Build King Holdings Limited — Proxy Solicitation & Information Statement 2015

Jul 28, 2015

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 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, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Stock Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

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BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board (as defined herein) is set out on pages 4 to 11 of this circular. A letter of advice from the Independent Financial Adviser (as defined herein) to the Independent Board Committee (as defined herein) and the Independent Shareholders (as defined herein) is set out on pages 14 to 22 of this circular. A letter from the Independent Board Committee is set out on pages 12 to 13 of this circular.

A notice convening the special general meeting of Build King Holdings Limited to be held at Units 601-605A, 6th Floor, Tower B, Manulife Financial Centre, 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 14 August 2015 at 2:30 p.m. is set out on Appendix II to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of Build King Holdings Limited in Hong Kong, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, 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 in person at the meeting or any adjourned meeting if they so wish.

29 July 2015

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . .	12
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . . . . . . . . . . .	14
APPENDIX I – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
APPENDIX II – NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . .	31

i

DEFINITIONS

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

“associate”

has the meaning ascribed thereto under the Listing Rules

“Board”

the board of Directors

“Business Days”

a day (other than a Saturday or a Sunday) on which banks generally are open for business in Hong Kong

“Company”

Build King Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 240)

“Directors”

the directors of the Company

“Faith Oriental”

Faith Oriental Investment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Wai Kee

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars

“Hong Kong”

Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”

the committee of the Company comprising all independent non-executive Directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ho Tai Wai, David and Mrs. Ling Lee Ching Man, Eleanor, established to make recommendation to the Independent Shareholders in respect of the terms of the Sub-Contract

“Independent Financial Adviser” or “BOSC”

BOSC International Company Limited, a corporation licensed to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and being the Independent Financial Adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Sub-Contract

1

DEFINITIONS

“Independent Shareholders”	Shareholders other than Wai Kee and its associates (as
	defined in the Listing Rules)
“Kaden-Titan JV”	a joint venture between Kaden Construction Limited and
	Titan, each an indirect wholly-owned subsidiary of the
	Company
“Latest Practicable Date”	24 July 2015, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Main Contract”	Contract No. GE/2014/01 for the rehabilitation of Lam
	Tei Quarry – Extended Works between the Government of
	Hong Kong as employer, and Faith Oriental as contractor
“PRC”	The People’s Republic of China
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
“SGM”	the special general meeting of the Company to be convened
	on Friday, 14 August 2015 at 2:30 p.m. for the purpose of
	considering, and if thought fit, approving the terms of the
	Sub-Contract
“Shares”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-Contract”	the sub-contract between Kaden-Titan JV and Faith
	Oriental dated 21 July 2015 regarding the carrying out of
	the Sub-contract Works

2

DEFINITIONS

“Sub-contract Works” the works described under “the Sub-Contract - Sub-contract works” in this circular “Titan” Titan Foundation Limited, an indirect wholly-owned subsidiary of the Company “Wai Kee” Wai Kee Holdings Limited, a holding company of the Company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 610) “Wai Kee Group” Wai Kee and its subsidiaries (other than members of the Group) “%” per cent.

3

LETTER FROM THE BOARD

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BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

Executive Directors: Registered Office: Mr. Zen Wei Peu, Derek (Chairman, Clarendon House Chief Executive Officer and Managing Director) 2 Church Street Mr. Chang Kam Chuen, Desmond Hamilton HM 11 Bermuda Non-executive Directors: Mr. David Howard Gem Principal Place of Business Dr. Cheng Chi Pang, Leslie in Hong Kong: Mr. Chan Chi Hung, Anthony Units 601-605A, 6th Floor Tower B, Manulife Financial Centre Independent Non-executive Directors: 223 Wai Yip Street Dr. Chow Ming Kuen, Joseph Kwun Tong, Kowloon Mr. Ho Tai Wai, David Hong Kong Mrs. Ling Lee Ching Man, Eleanor 29 July 2015

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 21 July 2015, the Company made an announcement regarding the entering into the Sub-Contract by members of the Group as a sub-contractor for the Lam Tei Quarry to carry out the Sub-contract Works.

4

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with further information on the terms of the Sub-Contract and to convene the SGM to seek the approval of the Independent Shareholders with respect to the Sub-Contract.

REASONS FOR THE CONNECTED TRANSACTION

The Company is an investment holding company and its group companies are principally engaged in the undertaking of construction projects in Hong Kong, the PRC and the Middle East and are also engaged in environmental and waste management and marine engineering. Wai Kee (the holding company of the Company) is an investment holding company and is principally engaged in civil engineering, toll road, property development, construction materials and quarrying.

On 31 March 2015, Faith Oriental, a wholly-owned subsidiary of Wai Kee, has been awarded the Main Contract under which it is required to carry out design, construction, completion and maintenance works in relation to the rehabilitation of the Lam Tei Quarry over a period of 2,555 calendar days (or approximately seven years) calculated from and including the date of possession of the site by Faith Oriental. The Main Contract grants Faith Oriental the rights and permission to process and sell surplus rock, overburden (being soft natural material or totally or partially decomposed rock) and rock products; to erect and/or install and operate processing plant, buildings and structures within the site to manufacture, to sell and export from the site ready-mixed concrete, precast concrete units, bituminous materials; to manufacture, store, sell and export emulsion matrix from the site; and with prior permission from the government appointed supervising officer under the Main Contract to import rock, rock product, fill material and/or recycled aggregates.

