Galaxy Entertainment Group Limited — Proxy Solicitation & Information Statement 2006

Oct 20, 2006

IMPORTANT

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New World Development Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

DISCLOSEABLE TRANSACTION

Joint Venture Agreement in respect of the establishment of the JV Enterprise

20 October 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context otherwise requires:

“18 Cities” Shanghai, Kunming, Xian, Wuhan, Qingdao, Zhengzhou, Chongqing, Shenzhen, Harbin, Dalian, Lanzhou, Shenyang, Guangzhou, Chengdu, Urumqi, Tianjin, Beijing and Ningbo in the PRC “associate” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors

“CIMC” China International Marine Containers (Group) Co., Ltd., a company incorporated in the PRC with limited liability and whose shares are listed in the Shenzhen Stock Exchange

“Company” New World Development Company Limited, a company incorporated in Hong Kong 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 “CRCTC” (China Railway Container Transport Corp. Ltd., for identification purposes only), a company established in the PRC by the Ministry of Railways

“Directors” the directors of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Investment Framework the investment framework agreement dated 10 April Agreement” 2006 and made between NWS Ports, CRCTC and other independent third parties for the proposed establishment of the JV Enterprise “Investment LoI” the letter of intent of equity investment, of a non-legally binding nature, dated 15 September 2005 and made between NWS Ports, CRCTC and other independent third parties for the proposed establishment of the JV Enterprise

– 1 –

DEFINITIONS

• “JV Enterprise”

• a sino-foreign equity joint venture enterprise which will be established in the PRC pursuant to the terms of the Joint Venture Agreement

• “JV Parties” CRCTC, NWS Service, CIMC and Promisky

• “Joint Venture Agreement” the joint venture agreement dated 28 September 2006 and made among the JV Parties in respect of the establishment of the JV Enterprise and the investment in it

• “Latest Practicable Date” 16 October 2006, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers

• “NWS Ports” NWS Ports Management Limited, a company incorporated in British Virgin Islands, which is a direct wholly-owned subsidiary of NWSH

• “NWS Service” NWS Service Management Limited, a company incorporated in the Cayman Islands, which is a direct wholly-owned subsidiary of NWSH and has replaced NWS Ports, which was previously announced as one of the JV Parties, as a JV Party to enter into the Joint Venture Agreement

• “NWSH”

• NWS Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange. As at the Latest Practicable Date, the Company holds approximately 54% equity interest in NWSH

• “Promisky”

• Promisky Investment Limited, a company incorporated in Hong Kong with limited liability

• “PRC”

• the People’s Republic of China (excluding Hong Kong and the Macau Special Administrative Region of the PRC for the purposes of this circular)

• “RMB”

• Renminbi Yuan, the lawful currency of the PRC

– 2 –

		DEFINITIONS
“SFO”		the Securities and Futures Ordinance, Chapter 571 of
		the Laws of Hong Kong
“Stock	Exchange”	The Stock Exchange of Hong Kong Limited
“US$”		United States dollars, the lawful currency of the United
		States of America
“%”		per cent.

In this circular, except as otherwise indicated, RMB has been translated into HK$ at the rate of HK$1.00 = RMB1.04 for reference purpose.

– 3 –

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

Directors: Executive Directors: Dato’Dr Cheng Yu-Tung (Chairman) Dr Cheng Kar-Shun, Henry (Managing Director) Dr Sin Wai-Kin, David Mr Liang Chong-Hou, David Mr Leung Chi-Kin, Stewart

Registered Office:

30th Floor, New World Tower 18 Queen’s Road Central Hong Kong

Non-executive Directors:

Mr Cheng Yue-Pui Mr Cheng Kar-Shing, Peter Mr Chow Kwai-Cheung Mr Ho Hau-Hay, Hamilton Mr Liang Cheung-Biu, Thomas

Independent Non-executive Directors:

Lord Sandberg, Michael Mr Yeung Ping-Leung, Howard Dr Cha Mou-Sing, Payson, JP (alternate director to Dr Cha Mou-Sing, Payson: Mr Cha Mou-Zing, Victor)

Mr Lee Luen-Wai, John, JP

20 October 2006

To the shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

Joint Venture Agreement in respect of the establishment of the JV Enterprise

INTRODUCTION

Reference are made to the announcements issued by NWSH on 26 September 2005 and 10 April 2006 in relation to the Investment LoI and the Investment Framework Agreement respectively for the proposed setting up of the JV Enterprise for carrying on the business of developing, operating and managing a total of 18 large scale pivotal rail container terminals, one in each of the 18 Cities.

