The company herein and the board of the company undertake that the content of the declaration is true, accurate ,complete without false recordation ,misleading statement or significant careless omission .

I The general condition about the lawsuit case accepted.

The branch of Xingye bank in Guangzhou appealed to the High People Court the company (case No.2006 yue High Court People II the first word No.1),to request court to judge to release Xingye from the related contract Xingye signed with the company, to request the company to refund ,including original loan and interests as well as interest fined ,totalling 227,125,929.36RMB ,and bear all the cost the bank spent for the purpose of creditor's right. The branch of Pudong development -Guangzhou Liuhua bank appealedto the Guangzhou Middle People Court the company ,Northwest yaao Information and Technique Co.,Ltd and Zhangyuming (case No.2006 yue High Court People II the first word No.1),requesting the court to order the company to refund ,pay interest as well as the lawyer rate spent by the prosecuter for the purpose of creditor's right ,totalling 30,660,000RMB,guarantor -Northwest Yaao Information and technique Co.,Ltd and Zhangyuming bear the related responsibility of discharging .

II The general condition of the case .

The company herein never handle ,occupy ,use the loan mentioned in the case above,the case above is suspected to be crime of false pretences of loan.The suspect has been arrested by the approval of Shenzhen People Inspection Institute on Mar.1th,2005, and has been trialed two times in open court by Shenzhen Middle People Court of Guangdong Province on Apr.25th ,2006 and May 11th.The first time verdict from Shenzhen Middle People Court in August 2007 is as following : The defendant Zhangyuming is judged to commit false pretences of loan and false pretences of contract,sentenced to be life imprisonment ,deprived of life time political right ,and the whole private property is confiscated ;The defendant Tianqiwei is judged to commit false pretences of loan and false pretences of contract ,sentenced to be set term of imprisonment 17years,fined 30,000RMB ;The defendant Lizhenhai is judged to commit false pretences of loan ,sentenced to be set term of imprisonment 15years,fined 20,000RMB;The defendant Cuishoxian is judged to commit false pretences of loan ,sentenced to be set term of imprisonment 6years,fined 10,000RMB. For the case about the branch of Xingye bank in Guangzhou prosecuting the company for loan,in Sep.26th 2006 the High People Court of Guandong Province commisioned the Material Evidence Identifying center of Public Security Ministry to identify ,the result of identifying proved that all informations connected with the 225,000,000RMB loan are forged, including contract, due bill of the loan, data for applying for opening an account,data for request a loan,project contract,the offical stamp on the letter, the specified financial stamp ,and seal. 《 The decision of the board 》 in the so-called "data for requesting a loan" as well as the signature of director are all forged,all loan connected with the case is never put in the account of the company ,the company never handle, occupy , use the loan herein . For the case about the branch of Pudong development -Guangzhou Liuhua bank prosecuting company for loan,on Dec.15th ,2005 Guangzhou Middle People Court commisioned the Material Evidence Identifying center of Public Security to identify ,the application letter for opening an account,the application letter for canceling account,the information letter for seal,the original copy of the seal card,as well as the specified financial stamp of "shenzhen Airport Co.,Ltd” (1) are all false,the capital connected with the case is never put in account of the company.

III Condition for trial

As to the case about the branch of Xingye bank in Guangzhou prosecuting the company for loan,on Dec.19th ,2005 the High People Court of Guangdong province declared the civil judging letter to end the lawsuit of this case .It is considered by the High People Court of Guangdong province that the fact that Cuishaoxian and others being suspected to commit crime through the use of loan contract in this case has a direct effect on the trial of loan case in this case .On June 27th ,2006 the case is resumed to be trialed openly .the judgement is pending .

As to the case about the branch of Pudong development -Guangzhou Liuhua bank prosecuting the company for loan,on May 12th ,2006 the High People Court of Guangdong province declared the civil judging letter to end the lawsuit of this case .It is considered by Guangzhou Middle People Court that the confirmation for related fact from the criminal case that Cuishaoxian and others being suspected to commit crime has a direct effect on the trial of the loan case in this case.The case should be resumed for trial after the related fact of this crimial case is confirmed that Cusishaoxian and others are suspected to commit crime.The trial is pending .

Iv If there are any other lawsuit and arbitrage undisclosed?

None.

IIV The possible effect from the case on the current period profit and later period profit.

For the company never handle, occupy ,use the loan hereabove,according to the suggestion from the perennial barrister and specified barrister engaged by the company,the personal onduct of Cuishaoxian being suspected to commit false pretences of loan has no relation with the company.The company does and did not pre-withdraw or got into debt because of these two case lawsuit.The trail of the case is pending ,result is based on the verdict of the cour

The Board of Shenzhen Airport Co. Ltd

18 September 2007

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