Kaden-Titan JV (being a joint venture between two wholly-owned subsidiaries of the Company which have a track record of undertaking rock excavation and earth works) proposes, as sub-contractor, to carry out the Sub-contract Works under the Sub-Contract, in connection with the operations of Faith Oriental under the Main Contract. The Sub-Contract is co-terminus with the Main Contract.

As the activities under the Sub-Contract form an integral part of the core business of the Group, the Directors consider that the opportunity to engage in such activities on normal commercial terms can contribute to the financial performance of the Group. The Directors (including the independent non-executive Directors) are of the view that the terms of the Sub-Contract are normal commercial and terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Further information regarding the Sub-Contract is set out below.

5

LETTER FROM THE BOARD

THE SUB-CONTRACT

Date:

Parties:

Sub-contract Works:

21 July 2015

Kaden-Titan JV as sub-contractor; and Faith Oriental as the main contractor.

Kaden-Titan JV is required to undertake the following Sub-contract Works (subject to any variations authorised by Faith Oriental):

1. rock excavation and multi-transportation of rock material within the site area, all in accordance with the details and requirements of the Main Contract or as directed by Faith Oriental save as expressly stated elsewhere in the Sub-Contract.

2. provision, servicing, removal upon Sub-contract Works completion, of temporary site accommodation, for Faith Oriental and the government appointed supervising officer.

3. (if required) temporary and permanent drainage, irrigation system and slope stabilization work according to the design to be provided by Faith Oriental.

6

LETTER FROM THE BOARD

The Sub-contract Works are to be executed in compliance with the works programme specified by Faith Oriental and in any event within the milestone dates for completion of work specified in the Main Contract, namely completion of 50% rock excavation within 1,460 days (or approximately 4 years) and completion of 75% of the rock excavation within 1,825 days (or approximately 5 years), completion of landscaping, drainage works and removal of processing plants and related buildings and stockpiles within 2,375 days (or approximately 6.5 years) and completion of all works within 2,555 days (or approximately 7 years) calculated from and including the date of possession of the site by Faith Oriental. For the Sub-contract Works relating to rock excavation, the Company has estimated that the total quantity of rock material requiring excavation to be approximately 6.36 million tonnes. The Company expects that such rock excavation will be conducted in 8 phases ranging from 6 months to 14 months. During the first 5 phases of rock excavation which will fall between early 2016 to late 2018, approximately 281,000 tonnes to 810,000 tonnes of rock material is expected to be excavated in each phase and the total quantity of rock excavation in such 5 phases represents approximately 31.5% of the total quantity of rock material requiring excavation. For the last 3 phases of rock excavation which will fall between late 2018 to late 2021, approximately 1.0 million tonnes to 2.1 million tonnes of rock material is expected to be excavated in each phase and the total quantity of rock excavation in such 3 phases represents approximately 68.5% of the total quantity of rock material requiring excavation.

7

LETTER FROM THE BOARD

Sub-Contract Price:

The Sub-Contract price (subject to adjustments in respect of any authorised variations to specific Sub-contract Works that will be separately agreed between the parties if and when they arise) is HK$532,635,000 that has been determined based on the Group’s pricing policy for construction projects or other projects involving the delivery of services similar to those set out in the Sub-Contract taking into account factors such as (i) the Group’s estimation of the volume of rock material that would be required to be excavated and transported at the site as mentioned above; (ii) estimation of the volume of rock materials that would need to be imported by Wai Kee Group to Lam Tei Quarry which was based on the estimation of volume of rock material that would be required to be excavated as mentioned above and the volume of rock materials required by Wai Kee to produce ready-mixed concrete in order to ensure that the processing plants to be established at Lam Tei Quarry as contemplated under the Main Contract can operate to designed capacity; (iii) the estimated costs of labour and professional staff, temporary materials, sub-contractors, plant and equipment required to undertake the works and other costs such as insurance costs; (iv) the estimated costs of provision, servicing and removal of the temporary site accommodation for the government appointed supervising officer, based on specifications under the Main Contract and for Faith Oriental based on specifications typically be required by a main contractor in Hong Kong; and (v) the overall profit margin that could be achieved being higher than other contracts undertaken by the Group for independent third party employers/main contractors.

If any variations arise and result in an increase in the Sub-Contract price, the Company will comply with the reporting and (applicable) shareholder approval requirements of the Listing Rules as appropriate.

8

LETTER FROM THE BOARD

Monthly payments under the Sub-Contract are to be made by reference to monthly statements of value of work properly done, all materials delivered to the site for incorporation in the Sub-contract Works and if allowable under the Main Contract, the value of off-site materials for incorporation in the Sub-contract Works at the date of the relevant statement. The statements of value of work properly done is prepared based on the records kept on site of the volume of rock material extracted - each truckload of rock material will be weighed in at a weigh bridge on site witnessed by representatives of both the Group and Wai Kee and recorded accordingly. These records are also subject to review by the government appointed supervising officer.

