Build King : Continuing Connected Transactions and Notice of Special General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Build King Holdings Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

BUILD KING HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00240) CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board (as defined herein) is set out on pages 4 to 13 of this circular. A letter of advice from the Independent Financial Adviser (as defined herein) to the Independent Board Committee (as defined herein) and the Independent Shareholders (as defined herein) is set out on pages 16 to 30 of this circular. A letter from the Independent Board Committee is set out on pages 14 to 15 of this circular.

A notice convening the special general meeting of Build King Holdings Limited to be held at Unit 1103, 11th Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 15 December 2017 at 10:45 a.m. is set out on Appendix II to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Progressive Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.

29 November 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 14 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 16 APPENDIX I - GENERAL INFORMATION 31 APPENDIX II - NOTICE OF SPECIAL GENERAL MEETING 39

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"associates" has the meaning ascribed thereto under the Listing Rules

"Board" the board of Directors

"Company" Build King Holdings Limited, a company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board of the Stock Exchange (Stock Code: 240)

"Concrete" ready mixed concrete

"Directors" the directors of the Company

"Group" the Company and its subsidiaries from time to time

"HK$" Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong" Hong Kong Special Administrative Region of the PRC "Independent Board Committee" the committee of the Company comprising all independent

non-executive Directors, namely Dr. Chow Ming Kuen, Joseph, Mr. Ho Tai Wai, David, and Mrs. Ling Lee Ching Man, Eleanor, established to make recommendation to the Independent Shareholders in respect of (i) the terms and the proposed revised annual caps in relation to the transactions under the Supplemental Agreement; and (ii) the terms and the proposed annual caps in relation to transactions under the 2018 Framework Agreement

"Independent Financial Adviser" or "Ballas Capital"

Ballas Capital Limited, a licensed corporation which is licensed to carry out type 1 (Dealing in Securities) and type 6 (Advising on Corporate Finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of (i) the terms and the proposed revised annual cap in relation to the transactions under the Supplemental Agreement; and

(ii) the terms and the proposed annual caps in relation to transactions under the 2018 Framework Agreement

"Independent Shareholders" Shareholders other than Wai Kee and its associates (as

defined in the Listing Rules)

"Latest Practicable Date" 24 November 2017, being the latest practicable date prior

to the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China, which shall for the purposes of this circular does not include Hong Kong, the Macau Special Administrative Region of the PRC or Taiwan

"Road King" Road King Infrastructure Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 1098) and an associate of Wai Kee

"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"SGM" the special general meeting of the Company to be convened on Friday, 15 December 2017 at 10:45 a.m. for the purpose of considering, and if thought fit, approving (i) the terms and the proposed revised annual cap in relation to the transactions under the Supplemental Agreement; and (ii) the terms and the proposed annual caps in relation to transactions under the 2018 Framework Agreement