                                              10

<PAGE>

     Bonds in respect of which the Global Certificate or a Definitive
     Certificate is so executed and authenticated will be binding and valid
     obligations of the Issuer.

3.4  NOTATION

     Upon full or partial redemption of any of the Bonds for any reason, a
     notation will be made by the Registrar in the register reflecting such
     event (or, in the case of any Definitive Certificates that are outstanding,
     such Certificates shall be surrendered to the Registrar and in the case of
     partial redemption, new Definitive Certificates shall thereupon be issued
     in appropriate amounts).

3.5  ISSUE

     Issue and delivery of the Bonds shall be completed on the issue and
     delivery of the Global Certificate (and an additional Global Certificate
     for the Optional Bonds if the Optional Bonds are issued after the date of
     this Trust Deed) to the Common Depository (or to a custodian/nominee of
     Euroclear or Clearstream) (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.

3.6  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. All payment made
     to any such holder of a Bond in definitive form or the holder of the Global
     Certificates shall be valid, and to the extent the sums so paid, effective
     to satisfy and discharge the liability for an equivalent amount which is
     payable in respect of such Bond. All payments made to any such holders of a
     Bond in definitive form or the holder of a Global Certificate shall be
     valid and to the extent of the sums so paid effective to satisfy and
     discharge the liability of the Issuer (or the Company, as the case may be)
     and/or the Trustee for the equivalent amount which is payable in respect of
     the same.

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 6(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 12 to do
     so) the Bondholders to enforce the obligations of the Issuer under this
     Trust Deed or the Bonds. For the avoidance of doubt, the Trustee shall not
     be responsible for determining whether any such taxes and duties are
     payable or for determining the amount of such taxes and duties and it shall
     not be liable for any failure of the Issuer to pay such taxes and duties.

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 British Virgin Islands,
     Bermuda or Hong Kong or any such authority of


                                                                              11

<PAGE>

     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 give to
     the Trustee an undertaking satisfactory to the Trustee in terms
     corresponding to the terms of Condition 9 with the substitution for, or (as
     the case may require) the addition to, the references in that Condition to
     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 (as the case may be) has become so subject. In such event,
     this Trust Deed and the Bonds will be read accordingly.

5.   COVENANTS RELATING TO THE CONVERSION RIGHTS

5.1  So long as any Conversion Right is, or is capable of being or becoming
     exercisable, save with the approval of an Extraordinary Resolution of the
     Bondholders, the Company will:

     5.1.1 AVAILABILITY OF SHARES

          Keep available, free from pre-emptive or other similar 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 and shall rank
          pari passu with the Shares then outstanding;

     5.1.2 LIMITED ISSUES OF SHARES

          Subject to the Conditions, not issue or pay up any securities, by way
          of capitalisation of profits or reserves unless, in any such case, it
          gives rise (or would, if the adjustment would be one per cent. or more
          of the Conversion Price then in effect, otherwise give rise) to an
          adjustment of the Conversion Price, provided that the Company may
          issue or pay up any security by way of capitalisation of profits or
          reserves:

          (A)  by the issue of fully paid Shares to the Shareholders and other
               persons entitled to them;

          (B)  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

          (C)  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.

     5.1.3 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 5.1.3 shall
          prevent:

          (A)  the offer or grant of offer for the subscription of or 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;


                                                                              12

<PAGE>

          (B)  a consolidation or subdivision of the Shares or the conversion of
               any Shares into stock or vice versa;

          (C)  a modification to the rights attaching to the Shares which is
               not, in the opinion of two 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,

          (D)  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
               articles of association 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 articles of association of the Company made in connection
               with the matters described in this Clause 5.1.3 or which are
               supplemental or incidental to any of the foregoing (including
               amendments made to enable or 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

          (E)  any issue of equity share capital which results (or would, if the
               adjustment would be one per cent. or more of the Conversion Price
               then in effect, otherwise result) in an adjustment of the
               Conversion Price;

     5.1.4 LIMITED GRANT OF RIGHTS

          Procure that no securities (whether issued or procure to be issued by
          the Company or any of its Subsidiaries) 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 90
          per cent. of the Current Market Price per Share at close of business
          on the Trading Day last preceding the date of the announcement of the
          terms 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 par
          values;

     5.1.5 RESTRICTED ACTION

          Not make any issue, grant or distribution or take any other action the
          effect of which (but for the provisions of Clause 7.7) would be to
          reduce the Conversion Price below the par value of the Shares;

     5.1.6 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 16 (such notice to be
          signed by an authorised officer of the Company) 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;

     5.1.7 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


                                                                              13

<PAGE>

          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 and if such offer or scheme comes to the knowledge
          of the Company, 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
          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 reasonable 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;

     5.1.8 NO REDUCTION OF ISSUED SHARE CAPITAL

          Not make any reduction of its (i) ordinary share capital or (ii) any
          uncalled liability in respect thereof or (iii) (if the interests of
          the Bondholders will be materially prejudiced by such reduction) of
          any share premium account or capital redemption reserve fund (except,
          in each case, as permitted by law or by means of a purchase or
          reduction of the share capital of the Company permitted by Clause 7.1
          or where the reduction has resulted in an adjustment to the Conversion
          Price under Clause 7.1);

     5.1.9 CLOSING OF REGISTER

          Unless so required by applicable laws or regulations or (if the
          Bondholders' interests would not be materially prejudiced) the
          Bye-laws of the Company or in order to establish a dividend or other
          rights attaching to the Shares or entitlements of the Shareholders,
          not close its register of Shareholders or take any other action which
          prevents the transfer of its Shares generally (unless the Bonds may be
          converted legally and the Shares issued on conversion may (subject to
          any limitation imposed by law) 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;

     5.1.10 LISTING OF SHARES

          Use its reasonable endeavours to:

          (A)  maintain a listing for all the issued Shares on the Hong Kong
               Stock Exchange;

          (B)  obtain and maintain a listing for all the Shares issued on
               exercise of the Conversion Rights attached to the Bonds on the
               Hong Kong Stock Exchange; and

          (C)  if the Company is unable to obtain or maintain such listing, to
               obtain and maintain a listing for all the issued Shares on an
               Alternative Stock Exchange as from time to time selected by the
               Company and approved in writing by the Trustee determine and will
               immediately give notice to Bondholders in accordance with
               Condition 16 of any such listing or delisting of Shares (as a
               class) by any such stock exchange;


                                                                              14

<PAGE>

     5.1.11 EXPENSES

          Pay the expenses of the issue of, and all expenses of obtaining and
          maintaining a listing for, Shares arising on conversion of the Bonds;

     5.1.12 OWNERSHIP OF THE ISSUER

          Ensure that the Issuer shall remain a direct or indirect wholly-owned
          subsidiary of the Company; and

     5.1.13 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 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 any of the Company's Subsidiaries) or
          make any issue of bonds, debentures, notes or other debt securities of
          any kind other than the Bonds.

5.2  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 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

     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 Clause
          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


                                                                              15

<PAGE>

     case of paragraph (i) below) record date or (in the case of paragraph (ii)
     below) record date or date of submission, whichever is earlier, or (in the
     case of paragraph (iii) below) date of submission, or (in the case of
     paragraph (iv) below) date of issue or (in the case of paragraph (v) below)
     record date or effective date, whichever is earlier, give notice to the
     Bondholders stating, as the case may require:

     (i)  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

     (ii) 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

     (iii) (in the event of the declaration of a Distribution referred to in
          Clause 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 Distribution may be paid
          or made) the date of such submission; or

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

     (v)  (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 Issuer
          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 (ii) or (iii) 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 referred
     to in paragraph (i) above or the effective date or exchange date referred
     to in paragraph (ii) above or the date of issue or effective date referred
     to in paragraph (iv) or (v) above is not known at the time of such first
     notice to the Trustee in writing and the Principal Agent, the Company shall
     give a second notice (which shall be in writing) to the Trustee and the
     Principal Agent in writing, 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 (i), (ii) or (v) 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 Clause 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


                                                                              16

<PAGE>

     Company shall promptly upon the fixing of 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 5.1.5, 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 7.7), under
     applicable law then in effect, be legally issued on conversion of Bonds as
     fully-paid and non-assessable, 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 OR RESET

     If, while any Conversion Right is or is capable of being or becoming
     exercisable, there shall be any adjustment to the Conversion Price (which
     for the purpose of this sub-Clause shall include any reset of the
     Conversion Price pursuant to Condition 6(f)), the Company shall:

     6.3.1 as soon as practicable (such notice shall be signed by a director of
          the Company on its behalf) notify the Trustee and the Agents in
          writing of particulars of the event giving rise to the adjustment, the
          Conversion Price prior to such adjustment, the adjusted Conversion
          Price, the date on which the adjustment takes effect, whether an
          amount falls to be carried forward pursuant to Clause 7.6 and if so
          the amount so carried forward and such other information as the
          Trustee may require, and

     6.3.2 promptly after the adjustment takes effect, give notice to the
          Bondholders stating that the Conversion Price has been adjusted and
          setting out the event giving rise to the adjustment, 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 Clause 6.3
     shall, as to such information, satisfy the requirements of Clause 6.3.

6.4  NOTIFICATION OF CLOSED PERIODS

     The Company shall give not less than 15 days' nor more than 60 days'
     written notice to the Trustee and the Agents of:

     6.4.1 any days during the Conversion Period on which the Company's register
          of shareholders is to be closed by reason of Hong Kong or Bermuda 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

     6.4.2 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.

6.5  NOTIFICATION OF END OF CONVERSION PERIOD

     The Company shall give not less than 28 days' nor more than 42 days' notice
     to the Bondholders in writing prior to the end of the Conversion Period,
     which notice shall


                                                                              17

<PAGE>

     specify the Conversion Rights of the Bondholders and the Conversion Price
     then in effect (as adjusted pursuant to Clause 7 of this Trust Deed, if
     applicable).

7.   ADJUSTMENTS TO 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 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

          (A)  If and whenever the Company shall issue any Shares credited as
               fully paid to the 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 (except any Scrip Dividend)
               and which would not have constituted a 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.

          (B)  In the case of an issue of Shares by way of a Scrip Dividend
               where the Current Market Price of such Shares exceeds the amount
               of the Relevant Cash Dividend or the relevant part thereof and
               which would not have constituted a 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;


                                                                              18

<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 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 DISTRIBUTIONS

          (A)  Subject to Clause 7.1.3(B) below, if and whenever the Company
               shall pay or make any Distribution to the Shareholders (except to
               the extent that the Conversion Price falls to be adjusted under
               Clause 7.1.2 above), the Conversion Price shall be adjusted by
               multiplying the Conversion Price in force immediately before such
               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 Distribution is publicly
                    announced; and

               B    is the Fair Market Value on the date of such announcement of
                    the portion of the Distribution attributable to one Share.

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

          (B)  If and whenever the Company shall pay or make any Distribution in
               cash only to the Shareholders, the Conversion Price shall be
               adjusted by multiplying the Conversion Price in force immediately
               before such Distribution by the following fraction:

                                       A-B
                                      -----
                                        A

               where:

               A    is the Current Market Price of one Share on the record date
                    for the determination of Shareholders entitled to receive
                    such Distribution in cash; and

               B    is the amount of cash so distributed attributable to one
                    Share.


                                                                              19

<PAGE>

               Such adjustment shall become effective on the record date for the
               determination of Shareholders entitled to receive such
               Distribution in cash.

     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,
          options, warrants or other rights to subscribe for or purchase 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 date of issue of such
          Shares or issue or grant of such options, warrants or other rights (as
          the case may be).

     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 or purchase
          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 any securities (other than Shares or options, warrants or
          other rights to subscribe 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 of the
               portion of the rights attributable to one Share.


                                                                              20
<PAGE>

          Such adjustment shall become effective on the date of issue of the
          securities or grant of such rights, options or warrants (as the case
          may be).

     7.1.6 ISSUES AT LESS THAN CURRENT MARKET PRICE

          If and whenever the Company shall issue 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,
          Shares) or issue or grant options, warrants or other rights to
          subscribe or purchase Shares, in each case at a price per Share which
          is less than 90 per cent. of the Current Market Price on the last
          Trading Day preceding the date of announcement of the terms of such
          issue, the Conversion Price shall be adjusted by multiplying the
          Conversion Price in force immediately before such issue by the
          following fraction:

                                       A+B
                                       ---
                                        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 to subscribe for or purchase any Shares;

          B    is the number of Shares which the aggregate consideration
               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 such options, warrants or
               rights) would purchase at such Current Market Price per Share;
               and

          C    is the number of Shares in issue immediately after the issue of
               such additional Shares or upon the 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
          assuming that such options, warrants or other rights are exercised in
          full at the initial exercise price 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 issue 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 Clause
          7.1.7, if and whenever the Issuer or any of its Subsidiaries
          (otherwise than as mentioned in Clause 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 Clause 7.1.4, 7.1.5
          or 7.1.6) shall issue any securities (other than the Bonds) which by
          their terms of issue carry rights of conversion into, or exchange or
          subscription for, Shares to be issued by the Company on conversion,
          exchange or subscription at a consideration per Share receivable upon
          conversion, exchange or subscription which is less than 90 per cent.
          of the Current Market Price on the last Trading Day preceding the date
          of announcement of the terms of issue of such securities, the
          Conversion Price


                                                                              21

<PAGE>

     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 (but
          where the relevant securities carry rights of exchange for
          subscription for Shares which have already been issued by the Company
          (and are held in treasury) 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 receivable
          by the Company for the Shares to be issued on conversion or exchange
          or on exercise of the right of subscription attached to such
          securities would purchase at such Current Market Price per Share; and

     C    is the maximum number of Shares to be issued on conversion or
          otherwise made available upon conversion or exchange of such
          securities or on the exercise of such rights of subscription attached
          thereto at the initial conversion, exchange or subscription price or
          rate.