– 4 –

LETTER FROM THE BOARD

On 28 September 2006, NWSH and the Company jointly announced that the JV Parties entered into the Joint Venture Agreement to formally establish the JV Enterprise and to agree on certain terms relating to the business and management of the JV Enterprise and the investment in it.

The purpose of this circular is to provide you with information on the Joint Venture Agreement.

THE JOINT VENTURE AGREEMENT

The principal terms of the Joint Venture Agreement are set forth below:

Date: 28 September 2006. Parties: CRCTC, NWS Service, CIMC and Promisky. Purpose: To establish the JV Enterprise and to agree on certain terms relating to the business and management of the JV Enterprise and the investment in it. Name of the JV (China United International Enterprise: Rail Containers Co. Limited).

The name of the JV Enterprise will be subject to the approval of the State Administration for Industry and Commerce.

Place of incorporation: The PRC. Equity interest: The equity interests in the JV Enterprise to be held by the JV Parties are:

CRCTC 58% NWS Service 22% CIMC 10% Promisky 10% 100%

Total investment:

RMB12.0 billion (approximately HK$11.5 billion). 35% of which shall be the registered capital of the JV Enterprise and the remaining 65% shall be funded by means of project or commercial financing, etc. to be arranged by the JV Enterprise.

– 5 –

LETTER FROM THE BOARD

The registered capital of the JV Enterprise shall amount to RMB4.2 billion (approximately HK$4.0 billion), which represents 35% of the total investment, and 22% out of which shall be contributed by NWS Service, i.e. RMB924 million (approximately HK$888.5 million). Such amount of registered capital shall be paid by way of three equal instalments. The first instalment shall be paid within 30 days from the date of issue of the business registration certificate of the JV Enterprise while each of the remaining two instalments shall be paid on or before 31 December 2007 and 30 September 2008 respectively.

Pursuant to the terms of the Joint Venture Agreement, the difference between the total investment amount of RMB12.0 billion and the registered capital of the JV Enterprise shall be funded by means of project or commercial financing, which shall be arranged by the JV Enterprise. In case that pledging of assets of the JV Enterprise shall not fulfill the requirement under such financing arrangement, the JV Parties are required to provide financial support in proportion to their respective interests in the JV Enterprise.

In this respect, the JV Parties shall provide financial support for any possible financing arrangement of the JV Enterprise in proportion to their respective interests in it, the highest possible amount to be provided by NWS Service shall be RMB1.716 billion (approximately HK$1.65 billion).

The investment amount to be contributed by NWS Service shall be fulfilled by internal funding and bank financing.

• Scope of business: To develop and operate rail container terminal and related businesses, including container receiving and dispatching, loading and unloading, cargo consolidation, warehousing and storage, container repair, customs declaration, transshipment, clearance and inspection, container trucking, distribution and logistics, international freight forwarding, intermodal transportation and contracting of container block train service.

Board of directors: It shall be consisted of ten directors and two of whom shall be nominated by NWS Service.

Board of supervisors: It shall be consisted of seven supervisors and one of whom shall be nominated by NWS Service.

Term:

50 years.

– 6 –

LETTER FROM THE BOARD

The Joint Venture Agreement is subject to the approval of the relevant PRC government authorities.

REASONS FOR THE TRANSACTION

Development of rail transportation is in line with the PRC’s long-term policy for social and economic development, particularly due to the advantages of its cost-effectiveness, energy saving and environmental protection. It is believed that there will be potential growth for rail container transportation in the PRC to meet the anticipated foreign and domestic trade growth and freight movements. In addition, the JV Enterprise will have the right to develop and operate the said 18 large scale pivotal rail container terminals in the 18 Cities, which include the major coastal and inland cities in the PRC.

The terms of the Joint Venture Agreement were negotiated on an arm’s length basis and were determined on normal commercial terms. The Board believes that the terms of the Joint Venture Agreement are fair and reasonable and in the best interests of the Company and its shareholders as a whole. The Board also considers that there is no material adverse effect of the transaction on the earnings and assets and liabilities of the Group.

