Build King Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 20, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Build King Holdings Limited, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

BuildKing BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

DISCLOSEABLE AND CONNECTED TRANSACTIONS

Financial adviser to Build King Holdings Limited

Financial Services Group

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

AMS Corporate Finance Limited

A letter from AMS containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the Possible Disposals is set out on pages 12 to 16 of this circular.

A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders in relation to the Possible Disposals is set out on page 11 of this circular.

Notice convening the Special General Meeting to be held at Units 1001-1015, 10th Floor, Tower 1, Grand Central Plaza, 138 Shatin Rural Committee Road, Shatin, New Territories, Hong Kong on Tuesday, 19 July 2005 at 10:00 a.m. is set out on pages 25 to 26 of this circular. A form of proxy for use at the Special General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit with the Company’s branch share registrar, Progressive Registration Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting should you so wish.

20 June 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from AMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

DEFINITIONS

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

“AMS”

AMS Corporate Finance Limited, a licensed corporation to conduct types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Possible Disposals

• “associate(s)” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “Company” Build King Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of Stock Exchange

• “connected person(s)” has the meanings ascribed thereto in the Listing Rules

• “controller” has the meanings ascribed thereto in the Listing Rules

• “Directors” directors of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee” the independent committee of the Board, comprising the three independent non-executive Directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ng Chi Ming, James and Mr. Ho Tai Wai, David, for the purpose of advising the Independent Shareholders as to the terms of the Possible Disposals are fair and reasonable as far as the Independent Shareholders are concerned

• “Independent Shareholders” Shareholders other than Top Horizon Holdings Limited, Mr. Zen Wei Pao, William and Mr. Zen Wei Peu, Derek and their respective associates who are entitled to vote at the Special General Meeting

• “Investments”

• Road King Investments, Zhejiang Glass Investments and Van Shung Chong Investments

• “Latest Practicable Date”

• 15 June 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Possible Disposals” possible future on-market disposals of 3,617,000 Road King Shares held by the Group

• “PRC” People’s Republic of China “Road King” Road King Infrastructure Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of Stock Exchange (Stock Code: 1098)

• “Road King Investments” the investments made by the Group on the market of an aggregate of 2,065,000 shares in Road King during the period from 10 May 2004 to 11 April 2005 (both dates inclusive)

• “Road King Shares” ordinary shares of HK$0.10 each in the issued share capital of Road King

• “SFO” Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Smart Start” Smart Start Investments Limited, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of the Company

• “Special General Meeting” special general meeting of the Company to be held for the purpose of passing the relevant resolution with respect to the Possible Disposals

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Van Shung Chong” Van Shung Chong Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of Stock Exchange (Stock Code: 1001)

• “Van Shung Chong Investments” the investments made by the Group on the market of an aggregate of 6,538,000 shares in Van Shung Chong during the period from 2 August 2004 to 26 May 2005 (both dates inclusive)

• “Van Shung Chong Shares” ordinary shares of HK$0.10 each in the issued share capital of Van Shung Chong

– 2 –

DEFINITIONS

“Wai Kee”	Wai Kee Holdings Limited, a company incorporated in Bermuda
	with limited liability and the shares of which are listed on the
	Main Board of Stock Exchange (Stock Code: 610)
“Zhejiang Glass”	Zhejiang Glass Company, Limited, a joint stock limited company
	incorporated in the PRC and the H shares of which are listed on
	the Main Board of Stock Exchange (Stock Code: 739)
“Zhejiang Glass Investments”	the investments made by the Group on the market of an aggregate
	of 4,093,000 shares in Zhejiang Glass during the period from 4
	August 2004 to 11 April 2005 (both dates inclusive)
“Zhejiang Glass Shares”	ordinary shares of RMB1.00 each in the issued share capital of
	Zhejiang Glass
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

BuildKing BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

Directors: Zen Wei Peu, Derek (Chairman) Yu Sai Yen (Vice Chairman) David Howard Gem[#] Cheng Chi Pang, Leslie[#] Chow Ming Kuen, Joseph Ng Chi Ming, James Ho Tai Wai, David*

• # Non-executive Director

• Independent Non-executive Director

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

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

20 June 2005

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

INTRODUCTION

On 27 May 2005, the Company announced that during the period from 10 May 2004 to 11 April 2005 (both dates inclusive) and the period from 4 August 2004 to 11 April 2005 (both dates inclusive), the Company had, through its wholly owned subsidiary, acquired on the market an aggregate of 2,065,000 Road King Shares for a total consideration of approximately HK$11,411,700 and an aggregate of 4,093,000 Zhejiang Glass Shares for a total consideration of approximately HK$8,807,600, respectively.

The Company also announced on 30 May 2005 that during the period from 2 August 2004 to 26 May 2005 (both dates inclusive), the Company, through the same wholly owned subsidiary, had acquired on the market an aggregate of 6,538,000 Van Shung Chong Shares for a total consideration of approximately HK$7,133,600.

Each of Road King Investments and Zhejiang Glass Investments constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as each of the total consideration for the acquisitions exceeds 5% of the relevant average market capitalisation of the Company. Van Shung Chong Investments also constitute a discloseable transaction for the Company as the revenue ratio exceeds 5%.

