Build King Holdings Limited — Proxy Solicitation & Information Statement 2004

Jun 30, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in I-China Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

I-CHINA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

PROPOSALS FOR SHARE CONSOLIDATION AND CHANGE OF COMPANY NAME

A notice convening the SGM of I-China Holdings Limited to be held at The Constable Room, 1st Floor, InterContinental Grand Stanford Hotel, 70 Mody Road, Tsimshatsui East, Kowloon Hong Kong on Friday, 23rd July, 2004 at 3:00 p.m. is set out on pages 8 to 9 of this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Progressive Registration Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjourned meeting if they so wish.

30th June, 2004

CONTENTS

	Page
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Reasons for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Listing and dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Adjustment of Conversion Prices of Preference Shares . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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2004

EXPECTED TIMETABLE

The expected timetable of the proposed Share Consolidation is as follows:—

Latest time for lodging forms of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m., Wednesday, 21st July, 2004 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m., Friday, 23rd July, 2004 Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . Monday, 26th July, 2004 Existing counter for trading in Shares in board lots of 20,000 Shares closes . . . . . . . . . . . . . . .9:30 a.m., Monday, 26th July, 2004 Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . .9:30 a.m., Monday, 26th July, 2004 First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday , 26th July, 2004 Existing counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m., Monday, 9th August, 2004 Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m., Monday, 9th August, 2004 First day of operation of odd lot trading facility . . . . . . . . . . . . . . . Monday, 9th August, 2004 Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m., Monday, 30th August, 2004

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EXPECTED TIMETABLE

2004

Parallel trading in Consolidated Shares

• (in the form of new share certificates

and existing share certificates) ends . . . . . . . . . . . . . 4:00 p.m., Monday, 30th August, 2004

Last day of operation of odd lot trading facility . . . . . . . . . . . . . . Monday, 30th August, 2004

Last day for free exchange of existing share

• certificates for new share certificates

for the Consolidated Shares . . . . . . . . . . . . . . . . .4:00 p.m., Thursday, 2nd September, 2004

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Board”	the board of Directors;
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC;
“Company”	I-China Holdings Limited, a company incorporated in
	Bermuda with limited liability, which shares are listed on
	the Stock Exchange;
“Consolidated Share(s)”	ordinary share(s) of HK$0.1 each;
“Directors”	the directors of the Company appointed from time to time;
“HKSCC”	Hong Kong Securities Clearing Company Limited;
“Latest Practicable Date”	25th June, 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained therein;
“Preference Shares”	preference shares of HK$0.01 each issued by the Company
	which are convertible into Shares;
“Registrars”	the branch share registrars of the Company in Hong Kong,
	Progressive Registration Limited, at G/F., Bank of East Asia
	Harbour View Centre, 56 Gloucester Road, Wanchai, Hong
	Kong;
“SGM”	the special general meeting of the Company which will be
	held at The Constable Room, 1st Floor, InterContinental
	Grand Stanford Hotel, 70 Mody Road, Tsimshatsui,
	Kowloon, Hong Kong on 23rd July, 2004 at 3:00 p.m. for
	Shareholders to consider and to approve the Share
	Consolidation and the change of the Company’s name;
“Shares”	ordinary shares of HK$0.01 each in the capital of the
	Company;
“Share Consolidation”	a share consolidation which will be made on the basis that
	every ten Shares will be consolidated into one Consolidated
	Share;
“Shareholders”	shareholders of the Company; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

I-CHINA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

Directors: Zen Wei Peu, Derek (Chairman) Yu Sai Yen (Vice Chairman) Chow Ming Kuen, Joseph[] Ng Chi Ming, James[]

Registered Office:

Argyle House 41A Cedar Avenue Hamilton HM12 Bermuda

• Independent Non-Executive Director

Principal Place of Business: Units 1001-1015, 10th Floor Tower 1, Grand Central Plaza 138 Shatin Rural Committee Road Shatin, New Territories Hong Kong

30th June, 2004

To the Shareholders

Dear Sir and Madam,

PROPOSALS FOR SHARE CONSOLIDATION AND CHANGE OF COMPANY NAME

INTRODUCTION

In an announcement dated 18th June, 2004, the Directors announced that a proposal for Share Consolidation and a change of the Company’s name would be put forward to Shareholders for approval. The purpose of this circular is to give you further information regarding the Share Consolidation and the change of the Company’s name and to give notice to Shareholders of the SGM at which an ordinary resolution will be proposed to approve the Share Consolidation and a special resolution will be proposed to approve the change of the Company’s name.

