11:18 HOPEWELL HOLD<00054> - Announcement (1) The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 reliance upon the whole or any part of the contents of this announcement. HOPEWELL HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability under the Companies Ordinance) POSSIBLE MAJOR TRANSACTION INVOLVING SPIN-OFF AND SEPARATE LISTING OF HOPEWELL HIGHWAY INFRASTRUCTURE LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED, DISTRIBUTION OF HHI WARRANTS AND SHARE OPTION SCHEME OF HOPEWELL HIGHWAY INFRASTRUCTURE LIMITED ANNOUNCEMENT Reference is made to the announcement of Hopewell dated 17 April, 2003 in relation to the proposed Spin-off. The Spin-off may constitute a major transaction for Hopewell under Chapter 14 of the Listing Rules based on the Offer Price and the existing expected market capitalisation of HHI. HHI's expected market capitalization is calculated by reference to the Offer Price, which is subject to, inter alia, prevailing market conditions. Such information will be disclosed in the Prospectus of HHI to be issued in due course. In connection with the Spin-off, it is proposed that HHI Warrants be distributed to the Qualifying Shareholders, and that the Share Option Scheme be adopted. The register of members of Hopewell will be closed from 15 July, 2003 to 16 July, 2003 (both days inclusive) (or such later date(s) as the Board may determine) for the purpose of determining the entitlement of Hopewell Shareholders to HHI Warrants. No transfer of Hopewell Shares may be registered during that period. Last day of dealing in Hopewell Shares cum-entitlements to HHI Warrants is expected to be on 10 July, 2003. In order to qualify for the distribution of the HHI Warrants, all transfers must be lodged with the Registrar by no later than 4:00 p.m. on 14 July, 2003 (or such later date as the Board may determine if the Spin-off does not occur by 31 October, 2003). A circular containing, amongst othermatters, further information on the Spin-off, the distribution of HHI Warrants, the Share Option Scheme and a notice of the EGM will be despatched to Hopewell Shareholders as soon as practicable. The HHI Warrants are not being extended to Hopewell Shareholders whose registered addresses on the Record Date are outside of Hong Kong as such distribution to Hopewell Shareholders residing in certain jurisdictions may be illegal. Receipt, resale, other transfer and exercise of the HHI Warrants, and upon exercise, the HHI Shares within the United States or by U.S. persons (as such term is defined in Regulation S) are subject to and permitted only in accordance with certain restrictions. Resale, offer, other transfer and exercise of the HHI Warrants, and upon exercise, the HHI Shares are not restricted by U.S. securities laws if such transfer is to (or exercise is by) non U.S. persons (as such term is defined in Regulation S of the U.S. Securities Act) and takes place outside the U.S. in accordance with Regulation S of the U.S. Securities Act. Application has been made to the Stock Exchange for the Spin-off and permission to deal in the HHI Shares in issue and to be issued under the Offering or upon exercise of options granted under the Share Option Scheme and the HHI Warrants on the main board of the Stock Exchange. Hopewell Shareholders and potential investors should note that the proposed Spin-off, which is subject to a number of conditions, may or may not proceed. In particular, there is no assurance that approval from the Stock Exchange will be granted. Accordingly, Hopewell Shareholders and potential investors are urged to exercise extreme caution when dealing in Hopewell Shares. THE SPIN-OFF It is proposed that new HHI Shares will be issued pursuant to the Spin-off. In connection with the Spin-off, HHI Warrants will be distributed to Qualifying Shareholders and HHI will adopt the Share Option Scheme. HHI Group would be a `major subsidiary' of the Company as defined under paragraph 19 of the Listing Agreement as the pre-tax trading profits of HHI Group is expected to represent more than 15% of those of the Group and the Spin-off, if it proceeds, may constitute a material dilution of Hopewell's interest in the HHI Group. Depending on the expected Offer Price and the expected market capitalisation of HHI, the Spin-off may also constitute a major transaction for the Company under Chapter 14 of the Listing Rules. As such, the Spin-off is subject to the approval of Hopewell Shareholders under Chapter 14 and Practice Note 15 of the Listing