09:19 <00017> & <00917> - Joint Announcement & <00917> Resume (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. This announcement does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities. New World Development Company Limited (incorporated in Hong Kong with limited liability) (Stock Code: 0017) New World China Land Limited (incorporated in the Cayman Islands with limited liability) (Stock Code: 0917) PLACING OF EXISTING SHARES OF NEW WORLD CHINA LAND LIMITED WITH PUT OPTIONS AND RESTORATION OF PUBLIC FLOAT OF NEW WORLD CHINA LAND LIMITED Placing Agent TAI FOOK SECURITIES COMPANY LIMITED Background As stated in the Rights Issue Result Announcement, following completion of the Rights Issue, the number of Shares held in public hands fell below 25% of the issued share capital of the Company. As such, NWD and Easywin entered into the Placing Agreement with the Placing Agent to place down Easywin's shareholdings in the Company in order to comply with the minimum 25% public float requirement under Rule 8.08 of the Listing Rules. Placing Agreement NWD and Easywin entered into the Placing Agreement with the Placing Agent on 25 May 2005 for the placing of up to a maximum of 262 million existing Shares owned by Easywin at a price of HK$2.90 per Placing Share on a best effort basis. The Placing Price represents (i) a premium of approximately 6.42% over the closing price of HK$2.725 per Share as quoted on the Stock Exchange on 23 May 2005, being the last trading day of the Shares on the Stock Exchange prior to the suspension of the trading in the Shares on the Stock Exchange; (ii) a premium of approximately 2.47% over the average closing price of HK$2.830 per Share for the last 10 consecutive trading days up to and including 23 May 2005 as quoted on the Stock Exchange; and (iii) a premium of approximately 3.42% over the average closing price of approximately HK$2.804 per Share for the last 30 consecutive trading days up to and including 23 May 2005 as quoted on the Stock Exchange. There is no lock-up period imposed on the Placees in respect of the Placing Shares to be placed to them pursuant to the Placing Agreement. Completion of the Placing Agreement is expected to take place on or before 3 June 2005. On the basis that all the 262 million Placing Shares are successfully placed to Independent Third Parties under the Placing Agreement, the minimum 25% public float of the Company as required under Rule 8.08 of the Listing Rules will be restored. Option Agreement Subject to completion of the Placing Agreement, NWD and Easywin will enter into an Option Agreement with each Placee. Pursuant to the Option Agreements, Easywin will grant the Put Options to the Placees which are exercisable at an initial Exercise Price of HK$2.90 per Share (subject to adjustments) by the Placees on the Exercisable Date (subject to certain Accelerating Events). Upon exercise of the Put Option by a Placee, such Placee shall be entitled to sell up to all of the Option Shares beneficially owned by such Placee at the applicable Exercise Price and Easywin is obliged to purchase the number of Option Shares in respect of which the Put Option is exercised at such Exercise Price.