The Exposition About Joint Venture Seeking SharesBy Xin An Jiang International Hotel Chapter 1 Some Terms and Their Explanations

The following abbreviations do not make fresh meanings in this Exposition, but they have their own especially designative ones as follow: The Company: Jiande City East China Urban Construction Investment Co., Ltd. The Project: Xin An Jiang International Hotel The City: Jiande city in Zhejiang province The investors: The corporations who provide funds in the form of buying shares in The Project Capital: The Project is invested with cash payment Yuan: Renmingbi (RMB)

Chapter 2 Capital Raising Plan for Joint Venture

A Capital Raising Plan for Joint Venture The Company, as The Project’s legal owner, was founded on August 21, 2001. The Company is planning to do capital raising work for joint venture in order to further optimize The Project’s investment structure, reinforce the capital strength and meet The Project’s needs of its construction and operation. The Company is the initiator of the capital-raising plan for joint venture and plans to invite Yuan 4 hundred millions of the project capital. It will not provide Yuan 0.1 billion of capital for the project until the project’s net assets are legally evaluated. The insufficient capital will be made up with cash payment. The company will hold shares of Yuan 1 hundred million which make up 25 per cent of the total shares. Each share is worth one Yuan. The company is planning to invite shares (one yuan for each share) of Yuan 3 hundred millions from other investors, which make up 75 per cent of the total shares. The details are seen in the following form: INVESTORS TOTAL CAPITAL (Hundred million) SHARES (Hundred million) PERCENTAGE OF TOTAL SHARES (%) Jiande City East China Urban Construction Investment Co., Ltd. 1 1 25 New Shareholders to be invited this time 3 3 75 Total 4 4 100 B The Investors’ Qualifications for Buying Shares All the corporate bodies at home and abroad, that are in accordance with “The Company Law By People’s Republic of China” and “Chinese-Foreign Joint Venture Law By People’s Republic of China” and also have their cooperation intentions with the company, will be considered as being qualified. C Matters Relating to Buying Shares The buying unit of this capital invited for joint venture will be 1 hundred million of shares. The minimum buying amount for each investor shall be at least one buying unit. The buying time will begin on August 28, 2004 and end on December 28, 2004. The company reserves the right to extend or shorten the buying time by relying on the situations occurred. Examined and approved by the city’s Industry and Commerce Administration Bureau, the qualified investors will be able to sign the “Joint Venture Agreement” with the company and pay the agreed share capital. The practical steps are as follows: The investors are kindly required to fill out “Letter of Intent of Buying Shares”, which should be sent to the company by fax or by express delivery together with your company’s Brief Introduction and the registered documents. The company provides the investors with the project’s relative materials and some necessary explanations. The company will negotiate the future joint venture operation with the investors and sign “Joint Venture Operation agreement”. Go through the registration procedures of joint venture and other procedures relating to the project; the agreed parties pay their affirmed capital and set up a new corporate body for the project according to “Joint Venture Operation agreement”. The contacted persons and their phone numbers are as follows: Huang XunfengTel.: 86-013905890908 Fax: 86-579-7115248 Shi JianningTel.: 86-013605892055 Fax: 86-579-7142398 Hu GaomingTel.: 86-013819931618 86-013957189290

