09:45     NEW WORLD DEV<00017>&NWS HOLDINGS<00659>-J.Ann.&Resume(3)           

    ASSETS TO BE DISPOSED OF                                                  
                                                                              
    Pursuant to the Hetro Share Sale Agreement, Hetro, has agreed, subject    
    to certain conditions, to sell and the Purchaser has agreed to buy        
    the entire issued share capital of KSL. KSL will cease to be a            
    subsidiary of NWD and NWSH following Completion of the Hetro Share        
    Sale Agreement.                                                           
                                                                              
    CONSIDERATION                                                             
                                                                              
    The consideration for the entire issued share capital of KSL will be      
    HK$1.1 billion. The consideration will be payable in cash to Hetro        
    on Completion. The consideration was arrived at after arm's length        
    negotiations between Hetro and the Purchaser with reference to            
    various factors including KSL's carrying value in the NWSH Group and      
    the relevant estimated expenses on this disposal, which will be in        
    the amount of approximately HK$0.4 billion, and the market condition.     
                                                                              
    The NWD Board expects a gain on disposal in the amount of approximately   
    HK$0.7 billion and HK$0.4 billion before and after minority interests     
    respectively and the NWSH Board expects that a gain in the amount         
    approximately HK$0.7 billion will accrue as a result of the disposal      
    of the interests in KSL. The calculation of the gain is based on the      
    consideration less KSL's carrying value in the NWD Group and the NWSH     
    Group respectively and the relevant expenses.                             
                                                                              
    CONDITIONS                                                                
                                                                              
    Completion of the Hetro Share Sale Agreement is subject to and            
    conditional upon the fulfillment of the following conditions              
    precedent on or before the date of Completion of the Sunmall Share        
    Sale Agreement, or the fourth business day following the expiry of        
    the Prescribed Period, whichever is earlier:                              
                                                                              
    (1)  Hetro and NWSH having obtained all necessary consents,               
    permissions from the board of directors of Hetro and NWSH which are       
    necessary for the completion of the sale of the entire issued share       
    capital of KSL and such consents, permissions and other approvals         
    remaining in full force and effect;                                       
                                                                              
    (2)  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 KSL and such         
    consents, permissions and other approvals remaining in full force and     
    effect.                                                                   
                                                                              
    Upon Completion of the Hetro Share Sale Agreement, Hetro, RCL and the     
    Purchaser will enter into the Trust Deed pursuant to which RCL will       
    (among other things) hold the beneficial title and interest in and        
    to the indirect 16.67% attributable interest in ATL which is derived      
    by virtue of RCL's 33.34% shareholding in CSXWTHK and CSXWTHK's 50%       
    shareholding in ATL, for the benefit of Hetro as if such interests        
    have been retained in their entirety by Hetro such that Hetro will        
    continue to be entitled to all of the economic benefits, rights,          
    beneficial title, interests and be liable for all the obligations,        
    therein.  The Trust Deed will be entered into at Completion of the        
    Hetro Share Sale Agreement as Hetro wishes to retain the beneficial       
    title and interest in its indirect 16.67% attributable interest in        
    ATL.                                                                      
                                                                              
    (The details of the SIMPLIFIED ORGANISATION CHARTS IN RELATION TO THE     
    DISPOSALS, please refer to the press announcement today.)                 
                                                                              
    REASONS FOR THE DISPOSALS AND BENEFITS TO NWD AND NWSH                    
                                                                              
    The NWD Group is principally engaged in property development,             
    property investments, hotel and infrastructure investments, services      
    and telecommunications and technology business, primarily in Hong         
    Kong and the PRC. NWD is the ultimate holding company of, among others,   
    the NWSH Group.                                                           
                                                                              
    The principal activities of the NWSH Group are: (i) the investment        
    in and/or operation of facilities, contracting, transport, financial      
    and environmental services businesses; (ii) the development,              
    investment, operation and/or management of toll roads, expressways,       
    bridges and tunnel, power plant, water treatment and waste management     
    plants; and (iii) the development, investment, operation and              
    management of container handling, logistics and warehousing               
    businesses.