09:12 BUILD KING HOLD<00240> - Announcement (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) DISCLOSEABLE AND CONNECTED TRANSACTIONS The Group has during the period from 10 May 2004 to 11 April 2005 (both dates inclusive) and the period from 4 August 2004 to 11 April 2005 (both dates inclusive) acquired on the market an aggregate of 2,065,000 Road King Shares for a total consideration of HK$11,411,700 and an aggregate of 4,093,000 Zhejiang Glass Shares for a total consideration of HK$8,807,600 respectively. Each of the Investments constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules as each of the total consideration for the acquisitions exceeds 5% of the average market capitalisation of the Company for the five business days immediately preceding 11 April 2005. By virtue of Wai Kee, a controller of the Company, being a substantial shareholder of Road King, the Road King Investments also constitute a connected transaction for the Company under Chapter 14A of the Listing Rules. As the Directors believe that (i) securities investment conducted by one of the Group's principal subsidiaries in its ordinary and usual course of business is one of the principal businesses of the Group and is also an integral part of the Group's treasury management activities, (ii) all the Road King Investments were conducted on the market; and (iii) to the best of the belief and knowledge of the Directors, no consideration was passed to any connected person of the Company, the Road King Investments should therefore be exempt from all the reporting, announcement and independent shareholders' approval requirements pursuant to Rule 14A.31(4) of the Listing Rules. However, after the recent consultation with the Stock Exchange, the Directors have been advised that the Road King Investments do not fall under the provisions of Rule 14A.31(4) of the Listing Rules and therefore relevant disclosures and independent Shareholders' approval were required with respect to the Road King Investments. Accordingly, the Company has breached Rule 14A.18 of the Listing Rules as a result and the Stock Exchange reserves the rights to take appropriate actions in respect of the Road King Investments. As investments and divestments of listed securities are part of the normal treasury management activities of the Group, the Group may dispose of its existing Road King Shares in the future. As such, the Company will seek the approval from the independent Shareholders at the Special General Meeting in relation to the Possible Disposals. A circular containing, inter alia, further details of the Investments together with a letter from the independent board committee and a letter from the independent financial adviser in relation to the Road King Investments and the Possible Disposals, and a notice convening for the Special General Meeting will be despatched to the Shareholders as soon as practicable. THE INVESTMENTS During the period from 10 May 2004 to 11 April 2005 (both dates inclusive) and the period from 4 August 2004 to 11 April 2005 (both dates inclusive), the Company has, through its wholly-owned subsidiary, acquired on the market an aggregate of 2,065,000 Road King Shares and an aggregate of 4,093,000 Zhejiang Glass Shares, respectively.