09:24 SHUI ON CONS<00983> - Announcement (4) injection agreement dated 1 February 2005 between Prime Allied (Mauritius) and YNAOL as supplemented by the Tri-Party Agreement on the acquisition of 80% equity interest in Yunnan Cement and the further capital injection in Yunnan JV, as further supplemented from time to time, and which supersedes any inconsistent provisions on the same matter in any previous documents executed by the same parties `PRC Subsidiaries' Kunming Cement, Chuxiong Cement Factory, Kaiyuan Cement, Yunnan Kaixin and Dongjun Cement `Previous Announcements' announcements dated 25 June 2004, 19 July 2004, 2 August 2004, 11 August 2004, 23 August 2004, 6 September 2004, 28 September 2004, 6 October 2004, 19 November 2004 and 7 January 2005 made by the Company on, among other things, the Existing Agreements and the Acquisition `Prime Allied (BVI)' Prime Allied Enterprises Limited, a wholly owned subsidiary of the Group established in the British Virgin Islands `Prime Allied (Mauritius)' Prime Allied Enterprises Limited, a wholly owned subsidiary of the Group incorporated in Mauritius on 30 August 2004 `Reorganisation' the reorganisation to be procured by YNAOL whereby Yunnan Cement will acquire the entire equity interests in the PRC Subsidiaries, and/or their relevant new assets as appropriate `Tri-Party Agreement' the tri-party agreement dated 28 February 2005 among YNAOL, Prime Allied (Mauritius) and Prime Allied (BVI) in relation to the legal effect of the Existing Agreements and of, and further supplements, the New JV Agreement and the New Transfer Agreement `YNAOL' (Yunnan National Assets Operation Co. Ltd.) a state owned company incorporated in the PRC `Yunnan Cement' (Yunnan State Property Cement Company Limited), a company incorporated in the PRC and currently owned as to 100% by YNAOL `Yunnan JV' (Yunnan Shui On Construction Materials Investment Holding Co. Ltd.), a Sino-foreign joint venture company to be transformed from Yunnan Cement For the purpose of this announcement, unless otherwise indicated, the exchange rate of RMB1.06 =HK$1.00 has been used for currency translation, where applicable. Such exchange rate is for the purpose of illustration only and do not constitute a representation that any amounts in HK$ or RMB have been , or could have been or may be converted at such or any other rates. By Order of the Board Shui On Construction and Materials Limited Janice Tam Company Secretary Hong Kong, 2 March 2005 As at the date of this announcement, the executive directors of the Company are Mr. Vincent Lo Hong Sui, Mr. Wilfred Wong Ying Wai, Mr. Lawrence Choi Yuk Keung, Mr. Frankie Wong Yuet Leung, Mr. Raymond