09:44 NEW WORLD DEV<00017> - 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. New World Development Company Limited (incorporated in Hong Kong with limited liability) CONNECTED TRANSACTION The Directors are pleased to announce that on 6th February, 2002, the Company, Chow Tai Fook and Wee, an independent third party property development company, together with a wholly-owned subsidiary of each of the Company and Wee, and Jade Gain entered into a Shareholders' Agreement relating to Jade Gain which is the developer of the Project. The Company, Chow Tai Fook and Wee have a direct or indirect shareholding of 45 per cent., 30 per cent. and 25 per cent. respectively in Jade Gain. Chow Tai Fook together with its subsidiaries own approximately 38.10 per cent. of the issued share capital of the Company. Being a controlling shareholder of the Company, Chow Tai Fook is regarded as a connected person of the Company for the purpose of the Listing Rules on the Stock Exchange. Under the Listing Rules, the transactions contemplated under the Shareholders' Agreement would constitute a connected transaction of the Company and are subject to the disclosure requirements under Rule 14.25 of the Listing Rules. SHAREHOLDERS' AGREEMENT Date 6th February, 2002 Parties Shareholders (1) the Company Subsidiary as to 45% (2) Chow Tai Fook as to 30% (3) the Wee Subsidiary as to 25% Guarantors (i) the Company, as guarantor for the performance of the obligations of the Company Subsidiary (ii) Wee, as guarantor for the performance of the obligations of the Wee Subsidiary Board of Directors The Board shall comprise 8 directors, four of whom will be appointed by the Company Subsidiary, two of whom will be appointed by Chow Tai Fook and two of whom will be appointed by the Wee Subsidiary. The quorum for the meeting of the Board shall be constituted by three directors with at least one director nominated by each of the Shareholders. Financing Financing of Jade Gain shall be by way of shareholders loans advanced by the Shareholders in their Relevant Proportions and, if required, by the Company or the Company's Subsidiary in its Relevant Proportion, Chow Tai Fook in its Relevant Proportion and Wee or the Wee Subsidiary in its Relevant Proportion providing several guarantees or securities in accordance with the Relevant Proportions in respect of any borrowing from banks and/or financial institutions by Jade Gain. Information on the Project Jade Gain is the developer of the Tseung Kwan O Station Development, Package One - Area 55b. On the same date on which the Shareholders' Agreement was entered into, Jade Gain, the Company, Chow Tai Fook and Wee entered into the Development Agreement with MTRC to carry out the Project at the Area 55b development site located adjacent to the MTR Tseung Kwan O Station. The Project comprises the development and construction of residential accommodation, commercial accommodation and associated facilities at Tseung Kwan O Town Lot No. 75 Area 55b development site located adjacent to the MTR Tseung Kwan O Station with a development area of approximately 1,041,923 square feet. The total development costs (including capital and financial commitments) for the Project are budgeted at approximately HK$2 billion, however, depending on various market and other factors, the final figure for the total development costs may vary. It is expected that the development costs will be financed in the manner stated under the paragraph `Financing' above. Accordingly, the Company may in future provide finance, guarantees and/or security in respect of 45 per cent. of the estimated HK$2 billion development costs of the Area 55b development site. The Company's portion of funding is expected to be financed by its working capital. Guarantors Each of the Company, Chow Tai Fook and Wee has also, under the