     Such adjustment shall become effective on the date of issue 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 or subscription, attaching to any such securities
          as are mentioned in Clause 7.1.7 above (other than in accordance with
          the terms of 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
               exchange for subscription for Shares which have already been
               issued by the Company (and are held in treasury) 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
               receivable by the Company for the Shares to be issued on
               conversion or exchange or on exercise of the right of
               subscription attached to the securities so modified would
               purchase at such Current Market Price per Share or, if lower, the
               existing conversion, exchange or subscription price; and


                                                                              22

<PAGE>

          C    is the maximum number of Shares to be issued on conversion or
               otherwise made available upon conversion or exchange of such
               securities or exchange of such securities on the exercise of such
               rights of subscription attached thereto at the modified
               conversion, exchange or subscription price or rate but giving
               credit in such manner as two 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 or subscription attaching to such
          securities.

     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
          an offer pursuant to which the Shareholders generally are entitled to
          participate in arrangements whereby such securities may be acquired by
          them (except where the Conversion Price falls to be adjusted under
          Clause 7.1.4, 7.1.5 or 7.1.6), 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 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 two independent investment banks of international
          repute (acting as experts), 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
          banks 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 two independent investment
          banks of international repute (acting as


                                                                              23

<PAGE>

          experts), selected by the Company and approved in writing by the
          Trustee 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 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,
          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 independent investment banks of
          international repute, 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 (i) at the Exchange Rate for
          conversion of Hong Kong Dollars into US Dollars and (ii) for any other
          currency, at such rate of exchange as may be determined in good faith
          by two independent investment banks of international repute (acting as
          an expert) 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 two independent investment banks 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 banks to be in their opinion appropriate for
     that purpose to give such intended result.


                                                                              24

<PAGE>

7.4  EMPLOYEE SHARE SCHEMES

     No adjustment will be made to the Conversion Price when Shares or other
     securities (including rights, warrants or options) are issued, offered or
     granted pursuant to any Employee Share Scheme.

7.5  INVESTMENT BANKS' CERTIFICATE CONCLUSIVE

     If any doubt shall arise as to the appropriate adjustment to the Conversion
     Price a certificate or report of two independent investment banks of
     international repute (acting as experts), selected by the Company and
     approved in writing by the Trustee 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 16 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 the
     Bonds, Shares would fall to be issued at a discount to their nominal value
     or would require Shares to be issued in any other circumstances not
     permitted by applicable law.

7.8  SELECTION OF INVESTMENT BANKS

     If the Company fails to select two independent investment banks of
     international repute when required for the purposes of this Clause 7, the
     Trustee may select such banks (as the case may require) at the expense of
     the Company 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 Clauses
     7.1.2 to 7.1.5 and 7.1.9, or any such issue as is mentioned in Clauses
     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 or obligation to monitor whether
     any event or circumstance has happened or exists which may require an
     adjustment to be made


                                                                              25

<PAGE>

     to the Conversion Price and will not be responsible to Bondholders for any
     loss arising from any failure by it to do so.

7.11 CASH SETTLEMENT OPTION

     The Company is entitled to specify, in accordance with Condition 6(b)(iv),
     that it will on exercise of a Conversion Right, pay to the relevant
     Bondholder or the Trustee (as the case may be) the Cash Settlement Amount
     in order to satisfy such Conversion Right in full or in part (in which case
     the other part shall be satisfied by the delivery of Shares) in accordance
     with the Conditions.

8.   APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE

8.1  DECLARATION OF TRUST

     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 Clauses 2.5.5 and 8.2):

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

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

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

     8.1.4 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, interest and
     premium (if any) in respect of Bonds in respect of which claims have become
     prescribed under Condition 11, the Trustee will hold them on trust and
     apply them as set out in this Clause 8.1.

8.2  ACCUMULATION

     If the amount of the moneys at any time available for payment in respect of
     the Bonds under Clause 8.1 is less than 10 per cent. of the principal
     amount of the Bonds then outstanding, the Trustee may, at its sole
     discretion, invest such moneys. The Trustee may retain such investments and
     accumulate the resulting income until the investments and the
     accumulations, together with any other funds for the time being under its
     control and available for such payment, amount to at least 10 per cent. of
     the principal amount of the Bonds then outstanding and then such
     investments, accumulations and funds (after deduction of, or provision for,
     any applicable taxes) will be applied as specified in Clause 8.1.

8.3  INVESTMENT

     Moneys held by the Trustee may be invested in its name or under its control
     in any investments or other assets anywhere whether or not they produce
     income or deposited in its name or under its control at such bank or other
     financial institution in such currency as the Trustee may, in its absolute
     discretion, think fit. If they are deposited at a bank or institution that
     is the Trustee or a subsidiary, holding or associated company of the
     Trustee, it needs only account for an amount of interest calculated at the
     rate per annum equal to the standard amount of interest payable by it on a
     deposit of like amount to an independent customer. The Trustee may at any
     time vary or transpose any such investments or assets or convert any moneys
     so deposited


                                                                              26

<PAGE>

     into any other currency, and will not be responsible for any resulting
     loss, whether by depreciation in value, change in exchange rates or
     otherwise.

9.   GENERAL COVENANTS

9.1  So long as any Bond is outstanding, each of the Company and the Issuer
     will:

     9.1.1 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 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 its and its
          Subsidiaries' books of account at all reasonable times during normal
          business hours;

     9.1.2 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;

     9.1.3 INFORMATION

          so far as permitted by applicable law, give or procure to be given to
          the Trustee such information as it requires to perform its functions
          under this Trust Deed;

     9.1.4 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 two directors on behalf of the Issuer and the
          Company (as the case may be) to the effect that, having made all
          reasonable enquiries, to the best of the knowledge, information and
          belief of the Issuer and the Company (as the case may be) as at a date
          (the "CERTIFICATION DATE") being not more than 5 days before the date
          of the certificate:

          (A)  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

          (B)  each of the Issuer and the Company (as the case may be) 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;

     9.1.5 NOTICES TO BONDHOLDERS

          send to the Trustee at least 5 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 Hong Kong Stock Exchange or an Alternative Stock
          Exchange;

     9.1.6 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;


                                                                              27

<PAGE>

     9.1.7 EUROPEAN UNION DIRECTIVE

          if the conclusions of the ECOFIN Council meeting of 26-27 November
          2000 on the taxation of savings income are implemented, ensure that it
          maintains or appoints, as the case may be, a Paying Agent, a
          Conversion Agent and a Transfer Agent with a specified office in an EU
          member state that will not be required to withhold or deduct tax
          pursuant to European Council 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;

     9.1.8 COMPLIANCE WITH TRUST DEED, AGENCY AGREEMENT, CONDITIONS AND BONDS

          comply with and perform and observe all the provisions of this Trust
          Deed, the Agency Agreement, the Bonds and the Conditions relating to
          any Bonds which are expressed to be binding on it. The Conditions
          shall be binding on the Issuer, the Company and the Bondholders. The
          Bonds are subject to the provisions contained in this Trust Deed, all
          of which shall be binding upon the Issuer, the Company and the
          Bondholders and all persons claiming through or under them
          respectively;

     9.1.9 COMPLIANCE WITH LAWS ETC.

          comply in all material respects with all applicable laws, regulations
          and rules binding on it and its operations or its properties and
          assets in connection with the execution the delivery and the
          performance of the Bonds and this Trust Deed;

     9.1.10 SECURITY

          give notice to the Trustee as soon as practicable after it has decided
          to create or permit or subsist any Encumbrance upon the whole or any
          part of its present or future assets or revenues to secure any
          Relevant Indebtedness (or any guarantee or indemnity in respect of
          such Relevant Indebtedness) of the Issuer or any other subsidiary or
          associate of the Issuer or the Company;

     9.1.11 FINANCIAL STATEMENTS ETC.

          (in the case of the Company only) send to the Trustee, as soon 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:

          (A)  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

          (B)  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 in Hong
               Kong;


                                                                              28

<PAGE>

          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;

     9.1.12 INFORMATION MATERIAL TO BONDHOLDERS

          (in the case of the Company only), send to the Trustee three copies or
          translations, in each case in English, of all notices, statements,
          reports, circulars 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 the 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;

     9.1.13 OTHER INFORMATION

          (in the case of the Company only) send to the Trustee together with
          the Accounts referred to in Clause 9.1.11(B) a list in English 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 English, of any document described in such list within 30
          days after being requested so to do;

     9.1.14 MATERIAL SUBSIDIARIES

          (in the case of the Company only) give to the Trustee (i) at the same
          time as sending the certificate referred to in Clause 9.1.4 or (ii)
          within 21 days of a request by the Trustee, 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 Material Subsidiaries. The certificate shall be
          accompanied by a report of the Auditors addressed to the directors of
          the Company and the Trustee as to proper extraction of the figures
          used by the Company in determining the Material Subsidiaries of the
          Company and mathematical accuracy of the calculations;

     9.1.15 NOTIFICATION OF SATISFACTION OF CONVERSION RIGHTS

          (in the case of the Company only) notify the Trustee promptly when the
          Shares have been issued upon exercise of the Conversion Right by a
          holder of the Bonds and of the identifying numbers of the Bonds in
          respect of which such issue of new Shares relates;

     9.1.16 NOTICE OF LATE PAYMENT

          (in the case of the Issuer only) 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;

     9.1.17 LISTING

          (in the case of the Issuer only) use its reasonable endeavours to
          maintain the listing of the Bonds on the SGX-ST. 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 or
          burdensome and the Trustee is satisfied that the interests of the
          Bondholders would not be thereby materially prejudiced, instead use
          reasonable endeavours to obtain and maintain a listing of the Bonds on
          another stock exchange approved in


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<PAGE>

          writing by the Trustee (such approval not to be unreasonably withheld
          or delayed);

     9.1.18 CHANGE IN AGENTS

          (in the case of the Issuer only) 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;

     9.1.19 EARLY REDEMPTION

          (in the case of the Issuer only) give prior notice to the Trustee of
          any proposed early redemption pursuant to Condition 8(b) or 8(c);

     9.1.20 CHANGE OF CONTROL OR DELISTING

          (in the case of the Issuer only) give notice (which shall be in
          writing) to the Trustee and the Bondholders in accordance with
          Condition 16 by not later than the fourteenth day following the first
          day on which it becomes aware of the occurrence of a Relevant Event
          (as defined in Condition 8(d));

     9.1.21 BONDS HELD BY ISSUER ETC.

          (in the case of the Issuer only) send to the Trustee as soon as
          practicable after being so requested by the Trustee a certificate of
          the Issuer 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, the Company and/or their respective Subsidiaries; and

     9.1.22 OPTIONAL BONDS

          if any Optional Bonds are to be issued after the date of this Trust
          Deed, inform the Trustee of the principal amount of the Optional Bonds
          to be issued and the closing date with respect to such Optional Bonds.

10.  REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE

10.1 NORMAL REMUNERATION

     So long as any Bond remains outstanding the Issuer (failing which 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 in
     writing, which sums, for the avoidance of doubt, shall be paid free and
     clear of deductions, withholdings, set-off or counter claim on account of
     taxation. Such remuneration will accrue from day to day from the date of
     this Trust Deed and shall be paid in priority to payments to holders of the
     Bonds. 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, such remuneration will again accrue as from the date
     of such withholding or refusal until payment or delivery to such Bondholder
     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 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 to be of an exceptional nature or otherwise
     outside the scope of the Trustee's normal duties under this Trust Deed, the
     Issuer (failing which the Company) 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 Clause 10.1), as determined
     by two independent investment banks of international repute selected by


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<PAGE>

     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 banks'
     fee will be paid by the Issuer which sums, for the avoidance of doubt,
     shall be paid free and clear of deductions and withholdings on account of
     taxation. 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 which 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 or payable by the Trustee in connection with any
     legal proceedings properly brought or contemplated by the Trustee against
     the Issuer and/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 which the Company) will, subject to Clause 11.38, 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 (failing whom the Company) 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 incurred by it in the exercise, performance and
     discharge of its powers, duties obligations and discretions pursuant to or
     in connection with this Trust Deed, the Agency Agreement and the Bonds 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 solely to this Clause 10.4. All payments by the
     Issuer and the Company under this Clause 10.4 will be made without
     withholding or deduction for any taxes, duties, or other charges of
     whatever nature imposed, levied, collected, withheld or assessed by or
     within British Virgin Islands, Bermuda and Hong Kong or any political
     subdivision or authority thereof or therein having power to tax. If any
     withholding or deduction is required by law in respect of payments made by
     the Issuer and the Company to the Trustee under this Clause 10.4, the
     Issuer or the Company (as the case may be) shall pay additional amounts as
     may be necessary in order that the net amounts received by the Trustee
     after such deduction or withholding shall equal the amounts which would
     have been received by the Trustee had no such deduction or withholding been
     required.


