09:36 CHEUNG KONG<00001> & HUTCHISON<00013>-Joint Announcement(4) "Acquisition" the acquisition by the Purchaser of the entire issued share capital of Harvest and the benefit of the Debt pursuant to the Sale and Purchase Agreement "associate" shall have the meaning ascribed to that term in the Listing Rules "Board" board of directors of CKH or HWL (as the case may be) "CKH" Cheung Kong (Holdings) Limited, a company incorporated in Hong Kong, whose shares are listed on the Main Board of the Stock Exchange "CKH Group" CKH and its subsidiaries "Clevinger" or "Purchaser" Clevinger International Limited, a company incorporated in the British Virgin Islands, which is an indirect 50/50 joint venture company and an associated company of CKH and HWL "Completion" completion of the Acquisition under the Sale and Purchase Agreement "Completion Accounts" the unaudited consolidated profit and loss account of the Target Group for the period from 1st January, 2005 up to the date of Completion (but immediately prior to Completion) and the unaudited consolidated balance sheet of the Target Group as at the date of Completion (but immediately prior to Completion) "Condition" the receipt by Golden Flag of, inter alia, the New Land Grant from the Government for its execution "Consideration" HK$880,000,000, representing the consideration for the sale and purchase of the entire issued share capital of Harvest and the assignment of the Debt, subject to adjustment "Debt" the aggregate sum to be owing by Harvest to the Vendor and the Vendor's Guarantor at Completion. According to the unaudited consolidated balance sheet of the Target Group as at 28th February, 2005 provided by the Vendor, the debt amounted to HK$151,856,290 on such date "Golden Flag" Golden Flag Investment Company Limited, a company incorporated in Hong Kong, which, according to the Vendor, is a wholly owned subsidiary of Harvest "Government" Government of the Hong Kong Special Administrative Region of the People's Republic of China "Harvest" Harvest Country Limited, a company incorporated in the British Virgin Islands, which, according to the Vendor, is a wholly owned subsidiary of the Vendor "HIL" Hutchison International Limited, a company incorporated in Hong Kong, which is a wholly owned subsidiary of HWL "HWL" Hutchison Whampoa Limited, a company incorporated in Hong Kong, whose shares are listed on the Main Board of the Stock Exchange "HWL Group" HWL and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "New Land Grant" the Particulars and Conditions of Exchange relating to the Property to be made between the Government and Golden Flag