10:16 WHEELOCK<00020> & WHEELOCK PPT<00049>-Joint Announcement-(3) The principal business activities of the Wheelock Group, as well as the WPL Group are ownership of properties for development and letting as well as investment holding. As at the date of this announcement, the board of directors of Wheelock comprises Mr. Peter K. C. Woo, Mr. Gonzaga W. J. Li, Mr. Stephen T. H. Ng, Mr. Paul Y. C. Tsui, Mr. David J. Lawrence, Mr. Alexander S. K. Au, Mr. B. M. Chang, Mr. Kenneth W. S. Ting and Mr. William Turnbull, and the board of WPL comprises Mr. Gonzaga W. J. Li, Mr. Joseph M. K. Chow, Mr. Herald L. F. Lau, Mr. David J. Lawrence, Mr. David T. C. Lie-A-Cheong, Mr. T. Y. Ng, Mr. Paul Y. C. Tsui and Mr. Glenn S. Yee. REGULATORY ASPECTS The Purchaser is a wholly-owned subsidiary of WPSL and WPL is an intermediate holding company of WPSL. Wheelock is the majority shareholder (through its wholly-owned subsidiary(ies)) of WPL holding approximately 74% in WPL. As such, the Acquisition constitutes a discloseable transaction of Wheelock and a major transaction of WPL under the Listing Rules. A circular containing, among other things, details of the Acquisition will be dispatched to shareholders of each of Wheelock and WPL as soon as practicable in compliance with the Listing Rules. According to Rule 14.40 of the Listing Rules, the Acquisition and the Tag Along Offer arising from the Acquisition being a major transaction of WPL is required to be made conditional on approval by the shareholders of WPL in general meeting. As WPL has obtained written approval of the Acquisition and the Tag Along Offer from Myers Investments Limited, an indirect wholly-owned subsidiary of Wheelock, holding 1,536,058,269 shares in WPL (representing more than 50% in nominal value of WPL's issued shares) having the right to attend and vote at WPL's general meeting, WPL has applied to the Stock Exchange for acceptance of such written approval in lieu of holding a general meeting. DEFINITIONS "Acquisition" the acquisition by the Purchaser of the Sale Shares in Hamptons from the Vendors subject to the terms and conditions set out in the Agreement "Agreement" a sale and purchase agreement dated 14 March 2005 entered into between the Vendors and the Purchaser in relation to the sale and purchase of the Sale Shares in Hamptions "Articles" the articles of association of Hamptons "BCL" Bridgepoint Capital (Nominees) Limited "Completion Date" the later of, (a) the business day immediately following the date upon which confirmation is received by the Vendors from Hamptons that the pre-emption provisions contained in the Articles have been exhausted (provided the Condition has been satisfied); or (b) the second business day (i) after the date upon which the Purchaser is notified by the Vendors, on or before 1 April 2005, that all shareholders of Hamptons have consented to the transfer of the Sale Shares from the Vendors to the Purchaser (provided that the Condition has been satisfied) or (ii) the date upon which the Vendors receive written notification from the Purchaser that Condition has been satisfied "Condition" the condition set out in the section headed "Condition Precedent" of this announcement "Consideration" the consideration for the sale and purchase of the Shares as referred to in the section headed "Consideration" of this announcement "Hamptons" Hamptons Group Limited "HK$" Hong Kong dollars, the lawful currency of Hong Kong from time to time "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "NVIL" NatWest Ventures Investments Limited "Other Shareholders" the shareholders of Hamptons (other than the Vendors and the Purchaser) "Pre-emption Rights" the pre-emption rights of the Other Shareholders (including the Purchaser) as referred to in the section headed "Pre-emption Rights" of this announcement "Pound" Pound, the lawful currency of the United Kingdom from time to time "Purchase Price" 3.12 pound per Share "Purchaser" Firstbilt Pte Limited, a company incorporated in Singapore with limited liability and is a wholly-owned subsidiary of WPSL "Sale Shares" 2,425,310 Shares, representing approximately 22.24% of the entire issued share capital of Hamptons "Shares" ordinary shares of 1 pence each in the issued share capital of Hamptons "Stock Exchange" The Stock Exchange of Hong Kong Limited "Tag Along Offer" the tag along offer arising from the Acquisition to acquire all the Shares of the Other Shareholders by the Purchaser as referred to in the section headed "Tag Along Offer" of this announcement