09:22 <00017> & <00917> - Joint Ann & NEW WORLD CHINA Resumed (2) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES The Directors propose to seek Shareholders' approval at the EGM for the granting of general mandates to issue Shares and repurchase Shares not exceeding 20% and 10% respectively of the issued share capital of the Company as at 6 December 2004 and as enlarged by the Rights Issue. GENERAL An independent board committee of the Company has been appointed to advise the Independent Shareholders on the terms of the Rights Issue. Commerzbank has been appointed by the Company as the independent financial advisor to advise the independent board committee of the Company and the Independent Shareholders on the terms of the Rights Issue. A circular containing, among other things, details of the Rights Issue, a letter from the independent board committee of the Company and a letter of advice from the independent financial advisor to the independent board committee of the Company and the Independent Shareholders together with a notice convening the EGM will be despatched to the Shareholders and holders of Share Options (for information only) on or before Friday, 4 March 2005. Standard Chartered Bank (Hong Kong) Limited has been appointed to advise NWD in connection with the underwriting arrangements under the Underwriting Agreement. A circular containing details of the proposed underwriting commitment of NWD under the Underwriting Agreement will be despatched to the shareholders of NWD as soon as practicable and, in any event, within 21 days from the day of publication of this announcement. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on Friday, 18 February 2005 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Monday, 21 February 2005. PROPOSED RIGHTS ISSUE Issue statistics Basis of the Rights Issue: Three Rights Shares for every two existing Shares held on the Record Date Number of existing Shares in issue: 1,502,284,094 Shares as at the Latest Practicable Date Number of Rights Shares: Not less than 2,253,426,138 Rights Shares and not more than 2,295,347,178 Rights Shares The number of Rights Shares which may be issued pursuant to the Rights Issue will be increased in proportion to any additional Shares which may be issued and allotted on or before the Record Date upon the exercise of the Vested Share Options. As at the Latest Practicable Date, the Vested Share Options entitling the holders thereof to subscribe for an aggregate of 27,947,360 Shares. The Directors hold Vested Share Options with the rights to subscribe for an aggregate of 12,800,000 Shares. If all the subscription rights attaching to the Vested Share Options are duly exercised and Shares are issued and allotted pursuant to such exercise on or before the Record Date, the number of Shares in issue will be increased to 1,530,231,454 and the number of Rights Shares may be issued pursuant to the Rights Issue will be increased to 2,295,347,178 Rights Shares accordingly. The nil-paid Rights Shares proposed to be provisionally allotted pursuant to the terms of the Rights Issue represents 150% of the Company's issued share capital and approximately 60% of the Company's issued share capital as enlarged by the issue of the Rights Shares. Qualifying Shareholders The Company will send the Rights Issue Documents to Qualifying Shareholders only. To qualify for the Rights Issue, the Shareholder must: --- be registered as a member of the Company at the close of business on the Record Date; and --- have an address in Hong Kong which appears on the register of members of the Company at the close of business on the Record Date.