09:36 BUILD KING HOLD<00240>-Announcement&Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no 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. BUILD KING HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 240) MAJOR TRANSACTION FORMATION OF A JOINT VENTURE COMPANY AND RESUMPTION OF TRADING Financial adviser Quam Capital Limited The Board wishes to announce that on 14 April 2005, WKCCL entered into the JV Agreements respectively with PGWX and the JV Partners, pursuant to which WKCCL and the JV Partners agreed to establish the JV to engage in the Wuxi Project. The JV will be owned as to approximately 95.6% by WKCCL and as to approximately 4.4% by the JV Partners. Pursuant to the JV Agreements, the registered capital of the JV will be RMB44.68 million (equivalent to approximately HK$42.15 million), of which RMB42.68 million (equivalent to approximately HK$40.26 million) and RMB2 million (equivalent to approximately HK$1.89 million) will be contributed by WKCCL in cash and the JV Partners by way of contribution in kind respectively within three months from the issuance of the business licence of the JV. The transaction contemplated under the JV Agreements constitutes a major transaction for the Company under the Listing Rules as the Company's contribution under the JV Agreements exceeds 25% of the average market capitalisation of the Company for the five business days immediately preceding the date of the JV Agreements and is therefore subject to the approval of the Shareholders at a general meeting. The Directors confirm that, to the best of their knowledge, no Shareholder is required to abstain from voting if the Company convenes a general meeting for the approval of the JV Agreements. It is expected that written approval will be received from the controlling shareholder of the Company, which holds approximately 64.23% of the shareholding of the Company, in lieu of holding a general meeting for this transaction. A circular containing, among other matters, details of the JV Agreements will be despatched to the Shareholders as soon as practicable. Trading in the Shares on the Stock Exchange has been suspended since 2:30 p.m. on 14 April 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:30 a.m. on 15 April 2005. INTRODUCTION The Board wishes to announce that on 14 April 2005, WKCCL entered into the JV Agreements respectively with PGWX and the JV Partners, pursuant to which WKCCL and the JV Partners agreed to invest RMB42.68 million (equivalent to approximately HK$40.26 million) and RMB2 million (equivalent to approximately HK$1.89 million), respectively in the JV. Pursuant to the JV Agreements, WKCCL and the JV Partners will be interested in approximately 95.6% and approximately 4.4% of the equity interest in the JV respectively. THE JV AGREEMENTS Date 14 April 2005 Parties (a) WKCCL, a wholly-owned subsidiary of the Company; (b) PGWX; and (c) the JV Partners, who are jointly and severally liable on terms and conditions stipulated under the JV Agreements.