11:10     K. WAH INT'L<00173>K. WAH CONS<00027>-Joint Ann & Resumed-27        

    ``Galaxy A Shares''                                                       
    voting shares of MOP1,000 each in the capital of Galaxy with rights       
    as described under the section headed ``Capital structure of              
    Galaxy'';                                                                 
                                                                              
    ``Galaxy B Shares''                                                       
    voting shares of MOP1,000 each in the capital of Galaxy with rights       
    as described under the section headed ``Capital structure of              
    Galaxy'';                                                                 
                                                                              
    ``Galaxy Equity Interest''                                                
    838,719 Galaxy B Shares representing 97.9% of the economic                
    interest in Galaxy;                                                       
                                                                              
    ``Galaxy Shares''                                                         
    Galaxy A Shares and Galaxy B Shares;                                      
                                                                              
    ``HK$''                                                                   
    Hong Kong dollars, the lawful currency of Hong Kong;                      
                                                                              
    ``Hong Kong''                                                             
    the Hong Kong Special Administrative Region of the PRC;                   
                                                                              
    ``Hugo Legend''                                                           
    Hugo Legend Asia Corporation Limited, a company incorporated in           
    the British Virgin Islands and ultimately wholly-owned by Mr.             
    Pedro Ho on the date the Acquisition Agreement was first signed           
    but which was sold to Honour Link Group Limited as disclosed herein       
                                                                              
    ``Independent Third Party''                                               
    ---   in respect of KWIH, a person who and whose ultimate                 
    beneficial owner, to the best knowledge information and belief of         
    the directors of KWIH having made all reasonable enquiries, is a          
    third party independent of and not connected with KWIH, the Family        
    Companies, or any connected persons of KWIH and not being a party         
    acting in concert with KWCM, Dr. Lui or their respective associates       
    with respect to KWIH for the purpose of the Takeovers Code; and           
                                                                              
    ---   in respect of KWCM, a person who and whose ultimate                 
    beneficial owner, to the best knowledge information and belief of         
    the directors of KWCM having made all reasonable enquiries, is a          
    third party independent of and not connected with KWCM, the Family        
    Companies, or any connected persons of KWCM and not being a party         
    acting in concert with KWIH, Dr. Lui or their respective associates       
    with respect to KWCM for the purposes of the Takeovers Code;              
                                                                              
    in each case as ``connected'' is interpreted for the purposes of          
    the Listing Rules                                                         
                                                                              
    ``Kentlake''                                                              
    Kentlake International Investments Limited, a company                     
    incorporated in the British Virgin Islands and controlled by              
    Francis Lui;                                                              
                                                                              
    ``KWCM''                                                                  
    K. Wah Construction Materials Limited, a company incorporated in          
    Hong Kong, the shares of which are listed on the Stock Exchange;          
                                                                              
    ``KWCM Board''                                                            
    the board of KWCM Directors;                                              
                                                                              
    ``KWCM Directors''                                                        
    the directors of KWCM;                                                    
                                                                              
    ``KWCM EGM''                                                              
    the extraordinary general meeting of KWCM to be convened for the          
    purpose of approving, among other matters, the Acquisition, an            
    increase of the authorised share capital of KWCM and other                
    transactions contemplated under the Acquisition Agreement;                
                                                                              
    ``KWCM Group''                                                            
    KWCM and its subsidiaries;                                                
                                                                              
    ``KWCM Independent Board Committee''                                      
    an independent committee of the KWCM Board established to advise          
    KWCM Independent Shareholders on the Acquisition;                         
                                                                              
    ``KWCM Independent Shareholders''                                         
    holders of KWCM Shares other than KWIH, the Trusts, Family                
    Companies, the Lui Family, Dr. Lui, Francis Lui, Lawrence Lui, the        
    Minority Vendors and their respective ultimate beneficial owners          
    and their respective associates;                                          
                                                                              
    ``KWCM Shares''                                                           
    shares of HK$0.10 each in the capital of KWCM;                            
                                                                              
    ``KWCM Shareholder(s)''                                                   
    holder(s) of KWCM Shares;