09:40 HANISON<00896> - 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. HANISON CONSTRUCTION HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code : 896) ANNOUNCEMENT DISCLOSEABLE TRANSACTION FINANCIAL ASSISTANCE OF APPROXIMATELY HK$46.4 MILLION TO THE HIP HING - HANISON JOINT VENTURE The Directors announce that on 4 March 2005, HCL, a wholly-owned subsidiary of the Company, has entered into an agreement to advance HK$20,000,000 in total and to provide guarantees of HK$26,393,000 in total, in each case, in respect of the Joint Venture. Of the HK$20,000,000 agreed funding commitment, HK$15,000,000 has, on 4 March 2005 been advanced, on an interest free and unsecured basis and with no fixed repayment date. It was funded from the internal resources of the Group and will be repaid as and when appropriate. The balance of the commitment will be advanced as and when required by the Joint Venture. The guarantees referred to above were given to secure 50% of the banking facilities of HK$52,786,000 to be granted by a bank in respect of the Joint Venture. As at 4 March 2005, the Joint Venture has applied to the bank for banking facilities of HK$47,987,000 to be utilized for issuing a performance bond for a construction project awarded to the Joint Venture on 24 December 2004. An identical funding commitment and guarantees on identical terms, have been agreed, and put up, in respect of the Joint Venture by Hip Hing, which participates in the Joint Venture with HCL on a 50:50 basis. The total funding commitment and guarantees put up by HCL together amount to approximately HK$46,393,000, which represents 18.4% of the Company's market capitalisation of HK$251,758,088 as at 4 March 2005. As such, the Transactions constitute a discloseable transaction under the Listing Rules. A circular containing details of the Transactions will be despatched to shareholders of the Company as soon as practicable after the publication of this announcement. BACKGROUND The Directors announce that on 4 March 2005, HCL, a wholly-owned subsidiary of the Company, has entered into an agreement to advance HK$20,000,000 in total and to provide guarantees of HK$26,393,000 in total, in each case, in respect of the Joint Venture. Of the HK$20,000,000 agreed funding commitment, HK$15,000,000 has, on 4 March 2005 been advanced, on an interest free and unsecured basis and with no fixed repayment date. It was funded from the internal resources of the Group and will be repaid as and when appropriate. The balance of the commitment will be advanced as and when required by the Joint Venture. The guarantees referred to above were given to secure 50% of the banking facilities of HK$52,786,000 to be granted by a bank in respect of the Joint Venture. The Joint Venture has also provided indemnity letters to the bank in respect of the HK$52,786,000 banking facilities. As at 4 March 2005, the Joint Venture has applied to the bank for banking facilities of HK$47,987,000 to be utilized for issuing a performance bond for a construction project awarded to the Joint Venture on 24 December 2004. An identical funding commitment and guarantees on identical terms, have been agreed, and put up, in respect of the Joint Venture by Hip Hing, which participates in the Joint Venture with HCL on a 50:50 basis. Further terms and conditions of the Joint Venture are stated in the section of this announcement headed "Terms of the Joint Venture" below. TERMS OF THE JOINT VENTURE Date: