09:38 CHEUNG KONG<00001> - Announcement (2) Works Agreement in respect of the Beijing Land for development into residential properties. JVCo, a new joint venture to be owned 50/50 through Rassin, will be established for the purpose of owning and developing the Beijing Land (after resettlement and site formation works). Pursuant to the Bei Xin Jia Yuan Land Transfer, Resettlement and Site Formation Works Agreement and subject to the terms and conditions set out therein, Rassin agreed, inter alia, to (i) acquire the Beijing Land and its existing structures known as Bei Xin Jia Yuan for a consideration of RMB184,448,037 (approximately HK$173,381,155) payable by instalments; (ii) appoint Beijing Fortunecn for carrying out the resettlement and site formation works as regards the people staying on the Beijing Land and structures thereon at the fee of RMB200,000,000; and (iii) grant the Loan of RMB64,000,000 (as part of the aforesaid consideration) for payment of the outstanding amounts in respect of the Beijing Land including but not limited to the land cost, tax charges and penalty for late payment so that Beijing Fortunecn may obtain the required land title documentation for transferring the Beijing Land to Rassin. To fund the payment of land cost, construction costs and other project costs for the development of the Beijing Land, the total investment and registered capital of JVCo are proposed to be US$63,857,000 (approximately HK$498,084,600) and US$22,350,000 (approximately HK$174,330,000) respectively. Any contribution to the registered capital of, and any shareholders' loans to, JVCo is expected to be made equally by indirect subsidiaries of CKH and HWL in proportion to their respective equity interests in JVCo. It is expected that any profit of JVCo is to be ultimately shared equally by indirect subsidiaries of CKH and HWL in proportion to their respective indirect equity interests in JVCo. 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 Beijing Land to the landbank for development into residential properties is consistent with one of the core business strategies for CKH. 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. The joint venture arrangement for the purpose of effecting the acquisition and development of the Beijing Land constitutes a connected transaction for CKH under Listing Rule 14A.13(6). The Stock Exchange rules that the amount of total capital commitment of each of CKH and HWL in connection with the establishment of JVCo is equal to 50% of the proposed total investment of JVCo for the purpose of Listing Rule 14.15(2). As the relevant percentage ratios represented by such "commitment" amount for CKH are more than 0.1% but less than 2.5%, such establishment of JVCo is according to Listing Rule 14A.32 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.