09:12     MTR CORPORATION<00066> - Announcement (4)                           

    (2)        has been entered into in accordance with the relevant          
    agreement governing the transaction;                                      
                                                                              
    (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;                                                     
                                                                              
    (iii)        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.                                                              
                                                                              
    The Stock Exchange has granted the New Waiver on the basis that the       
    Company will not rely on the New Waiver in the case of any future         
    possible merger between the Company and KCRC. All other connected         
    transactions not covered by the New Waiver or the Old Waiver would be     
    treated by the Stock Exchange in accordance, and be required to comply,   
    with Chapter 14A of the Listing Rules.                                    
                                                                              
    The Stock Exchange has reserved for itself the right to review, revoke    
    or modify the New Waiver and its conditions in circumstances including,   
    but not limited to:                                                       
                                                                              
    (a)        where changes are made to the Listing Rules and/or statutes    
    which would have a bearing on the application of the Listing Rules;       
                                                                              
    (b)        where new information comes into light;                        
                                                                              
    (c)        where there are structural changes in the composition of the   
    associates of the HKSAR Government or any other persons who are           
    connected persons of the Company by virtue of the connection between the  
    Company and the HKSAR Government; or                                      
                                                                              
    (d)        any change in the circumstances under which the New Waiver     
    was granted.                                                              
                                                                              
    In this announcement, "associates", "connected transactions",             
    "continuing connected transactions" have the meanings given to them in    
    the Listing Rules.                                                        
                                                                              
    By Order of the Board                                                     
    Leonard Bryan Turk                                                        
    Secretary                                                                 
    Hong Kong, 13th January, 2005                                             
                                                                              
    Members of the Board: Dr. Raymond Ch'ien Kuo-fung (Chairman)**, Chow      
    Chung-kong (Chief Executive Officer), Professor Cheung Yau-kai*, David    
    Gordon Eldon*, T. Brian Stevenson*, Edward Ho Sing-tin*, Lo Chung-hing*,  
    Christine Fang Meng-sang*, Frederick Ma Si-hang (Secretary for Financial  
    Services and the Treasury)**, Secretary for the Environment, Transport    
    and Works (Dr. Sarah Liao Sau-tung)** and Commissioner for Transport      
    (Robert Charles Law Footman)**                                            
                                                                              
    Members of the Executive Directorate: Chow Chung-kong, Russell John       
    Black, William Chan Fu-keung, Philip Gaffney, Thomas Ho Hang-kwong,       
    Lincoln Leong Kwok-kuen and Leonard Bryan Turk                            
                                                                              
    *        independent non-executive directors                              
                                                                              
    **        non-executive directors