11:24 HK CONSTRUCTION<00190> - Announcement (8) "Directors" the directors of the Company "Equity Transfer Agreement I" the Equity Transfer Agreement dated 29 March 2005 entered into between the Transferor as the transferor and APC and Sinoriver as the transferees "Equity Transfer Agreement II" the Equity Transfer Agreement dated 29 March 2005 entered into between the Transferor as the transferor and Sinoriver as the transferee "Equity Transfer Agreements" collectively the Equity Transfer Agreement I and Equity Transfer Agreement II "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "MOU" memorandum of understanding dated 29 March 2005 between APC, Sinoriver and the Transferor in respect of the grant of the Option by Sinoriver in favour of APC "Option" the right exercisable by APC within 3 months after completion of capital contribution to Project Company II to require Sinoriver to transfer to APC 10% of the registered capital of Project Company II held by Sinoriver 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 "PRC" the People's Republic of China "Projects" collectively Project (Phase I) and Project (Phase II) "Project (Phase I)" and the first and the second phases of the wind power project involving "Project (Phase II)" the building of two 30 megawatts wind power plants in Heilongjiang, the PRC "Project Companies" collectively Project Company I and Project Company II "Project Company I" # (Asia Wind Power (Mudanjiang) Company Limited*), a wholly foreign-owned enterprise established in the PRC on 29 December 2004 for undertaking Project (Phase I) "Project Company II" # (Hong Kong Wind Power (Muling) Company Limited*), a wholly foreign-owned enterprise to be established in the PRC by the Transferor for undertaking Project (Phase II) "Shareholders" the shareholders of the Company "Sinoriver" Sinoriver International Limited (#) , a wholly-owned subsidiary of the Company, a company incorporated in the British Virgin Islands with limited liability "Stock Exchange" The Stock Exchange of Hong Kong Limited