10:12     TCC INT'L HOLD<01136> - Announcement (4)                            

    that the aggregate value of the slag purchased by TCC Liuzhou from        
    Liuzhou Qingyu is not expected to exceed HK$15 million, HK$25 million     
    and HK$32 million for the years ending 31 December 2005, 2006 and         
    2007, respectively. Such figures are extrapolated from the expected       
    growth in sales of slag powder in view of PRC's macroeconomic             
    developments.                                                             
                                                                              
    3.                                                                        
    EXEMPT CONTINUING CONNECTED TRANSACTIONS                                  
    3.1                                                                       
    Terms and conditions of the Supply of Logistics Services Agreement        
                                                                              
                                                                              
    TCC Fuzhou and Fuzhou Logistics entered into the Supply of Logistics      
    Agreement on 31 December 2004 for the term from 1 January 2005 to 31      
    December 2007 to govern the supply of certain logistics services by       
    Fuzhou Logistics to TCC Fuzhou on a regular basis.                        
                                                                              
    According to the Supply of Logistics Agreement, Fuzhou Logistics          
    shall provide TCC Fuzhou with logistics services for packing and          
    loading TCC Fuzhou's cement and import customs clearance at Fuzhou        
    Yangyu Port and the factory area of TCC Fuzhou.                           
                                                                              
    Fuzhou Logistics will charge a fee on a per-MT basis for packing and      
    loading of TCC Fuzhou's cement and a fee on a per-shipment basis for      
    import customs clearance. Payment for such service charges shall be       
    settled on a monthly basis.                                               
                                                                              
    3.2                                                                       
    Terms and conditions of the Supply of Unloading Services Agreement        
                                                                              
                                                                              
    TCC Port and Fuzhou Logistics entered into the Supply of Unloading        
    Services Agreement on 31 December 2004 for the term from 1 January        
    2005 to 31 December 2007 to govern the supply of certain logistics        
    services by Fuzhou Logistics to TCC Port on a regular basis.              
                                                                              
    According to the Supply of Unloading Services Agreement, Fuzhou           
    Logistics shall provide TCC Port with logistics services for              
    unloading TCC Fuzhou's raw materials, semi-finished goods and             
    purchased finished goods at Fuzhou Yangyu Port and the factory area       
    of TCC Fuzhou.                                                            
                                                                              
    Fuzhou Logistics will charge a fee on a per-MT basis for unloading        
    clinker and other raw materials products and another fee on a             
    per-labour day basis for the labour involved in the cleaning of           
    vessels. Payment for such service charges shall be settled on a           
    monthly basis.                                                            
                                                                              
    4.                                                                        
    PROPOSED ANNUAL LIMITS FOR THE NON-EXEMPT CONTINUING CONNECTED            
    TRANSACTIONS AND THE EXEMPT CONTINUING CONNECTED TRANSACTIONS FOR THE     
    YEARS FROM 2005 TO 2007                                                   
                                                                              
    4.1                                                                       
    Annual Caps for Non-exempt Continuing Connected Transactions              
    The Directors estimate that the annual caps for the Non-exempt            
    Continuing Connected Transactions are as follows:                         
                                                                              
    Connected       2005 Amount in  2006 Amount in  2007 Amount in            
    Transactions    HK$             HK$             HK$                       
                    (million)       (million)       (million)                 
                    (estimated)     (estimated)     (estimated)               
                                                                              
    Anhui Conch                                                               
    Supply of       200             220             242                       
    Clinker                                                                   
                                                                              
    Liuzhou Qingyu                                                            
    Supply of Slag  15              25              32                        
                                                                              
                                                                              
                                                                              
    4.2                                                                       
    Basis for Non-exempt Continuing Connected Transactions                    
    The Directors consider that it is in the interest of the Group to         
    undertake the Non-exempt Continuing Connected Transactions upon the       
    terms and conditions set out in the relevant Non-exempt Continuing        
    Connected Transactions Agreements. The Directors have estimated the       
    annual limits of the Non-exempt Continuing Connected Transactions for     
    the coming three financial years ending 31 December 2007 based on the     
    following factors:                                                        
                                                                              
    (a)                                                                       
    the Non-exempt Continuing Connected Transactions will be entered          
    into between the relevant subsidiaries of the Company and its             
    relevant connected persons as defined under the Listing Rules upon        
    the terms and conditions set out in the relevant Non-exempt Connected     
    Transaction Agreements governing the respective Non-exempt Continuing     
    Connected Transactions;                                                   
                                                                              
    (b)                                                                       
    the estimates are based on the expected demand for clinker and slag       
    to meet the production needs of TCC Fuzhou and TCC Liuzhou,