09:09 KWOON CHUNG BUS<00306> - Announcement (2) be able to merge together, and thus facilitating the management of the Group's business and that the Transactions are on normal commercial terms and are fair and reasonable insofar as the Shareholders are concerned. CONNECTED TRANSACTIONS FAD is a substantial shareholder holding approximately 29.98% interest in the entire issued share capital of the Company and is a direct wholly-owned subsidiary of NWFH; and NWFB is also a direct wholly-owned subsidiary of NWFH. Therefore, NWFB is a connected person of the Company and the Transactions constituted continuing connected transactions for the Company under Chapter 14A.34 of the Listing Rules. As each of the percentage ratios on an annual basis contemplated in the Transactions as defined in the Listing Rules is more than 0.1% but less than 2.5%, the Transactions are only subject to the announcement requirements under Rule 14A.47 of the Listing Rules and are exempt from the independent shareholders' approval requirements. Details of the Transactions will be included in the Company's next published annual report and accounts. CHANGE OF PRINCIPAL PLACE OF BUSINESS AND REGISTERED ADDRESS IN HONG KONG The Board also announces that with effective from 9 March 2005, the Company's principal place of business and registered address in Hong Kong changed to 3/F, 8 Chong Fu Road, Chai Wan, Hong Kong. DEFINITIONS "Agreement" the Agreement dated 9 March 2005 made between the Company and NWFB for the letting of the Premises to the Company "Board" the board of Directors "Company" Kwoon Chung Bus Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange "Directors" directors of the Company "FAD" First Action Developments Limited, a substantial shareholder of the Company holding approximately 29.98% interest in the entire issued share capital of the Company and a direct wholly-owned subsidiary of NWFH "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency for the time being of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mainland China" The People's Republic of China excluding Hong Kong "NWFB" New World First Bus Services Limited, a direct wholly-owned subsidiary of NWFH "NWFH" New World First Holdings Limited "Premises" The whole 3rd floor (17,907 square feet), portion of the 4th floor (9,110 square feet) and ten car parking spaces (one 24-hour parking and nine day parking) of the building situated at 8 Chong Fu Road, Chai Wan, Hong Kong "Shareholders" the holders of the shares of the Company as at the date of the Agreement "Stock Exchange" The Stock Exchange of Hong Kong Limited "Transactions" the transactions contemplated under the Agreement As at the date of this announcement, the Board comprises Mr. Wong Chung Pak, Thomas, Mr. Wong Leung Pak, Matthew, Mr. Wong Wing Pak, Mr. Lam Sze Hoo, Christopher, Mr. Cheng Wai Po, Samuel, Mr. Tsang Wing Hang, Mr. Lee Yin Ching, Stanley, Mr. Lo Kin Wai, Mr. Cheng King Hoi, Andrew, Mr. Ng King Yee, Mr. Chan Yu Kwong, Francis and Mr. Mok Wah Fun, Peter as executive Directors and Mr. Chan Bing Woon, SBS, JP, Mr. Sung Yuen Lam and Mr. Lee Kwong Yin, Colin as independent non-executive Directors. By order of the Board of Kwoon Chung Bus Holdings Limited Wong Chung Pak, Thomas Chairman Hong Kong, 9 March 2005