09:35 CHEUNG KONG<00001> & HUTCHISON<00013>-Joint Announcement(2) The Consideration for the Acquisition, before any adjustment, is HK$880,000,000 which is arrived after arm's length negotiations between the parties. If the Condition shall not be fulfilled on or before 30th September, 2005, either (i) the Consideration shall be reduced by the sum of HK$384,255,000 if Clevinger, in its sole and absolute discretion, decides to waive such Condition; or (ii) the Sale and Purchase Agreement will terminate 10 business days after such deadline. Further, at Completion, the Consideration will be adjusted by adding thereto an amount equal to all assets of the Target Group as shown in the Completion Accounts (other than the Property and other real properties) and deducting therefrom all liabilities of the Target Group as shown in the Completion Accounts (which liabilities shall include the Relevant Sums but shall exclude the Debt). Clevinger has paid an aggregate amount of HK$88,000,000 in cash as deposit and part payment of the Consideration which is refundable upon termination of the Sale and Purchase Agreement mentioned in (ii) above. The balance of the Consideration will be paid on Completion. The obligations of Clevinger under the Sale and Purchase Agreement including the payment of the Consideration are guaranteed by CKH and HIL on a 50/50 several basis. It is expected that the Consideration will be funded by CKH and HIL in proportion to their indirect 50/50 interest in Clevinger from internal resources. The deposit paid was funded from CKH's and HIL's internal resources on a pro-rata basis in proportion to their indirect 50/50 interest in Clevinger. It is expected that the balance of the Consideration payable for the Acquisition will be funded by CKH and HIL on a similar basis. INFORMATION OF THE TARGET GROUP AND THE PROPERTY Harvest is the holding company of Golden Flag which is the registered owner of, inter alia, the Property. Golden Flag has accepted the terms of offer from the Government to surrender to the Government the Property in exchange for the regrant of the Property to be granted under the New Land Grant. The book value of the properties under development based on the unaudited consolidated balance sheet of the Target Group as at 28th February, 2005 provided by the Vendor is HK$495,453,389. The shareholder's deficit of the Target Group based on the unaudited consolidated balance sheet of the Target Group as at 28th February, 2005 provided by the Vendor is HK$40,690,229. REASONS FOR THE TRANSACTION The principal activities of the CKH Group are investment holding, property development and investment, hotel and serviced suite operation, property and project management and investments in securities. The HWL Group operates and invests in five core businesses: ports and related services; telecommunications; property and hotels; retail and manufacturing; and energy, infrastructure, finance and investments. The acquisition of the Target Group holding the Property is consistent with one of the core business strategies for both CKH and HWL. CKH and HWL have worked together on various joint venture projects in the past and these previous experience of working together successfully made the CKH Group and the HWL Group the most suitable partner of each other. CONNECTED TRANSACTION