INFORMATION ON THE JV PARTIES

The principal business of CRCTC includes management and operation of railway container transportation.

The principal business of CIMC includes the design, manufacturing, sales, repairs and spare part supply of containers, machine for road transportation and other transportation facilities.

The principal business of Promisky includes investment and operation of real estate and infrastructure projects.

The principal business of NWS Service is investment holding.

To the best knowledge of the Board, each of the JV Parties, except NWS Service, and its respective ultimate beneficial owners are independent from and not connected with any of the directors, chief executives and substantial shareholders of the Company or any of its subsidiaries or associates.

INFORMATION ON THE GROUP

The principal business of the Group includes investments in the area of property, infrastructure, services and telecommunications and technology.

– 7 –

LETTER FROM THE BOARD

DISCLOSEABLE TRANSACTION

As the relevant ratios (as defined in the Listing Rules) in respect of the Joint Venture Agreement are greater than 5% but less than 25%, the entering into of the Joint Venture Agreement by NWS Service constitutes a discloseable transaction for the Company pursuant to Rule 14.06(2) of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of

New World Development Company Limited CHENG Kar-Shun, Henry

Managing Director

– 8 –

GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

DIRECTORS’ DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares (within the meaning of Part XV of the SFO) or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (ii) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

(A) Long position in shares of the Company and associated corporations

New World Development Company Limited (Ordinary shares of HK$1.00 each) Dr Cheng Kar-Shun, Henry Dr Sin Wai-Kin, David Mr Leung Chi-Kin, Stewart Mr Chow Kwai-Cheung Mr Ho Hau-Hay, Hamilton Mr Liang Cheung-Biu, Thomas Dragon Fortune Limited (Ordinary shares of US$1.00 each) Mr Cheng Kar-Shing, Peter HH Holdings Corporation (Ordinary shares of HK$1.00 each) Dr Sin Wai-Kin, David Master Services Limited (Ordinary shares of US$0.01 each) Mr Leung Chi-Kin, Stewart Mr Chow Kwai-Cheung

Number of shares Approximate % of shareholding Personal interests Family interests Corporate interests Total – 300,000 – 300,000 0.01 4,708,708 47,098 – 4,755,806 0.13 32,553 – – 32,553 0.00 44,527 – – 44,527 0.00 – – 439,177(1) 439,177 0.01 5,215 – – 5,215 0.00 – – 15,869(2) 15,869 27.41 42,000 – – 42,000 7.00 16,335 – – 16,335 1.63 16,335 – – 16,335 1.63

– 9 –

GENERAL INFORMATION

APPENDIX

New World China Land Limited (Ordinary shares of HK$0.10 each) Dr Cheng Kar-Shun, Henry Mr Leung Chi-Kin, Stewart Mr Chow Kwai-Cheung NWS Holdings Limited (Ordinary shares of HK$1.00 each) Dr Cheng Kar-Shun, Henry Dr Sin Wai-Kin, David Mr Cheng Kar-Shing, Peter Mr Liang Chong-Hou, David Mr Leung Chi-Kin, Stewart Mr Chow Kwai-Cheung Sun City Holdings Limited (Ordinary shares of HK$1.00 each) Mr Cheng Kar-Shing, Peter Sun Legend Investments Limited (Ordinary shares of HK$1.00 each) Mr Cheng Kar-Shing, Peter YE Holdings Corporation (Ordinary shares of HK$1.00 each) Mr Leung Chi-Kin, Stewart Notes:

Number of shares Approximate % of shareholding Personal interests Family interests Corporate interests Total 12,500,000 – 52,271,200(3) 64,771,200 1.69 500,000 – – 500,000 0.01 650,126 – – 650,126 0.02 9,179,199 587,000 8,000,000(3) 17,766,199 0.91 3,281 31 16,995,745(4) 16,999,057 0.87 180,308 – 2,659,700(5) 2,840,008 0.15 163 – – 163 0.00 3,321,630 – – 3,321,630 0.17 207,000 – – 207,000 0.01 – 80,000 3,570,000(6) 3,650,000 45.63 – – 500(7) 500 50.00 37,500 – – 37,500 1.50

• (1) These shares were beneficially owned by a company in which Mr Ho Hau-Hay, Hamilton owns 40.0% of its issued share capital.

