09:35 NEW WORLD TMT<00301> - Announcement (2) The directors of the Company (including the independent non-executive directors) are of the view that the terms of the Terms Agreement are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of the Company as a whole. CONNECTION BETWEEN THE PARTIES By virtue of being a wholly owned subsidiary of NWD, the controlling shareholder of the Company, NWT is a connected person of the Company and the entering into of the Terms Agreement constitutes a continuing connected transaction for the Company under the Listing Rules. As the applicable ratios for the annual cap in respect of the Terms Agreement are more than 0.1% but less than 2.5%, the Terms Agreement is subject to the reporting, announcement and annual review requirements, and is exempt from independent shareholders' approval under the Listing Rules. The Company will re-comply with the Listing Rules in case the annual cap is exceeded or when the Terms Agreement is renewed or there is a material change to the terms of the Terms Agreement. INFORMATION ON THE COMPANY The Company is principally engaged in the development, investment, operation and/or management of telecommunications, media and technology businesses in Hong Kong and the Mainland China. As at the date of this announcement, the Board comprises (i) three executive directors, namely Dr Cheng Kar-Shun, Henry, Mr Wong Chi-Chiu, Albert and Dr Wai Fung-Man, Norman; (ii) four non-executive directors, namely Mr Wilfried Ernst Kaffenberger (alternate director to Mr Wilfried Ernst Kaffenberger: Mr Yeung Kun-Wah, David), Mr Fu Sze-Shing, Mr Lee Sean, Sammy and Mr Lai Hing-Chiu, Dominic; and (iii) three independent non-executive directors, namely Dr Lam Man-Kit, Dominic, The Honourable Shek Lai-Him, Abraham and Mr Kong Chi-How, Johnson. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: "Apex-Pro" Apex-Pro Systems Limited, a company incorporated in Hong Kong with limited liability and a 62.75% subsidiary of the Company "Company" New World TMT Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange "connected person" has the meaning ascribed to it under the Listing Rules "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "NWD" New World Development Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange "NWT" New World Telecommunications Limited, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of NWD "Stock Exchange" The Stock Exchange of Hong Kong Limited "Terms Agreement" the terms agreement dated 27 May 2005 made between Apex-Pro and NWT By Order of the Board Richard Poon Company Secretary Hong Kong, 27 May 2005