09:49 SHK PPT<00016> - 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. Sun Hung Kai Properties Limited (incorporated in Hong Kong with limited liability) (Stock Code: 16) CONNECTED TRANSACTION On 4 April 2005, the Vendor and the Purchaser entered into the Sale and Purchase Agreement pursuant to which the Purchaser has agreed to acquire from the Vendor the Sale Shares and the Sale Loan at the aggregate consideration of US$18,894,769 (approximately HK$147,379,198). Since the Vendor is a substantial shareholder of Widegood which is a subsidiary of the Company, it is a connected person of the Company for the purposes of the Listing Rules, the Acquisition constitutes a connected transaction for the Company under the Listing Rules. As the relevant percentage ratios calculated under Rules 14.07(1) and 14.07(3) of the Listing Rules in respect of the Acquisition are more than 0.1% but less than 2.5%, the Company is required by the Listing Rules to disclose particulars of the Acquisition by way of an announcement but is exempted from the independent shareholders' approval requirements under the Listing Rules. SALE AND PURCHASE AGREEMENT DATED 4 April 2005 The parties Vendor : ITOCHU Corporation, a company incorporated in Japan whose shares are listed on the Tokyo Stock Exchange, Inc. owning at the date of the Sale and Purchase Agreement approximately 31.58% interest in Widegood and therefore a connected person of the Company within the meaning of the Listing Rules. Purchaser : Sun Hung Kai Development (China) Ltd., a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company. Assets to be acquired Pursuant to Sale and Purchase Agreement, the Purchaser has agreed to acquire from the Vendor: (a) the Sale Shares at the consideration of US$30 (approximately HK$234); and (b) the Sale Loan at the consideration of US$18,894,739 (approximately HK$147,378,964). The above consideration was arrived at after arms length negotiations between the Vendor and the Purchaser by reference to the aggregate nominal value of the Sale Shares and the face value of the principal amount of the Sale Loan of US$18,894,739 (approximately HK$147,378,964). The Vendor's investment costs in the Sale Shares and the Sale Loan were US$30 (approximately HK$234) and US$18,894,739 (approximately HK$147,378,964) respectively. Completion of the Acquisition is not subject to any conditions and took place immediately after the signing of the Sale and Purchase Agreement. The consideration was paid by the Purchaser to the Vendor in cash upon completion and was funded by the internal resources of the Group. INFORMATION ON WIDEGOOD Widegood is a company incorporated in the British Virgin Islands with limited liability on 24 November 1993. Prior to completion of the Sale and Purchase Agreement, Widegood was owned as to approximately 31.58% by the Vendor and approximately 68.42% by the Purchaser. The Purchaser acquired up to 68.42% shareholding interest in Widegood on 27 June 1994. The principal activity of Widegood is the holding of approximately 97.14% equity interests in Xin Zhong Hui, which owns and operates Arcadia Shanghai, a residential property project located in Xuhui, Shanghai, the PRC. The remaining approximately 2.86% interests in Xin Zhong Hui is owned by an independent third party not connected with the directors, chief executive or substantial shareholder of the Company or its subsidiaries or any of their respective associates.