New World China Land : Joint Announcement-(1) Voluntary conditional cash offer by HSBC on behalf of the Offeror, a wholly owned subsidiary of NWD, to acquire all the issued shares of NWCL (other than those already held by the Offeror and NWD) and to cancel all the outstanding o

42972-01A 1..39

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of NWCL nor shall there be any sale, purchase or subscription for securities for NWCL in any jurisdiction in which such offer, solicitation or sale would be in contravention of applicable law. This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

(Incorporated in Hong Kong with limited liability) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0017) (Stock Code: 0917)

Easywin Enterprises Corporation Limited

（ 義 榮 企 業 有 限 公 司 ）

(Incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

1. VOLUNTARY CONDITIONAL CASH OFFER

   BY THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED ON BEHALF OF THE OFFEROR,

   A WHOLLY OWNED SUBSIDIARY OF NEW WORLD DEVELOPMENT COMPANY LIMITED, TO ACQUIRE ALL THE ISSUED SHARES OF

   NEW WORLD CHINA LAND LIMITED

   (OTHER THAN THOSE ALREADY HELD BY THE OFFEROR AND NEW WORLD DEVELOPMENT COMPANY LIMITED) AND TO CANCEL ALL THE OUTSTANDING OPTIONS OF NEW WORLD CHINA LAND LIMITED

   
   

2. POSSIBLE MAJOR TRANSACTION FOR NEW WORLD DEVELOPMENT COMPANY LIMITED AND

3. RESUMPTION OF TRADING IN NWD SHARES, NWD BONDS, NWCL SHARES AND NWCL BONDS

Financial Adviser to NWD and the Offeror

The Hongkong and Shanghai Banking Corporation Limited

Independent Financial Adviser to NWD and the Offeror

Quam Capital Limited

INTRODUCTION

The Offeror Board, the NWD Board and the NWCL Board jointly announce that HSBC, on behalf of the Offeror, a wholly owned subsidiary of NWD, intends to make a voluntary conditional cash offer to acquire all of the Offer Shares, and pursuant to Rule 13 of the Takeovers Code, extend an appropriate offer to cancel all the outstanding NWCL Options.

THE OFFERS

The Offers will be made by HSBC on behalf of the Offeror in compliance with the Takeovers Code on the basis set out below.

Share Offer:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$7.80 in cash

The Share Offer will be extended to all NWCL Shareholders (including certain Offeror Concert Parties) except the Offeror and NWD.

Option Offer:

For cancellation of each NWCL Option . . . . . . . . . . . . . . . . . . . . Option Offer Price in cash

Depending on the exercise price of each relevant NWCL Option, the Option Offer Price ranges from HK$2.38 to HK$5.35 per NWCL Option.

The Option Offer will be extended to all NWCL Optionholders in accordance with the Takeovers Code.

Value of the Offers

As at the Last Trading Day, there were (i) 8,693,601,081 NWCL Shares in issue, of which 5,977,019,371 NWCL Shares were held by the Offeror and NWD; and (ii) 33,885,034 outstanding NWCL Options granted under the Share Option Schemes (including 20,060,200 NWCL Options which have not been vested on the Announcement Date), entitling the NWCL Optionholders to subscribe for an aggregate of 33,885,034 NWCL Shares at an exercise price ranging from HK$2.45 to HK$5.42 per NWCL Option.

On the assumption that no NWCL Option is exercised before the close of the Offers and the Offers are accepted in full, the Offers are valued at approximately HK$21,317.0 million.

On the assumption that the NWCL Options are exercised in full prior to the close of the Offers and the Share Offer is accepted in full (including all NWCL Shares allotted and issued as a result of the exercise of all the NWCL Options), the value of the Share Offer is approximately HK$21,453.6 million. In this case, no amount will be payable by the Offeror under the Option Offer.

Confirmation of Financial Resources

The Offeror intends to finance the cash required for the Offers from its (or NWD's) own cash reserves. In addition, HSBC (in its capacity as lender) has granted a credit facility of HK$21,467.0 million to the Offeror which may be used to finance the cash required for the Offers in full.

HSBC, the financial adviser to NWD and the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy full acceptances of the Offers in accordance with their respective terms.

CONDITIONS OF THE OFFERS

The Share Offer is subject to the following Conditions:

1. the shareholders of NWD having passed an ordinary resolution at its general meeting to approve the Offers;

   
   

2. valid acceptances of the Share Offer having been received (and not, where permitted, withdrawn) by 4: 00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the rules of the Takeovers Code, decide) in respect of such number of NWCL Shares which would result in the Offeror holding at least 90% of the Offer Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested NWCL Shares;

   
   

3. no event having occurred which would make any of the Offers or the acquisition of any of the Offer Shares or the cancellation of the NWCL Options under the Option Offer void, unenforceable or illegal or prohibit implementation of any of the Offers or would impose any additional material conditions or obligations with respect to any of the Offers or any part thereof;

   
   

4. all necessary consents (including consents from the relevant lenders) in connection with the Offers and in connection with the withdrawal of listing of the NWCL Shares from the Stock Exchange which may be required under any existing contractual obligations of NWCL being obtained and remaining in effect;

   
   

5. no relevant government, governmental, quasi-government, statutory or regulatory body, court or agency in Hong Kong, Cayman Islands or any other jurisdictions having taken or instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order) that would make any of the Offers or its implementation in accordance with its terms void, unenforceable, illegal or impracticable (or which would impose any material and adverse conditions or obligations with respect to any of the Offers or its implementation in accordance with its terms); and

   
   

6. since the Announcement Date, there having been no material adverse change in the business, assets, financial or trading positions or prospects or conditions (whether operational, legal or otherwise) of the NWCL Group (to an extent which is material in the context of the NWCL Group taken as a whole).

The Offeror reserves the right to waive, in whole or in part, all or any of the Conditions set out above (other than Conditions (i) and (ii)).

The Option Offer will be subject to and conditional upon the Share Offer becoming or being declared unconditional in all respects.

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke any or all of the Conditions so as to cause the Offers to lapse unless the circumstances which give rise to the right to invoke any such Condition are of material significance to the Offeror in the context of the Offers.

In accordance with Rule 15.3 of the Takeovers Code, the Offeror must publish an announcement when the Share Offer becomes unconditional as to acceptances and when the Offers become unconditional in all respects. The Offers must also remain open for acceptance for at least fourteen

(14) days after the Offers become unconditional in all respects. NWCL Shareholders and the NWCL Optionholders are reminded that the Offeror does not have any obligation to keep the Offers open for acceptance beyond this 14-day period.

WARNING: Shareholders, holders of options and securities and potential investors of NWD and NWCL should be aware that the Offers are subject to the satisfaction and/or waiver (where applicable) of the Conditions. Accordingly, the Offers may or may not become unconditional. Shareholders, holders of options and securities and potential investors of NWD and NWCL should therefore exercise caution when dealing in the securities of NWD and NWCL. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

PUBLIC FLOAT

According to the Listing Rules, if, upon the close of the Offers, less than 25% of the issued NWCL Shares are held by the public, or if the Stock Exchange believes that a false market exists or may exist in the trading of the NWCL Shares or there are insufficient NWCL Shares in public hands to maintain an orderly market, then the Stock Exchange will consider exercising its discretion to suspend dealings in the NWCL Shares.