– 4 –

LETTER FROM THE BOARD

By virtue of Wai Kee, a controller of the Company, being a substantial shareholder of Road King, Road King Investments also constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As the Directors believe that (i) securities investment conducted by one of the Group’s principal subsidiaries in its ordinary and usual course of business is one of the principal businesses of the Group and is also an integral part of the Group’s treasury management activities, (ii) all Road King Investments were conducted on the market; and (iii) to the best of the belief and knowledge of the Directors, no consideration was passed to any connected person of the Company, Road King Investments should therefore be exempt from all the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Rule 14A.31(4) of the Listing Rules. However, after the recent consultation with Stock Exchange, the Directors have been advised that Road King Investments do not fall under the provisions of Rule 14A.31(4) of the Listing Rules and therefore relevant disclosures and Independent Shareholders’ approval were required with respect to Road King Investments. Accordingly, the Company has breached Rule 14A.18 of the Listing Rules and Stock Exchange reserves the right to take appropriate actions in respect of Road King Investments.

As investments and divestments of listed securities are part of the normal treasury management activities of the Group, the Group may dispose its existing Road King Shares in the future. As such, the Company proposes to seek the approval from the Independent Shareholders at the Special General Meeting in relation to the Possible Disposals.

The purpose of this circular is to provide you with, among other things, further information of Investments, the Possible Disposals and to give you notice of the Special General Meeting.

INVESTMENTS

Road King Investments

The Group, through Smart Start, acquired an aggregate of 2,065,000 Road King Shares (representing approximately 0.35% of the issued share capital of Road King, based on its issued share capital of 586,412,566 Road King Shares as at 31 March 2005) during the period from 10 May 2004 to 11 April 2005 (both dates inclusive). The total consideration for Road King Investments was approximately HK$11,411,700 (exclusive of transaction costs) which was fully satisfied in cash and funded by the internal resources of the Group. The consideration represented the then market prices of the Road King Shares. The range of the acquisition price per Road King Share was HK$5.200 to HK$5.650 and its weighted average price per share was HK$5.526.

Prior to Road King Investments, a total of 1,552,000 Road King Shares were acquired during the period from 3 to 18 November 2003 by Leader Construction Company Limited, a then wholly owned subsidiary of Wai Kee. This represented approximately 0.26% of the issued share capital of Road King, based on its issued share capital of 586,412,566 Road King Shares as at 31 March 2005. Such company has become a wholly owned subsidiary of the Company since completion of the restructuring of the Company on 23 April 2004 as detailed in the circular of the Company dated 24 February 2004. After Road King Investments, an aggregate of 3,617,000 Road King Shares (representing approximately 0.62% of the issued share capital of Road King as mentioned above) was being held by the Group.

– 5 –

LETTER FROM THE BOARD

Zhejiang Glass Investments

The Group, through Smart Start, acquired an aggregate of 4,093,000 Zhejiang Glass Shares (representing approximately 0.71% of the issued share capital of Zhejiang Glass, based on its issued share capital of 578,713,000 Zhejiang Glass shares as at 31 March 2005) during the period from 4 August 2004 to 11 April 2005 (both dates inclusive). The total consideration for Zhejiang Glass Investments was approximately HK$8,807,600 (exclusive of transaction costs) which was fully satisfied in cash and funded by the internal resources of the Group. The consideration represented the then market prices of the Zhejiang Glass Shares. The range of the acquisition price per Zhejiang Glass Share was HK$2.075 to HK$2.450 and its weighted average price per share was HK$2.152.

No Zhejiang Glass Shares were held by the Group immediately prior to Zhejiang Glass Investments.

Van Shung Chong Investments

The Group, through Smart Start, acquired an aggregate of 6,538,000 Van Shung Chong Shares (representing approximately 1.77% of the issued share capital of Van Shung Chong, based on the issued share capital of 368,605,251 Van Shung Chong Shares as at 30 April 2005) during the period from 2 August 2004 to 26 May 2005 (both dates inclusive). The total consideration for these investments was approximately HK$7,133,600 (exclusive of transaction costs) which was fully satisfied in cash and funded by the internal resources of the Group. The consideration represented the then market price of the Van Shung Chong Shares. The range of the acquisition price per Van Shung Chong Shares was HK$0.860 to HK$1.203 and its weighted average price per share was HK$1.091.

No Van Shung Chong Shares were held by the Group immediately prior to Van Shung Chong Investments.

As Investments were all conducted in the market operated by Stock Exchange, the Company is not aware of the identities of the vendors of Investments and accordingly, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, all vendors of Investments are third parties independent of the Group and the connected persons of the Company. Road King is an associate of Wai Kee, the Company’s holding company, which is a connected person of the Company, whereas Zhejiang Glass and Van Shung Chong are not connected persons of the Company.

REASONS FOR INVESTMENTS

The Company is an investment holding company. Its subsidiaries are principally engaged in the undertaking of civil engineering projects in Hong Kong, the PRC and Taiwan and carrying on the other business activities as stated in the annual report of the Company for the year ended 31 December 2004.

Investments were fully funded by the internal cash resources of the Group. As part of the Group’s treasury management activities, the Group has, from time to time, made investments and divestments of listed securities in order to enhance the returns of spare cash on hand by the Group before its deployment for new projects. Taking into account the track records of Road King, Zhejiang Glass and Van Shung Chong, the Company considered that these investments have potential returns. In addition, as Investments

– 6 –

LETTER FROM THE BOARD

were purchased at market prices, the Board believes that they are fair and reasonable and in the interests of the Shareholders as a whole. Investments have been booked as short term investments by the Group and have no effect to the earnings and net assets positions of the Group.

INFORMATION ON ROAD KING

Road King is a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of Stock Exchange. According to Stock Exchange’s website, the principal business activities of Road King are investment in and development, operation and management of toll roads and expressways in the PRC. Further information on Road King could be found on Stock Exchange’s website. According to the annual results announcement of Road King for the year ended 31 December 2004, the net profits from ordinary activities before and after taxation for the two years ended 31 December 2004 were approximately HK$370,534,000 and HK$322,665,000, and HK$407,078,000 and HK$368,803,000, respectively.