Payments under the Sub-Contract will be recognised as revenue in the Group’s financial statements by using the percentage of completion method, measured by reference to the value of work performed during the relevant period in accordance with the Hong Kong Financial Reporting Standards.

Conditions Precedent:

Term:

The obligations of the parties under the Sub-Contract shall be conditional upon the approval by the Independent Shareholders of the transactions under the Sub-Contract pursuant to the Listing Rules having been obtained.

The term of the Sub-Contract is 2,555 calendar days (or approximately seven years) calculated from and including the date of possession of the site by Faith Oriental, which is currently expected to be in August 2015. The Sub-Contract can be terminated earlier by Faith Oriental due to specified events including the failure to perform due diligence under the Sub-contract Works or breach of the Sub-Contract or occurrence of insolvency events in relation to Kaden-Titan JV or the termination of the Main Contract.

9

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Wai Kee is a majority shareholder of the Company. As at the Latest Practicable Date, Wai Kee (through its subsidiaries) was interested in 635,415,033 Shares, representing approximately 51.17% of the Company’s issued share capital. Accordingly, Wai Kee is a substantial shareholder of the Company and therefore a connected person of the Company under the Listing Rules. The transactions contemplated under the Sub-Contract constitutes a connected transaction of the Company under the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Sub-Contract exceed 5%, the transactions contemplated under the Sub-Contract are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to consider the terms of the Sub-Contract and the transactions contemplated thereto. BOSC International Company Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the same transactions.

As Faith Oriental, a wholly-owned subsidiary of Wai Kee, is a party to the Sub-Contract, Wai Kee and its associates are required under the Listing Rules to abstain from voting at the SGM on the resolution for approving the Sub-Contract. Mr. Zen Wei Peu, Derek (“Mr. Zen”), the Chairman and an executive Director held (i) 117,725,228 Shares representing 9.48% of the Company’s issued share capital; and (ii) 185,557,078 shares in Wai Kee representing 23.40% of the issued share capital in Wai Kee as at date of the Sub-Contract and as at the Latest Practicable Date. Accordingly, Mr. Zen has abstained from voting on the Board resolutions approving the terms of the Sub-Contract, as required by the Bye-laws of the Company, on the basis as Mr. Zen, as a director of the Company, is deemed to have a material interest in those transactions under the Bye-laws of the Company. In addition, Mr. Zen has confirmed to the Company that he and his associates will also voluntarily abstain from voting in the SGM.

SGM

It is proposed that the SGM be convened and held at Units 601-605A, 6th Floor, Tower B, Manulife Financial Centre, 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 14 August 2015 at 2:30 p.m. to consider and, if thought fit, approve the terms of the Sub-Contract. A notice of the SGM is set out on pages 31 to 32 of this circular.

10

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Dr. Chow Ming Kuen, Joseph, Mr. Ho Tai Wai, David and Mrs. Ling Lee Ching Man, Eleanor has been formed to advise the Independent Shareholders in respect of the terms of the Sub-Contract. The recommendations of the Independent Board Committee, based on the advice of the Independent Financial Adviser, is set out in its letter on pages 12 to 13 of this circular.

BOSC International Company Limited has also been appointed as the Independent Financial Adviser for the purpose of advising the Independent Board Committee and the Independent Shareholders in respect of the terms of the Sub-Contract. The advice of the Independent Financial Adviser is set out in its letter on pages 14 to 22 of this circular.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the transactions under the Sub-Contract to be fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Independent Shareholders to vote in favour of the ordinary resolution set out in the notice of the SGM.

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

11

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee, which has been prepared for the purpose of incorporation into this circular, setting out its recommendation to the Independent Shareholders in respect of the terms of the Sub-Contract as set out in the Circular.

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BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

29 July 2015

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We refer to the circular issued by Company to the Shareholders dated 29 July 2015 (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider and to advise you on the terms of the Sub-Contract, as set out in the Circular as to the fairness and reasonableness and to recommend whether or not the Independent Shareholders should approve the terms of the Sub-Contract as set out in the Circular. BOSC International Company Limited has been appointed as the Independent Financial Adviser to advise you and us in this regard. Details of the independent advice of the Independent Financial Adviser, together with the principal factors and reasons the Independent Financial Adviser has taken into consideration, are set out on pages 14 to 22 of the Circular.

RECOMMENDATION

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders which contains its advice to us in relation to the Sub-Contract.

12

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account principal factors and reasons considered by and the opinion of the Independent Financial Adviser as stated in its letter of advice, we consider that the transactions under the Sub-Contract as set out in the Circular to be fair and reasonable so far as the interests of the Independent Shareholders are concerned and to be in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Shareholders to support and to vote in favour of the resolution to approve the terms of the Sub-Contract.

