10:12     K. WAH INT'L<00173> - Announcement (2)                              

                                   nor of the Company by virtue               
                                   of its 42% interest in                     
                                   Shanghai Bao Jia Concrete Co.              
                                   Ltd. as it is not a                        
                                   subsidiary (as defined in the              
                                   Listing Rules) of KWCM or the              
                                   Company and it does not fall               
                                   within the definition of a                 
                                   `connected person' under the               
                                   Listing Rules. Save as                     
                                   disclosed herein and to the                
                                   best of the knowledge,                     
                                   information and belief of the              
                                   Directors and having made all              
                                   reasonable enquiries,                      
                                   Shanghai Baosteel Group                    
                                   Corporation, Mitsubishi and                
                                   Tokyu and their respective                 
                                   ultimate beneficial owners                 
                                   are third parties independent              
                                   of the Company and its                     
                                   subsidiaries and connected                 
                                   persons of the Company.                    
    Business objective of the      The Joint Venture Company                  
    Joint Venture Company:         shall be established for the               
                                   principal purpose of property              
                                   development and investment in              
                                   Shanghai and Beijing of the                
                                   PRC.                                       
    Total investment amount and    The total investment amount                
    registered capital of the      of the Joint Venture Company               
    Joint Venture Company:         is RMB2,100,000,000                        
                                   (equivalent to approximately               
                                   HK$2,000,000,000), which                   
                                   includes the registered                    
                                   capital of RMB717,674,797                  
                                   (equivalent to approximately               
                                   HK$683,499,807).  Shanghai                 
                                   Baosteel Group Corporation is              
                                   treated as having contributed              
                                   to 41.5% (equivalent to                    
                                   RMB297,835,041 or                          
                                   approximately HK$283,652,420)              
                                   of the registered capital of               
                                   the Joint Venture Company by               
                                   virtue of the original and                 
                                   entire equity interests in                 
                                   the PRC Company owned by it                
                                   on the date of the Joint                   
                                   Venture Contract. The                      
                                   remaining registered capital               
                                   of the Joint Venture Company               
                                   will be funded in cash as to               
                                   41.5% (equivalent to                       
                                   RMB297,835,041 or                          
                                   approximately HK$283,652,420)              
                                   by the Company, as to 15%                  
                                   (equivalent to RMB107,651,219              
                                   or approximately                           
                                   HK$102,524,970) by Mitsubishi              
                                   and as to 2% (equivalent to                
                                   RMB14,353,496 or                           
                                   approximately HK$13,669,996)               
                                   by Tokyu.  The Company,                    
                                   Mitsubishi and Tokyu will                  
                                   further contribute                         
                                   RMB146,848,876.60,                         
                                   RMB53,077,907.84 and                       
                                   RMB7,077,054.25 respectively               
                                   (equivalent to approximately               
                                   HK$139,856,073, HK$50,550,388              
                                   and HK$6,740,052) as premium               
                                   of the registered capital.                 
                                   Such premium is to be                      
                                   satisfied in cash.  (Please                
                                   refer to the section headed                
                                   `Capital Increase Agreement'               
                                   for details of the                         
                                   contributions in the                       
                                   registered capital of the                  
                                   Joint Venture Company.)  Any               
                                   further funding required by                
                                   the Joint Venture Company                  
                                   will be funded by bank or                  
                                   other financial borrowings to              
                                   be arranged by the Joint                   
                                   Venture Company. Pursuant to               
                                   the Joint Venture Contract,                
                                   the Joint Venture Parties are              
                                   not required to provide                    
                                   further finance / guarantee                
                                   for outside borrowings of the              
                                   Joint Venture Company.                     
    Deadline for payment of        Within 30 days of the