09:27     SHANGRI-LA ASIA<00069> & KERRY PPT<00683> - Joint Ann. (3)          

    SA Shares as disclosed under the SFO, representing approximately 44.84%   
    of the issued SA Shares of 2,405,941,138 and is a substantial             
    shareholder of SA. KPL, as a subsidiary of KHL, is an associate of KHL    
    under the Listing Rules and is therefore a connected person of SA.        
    Beijing Jia Ao is also an associate of KHL by virtue of its being a non   
    wholly-owned subsidiary of KPL, and is therefore a connected person of    
    SA. Accordingly, the granting of the SA Guarantee by SA for the benefit   
    of Beijing Jia Ao constitutes a connected transaction for SA pursuant     
    to rule 14A.13(3) of the Listing Rules.                                   
                                                                              
    GENERAL INFORMATION                                                       
                                                                              
    The directors of KPL, including the independent non-executive directors   
    of KPL, consider that the granting of the KPL Guarantee by KPL is on      
    normal commercial terms, which are arrived at after arm's length          
    negotiations between KPL and the Bank and are fair and reasonable, and    
    in the interests of KPL and the shareholders of KPL as a whole.           
                                                                              
    The directors of SA, including the independent non-executive directors    
    of SA, consider that the granting of the SA Guarantee by SA is on         
    normal commercial terms, which are arrived at after arm's length          
    negotiations between SA and the Bank and are fair and reasonable, and     
    in the interests of SA and the shareholders of SA as a whole.             
                                                                              
    As the total guarantee amount under the KPL Guarantee is within the       
    exemption in respect of connected transactions under rule 14A.66(2)(a)    
    of the Listing Rules, details of the KPL Guarantee are required to be     
    disclosed by way of this announcement and will be included in the next    
    published annual report and accounts of KPL in accordance with rule       
    14A.45 of the Listing Rules.                                              
                                                                              
    As the total guarantee amount under the SA Guarantee is within the        
    exemption in respect of connected transactions under rule 14A.66(2)(a)    
    of the Listing Rules, details of the SA Guarantee are required to be      
    disclosed by way of this announcement and will be included in the next    
    published annual report and accounts of SA in accordance with rule        
    14A.45 of the Listing Rules.                                              
                                                                              
    As at the date of this announcement, the directors of KPL are Messrs.     
    Ang Keng Lam+, Wong Siu Kong+, Ho Shut Kan+, Ma Wing Kai, William+,       
    William Winship Flanz#, Lau Ling Fai, Herald# and Christopher Roger       
    Moss#, O.B.E. and the directors of SA are Messrs. Kuok Khoon Loong,       
    Edward+, Ye Longfei+, Giovanni Angelini+, Lui Man Shing+, Ng Si Fong,     
    Alan+, Ho Kian Guan@, Lee Yong Sun@, Roberto V. Ongpin@, Alexander Reid   
    Hamilton#, Tow Heng Tan# and Timothy David Dattels#, Madam Kuok Oon       
    Kwong@ and Mr. Ho Kian Hock@ (alternate to Mr. Ho Kian Guan).             
                                                                              
    DEFINITIONS                                                               
                                                                              
    "associate"  has the meaning ascribed to it in the Listing Rules;         
                                                                              
    "Bank"  Bank of China, Beijing Branch;                                    
                                                                              
    "Bei Ao"  ** (Beijing Bei Ao Inc.), a company incorporated in             
    the PRC;                                                                  
                                                                              
    "Bei Ao Guarantee"  the guarantee entitled "**" (guarantee) dated 24      
    December 2004 made between Bei Ao and the Bank whereby Bei Ao as          
    guarantor provides a proportionate several guarantee in favour of the     
    Bank guaranteeing the repayment of 5% of the monies (up to US$850,000     
    (approximately HK$6,630,000)) owed by Beijing Jia Ao to the Bank in       
    respect of the Facility under the Loan Agreement, and the related         
    interests and expenses;                                                   
                                                                              
    "Beijing Jia Ao"  ** (Beijing Jia Ao Real Estate Development              
    Co., Ltd.), a sino-foreign equity joint venture enterprise established    
    in Beijing in the PRC, in which KPL and SA have an indirect interest of   
    71.25% and 23.75%, respectively, and Bei Ao has a direct interest of 5%;  
                                                                              
    "connected person(s)"  has the meaning ascribed to it in the Listing      
    Rules;                                                                    
                                                                              
    "Facility"  a 30-month term loan facility of US$17,000,000                
    (approximately HK$132,600,000) made available by the Bank to Beijing      
    Jia Ao upon the terms and conditions as set out in the Loan Agreement;    
                                                                              
    "Guarantees"  the KPL Guarantee, the SA Guarantee and the Bei Ao          
    Guarantee;                                                                
                                                                              
    "HK$"  Hong Kong dollars, the lawful currency of Hong Kong;               
                                                                              
    "Hong Kong"  the Hong Kong Special Administrative Region of the PRC;      
                                                                              
    "KBGH"  Kerry Beijing (Guang Hua) Ltd, a company incorporated in Samoa,