PROPOSED SHARE CONSOLIDATION

It is proposed that every ten Shares in the issued and unissued share capital of the Company will be consolidated into one Consolidated Share.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there were 7,814,084,941 Shares (and 1,500,000,000 Preference Shares) in issue. On the basis of such issued share capital and assuming no further Shares will be issued prior to the SGM, there will be 781,408,494 Consolidated Shares in issue following the Share Consolidation becoming effective. The authorised share capital of the Company after the Share Consolidation will remain at HK$200,000,000.

Fractional entitlements of Consolidated Shares will be aggregated and sold for the benefit of the Company.

The present board lot is 20,000 Shares. The Consolidated Shares will be traded in board lots of 10,000 Consolidated Shares. The Consolidated Shares will rank equal in all respects with each other.

REASONS FOR THE SHARE CONSOLIDATION

The Board believes that the Share Consolidation is beneficial to the Company and its Shareholders as a whole as the transaction costs for dealings in the Shares will be reduced. In addition, the Share Consolidation will increase the nominal value of the Shares and the trading price of the Shares on the Stock Exchange, and which may attract more investors, thereby extending the Company’s shareholders base. As such, it is in the best interests of the Company and the Shareholders as a whole. The Board also believes that the Share Consolidation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of related expenses.

CONDITIONS

The Share Consolidation will be conditional upon:—

• (i) the passing of an ordinary resolution approving the Share Consolidation by the Shareholders at the SGM;

• (ii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consolidated Shares; and

• (iii) the approval of the relevant authorities, if required.

LISTING AND DEALING

Application will be made to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Consolidated Shares.

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LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealing in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading date is required to take place in CCASS in the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Subject to the Share Consolidation becoming effective, dealings in Consolidated Shares are expected to commence on 26th July, 2004 and it is proposed that arrangements for dealings in the Consolidated Shares will be as follows:—

• (i) From 26th July, 2004, the original counter for trading in Shares in board lots of 20,000 Shares will be temporarily removed. A temporary counter, for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares represented by 20,000 Shares in the form of the existing certificate(s) for the Shares will be established. Existing certificates for all the Shares will be deemed to be certificates representing one-tenth of the number of shares represented by such certificates (subject to fractional entitlements) and will be effective as documents of title, valid for settlement and delivery for trading transacted from 26th July, 2004 to 30th August, 2004. Existing certificates for Shares can only be traded at the temporary counter;

• (ii) With effect from 9th August, 2004, the original counter will be reopened for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares. Only certificates for Consolidated Shares (in the form of new certificates) can be traded at this counter;

• (iii) During the period from 9th August, 2004 to 30th August, 2004 (both dates inclusive), parallel trading will be permitted at the above two counters;

• (iv) The temporary counter for trading in share certificates in board lots of 2,000 Consolidated Shares (in the form of the existing certificates) will be withdrawn after the close of trading on 30th August, 2004 and thereafter trading will only be in Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new certificates). Existing certificates for Shares will only be valid for delivery and settlement in respect of dealings for the period up to and including 30th August, 2004 and thereafter will not be acceptable for delivery and settlement purposes. However, valid certificates for Shares will continue to be good evidence of legal title to the Consolidated Shares on the basis of ten Shares for one Consolidated Share and may be exchanged for new share certificates) for Consolidated Shares at the Registrars at any time.

— 4 —

LETTER FROM THE BOARD

Subject to the conditions of the Share Consolidation being fulfilled, Shareholders may submit their certificates for Shares (in green colour) to the Registrars in exchange for certificates for Consolidated Shares (in blue colour) (on the basis of one Consolidated Share for every ten Shares) free of charge at the Registrars’ office at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong during business hours from 26th July, 2004 up to and including 2nd September, 2004. Thereafter, existing certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each new certificate issued for Consolidated Shares. Unless otherwise instructed, new share certificates will be issued in board lots of 10,000 Consolidated Shares. It is expected that new certificates for Consolidated Shares will be available for collection within 10 business days from the date of submission of existing certificates for Shares to the Registrars for exchange.

