09:37 BUILD KING HOLD<00240>-Announcement&Resumption of Trading(3) The Group is principally engaged in the undertaking of civil engineering projects in Hong Kong, the PRC and Taiwan. As stated in the annual report of the Company for the year ended 31 December 2004, the Group intends to continue to explore new business opportunities in the PRC, the Middle East and Taiwan on both construction work and environment infrastructure projects as the prospects in Hong Kong is limited for the remaining of this year. The Directors believe that with good reputation and strong management of the Group, these markets will provide opportunities for future growth thereby moving towards its long term objective of profitable growth. The JV Agreements could provide an opportunity for the Group to invest in the sewage treatment sector in the PRC in order to enlarge the geographical coverage of its operation. In addition, with the increase of awareness in environmental education and protection in the PRC, the Directors are of the view that the JV could provide a steady cash inflow to the Group so as to increase the source of income for the Group. GENERAL 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 Top Horizon Holdings Limited, the controlling shareholder of the Company which is interested in 501,871,270 Shares, representing approximately 64.23% of the issued share capital of the Company as at the date of this announcement, 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. As at the date of this announcement, the Board comprises two executive directors, namely Mr. Zen Wei Peu, Derek and Mr. Yu Sai Yen, two non-executive directors, namely Mr. David Howard Gem and Dr. Cheng Chi Pang, Leslie, and three independent non- executive directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ng Chi Ming, James and Mr. Ho Tai Wai, David. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Board" the board of Directors; "Company" Build King Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange; "connected person(s)" has the meanings ascribed thereto in the Listing Rules; "Directors" directors of the Company; "Franchise Agreement" the franchise agreement to be entered into by the JV and PGWX in relation to the sewage treatment plant; "Group" the Company and its subsidiaries; "Hong Kong" The Hong Kong Special Administrative Region of the PRC; "JV" a sino-foreign cooperative joint venture company, currently proposed to be named as * (Wu Xi Qian Hui Sewage Treatment Co., Limited), to be established in the PRC pursuant to the JV Agreements; "JV Agreements" the investment agreement entered into between PGWX and WKCCL and joint venture agreement entered into between WKCCL and the JV Partners, both dated 14 April 2005 in relation to the establishment of the JV to engage in the Wuxi Project;