• (2) 4,102 shares are held by a company wholly owned by Mr Cheng Kar-Shing, Peter and 11,767 shares are held by Sun City Holdings Limited, of which Mr Cheng Kar-Shing, Peter is deemed to be interested in 45.63% of its issued share capital.

• (3) These shares are beneficially owned by a company which is wholly owned by Dr Cheng Kar-Shun, Henry.

• (4) These shares are beneficially owned by a company which is jointly owned by Dr Sin Wai-Kin, David and his spouse.

• (5) These shares are beneficially owned by a company which is wholly owned by Mr Cheng Kar-Shing, Peter.

• (6) These shares are held by a company of which Mr Cheng Kar-Shing, Peter has an indirect interest of 48.18%.

• (7) Mr Cheng Kar-Shing, Peter is deemed to be interested in the shares of Sun Legend Investments Limited by virtue of his interest in Sun City Holdings Limited.

– 10 –

GENERAL INFORMATION

APPENDIX

(B) Long positions in underlying shares of associated corporations

Share options in NWS Holdings Limited

			Number of share
			options outstanding	Exercise
			as at the Latest	price per
Name of Director	Grant date	Exercisable period	Practicable Date	share
Mr Leung Chi-Kin, Stewart	21 July 2003	(1)	68,820	HK$3.711
Notes:

• (1) Divided into 2 tranches exercisable from 21 July 2004 and 21 July 2005 respectively to 20 July 2008.

• (2) The cash consideration paid by Mr Leung Chi-Kin, Stewart for the grant of the share options is HK$10.

Share options in New World Mobile Holdings Limited

			Number of share
			options outstanding	Exercise
			as at the Latest	price per
Name of Director	Grant date	Exercisable period	Practicable Date	share
Dr Cheng Kar-Shun, Henry	28 January 2005	28 January 2005 to	780,000	HK$1.26
		31 December 2010

Note:

• (1) The cash consideration paid by Dr Cheng Kar-Shun, Henry for the grant of the share options is HK$1.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the shares, underlying shares (within the meaning of Part XV of the SFO) or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); (ii) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code.

– 11 –

GENERAL INFORMATION

APPENDIX

SUBSTANTIAL SHAREHOLDERS

(a) Interests to be disclosed under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons had an interest in the shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept under Section 336 of the SFO:

Long positions in shares of the Company

Name Cheng Yu Tung Family (Holdings) Limited (“CYTFH”)(1) Centennial Success Limited (“Centennial”)(2) Chow Tai Fook Enterprises Limited (“CTF”)(3) Notes:	Number of shares held Approximate % of shareholding Beneficial interests Corporate interests Total – 1,320,410,701 1,320,410,701 36.04 – 1,320,410,701 1,320,410,701 36.04 1,188,383,025 132,027,676 1,320,410,701 36.04

• (1) CYTFH holds 51% direct interest in Centennial and is accordingly deemed to have an interest in the shares deemed to be interested by Centennial.

• (2) Centennial holds 100% direct interest in CTF and is accordingly deemed to have an interest in the shares interested by or deemed to be interested by CTF.

• (3) CTF together with its subsidiaries.

• (4) Dr Cheng Kar-Shun, Henry, the Managing Director of the Company, is also a director of each of CYTFH, Centennial and CTF.

– 12 –

GENERAL INFORMATION

APPENDIX

Long positions in the shares and underlying shares of the Company

			Number of		Approximate
		Number of	underlying		% of
Name	Capacity	shares held	shares held	Total	shareholding
Marathon Asset	Investment	208,191,948	–	208,191,948	5.68
Management Ltd	manager
Timothy R. Barakett(1)	Interest of	166,629,068	63,701,740	230,330,808	6.29
	controlled
	corporations
Atticus Management	Investment	166,629,068	63,701,740	230,330,808	6.29
LLC(2)	manager
Atticus Capital LP	Investment	166,629,068	63,701,740	230,330,808	6.29
	manager

Short positions in the underlying shares of the Company

		Number of	Approximate
		underlying	% of
Name	Capacity	shares held	Shareholding
Timothy R. Barakett(1)	Interest of controlled	127,403,000	3.48
	corporations
Atticus Management LLC(2)	Investment manager	127,403,000	3.48
Atticus Capital LP	Investment manager	127,403,000	3.48
Notes:

• (1) Atticus Management LLC is wholly owned by Mr Timothy R. Barakett who is deemed to have interests in the shares and underlying shares deemed to be interested by Atticus Management LLC.

