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Placing of 26,000,000 existing shares by Shui On Company Limited

The Directors of Shui On Construction and Materials Limited (the "Company") have been informed by Shui On Company Limited, the Company's largest shareholder (the "Vendor") that it has entered into a placing agreement to place an aggregate of 26,000,000 shares of HK$1.00 each ("Shares") in the existing issued share capital of the Company to independent institutional investors (the "Placing") at a placing price of HK$8.20 per Share.

The Directors have been informed by the Vendor that the Vendor has appointed HSBC Investment Bank Asia Limited and Paribas to place 26,000,000 Shares between them to independent institutional investors at a placing price of HK$8.20 per Share, which represents a discount of approximately three per cent. to the closing price of HK$8.45 of the Shares as quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 15 April 1999. The 26,000,000 Shares represent approximately ten per cent. of the existing issued share capital of the Company.

Currently, the Vendor holds approximately 73.9 per cent. of the existing issued share capital of the Company. Apart from this, there is no person having an interest in ten per cent. or more of the existing issued share capital of the Company. Upon completion of the Placing, the Vendor will hold approximately 63.9 per cent. of the existing issued share capital of the Company.

By effecting the Placing, the Vendor's intention is to increase the free float of the Shares on the Stock Exchange, and thereby increase liquidity in trading of the Shares.

Save as disclosed above, the Directors are not aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.



By Order of the Board
Evans Li
Company secretary

Hong Kong, 15 April 1999