                                                                              31

<PAGE>

10.5 CONTINUING EFFECT

     Clauses 10.3, 10.4 and this Clause 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 Agents 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 or
     refrain from 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 or refrain from acting in good faith on any
     opinion, advice or information purporting to be conveyed by such means,
     notwithstanding any limitation on liability (monetary or otherwise) in
     relation to such person's opinion or advice and even if it contains some
     error or is not authentic and notwithstanding any monetary or other limit
     on liability in relation thereto.

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 of their respective
     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 ILLEGALITY/EXPENDITURE OF TRUSTEE FUNDS

     No provision of these presents shall require the Trustee to do anything
     which may: (i) be illegal or contrary to applicable law or regulation; (ii)
     cause it to expend or risk its own funds or otherwise incur any financial
     liability in the performance of any of its duties or in the exercise of any
     of its own rights or powers, if it shall have reasonable grounds for
     believing that repayment of such funds or satisfactory indemnity against
     such risk or the liability is not assured to it.

11.5 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 signed by any two directors of the Issuer and/or
     the Company (as applicable) as to that fact or to the effect that, in their
     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.


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<PAGE>

11.6 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 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 and the Trustee shall not be responsible for and required
     to insure against any loss incurred in connection with such deposit.

11.7 DISCRETION

     The Trustee will have absolute and uncontrolled discretion as to the
     exercise or non-exercise of its functions pursuant to the terms of the
     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.

11.8 AGENTS

     Whenever it 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).

11.9 DELEGATION

     Whenever it considers it expedient in the interests of the Bondholders, the
     Trustee may delegate to any person subject to using reasonable care in such
     delegation (and with prior written notice thereof having been given to the
     Issuer) on any terms (including power to sub-delegate) all or any of its
     functions.

11.10 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.

11.11 FORGED BONDS

     The Trustee will not be liable to the Issuer, 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.

11.12 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
     and the Company or any other person in connection with the trusts of this
     Trust Deed and no holder of the Bonds shall be entitled to take any action
     to obtain from the Trustee any such information.

11.13 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.


                                                                              33

<PAGE>

11.14 CURRENCY CONVERSION

     Where it is necessary or desirable to translate or convert any sum from one
     currency to another, it will (unless otherwise provided hereby or required
     by law) be converted or translated at such rate or rates, in accordance
     with such method and as at such date as may 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.

11.15 EVENTS OF DEFAULT

     The Trustee may determine in its discretion 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, provided that if the Trustee is unable in its sole
     discretion to determine whether an Event of Default or Default is capable
     or incapable of remedy and/or whether an event is materially prejudicial to
     the interests of the Bondholders, it may call for and rely on a resolution
     of the Bondholders to make such determination and the Trustee shall not be
     bound to make any such determination unless it has been indemnified to its
     satisfaction.

11.16 PAYMENT FOR AND DELIVERY OF BONDS

     The Trustee will not be responsible for the receipt or application by the
     Issuer and the Company of the proceeds of the issue of the Bonds, any
     exchange of Bonds or the delivery of Bonds to the persons entitled to them.

11.17 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.

11.18 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.

11.19 RESPONSIBILITY

     The Trustee shall not be responsible for recitals, statements, warranties
     or representations of any party contained in this Trust Deed or other
     document entered into in connection therewith and shall assume the accuracy
     and correctness thereof or for the execution, legality, effectiveness,
     adequacy, genuineness, validity or enforceability or admissibility in
     evidence of this Trust Deed or other document or any security constituted
     thereby or pursuant thereto. The Trustee shall not, by the execution of
     this Trust Deed be deemed to make any representation as to the validity,
     sufficiency or enforceability of the Bonds. Notwithstanding the generality
     of the foregoing, each party shall be solely responsible for making its own
     independent appraisal of and investigation into the financial condition,
     creditworthiness, condition, affairs, status and nature of the Issuer and
     the Company, and the Trustee shall not at any time have any responsibility
     for the same and each party shall not rely on the Trustee in respect
     thereof.


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<PAGE>

11.20 ENFORCEMENT

     The Trustee shall not be under any obligation to take proceedings against
     the Issuer and 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.

11.21 SATISFACTION OF TRUSTEE IN CONDITION 8(C)

     For the purposes of Condition 8(c) the Trustee shall be satisfied by the
     Issuer or the Company (as the case may be) that the Issuer or the Company
     (as the case may be) will be obliged to pay additional amounts as provided
     in that Condition by the delivery to it of:

     11.21.1 a certificate signed by two directors of the Issuer or the Company
          (as the case may be); and

     11.21.2 an opinion of independent legal or tax advisors of recognised
          standing to the effect that the amendment or change giving rise to the
          payment of additional amounts by the Issuer or the Company (as the
          case may be) under that Condition have occurred.

11.22 CONSOLIDATION, AMALGAMATION ETC.

     The Trustee shall not be responsible for any consolidation, amalgamation,
     merger, reconstruction or scheme of the Issuer and 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.

11.23 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 nor 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.

11.24 CONSENT

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

11.25 ACCELERATION

     The Trustee shall not be obliged to declare the Bonds immediately due and
     payable under Condition 10 unless it has been indemnified and/or secured 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.

11.26 BONDS HELD BY THE ISSUER ETC.

     In the absence of actual knowledge or express notice to the contrary, the
     Trustee may assume without enquiry (other than requesting a certificate
     under Clause 9.1.21) that no Bonds are for the time being held by or on
     behalf of the Issuer, the Company or any of their respective Subsidiaries.

11.27 RESPONSIBILITY FOR AGENTS ETC.

     If the Trustee exercises reasonable care in selecting any custodian, agent,
     delegate or nominee appointed under this clause (an "APPOINTEE") (in each
     case, after notice have been given to the Issuer and the Company to the
     extent reasonably practicable), it will not have any obligation to
     supervise the Appointee or be responsible for any loss,


                                                                              35

<PAGE>

     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.

11.28 RELIANCE ON CERTIFICATES

     The Trustee may rely without liability to Bondholders on any certificate
     prepared by the directors of the Issuer or the Company and accompanied by a
     certificate or report prepared by an internationally recognised firm of
     accountants (including the Auditors) pursuant to the Conditions and/or this
     Trust Deed, whether or not addressed to the Trustee and whether or not the
     internationally recognised firm of accountants' 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.

11.29 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.

11.30 RESPONSIBILITY

     Notwithstanding any other term or provision of this Trust Deed, the Trustee
     shall not be liable under any circumstances for special or punitive
     damages, indirect or consequential loss or damages of any kind whatsoever
     (including loss of profits) even if the Trustee is actually aware of the
     likelihood of such special or punitive damages, indirect or consequential
     loss or damages regardless of whether the claim for loss or damage is made
     in negligence, for breach of contract, breach of trust, breach of fiduciary
     obligation or otherwise. The Trustee shall notify the Issuer and the
     Company, where reasonably practicable, that it has received any claim for
     special or punitive damages, indirect or consequential loss or damages of
     any kind whatsoever (including loss of profits).

11.31 FORCE MAJEURE

     Notwithstanding anything to the contrary in this Trust Deed or in any other
     transaction document, the Trustee shall not in any event be liable for any
     failure or delay in the performance of its obligations hereunder if it is
     prevented from so performing its obligations by any existing or future law
     or regulation, any existing or future act of governmental authority, Act of
     God, flood, war (whether declared or undeclared), terrorism, riot,
     rebellion, civil commotion, strike, lockout, other industrial action,
     general failure of electricity or other supply, aircraft collision,
     technical failure, accidental or mechanical or electrical breakdown,
     computer failure or failure of any money transmission system or any reason
     which is beyond the control of the Trustee.

11.32 ERROR OF JUDGMENT

     The Trustee shall not be liable for any error of judgment made in good
     faith by any officer or employee of the Trustee assigned by the Trustee to
     administer its corporate trust matters.


                                                                              36

<PAGE>

11.33 PROCEEDS OF THE BONDS

     The Trustee will not be responsible for the receipt or application by the
     Issuer of the proceeds of the issue of the Bonds or the delivery of the
     Certificates to the persons entitled to them.

11.34 TRUSTEE'S FUNDS

     Nothing herein shall be construed to require the Trustee to expend or risk
     its own funds or otherwise incur any financial liability in the discharge
     or its duties and responsibilities hereunder.

11.35 TRANSACTIONS WITH ISSUER AND THE COMPANY

     Nothing herein shall prevent the Trustee from entering into financial
     transactions with the Issuer, the Company or their respective Subsidiaries
     and it shall not be under any obligation to account to the holders of the
     Bonds with respect to any profits derived therefrom.

11.36 INTERESTS OF HOLDERS OF THE BONDS

     In connection with the exercise of its powers, trusts, authorities or
     discretions (including, but not limited to, those in relation to any
     proposed modifications, waiver or authorisation of any breach or proposed
     breach of any of the Conditions or any of the provisions of this Trust
     Deed), the Trustee shall have regard to the general interests of the
     holders of the Bonds as a class and shall not have regard to any interest
     arising from circumstances particular to individual holders of the Bonds
     (whatever their number) and, in particular but without limitation, shall
     not have regard to the consequences of such exercise for individual holders
     of the Bonds (whatever their number) resulting from their being for any
     purpose domiciled or resident in, or otherwise connected with, or subject
     to the jurisdiction of, any particular territory or otherwise to the tax
     consequences thereof and the Trustee shall not be entitled to require from
     the Issuer or the Company, nor shall any holder of a Bond be entitled to
     claim from the Issuer, the Company or the Trustee, any indemnification or
     payment in respect of any tax consequence of any such exercise upon
     individual holders of the Bonds except to the extent provided for in the
     Conditions and/or in any undertakings given in addition thereto or in
     substitution therefor pursuant to this Trust Deed.

11.37 ACTION CONTRARY TO LAW ETC.

     The Trustee may refrain from doing anything in any jurisdiction if doing
     the relevant thing in that jurisdiction would, in its opinion based upon
     legal advice in the relevant jurisdiction, be contrary to any law of that
     jurisdiction, or would otherwise render it liable to any person in that
     jurisdiction or if, in its opinion based upon such legal advice, it would
     not have power to do the relevant thing in that jurisdiction by virtue of
     any applicable law in that jurisdiction or if it is determined by any court
     or other competent authority in that jurisdiction that it does not have
     such power.

11.38 TRUSTEE ACT 2000

     For the avoidance of doubt,

     11.38.1 the Trustee may retain or invest in securities payable to bearer
          without appointing a person to act as custodian; and

     11.38.2 the application of ss 22 or 23 of the Trustee Act 2000 is
          inconsistent with the terms of this Trust Deed.


                                                                              37

<PAGE>

11.39 NO OBLIGATION TO MONITOR

     The Trustee shall be under no obligation to monitor or supervise the
     functions of any other person under any other agreement or document
     relating to the transactions herein or therein contemplated and shall be
     entitled, in the absence of actual knowledge of a breach of obligation, to
     assume that each such person is properly performing and complying with its
     obligations.

11.40 DOCUMENT REQUESTS

     The Trustee shall not be responsible to any person for failing to request,
     require or receive any legal opinion relating to the Bonds, or translations
     of documents, circulars, notices and statements provided by the Issuer or
     the Company pursuant to this Trust Deed, or for checking or commenting upon
     the content of any such legal opinion or document, circular, notice or
     statement and shall not be responsible for any liability incurred thereby.
     Any aforesaid documents, circulars, notices, statements or opinions
     received by the Trustee pursuant to this Trust Deed shall be made available
     for inspection by holders of the Bonds during normal business hours at the
     specified office of the Trustee.

11.41 SATISFACTION AS TO INDEMNITY AND/OR SECURITY

     The Trustee shall not be bound to take any action in connection with this
     Trust Deed or the Conditions or any obligations arising pursuant thereto,
     including, without prejudice to the generality of the foregoing, forming
     any opinion or employing any financial adviser, where it is not reasonably
     satisfied that the Issuer, the Company or the holders of the Bonds, as the
     case may be, will be able to indemnify it and/or against all liabilities
     which may be incurred in connection with such action and may demand prior
     to taking any such action that there be paid to it in advance such sums as
     it reasonably considers (without prejudice to any further demand) shall be
     sufficient so to indemnify and/or secure it and on such demand being made,
     the Issuer, the Company or the holders of the Bonds as the case may be,
     shall be obliged to make payment of all such sums in full.

11.42 ASSUMPTION OF GENUINE INSTRUCTIONS

     The Trustee may rely upon and shall not be liable for acting or refraining
     from acting upon any written notice, instruction or request furnished to it
     hereunder and believed by it to be genuine and to have been signed or
     presented by the proper party or parties. The Trustee shall be under no
     duty to inquire into or investigate the validity, accuracy or content of
     any such document.