Chapter 3 Project Introduction

A Project Background The project belongs to Jiande city in Zhejiang province. The city is located in the western part of Zhejiang province. It is not only bounded on the east by Hangzhou city but also bounded on the west by Huang Shan. Both Fuchun River and Xin An Jiang River run through it. The city is under the command of Hangzhou city. The administrative division area covers 2321 square km and the city has a total population of 514000 people. The city government location is stationed in the Xin An Jiang Street. The land and water communication is convenient within the boundaries of this city. Now there are 320 and 330 State Highways passing by the city. Once the Hangzhou/Thousand Island Lake Expressway is open to the traffic, it will become the most convenient passageway from Hangzhou to Thousand Island Lake. The driving time between Hangzhou and Thousand Island Lake will be reduced to one hour. The city is a tourist city famous for the beautiful landscape and is rich in tourist resources. The city is one of the first 44 major places of interest announced by State Council. The city is famous to the world for the charming landscape of “Clear Water and Mystic Mountains” and the historic places of interest with distinguished people. The city is a bright pearl along the West Lake-Xin An Jiang and Thousand Island Lake- Huang Shan itinerary lines, named as a “China Excellent Tourist City” by State Tourism Administration Bureau. Xin An Jiang hydropower station is about one hundred meters high. The water that flows out under its dam is running east round Xin An Jiang city proper and its temperature remains 14℃-17℃ in the whole year round. The city is not only an ideal place for sightseeing, vacation, recuperation but a summer resort as well. Its transportation is convenient and a continuous flow of visitors comes for sightseeing throughout the year. In 2002, the total income from tourist industry amounted to Yuan 840,000,000. Tourist industry is one of the important industries in the city. As a result of many years’ trials and hardships, the old city’s construction has already become a bottleneck to the economic development. There is still not a high efficient, symbolic and modern public place with an integration of vacation, conference, show, entertainment and rest. According to the tourism west development plan by Hangzhou city, the development strategy of making Xin An Jiang a tourist distributing center and the target of “a big change on city construction within 3 years, reconstruction of another Xin An Jiang within 5 years and setting-up of the first-class tourist city of mountains and waters in Zhejiang province within 10 years” put forward by Jiande municipal government, the company plans to build up a five-star tourism hotel with an integration of vacation, entertainment, business and rest in the city center under the support of local government and in combination with the reconstruction plan of the city proper. B Project Information The company signed an agreement on the project’s investment and construction with the local government on July 28, 2002. The project approval was gained on July 23, 2003 and it was classified as one of important construction projects for the present session of local government, written in the government report of 13th People’s Congress of this city. Under the strong support of local government, “Preliminary Suggestions of the Project Land Use”, “Suggestions of Construction Project location”, “License of Construction Land Plan”, “ Design Conditions of Construction Land Plan”, “Bargain Confirmation of State Own Land Use Right” and “Project’s Temporary Construction License” have been obtained early or late by the closing date when this document is written. A partial pulling-down has been finished and a partial construction has begun. The project is located in the center of the city proper, including hotel building, its skirting structure, auxiliary houses, “SOHO” office building, underground exhibition center and a large garden landscape green belt. The land use area covers 14328 square meters and the construction area about 50000 square meters. It is designed to have 314 hotel rooms, including one presidential suite, 40 luxury suites, 273 high standard rooms, 2 restaurants, 1 large meeting hall holding 300 persons, 2 conference/exhibition rooms each holding 200 persons (multi-function rooms), 1 exhibition hall of 500 square meters holding 1000 persons. The total planned capital investment will amount to Yuan 4 hundred millions and the construction time will be 3 years. The project will surely become the sole five-star hotel and meeting center after being constructed.

Chapter 4 The Company’s introduction

A Basic Information The Company’s Name: Jiande City East China Urban Construction Investment Co., Ltd. Legal Representative: Huang Xunfeng Registration Address: No.2 Jiangbin Road, Xin An Jiang, Jiande city. Postal Code: 311600 B Stockholders’ Information The company is jointly invested and set up by Zhejiang Weier Trade & Industry Co., Ltd. and Shanghai Property Management Co., Ltd. under Economic Association. Zhejiang Weier Trade & Industry Co. Ltd holds 90 percent of the company’s capital stock. Weier’s registration address is in China Hardware City (Yong Kang) and Weier’s operation areas are involved in 8 trades such as traditional retail commerce, real estate development, hardware-made products, import & export, future agent, waste recovery, fireworks and crackers and agricultural tools. As far as the regions are concerned, Weier’s operation can be found over Yongkang, Beijing, Hangzhou, Shanghai, Ganzhou in Jiangxi province and Jiande in Zhejiang Province and so on. Weier admires the industry spirit of “aim too high but practical, reserves rich but thinking of surpassing, intelligent but loyal, vigilant in peace time”. Based on the operation concept of “quality as life, credit as base, management as uppermost, service as aim, invention as the head rope, efficiency as the core, contribution to the people and loyal to the motherland”, Weier is sincere to make friends at home and abroad and to have a wide cooperation and the best service in order to gain the double wins of social and economic benefits. C The Company’s Introduction The company was founded on August 21, 2002. Its registered capital was Yuan 80,000,000. The legal Representative and President: Huang Xunfeng; General Manager: Liang Xiongchang, Honorary President: Yu Rangen. The company has gained AA credential for real estate development. The company’s top personnel is seen below: Department Name Post Education Level Major Title   Huang Xunfeng President Middle School Economy management Economist   Yu Rangen Honorary President Postgraduate Real Estate Economy Economist   Liang Xiongchang General Manager Middle School Economy management     Cen Junbao Deputy General Manager College Economy management     Xu Minying DGM/Financial Controller College Finance & Accounting Certified Accountant Office Sun Linsheng Director College Economy management Statistician Engineering Ren Zhongyuan Manager University Industry & Housing Construction Engineer Technology Hu Gaoming Manager University Industry & Housing Construction Engineer Sales Li Jiancheng Manager College Price Control Economist Appendix: Buying Letter of Intent Jiande City East China Urban Construction Investment Co., Ltd.: We have read “The Exposition About Joint Venture Seeking Shares By Xin An Jiang International Hotel” sent by your company on August 28th, 2004 and known the details about it. Approved by our Directors of Board, we are willing to jointly run Xin An Jiang International Hotel together with your company and planning to provide the capital of Yuan______________________________________(capitalized letters)----------------___________________(Arabic numbers). Now we are sending you our company’s introduction, registration documents and our Board’s resolution. You are kindly requested to check them and arrange for the future negotiation. Investor (stamp):             Legal representative (or authorized agent): Date:       Contact person:       Tel.:       Fax:       Address: