09:45 NEW WORLD DEV<00017>&NWS HOLDINGS<00659>-J.Ann.&Resume(4) The investments made by the NWD Group in CT3 and CT8W since 1991 and 1998, respectively were for long-term investment purpose, being part of the NWD Group's strategy to expand into ports, warehousing and logistics businesses. Pursuant to the reorganization of the NWD Group in 2003, the CT3 and CT8W projects have been undertaken by the NWSH Group. The NWSH Board considers that the unsolicited offer by the Purchaser with reference to the estimated gain arising from the Disposals which are mentioned above, to be exceptionally attractive and expects that the Disposals will result in a gain for the NWSH Group of approximately HK$1.8 billion. The NWSH Group continues to retain an interest in the logistics industry by retaining an attributable 55.67% interests in ATL, by virtue of Hetro's 39% direct shareholding and its indirect 16.67% attributable interest. Since ATL will continue to be a jointly controlled entity of NWD and NWSH, NWD and NWSH will account for the results and reserves of ATL according to their respective interest in ATL. Each of the NWD Board and the NWSH Board believes that the terms of the Disposals are fair and reasonable and in the interests of the respective shareholders of NWD and NWSH as a whole. The net proceeds from the Disposals are intended to be utilized to repay certain bank borrowings, to explore new investment opportunities and as general working capital of the NWSH Group. As at the date of this announcement, the NWSH Group has not yet determined in which proportion the net proceeds from the Disposals should be applied to such intended uses. To the extent that the net proceeds received by the NWSH Group are not immediately applied for the above purposes, it is the present intention of the NWSH Board that they will be deposited with licensed banks in Hong Kong. BACKGROUND OF THE PURCHASER The Purchaser is one of the leading port operators in the world. With flagship operations in Singapore and Belgium, the Purchaser operates an extensive global network of 16 port projects in 11 countries across Europe, India, China and East Asia. In 2004, the Purchaser handled more than 33 million TEUs of containers worldwide. BACKGROUND INFORMATION OF ACTH AND KSL ACTH was established in 1999. The ACTH Group is principally engaged in the operation of CT8W. The infrastructure and commissioning works for CT8W have been completed and CT8W has just commenced its business operation since the end of 2004. As of 31 December 2003, ACTH recorded an audited net deficit in asset value of HK$36.5 million. For the two years ended 31 December 2002 and 2003, ACTH recorded a loss of HK$9.3 million and HK$14.1 million respectively both before and after taxation and extraordinary items. KSL was established in 1991. The principal activity of KSL is investment holding in CSXWTHK, in which KSL holds 33.34% interest, which in turn holds 100% interest in CSXWT 8 and 50% interest in ATL. CSXWTHK is currently the operator of CT3 and ATL's principal business includes operation of cargo handling and storage facilities. As of 30 June 2004, KSL recorded a net asset value of HK$877.2 million. For the two years ended 30 June 2003 and 2004, KSL recorded net profits before and after taxation and extraordinary items of HK$287.3 million and HK$98.9 million respectively. GENERAL The Disposals constitute a discloseable transaction for both NWD and NWSH under the Listing Rules. Each of NWD and NWSH will issue a circular containing details of the Disposals which will be dispatched to the shareholders of NWD and NWSH as soon as practicable. At the request of NWD and NWSH, trading in their respective shares and the Convertible Bonds was suspended from 9:30 a.m. and 9:31 a.m. respectively on 4 February 2005 pending release of this announcement. NWD and NWSH have respectively applied to the Stock Exchange for the resumption of trading of their shares and the Convertible Bonds with effect from 9:30 a.m. on 7 February 2005. DEFINITIONS In this announcement, unless the context requires otherwise, the following terms have the meanings as set out below: ``ACT'' Asia Container Terminals Limited, a company incorporated in Hong Kong with limited liability, a wholly owned subsidiary of ACTH ``ACTH'' Asia Container Terminals Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability, being a joint venture company owned as to 31.4% by Sunmall and 68.6% by CSXWT 8 ``ACTH Group'' ACTH and its subsidiaries (including ACT)