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ROAD KING INFRASTRUCTURE LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1098)

MAJOR TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN A PRC COMPANY WHICH OPERATES THE MACHAO EXPRESSWAY

The Board is pleased to announce that the Group has successfully tendered for the acquisition of 49% equity interest in the Target Company which will own the operating rights of the Machao Expressway for a period of 30 years (subject to final approval from the relevant government department). The Completion is subject to the approval of relevant government departments. In addition to the tender price of RMB271,004,251 (equivalent to approximately HK$347,798,063) payable to the Vendor for the Equity Interests, Road King China is required to provide (proportionate to its equity interest) financing to the Target Company for the repayment of Vendor Loans of approximately RMB1,161 million (equivalent to approximately HK$1,490 million) in principal amount. In addition, Road King China has budgeted potential additional funding (proportionate to its equity interest) of approximately RMB502 million (equivalent to approximately HK$644 million) to enable the Target Company to settle all pre-operation costs of the Machao Expressway.
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As one of the applicable percentage ratios in relation to the aggregate of the total consideration for the Equity Interests and Road King China's possible financing commitments for loans and capital commitments of the Target Company calculated under Rule 14.07 of the Listing Rules exceeds 25% but is less than 100%, the Proposed Acquisition constitutes a major transaction for the Company under Rule 14.06(3) of the Listing Rules and is therefore subject to reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules. The SGM will be convened and held for the purposes of considering and, if thought fit, approving the transactions contemplated under the Equity Transfer Agreement (including the Proposed Acquisition).
If Shareholders' approval cannot be obtained at the SGM, the Proposed Acquisition will not proceed. Other than the security deposit of RMB150 million (equivalent to approximately HK$193 million) which will be forfeited, there will be no other liability or penalty payable on the part of Road King China.

The Board is pleased to announce that the Group has successfully tendered for the acquisition of the Equity Interests in the Target Company which will own the operating rights of the Machao Expressway for a period of 30 years (subject to final approval from the relevant government department). The Completion is subject to the approval of relevant
government departments. The Equity Interests was auctioned through the