09:12     MTR CORPORATION<00066> - Announcement (3)                           

    (c)        the Company will allow, and will use its reasonable            
    endeavours to procure that the counterparty to the transaction will       
    allow, the auditors of the Company sufficient access to their records     
    for the purposes of giving the confirmation in (b) above;                 
                                                                              
    (d)        the Company will state in its annual report whether its        
    auditors have given the confirmation in (b) above; and                    
                                                                              
    (e)        the Company will notify the Stock Exchange promptly and        
    publish an announcement in the newspapers if it knows or has reason to    
    believe the independent non-executive directors of the Company and/or     
    the auditors of the Company will not be able to give the confirmations    
    in (a) and (b) above; and                                                 
                                                                              
    (iv)        in respect of any transaction which is not exempted under     
    Rule 14A.31 (in the case of a connected transaction) or Rule 14A.33 (in   
    the case of a continuing connected transaction) of the Listing Rules,     
    the Company will provide the Stock Exchange with a copy of the minutes    
    of the board meeting approving the transaction as soon as possible after  
    the meeting and the minutes will reflect:                                 
                                                                              
    (a)        whether or not the directors of the Company consider the       
    transaction to be on normal commercial terms and in the ordinary and      
    usual course of business of the Company;                                  
                                                                              
    (b)        the views of the independent non-executive directors of the    
    Company; and                                                              
                                                                              
    (c)        whether any director of the Company has a material interest    
    in the transaction and, if so, whether he has abstained from voting at    
    the meeting.                                                              
                                                                              
    (C)        The Stock Exchange has granted a waiver from strict            
    compliance with the requirements under Chapter 14A of the Listing Rules   
    which would otherwise apply to the Octopus Transactions subject to the    
    following conditions:                                                     
                                                                              
    (i)        in respect of any transaction which is not exempted under      
    Rule 14A.31 (in the case of a connected transaction) or Rule 14A.33 (in   
    the case of a continuing connected transaction) of the Listing Rules,     
    the Company will disclose in its next annual report following the         
    entering into of the transaction that:                                    
                                                                              
    (a)        the Company has entered into the transaction in the ordinary   
    and usual course of its business;                                         
                                                                              
    (b)        the transaction has been entered into either on normal         
    commercial terms or, if there are not sufficient comparable transactions  
    to judge whether they are on normal commercial terms, on terms that are,  
    in the opinion of the board of directors of the Company, fair and         
    reasonable and in the interests of the shareholders of the Company as a   
    whole; and                                                                
                                                                              
    (c)        the transaction has been entered into on terms no less         
    favourable than terms available to the other shareholders of Octopus      
    Cards;                                                                    
                                                                              
    (ii)        in respect of any continuing connected transaction which is   
    not exempted under Rule 14A.33 of the Listing Rules from any of the       
    reporting, the announcement and the independent shareholders' approval    
    requirements:                                                             
                                                                              
    (a)        the independent non-executive directors of the Company will    
    review the transaction every year and confirm in the annual report that   
    the transaction has been entered into:                                    
                                                                              
    (1)        in the ordinary and usual course of the business of the        
    Company;                                                                  
                                                                              
    (2)        either on normal commercial terms or, if there are not         
    sufficient comparable transactions to judge whether they are on normal    
    commercial terms, on terms no less favourable to the Company than terms   
    available to or from independent third parties; and                       
                                                                              
    (3)        in accordance with the relevant agreement governing them on    
    terms that are fair and reasonable and in the interests of the            
    shareholders of the Company as a whole; and                               
                                                                              
    (b)        the auditors of the Company will provide a letter to the       
    board of directors of the Company each year (with a copy to the Stock     
    Exchange at least 10 business days prior to the bulk printing of the      
    annual report), confirming that the transaction:                          
                                                                              
    (1)        has been approved by the board of directors of the Company;    
    and