09:44     NEW WORLD DEV<00017>&NWS HOLDINGS<00659>-J.Ann.&Resume(2)           

    The Purchaser is an independent third party not connected with the        
    directors, chief executives or substantial shareholders of NWD and        
    NWSH or their respective subsidiaries or any of their respective          
    associates.                                                               
                                                                              
    ASSETS TO BE DISPOSED OF                                                  
                                                                              
    Pursuant to the Sunmall Share Sale Agreement, Sunmall has agreed,         
    subject to certain conditions, to sell and the Purchaser has agreed       
    to buy the Sale Shares and the Shareholder Loans.                         
                                                                              
    The Sale Shares represent 31.4% of the total issued share capital of      
    ACTH and, as at the date of this announcement the Shareholder Loans       
    amount to approximately HK$264,819,765. ACTH is a joint venture           
    company owned as to 31.4% by Sunmall and 68.6% by CSXWT 8. ACTH is        
    an investment holding company and its wholly-owned subsidiary, ACT,       
    is engaged in the operation of CT8W.                                      
                                                                              
    CONSIDERATION                                                             
                                                                              
    The consideration for the Sale Shares will be HK$2,253. The               
    consideration payable for the Shareholder Loans will be                   
    HK$1,899,997,747. The total consideration of HK$1.9 billion will be       
    payable in cash to Sunmall on Completion. The consideration was           
    arrived at after arm's length negotiations between Sunmall and the        
    Purchaser with reference to various factors including ACTH's carrying     
    value in the NWSH Group and the relevant estimated expenses on this       
    disposal, which will be in the amount of approximately HK$0.8 billion,    
    and the market condition.                                                 
                                                                              
    The NWD Board expects a gain on disposal in the amount of approximately   
    HK$1.1 billion and HK$0.6 billion before and after minority interests     
    respectively and the NWSH Board expects that a gain in the amount of      
    approximately HK$1.1 billion will accrue as a result of the disposal      
    of the 31.4% interest in ACTH. The calculation of the gain is based       
    on the consideration less ACTH's carrying value in the NWD Group and      
    the NWSH Group respectively and the relevant expenses.                    
                                                                              
    CONDITIONS                                                                
                                                                              
    Completion of the Sunmall Share Sale Agreement is subject to and          
    conditional upon the fulfillment of, inter alia, the following            
    conditions precedent on or before 5 April 2005:                           
                                                                              
    (1)  Sunmall and NWSH having obtained all necessary consents,             
    permissions and other approvals from the board of directors of Sunmall    
    and NWSH which are necessary for the sale of the Sale Shares and the      
    Shareholder Loans and such consents, permissions and other approvals      
    remaining in full force and effect;                                       
                                                                              
    (2)  Sunmall and NWSH having obtained all necessary consents,             
    permissions and other approvals from the lenders for the sale of the      
    Sale Shares and the Shareholder Loans and the substitution of the         
    Purchaser for Sunmall and/or NWSH under the Facility Agreement and        
    related documents and such consents, permissions and other approvals      
    remaining in full force and effect;                                       
                                                                              
    (3)  CSXWT 8 not having exercised its right as an existing shareholder    
    in ACTH to acquire the Sale Shares and the Shareholder Loans pursuant     
    to the Shareholders' Agreement on or before the expiry of the             
    Prescribed Period or, alternatively, ACTH or CSXWT 8 has within the       
    Prescribed Period given written notice to Sunmall that ACTH has no        
    prospect of finding shareholder(s) to purchase all the Sale Shares        
    and all the Shareholder Loans or that CSXWT 8 will not exercise its       
    pre-emption right;                                                        
                                                                              
    (4)  the Purchaser having obtained all necessary consents,                
    permissions and other approvals from the board of directors of the        
    Purchaser which are necessary for the acquisition of the Sale Shares      
    and the Shareholder Loans and such consents, permissions and other        
    approvals remaining in full force and effect;                             
                                                                              
    (5)  the Purchaser having obtained all necessary consents,                
    permissions and other approvals from the lenders for the acquisition      
    of the Sale Shares and the Shareholder Loans and the substitution of      
    the Purchaser for Sunmall and/or NWSH under the Facility Agreement        
    and related documents and such consents, permissions and other            
    approvals remaining in full force and effect.                             
                                                                              
    HETRO SHARE SALE AGREEMENT                                                
                                                                              
    Date  :  4 February 2005                                                  
                                                                              
    Parties                                                                   
                                                                              
    Vendor  :  Hetro                                                          
                                                                              
    Purchaser  :  the Purchaser                                               
                                                                              
    Vendor's Guarantor  :  NWSH