Yours faithfully,

For and on behalf of Independent Board Committee of

Build King Holdings Limited Chow Ming Kuen, Joseph Ho Tai Wai, David

Ling Lee Ching Man, Eleanor Independent Non-executive Directors

13

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation into this circular, setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Sub-Contract.

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Suite 2608-2611 Citibank Tower, Citibank Plaza 3 Garden Road, Hong Kong

29 July 2015

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RELATION TO THE ENTERING INTO OF THE SUB-CONTRACT

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the entering into of the Sub-Contract between Kaden-Titan JV, a joint venture company between two wholly-owned subsidiaries of the Company, and Faith Oriental, a wholly-owned subsidiary of Wai Kee, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular of the Company (the “Circular”) to the Shareholders dated 29 July 2015, of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

On 21 July 2015, the Board announced that members of the Group have entered into the Sub-Contract to carry out the Sub-contract Works as a sub-contractor for the Lam Tei Quarry at which Faith Oriental is required to perform rehabilitation works.

The term of the Sub-Contract is 2,555 calendar days (or approximately seven years) calculated from and including the date of possession of the site by Faith Oriental, which is currently expected to be in August 2015, and the Sub-Contract price (subject to adjustments in respect of any authorised variations) pursuant to the Sub-Contract is HK$532,635,000.

14

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As of the Latest Practicable Date, Wai Kee (which wholly-owns Faith Oriental) is a majority shareholder of the Company. Accordingly, Wai Kee and Faith Oriental are connected persons of the Company under the Listing Rules. The transactions contemplated under the Sub-Contract therefore constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the transactions contemplated under the Sub-Contract exceed 5%, the transactions contemplated under the Sub-Contract are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As Faith Oriental, a wholly-owned subsidiary of Wai Kee, is a party to the Sub-Contract, Wai Kee and its associates are required under the Listing Rules to abstain from voting at the SGM on the resolution for approving the Sub-Contract. Mr. Zen Wei Peu, Derek (“Mr. Zen”), the Chairman and an executive Director held (i) 117,725,228 Shares representing 9.48% of the Company’s issued share capital; and (ii) 185,557,078 shares in Wai Kee representing 23.40% of the issued share capital in Wai Kee as at date of the Sub-Contract and as at the Latest Practicable Date. Accordingly, Mr. Zen has abstained from voting on the Board resolutions approving the terms of the SubContract as required by the Bye-laws of the Company, on the basis as Mr. Zen, as a director of the Company, is deemed to have a material interest in those transactions under the Bye-laws of the Company. In addition, Mr. Zen has confirmed to the Company that he and his associates will also voluntarily abstain from voting in the SGM.

The Independent Board Committee comprising all independent non-executive Directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ho Tai Wai, David and Mrs. Ling Lee Ching Man, Eleanor, has been formed to advise the Independent Shareholders in relation to the Sub-Contract.

BASIS OF OUR OPINION

In formulating our recommendation, we have relied on the information and facts contained or referred to in the Circular as well as the representations made or provided by the Directors and the senior management of the Company. The Directors have declared in a responsibility statement set out in the Appendix I to the Circular that they collectively and individually accept full responsibility for the accuracy of the information contained and representations made in the Circular and that there are no other matters the omission of which would make any statement in the Circular misleading. We have also assumed that the information and the representations made by the Directors as contained or referred to in the Circular were true and accurate at the time they were made and continue to be so up to the date of the SGM. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the senior management of the Company. We have also been advised by the Directors and believe that no material facts have been omitted from the Circular.

15

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or the prospects of the Company, Wai Kee, Kaden-Titan JV, Faith Oriental or any of their respective subsidiaries or associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and advice in relation to the Sub-Contract, we have considered the following principal factors and reasons:

1. Background and reasons for entering into the Sub-Contract

As stated in the Letter from the Board, the Group is principally engaged in the undertaking of construction projects in Hong Kong, the PRC and the Middle East, and is also engaged in environmental and waste management and marine engineering. According to the Company’s annual report for the year ended 31 December 2014, the Group’s revenue amounted to approximately HK$2,193.1 million and HK$3,237.3 million for the two years ended 31 December 2013 and 2014, respectively, and such revenue mainly represented income from construction contracts recognized during the relevant years.

On 31 March 2015, Faith Oriental, a wholly-owned subsidiary of Wai Kee, has been awarded the Main Contract under which it is required to carry out design, construction, completion and maintenance works in relation to the rehabilitation of the Lam Tei Quarry over a period of 2,555 calendar days (or approximately seven years) calculated from and including the date of possession of the site by Faith Oriental. The Main Contract grants Faith Oriental the rights and permission to process and sell surplus rock, overburden (being soft natural material or totally or partially decomposed rock) and rock products; to erect and/or install and operate processing plant, buildings and structures within the site to manufacture, sell and export from the site ready-mixed concrete, precast concrete units, bituminous materials; to manufacture, store, sell and export emulsion matrix from the site; and with prior permission from the government appointed supervising officer under the Main Contract to import rock, rock product, fill material and/or recycled aggregates.

