10:13 TCC INT'L HOLD<01136> - Announcement (7) holds a 40% equity interest. Liuzhou Qingyu is a wholly-owned subsidiary of Liuzhou Steel, which is a substantial shareholder of TCC Liuzhou, a company in which a 70%-owned subsidiary of the Company holds a 60% equity interest and Liuzhou Steel holds a 40% equity interest. As such, Anhui Conch and Liuzhou Qingyu are respectively connected persons of the Company as defined under Rule 14A.11 of the Listing Rules. Accordingly, the transactions under the Clinker Supply Agreement and the transactions under the Slag Supply Agreement constitute non-exempt continuing connected transactions of the Company under Rule 14A.35 of the Listing Rules and are subject to the disclosure requirements under Rules 14A.37 to 14A.40, 14A.45 and 14A.47 and the approval of independent shareholders under Rule 14A.48 of the Listing Rules. The Board will appoint an independent board committee to consider and advise Shareholders on the terms of the Non-exempt Continuing Connected Transaction Agreements and the annual caps relating thereto, and will appoint an independent financial adviser to advise the independent board committee. A circular containing, among other things, details of the Non-exempt Continuing Connected Transactions and the annual caps relating thereto, the recommendation of the independent board committee and the advice of the independent financial adviser to the independent board committee will be dispatched to Shareholders as soon as practicable. Fuzhou Logistics is a fellow subsidiary of the Company. Accordingly, it is a connected person of the Company under Rule 14A.11 of the Listing Rules and the transactions under each of the Supply of Logistics Services Agreement and the Supply of Unloading Services Agreement constitute continuing connected transactions of the Company for Listing Rules purposes. As each of the applicable percentage ratios for each of such continuing connected transactions on an annual basis is expected to be less than 2.5%, they constitute exempt continuing connected transactions of the Company under Rule 14A.34 of the Listing Rules and are subject to the disclosure requirements under Rules 14A.45 to 14A.47 and are exempt from the independent shareholders' approval requirements of Chapter 14A of the Listing Rules. 7. WAIVER TCC, being the controlling shareholder of the Company, is interested in approximately 4.3% of the total issued share capital of Anhui Conch. Taking into account that, among other matters, the carrying value of the investment in TCC's shareholding in Anhui Conch as at 30 June 2004 as compared to TCC's audited net assets as at 30 June 2004 is relatively insignificant, it and its associates (including TCC International, but excluding the Group) as a whole has no material interest in the Clinker Supply Agreement. Anhui Conch is a connected person of the Company as defined under the Listing Rules only by virtue of its ownership of a 40% equity interest in King Bridge. So far as the Directors are aware, other than being interested in King Bridge, Anhui Conch and its associates have no connection with the Group, and none of Anhui Conch, its directors, controlling shareholders or associates has any interest in the shares of the Company. As such, no Shareholder would be required to abstain from voting on the transactions under the Clinker Supply Agreement. Liuzhou Qingyu is a connected person of the Company as defined under the Listing Rules only by virtue of its parent company, Liuzhou Steel, holding a 40% equity interest in TCC Liuzhou. So far as the Directors are aware, other than being interested in TCC Liuzhou, Liuzhou Steel and its associates have no connection with the Group, and none of Liuzhou Steel, its directors, shareholders or associates has any interest in the shares of the Company. As such, no Shareholder would be required to abstain from voting on the continuing connected transactions under the Slag Supply Agreement. TCC, which is beneficially and indirectly interested in approximately 72.51% of the issued share capital of the Company as of the date hereof, has confirmed in writing that in the event that Shareholders' approval in respect of the Non-Exempt Continuing Connected Transactions is required, it will vote, or procure the voting of the shares in the Company in which TCC and its associates are interested, in favor of the Non-Exempt Continuing Connected Transactions. TCC does not have any material interest in the Non-Exempt Continuing Connected Transactions and does not have any interest which is different from those of the other Shareholders. Since the passing of any resolution in respect of the Non-Exempt Continuing Connected Transactions by the Shareholders would be a foregone conclusion and no Shareholder would be required to abstain from voting at a general meeting on the Non-Exempt Continuing Connected Transactions, holding a Shareholders' meeting for this purpose would be an unnecessary formality. In view of the aforesaid, the Company has applied to the Stock Exchange pursuant to 14A.43 of the Listing Rules for a waiver from the requirement under the Listing Rules for the Company to hold a general meeting to seek shareholders' approval in respect of Non-Exempt Continuing Connected Transactions on the basis that no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the Non-Exempt Continuing Connected Transactions and the written approval from the shareholder holding more than 50% of the issued share capital of the Company has been obtained.