09:40 PCPD<00432> - Announcement (2) REQUIREMENTS OF THE LISTING RULES PCCW is a substantial shareholder of the Company. PCCW and its subsidiaries are therefore connected persons of the Company under the Listing Rules. The Transaction therefore constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.25 of the Listing Rules the Stock Exchange has required the aggregation of certain transactions between the Group and the PCCW Group that were entered into within the preceding 12 months. As the PCCW Group only became connected persons of the Company on 10 May 2004 following the completion of the acquisition by the Group of certain property interests of PCCW, only transactions between the two groups that were entered into after 10 May 2004 have to be aggregated. As a result, the Transaction has to be aggregated with all relevant transactions between the two groups as described above, a summary of which is set out below. As the relevant percentage ratios under the Listing Rules for the Transaction, when aggregated in the manner described above, are less than 2.5 per cent., the Transaction is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Details of the Transaction were included in the annual report of the Company. The Stock Exchange is of the view that disclosure of the Transaction should have been made at the time work under it commenced or upon award of contract, rather than at the time the formal contract was entered into. The Stock Exchange reserves its right to take actions against the Company and/or the Directors. PAST TRANSACTIONS REQUIRING DISCLOSURE AS A RESULT OF AGGREGATION Set out below is a summary of the transactions (other than the Transaction) entered into between the Group and the PCCW Group relating to the Cyberport project during the period from 10 May 2004 up to the date of this announcement. Each of such transactions was exempt from any announcement requirements under the Listing Rules but announcement of them became necessary following the requirement of the Stock Exchange to aggregate them and the Transaction pursuant to Rule 14A.25. (1) Date of : 20 September commencement 2004 of work Parties : (i) CPL; and (ii) Unihub Limited (`Unihub'), a wholly-owned subsidiary of PCCW Purpose : The design and build of a home portal system by Unihub for the residential portion of the Cyberport project Consideration : HK$1,113,882 (2) Date of : 12 October agreement 2004 Parties : (i) CPL; and (ii) PTSL Purpose : The supply by PTSL of audio-visual equipment for the control room of The Arcade at Cyberport Consideration : HK$3,770,957 (3) Date of : 25 November commencement 2004 of work Parties : (i) CPML; and (ii) PCCW-HKT Business Services Limited (`PBSL'), a wholly-owned subsidiary of PCCW