16

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As mentioned above, as the Group is principally engaged in the undertaking of construction projects, Wai Kee has agreed under the Sub-Contract to appoint Kaden-Titan JV, a joint venture between two wholly-owned subsidiaries of the Company which have a track record of undertaking rock excavation and earth works, as sub-contractor to carry out the Sub-contract Works under the Sub-Contract. Provided that the Sub-Contract is negotiated and entered into on an arm’s length basis, and the relevant terms and pricing are on normal commercial terms and are no less favourable than the terms offered to other independent third parties for similar sub-contractor works, we consider the entering into of the Sub-Contract to be in the interests of the Group and the Shareholders as a whole. Furthermore, the Sub-Contract allows the Group to generate additional revenue for its core business.

Taking into account the above, in particular, (a) the nature of the Sub-Contract falls within the scope of the principal business of the Group, which is the undertaking of construction projects; (b) given the right terms and pricing, the Sub-Contract allows the Group to enhance its income stream; and (c) our analysis and view on the major terms of the Sub-Contract (as explained below), we consider the entering into the Sub-Contract is in line with the ordinary and usual course of business of the Group and in the interests of the Group and the Shareholders as a whole.

2. Major terms of the Sub-Contract

Our analysis on the major terms of the Sub-Contract is set out below.

(i) Sub-contract Works

Kaden-Titan JV is required to undertake the Sub-contract Works such as (a) rock excavation and multi-transportation of rock materials within the site area; (b) provision, servicing, removal upon Sub-contract Works completion, of temporary site accommodation, for Faith Oriental and the government appointed supervising officer; and (c) (if required) temporary and permanent drainage, irrigation system and slope stabilization work according to the design to be provided by Faith Oriental. The Sub-contract Works are to be executed in compliance with the works programme specified by Faith Oriental and in any event within the milestone dates for completion of work specified in the Main Contract.

17

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Sub-Contract Price

As stated in the Letter from the Board, pursuant to the Sub-Contract, the Sub-Contract price (subject to adjustments in respect of any authorised variations to specific Sub-contract Works that will be separately agreed between the parties if and when they arise) is HK$532,635,000 that has been determined based on the Group’s pricing policy for construction projects or other projects involving the delivery of services similar to those set out in the Sub-Contract taking into account factors such as:

• (a) the Group’s estimation of the volume of rock material that would be required to be excavated and transported at the site;

• (b) estimation of the volume of rock materials that would need to be imported by Wai Kee Group to Lam Tei Quarry which was based on the estimation of volume of rock material that would be required to be excavated and the volume of rock materials required by Wai Kee to produce ready-mixed concrete in order to ensure that the processing plants to be established at Lam Tei Quarry as contemplated under the Main Contract can operate to designed capacity;

• (c) the estimated costs of labour and professional staff, temporary materials, sub-contractors, plant and equipment required to undertake the works and other costs such as insurance costs;

• (d) the estimated costs of provision, servicing and removal of the temporary site accommodation for the government appointed supervising officer, based on specifications under the Main Contract and for Faith Oriental based on specifications typically be required by a main contractor in Hong Kong; and

• (e) the overall profit margin that could be achieved being higher than other contracts undertaken by the Group for independent third party employers/main contractors.

We have discussed with the Company to understand that the tendering procedure for the Sub-Contract was executed according to the Company’s standard tendering process. As understood from the Company, Wai Kee invited the Company to submit a tender for the Sub-Contract and provided the Company with the scope and requirements of the Sub-contract Works. Based on such scope and requirements, the Company determined the method and program of work, analysed the associated risks and opportunities, and also estimated the total costs of the Sub-contract Works. The aforesaid estimates were then reviewed by the project director of Kaden-Titan JV and the Chairman of the Group, who then jointly determined the appropriate price and margin for the Sub-contract Works.

18

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have obtained and reviewed the Company’s pricing summary sheets for the Sub-contract Works (which set out the costs and margins for the Sub-Contract) and we have discussed with the Company to understand how the detailed cost items and margin were determined. Prior to the pricing of the Sub-Contract, the Company determined their estimated costs based on the total cost of the following categories: (a) direct costs, the costs directly related to drilling, blasting and excavation of rocks and multi-transportation of rocks within the site area; (b) engineer’s preliminaries, the costs related to the erection, servicing and dismantling of temporary site accommodation and the provision of equipment to government representatives that are required to be on site as in accordance with the requirements of the Main Contract; (c) contractor’s preliminaries, the costs related to the erection, servicing and dismantling of temporary site accommodation and the provision of equipment to the main contractor’s staff on site; (d) insurance costs; and (e) the sub-contracting fee for independent subcontractors. The estimated costs for each of the aforesaid categories were determined through estimates of the following cost item(s) (where applicable), which include: (a) labour costs, which were estimated based on the number of staff required and the current wage levels with annual adjustments for inflation; (b) plant costs, which were estimated based on the amount of site offices, machinery and equipment required on site; (c) temporary material costs; which were estimated based on the amount of materials needed for the preliminaries of the government engineers and main contractor and will be cleared upon completion of the Sub-Contract; and (d) independent sub-contracting and general fees, which were estimated based on the requirement of various on-site services that are to be sub-contracted to independent third parties and fees paid for insurance. Based on the aforesaid cost estimates for the Sub-contract Works, the project director of Kaden-Titan JV and the Chairman of the Group then determined the margin for the Sub-Contract after assessing relevant risks and opportunities, and estimates of competitors’ tender prices levels relative to those of the Group based on the outcome of the Group’s recent tendering activities.

