1、 1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in re
2、liance upon the whole or any part of the contents of this announcement. BUILD KING HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 00240) DISCLOSEABLE TRANSACTION On 25 February 2010, the Purchasers and the Vendor entered into the S and (2) The Purchasers: (i) XAGT, a
3、limited company established in the PRC, which is engaged in the infrastructure works and construction; and (ii) AHSC, a limited company established in the PRC, which is engaged in the design of landscape and afforestation works. 2 To the best of the knowledge, information and belief of the Directors
4、, having made all reasonable enquiries, Purchasers and their respective ultimate beneficial owners are independent of and not connected with the Company or its subsidiaries, or any of the connected persons of the Company and their respective associates. Asset to be disposed: The Sale Equity Interest
5、s representing 49% equity interest in CRTE owned by the Vendor. XAGT and AHSC agreed to purchase 39% and 10% equity interest in CRTE respectively. Consideration: The consideration is RMB19,080,000.00 (approximately HK$21,681,000.00) fully payable in cash within 10 Business Days after signing of the
6、S (ii) all such consents or approvals required in respect of transfer of the Sale Equity Interests under the applicable laws and regulations in the PRC have been obtained; and (iii) the delivery to the Purchasers of the undertaking duly executed by the Vendor that the Purchasers shall not be held li
7、able to debts owed by CRTE to third parties before the Completion and tax liabilities incurred in relation to the Transaction. 3 In the event that the conditions precedent have not been fulfilled and/or waived in whole or in partly by the Purchasers (save for the above condition (i) on or before the
8、 Completion, all liabilities of the parties to the S&P Agreement shall immediately cease and determine and none of the parties thereto shall have any claim against the other. The Vendor shall within 14 Business Days from the date of cessation of the S&P Agreement refund to the Purchasers in full tog
9、ether with bank interest. Completion: Subject to conditions precedent being fulfilled, completion of the Transaction is to take place within three months from the date of the execution of the S&P Agreement. Upon completion, the Vendor will not own any equity interest in CRTE and the Joint Venture Ag
10、reement and the Supplemental Agreement shall be terminated, and all rights and obligations of each party thereunder shall thereupon cease. INFORMATION OF CRTE CRTE is a contractor of civil engineering projects in the PRC, holding a “First Class Main Contractor Licence of Municipal Public Works”. Bas
11、ed on the audited financial statements of CRTE for the years ended 31 December 2007 and 31 December 2008, the audited net profit (loss) before and after taxation of CRTE for the above years were approximately RMB455,000.00 (equivalent to approximately HK$489,000.00) and RMB(60,000.00) (equivalent to
12、 approximately HK$(67,000.00) respectively. The unaudited net asset value of CRTE as at 30 November 2009 was approximately RMB41,460,000.00 (equivalent to approximately HK$47,114,000.00). The Transaction will result in a gain of approximately HK$2,717,000.00, which was calculated with reference to t
13、he consideration of approximately HK$21,681,000.00 and the unaudited carrying value of the Sale Equity Interests of approximately HK$23,079,000.00 as at 30 November 2009 net of the unaudited carrying value of translation reserve (arising on translation of operation of the Sale Equity Interest) of ap
14、proximately HK$4,115,000.00 as at 30 November 2009. Such gain will be recognised in the consolidated financial statements of the Company for the year ending 31 December 2010. The Company intends to use the proceeds of the disposal to provide additional working capital of its business in Hong Kong. R
15、EASONS FOR THE TRANSACTION The Transaction enables the Company to realise its investment in the PRC construction business, so that it may focus on its construction business in Hong Kong and the Middle East. The Board is of the view that the terms of the Transaction are fair and reasonable and are on
16、 normal commercial terms, and considers the Transaction to be in the interests of the Company and its shareholders as a whole. 4 LISTING RULES IMPLICATION The Transaction constitutes a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules. INFORMATION ON THE COMPANY The C
17、ompany is an investment holding company and is principally engaged in the undertaking of construction and marine engineering projects in Hong Kong, the Middle East and the PRC, as well as environmental and waste management. DEFINITIONS In this announcement, the following expressions have the meaning
18、s set out below unless the context requires otherwise. “AHSC” 安徽山川秀生態園林發展有限公司 (Anhui Shanchuanxiu Ecological Garden Development Co., Ltd.), a limited liability company established in the PRC “associates” the meaning ascribed to it under the Listing Rules “Board” board of Directors “Business Days” a
19、calendar day other than Saturday, Sunday or statutory holidays in the PRC “connected persons” the meaning ascribed to it under the Listing Rules “Company” Build King Holdings Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exc
20、hange “Completion” within three months from the date of execution of the S&P Agreement as contemplated under the S&P Agreement “Consideration” the consideration of RMB19,080,000.00 (approximately HK$21,681,000.00), comprising RMB15,186,000.00 (approximately HK$17,256,000.00) payable by XAGT and RMB3
21、,894,000.00 (approximately HK$4,425,000.00) payable by AHSC “CRTE” 中鐵十局集團第三工程有限公司 (China Railway Tenth Group Third Engineering Co., Ltd.), an equity joint venture company established in the PRC on 6 February 2005 5 “CRTG” 中鐵十局集團有限公司 (China Railway Tenth Group Co., Ltd.), a state-owned limited liabil
22、ity company established in the PRC “Directors” directors of the Company “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Joint Venture Agreement” a joint venture agreement dated 2 November 2004 executed by the Vendor and CRTG in respect of the acquisition of 25% and 75% of the equ
23、ity interest of CRTE respectively “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” The Peoples Republic of China, excluding for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Purchasers” collectivel
24、y refer to XAGT and AHSC in respect of purchase of the Sale Equity Interests “Sale Equity Interests” the 49% equity interest in CRTE owned and disposed of by Vendor “S&P Agreement” the share transfer agreement dated 25 February 2010 entered into among the Vendor and the Purchasers in respect of the
25、sale and purchase of the Sale Equity Interests “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” a supplemental agreement to the Joint Venture Agreement dated 4 August 2006 entered into between the Vendor and CRTG in relation to the acquisition of 24% equity interest
26、in CRTE by the Vendor from CRTG “Transaction” the sale and purchase of the Sale Equity Interests pursuant to the terms of the S&P Agreement “Vendor” Wai Kee (Zens) Construction & Transportation Company Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary
27、of the Company “XAGT” 西 安 國 通 路 橋 工 程 有 限 公 司 (Xian Guotong Road & Bridge Engineering Co., Ltd.), a limited liability company incorporated in the PRC 6 “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent For illustration purposes in
28、 this announcement, the amounts denominated in RMB are translated into HK$ at the exchange rate of RMB0.93 to HK$1.00 and RMB0.89 to HK$1.00 for the audited income statements for 2007 and 2008 respectively and RMB0.88 to HK$1.00 for the unaudited balance sheet as at 30 November 2009 and the Consider
29、ation of the Transaction. No representation is made that any amount in RMB has been or could be converted at the above rates or at any other rates or at all. By Order of the Board Build King Holdings Limited Chang Kam Chuen, Desmond Company Secretary Hong Kong, 25 February 2010 As at the date of thi
30、s announcement, the Board comprises two executive directors, namely Mr. Zen Wei Peu, Derek and Mr. Chang Kam Chuen, Desmond, three non-executive Directors, namely Mr. David Howard Gem, Dr. Cheng Chi Pang, Leslie and Mr. Chan Chi Hung, Anthony, and three independent non-executive directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ng Chi Ming, James and Mr. Ho Tai Wai, David.
