09:36     BUILD KING HOLD<00240>-Announcement&Resumption of Trading(2)        

    To the best of the Directors' knowledge, information and                  
    belief, and having made all reasonable enquiries, each of PGWX,           
    and the JV Partners and their respective beneficial owners are            
    independent of and not connected with the Company or its                  
    subsidiaries, or any of the connected persons of the Company              
    and their respective associates.                                          
                                                                              
    Scope of business of JV                                                   
    Pursuant to the JV agreements, the JV will be engaged in the              
    construction and operation of a sewage treatment plant in Qian            
    Qiao Zhen, Hui Shan District, Wu Xi City, Jiang Su Province,              
    the PRC under a Franchise Agreement to be entered with PGWX               
    with acceptable terms and conditions for a term of 30 years.              
    The sewage treatment plant shall be transferred to PGWX upon              
    completion.                                                               
                                                                              
    Further announcement will be made by the Company in the event             
    that the Franchise Agreement contains different major terms to            
    those of the JV Agreements.                                               
                                                                              
    Registered capital of the JV                                              
    The registered capital of the JV will be RMB44.68 million                 
    (equivalent to approximately HK$42.15 million), of which RMB2             
    million (equivalent to approximately HK$1.89 million) will be             
    contributed by the JV partners by way of contribution in kind             
    (including but not limited to fees for design, feasibility                
    study and production at the preliminary stage of construction             
    of the sewage treatment plant) and the remaining RMB42.68                 
    million (equivalent to approximately HK$40.26 million) will be            
    contributed by WKCCL in cash, both within three months from               
    the issuance date of the business licence of the JV.                      
                                                                              
    Upon signing of the JV Agreements, WKCCL shall provide a bank             
    guarantee of RMB2 million (equivalent to approximately HK$1.89            
    million) to PGWX for a period up to two months from the                   
    commencement of the Wuxi Project. Save as disclosed, there is             
    no other capital commitment, guarantee or indemnity required              
    from the Group under the JV Agreements.                                   
                                                                              
    Upon establishment of the JV, it will be considered as a non-             
    wholly owned subsidiary of the Company. The results of the JV             
    will be consolidated into the Company's accounts.                         
                                                                              
    Board composition                                                         
    The board of directors of the JV will consist of three                    
    directors. Two are to be nominated by WKCCL and one of whom               
    shall be the chairman of the JV. One is to be nominated by JV             
    Partners and shall be the vice chairman of the JV.                        
                                                                              
    Other major terms of the JV Agreements                                    
    Set out below are the other major terms of the JV Agreements:             
                                                                              
    -   The JV shall have a term of 30 years commencing from the              
    issuance date of the business licence of the JV.                          
                                                                              
    -   The JV Partners have agreed not to share any profit                   
    generating from the operation of the sewage treatment plant               
    for the first five years and WKCCL will therefore be entitled             
    to receive 100% of the profit from the operation of the sewage            
    treatment plant during such period. The JV Partners and WKCCL             
    will be entitled to share the profit generating from the                  
    operation of the sewage treatment plant in accordance with                
    their contribution to the registered capital of the JV (i.e.              
    4.4% and 95.6% respectively) thereafter.                                  
                                                                              
    REASONS FOR ENTERING INTO THE JV AGREEMENTS                               
    The JV Partners are companies registered under the State                  
    Administration for Industry & Commerce in Hui Shan, Wu Xi City,           
    Jiang Su Province, the PRC with limited liabilities. *                    
    (Wu Xi Qian Qiao Sewage Treatment Company                                 
    Limited) is principally engaged in the management of sewage               
    treatment related businesses in the PRC and *                             
    (Wu Xi Hui Shan Qian Qiao Economic Development Company                    
    Limited) is principally engaged in the development, investment            
    and management of industrial parks and related facilities in              
    the PRC.