12.  LIABILITY OF THE TRUSTEE

     The duty of care that applies to a trustee under 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 (but shall not be obliged to), 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


                                                                              38
<PAGE>

     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 the provisions of the Bonds, the Agency Agreement or 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 10. 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, if the Trustee so requires, will be notified to the
     Bondholders as soon as practicable.

13.2 PROOF OF DEFAULT

     Proof that the Issuer 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.

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

     The Trustee and any other person, whether or not acting for itself, (i) may
     acquire, hold or dispose of any Bond or other security (or any interest
     therein) of the Issuer, the Company or any other person, (ii) may enter
     into or be interested in any contract or transaction with any such person
     and (iii) 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

15.1 The Trustee may agree (but shall not be obliged to) without the consent of
     the Bondholders to:

     15.1.1 any modification to the Bonds or to this Trust Deed which, in the
          Trustee's opinion, (i) 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;

     15.1.2 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 16 of Schedule 3. Any such modification as is
     permitted by this Clause 15 shall be binding on all Bondholders. In forming
     any decision under this Clause 15.1, the Trustee may request for the
     opinion of a leading independent investment bank of international repute or
     of any legal counsel or other expert acceptable to the Trustee or a
     certificate signed by two directors of the Issuer or the Company.


                                                                              39

<PAGE>

15.2 The Issuer shall, upon a modification pursuant to this Clause 15, give
     notice to the Bondholders in accordance with Condition 16.

16.  APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE

16.1 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
     trustee will at all times be a trust corporation and it may be the sole
     Trustee. Any appointment of a new Trustee will be notified by the Issuer to
     the Bondholders as soon as practicable.

16.2 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 which the Company) will use all reasonable
     endeavours to procure that another trust corporation be appointed as
     Trustee as soon as practicable and if, after 30 days' of such notice having
     been given the Issuer 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.

16.3 CO-TRUSTEES

     Notwithstanding Clause 16.1, the Trustee may by written notice to the
     Issuer and the Company appoint anyone to act as an additional Trustee
     jointly with the Trustee:

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

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

     16.3.3 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, 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. The Trustee shall not be responsible for supervising
     any such additional Trustee.

16.4 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.

16.5 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


                                                                              40

<PAGE>

     execution or filing of any papers or any further act on the part of any of
     the parties hereto.

16.6 PROVISIONS OF TRUST DEED FOR SOLE BENEFIT OF THE PARTIES AND THE HOLDERS OF
     THE BONDS

     Nothing in this Trust Deed or in the Bonds, expressed or implied, shall
     give or be construed to give any person other than the parties hereto and
     their successors and the holders of the Bonds any legal or equitable right,
     remedy or claim under the Trust Deed or any covenant or provision herein
     contained, all such covenants and provisions being for the sole benefit of
     the parties hereto and their successors and of the holders of the Bonds.

16.7 RESTORATION OF RIGHTS AND ABANDONMENT OF PROCEEDINGS

     In case the Trustee shall have proceeded to enforce any right of holders of
     the Bonds under this Trust Deed and such proceedings shall have been
     discontinued or abandoned for any reason, then and in every such case, the
     Issuer, the Company and the Trustee, subject to any determination of the
     proceedings shall be restored respectively to their former positions and
     rights hereunder, and all rights, remedies and powers of the Issuer, the
     Trustee and the holders of the Bonds shall continue as though no such
     proceedings had been taken.

16.8 POWERS AND REMEDIES CUMULATIVE

     Except as otherwise provided in this Trust Deed, no right or remedy herein
     conferred upon or reserved to the Trustee or to the holders of the Bonds is
     intended to be exclusive of any other right or remedy, and every right and
     remedy shall, to the extent permitted by law, be cumulative and in addition
     to every other right and remedy given hereunder or now or hereafter
     existing at law or in equity or otherwise. The assertion or employment of
     any right or remedy hereunder, or otherwise, shall not prevent the
     concurrent assertion or employment of any other appropriate right or
     remedy.

17.  COMMUNICATIONS

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

     17.1.1 in the case of the Issuer, to it at:

            Brilliance China Finance Limited
            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

     17.1.2 in the case of the Company, to it at:

            Brilliance China Finance Limited
            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


                                                                              41

<PAGE>

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

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

            Fax no.: Global Trust Services
            Attention: (44 20) 7964 6399

            with a copy to:

            The Bank of New York
            One Temasek Avenue
            #02-01, Millenia Tower
            Singapore 039192

            Attention: Global Trust Services
            Fax no.: (65) 6883 0338

17.2 Communications will take effect:

     17.2.1 in the case of a letter sent by registered post, on the seventh
          Business Day in the place of receipt after posting;

     17.2.2 in the case of a letter sent by courier, at the time of delivery;
          and

     17.2.3 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.

     Any communication not by letter shall be confirmed by letter but failure to
     send or receive the letter of confirmation shall not invalidate the
     original communication.

     Any of the parties named above may change its address for the purpose of
     this Clause by giving notice of such change to the other parties to this
     Agreement.

18.  FURTHER ISSUES

18.1 SUPPLEMENTAL TRUST DEED

     If the Issuer issues further securities as provided in Condition 15, 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.

18.2 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.

19.  CURRENCY INDEMNITY

19.1 CURRENCY OF ACCOUNT AND PAYMENT

     US Dollar (the "CONTRACTUAL CURRENCY") is the sole currency of account and
     payment for all sums payable by the Issuer and the Company under or in
     connection with this Trust Deed and the Bonds, including damages.


                                                                              42

<PAGE>

19.2 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, the Company 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
     will only discharge the Issuer or the Company 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).

19.3 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 and the Company will indemnify it against any loss
     sustained by it as a result. In any event, the Issuer and the Company will
     indemnify the recipient against the cost of making any such purchase.

19.4 INDEMNITY SEPARATE

     The indemnities in this Clause 19 and in Clause 10.4 constitute separate
     and independent obligations from the other obligations in this Trust Deed,
     will give 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.

20.  GOVERNING LAW, THIRD PARTY RIGHTS AND JURISDICTION

20.1 GOVERNING LAW

     This Trust Deed is governed by and shall be 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 waives 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).


                                                                              43

<PAGE>

20.4 SERVICE OF PROCESS

     Each of the Issuer and the Company irrevocably appoints Baker & McKenzie,
     London at 100 New Bridge Street, EC4V 6JA to receive, for it and on its
     behalf, service of process in any Proceedings in England and Wales. Such
     service shall be deemed completed on delivery to such process agent
     (whether or not it is forwarded to and received by the Issuer and the
     Company). 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.  SATISFACTION AND DISCHARGE OF TRUST DEED; UNCLAIMED MONEYS

21.1 SATISFACTION AND DISCHARGE OF TRUST DEED

     If at the time:

     21.1.1 the Issuer or the Company has paid or caused to be paid the
          principal of and premium (if any) on the outstanding Bonds hereunder,
          as and when the same shall have become due and payable, or

     21.1.2 the Issuer shall have delivered to the Trustee for cancellation all
          the Bonds theretofore authenticated (other than the Bonds which shall
          have been mutilated, defaced, destroyed, lost or stolen and which
          shall have been replaced or paid as provided in the Conditions),

     then this Trust Deed shall cease to be of further effect with respect to
     the Bonds (except that the obligations of the Issuer under Clauses 10
     (Remuneration and Indemnification of the Trustee) and 19 (Currency
     Indemnity) shall survive).

21.2 PRESCRIPTION

     Claims in respect of amounts due in respect of the Bonds will be prescribed
     unless made within a period of ten years, in the case of principal, and
     five years, in the case of premium (if any) as the case may be, from the
     relevant date of payment in respect thereof. The Trustee or any Agent shall
     have no responsibility, obligation or liability with respect to any Bond
     for any amounts so prescribed.

22.  ENFORCEMENT

     At any time after the Bonds have become due and repayable, the Trustee may,
     at its discretion and without further notice, take such proceedings against
     the Issuer and the Company as it may think fit to enforce repayment of the
     Bonds and to enforce the provisions of this Trust Deed, but it will not be
     bound to take any such proceedings unless:

     22.1 it shall have been so requested in writing by the holders of not less
          than 20 per cent. in principal amount of the Bonds then outstanding or
          so directed by an Extraordinary Resolution; and

     22.2 it shall have been indemnified and/or secured to its satisfaction.

     No Bondholder will be entitled to proceed directly against the Issuer and
     the Company, unless the Trustee, having become bound to do so, fails to do
     so within a reasonable time and such failure shall be continuing.


                                                                              44

<PAGE>

23.  NOTIFICATION TO THIRD PARTIES BY THE TRUSTEE

     Upon the reasonable written request and at the expense of the Issuer
     (failing which the Company), the Trustee shall provide notice relating to
     the outstanding amount of the Bonds at the time of the request to any third
     party in accordance with the instructions of the Issuer, provided and to
     the extent that the Trustee has received such information from the
     Principal Agent and/or the Registrar. Under no circumstances shall the
     Trustee be required to provide such information on more than one occasion
     in any calendar month. The Trustee will not make and shall not be deemed to
     have made any representation and shall bear no responsibility as to the
     correctness of the stated amount contained in any notice provided under
     this Clause 23.

24.  COUNTERPARTS

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


                                                                              45

<PAGE>

                                   SCHEDULE 1

                               FORM OF CERTIFICATE

On the front:

<TABLE>
<CAPTION>
Amount   ISIN           Common Code   Certificate Number
------   ----           -----------   ------------------
<S>      <C>            <C>           <C>
         XS0254267890   025426789     [_____]
</TABLE>

                        BRILLIANCE CHINA FINANCE LIMITED
         (INCORPORATED WITH LIMITED LIABILITY IN BRITISH VIRGIN ISLANDS)
                                 US$182,678,000
                ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2011
                  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 Finance Limited (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 [_____] is, at the date hereof, entered in the
register of Bondholders as the holder of Bonds in the principal amount of
US$1,000 (one thousand 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$0.01 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 FINANCE LIMITED


By:
    ---------------------------------
    Director/Authorised Signatory


                                                                              46

<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:
       ------------------------------


                                                                              47

<PAGE>

On the back:

                        TERMS AND CONDITIONS OF THE BONDS

The following (subject to amendment, and other than the words in italics) is the
text of the Terms and Conditions of the Bonds which will appear on the reverse
of each of the definitive certificates evidencing the Bonds:

The issue of up to US$182,678,000 aggregate principal amount of Zero Coupon
Guaranteed Convertible Bonds due 2011 (the "BONDS", which term shall include,
unless the context requires otherwise, any further Bonds issued in accordance
with Condition 15 and consolidated and forming a single series therewith) of
Brilliance China Finance Limited (the "ISSUER") was authorised by a resolution
of the Board of Directors of the Issuer passed under a board meeting held on 8
May 2006 and the Guarantee (as defined in Condition 1(b)) and the right of
conversion into Shares (as defined in Condition 6(a)(v)) of Brilliance China
Automotive Holdings Limited (the "COMPANY") were authorised by a resolution of
the Board of Directors of the Company passed under a board meeting held on 8 May
2006 and the approval of the shareholders of the Company in a Special General
Meeting on 1 June 2006. The Bonds are constituted by a trust deed (as amended or
supplemented from time to time) to be dated on or about 7 June 2006 (the "TRUST
DEED") made between the Issuer, the Company and The Bank of New York acting
through its London branch 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 7 June 2006 (the "AGENCY AGREEMENT") with the Trustee, The
Bank of New York acting through its London branch as principal paying and
conversion agent 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") relating to the Bonds. References to the "PRINCIPAL AGENT", the
"REGISTRAR" and the "AGENTS" below are references to the principal agent,
registrar and agents for the time being for the Bonds. The statements in these
Terms and Conditions include summaries of, and are 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,
London, E14 5AL, United Kingdom and at the specified offices of each of the
Agents. The Bondholders 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

1.1  STATUS

     The Bonds constitute direct, unsubordinated, unconditional and (subject to
     the provisions of Condition 5) unsecured obligations of the Issuer and the
     Bonds 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 5, at all times rank at least equally
     with all of its other present and future unsecured and unsubordinated
     obligations. The payment obligations of the Company under the Guarantee (as
     defined in Condition 1(b)) shall, save for exceptions as may be provided by
     applicable legislation and subject to Condition 5, at all times rank at
     least equally with all of its other present and future unsecured and
     unsubordinated obligations.


                                                                              48

<PAGE>

1.2  GUARANTEE

     The due payment of all sums expressed to be payable by the Issuer and the
     due performance by the Issuer of its obligations 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.

2.   FORM AND DENOMINATION

     The Bonds are issued in registered form in the denomination of US$1,000
     each, without coupon 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.

     Upon issue, the Bonds will be represented by the Global Certificate
     deposited with a common depositary for, and representing Bonds registered
     in the name of a common nominee of Euroclear and Clearstream. The
     Conditions are modified by certain provisions contained in the Global
     Certificate.

