11:02     K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-7         

    Repayment:                                                                
    The final date of repayment is 13 months after the date of issue          
    of the FRNs unless previously redeemed.                                   
                                                                              
    Status:                                                                   
    The obligations under the FRNs will constitute general, unsecured         
    obligations of KWCM and rank equally among themselves and pari            
    passu with all other present and future unsecured and                     
    unsubordinated obligations of KWCM.                                       
                                                                              
    Transferability:                                                          
    The FRNs may be transferred with the consent of KWCM.                     
                                                                              
    Interest:                                                                 
                                                                              
    1st month                                                                 
    0% p.a.                                                                   
                                                                              
    2nd--4th month                                                            
    6% p.a.                                                                   
                                                                              
    5th--7th month                                                            
    7% p.a.                                                                   
                                                                              
    8th--10th month                                                           
    8% p.a.                                                                   
                                                                              
    11th--13th month                                                          
    9% p.a.                                                                   
                                                                              
    Interest accrued will be payable in arrears on the last day of each       
    monthly interest period. No dividends may be declared by KWCM as          
    long as the FRNs are outstanding.                                         
                                                                              
    Redemption:                                                               
    KWCM may redeem the FRNs at face value plus interest accrued and          
    unpaid at any time on giving 3 business days' irrevocable prior           
    written notice.                                                           
                                                                              
    KWCM will be obliged to redeem the FRNs from the net proceeds of          
    any equity related fund raising exercise.                                 
                                                                              
    Voting:                                                                   
    Holders of the FRNs will not be entitled to receive notices of,           
    attend or vote at any meetings (except for creditor's meetings of         
    KWCM) by reason only of being holders of the FRNs.                        
                                                                              
    Listing:                                                                  
    No listing of the FRNs will be sought on the Stock Exchange or any        
    other stock exchange.                                                     
                                                                              
    It has separately been agreed that at Completion, arrangements            
    will be put in place for HK$50,000,000 (in cash and FRNs depending        
    on the proportion of cash and FRNs paid to the Family Companies)          
    of the Purchase Price and 750,000,000 of the Consideration KWCM           
    Shares to be placed in an account by the Family Companies with an         
    Independent Third Party from which they cannot be withdrawn               
    without the consent of KWCM until after the end of the 15-month           
    period in which Canton Treasure can make warranty claims (which           
    are limited to a maximum aggregate of HK$3.8 billion) under the           
    Acquisition Agreement.                                                    
                                                                              
    Immediately after Completion KWCM will no longer be a subsidiary          
    of KWIH and the transaction will be a deemed very substantial             
    disposal for KWIH under the Listing Rules. The principal asset and        
    business of KWCM will be that of Galaxy but it will also retain           
    its existing construction materials business. KWCM will give              
    details of its future plans with respect to its existing                  
    construction materials business in the circular to be sent to the         
    KWIH Shareholders and the KWCM Shareholders in relation to,               
    amongst other things, details of the Acquisition. An analysis of          
    the shareholding structure of KWCM immediately before and after           
    Completion is set out in the section headed ``E. Changes to the           
    shareholding in KWCM as a result of the Acquisition'' below.              
                                                                              
    Application will be made to the Stock Exchange for the listing of         
    and permission to deal in the Consideration KWCM Shares.