• (2) Atticus Capital LP is a wholly owned subsidiary of Atticus Management LLC. Atticus Management LLC is deemed to be interested in the shares and underlying shares interested by Atticus Capital LP.

– 13 –

GENERAL INFORMATION

APPENDIX

(b) Interests in 10% or more of the nominal value of share capital carrying voting rights of any subsidiary of the Company

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company and save as otherwise disclosed in this circular, the persons (other than a Director or chief executive of the Company or a member of the Group) who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any subsidiary of the Company were as follows:

									Approximate
									percentage of
Name of shareholder					Name of member of the Group				interest held
Huamei Wealth (Beijing) International					Beijing Dongfang Huamei Real Estate				25.00%
	Property Investment Co., Ltd.				Development Co., Ltd.
Melbourne Enterprises Limited					Billion Park Investment Limited				14.29%
Hainan Zhonghong Investments Company					Changsha Xiangxianghai Housing				20.00%
	Limited				Development Co., Ltd.
Hing Pang Petroleum Chemicals (H.K.)					Chengdu Xinyi Real Estate Development				20.00%
	Limited				Co., Ltd.
Sichuan Zhongshihua Enterprise Co., Ltd.					Chengdu Xinyi Real Estate Development				20.00%
					Co., Ltd.
Dalian Commercial Network Construction					Dalian New		World Plaza International Co.,		12.00%
	and Development Company				Ltd.
					Foshan Country Club Real Estate				10.00% (Note)
					Development Limited Jinan New World Sunshine Development				27.00%
					Co., Ltd.				30.00%
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development Limited
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development No. 2 Limited
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development No. 3 Limited
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development No. 4 Limited
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development No. 5 Limited
Shenyang		Zhengju		Enterprises Ltd.	New World		(Shenyang) Property		10.00% (Note)
					Development No. 6 Limited
Stanley Enterprises Limited					Ramada Property Ltd.				20.00%

– 14 –

GENERAL INFORMATION

APPENDIX

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|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|Approximate|
|percentage|of|
|Name|of|shareholder|Name|of|member|of|the|Group|interest|held|
|Shenzhen|Topping|Real|Estate|10.00%|
|Development|Co.,|Limited|
|Wuhan|Xinhan|Development|Co.,|Limited|30.00%|(Note)|
|Mr|Li|Chau-Ming,|Peter|Apex-Pro|Systems|Limited|14.90%|
|Huasheng|Audio|&|Video|Publishing|Beijing|Jingdun|Xintong|Movie|and|TV|25.00%|
|House|Culture|Co.,|Ltd.|
|Mr|Wang|Jiquan|Beijing|Xindu|Fengfan|Advertising|Co.,|10.00%|
|Ltd.|
|Ms|Yao|Baozhen|Beijing|Xindu|Fengfan|Advertising|Co.,|20.00%|
|Ltd.|
|Mr|Tian|Tao|Beijing|Xintong|Media|&|Cultural|29.90%|
|Development|Co.|Ltd.|
|Ms|Yao|Baozhen|Beijing|Xintong|New|Vision|Media|&|20.00%|
|Advertising|Co.,|Ltd.|
|Ms|Yao|Baozhen|Beijing|Xintong|Sinologue|Media|&|25.10%|
|Advertising|Co.,|Ltd.|
|Beijing|Zirancao|Advertising|Co.,|Ltd.|Beijing|Xintong|Sinologue|Media|&|25.00%|
|Advertising|Co.,|Ltd.|
|Grand|Business|Development|Limited|45.00%|
|Infinity|Regent|Inc.|Milestone|Overseas|Limited|16.67%|
|Sparkle|Spirit|Limited|Milestone|Overseas|Limited|16.67%|
|Huasheng|Audio|&|Video|Publishing|Nanjing|Xintong|Huihai|Movie|and|TV|17.50%|
|House|Culture|Co.,|Ltd.|
|Merino|Holdings|Limited|New|World|ZGM|Limited|20.00%|
|Wellington|Equities|Inc.|New|World|ZGM|Limited|15.00%|
|Dr|Ren|Keyong|NoveMed|Group|Ltd.|20.00%|
|Panion|Holdings|Ltd.|NoveMed|Group|Ltd.|15.00%|
|Easin|Technology|Co.,|Ltd.|Shanxi|Xintongda|Culture|Propagation|40.00%|
|Co.,|Ltd.|
|Mr|Huang|Xiaogang|Shanxi|Xintongda|Culture|Propagation|20.00%|
|Co.,|Ltd.|
|Mr|Chen|Shangwu|Shanghai|Aumedia|Culture|Propagation|13.50%|
|Co.,|Ltd.|
|Stanford|Ocean|Limited|Two-Way|Communications|Limited|10.00%|
|Magic|Pioneer|Limited|Two-Way|Communications|Limited|10.00%|