3.   TITLE

     Title to the Bonds passes only by transfer and registration in the register
     of Bondholders as described in Condition 4. 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.

4.   TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

4.1  REGISTER

     The Issuer will cause to be kept at the specified office of the Registrar
     (which shall be outside Hong Kong) 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 of Bonds.

4.2  TRANSFER

     Subject to Condition 4(e) and 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.

     Transfers of interests in the Bonds evidenced by the Global Certificate
     will be effected in accordance with the rules of the relevant clearing
     systems.

4.3  DELIVERY OF NEW CERTIFICATES

     Each new Certificate to be issued upon a transfer of Bonds will, within
     five business days of receipt by the Registrar or, as the case may be, any
     other relevant Agent of


                                                                              49

<PAGE>

     the form of transfer, be made available for collection at the specified
     office of the Registrar or such other relevant Agent or, if so requested in
     the form of transfer, be 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. The form of transfer is available at the
     specified office of the Registrar and the Agents.

     Except in the limited circumstances described in these Conditions (see "THE
     GLOBAL CERTIFICATE"), owners of interests in the Bonds will not be entitled
     to receive physical delivery of Certificates.

     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 Registrar or other relevant Agent, be made
     available for collection at the specified office of the Registrar or such
     other relevant Agent or, if so requested in the form of transfer, be 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. The form of transfer is available at the
     specified office of the Registrar and the Agents.

     For the purposes of Condition 4, a "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 Registrar (if a Certificate is
     deposited with it in connection with a transfer or conversion) or the Agent
     with whom a Certificate is deposited in connection with a transfer or
     conversion, is located.

4.4  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.

4.5  CLOSED 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 6(b)(i)) has been
          delivered with respect to a Bond; or

     (iii) after a Relevant Event Redemption Notice (as defined in Condition
          8(d)) or a Put Exercise Notice (as defined in Condition 8(e)) has been
          deposited in respect of such Bond.

4.6  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.


                                                                              50

<PAGE>

5.   NEGATIVE PLEDGE

5.1  NEGATIVE PLEDGE

     (i)  Each of the Issuer and the Company undertakes that, so long as any of
          the Bonds remains outstanding ("OUTSTANDING" as defined in the Trust
          Deed) or any amount is due under or in respect of any Bond or
          otherwise under the Trust Deed, it will not, and (in the case of the
          Company) will procure that none of the Material Subsidiaries will,
          create or permit to subsist or arise any Encumbrance upon the whole or
          any part of their respective present or future assets or revenues to
          secure any Relevant Indebtedness (or any guarantee or indemnity in
          respect of such Relevant Indebtedness) of the Issuer or any other
          subsidiary or associate of the Issuer or the Company unless the
          outstanding Bonds are forthwith secured by (i) the same Encumbrance or
          (ii) such Encumbrance as shall be approved by an Extraordinary
          Resolution (as defined in the Trust Deed) of the Bondholders.

     (ii) The Issuer undertakes that it shall not incorporate a company.

5.2  INTERPRETATION

     In these Conditions:

     (i)  any reference to an "ENCUMBRANCE" is to a mortgage, charge, pledge,
          lien or other encumbrance or security interest securing any obligation
          of any person;

     (ii) any reference to "RELEVANT INDEBTEDNESS" is to any indebtedness in the
          form of or represented by debentures, loan stock, bonds, notes, bearer
          participation certificates, depository receipts, certificates of
          deposit or other similar securities or instruments or by bills of
          exchange drawn or accepted for the purpose of raising money which are,
          or are issued with the intention on the part of the issuer thereof
          that they should be, quoted, listed, ordinarily dealt in or traded on
          any stock exchange or over the counter or on any other securities
          market (whether or not initially distributed by way of private
          placement); and

     (iii)any reference to a "SUBSIDIARY" or "SUBSIDIARY" of the Issuer or the
          Company is to a company the financial statements of which are, in
          accordance with applicable law and generally accepted accounting
          principles, consolidated with those of the Issuer or the Company (as
          applicable); and

     (iv) any reference to "MATERIAL SUBSIDIARY" means any Subsidiary of the
          Company:

          (A)  whose gross revenues or (in the case of a Subsidiary which itself
               has subsidiaries) consolidated gross revenues, as shown by its
               latest audited income statement are at least five per cent. of
               the consolidated gross revenues as shown by the latest published
               audited consolidated income statement of the Company and its
               Subsidiaries; 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 five 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


                                                                              51

<PAGE>

               audited accounts of the Company and after adjustment for minority
               interest,

          provided that, in relation to paragraphs (A) and (B) above:

          (i)  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 Subsidiary) of such
               Subsidiary in such accounts;

          (ii) if at any relevant time in relation to the Company or any
               Subsidiary which itself has Subsidiaries no consolidated accounts
               are prepared and audited, total 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
               and reviewed by the Auditors (as defined in the Trust Deed);

          (iii) if at any relevant time in relation to any Subsidiary, no
               accounts are audited, its total 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 and reviewed
               by the Auditors; and

          (iv) 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 Material 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 Material Subsidiary,
               provided that the Material Subsidiary which so transfers shall
               forthwith upon such transfer cease to be a Material Subsidiary
               and the Subsidiary to which the assets are so transferred shall
               become a Material Subsidiary at the date on which the first
               published audited accounts (consolidated, if appropriate), of the
               Company prepared as of a date later than such transfer are
               issued.

6.   CONVERSION

6.1  CONVERSION RIGHT

     (i)  CONVERSION PERIOD: Subject as hereinafter provided, Bondholders have
          the right to convert their Bonds into Shares 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


                                                                              52

<PAGE>

          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 6 July 2006 up to the close of business (at the place where the
          Certificate evidencing such Bond is deposited for conversion) on 8 May
          2011 (but, except as provided in Condition 6(a)(iv), in no event
          thereafter) or if such Bond shall have been called for redemption
          before 8 May 2011, 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
          US$1.00 = HK$7.7513 (the "EXCHANGE RATE")) by the Conversion Price in
          effect at the Conversion Date (both as hereinafter defined). A
          Conversion Right may only be exercised 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 7 June 2006 which reduces the number of shares outstanding, the
          Company will upon conversion of Bonds pay in cash (in US Dollars by
          means of a US Dollar cheque drawn on a bank in New York) 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 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 AND CONVERSION RATIO: The price at which Shares will
          be issued upon conversion (the "CONVERSION PRICE") will initially be
          HK$1.93 per Share but will be subject to adjustment in the manner
          provided in Condition 6(c) and Condition 6(f). The conversion ratio
          (the "CONVERSION RATIO") is equal to the principal amount of each Bond
          divided by the then Conversion Price.

     (iv) REVIVAL AND/OR SURVIVAL AFTER DEFAULT: Notwithstanding the provisions
          of Condition 6(a)(i), if:

          (A)  the Issuer (or the case may be, the Company) 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 8(a)) by reason of the occurrence of any
               of the events under Condition 10; or

          (C)  any Bond is not redeemed on the Maturity Date in accordance with
               Condition 8(a),

          the Conversion Right attaching to such Bond will revive and/or will
          continue to 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


                                                                              53

<PAGE>

          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 6(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$0.01 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.

6.2  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
          6(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 6(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 under these Conditions in connection
          with the exercise of such Conversion Right. A Conversion Notice once
          delivered shall be irrevocable and may not be 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 6(d) 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
          Bermuda, British Virgin Islands, 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
          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


                                                                              54

<PAGE>

          to this Condition 6(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 6(b)(ii).

     (iii) REGISTRATION: As soon as practicable, and in any event not later than
          five business 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 in respect of such Shares 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 16 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, in which case a single certificate will be issued in respect
          of all Shares issued on conversion of Bonds subject to the same
          Conversion Notice and which are to be registered in the same name.

          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 6(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. If the Issuer has elected to pay
          the converting Bondholder of the Bond cash in lieu of Shares pursuant
          to the Cash Settlement Option (as defined below) set out in Condition
          6(b)(iv), the number of excess Shares shall be determined by assuming
          that the Issuer had not elected the Cash Settlement Option. In such
          case, the Issuer shall satisfy its obligations under this Condition
          6(b)(iii) by paying, as soon as practicable and in any event not later
          than 13 Stock Exchange Business Days after the date of such adjustment
          of the Conversion Price, to the converting Bondholder an amount in US
          Dollars (converted into US Dollars by applying the Exchange Rate)
          equal to the Current Market Price (as defined in Condition 7) of any
          such excess Shares on the date the Company would be


                                                                              55

<PAGE>

          required to deliver such Shares if the Cash Settlement Option had not
          been exercised by the Issuer.

          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") 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 five
          days thereafter. The Equivalent Amount shall be calculated by the
          Issuer and paid by means of a US Dollar cheque (translated at the
          Exchange Rate) drawn on a bank in New York and sent to the address
          specified in the relevant Conversion Notice. For the avoidance of
          doubt, the Company will not be required to pay the Equivalent Amount
          in respect of a Bond if (i) it has elected with respect to such Bond
          to pay cash in lieu of Shares pursuant to Condition 6(b)(iv) and (ii)
          the average Closing Price by reference to which the Cash Settlement
          Amount is determined reflects the entitlement to such dividends or
          other distribution.

     (iv) CASH SETTLEMENT: Notwithstanding the Conversion Right of each
          Bondholder in respect of each Bond, at any time when the delivery of
          Shares deliverable upon conversion of the Bonds is required to satisfy
          the Conversion Right in respect of a Conversion Notice, the Issuer
          shall have the option to pay to the relevant Bondholder an amount of
          cash in Hong Kong dollars equal to the Cash Settlement Amount (as
          defined below) in order to satisfy such Conversion Right in full or in
          part (in which case the other part shall be satisfied by the delivery
          of Shares) (the "CASH SETTLEMENT OPTION"). In order to exercise the
          Cash Settlement Option, the Issuer shall calculate the Cash Settlement
          Amount (as defined below) and shall provide notice of the exercise of
          the Cash Settlement Option (the "CASH SETTLEMENT NOTICE") to the
          relevant Bondholder as soon as practicable but no later than the Stock
          Exchange Business Day following the day on which the Issuer receives
          notification from the Conversion Agent that the Conversion Agent has
          received the Conversion Notice (the "CASH SETTLEMENT NOTICE DATE").
          The Cash Settlement Notice must specify the number of Shares in
          respect of which the Issuer will make a cash payment in the manner
          described in this Condition. The Issuer shall pay the Cash Settlement
          Amount as soon as practicable but in any event no later than 13 Stock
          Exchange Business Days following the Cash Settlement Notice Date. If
          the Issuer exercises its Cash Settlement Option in respect of Bonds
          held by more than one Bondholder which are to be converted on the same
          Conversion Date, the Issuer shall


                                                                              56
<PAGE>

          make the same proportion of cash and Shares available to such
          converting Bondholders.

          "CASH SETTLEMENT AMOUNT" means the product of:

          (A)  the number of Shares otherwise deliverable upon exercise of the
               Conversion Right in respect of the Bond(s) to which the
               Conversion Notice applies, and in respect of which the Issuer has
               elected the Cash Settlement Option; and

          (B)  the Average Closing Price of the Shares for each day during the
               ten consecutive Trading Days (as defined below) immediately
               following and excluding the Cash Settlement Notice Date.

6.3  ADJUSTMENTS TO CONVERSION PRICE

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

     (i)  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.

     (ii) CAPITALISATION OF PROFITS OR RESERVES:

          (A)  If and whenever the Company shall issue any Shares credited as
               fully paid to the shareholders of the Company 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 (except
               any Scrip Dividend (as defined below)) and which would not have
               constituted a Distribution (as defined below), 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


                                                                              57

<PAGE>

                    immediately before such issue; and

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

          (B)  In the case of an issue of Shares by way of a Scrip Dividend
               where the Current Market Price of such Shares exceeds the amount
               of the Relevant Cash Dividend or the relevant part thereof and
               which would not have constituted a 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;

               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 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.

     (iii) DISTRIBUTIONS:

          (A)  Subject to Condition 6(c)(iii)(B), if and whenever the Company
               shall pay or make any Distribution to its shareholders (except to
               the extent that the Conversion Price falls to be adjusted under
               Condition 6(c)(ii) above), the Conversion Price shall be adjusted
               by multiplying the Conversion Price in force immediately before
               such Distribution by the following fraction:

                                      A - B
                                    ---------
                                        A

               Where:


                                                                              58

<PAGE>

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

               B    is the Fair Market Value on the date of such announcement of
                    the portion of the Distribution attributable to one Share.

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

          (B)  If and whenever the Company shall pay or make any Distribution in
               cash only to its shareholders, the Conversion Price shall be
               adjusted by multiplying the Conversion Price in force immediately
               before such Distribution by the following fraction:

                                      A - B
                                     -------
                                        A

               Where:

               A    is the Current Market Price of one Share on the record date
                    for the determination of the shareholders of the Company
                    entitled to receive such Distribution in cash; and

               B    is the amount of cash so distributed attributable to one
                    Share.

               Such adjustment shall become effective on the record date for the
               determination of Shareholders entitled to receive such
               Distribution in cash.

     (iv) RIGHTS ISSUES OF SHARES OR OPTIONS OVER SHARES: If and whenever the
          Company shall issue Shares to all or substantially all of its
          shareholders as a class by way of rights, or issue or grant to all or
          substantially all of its shareholders as a class by way of rights, of
          options, warrants or other rights to subscribe for or purchase 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


                                                                              59

<PAGE>

               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 date of issue of such
          Shares or issue or grant of such options, warrants or other rights (as
          the case may be).

     (v)  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 or purchase Shares) to all or substantially all
          its 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 any
          securities (other than Shares or options, warrants or other rights to
          subscribe 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 of the
               portion of the rights attributable to one Share.

          Such adjustment shall become effective on the date of issue of the
          securities or grant of such rights, options or warrants (as the case
          may be).

     (vi) ISSUES AT LESS THAN CURRENT MARKET PRICE: If and whenever the Company
          shall issue 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, Shares) or issue or grant
          options, warrants or other rights to subscribe or purchase Shares in
          each case at a price per Share which is less than 90 per cent. of the
          Current Market Price on the last Trading Day preceding the date of
          announcement of the terms of such issue, the Conversion Price shall be
          adjusted by multiplying the Conversion Price in force immediately
          before such issue by the following fraction:

                                      A + B
                                    ---------
                                        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 to subscribe for or purchase any Shares;

          B    is the number of Shares which the aggregate consideration
               receivable for the issue of such additional Shares (or as the
               case may be, for


                                                                              60

<PAGE>

               such additional Shares to be issued or otherwise be made
               available upon the exercise of such options, warrants or rights)
               would purchase at such Current Market Price per Share; and

          C    is the number of Shares in issue immediately after the issue of
               such additional Shares or upon the 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
          assuming that such options, warrants or other rights are exercised in
          full at the initial exercise price 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 issue of such options,
          warrants or other rights.

     (vii) 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 6(c)(vii), if and whenever
          the Issuer or any of its Subsidiaries (otherwise than as mentioned in
          Conditions 6(c)(iv), 6(c)(v) or 6(c)(vi)), 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 Conditions 6(c)(iv), 6(c)(v) or 6(c)(vi)) shall issue
          any securities (other than the Bonds) which by their terms of issue
          carry (directly or indirectly) rights of conversion into, or exchange
          or subscription for, Shares to be issued by the Company on conversion,
          exchange or subscription at a consideration per Share receivable upon
          conversion, exchange or subscription which is less than 90 per cent.
          of the Current Market Price on the last Trading Day preceding the date
          of announcement of the terms of issue of such securities, 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
               (but where the relevant securities carry rights of conversion
               into, or rights of exchange or subscription for Shares which have
               already been issued by the Company (and are held in treasury) 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
               receivable by the Company for the Shares to be issued on
               conversion or exchange or on exercise of the right of
               subscription attached to such securities would purchase at such
               Current Market Price per Share; and


                                                                              61

<PAGE>

          C    is the maximum number of Shares to be issued on conversion or
               otherwise made available upon conversion or exchange of such
               securities or on the exercise of such rights of subscription
               attached thereto at the initial conversion, exchange or
               subscription price or rate.

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

     (viii) MODIFICATION OF RIGHTS OF CONVERSION ETC.: If and whenever there
          shall be any modification of the rights of conversion, exchange or
          subscription attaching to any such securities as are mentioned in
          Condition 6(c)(vii) (other than in accordance with the terms of 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 Shares
               which have already been issued by the Company (and are held in
               treasury) 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
               receivable by the Company for the Shares to be issued on
               conversion or exchange or on exercise of the right of
               subscription attached to the securities so modified would
               purchase at such Current Market Price per Share or, if lower, the
               existing conversion, exchange or subscription price; and

          C    is the maximum number of Shares to be issued on conversion or
               otherwise made available upon conversion or exchange of such
               securities or on the exercise of such rights of subscription
               attached thereto at the modified conversion, exchange or
               subscription 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 6(c)(viii) or Condition
               6(c)(vii).

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


                                                                              62

<PAGE>

     (ix) 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 of the
          Company generally 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 6(c)(iv), Condition
          6(c)(v),Condition 6(c)(vi) or Condition 6(c)(vii)), 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 of the
               portion of the rights attributable to one Share.

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

     (x)  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 6, the Company shall,
          at its own expense, consult an independent investment bank of
          international repute (acting as 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 banks 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 6 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 6 as may be advised by the independent investment
          banks to be in their opinion appropriate to give the intended result.

6.4  INTERPRETATION

     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.


                                                                              63

<PAGE>

     "AVERAGE CLOSING PRICE" is the arithmetic average of the Closing Price per
     Share for each Trading Day during the Relevant Period. In making any such
     calculation, such adjustments (if any) shall be made as two 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.

     "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 been
     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 thereof 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.

     "DISTRIBUTION" means any dividend or distribution (whether of cash or
     assets in specie) by the Company for any financial period (whenever paid or
     made and however described) (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 to the extent an adjustment to the Conversion Price is made in
     respect thereof under Condition 6(c)(iii)(A)) by way of capitalisation of
     reserves) unless 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 five per
     cent. either (i) on that date, or (ii) 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 (i) or (ii), the relevant day is
     not a Trading Day, the immediately preceding Trading Day.


                                                                              64

<PAGE>

     "FAIR MARKET VALUE" means, with respect to any assets, security, option,
     warrants or other right on any date, the fair market value of that asset,
     security, option, warrant or other right as determined by two 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 require two independent investment banks of international repute.

     "RELEVANT CASH DIVIDEND" means any cash dividend specifically declared by
     the Company.

     "RELEVANT PERIOD" means the period beginning on the 30th Trading Day prior
     to the Trading Day (the "RELEVANT TRADING DAY") immediately preceding the
     date on which the Shares are quoted ex-dividend on the Hong Kong Stock
     Exchange (or any relevant Alternative Stock Exchange) in respect the cash
     dividend which caused the adjustment to the Conversion Price pursuant to
     Condition 6(c)(iii), and ending on the relevant Trading Day.

     "SCRIP DIVIDEND" means any Shares issued in lieu of the whole or any part
     of any Relevant Cash Dividend being a dividend which the shareholders of
     the Company concerned would or could otherwise have received and which
     would not have constituted a Distribution (and for the avoidance of doubt
     to the extent that no adjustment is to be made under Condition 6(c)(iii) in
     respect of the amount by which the Current Market Price of the Shares
     exceeds the Relevant Cash Dividend or part thereof).

     "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 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.

6.5  MISCELLANEOUS

     On any adjustment, the relevant 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 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 16 as soon as practicable after the determination
     thereof.

     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.


                                                                              65

<PAGE>

     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 expert), 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 6(c)(i) above.

     If the Company fails to select independent investment banks when required
     for the purposes of Condition 6(c), the Trustee may select such banks. The
     Trustee shall not be under any duty to monitor whether any other 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.

6.6  CONVERSION PRICE RESET

     If the average of the Closing Prices of the Shares (the "AVERAGE MARKET
     PRICE") for the period of 20 consecutive Trading Days immediately prior to
     10 March 2007 (the "FIRST RESET DATE") and 10 March 2008 (the "SECOND RESET
     DATE", together with the First Reset Date, the "RESET DATES") is less than
     the Conversion Price on the applicable Reset Date (taking into account any
     adjustments as described in Condition 6(c) which may have occurred prior to
     the Reset Date), the Conversion Price shall be adjusted on the applicable
     Reset Date so that the Average Market Price will become the adjusted
     Conversion Price with effect from the applicable Reset Date.

     Such adjusted Conversion Price shall be rounded upwards, if necessary, to
     the nearest Hong Kong cent, provided that:

     (i)  any such adjustment to the Conversion Price shall be limited such that
          the adjusted Conversion Price in no event shall be less than 68% (in
          relation to the First Reset Date) and 75% (in relation to the Second
          Reset Date) of the Conversion Price prevailing on the relevant Reset
          Date (taking into account any adjustments as described in Condition
          6(c) which may have occurred prior to the Reset Date);

     (ii) subject to (i) above, the adjustment events set out in Condition 6(c)
          shall apply, mutatis mutandis, to adjustments hereunder to ensure that
          appropriate adjustments shall be made to the Conversion Price as so
          adjusted to reflect any events set out in Condition 6(c);

     (iii) the Conversion Price shall not be reduced below the then par value
          (currently US$0.01 per Share) of the Shares unless under applicable
          law then in effect the Bonds could be converted at such reduced
          Conversion Price into legally issued, fully-paid and non-assessable
          Shares; and

     (iv) for the avoidance of doubt, any such adjustment to the Conversion
          Price shall only be a downward adjustment.


                                                                              66

<PAGE>

     Any such adjustments shall become effective as of the applicable Reset Date
     and shall be notified to the Bondholders in accordance with Condition 16 as
     soon as practicable thereafter.

     In the event that the Issuer has insufficient shareholder approval to issue
     Shares pursuant to the Conversion Right after the resetting of the
     Conversion Price in accordance with this Condition 6(f), it shall exercise
     the Cash Settlement Option. The Trustee shall not be under any duty to
     monitor whether any other event or circumstance has happened or exists
     which may require resetting of the Conversion Price and will not be
     responsible to Bondholders for any loss arising from any failure by it to
     do so.

6.7  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 all reasonable 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 if the Issuer is unable to obtain or maintain
          such listing, to use all reasonable endeavours to obtain and maintain
          a listing for all the issued Shares on an Alternative Stock Exchange
          as from time to time selected by the Company and approved by the
          Trustee and will forthwith give notice to the Bondholders in
          accordance with Condition 16 below of the listing or delisting of the
          Shares (as a class) by any of such stock exchange; and

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

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

6.8  NOTICE OF CHANGE IN CONVERSION PRICE

     The Issuer shall give notice to the Bondholders in accordance with
     Condition 16 and the Singapore Exchange Securities Trading Limited 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.

7.   PAYMENTS

7.1  PRINCIPAL

     Payment of principal will be made by transfer to the registered account of
     the Bondholder or by US Dollar cheque drawn on a bank in New York mailed to
     the registered address of the Bondholder in accordance with Condition 16 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.


                                                                              67

<PAGE>

7.2  REGISTERED ACCOUNTS

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

7.3  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 9. No commissions or expenses shall be charged to
     the Bondholders in respect of such payments.

7.4  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.

7.5  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 Bonds 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.

7.6  BUSINESS DAY

     In this Condition, a "BUSINESS DAY" means a day other than a Saturday or
     Sunday on which commercial banks are open for business in Hong Kong, New
     York 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.

8.   REDEMPTION, PURCHASE AND CANCELLATION

8.1  MATURITY

     Unless previously redeemed, converted or purchased and cancelled as
     provided herein, the Issuer will redeem each Bond at 141.060 per cent. of
     its principal amount on 7 June 2011 (the "MATURITY DATE"). The Issuer may
     not redeem the Bonds at its option prior to that date except as provided in
     Condition 8(b) or Condition 8(c) below (but without prejudice to Condition
     9).


                                                                              68

<PAGE>

8.2  REDEMPTION AT THE OPTION OF THE ISSUER

     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 and not some only of the Bonds at a
     redemption price equal to the Early Redemption Amount on the date specified
     by the Issuer in the notice to be the date of redemption (the "REDEMPTION
     DATE") upon the occurrence of the following events and at the times set out
     below:

     (i)  on or at any time after 7 June 2008 and prior to 7 June 2009, if the
          closing price (translated into US Dollars at the Exchange Rate) of the
          Shares (as derived from 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) for each of the 30 consecutive
          Trading Days (the last day of such 30-Trading Day period falls within
          five Trading Days prior to the date upon which notice of such
          redemption is given) is greater than 145 per cent. of the applicable
          Early Redemption Amount (as defined below) divided by the Conversion
          Ratio;

     (ii) on or at any time after 7 June 2009 and prior to 8 May 2011, if the
          closing price (translated into US Dollars at the Exchange Rate) of the
          Shares (as derived from 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) for each of the 30 consecutive
          Trading Days (the last day of such 30-Trading Day period falls within
          five Trading Days prior to the date upon which notice of such
          redemption is given) is greater than 130 per cent. of the applicable
          Early Redemption Amount (as defined below) divided by the Conversion
          Ratio; and

     (iii) on or at any time after 7 June 2006 and prior to 7 June 2011, if more
          than 90 per cent. in principal amount of the Bonds has already been
          converted, redeemed or purchased or cancelled.

     If there shall occur an event giving rise to a change in the Conversion
     Price during any such 30 consecutive Trading Day period, appropriate
     adjustments for the relevant days approved by two leading independent
     investment banks of international repute (acting as experts) selected by
     the Issuer and approved in writing by the Trustee shall be made for the
     purpose of calculating the Closing Price for such days. Any conversion of
     Hong Kong Dollar into US Dollar shall be translated at the Exchange Rate.

