09:26 MIRAMAR HOTEL<00071> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. MIRAMAR HOTEL AND INVESTMENT COMPANY, LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 71) CONTINUING CONNECTED TRANSACTION On 8 February 2005, the Confirmation of Sub-Lease was entered into between Profit Advantage Limited, a wholly-owned subsidiary of the Company as tenant and IFC Development Limited as landlord, whereby the Landlord agreed to sub-lease to the Tenant the Premises upon the terms as detailed below in this announcement. As the Landlord is an associate of Henderson Land Development Company Limited, a substantial shareholder of the Company, it is a connected person of the Company under Rule 14A.11 of the Listing Rules and the entering into of the Confirmation of Sub-Lease constitutes a continuing connected transaction for the Company under Rule 14A.13 of the Listing Rules. The Continuing Connected Transaction will constitute a continuing connected transaction under Rule 14A.34 of the Listing Rules and details of the Continuing Connected Transaction will be subject to disclosure in an announcement and inclusion in the next published annual report and accounts of the Company under Rules 14A.45 to 14A.47 of the Listing Rules. The Company will also comply with the requirements under Rule 14A.37 to Rule 14A.41 of the Listing Rules in relation to the Continuing Connected Transaction during each of the three years ended 31 March 2005, 2006 and 2007. As the Continuing Connected Transaction, on an annual aggregate basis, does not exceed 2.5% of each of the applicable percentage ratios under the Listing Rules, no shareholders' approval is required. DETAILS OF THE CONFIRMATION OF SUB-LEASE Date: 8 February 2005 Parties: Profit Advantage Limited, a wholly-owned subsidiary of the Company, as tenant. IFC Development Limited, an associate of Henderson Land Development Company Limited, as landlord Premises: Shop Nos. 3101-3107 on Level Three of ifc Mall (Retail Accommodation on Site R of Inland Lot No.8898), of approximately 16,138 square feet Term: Initial term of three (3) years taken to commence from 7 July 2004 (Note) Rent and other charges : The rent payable on monthly basis (exclusive of rates, air-conditioning and management charges, promotional levy and all other outgoings) during the term shall be as follows:- (i) From 7 November 2004 to 6 July 2005 (Note), basic rent in the sum of HK$435,726 per month together with turnover rent representing the amount by which 10% of the Gross Receipts exceeds the basic rent per month (the `Turnover Rent') (ii) From 7 July 2005 to 6 July 2007, basic rent in the sum of HK$484,140 per month together with the Turnover Rent (iii) From 7 July 2007 to 6 July 2010 (the `First Renewed Period'), provided the 1st Option (as defined below) is exercised by the Tenant, at open market rent provided that the basic rent shall not be less than HK$484,140 per month or more than HK$580,968 per month, together with the Turnover Rent (iv) From 7 July 2010 to 6 July 2013 (the `Second Renewed Period'), provided the 2nd Option (as defined below) is exercised by the Tenant, at open market