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares, the Company has agreed to procure an agent to arrange to match the sales and purchases of odd lots of the Consolidated Shares to Shareholders who become holders of odd lots as a direct consequence of the Share Consolidation. Holders of odd lots of Consolidated Shares who wish to take advantage of this facility should contact Mr. Paul Leung of Quam Securities Limited at Room 3308, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong at telephone number: (852) 2847 2239 from 9th August, 2004 to 30th August, 2004 (both days inclusive).

Before the Share Consolidation, the Shares were trading in board lot of 20,000 Shares. After the Share Consolidation comes into effect, the Consolidated Shares will be trading in board lots of 10,000 Consolidated Shares. All of the Consolidated Shares resulting from the Share Consolidation still rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the Company’s bye-laws.

ADJUSTMENT OF CONVERSION PRICES OF PREFERENCE SHARES

Subject to the Share Consolidation becoming unconditional, the conversion prices for exercise of the conversion rights attaching to the Preference Shares are required to be adjusted pursuant to the terms of the Preference Shares. Upon the Share Consolidation becoming effective, the conversion price for exercise of the conversion rights attaching to the Preference Shares will be increased by ten times so that it will be adjusted to HK$0.10.

PROPOSED CHANGE OF COMPANY NAME

The Company is an investment holding company. Its subsidiaries carry on the principal business of construction related activities.

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LETTER FROM THE BOARD

It is therefore proposed that the name of the Company be changed to “Build King Holdings Limited” and 利基控股有限公司 (for identification only) to better reflect the business nature of the Company and its subsidiaries. The change of the Company’s name is subject to the passing of a special resolution at the SGM by the Shareholders and the Registrar of Companies in Bermuda granting approval for the change of name. The effective date of the change of name will be the date on which the new name is entered by the Registrar of Companies in Bermuda on the register in place of the existing name.

SGM

A notice convening the SGM is set out on pages 8 to 9 of this circular.

A form of proxy for use in the SGM is enclosed. Whether or not you are able to attend the SGM in person, you are advised to read the notice and complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible but in any event no later than forty-eight hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish.

GENERAL

Pursuant to Bye-law 75 of the Bye-laws of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (a) the chairman; or

• (b) at least three members present in person or by proxy or by representative for the time being entitled to vote at the meeting; or

• (c) any member or members present in person or by proxy or by representative and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) a member or members present in person or by proxy or by representative and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the Share Consolidation and the change of the Company’s name are both in the interest of the Company and the Shareholders, and so recommend Shareholders to vote in favour of the ordinary and special resolutions to be proposed at the SGM to approve such matters.

Yours faithfully, For and on behalf of the Board Zen Wei Peu, Derek Chairman

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NOTICE OF SGM

I-CHINA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

NOTICE IS HEREBY GIVEN that a special general meeting of the Company will be held at The Constable Room, 1st Floor, InterContinental Grand Stanford Hotel, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 23rd July, 2004 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:—

ORDINARY RESOLUTION

“ THAT , conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of HK$0.1 each in the Company:—

• (i) every ten issued and unissued shares of HK$0.01 each be consolidated into one share of HK$0.1 each (the “Consolidated Shares”) in the capital of the Company (the “Share Consolidation”) and any fractional entitlements to issued Consolidated Shares resulting from the Share Consolidation shall be sold in the form of Consolidated Shares for the benefit of the Company in such manner and on such terms as the directors of the Company may think fit;

• (ii) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the Company’s bye-laws; and

• (iii) any one of the directors of the Company be and is hereby authorised generally to do all things he/she may consider appropriate and desirable to effect and implement any of the foregoing.”

SPECIAL RESOLUTION

“ THAT the name of the Company be changed to “Build King Holdings Limited” and 利基控 股有限公司 (for identification only) and any one of the directors of the Company be and is hereby authorised generally to do all things he/she may consider appropriate and desirable to effect and implement any of the foregoing.”

— 8 —

NOTICE OF SGM

As at the date hereof, the board of directors of the Company comprises two executive directors, namely, Messrs. Zen Wei Peu, Derek and Yu Sai Yen, and two independent non-executive directors, namely, Dr. Chow Ming Kuen, Joseph and Mr. Ng Chi Ming, James.

By Order of the Board Fong Shiu Leung, Keter Company Secretary

Hong Kong, 30th June, 2004

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, shall be delivered to the office of Progressive Registration Limited, the Company’s Branch Share Registrars in Hong Kong at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the case of joint holders of a share, if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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