19

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In order to compare the margins between the Sub-Contract and other recent and similar sub-contract agreements entered into with independent third parties, we have obtained all of Titan’s sub-contractor projects with its independent third parties that are of similar nature and technicality (i.e. those involving rock excavation and earth works which form the main part of the Sub-contract Works) that were ongoing as at the Latest Practicable Date (the “Independent Sampled Transactions”). We selected Titan as a sample base because Titan is the only subsidiary within the Group that was engaged in sub-contractor projects of similar nature and technicality to the Sub-Contract as at the Latest Practicable Date. We then reviewed the relevant sub-contract agreements and pricing summary sheets (which set out the projects’ costs and margins), and noted that the margin charged by the Group for the Sub-Contract is higher than the average of the margins for the Independent Sampled Transactions. We have discussed with the Company to understand that the margin charged by the Group is higher for the Sub-Contract as compared to the average of the Independent Sampled Transactions because the Group and the Wai Kee Group have a long and trusted relationship, and due to the confidence the Wai Kee Group has on the quality of the Group’s construction work, both the Group and Wai Kee can manage the site efficiently by sharing resources (e.g. site office, general labour and supporting functional staff) and save site overhead expenses. As such, the on-site overhead as a percentage of total contract sum in respect of the Sub-Contract is substantially lower for the Wai Kee Group than the on-site overhead as a percentage of total contract sum in respect of the Independent Sampled Transactions for those main contractors. Due to such cost savings for the Wai Kee Group, the Group is able to charge the Wai Kee Group a higher price and hence higher margin on the Sub-Contract as compared to the Independent Sampled Transactions. Furthermore, we have discussed with the Company to understand that to ensure the Group’s margins for all substantial sub-contractor projects are determined appropriately, the Group implements internal procedures whereby details of the method and program of works, and estimation of costs and margins are reviewed by at least 2 directors of the sub-contractor entity at the tender stage. For sub-contractor projects with contract sum of over HK$10 million, approval from the Chairman of the Group is also required.

Taking into consideration the above, in particular how the costs and margin of the Sub-Contract were determined and the fact that we have compared the margin of the Sub-Contract (the “Sub-Contract Margin”) to the margins of the Independent Sampled Transactions (the “I3P Margins”) to ensure the Sub-Contract Margin is not lower than the I3P Margins, we are of the view that the Sub-Contract price of HK$532,635,000 for the Sub-Contract is fair and reasonable.

20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Terms of payment

Monthly payments under the Sub-Contract are to be made by reference to monthly statements of value of work properly done, all materials delivered to the site for incorporation in the Sub-contract Works and if allowable under the Main Contract the value of off-site materials for incorporation in the Sub-contract Works at the date of the relevant statement. We have reviewed the payment terms for the Independent Sampled Transactions and noted that the payment terms for the Sub-Contract are generally consistent with the payment terms for the Independent Sampled Transactions.

(iv) Term

The term of the Sub-Contract is 2,555 calendar days (or approximately seven years) calculated from and including the date of possession of the site by Faith Oriental, which is currently expected to be in August 2015. The Sub-Contract can be terminated earlier by Faith Oriental due to specified events including the failure to perform due diligence under the Sub-contract Works or breach of the Sub-Contract or occurrence of insolvency events in relation to the Kaden-Titan JV or the termination of the Main Contract.

(v) Contract Termination

In the case where the employment of Faith Oriental under the Main Contract is terminated before Kaden-Titan JV has fully performed its obligations under the Sub-Contract, Faith Oriental may at any time thereafter terminate Kaden-Titan JV’s employment by written notice. Kaden-Titan JV shall be entitled to be paid the full value of all work properly done and of all materials bought and left on the site less the sums Kaden-Titan JV has already received from the Wai Kee Group in respect of the Sub-contract Works. Pursuant to the Sub-Contract, there are no scenarios under which Kaden-Titan JV is allowed to terminate the Sub-Contract earlier without consent from the Wai Kee Group. We have reviewed the relevant termination terms for the Independent Sampled Transactions and noted that such termination terms for the Sub-Contract are generally consistent with the Independent Sampled Transactions.

21

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(vi) Conditions precedent

The obligations of the parties under the Sub-Contract shall be conditional upon the approval by the Independent Shareholders of the transactions contemplated under the Sub-Contract pursuant to the Listing Rules having been obtained.

Having considered the above, in particular the fairness and reasonableness of the Sub-Contract price for the Sub-Contract, we concur with the Directors’ view that the terms of the Sub-Contract are fair and reasonable so far as the Company and the Independent Shareholders are concerned and are in the interests of the Group and the Shareholders as a whole.

