09:36     KOWLOON DEV<00034> - Announcement & Resumption (5)                  

    The terms of the Agreement were negotiated on an arm's length basis and   
    were made on normal commercial terms. The Directors consider that the     
    terms of the Agreement are fair and reasonable to the Company and in the  
    interests of the Shareholders as a whole.                                 
                                                                              
    12.        Information on the Company and the Purchaser                   
                                                                              
    The Group is principally engaged in property development and investment,  
    property management, financial services and investments in Hong Kong and  
    Macau as well as local and overseas securities trading. The Purchaser is  
    an 85% owned subsidiary of the Company. The 15% interest in the           
    Purchaser is held by an independent third party not connected with the    
    Group. All considerations paid by the Purchaser relating to the           
    Acquisition (including the financing undertakings and expenditure for     
    the general offer) shall be financed proportionately between the          
    shareholders of the Purchaser pro rata to their shareholding interests.   
    Save for the entering into of the Agreement, the Purchaser does not have  
    other material assets.                                                    
                                                                              
    13.        Information on the Sellers                                     
                                                                              
    The Sellers are State-owned enterprises owned by the Shenzhen Municipal   
    Government and administered by the State-owned Assets Supervision and     
    Administration Commission of Shenzhen.                                    
                                                                              
    14.        General                                                        
                                                                              
    The Acquisition constitutes a very substantial acquisition for the        
    Company under Chapter 14 of the Listing Rules. Pursuant to Rule 14.49 of  
    the Listing Rules, the Acquisition is subject to the approval by the      
    Shareholders in general meeting. No Shareholder is required to abstain    
    from voting in respect of any resolution that would be proposed to        
    approve the Acquisition in general meeting. The Circular containing       
    further information on the Acquisition and Shenzhen Properties and        
    financial information on the Company will be sent to Shareholders as      
    soon as possible. A notice convening an extraordinary general meeting to  
    consider the Acquisition will be included in the Circular.                
                                                                              
    15.        Directors of the Company                                       
                                                                              
    At the date of this announcement, the Board of Directors of the Company   
    comprises of three Executive Directors, being Mr. Or Wai Sheun            
    (Chairman), Ms. Ng Chi Man and Mr. Lai Ka Fai; three Non-executive        
    Directors, being Mr. Keith Alan Holman (Deputy Chairman), Mr. Tam Hee     
    Chung and Mr. Yeung Kwok Kwong; and four Independent Non-executive        
    Directors, being Mr. Chau Cham Son, Mr. Li Kwok Sing, Aubrey, Mr. Lok     
    Kung Chin, Hardy and Mr. Seto Gin Chung, John.                            
                                                                              
    16.        Suspension and resumption of trading                           
                                                                              
    At the request of the Company, trading in the Shares of the Company was   
    suspended with effect from 2:30 p.m. on 1 April 2005 pending the release  
    of this announcement. An application has been made by the Company to the  
    Stock Exchange for resumption of trading in the Shares of the Company     
    with effect from 9:30 a.m. on 7 April 2005.                               
                                                                              
    17.        Definitions                                                    
                                                                              
    "Acquisition"        :        The proposed acquisition by the Purchaser   
    of an approximately 70.3% equity interest in Shenzhen Properties in       
    accordance with the terms and conditions of the Agreement                 
                                                                              
     "Agreement"        :        The sale and purchase agreement dated 1      
    April 2005 in connection with the Acquisition                             
                                                                              
    "Circular"        :        The circular with further details of the       
    Acquisition that will be dispatched to the Shareholders in accordance     
    with the Listing Rules                                                    
                                                                              
    "Company"        :        Kowloon Development Company Limited, a company  
    incorporated in Hong Kong with limited liability whose shares are listed  
    on the Stock Exchange                                                     
                                                                              
    "Completion"        :        Completion of the Acquisition in accordance  
    with the terms and conditions of the Agreement                            
                                                                              
    "CSRC"        :        China Securities Regulatory Commission             
                                                                              
    "Directors"        :        Directors of the Company                      
                                                                              
    "Group"        :        The Company and its subsidiaries                  
                                                                              
    "HK$"        :        Hong Kong dollar, the lawful currency of Hong Kong