10:03 ROAD KING INFRA<01098> - 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. ROAD KING INFRASTRUCTURE LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1098) DISCLOSEABLE TRANSACTION ACQUISITION OF LAND USE RIGHT The Company has successfully secured through auction the right to acquire the land use rights on the Lands, and has received the Confirmation from the Authority on 6 February 2005 in relation to the Acquisition. It expects to sign the land grant contracts for the Lands before the end of February 2005. The Acquisition constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules. A circular containing, among other things, details of the Acquisition will be despatched to the Shareholders as soon as practicable. The Directors are pleased to announce that the Company has successfully secured through auction the right to acquire the land use rights on the Lands, and has received the Confirmation from the Authority on 6 February 2005 in relation to the Acquisition. PARTIES TO THE CONFIRMATION (1) The Company, as the successful bidder for the Lands; and (2) The Authority, a PRC local government authority in charge of state-owned land resources, and the grantor of land use rights. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Authority is an Independent Third Party. DETAILS OF THE ACQUISITION The Company has agreed to purchase and the Authority has agreed to sell the land use rights on the Lands with total site area of approximately 487,000m2 for residential development and related ancillary facilities. The residential portion of both pieces of land have a tenor for 70 years from the actual delivery of the Lands. It is expected that the land grant contracts for the Lands will be signed before the end of February 2005 between a wholly-owned subsidiary of the Company and the Authority. CONSIDERATION The Total Consideration payable in respect of the Acquisition is approximately RMB700 million (approximately HK$660 million). The Total Consideration will be funded by internal resources of the Group. The Company has paid a deposit of RMB330 million and will pay a further RMB160 million making up to 70% of the Total Consideration before the end of April 2005. Remaining balance will be fully made upon delivery of all the land use rights on the Lands which is expected to be before 31 December 2006. The Acquisition is on an arm's length basis with normal commercial terms. In particular, Lands are being acquired through auction process and the Total Consideration represented a competitive bid offered for the Lands. After having taken into consideration the recent sale price for land in the vicinity, the Directors consider that the terms of the Acquisition are fair and reasonable and are in the interests of the Shareholders as a whole. REASONS FOR AND BENEFITS OF THE TRANSACTION The Company is an investment holding company and its subsidiaries are principally engaged in the investment in, development, operation and management of toll roads and expressways in the PRC. As stated in the Company's 2004 interim report, the Group believes that the PRC is a market with ample business and development opportunities. Apart from the development opportunities for toll road business in the PRC, the property market is also an area with great development potential in the long run. Apart from the Company's property development project in Guangzhou announced on 20 October 2004, the Group continues to look for opportunities to further broaden its business activities and is cautiously studying the property development projects in the PRC. The Directors consider that the two pieces of land are good for development as they are located at a prime area, easily accessible and situated at the new town center of Wujin