     The "EARLY REDEMPTION AMOUNT" of a Bond, for each US$1,000 principal amount
     of the Bonds, is determined so that it represents for the Bondholders a
     gross yield of 7.00% per annum, calculated on a semi-annual basis. The
     applicable Early Redemption Amount for each US$1,000 principal amount of
     Bonds is calculated on a semi-annual basis in accordance with the following
     formula rounded up to the nearest cent:

     Early Redemption Amount = Previous Redemption Amount x (1 + r/2) (d/p)

     Previous Redemption Amount = the Early Redemption Amount for each US$1,000
     principal amount on the Semi-Annual Date immediately preceding the date
     fixed for redemption as set out below (or if the Bonds are redeemed prior
     to 7 December 2006, US$1,000):


                                                                              69

<PAGE>

<TABLE>
<CAPTION>
                   EARLY REDEMPTION
SEMI-ANNUAL DATE        AMOUNT
----------------   ----------------
                         (US$)
<S>                <C>
7 December 2006        1,035.00
7 June 2007            1,071.23
7 December 2007        1,108.72
7 June 2008            1,147.52
7 December 2008        1,187.69
7 June 2009            1,229.26
7 December 2009        1,272.28
7 June 2010            1,316.81
7 December 2010        1,362.90
7 June 2011            1,410.60
</TABLE>

     r = 7.00 per cent. expressed as a fraction.

     d = number of days from and including the immediately preceding
         Semi-Annual Date (or if the Bonds are to be redeemed on or before 7
         December 2006, from and including 7 June 2006) to, but excluding, the
         date fixed for redemption, calculated on the basis of a 360-day year
         consisting of 12 months of 30 days each and, in the case of an
         incomplete month, the number of days elapsed.

     p = 180

8.3  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 16 (which
     notice shall be irrevocable) redeem all, and not some only, of the Bonds at
     a redemption price equal to the Early Redemption Amount on the Redemption
     Date if:

     (i)  the Issuer satisfies the Trustee immediately prior to the giving of
          such notice that the Issuer has or will become obliged to pay
          additional amounts as referred to in Condition 9 as a result of any
          change in, or amendment to, the laws or regulations of Bermuda,
          British Virgin Islands or, as the case may be, Hong Kong or any
          political subdivision or any authority thereof or therein 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 7 June 2006, and


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<PAGE>

     (ii) such obligation cannot be avoided by the Issuer 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 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 shall deliver to the Trustee (a) certificate signed
     by two directors of the Issuer stating that the obligation referred to in
     (i) above cannot be avoided by the Issuer 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.

8.4  REDEMPTION FOR DELISTING OR CHANGE OF CONTROL

     Following the occurrence of a Relevant Event (as defined below), the holder
     of each Bond will have the right at such holder's option, to require the
     Issuer to redeem in whole but not in part of that holder's Bonds on the
     Relevant Event Redemption Date (as defined below) at their Early Redemption
     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 notice of redemption, in the form for the time
     being current, obtainable from the specified office of any Paying Agent
     (the "RELEVANT EVENT REDEMPTION NOTICE") together with the Certificate
     evidencing the Bonds to be redeemed by not later than 60 days following a
     Relevant Event, or, if later, 60 days following the date upon which notice
     thereof is given to Bondholders by the Issuer in accordance with Condition
     16. The "RELEVANT EVENT REDEMPTION DATE" shall be the 14th day after the
     expiry of such period of 60 days as referred to above.

     A Relevant Event Redemption Notice, once delivered, shall be irrevocable
     and the Issuer shall redeem the Bonds the subject of Relevant Event
     Redemption Notices delivered as aforesaid on the Relevant Event Redemption
     Date.

     The Trustee shall not be required to take any steps to ascertain whether a
     Relevant Event or any event which could lead to the occurrence of a
     Relevant Event has occurred and will not be responsible to Bondholders for
     any loss arising from any failure by it to do so.

     The Issuer shall give notice to Bondholders in accordance with Condition 16
     by not later than 14 days following the first day on which it becomes aware
     of the occurrence of a Relevant Event, which notice shall specify the
     procedure for exercise by holders of their rights to require redemption of
     the Bonds pursuant to this Condition and shall give brief details of the
     Relevant Event.

     A "RELEVANT EVENT" occurs:

     (i)  when the Shares cease to be listed or admitted to trading on the Hong
          Kong Stock Exchange; or

     (ii) when there is a Change of Control.

     For the purposes of this Condition 8(d):

     "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


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<PAGE>

     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 issued share capital.

     "PERSON" includes any individual, company, corporation, firm, partnership,
     joint venture, undertaking, association, organisation, trust, state or
     agency of a state (in each case whether or not being a separate legal
     entity) but does not include the Company's directors or any other governing
     board and does not include the Company's wholly-owned direct or indirect
     subsidiaries.

8.5  REDEMPTION AT THE OPTION OF THE BONDHOLDERS

     On 7 June 2009 (the "PUT OPTION DATE"), the holder of each Bond will have
     the right at such holder's option, to require the Issuer to redeem in whole
     but not in part of the Bonds of such holder on the Put Option Date at
     122.926 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 notice of
     redemption, in the then current form obtainable from the specified office
     of any Paying Agent (the "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) and the Issuer
     shall redeem the Bonds the subject of Put Exercise Notices delivered as
     aforesaid on the Put Option Date.

8.6  PURCHASES

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

8.7  CANCELLATION

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

8.8  REDEMPTION NOTICES

     All notices to Bondholders given by or on behalf of the Issuer pursuant to
     Condition 8(b) or (c) 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.


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<PAGE>

     No notice of redemption pursuant to Condition 8(b) or (c) 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).

9.   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 Bermuda, British Virgin Islands, 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:

     (a)  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 Hong Kong or British Virgin Islands) otherwise than
          merely by holding the Bond or by the receipt of amounts in respect of
          the Bond;

     (b)  (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;

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

     (d)  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
     (i) the date on which such payment first becomes due and (ii) 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.


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<PAGE>

10.  EVENTS OF DEFAULT

     The Trustee at its discretion may, and if so requested in writing by the
     holders of not less than 20 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 that the Bonds are, and they shall accordingly
     thereby become, immediately due and repayable at the Early Redemption
     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 6) if:

     (a)  a default is made for more than three business days (as defined in
          Condition 7(f)) in the payment of any principal or Early Redemption
          Amount due in respect of the Bonds;

     (b)  any failure by the Company to deliver Shares as and when the Shares
          are required to be delivered following conversion of Bonds or any Cash
          Settlement Amount;

     (c)  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 30 days
          after written notice of such default shall have been given to the
          Issuer or the Company (as the case may be) by the Trustee;

     (d)  the Issuer, the Company or any of the Material Subsidiaries 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 the
          Material Subsidiaries; an administrator or liquidator of the Issuer,
          the Company or any of the Material Subsidiaries or the whole or any
          material part of the assets and turnover of the Issuer, the Company or
          any of the Material Subsidiaries is appointed (or application for any
          such appointment is made;

     (e)  (i) any other present or future indebtedness (whether actual or
          contingent) of the Issuer, the Company or any of the Material
          Subsidiaries for or in respect of moneys borrowed or raised becomes,
          or becomes capable of being declared, 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 (ii) any such
          indebtedness is not paid when due or, as the case may be, within any
          applicable grace period, or (iii) the Issuer, the Company or any of
          the Material 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 (e)
          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


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<PAGE>

          amount becomes due and payable or is not paid under any such
          guarantees or indemnity;

     (f)  a distress, attachment, execution, seizure before judgment or other
          legal process is levied, enforced or sued out on or against any of the
          property, assets or turnover of the Issuer, the Company or any of the
          Material Subsidiaries and is not discharged or stayed within 30 days;

     (g)  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
          the Material Subsidiaries (except for a members' voluntary solvent
          winding-up), or the Issuer, the Company or any of the Material
          Subsidiaries ceases or threatens to cease to carry on all or
          substantially all of its business or operations and 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
          its Material Subsidiary, whereby the undertaking and assets of such
          Material Subsidiary are transferred to or otherwise vested in the
          Issuer, the Company or another of the Material Subsidiaries;

     (h)  an encumbrancer takes possession or an administrative or other
          receiver, manager, administrator or other similar officer is
          appointed, of the whole or any material part of the property, assets
          or turnover of the Issuer, the Company or any of the Material
          Subsidiaries (as the case may be) and is not discharged within 30
          days;

     (i)  (i) 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 the
          Material Subsidiaries; or (ii) the Issuer, the Company or any of the
          Material Subsidiaries is prevented from exercising control over all or
          any substantial part of its property, assets and turnover in the
          ordinary course of business;

     (j)  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 (i) to enable the Issuer lawfully to
          enter into, exercise its rights and perform and comply with its
          obligations under the Bonds and the Trust Deed, (ii) to ensure that
          those obligations are legally binding and enforceable and (iii) to
          make the Bonds and the Trust Deed admissible in evidence in the courts
          of Bermuda, British Virgin Islands or England is not taken, fulfilled
          or done;

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

     (l)  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.

     Notwithstanding receipt of any payment after the acceleration of the Bonds,
     a Bondholder may exercise its Conversion Right by depositing a Conversion
     Notice with a Conversion Agent or Paying Agent during the period from and
     including the date of a default notice with respect to an event specified
     in Condition 10(b) (at which time the Company will notify the Bondholders
     of the number of Shares per Bond to


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<PAGE>

     be delivered upon conversion, assuming all the then outstanding Bonds are
     converted) to and including the 30th business day after such payment.

     If any converting Bondholder deposits a Conversion Notice pursuant to this
     Condition 10 in the business day prior to, or during, a Closed Period, the
     Bondholder's Conversion Right shall continue until the business day
     following the last day of the Closed Period, which shall be deemed the
     Conversion Date, for the purposes of such Bondholder's exercise of its
     Conversion Right pursuant to this Condition 10.

     If the Conversion Right attached to any Bond is exercised pursuant to this
     Condition 10, the Company will deliver Shares (which number will be
     disclosed to such Bondholder as soon as practicable after the Conversion
     Notice is given) in accordance with the Conditions, except that the Company
     shall have 12 business days before it is required to register the
     converting Bondholder (or its designee) in its register of members as the
     owner of the number of Shares to be delivered pursuant to this Condition
     and an additional five business days from such registration date to make
     payment in accordance with the following paragraph.

     If the Conversion Right attached to any Bond is exercised pursuant to this
     Condition 10, the Company shall, at the request of the converting
     Bondholder, calculate and pay to such Bondholder an amount in Hong Kong
     dollars (the "DEFAULT CURE AMOUNT"), equal to the product of (x) (i) the
     number of Shares that are required to be delivered by the Company to
     satisfy the Conversion Right in relation to such converting Bondholder
     minus (ii) the number of Shares that are actually delivered by the Company
     pursuant to such Bondholders' Conversion Notice and (y) the Share Price (as
     defined below) on the Conversion Date; provided that if such Bondholder has
     received any payment under the Bonds pursuant to this Condition 10, the
     amount of such payment shall be deducted from the Default Cure Amount.

     "SHARE PRICE" means the closing price of the Shares as quoted by the Hong
     Kong Stock Exchange or, as the case may be, Alternative Stock Exchange on
     the Conversion Date or, if no reported sales take place on such date, the
     average of the reported closing bid and offered prices, in either case as
     reported by the Hong Kong Stock Exchange or other applicable securities
     exchange on which the Shares are listed for such day as furnished by a
     reputable and independent broker-dealer selected from time to time by the
     Trustee at the expense of the Company for such purpose.

11.  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 9) in respect thereof.

12.  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 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 20 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 or the Company
     unless the Trustee,


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<PAGE>

     having become bound to do so, fails to do so within a reasonable period and
     such failure shall be continuing.

13.  MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

13.1 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, premium, or default interest (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, or (v) 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 time
     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.

13.2 MODIFICATION AND WAIVER

     The Trustee may agree, without the consent of the Bondholders, to (i) any
     modification (except as mentioned in Condition 13(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.

13.3 INTERESTS OF BONDHOLDERS

     In connection with the exercise of its functions (including but not limited
     to those in relation to any proposed modification, authorisation or waiver)
     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 9 and/or any undertakings given in
     addition thereto or in substitution therefor pursuant to the Trust Deed.


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<PAGE>

     In the event of the passing of an Extraordinary Resolution in accordance
     with Condition 13(a), a modification, waiver or authorisation in accordance
     with Condition 13(b), the Issuer will procure that (i) the Bondholders be
     notified in accordance with Condition 16; (ii) the Singapore Exchange
     Securities Trading Limited be notified; and (iii) all relevant requirements
     of the Singapore Exchange Securities Trading Limited be complied with
     (including the preparation of any supplemental listing particulars, if
     necessary).

14.  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.

15.  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.

16.  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 or published in a leading newspaper having general circulation in
     Hong Kong (which is expected to be South China Morning Post) or, if such
     publication shall not be practicable, in an English language newspaper of
     general circulation in Asia. Any such notice shall be deemed to have been
     given on the later of the date of such publication or, if published more
     than once, on the first date on which publication is made.