INFORMATION ON ZHEJIANG GLASS

Zhejiang Glass is a joint stock limited company incorporated in the PRC and the H shares of which are listed on the Main Board of Stock Exchange. According to Stock Exchange’s website, the principal business activities of Zhejiang Glass are the manufacture of various grades of clear float glass products and tinted float glass primarily used in the construction industry in the PRC. Further information on Zhejiang Glass could be found on Stock Exchange’s website. According to the annual results announcement of Zhejiang Glass for the year ended 31 December 2004, the net profits from ordinary activities before and after taxation for the two years ended 31 December 2004 were approximately RMB245,213,000 and RMB182,175,000, and RMB334,393,000 and RMB205,044,000, respectively.

INFORMATION ON VAN SHUNG CHONG

Van Shun Chong is a company incorporated in Bermuda and listed on the main board of Stock Exchange. According to Stock Exchange’s website, the principal business activities of Van Shung Chong engage in trading and stockholdings of construction materials, manufacturing and trading of industrial products, property investment and finance business. Further information on Van Shung Chong could be found on Stock Exchange’s website. According to the annual results announcement of Van Shung Chong for the year ended 31 March 2004, the net profits from ordinary activities before and after taxation and minority interests for the two years ended 31 March 2004 were approximately HK$65,905,000 and HK$60,412,000, and HK$96,455,000 and HK$81,063,000, respectively.

INTERPRETATION OF THE LISTING RULES

As at 11 April 2005, there were 781,408,494 Shares in issue. Based on the average closing price of the Company’s shares of HK$0.217 as stated in the Stock Exchange’s daily quotation sheets from 1 April 2005 to 8 April 2005 (both dates inclusive), being the five business days immediately preceding 11 April 2005, the total market capitalisation of the Company was approximately HK$169.41 million as at 11 April 2005. Accordingly, each of Road King Investments and Zhejiang Glass Investments constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as each of the total

– 7 –

LETTER FROM THE BOARD

consideration for the acquisitions falls within 5% and 25% of the average market capitalisation of the Company for the five business days immediately preceding 11 April 2005.

According to the annual results announcement of Van Shung Chong for the year ended 31 March 2004, its total revenue for the year ended 31 March 2004 was approximately HK$3,549,110,000. The revenue attributable to the assets being acquired by the Group during the period from 2 August 2004 to 26 May 2005 was approximately HK$62,915,000 and the total revenue of the Group was approximately HK$368,731,000 for the year ended 31 December 2004. Accordingly, Van Shung Chong Investments constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules as the revenue ratio exceeds 5% on 26 May 2005.

By virtue of Wai Kee, a controller of the Company, being a substantial shareholder of Road King, Road King Investments also constitute a connected transaction for the Company and are therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. As the Directors believe that (i) securities investment conducted by one of the Group’s principal subsidiaries, namely Smart Start, in its ordinary and usual course of business is one of the principal businesses of the Group and is also an integral part of the Group’s treasury management activities, (ii) all Road King Investments were conducted on the market; and (iii) to the best of the belief and knowledge of the Directors, no consideration was passed to any connected person of the Company, Road King Investments should therefore be exempt from all the reporting, announcement and independent shareholders’ approval requirements pursuant to Rule 14A.31(4) of the Listing Rules. However, after the recent consultation with Stock Exchange, the Directors have been advised that Road King Investments do not fall under the provisions of Rule 14A.31(4) of the Listing Rules and therefore relevant disclosures and Independent Shareholders’ approval were required with respect to Road King Investments. Accordingly, the Company has breached Rule 14A.18 of the Listing Rules and Stock Exchange reserves the right to take appropriate actions in respect of Road King Investments.

The Company has appointed AMS as an independent financial adviser to review the terms of Road King Investments for the benefit of the Independent Shareholders. The advice from AMS to the Independent Board Committee and the Independent Shareholders in respect of the terms of Road King Investments has been included in its advice letter set out on pages 12 to 16 of this circular.

In order to prevent the re-occurrence of similar incident, in the event that the Company has any doubt in the interpretation of the Listing Rules, the Company will consult professional party(ies) and/or Stock Exchange in the future.

POSSIBLE DISPOSALS

As mentioned in the paragraph headed “Reasons for Investments” above, the investments and divestments of listed securities are part of the normal treasury management activities of the Group. Accordingly, the existing 3,617,000 Road King Shares held by the Group may be disposed of at the then market price in the future. The proceed from the disposal will provide working capital to the Group. However, divestments of Road King Shares will constitute connected transactions for the Company in the future in accordance with the provisions under Rule 14A.13(1)(b)(i) of the Listing Rules. Based on the respective closing price of the Shares and the Road King Shares as at 26 May 2005 as quoted on Stock Exchange, the Possible Disposals would constitute discloseable and connected transactions for the Company

– 8 –

LETTER FROM THE BOARD

and would be subject to Independent Shareholders’ approval in a general meeting, and the Company would be required to issue a circular to the Shareholders related thereto, as required under Chapter 14A of the Listing Rules. To provide the Company with greater flexibility, the Company proposes to seek the approval from the Independent Shareholders in advance at the Special General Meeting in respect of the Possible Disposals over a period of time.

As at 26 May 2005, being the last trading day prior to the issue of the announcement of the Company dated 27 May 2005 in relation to Road King Investments and 14 June 2005, being the last trading day prior to the Latest Practicable Date, the closing prices of the Road King Shares as quoted on Stock Exchange were HK$5.50 per share and HK$5.65 per share respectively. Based on these prices, the Group shall record a net proceed of approximately HK$19,894,000 and HK$20,436,000 and a profit of approximately HK$626,000 and HK$1,169,000 (both including a dividend income of HK$951,000) in the event that the Group disposes all its existing 3,617,000 Road King Shares. Other than that, no significant financial effects are expected to affect the assets and liabilities positions of the Group.

THE SPECIAL GENERAL MEETING

The Special General Meeting will be convened for the purposes of considering and approving the Possible Disposals by way of poll.

Set out on pages 25 to 26 is a notice convening the Special General Meeting to be held at Units 1001-1015, 10th Floor, Tower 1, Grand Central Plaza, 138 Shatin Rural Committee Road, Shatin, New Territories, Hong Kong on 19 July 2005 at which ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the Possible Disposals.

The form of proxy for use at the Special General Meeting is enclosed with this circular. Whether or not you are able to attend the Special General Meeting in person, you are advised to read the notice and complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Progressive Registration Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the Special General Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.

Top Horizon Holdings Limited, the controlling shareholder of the Company and a wholly owned subsidiary of Wai Kee, Mr. Zen Wei Pao, William and Mr. Zen Wei Peu, Derek, the controlling shareholders of Wai Kee, and their respective associates will abstain from voting on the ordinary resolution in respect of the Possible Disposals at the Special General Meeting.

RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on page 11 of this circular which contains its recommendations to the Independent Shareholders in respect of the Possible Disposals, and the letter from AMS on pages 12 to 16 of this circular which contains its advice and the principal factors and reasons it has taken into consideration in arriving at its advice with regard to the Possible Disposals.

– 9 –

LETTER FROM THE BOARD

The Independent Board Committee, having taken into account the advice from AMS, considers that the terms of the Possible Disposals are fair and reasonable and in the interests of the Company and Shareholders as a whole, and therefore recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the Special General Meeting to approve the Possible Disposals. You are advised to read the letter from Independent Board Committee and the letter from AMS mentioned above before deciding as to how to vote at the Special General Meeting.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular and the notice of the Special General Meeting.

Yours faithfully, By order of the Board Build King Holdings Limited Zen Wei Peu, Derek Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

BuildKing BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

20 June 2005

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS POSSIBLE DISPOSALS OF ROAD KING SHARES

We have been appointed as members of the Independent Board Committee to advise you in connection with the Possible Disposals, details of which are set out in the “Letter from the Board” in the circular dated 20 June 2005 (the “Circular”) of which this letter forms part. Defined terms used in this letter shall have the same meanings as given to them in the Circular unless the context otherwise requires.

We, being the independent non-executive Directors constituting the Independent Board Committee, are writing to you to set out our opinion in respect of the Possible Disposals. The Independent Board Committee was set up to advise you whether in its view the terms of the Possible Disposals are in the interests of the Company and the Independent Shareholders and are fair and reasonable so far as the Independent Shareholders are concerned.

AMS has been appointed by the Company to advise us and the Independent Shareholders as to whether the terms of the Possible Disposals are fair and reasonable so far as the Independent Shareholders are concerned. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 12 to 16 of the Circular.

Your attention is also drawn to the “Letter from the Board” set out on pages 4 to 10 of the Circular and the additional information set out in the appendix to the Circular.

Having considered the terms of the Possible Disposals and the advice of AMS, we consider that the terms of the Possible Disposals are fair and reasonable as far as the Independent Shareholders are concerned and that they are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the Special General Meeting attached to the Circular to approve the Possible Disposals.

Yours faithfully, For and on behalf of

Independent Board Committee

Chow Ming Kuen, Joseph Ng Chi Ming, James Ho Tai Wai, David Independent non-executive Independent non-executive Independent non-executive Director Director Director

– 11 –

LETTER FROM AMS

The following is the full text of the letter of advice from AMS to the Independent Board Committee and the Independent Shareholders prepared for the purpose of incorporation in this circular.

AMS Corporate Finance Limited

20th Floor

Hong Kong Diamond Exchange Building 8-10 Duddell Street Central Hong Kong 20 June 2005

To the Independent Board Committee and

the Independent Shareholders of Build King Holdings Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders of Build King Holdings Limited (the “Company”) in respect of the Road King Investments and the Possible Disposals, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular dated 20 June 2005 issued by the Company to the Shareholders (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As stated in the Letter from the Board, the Company, through Smart Start, a wholly owned subsidiary of the Company, has during the period from 10 May 2004 to 11 April 2005 (both dates inclusive) acquired on the open market an aggregate of 2,065,000 Road King Shares, which represented approximately 0.35% of the issued share capital of Road King as at 31 March 2005, for a total consideration of HK$11,411,700 (exclusive of transaction costs). The consideration for the Road King Investments represented the then prevailing market prices of the Road King Shares and was fully satisfied in cash and funded by the internal resources of the Group. The acquisition price of the Road King Shares ranged from HK$5.20 to HK$5.65 and the average acquisition price per Road King Share under the Road King Investments was approximately HK$5.526. As stated in the Letter from the Board, the Company is not aware of the identities of the vendors of the Road King Investments and to the best of the belief and knowledge of the Directors, the vendors of the Road King Investments are independent third parties not connected with the Company or any of its connected persons.

– 12 –

LETTER FROM AMS

In addition, 1,552,000 Road King Shares (which represented approximately 0.26% of the issued share capital of Road King as at 31 March 2005) were acquired during the period from 3 November to 18 November 2003 by Leader Construction Company Limited, which has since become a wholly owned subsidiary of the Company after completion of the restructuring of the Company on 23 April 2004. Accordingly, as at the Latest Practicable Date, the Group had a total of 3,617,000 Road King Shares (which represented approximately 0.62% of the issued share capital of Road King as at 31 March 2005) and based on the closing price of HK$5.75 per Road King Share as at the Latest Practicable Date, the market value of such investments was approximately HK$20.8 million.

The Road King Investments constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules as the total consideration for the acquisitions falls within 5% and 25% of the market capitalisation of the Company. In addition, since Wai Kee, which is the controlling shareholder of the Company, is a substantial shareholder of Road King, the Road King Investments also constitute a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules and should have been made conditional on prior approval by the Independent Shareholders in a general meeting of the Company. As such, the Road King Investments constitute a breach of Rule 14A.18 of the Listing Rules by the Company and the Stock Exchange has indicated to reserve the right to take appropriate actions.

The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the Road King Investments and the Possible Disposals are in the interests of the Company and the Shareholders as a whole and whether they are fair and reasonable so far as the Independent Shareholders are concerned. As the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to i) whether or not the Road King Investments and the Possible Disposals are in the interests of the Company and the Shareholders as a whole; ii) whether the terms of the Road King Investments and the Possible Disposals are fair and reasonable so far as the Independent Shareholders are concerned; and iii) how the Independent Shareholders should vote in respect of the resolution to approve the Possible Disposals at the Special General Meeting.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information and representations contained or referred to in the Circular and the information and representations provided to us by the Company and the Directors. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Company and the Directors, for which they are solely and wholly responsible, were true and accurate at the time when they were made and continue to be so at the date hereof. The Directors have confirmed, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have no reason to doubt the truth, accuracy or completeness of the information provided to us by the Company and the Directors. We consider that we have reviewed sufficient information to reach an informed view. We have not, however, conducted any independent verification of the information provided, nor have we carried out any form of in-depth investigation into the business and affairs of the Group or the prospects of the market in which it operates.

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LETTER FROM AMS

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion regarding the Road King Investments and the Possible Disposals, we have taken into consideration the following principal factors and reasons:

1. Relationship between the Company, Wai Kee and Road King

As mentioned above, Wai Kee is the controlling shareholder of the Company and a substantial shareholder of Road King and, as a result, the Road King Investments have been considered as a connected transaction of the Company. Apart from Mr. Zen Wei Peu, Derek, the chairman and an executive director of the Company, is also an executive director of Road King, we have been advised by the Company that the respective management of the Company and Road King are independent of each other.

2. Particulars of Road King

Road King is an investment holding company and its subsidiaries and infrastructure joint ventures are principally engaged in the investment, development, operation and management of toll roads and expressways in the PRC. Road King was listed on the Main Board of the Stock Exchange in July 1996. As at 31 December 2004, Road King had an infrastructure investment portfolio of over HK$6.0 billion, comprising 21 toll roads and bridges spanning approximately 1,100 kilometers with over 60 toll stations in 8 provinces of the PRC. Set out below is a summary of Road King’s audited consolidated results of operations for each of the five years ended 31 December 2004 extracted from its annual reports (amount in HK$’ million):

Turnover: Group and share of infrastructure joint ventures – Toll revenue – Minimum income undertakings – Sales of goods Less: Share of infrastructure joint ventures’ toll revenue Turnover: Group Operating profit: Group and share of joint Ventures Profit for the year Dividends Dividend payout ratio	2000 726 222 25 973 (697) 276 590 432 248 57%	For the year ended 31 December 2001 2002 2003 2004 733 748 815 993 137 44 15 4 76 80 92 44 946 872 922 1,041 (700) (708) (803) (993) 246 164 119 48 400 449 436 510 237 321 323 369 110 160 142 152 46% 50% 44% 41%

– 14 –

LETTER FROM AMS

Based on the audited consolidated results of Road King, we are of the view that Road King has demonstrated a stable track record of profitability. Given the nature of the infrastructure business of Road King which includes the operation and management of toll roads and expressways in the PRC, we consider that the business of Road King is relatively stable. As shown in the above table, over 40% of the profits earned by Road King for each of the past five financial years were distributed to its shareholders as dividends. The dividend income received by the Group in respect of its investments in listed securities amounted to approximately HK$1.4 million for the year ended 31 December 2004, of which approximately HK$0.5 million was in respect of the Road King Shares.

In addition, we note that the average acquisition price per Road King Share under the Road King Investments of approximately HK$5.526 would represent a discount of approximately 35% to the audited consolidated net asset value per Road King Share of approximately HK$8.476 as at 31 December 2004.

3. Reasons for the Road King Investments

The Company is an investment holding company and its subsidiaries are principally engaged in undertaking of civil engineering projects in Hong Kong, the PRC and Taiwan. As stated in the Letter from the Board, the Group has, from time to time, made investments and divestments in listed securities in order to enhance the returns of its available cash on hand before the deployment for new projects. Based on the track records of Road King and its potential, the Company considered that the Road King Investments would be a prudent investment. As at 31 December 2004, the Group’s investments in securities amounted to approximately HK$55.4 million. The investments in securities consisted only of investments in listed securities in Hong Kong and the Group had an unrealised gain of approximately HK$4.6 million on listed investments for the year ended 31 December 2004. Based on the closing price of HK$5.75 per Road King Share as at the Latest Practicable Date, the market value of 3,617,000 Road King Shares represented approximately 37% of the total market value of the Group’s securities portfolio as at the Latest Practicable Date and approximately 19% of the Group’s audited consolidated net asset value as at 31 December 2004.

Given that i) investments in listed securities are part of the normal investment activities of the Group; ii) all the Road King Investments were conducted on the open market and based on the then prevailing market prices of the Road King Shares; and iii) the profitable track records of Road King as well as its annual dividend payout ratio of at least 40% for the past five financial years, we are of the view that the Road King Investments are in the interests of the Company and its shareholders as a whole, and the terms of the Road King Investments are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM AMS

4. Share price of Road King

We have reviewed the share price performance of the Road King Shares during the recent 12month period up to the Latest Practicable Date. During the period under review, the share prices of Road King were relatively stable and maintained at above HK$5.50 for most of the time and the highest and lowest closing price per Road King Share as quoted on the Stock Exchange were HK$5.85 (recorded on 22 July 2004 and 3 March 2005) and HK$5.10 (recorded on 25 October 2004). Having considered the recent share price performance of the Road King Shares and the range of the acquisition price per Road King Share under the Road King Investments which was between HK$5.20 and HK$5.65 and the average acquisition price per Road King Share of approximately HK$5.526, we are of the view that the Road King Shares had been traded at a fairly steady range and the consideration paid for the Road King Investments is fair and reasonable.

5. Possible Disposals

As stated in the Letter from the Board, the investments and divestments in listed securities are part of the normal investment activities of the Group. The existing 3,617,000 Road King Shares held by the Group may be disposed of in future. Upon disposal of the Road King Shares, it will also constitute a connected transaction of the Company for reasons similar to when the Road King Investments were made and will be subject to the approval by the Independent Shareholders in a general meeting. In order to provide for administrative convenience that the Road King Shares can be disposed of, when considered appropriate by the Directors, on the open market in a timely manner, the Company wishes now to seek prior approval from the Independent Shareholders for such disposal of the Road King Shares at the Special General Meeting.

As the Possible Disposals will be conducted on the open market, we are of the view that the terms of such disposal will be conducted on an arm’s length basis and on market terms. We concur with the Directors’ intention to seek prior approval from the Independent Shareholders on future disposal of Road King Shares for administrative convenience and are of the view that the Possible Disposals are in the interests of the Company and the Shareholders as a whole and the terms of the Possible Disposals are fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the factors and reasons stated above, we are of the opinion that the Road King Investments and the Possible Disposals are in the interests of the Company and the Shareholders as a whole and their terms are fair and reasonable so far as the Independent Shareholders are concerned. Therefore, we would recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution to approve the Possible Disposals at the Special General Meeting.

Yours faithfully, For and on behalf of AMS Corporate Finance Limited Alexander Tai

Managing Director

– 16 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short position

As at the Latest Practicable Date, the interests (including short positions) of the Directors and chief executive of the Company (including their respective spouses, infant children, related trusts and companies controlled by them) in the Shares, convertible securities, warrants, options or derivatives in respect of securities which carry voting rights of the Company and its associated corporations (within the meaning of the SFO), which require notification pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short position in which any such Director or chief executive is taken or deemed to have under such provisions of the SFO) or which were required to be entered in the register kept by the Company pursuant to section 352 of the SFO, or which were required to be notified to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of Listing Companies in the Listing Rules, were as follows:

The Company

	Capacity/
	Nature of	Number of	Shares held	Percentage of
Name of Director	interest	Long position	Short position	shareholding
				(%)
Zen Wei Peu, Derek	Personal	69,715,421	–	8.92
		(Note)
Yu Sai Yen	Personal	16,666,000	–	2.13
David Howard Gem	Personal	140,000	–	0.018
Cheng Chi Pang, Leslie	Personal	140,000	–	0.018

Note: The number of Shares taken to be interested or have a long position by Mr. Zen Wei Peu, Derek includes (i) 49,715,421 Shares and (ii) the purchasing right granted to him to purchase 20,000,000 Shares pursuant to the Staff Share Purchasing Scheme adopted by Wai Kee, the ultimate holding company of the Company, on 15 March 2004.

– 17 –

GENERAL INFORMATION

APPENDIX

Associated corporations

		Capacity/
Name of	Name of	Nature of		Number of Shares held		Percentage of
Director	company	interest	Long position		Short position	shareholding
						(%)
Zen Wei Peu,	Wai Kee	Personal	185,057,078		–	23.33
Derek				(Note 1)
	Wai Kee (Zens)	Personal		2,000,000	–	10.00
	Construction &			(Note 2)
	Transportation
	Company Limited
	(“WKC&T”)
	Wai Luen Stone	Personal		30,000	–	37.50
	Products Limited			(Note 3)
David Howard	Wai Kee	Personal		500,000	–	0.06
Gem				(Note 4)
	Kier Hong Kong	Corporate		75,000	–	1.50
	Limited			(Note 5)
Cheng Chi Pang,	Wai Kee	Personal		500,000	–	0.06
Leslie				(Note 6)

Notes:

1. The number of shares taken to be interested or have a long position by Mr. Zen Wei Peu, Derek is 185,057,078 ordinary shares of HK$0.10 each in the capital of Wai Kee.

2. The number of shares taken to be interested or have a long position by Mr. Zen Wei Peu, Derek is 2,000,000 non-voting deferred shares of HK$1.00 each in the capital of WKC&T, a wholly owned subsidiary of the Company.

3. The number of shares taken to be interested or have a long position by Mr. Zen Wei Peu, Derek is 30,000 non-voting deferred shares of HK$10.00 each in the capital of Wai Luen Stone Products Limited, a wholly owned subsidiary of Wai Kee.

4. The number of shares taken to be interested or have a long position by Mr. David Howard Gem is 500,000 ordinary shares of HK$0.10 each in the capital of Wai Kee.

5. The number of shares taken to be interested or have a long position by Mr. David Howard Gem is 75,000 ordinary shares of £1.00 each in the capital of Kier Hong Kong Limited through his 100% interest in Transoceanic Ventures Limited.

6. The number of shares taken to be interested or have a long position by Dr. Cheng Chi Pang, Leslie is 500,000 ordinary shares of HK$0.10 each in the capital of Wai Kee.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in any equity or debt securities of

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GENERAL INFORMATION

APPENDIX

the Company or any associated corporations (within the meaning of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions in which any such Director or chief executive is taken or deemed to have under such provisions of the SFO) or which were required to be entered in the register kept by the Company pursuant to section 352 of the SFO, to be entered in the registered referred to therein or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange.

(b) Interests of substantial shareholders

The Company

As at the Latest Practicable Date, so far as was known to the Directors or the chief executive of the Company, the following person (other than a Director or chief executive of the Company) had an interest or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under Section 336 of the SFO:

Name of	Capacity/	Number	of Shares held in the Company and	of Shares held in the Company and	of Shares held in the Company and
substantial	Nature of		percentage of shareholding
Shareholder	interest	Long position		Short	position
		Number of		Number	of
		Shares	%	Shares		%
Top Horizon	Personal/	592,421,270	75.81	71,600,000		9.16
Holdings Limited	Beneficiary	(Notes 1 and 2)		(Note	4)
(“Top Horizon”)
(Note 1(a))
Wai Kee (Zens)	Personal/	5	0.00		–	–
Holding Limited	Beneficiary
(“Wai Kee (Zens)”)
(Note 1(b))
	Corporate	592,421,270	75.81	71,600,000		9.16
		(Notes 1 and 3)		(Note	4)
Wai Kee_(Note 1(c))_	Corporate	592,421,275	75.81	71,600,000		9.16
		(Notes 1 and 3)		(Note	4)
Vast Earn Group	Personal/	59,883,040	7.66		–	–
Limited	Beneficiary	(Note 1)
(Note 1(d))

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GENERAL INFORMATION

APPENDIX

Name of	Capacity/	Number	of Shares held in the Company and	of Shares held in the Company and	of Shares held in the Company and
substantial	Nature of		percentage of shareholding
Shareholder	interest	Long position		Short	position
		Number of		Number	of
		Shares	%	Shares		%
NWS Service	Corporate	59,883,040	7.66		–	–
Management Limited		(Note 1)
(incorporated in the
British Virgin Islands)
(Note 1(e))
NWS Service	Corporate	59,883,040	7.66		–	–
Management Limited		(Note 1)
(incorporated in the
Cayman Islands)
(Note 1(f))
NWS Holdings Limited	Corporate	59,883,040	7.66		–	–
(Note 1(g))		(Note 1)
New World Development	Corporate	59,883,040	7.66		–	–
Company Limited		(Note 1)
(Note 1(h))
Chow Tai Fook	Corporate	59,883,040	7.66		–	–
Enterprises Limited		(Note 1)
(Note 1(i))

Notes:

1. Long position in the Shares

2. (a) Top Horizon is a direct wholly owned subsidiary of Wai Kee (Zens).

3. (b) Wai Kee (Zens) is deemed to be interested in the Shares through its interests in Top Horizon.

4. (c) Wai Kee (Zens) is a direct wholly owned subsidiary of Wai Kee. Accordingly, Wai Kee is deemed to be interested in the Shares through its interests in its wholly owned subsidiaries, namely Wai Kee (Zens) and Top Horizon.

5. (d) Vast Earn Group Limited is a wholly owned subsidiary of NWS Service Management Limited (incorporated in the British Virgin Islands).

6. (e) NWS Service Management Limited (incorporated in the British Virgin Islands) is deemed to be interested in the Shares through its interests in its wholly owned subsidiary, namely Vast Earn Group Limited.

7. (f) NWS Service Management Limited (incorporated in the Cayman Islands) is deemed to be interested in the Shares through its interests in its wholly owned subsidiaries, namely NWS Service Management Limited (incorporated in the British Virgin Islands) and Vast Earn Group Limited.

– 20 –

GENERAL INFORMATION

APPENDIX

• (g) NWS Holdings Limited is deemed to be interested in the Shares through its interests in its wholly owned subsidiaries, namely NWS Service Management Limited (incorporated in the Cayman Islands), NWS Service Management Limited (incorporated in the British Virgin Islands) and Vast Earn Group Limited.

• (h) New World Development Company Limited is deemed to be interested in the Shares through its interests in more than one-third of the issued share capital of NWS Holdings Limited.

• (i) Chow Tai Fook Enterprises Limited is deemed to be interested in the Shares through its interests in more than one-third of the issued share capital of New World Development Company Limited.

• The number of Shares taken to be interested or to have a long position by Top Horizon includes (i) 422,421,270 Shares; (ii) derivative of 1,500,000,000 convertible preference shares in the capital of the Company, which can be convertible into 150,000,000 Shares pursuant to the terms of issue of convertible preference shares; and (iii) a creditor’s put option whereby the creditors of the Company and/or the scheme administrators may, at their sole direction, sell all or part of 20,000,000 Shares to Wai Kee at a price of HK$0.10 per Share exercisable within 90 days after the expiry of two years following completion of the Scheme of Arrangement (as defined in the circular dated 24 February 2004).

• The number of Shares taken to be interested or to have a long position by Wai Kee (Zens) and Wai Kee includes (i) 422,421,275 Shares; (ii) derivative of 1,500,000,000 convertible preference shares in the capital of the Company, which can be convertible into 150,000,000 Shares pursuant to the terms of issue of convertible preference share; and (iii) a creditor’s put option whereby the creditors of the Company and/or the scheme administrators may, at their sole discretion, sell all or part of 20,000,000 Shares to Wai Kee at a price of HK$0.10 per Share exercisable within 90 days after the expiry of two years following completion of the Scheme of Arrangement.

