10:29 Exotic Warrant Information (25) The Exchange endeavours to ensure the accuracy and reliability of the information provided, but does not guarantee its accuracy 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 the information relating to exotic warrants. Investors are reminded to refer to the related warrant listing documents for details of the terms and conditions of the warrant. Stock Code (List Date) Salient Features -------------- ------------------------------------------------------ 4622 European-style Average Return Call Warrants 26/10/2004 May only be exercised on 8/11/2005 Cash Settlement Amount is the Entitlement multiplied by (a) the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less (b) the Exercise Price and then less the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 8th November 2004, 10th January 2005, 8th March 2005, 10th May 2005, 11th July 2005, 8th September 2005 and 8th November 2005 4666 European-style Average Return Call Warrants 10/11/2004 May only be exercised on 22/11/2005 Cash Settlement Amount is the Entitlement multiplied by (a) the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less (b) the Exercise Price and then less the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 22nd November 2004, 24th January 2005, 22nd March 2005, 24th May 2005, 25th July 2005, 23rd September 2005 and 22nd November 2005 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. SHUI ON CONSTRUCTION AND MATERIALS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 983) FURTHER ANNOUNCEMENT ON MAJOR TRANSACTION IN RELATION TO THE PROPOSED INVESTMENT IN A JOINT VENTURE, POTENTIAL CONTINUING CONNECTED TRANSACTION AND MAJOR TRANSACTION IN RELATION TO THE SUBSEQUENT DISPOSAL OF INTEREST IN THE JOINT VENTURE Financial advisers to SOCAM Deloitte & Touche Corporate Finance Ltd. Further to the Previous Announcements, the Directors announce that Prime Allied (Mauritius), a wholly owned subsidiary of the Group, has been nominated by the Company to replace Prime Allied (BVI), another wholly owned subsidiary of the Group, as the foreign investor in Yunnan JV, and will invest the same amount in Yunnan JV as disclosed in the Previous Announcements (in terms of the aggregate of the Consideration and the cash injection in Yunnan JV). The Directors also announce that on 1 February 2005 and 28 February 2005, Prime Allied (Mauritius) entered into: (i) the New JV Agreement and the New Transfer Agreement with YNAOL and the Tri-Party Agreement with Prime Allied (BVI) and YNAOL (collectively referred to as the `New Agreements'). Under the New Agreements, the mechanism for conducting the Acquisition and the capital injection in Yunnan JV have been revised, and consequential amendments have been made to the terms and conditions of the Existing Agreements; and (ii) the New Production Lines Agreement with YNAOL, Kunming Cement and Kaiyuan Cement whereby the detailed terms of the guarantee to be provided by YNAOL on cost overrun in respect of certain new production lines of the PRC Subsidiaries have been agreed. Reference is made to the 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 (the `Previous Announcements') of the Company. Terms defined in the Previous Announcements shall, unless otherwise defined herein, bear the same meanings as in this announcement. As announced in the Previous Announcements, Prime Allied (BVI), a wholly owned subsidiary of the Group, will invest in Yunnan JV by way of a one step approach. Under this one step approach arrangement, Prime Allied (BVI) will acquire 80% of the equity interest in Yunnan Cement, a PRC state-owned enterprise, thereby transforming Yunnan Cement into Yunnan JV, a sino foreign joint venture company. Such Acquisition will be conducted after the Reorganisation (i.e. after Yunnan Cement has acquired the Minority Interests and thereby holds 100% equity interest in the PRC Subsidiaries). Yunnan JV will be established with an initial registered capital of RMB511 million (about HK$482 million). Prime Allied (BVI) will pay about RMB409 million (about HK$386 million) to YNAOL for the Acquisition. Thereafter Prime Allied (BVI) and YNAOL will, in proportion to their equity interest in Yunnan JV, inject cash to bring the total registered capital of Yunnan JV to RMB600 million (about HK$566 million) and thereafter to bring the registered capital up to RMB1 billion (about HK$943 million) within 12 months of the setting up of Yunnan JV. Prime Allied (BVI) will inject cash totaling about RMB391 million (about HK$369 million) into Yunnan JV in this respect. On 1 February 2005 and 28 February 2005, Prime Allied (Mauritius), a wholly owned subsidiary of the Group nominated by the Company to replace Prime Allied (BVI) as the foreign investors in Yunnan JV, entered into the New Agreements to revise the mechanism for conducting the Acquisition from a one step approach to a two step approach to speed up and to facilitate the Reorganisation, which is one of the conditions to the Acquisition under the Existing Agreements. Consequential amendments to the terms and conditions of the Existing Agreements were also made as detailed below. At the same time, Prime Allied (Mauritius) also entered into the New Production Lines Agreement with YNAOL, Kunming Cement and Kaiyuan Cement on the detailed terms of the guarantee which YNAOL has agreed, in principle, to provide to Prime Allied (BVI) under the Existing Agreements on cost overrun in respect of certain new production lines of the PRC Subsidiaries. THE NEW AGREEMENTS Dates of the New Agreements 1 February 2005 and 28 February 2005 Parties