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– 15 –

APPENDIX

GENERAL INFORMATION

		Approximate
		percentage of
Name of shareholder	Name of member of the Group	interest held
Open Door Investments Ltd	Realistic Reward Limited	30.00%
Asean Giant Limited	Gold Return Resources Ltd.	10.00%
Grand Choice Profits Limited	Gold Return Resources Ltd.	10.00%
Chow Tai Fook Enterprises Limited	Advance Planner Limited	40.00%
Ever Global Investment Limited	Autowin Limited	30.00%
Chow Tai Fook Enterprises Limited	Beames Holdings Limited	36.00%
Gaintek Development Limited	Better Rich Development Limited	30.00%
Bolo Ltd	Bright Moon Company Limited	25.00%
Tenswin Limited	Boxwin Limited	16.58%
Winteam Holdings Limited	China Step Limited	30.00%
Aldburg Assets Limited	Coral Business Inc.	12.50%
Chow Tai Fook Enterprises Limited	Crimson Company Limited	37.00%
Honor Fidelity Ltd	Dominion 2000 Limited	30.00%
Hotspring Ltd	Easlin Corporation	20.00%
Lai Sun Development Company Limited	Easlin Corporation	20.00%
Chow Tai Fook Enterprises Limited	Front Post Limited	15.00%
Mr Philip Yuen	Henry Bon Enterprises Company Limited	10.00%
Ms Carmen Leung	Henry Bon Enterprises Company Limited	10.00%
Chow Tai Fook Enterprises Limited	HH Holdings Coporation	12.00%
Polarway Investment Ltd	Highness Land Investment Company	40.00%
	Limited
Space Enterprises Limited	Mega Choice Holdings Limited	20.00%
Tacko Hotel (Zhanjiang) Ltd	New World Tacko (Xian) Limited	30.00%
Golden Sphere Investments Ltd	New Hope Limited	15.00%
Glory Good Investment Ltd	Pearls Limited	20.00%
Kawick Enteprises Ltd	Pearls Limited	40.00%
Fung Seng Diamond Co Ltd	Silver Bloom Company Limited	10.00%
Wah Tai Company Limited	Silver Bloom Company Limited	20.00%
Kly (Nominees) Ltd	Super Value Development Limited	20.00%
Info Trade Investment Limited	Teddy Bear Kingdom Holdings Limited	22.06%

– 16 –

APPENDIX

GENERAL INFORMATION

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|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|Approximate|
|percentage|of|
|Name|of|shareholder|Name|of|member|of|the|Group|interest|held|
|Kly|(Nominees)|Ltd|Top|Flash|Investments|Limited|20.00%|
|Fung|Seng|Diamond|Co|Ltd|Ultra|Force|Limited|20.00%|
|Fast|Choice|Investments|Limited|Winner|World|Group|Limited|20.00%|
|Architectural|Precast|Limited|(in|court|Architectural|Precast|GRC|Limited|35.00%|
|compulsory|liquidation)|
|New|Concepts|Foundation|Limited|Barbican-New|Concepts|Joint|Venture|40.00%|
|Beijing|Hip|Hing|Construction|25.00%|
|Engineering|Company|Limited|
|Beijing|Hip|Hing|Construction|20.00%|
|Engineering|Company|Limited|
|Beijing|Kiu|Lok|Property|Management|40.00%|
|Services|Co.,|Ltd.|
|Bioforte|(Hong|Kong)|Environmental|BioEnviroLink|Technologies|Limited|30.00%|
|Engineering|And|Technology|Company|
|Ltd|
|Shine|Vision|International|Limited|Carpark|Solution|Enterprise|Limited|35.00%|
|Cinagro|Pte|Limited|Cinabel|(Singapore)|Pte|Limited|20.00%|
|Miramar|Hotel|&|Investment|Company|Espora|Company|Limited|50.00%|
|Limited|
|Foshan|City|Gaoming|District|Foshan|Gaoming|Xinming|Bridge|49.00%|
|Transportation|Infrastructure|Co.|Ltd.|Company|Limited|
|15.00%|
|Guangxi|Beiliu|Gaote|Co.|Ltd.|Guangxi|Beiliu|Xinbei|Highways|limited|40.00%|
|Guangxi|Cangwu|County|Electric|Power|Guangxi|Cangwu|Xincang|Highways|30.00%|
|Co.|Ltd.|Limited|
|Guangxi|Rongxian|Road|&|Bridge|Guangxi|Rongxian|Xinrong|Highways|30.00%|
|Construction|Co.|Ltd.|Limited|
|Guangxi|Yulin|City|Heng|Tong|Ltd|Guangxi|Yulin|Xinye|Highways|Limited|40.00%|
|Guangxi|Yulin|Yu|Shieh|Ltd.|Guangxi|Yulin|Xinyu|Highways|Limited|40.00%|
|Guangzhou|Yongtong|Freeway|Company|Guangzhou|Northring|Freeway|Company|10.41%|
|Ltd.|Limited|
|Asian|East|Worldwide|Limited|Guangzhou|Northring|Freeway|Company|24.30%|
|Limited|
|10.00%|