• The number of Shares taken to be interested or to have a short position by Top Horizon, Wai Kee (Zens) and Wai Kee is 71,600,000 Shares, Pursuant to the Staff Share Purchasing Scheme (the “Scheme”) adopted by Wai Kee on 15 March 2004, 71,600,000 purchasing rights granted to eligible participants as defined in the Scheme for acquisition of 71,600,000 Shares remained outstanding.

Other members of the Group

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company and save as disclosed in this circular, the persons (other than a Director or chief executive of the Company or a member of the Group) who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group were as follows:

		Percentage of
Name of subsidiary	Name of shareholder	interest held
		(%)
Cheuk Wah Construction	Goldky Industries Limited	40
Engineering Limited
Eastar Construction	Fulight Engineering Limited	20
Engineering Limited
Huge Host	Downer Mining (Asia) Limited	30
Engineering Limited
	– 21 –

GENERAL INFORMATION

APPENDIX

Save as disclosed above, so far as known to the Directors, the Directors and chief executive of the Company were not aware that there was any person (other than a Director or chief executive of the Company) who, at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group, or in any option, in respect of such capital.

3. MATERIAL ADVERSE CHANGES

The Directors are not aware of any material adverse changes in the financial and trading position of the Group since 31 December 2004, the date of which the latest audited financial statements of the Group were made up.

4. COMPETING INTERESTS

Mr. David Howard Gem holds 1.5% interest in Kier Hong Kong Limited, a company incorporated in the United Kingdom, the principal activity of which is civil engineering, construction and building in Hong Kong.

Save as disclosed above, none of the Directors and their respective associates have any interests in a business, which competes or may compete with the business of the Group.

5. DIRECTORS’ INTEREST IN ASSETS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2004, the date to which the latest published audited financial statements of the Group were made up.

6. DIRECTORS’ INTERESTS IN CONTRACTS

None of the Directors is materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the date of this circular and which is significant in relation to the business of the Group.

7. DIRECTORS’ SERVICE CONTRACTS

Mr. Zen Wei Peu, Derek and Mr. Yu Sai Yen, both Directors, have entered into service contracts with the Company for a term of three years, commencing from 1 May 2004. Mr. Zen and Mr. Yu are entitled to an annual salary of HK$2.5 million and HK$2.04 million, respectively. Mr. Yu is also entitled to a discretionary bonus under the profit sharing scheme of the Company, life insurance benefit, and the Group’s medical insurance scheme and mandatory provident fund scheme.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group (excluding contracts expiring or determinable within one year without payment of compensation other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

8. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or claim of material importance and, so far as the Directors were aware, no litigation or claims of material importance were pending or threatened by or against any member of the Group.

9. EXPERT’S QUALIFICATION AND CONSENT

AMS has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name Qualification AMS a licensed corporation to conduct types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the SFO

10. EXPERT’S INTERESTS

As at the Latest Practicable Date, AMS did not have any direct or indirect interest in any asset which had been acquired, or dispose of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2004, the date to which the latest published audited financial statements of the Group were made up; and was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

11. PROCEDURES FOR DEMANDING A POLL

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.

– 23 –

GENERAL INFORMATION

APPENDIX

12. GENERAL

• (a) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office and principal place of business of the Company is situated at Units 1001-1015, 10th Floor, Tower 1, Grand Central Plaza, 138 Shatin Rural Committee Road, Shatin, New Territories, Hong Kong.

• (b) The qualified accountant and company secretary of the Company are Mr. Chang Kam Chuen, Desmond. Mr. Chang is a fellow member of The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Progressive Registration Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Units 1001-1015, 10th Floor, Tower 1, Grand Central Plaza, 138 Shatin Rural Committee Road, Shatin, New Territories, Hong Kong during normal business hours from the date of this circular up to and including 4 July 2005:

• (a) the memorandum and bye-laws of the Company;

• (b) the service contracts of the Directors referred to in this Appendix;

• (c) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 11 of this circular; and

• (d) the letter from AMS to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 12 to 16 of this circular.

– 24 –

NOTICE OF SPECIAL GENERAL MEETING

BuildKing BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 240)

NOTICE IS HEREBY GIVEN that the special general meeting of Build King Holdings Limited (“the Company”) will be held at Units 1001-1015, 10th Floor, Tower 1, Grand Central Plaza, 138 Shatin Rural Committee Road, Shatin, New Territories, Hong Kong on Tuesday, 19 July 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, pass the following resolution as an Ordinary Resolution:

ORDINARY RESOLUTION

“ THAT the future on-market disposals of 3,617,000 shares of Road King Infrastructure Limited held by Smart Start Investments Limited, a wholly owned subsidiary of the Company (“Possible Disposals”) be and are hereby approved and THAT the directors of the Company be and are hereby authorized to do on behalf of the Company whatever they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation and completion of the Possible Disposals.”

By Order of the Board Chang Kam Chuen, Desmond Company Secretary

Hong Kong, 20 June 2005

Registered office Principal place of business in Hong Kong Clarendon House Units 1001-1015, 10th Floor 2 Church Street Tower 1, Grand Central Plaza Hamilton HM 11 138 Shatin Rural Committee Road Bermuda Shatin, New Territories Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. 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/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

1. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority must be delivered to the office of Progressive Registration Limited, the Company’s branch share registrar in Hong Kong at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

– 25 –

NOTICE OF SPECIAL GENERAL MEETING

1. 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.

2. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

3. As at the date of this Notice, the Board comprises Mr. Zen Wei Peu, Derek and Mr. Yu Sai Yen as the executive directors, Mr. David Howard Gem and Dr. Cheng Chi Pang, Leslie as the non-executive directors and Dr. Chow Ming Kuen, Joseph, Mr. Ng Chi Ming, James and Mr. Ho Tai Wai, David as the independent non-executive directors of the Company.

– 26 –