09:29     SHUI ON CONS<00983> - Announcement (1)                              

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, 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 announcement.                   
                                                                              
    SHUI ON CONSTRUCTION AND MATERIALS LIMITED                                
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 983)                                                         
                                                                              
    Discloseable Transaction                                                  
                                                                              
    The Directors are pleased to announce that on 31 December 2004, Shui On   
    Building Materials Limited, a wholly-owned subsidiary of the Company,     
    entered into the Agreement as the Vendor with Maxking Investments         
    Limited as the Purchaser, whereby the Vendor agreed to sell to the        
    Purchaser, the entire issued share capital of the Subject Companies for   
    a consideration of HK$95 million, pursuant to the Agreement.              
                                                                              
    The Sale constitutes a discloseable transaction of the Company under the  
     Listing Rules and a circular containing further details of the Sale      
    will be despatched to the shareholders of the Company as soon as          
    practicable in compliance with the Listing Rules.                         
                                                                              
    THE AGREEMENT                                                             
                                                                              
    Parties                                                                   
                                                                              
    (1)   Shui On Building Materials Limited, a wholly-owned subsidiary of    
    the Company, as the Vendor; and                                           
                                                                              
    (2)   Maxking Investments Limited, which is engaged in investment and     
    the business of construction materials and contracting, as the            
    Purchaser. The Company confirms that, to the best of the Directors'       
    knowledge, information and belief, the Purchaser and the ultimate         
    beneficial owners of the Purchaser are third parties independent of the   
    Company and connected persons of the Company.                             
                                                                              
    Assets Involved                                                           
                                                                              
    The Vendor will sell to the Purchaser the entire issued share capital of  
     each of the Subject Companies for a consideration of HK$95 million.      
                                                                              
    The Subject Companies are engaged in Hong Kong in the production and      
    distribution of ready mixed concrete and instant mortars and the          
    distribution and sale of cement.                                          
                                                                              
    The net asset value (or net deficit, as the case may be) of each of the   
    Subject Companies as at 31 March 2004 and the net profits (or losses as   
    the case may be) of each of the Subject Companies for the two financial   
    years ended 31 March 2004 are set out below:-                             
                                                                              
       Net asset value      Net profit       Net (loss)                       
       (net deficit)       (loss) for the year       for the year             
    Subject Companies   as at 31 March 2004      ended 31 March 2003          
    ended 31 March 2004                                                       
                                                                              
    Ken On Concrete Co. Ltd.   (HK$45.85 million   )   (HK$24.8 million   )   
       (HK$52.8 million   )                                                   
    Instant Mortars Ltd.   HK$9.34 million      HK$0.34 million               
    (HK$0.78 million   )                                                      
    Shui On Cement Co. Ltd.   (HK$0.05 million   )   (HK$0.01 million   )     
    (HK$0.02 million   )                                                      
    Honest China Ltd. (Note)   HK$11.2 million      HK$11.81 million          
    (HK$0.41 million   )                                                      
                                                                              
    Note:   As Honest China Ltd. was incorporated in November 2004, its       
    financial information presented above refer to those attributable to the  
     assets and liabilities agreed to be assumed by Honest China Ltd. prior   
    to Completion pursuant to the Agreement.                                  
                                                                              
    Other terms and completion arrangement                                    
                                                                              
    The Vendor will retain the benefit of all receivables of, and bear all    
    liabilities of, the Subject Group as accrued in respect of matters prior  
     to Completion. The Vendor will also retain certain working machinery     
    and equipment of the Subject Companies, with a net book value of          
    approximately HK$2.27 million as at 31 March 2004, as agreed by the       
    Vendor and the Purchaser as set out in the Agreement.                     
                                                                              
    The Vendor and the Purchaser agreed to have post completion adjustments   
    in respect of prepayments, payables, receivables, cash and inventory of   
    the Subject Group within 2 months of Completion.                          
                                                                              
    The Company and the Vendor have agreed with the Purchaser that subject