09:33 CHEUNG KONG<00001> & HUTCHISON<00013> - Joint Ann. (2) mentioned above. The balance of the Consideration will be payable by instalments. The deposit has been funded, and the balance of the Consideration is expected to be funded, by CKH and HWL in proportion to their indirect 50/50 interest in CIS from internal resources. On 13 May, 2005, the Vendor and the Purchaser have also entered into the Profit Participation Agreement pursuant to which the Purchaser will pay, and the Vendor will receive (i) the Additional Payment which is of an amount determined in accordance with a pre-agreed formulation set forth therein based, inter alia, on any additional area over which planning permission comprising private residential housing is obtained prior to the prescribed deadline; and (ii) the Net Consideration Payment which is of an amount determined by reference to the net consideration derived from any sale, other than an intra-group sale, of the whole or part of the Property or of shares of CIS effected within twelve months after the date of Completion. INFORMATION OF THE PROPERTY The Property is currently partly used for warehousing. CIS intends to redevelop the same for a mixed residential and commercial use scheme. 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; property and hotels; retail and manufacturing; energy, infrastructure, finance and investments; and telecommunications. The addition of the Property to the landbank for development into residential and commercial properties is consistent with one of the core business strategies for both CKH and HWL. CONNECTED TRANSACTION HWL is a substantial shareholder of certain subsidiaries of CKH and hence is a connected person of CKH within the meaning of the Listing Rules. CKH is a substantial shareholder of HWL and hence is a connected person of HWL within the meaning of the Listing Rules. CIS is an associate of each of CKH and HWL and thus a connected person of CKH and HWL within the meaning of the Listing Rules. The financial assistance provided or to be provided by each of CKH and HWL to CIS by way of their respective contributions to the Consideration and any Additional Payment on an unsecured basis and on normal commercial terms in proportion to their 50/50 interest in CIS constitutes or will constitute a connected transaction for each of CKH and HWL under Listing Rule 14A.13(2). As the relevant percentage ratios represented by the estimated aggregate of such contribution amount for each of CKH and HWL are more than 0.1% but less than 2.5%, such provision of financial assistance is according to Listing Rule 14A.66(2) exempt from the independent shareholders' approval requirements and is subject to the reporting and announcement requirements set out in Listing Rules 14A.45 to 14A.47. GENERAL