10:59 K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-1 THIS ANNOUNCEMENT IS FOR INFORMATION ONLY. IT IS NOT AN OFFER TO ACQUIRE, SUBSCRIBE, PURCHASE OR DISPOSE OF SECURITIES NOR IS IT CALCULATED TO INVITE ANY SUCH OFFERS 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. K. WAH INTERNATIONAL HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock Code: 173) K. WAH CONSTRUCTION MATERIALS LIMITED (incorporated in Hong Kong with limited liability) (Stock Code: 27) POSSIBLE ACQUISITION OF 88.1% OF THE VOTING SHARES CARRYING 97.9% OF THE ECONOMIC INTEREST IN GALAXY CASINO S.A. CONNECTED TRANSACTION AND VERY SUBSTANTIAL ACQUISITION FOR AND CHANGE OF NAME OF K. WAH CONSTRUCTION MATERIALS LIMITED AND CONNECTED TRANSACTION, DEEMED VERY SUBSTANTIAL DISPOSAL AND VERY SUBSTANTIAL ACQUISITION FOR K. WAH INTERNATIONAL HOLDINGS LIMITED Financial adviser to K. Wah Construction Materials Limited UBS Investment Bank The Acquisition Canton Treasure, a wholly-owned subsidiary of KWCM, agreed conditionally on 14th March, 2005 to acquire an economic interest of 73.6% in Galaxy from Family Companies and a further economic interest of 24.3% from the Minority Vendors for an aggregate Purchase Price of HK$18,405,198,023. The Purchase Price is to be satisfied as to HK$14,724,158,420 by the issue to the Vendors of 1,840,519,798 new KWCM Shares at HK$8.00 per KWCM Share and as to HK$3,681,039,603 by the issue to the Vendors of FRNs or, at the sole discretion of KWCM, FRNs and/or cash to the aggregate value of HK$3,681,039,603. The Consideration KWCM Shares represent about 141.9% of the existing issued share capital of KWCM and about 58.7% of the enlarged issued share capital of KWCM immediately after Completion (assuming that there will be no change in its issued share capital from the date of this announcement to Completion save for the issue of the Consideration KWCM Shares at Completion). The market value of the Consideration KWCM Shares (based on the closing price per KWCM Share of HK$8.50 on the Last Dealing Date) is HK$15,644,418,283. KWCM may finance part or all of the Purchase Price that it elects to pay in cash rather than FRNs through the issue and placing of additional new KWCM Shares. The timing and terms of such issue and placing (if any) of new KWCM Shares have yet to be decided. Galaxy is a company incorporated in Macau. It holds one of only three gaming concessions awarded by the Macau government to operate casinos in Macau and currently operates Galaxy Casino at Waldo Hotel, its first city club casino, in central Macau. The Family Companies are connected persons of both KWIH and KWCM. Certain effects of the transactions under the Acquisition Agreement Immediately after Completion: . KWCM will own 838,719 of the Galaxy B shares, representing 97.9% of the economic interest in Galaxy and 88.1% of the voting rights. The principal asset and business of KWCM will be that of Galaxy but KWCM will continue to operate its existing business in construction materials; and