13:28     BUILD KING HOLD<00240> - Results Announcement (2)                   

                                                                              
    2.      BASIS OF PREPARATION                                              
                                                                              
    On 23 April, 2004, the Company issued 5,987,000,000 ordinary shares of    
    HK$0.01 each and 3,000,000,000 convertible preference shares of HK$0.01   
    each to Top Horizon Holdings Limited ("Top Horizon"), which is a wholly   
    owned subsidiary of Wai Kee, at a total consideration of HK$89,870,000.   
    The consideration was satisfied by cash of HK$29,870,000 and injection of 
    Top Tactic Holdings Limited ("Top Tactic") and its subsidiaries (         
    collectively "Top Tactic Group") valued at HK$60,000,000. Top Tactic was a
    then wholly owned subsidiary of Top Horizon                               
                                                                              
    The Company obtains ownership of Top Tactic by the issuance of the voting 
    shares as consideration and has resulted the control of the combined      
    enterprise being transferred to Top Horizon.  Under generally accepted    
    accounting principles in Hong Kong, the transactions were accounted for as
    a reverse acquisition.  Top Tactic was treated as the acquirer and the    
    Company and its subsidiaries immediately before the issue of the voting   
    shares (the "Former I-China Group") were deemed to have been acquired by  
    Top Tactic.                                                               
                                                                              
    Top Tactic applied the acquisition method to account for the acquisition  
    of the Former I-China Group.  In applying the acquisition method, the     
    identifiable assets and liabilities of the Former I-China Group were      
    recorded on the balance sheet of the combined enterprise at their fair    
    values at 23 April 2004.  Goodwill arising on acquisition was determined  
    as the excess of the purchase consideration deemed to be incurred by Top  
    Tactic over the fair value of the separable assets and liabilities of the 
    Former I-China Group at 23 April 2004.                                    
                                                                              
    Net assets acquired were as follows:                                      
                                                                              
                                                            HK$'000           
                                                                              
            Property, plant and equipment                       51            
            Debtors, deposits and prepayments                  302            
            Creditors and accrued charges                     (213)           
                                                            --------          
                                                               140            
            Goodwill                                        31,975            
                                                            --------          
            Total consideration                             32,115            
                                                            ========          
                                                                              
            Satisfied by:                                                     
            Net assets of a subsidiary transferred to minority interests      
                                                             2,115            
            Issue of preference shares (note)               30,000            
                                                            --------          
                                                            32,115            
                                                            ========          
                                                                              
    Note:   The proceeds from the issue of the preference shares were applied 
    to settle the creditors of the Former I-China Group amounting to HK$22,   
    000,000 and the restructuring cost and expenses amounting to HK$7,795,000 
    in relation to the implementation of the Restructuring Agreement          
    immediately before the transfer of control of the Former I-China Group to 
    Top Tactic.                                                               
                                                                              
    A dividend was declared by Top Tactic prior to the completion of the      
    restructuring ("Completion") but the payment of it is will not be made    
    until 12 months after Completion and only of the Directors of the Company,
    when deciding to make the payment of such dividend, have consulted their  
    financial advisers and are satisfied that the Group will remain solvent   
    for at least 12 months after the payment.                                 
                                                                              
                                                                              
    3.      COMPARATIVE FIGURES FOR LAST CORRESPONDING PERIOD                 
                                                                              
    The comparative figures for the last corresponding period from 1 January  
    2003 to 31 December 2003 were prepared on the same basis as detailed in   
    remark 2.