10:13     TCC INT'L HOLD<01136> - Announcement (6)                            

    Transactions Agreements. The Directors have estimated the annual          
    limits of the Exempt Continuing Connected Transactions for the coming     
    three financial years ending 31 December 2007 based on the following      
    factors:                                                                  
                                                                              
    (a)                                                                       
    the Exempt Continuing Connected Transactions will be entered into         
    between the relevant subsidiaries of the Company and the relevant         
    connected person upon the terms and conditions set out in the             
    relevant Exempt Continuing Connected Transaction Agreements governing     
    the respective Exempt Continuing Connected Transactions;                  
                                                                              
    (b)                                                                       
    the estimates are based on the estimated volume of the Exempt             
    Continuing Connected Transactions for the three financial years           
    ending 31 December 2007 with reference to the production capacity and     
    estimated sales volumes of TCC Fuzhou and comparable market prices;       
                                                                              
                                                                              
    (c)                                                                       
    there will be no material changes in existing government policies,        
    political, legal, fiscal, or economic conditions in the PRC or            
    countries to which the Group exports its products; and                    
                                                                              
    (d)                                                                       
    there will be no material delay in the production schedule or             
    expansion projects of the TCC Fuzhou or TCC Port or material changes      
    in their production or operation process.                                 
                                                                              
    4.6                                                                       
    Reasons for the estimated annual maximum aggregate amounts of Exempt      
    Continuing Connected Transactions                                         
                                                                              
    The annual limits in the value of the Exempt Continuing Connected         
    Transactions are estimated based on the production capacity and           
    estimated sales volumes of TCC Fuzhou. In view of the promising           
    prospect of the PRC market, the Directors anticipate that TCC Fuzhou      
    may purchase finished products for sale and they estimate that the        
    annual production capacity and sales volumes in each of the three         
    years ending 31 December 2005, 2006 and 2007 will be 1.5 million MT       
    and 2 million MT respectively. In order to anticipate any potential       
    increase in the unit costs charged by Fuzhou Logistics in the face of     
    what the Directors perceive to be an increasing demand for logistics      
    services in Fuzhou and generally in the PRC in line with a buoyant        
    economy, the Directors have assumed a 10% increase for each               
    subsequent financial year and hence the annual limits for each of the     
    three financial years ending 31 December 2005, 2006 and 2007 are set      
    accordingly.                                                              
                                                                              
    5.                                                                        
    REASONS FOR AND BENEFIT OF THE NON-EXEMPT CONTINUING CONNECTED            
    TRANSACTIONS AND EXEMPT CONTINUING CONNECTED TRANSACTIONS                 
                                                                              
    The Directors consider that the terms of each of the Non-exempt           
    Connected Transaction Agreements and the Exempt Connected Transaction     
    Agreements to be fair and reasonable and to be in the interest of the     
    Shareholders as a whole.                                                  
                                                                              
    5.1                                                                       
    Anhui Conch                                                               
    The Directors consider the Clinker Supply Agreement and the               
    transactions contemplated thereunder to be in the interests of the        
    Group as Anhui Conch is the largest cement producer in the PRC and        
    can provide TCC Fuzhou with a reliable source of clinker of               
    consistent quality at a competitive price.                                
                                                                              
    5.2                                                                       
    Liuzhou Qingyu                                                            
    The Directors consider the Slag Supply Agreement and the                  
    transactions contemplated thereunder to be in the interests of the        
    Group as Liuzhou Steel through its subsidiary Liuzhou Qingyu is the       
    largest slag supplier in Guangxi Province of the PRC which has            
    committed to supply sufficient quantity of slag to TCC Liuzhou and        
    therefore can provide TCC Liuzhou with a reliable source of slag of       
    consistent quality. Moreover, the supply depots of Liuzhou Qingyu are     
    close to the plants of TCC Liuzhou which could reduce the                 
    transportation costs and shorten the lead time involved in the            
    purchase of raw materials.                                                
                                                                              
    5.3                                                                       
    Fuzhou Logistics                                                          
    The Directors consider both the Supply of Logistics Services              
    Agreement and the Supply of Unloading Services Agreement and the          
    transactions contemplated thereunder to be in the interests of the        
    Group. The Exempt Continuing Connected Transaction Agreements are         
    expected to allow the Group to take advantage of the comprehensive        
    services offered by Fuzhou Logistics which has expertise in the           
    provision of such services obtained from its Taiwanese parent             
    company.                                                                  
                                                                              
    6.                                                                        
    LISTING RULES IMPLICATIONS                                                
    Anhui Conch is a substantial shareholder of King Bridge, a company        
    in which the Company holds a 60% equity interest and Anhui Conch