RECOMMENDATION

Having considered the principal factors and reasons referred to above, we are of the opinion that the Sub-Contract is on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Group and the Shareholders as a whole, and the terms thereof are fair and reasonable so far as the Group and the Independent Shareholders are concerned.

Accordingly, we advise the Independent Shareholders and the Independent Board Committee to recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the SGM to approve the Sub-Contract.

Yours faithfully, For and on behalf of BOSC International Company Limited Heidi Cheng Aaron Ko Managing Director Vice President Investment Banking Investment Banking

22

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(I) Directors’ Interests

As at the Latest Practicable Date, the Directors and the chief executive of the Company and their respective associates had the following interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV 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 which any such Director or, chief executive of the Company was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

(A) The Company

Interests in Shares

	Capacity/
	Nature of	Number of	Shares held	Percentage of
Name of Director	interest	Long position	Short position	shareholding
		(Note)		(%)
Zen Wei Peu, Derek	Personal	117,725,228	–	9.48
Chang Kam Chuen, Desmond	Personal	1,500,000	–	0.12
David Howard Gem	Personal	900,000	–	0.07
Cheng Chi Pang, Leslie	Personal	1,170,000	–	0.09

Note:

Long position in the Shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds).

23

GENERAL INFORMATION

APPENDIX I

(B) Associated corporations

Interests in shares

		Capacity/
		Nature of		Number of shares held		Percentage of
Name of Director	Name of company	interest	Long position		Short position	shareholding
				(Note)		(%)
Zen Wei Peu,	Wai Kee	Personal	185,557,078		–	23.40
Derek
	Wai Kee (Zens) Construction	Personal		2,000,000	–	10.00
	& Transportation
	Company Limited
	Wai Luen Stone Products	Personal		30,000	–	37.50
	Limited

Note:

Long position in the shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company and their respective associates had any interests or short positions in the shares, underlying shares and/or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or chief executive of the Company was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

24

GENERAL INFORMATION

APPENDIX I

(II) Substantial Shareholders’ Interests

(A) Interests in the Company

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, the following persons (“Substantial Shareholders”) (other than the Directors or the chief executive of the Company) had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provision of Divisions 2 and 3 of Part XV of the SFO:

	Capacity/		Number of Shares held and	Number of Shares held and
Name of Substantial	Nature of		percentage of	shareholding
Shareholder	interest	Long position	(Note (1))	Short position
		Number of		Number of
		Shares	%	Shares	%
Top Horizon Holdings Limited	Personal/Beneficiary	635,415,033	51.17	–	–
(“Top Horizon”) (Note (2))
Wai Kee (Zens) Holding Limited	Corporate	635,415,033	51.17	–	–
(“Wai Kee (Zens)”) (Note (3))
Wai Kee (Note (4))	Corporate	635,415,033	51.17	–	–
Vast Earn Group Limited	Personal/Beneficiary	67,404,052	5.43	–	–
(Note (5))
NWS Service Management	Corporate	67,404,052	5.43	–	–
Limited (incorporated in
the British Virgin Islands)
(Note (6))
NWS Service Management	Corporate	67,404,052	5.43	–	–
Limited (incorporated in
the Cayman Islands)
(Note (7))
NWS Holdings Limited	Corporate	67,404,052	5.43	–	–
(Note (8))
New World Development	Corporate	67,404,052	5.43	–	–
Company Limited (Note (9))
Chow Tai Fook Enterprises	Corporate	67,404,052	5.43	–	–
Limited (Note (10))
Chow Tai Fook (Holding)	Corporate	67,404,052	5.43	–	–
Limited (Note (11))

25

APPENDIX I

GENERAL INFORMATION

	Capacity/		Number of Shares held and	Number of Shares held and
Name of Substantial	Nature of		percentage of	shareholding
Shareholder	interest	Long position	(Note (1))	Short position
		Number of		Number of
		Shares	%	Shares	%
Chow Tai Fook Capital Limited	Corporate	67,404,052	5.43	–	–
(Note (12))
Cheng Yu Tung Family	Corporate	67,404,052	5.43	–	–
(Holdings II) Limited
(Note (13))
Cheng Yu Tung Family	Corporate	67,404,052	5.43	–	–
(Holdings) Limited
(Note (14))
Notes:

• (1) Long position in the Shares.

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

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

• (4) 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 Wai Kee (Zens).

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

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

• (7) NWS Service Management Limited (incorporated in the Cayman Islands) is deemed to be interested in the Shares through its interests in its wholly-owned subsidiary, namely NWS Service Management Limited (incorporated in the British Virgin Islands).

• (8) NWS Holdings Limited is deemed to be interested in the Shares through its interests in its wholly owned subsidiary, namely NWS Service Management Limited (incorporated in the Cayman Islands).

26

GENERAL INFORMATION

APPENDIX I

• (9) New World Development Company Limited is deemed to be interested in the Shares through its interests in its subsidiary, namely NWS Holdings Limited.

• (10) 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.

• (11) Chow Tai Fook (Holding) Limited is deemed to be interested in the Shares through its interests in its wholly-owned subsidiary, namely Chow Tai Fook Enterprises Limited.