17.  AGENTS

     The names of the initial Agents and the Registrar and their specified
     offices are set out below. Each of the Issuer and the Company reserves 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 with a
     specified office in a European Union member state that will not be obliged
     to withhold or deduct tax pursuant to any European Directive on the
     taxation of savings implementing the provisions of the ECOFIN Council
     Meeting of 26th-27th November 2000 or any law implementing or complying
     with, or introduced in order to conform, to such Directive, and (c) a
     Registrar which will maintain the register of Bondholders outside Hong Kong
     and the United Kingdom. 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.

     The Issuer shall also promptly notify the Singapore Exchange Securities
     Trading Limited any termination, appointment or changes as described in
     this Condition 17.


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<PAGE>

18.  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 and the Company and any entity related to the Issuer and
     the Company without accounting for any profit.

     The Trustee may rely without liability to Boldholders on any certificate
     prepared by the directors of the Company and accompanied by a certificate
     or report prepared by an internationally recognized firm of accountants
     pursuant to these Conditions and/or the Trust Deed, whether or not
     addressed to the Trustee and whether or not the internationally recognized
     form of accountants' 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 these Conditions; and
     such certificate or report shall be conclusive and binding on the Issuer,
     the Company, the Trustee and the Boldholders.

19.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     No person shall have any right to enforce any term or condition of the
     Bonds or any provision of the Trust Deed under the Contracts (Rights of
     Third Parties) Act 1999.

20.  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 and Wales. 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 at
     100 New Bridge Street, EC4V 6JA, England as its agent for service of
     process in England.


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<PAGE>

                 PRINCIPAL PAYING, CONVERSION AND TRANSFER AGENT

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

                                    REGISTRAR

                              The Bank of New York,
                       101 Barclay Street, 21st Floor West
                               New York, NY 10286
                            United States of America

                                     TRUSTEE

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


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<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 (having identifying numbers [_____])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.

(iii) This form and certificate of transfer should be dated as of the date it is
     deposited with the relevant Transfer Agent.

(iv) The transferor will be deemed to have represented, acknowledged and agreed
     that any Bond or beneficial interest therein, or any Shares issued upon
     conversion of the Bonds may be sold, pledged or otherwise transferred only:

     (a)  in an offshore transaction meeting the requirements of Rule 903 or 904
          of Regulation S;

     (b)  pursuant to an exemption from registration under the Securities Act,
          if available; or

     (c)  pursuant to an effective registration statement under the Securities
          Act, and in each of cases (b) and (c), in accordance with applicable
          securities laws of the states of the United States.


                                                                              81
<PAGE>

                                   SCHEDULE 2
                           FORM OF GLOBAL CERTIFICATE

                                                              ISIN: XS0254267890
                                                          Common Code: 025426789

                        BRILLIANCE CHINA FINANCE LIMITED
         (INCORPORATED WITH LIMITED LIABILITY IN BRITISH VIRGIN ISLANDS)
                        [US$182,678,000]/[US$30,000,000]*
                ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2011
                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

THE BONDS EVIDENCED HEREBY (THE "BONDS") OR THE SHARES OF BRILLIANCE CHINA
AUTOMOTIVE HOLDINGS LIMITED (THE "COMPANY") ISSUABLE UPON CONVERSION OF THE
BONDS (THE "SHARES") HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE
COMMENCEMENT OF THE OFFERING OF THE BONDS AND THE LATEST CLOSING DATE (THE
"DISTRIBUTION COMPLIANCE PERIOD"), THE BONDS AND THE SHARES ISSUABLE UPON
CONVERSION OF THE BONDS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED TO ANY US PERSON OUTSIDE THE UNITED STATES OR ANY PERSON IN THE
UNITED STATES. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE BONDS
EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING AND
FOLLOWING RESTRICTIONS. THIS LEGEND WILL NO LONGER BE EFFECTIVE AFTER THE END OF
THE DISTRIBUTION COMPLIANCE PERIOD, AFTER WHICH THE BONDS EVIDENCED HEREBY AND
THE SHARES ISSUABLE UPON CONVERSION OF THE BONDS WILL NO LONGER BE SUBJECT TO
THE RESTRICTIONS SET FORTH IN THIS LEGEND, PROVIDED THAT AT SUCH TIME AND
THEREAFTER THE OFFER OR SALE OF THE BONDS EVIDENCED HEREBY OR THE SHARES
ISSUABLE UPON CONVERSION OF THE BONDS WOULD NOT BE RESTRICTED UNDER ANY
APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF THE STATES OR TERRITORIES
OR JURISDICTIONS OF THE UNITED STATES.

                               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 Finance Limited (the "ISSUER").

The Issuer hereby certifies that The Bank of New York Depository (Nominees)
Limited is, at the date hereof, entered in the register of Bondholders as the
holder of Bonds in the principal amount of [US$182,678,000]/[US$30,000,000] 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.


                                                                              82
<PAGE>

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 [7 June 2006] and made between
the Issuer, Brilliance China Automotive Holdings Limited (the "COMPANY") and The
Bank of New York, London branch as trustee (the "TRUSTEE") and are subject to,
and have the benefit of, the Trust Deed and the terms and conditions (the
"CONDITIONS" or the "TERMS & 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$0.01 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
(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 will at its own expense cause sufficient
individual Definitive Certificates to be executed and delivered to the Registrar
for completion, authentication and dispatch to all Bondholders. 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 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 registered 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$1,000 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 by the Issuer will be effected by a reduction in the principal amount
of the Bonds in the register of Bondholders.


                                                                              83
<PAGE>

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, to
the extent it considers it appropriate to do so in the circumstances but without
being obliged to do so, (a) have regard to any information as may have been made
available to it by or on behalf of the relevant clearing system or its operator
as to the identity of its accountholders (either individually or by way of
category) with entitlements in respect of the Bonds and (b) may consider such
interests on the basis that such accountholders were the holders of the Bonds in
respect of which this Global Certificate is issued.

CONVERSION

Subject to the requirements of Euroclear and Clearstream (or any Alternative
Clearing System), the Conversion Right attaching to a Bond in respect of which
this Global Certificate is issued, may be exercised by the presentation (which
may be by facsimile transmission) thereof 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 such Bond. Deposit of this Global Certificate
with the Principal Agent together with the relevant Conversion Notice(s) 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 falls 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.

NOTICES

So long as the Bonds are represented by this Global Certificate and this Global
Certificate is held on behalf of Euroclear or Clearstream or the Alternative
Clearing System, notices to Bondholders may be given by delivery of the relevant
notice to Euroclear or Clearstream or the Alternative Clearing System, for
communication by it to entitled accountholders in substitution for notification
as required by the Conditions.

BONDHOLDER'S REDEMPTION

The Bondholders' redemption option in Conditions 8(d) and 8(e) may be exercised
by the holder of this Global Certificate giving notice (which may be made by
facsimile transmission) 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
those Conditions.

REGISTRATION OF TITLE

Certificates in definitive form for individual holdings of Bonds will not be
issued in exchange for interests in Bonds in respect of which this Global
Certificate is issued, except if either Euroclear or Clearstream (or any
Alternative Clearing System 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.

TRANSFERS

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


                                                                              84
<PAGE>

ENFORCEMENT

For all purposes other than with respect to the payment of principal and premium
(if any) on the Bonds in respect of which the Global Certificate is issued, each
person who is for the time being shown in the records of Euroclear or
Clearstream as the holder of a particular principal amount of such Bonds (in
which regard any certificate or other document issued by Euroclear or
Clearstream as to the principal amount of Bonds represented by a Global
Certificate standing to the account of any person shall be conclusive and
binding for all purposes) shall be recognised as (i) the holder of such
principal amount of Bonds and (ii), to the extent of such principal amount, as
if he was himself the holder of the Bonds in such principal amount.

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 7 June 2006

BRILLIANCE CHINA FINANCE LIMITED


By:
    ---------------------------------
    Director/Authorised Signatory

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:
       ------------------------------

*    A separate Global Certificate will be issued if the Optional Bonds are
     issued.


                                                                              85
<PAGE>

                                   SCHEDULE A

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

The following increases/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 Rights attaching to Bonds or (ii) redemption of Bonds
or (iii) issue of Definitive Certificates in respect of the Bonds or (iv)
purchase and cancellation of the Bonds or (v) issue of Definitive Certificates
in respect of the Bonds:

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


                                                                              86
<PAGE>

                 PRINCIPAL PAYING, CONVERSION AND TRANSFER AGENT

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

                                   REGISTRAR

                              The Bank of New York,
                       101 Barclay Street, 21st Floor West
                               New York, NY 10286
                            United States of America

                                     TRUSTEE

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


                                                                              87

<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:

<TABLE>
<CAPTION>
                               Name, address and account for
Principal Amount transferred       payments of transferee
----------------------------   -----------------------------
<S>                            <C>

</TABLE>


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.

(iii) This form and certificate of transfer should be dated as of the date it is
     deposited with the relevant Transfer Agent.

(iv) The transferor will be deemed to have represented, acknowledged and agreed
     that any Bond or beneficial interest therein, or any Shares issued upon
     conversion of the Bonds may be sold, pledged or otherwise transferred only:

     (a)  in an offshore transaction meeting the requirements of Rule 903 or 904
          of Regulation S;

     (b)  pursuant to an exemption from registration under the Securities Act,
          if available; or

     (c)  pursuant to an effective registration statement under the Securities
          Act, and in each of cases (b) and (c), in accordance with applicable
          securities laws of the states of the United States.


                                                                              88
<PAGE>

                                   SCHEDULE 3
                     PROVISIONS FOR MEETINGS OF BONDHOLDERS

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 (if applicable) 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 48 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.

1.4  "BLOCK VOTING INSTRUCTION" shall mean a document in the English language
     issued by the Principal Agent and dated, in which:

     (a)  it is certified that Bonds are registered in the books and records
          maintained by the Registrar in the names of specified registered
          holders;

     (b)  it is certified that each holder of such Bonds or a duly authorised
          agent on his or its behalf has instructed the Principal Agent that the
          vote(s) attributable to his or its Bonds so deposited or registered
          should be cast in a particular way in relation to the resolution or
          resolutions to be put to such meeting or any adjournment thereof and
          that all such instructions are, during the period of 48 hours prior to
          the time for which such meeting or adjourned meeting is convened,
          neither revocable nor subject to amendment but without prejudice to
          the provisions of paragraph 1.4 above;

     (c)  the total number and the identifying numbers of the Bonds so
          registered are listed, distinguishing with regard to each such
          resolution between those in respect of which instructions have been
          given as aforesaid that the votes attributable thereto should be cast
          in favour of the resolution and those in respect of which instructions
          have been so given that the votes attributable thereto should be cast
          against the resolution; and

     (d)  any person named in such document (hereinafter called a "PROXY") is
          authorised and instructed by the Principal Agent to cast the votes
          attributable to the Bonds so listed in accordance with the
          instructions referred to in (b) and (c) above as set out in such
          document.

1.5  Block voting instructions and forms of proxy shall be valid for so long as
     the relevant Bonds shall be duly registered in the name(s) of the
     registered holder(s) certified in the block voting instruction or, in the
     case of a form of proxy, in the name of the appointor but not otherwise and
     notwithstanding any other provision of this Schedule and during the
     validity thereof the proxy shall, for all purposes in connection with any
     meeting of holders of Bonds, be deemed to be the holder of the Bonds of the
     relevant Series to which such block voting instructions or form of proxy
     relates.


                                                                              89
<PAGE>

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 to convene
     a meeting of 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 them
     to be chairman, failing which, the Issuer, may appoint the 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 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


                                                                              90
<PAGE>

     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.

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:

(a)  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


                                                                              91
<PAGE>

     Bondholders against the Issuer or the Company whether or not
     such rights arise under this Trust Deed;

(b)  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;

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

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

(e)  to give any authority, direction or sanction required to be given by
     Extraordinary Resolution;

(f)  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;

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

(h)  to approve a proposed new Trustee and to remove a Trustee; and

(i)  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:

     (i)  modifying the due date for any payment in respect of the Bonds; or

     (ii) reducing or cancelling the amount of principal, premium (including any
          Early Redemption Amount) or Equivalent Amount or the rate of default
          interest payable in respect of the Bonds or changing the method of
          calculation of the Early Redemption Amount; or

     (iii) changing the currency of payment of the Bonds; or

     (iv) modifying or cancelling the Conversion Rights or the options specified
          in Condition 8(b), 8(d) or 8(e); or

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

     (vi) 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 at such meeting.

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


                                                                              92
<PAGE>

     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 and delivered as a deed on
the date stated at the beginning.


The COMMON SEAL of                  )
BRILLIANCE CHINA FINANCE LIMITED    )   /s/ Ng Siu On
was affixed to this Trust Deed      )   ----------------------------------------
in the presence of:                 )


The COMMON SEAL of                  )
BRILLIANCE CHINA AUTOMOTIVE         )   /s/ Wu Xiao An
HOLDINGS LIMITED                    )   ----------------------------------------
was affixed to this Trust Deed      )
in the presence of:                 )


THE BANK OF NEW YORK,               )   /s/ Kenneth Cheong
LONDON BRANCH                       )   ----------------------------------------


By:                                 )
    --------------------------------


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