11:21 HK CONSTRUCTION<00190> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility of the contents of this announcement, make not 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. HONG KONG CONSTRUCTION (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) Web site: www.hkconstruction.com (Stock Code: 190) DISCLOSEABLE TRANSACTION FOR INVESTMENT IN ASIA WIND POWER (MUDANJIANG) COMPANY LIMITED AND HONG KONG WIND POWER (MULING) COMPANY LIMITED The Board wishes to announce that pursuant to the Equity Transfer Agreements both dated 29 March 2005, the Company through Sinoriver, its wholly-owned subsidiary, agreed to acquire from the Transferor: (a) 29% of the registered capital of Project Company I; and (b) 75% of the registered capital of Project Company II. Under the Equity Transfer Agreement I, the Transferor has also agreed to transfer 51% of the registered capital of Project Company I to APC, a subsidiary of Asia Power Corporation Limited which is listed on the Singapore Exchange Securities Trading Limited. The remaining 20% equity interest of Project Company I and 25% equity interest of Project Company II will remain to be held by the Transferor. Pursuant to the MOU, Sinoriver has granted the Option in favour of APC whereby APC can, within 3 months after completion of capital contribution to Project Company II, require Sinoriver to sell to APC 10% of the registered capital of Project Company II held by Sinoriver after completion of Equity Transfer Agreement II at a price equal to the amount of capital contribution actually made by Sinoriver to such 10% registered capital plus interest at the rate of 6% per annum. Since no capital contribution was or will be made to any of the Project Companies by the Transferor prior to completion of the Equity Transfer Agreements, no consideration is payable by Sinoriver for the acquisition of 29% in the registered capital of Project Company I and 75% in the registered capital of Project Company II. However, after the shareholders of the respective Project Companies have made their respective capital contributions in accordance with their proportionate equity holdings, each of Project Company I and Project Company II will reimburse the Transferor for the costs and expenses already incurred and/or to be incurred by the Transferor on behalf of the relevant Project Companies for Project (Phase I) and Project (Phase II), being about HK$38 million for each of the Projects, that is, a total of about HK$76 million. Such amount will be subject to further verification by Sinoriver and APC.