• (12) Chow Tai Fook Capital Limited is deemed to be interested in the Shares through its interests in its subsidiary, namely Chow Tai Fook (Holding) Limited.

• (13) Cheng Yu Tung Family (Holdings II) Limited is deemed to be interested in the Shares through its interests in more than one-third of the issued share capital of Chow Tai Fook Capital Limited.

• (14) Cheng Yu Tung Family (Holdings) Limited is deemed to be interested in the Shares through its interests in more than one-third of the issued share capital of Chow Tai Fook Capital Limited.

Save as disclosed below, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or a short position in the Shares and 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:

Name of company which had such discloseable interest or Name of Director short position Position within such company Zen Wei Peu, Derek Top Horizon Director Wai Kee (Zens) Director Wai Kee Vice Chairman, Chief Executive Officer and Executive Director Cheng Chi Pang, Leslie Wai Kee Non-executive Director

27

GENERAL INFORMATION

APPENDIX I

(B) Interests in other members of the Group

As at the Latest Practicable Date, so far as was 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
		(%)
Archibuild Limited	Cheng Lai Heung	26.66
	Lai Yiu Wah	13.34
Cheuk Wah Construction	Goldky Industries Limited	40
Engineering Limited
Eastar Construction Engineering	Fulight Engineering Limited	20
Limited
Huge Host Engineering Limited	Downer Mining (Asia) Limited	30
W K Aviation Engineering	Kencana Capital Ventures Sdn. Bhd.	30
Company Limited

Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of the Company are not aware of any other persons (other than a Director or chief executive of the Company) who had an interest or short position in the Shares or 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 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 or had any options in respect of such capital.

28

GENERAL INFORMATION

APPENDIX I

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at Latest Practicable Date, none of the Directors and their respective associates had any interests in a business, which competed or was likely to compete, directly or indirectly, with the business of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors had any existing or proposed service contracts with any member of the Group which was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

Gateway Business Services Limited (a company which is ultimately wholly owned by Mr. David Howard Gem, a non-executive Director) entered into a consultancy service contract with Leader Construction Company Limited (a wholly owned subsidiary of the Company) for provision of consultancy services for a period commencing on 1 July 2014 until 31 December 2015 (both dates inclusive).

5. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

As at the Latest Practicable Date, the Independent Financial Adviser did not have any direct or indirect interest in any assets which had been, since 31 December 2014, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2014, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group.

6. MATERIAL ADVERSE CHANGES

The Directors are of the opinion that there has not been any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited accounts of the Group were made up.

29

GENERAL INFORMATION

APPENDIX I

7. EXPERT AND CONSENT

The following are the qualifications of the expert who has given opinions or advice which are contained in this circular:

Qualification

Name Qualification BOSC International The Independent Financial Adviser is a corporation licensed Company Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this circular, with the inclusion of its letter as set out in this circular and references to its name in the form and context in which they appear respectively.

As at the Latest Practicable Date, the Independent Financial Adviser did not have any shareholding in any member of the Group nor 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.

8. MISCELLANEOUS

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

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. (other than Saturdays, Sundays and public holidays) at the principal place of business of the Company in Hong Kong from the date of this circular up to and including 14 August 2015:

• (a) the letter from the Independent Financial Adviser, the text of which is set out on pages 14 to 22 of this circular;

• (b) the letter from the Independent Board Committee, the text of which is set out on pages 12 to 13 of this circular;

• (c) the Sub-Contract; and

• (d) this circular.

30

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

==> picture [146 x 49] intentionally omitted <==

BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of Build King Holdings Limited (the “Company”) will be held at Units 601-605A, 6th Floor, Tower B, Manulife Financial Centre, 223 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 14 August 2015 at 2:30 p.m. to transact the following businesses:

ORDINARY RESOLUTION

“ THAT the terms of the sub-contract entered into by a joint venture between Kaden Construction Limited and Titan Foundation Limited, each an indirect wholly-owned subsidiary of Build King Holdings Limited (the “Company”) and Faith Oriental Investment Limited, an indirect wholly-owned subsidiary of Wai Kee Holdings Limited dated 21 July 2015 (the “Sub-Contract”) in respect of the carrying out of certain works as a sub-contractor for the Lam Tei Quarry be and are hereby approved; and the directors of the Company be and are hereby authorised to do all such things and exercise all powers which they consider necessary, desirable or expedient in connection with the Sub-Contract and otherwise in connection with the implementation of the transactions contemplated thereunder including without limitation to the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements.”

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

Hong Kong, 29 July 2015

31

NOTICE OF SPECIAL GENERAL MEETING

APPENDIX II

Registered Office: Principal Place of Business Clarendon House in Hong Kong: 2 Church Street Units 601-605A, 6th Floor Hamilton HM 11 Tower B, Manulife Financial Centre Bermuda 223 Wai Yip Street Kwun Tong, Kowloon 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. Votes may be given either personally or by proxy or by a duly authorized corporate representative. A member may appoint more than one proxy to attend on the same occasion. 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 authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

3. 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 shall be delivered to the Company’s branch share registrar, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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.

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, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but 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.

32