----- End of picture text -----

– 17 –

GENERAL INFORMATION

APPENDIX

				Approximate
				percentage of
Name of shareholder			Name of member of the Group	interest held
Leader	Civil Engineering Corporation		Hip Hing-Leader JV Limited	33.33%
Limited
Taisei Corporation			Hip Hing-Taisei Joint Venture	40.00%
Intex Shanghai Company Limited			Hong Kong-Shanghai Venue Management	30.00%
			(Zhengzhou) Limited
Huns Engineering Company Limited			Huns-Majestic Joint Venture	40.00%
Wiseful Engineering Group Limited			Kentfull Engineering Company Limited	40.00%
Nanjing Port Authority			Nanjing Huining Wharfs Co., Ltd.	45.00%
Changzhi City Changda Highway			Shanxi Xinda Highways Limited	40.00%
Development Company
Changzhi City Changda Highway			Shanxi Xinhuang Highways Limited	40.00%
Development Company
				20.00%
Taiyuan Tongtai Industry & Commerce			Taiyuan Xintai Highways Limited	40.00%
General Company
Gujiao Highway-Bridge Development &			Taiyuan Xinyuan Expressway Company	40.00%
Construction Company			Limited
Tianjin	Expressway Investment &		Tianjin Xindi Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinlong Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinlu Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinming Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinqing Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinquan Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinsen Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinshi Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xinsi Expressway Company	33.38%
Construction Development Corporation			Limited
Tianjin	Expressway Investment &		Tianjin Xintong Expressway Company	33.38%
Construction Development Corporation			Limited

– 18 –

GENERAL INFORMATION

APPENDIX

==> picture [403 x 482] intentionally omitted <==

----- Start of picture text -----

||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|Approximate|
|percentage|of|
|Name|of|shareholder|Name|of|member|of|the|Group|interest|held|
|Tianjin|Expressway|Investment|&|Tianjin|Xintuo|Expressway|Company|33.38%|
|Construction|Development|Corporation|Limited|
|Tianjin|Expressway|Investment|&|Tianjin|Xinxiang|Expressway|Company|33.38%|
|Construction|Development|Corporation|Limited|
|Tianjin|Expressway|Investment|&|Tianjin|Xinyan|Expressway|Company|33.38%|
|Construction|Development|Corporation|Limited|
|Tianjin|Expressway|Investment|&|Tianjin|Xinzhan|Expressway|Company|33.38%|
|Construction|Development|Corporation|Limited|
|Triguang|Engineering|(Guang|Zhou)|49.00%|
|Company|Limited|
|Trihan|Engineering|(Wuhan)|Company|49.00%|
|Limited|
|Wuhan|Airport|Road|Industrial|Wuhan|Airport|Road|Development|Ltd.|33.33%|
|Development|Co.|Ltd.|
|Guangxi|Wuzhou|Heng|Tong|Development|Wuzhou|Xinwu|Highways|Limited|40.00%|
|Ltd.|
|Xiamen|COSCO|International|Container|Xiamen|Xinyuan|Container|Terminal|Co.,|30.00%|
|Freight|Station|&|Transportation|Co.,|Ltd.|
|Ltd.|
|35.00%|
|20.00%|
|(in|member’s|voluntary|winding-up)|
|First|Achieve|Limited|NWCB|Multimedia|Limited|20.00%|
|Sidney|Consultants|Limited|auto22.com|Holdings|Limited|15.70%|
|44.00%|
|LifeTech|International|Limited|New|World|LifeTech|limited|20.00%|
|14.00%|

----- End of picture text -----

Note: referred to as profit sharing ratio as set out in the relevant co-operative joint venture contract

LITIGATION

As at the Latest Practicable Date, the Group was in dispute with a joint venture partner in respect of certain property development projects in the PRC and the parties had taken legal actions against each other in Hong Kong. No statement of claims setting out details of the claims against the Group had been filed.

– 19 –

APPENDIX

GENERAL INFORMATION

The Company’s subsidiary, New World TMT Limited (“NWTMT”), is involved in litigation with Prediwave Corporation and certain of its associated companies as disclosed in the joint announcements of the Company and NWTMT dated 27 May 2004 and 22 July 2004. A trial date has been fixed in October 2006. Counsel for NWTMT advised that there may be a possibility of delay in case of applications being made to the US Court.

Save as disclosed above, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation, arbitration or claim of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any member of the Group

SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into a service contract with any member of the Group which is not determinable by the relevant member of the Group within one year without payment of compensation, other than statutory compensation.

COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, each of the following Directors were considered by the Company to have interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to the Listing Rules as set out below:

	Name of entity which	Description of businesses
	businesses are considered	of the entity which are	Nature of
	to compete or likely to	considered to compete or	interest of the
	compete with the	likely to compete with the	Director in the
Name of Director	businesses of the Group	businesses of the Group	entity
Dr Cheng Yu-Tung	Shun Tak Holdings Limited	Property investment and	Director
	group of companies	development, ferry
		services and hotel related
		services
	Chow Tai Fook Enterprises	Property investment and	Director
	Limited group of	development and
	companies	transport
	Melbourne Enterprises	Property investment	Director
	Limited group of
	companies
	Lifestyle International	Department stores	Director
	Holdings Ltd. group of	operations and property
	companies	investment
Dr Cheng Kar-Shun,	Shun Tak Holdings Limited	Property investment and	Director
Henry	group of companies	development, ferry
		services and hotel related
		services

– 20 –

APPENDIX

GENERAL INFORMATION

	Name of entity which	Description of businesses
	businesses are considered	of the entity which are	Nature of
	to compete or likely to	considered to compete or	interest of the
	compete with the	likely to compete with the	Director in the
Name of Director	businesses of the Group	businesses of the Group	entity
	Chow Tai Fook Enterprises	Property investment and	Director
	Limited group of	development and
	companies	transport
	HKR International Limited	Property investment and	Director
	group of companies	development, and
		property management
	Lifestyle International	Department stores	Director
	Holdings Ltd. group of	operations and property
	companies	investment
Dr Sin Wai-Kin, David	Miramar Hotel &	Property investment and	Director
	Investment Company	hotel operation
	Limited group of
	companies
Mr Cheng Yue-Pui	Chow Tai Fook Enterprises	Property investment and	Director
	Limited group of	development and
	companies	transport
	Melbourne Enterprises	Property investment	Director
	Limited group of
	companies
Mr Cheng Kar-Shing,	Chow Tai Fook Enterprises	Property investment and	Director
Peter	Limited group of	development and
	companies	transport
	Long Vocation Investments	Property investment	Director and
	Limited group of		shareholder
	companies
Mr Chow Kwai-Cheung	Flying Dragon Properties	Property investment	Director and
	Limited		shareholder
	Global Agents Ltd.	Investment holding	Director and
			shareholder
Mr Ho Hau-Hay,	CITIC Pacific Limited	Property development and	Director
Hamilton		investment,
		telecommunications, and
		operation of power
		station and tunnel and
		financial services
	Honorway Investments	Property development and	Director and
	Limited	investment	shareholder
	Tak Hung (Holding)	Property development and	Director and
	Company Limited	investment	shareholder
Mr Liang Cheung-Biu,	Bermuda Investments	Property investment	Director
Thomas	Limited

– 21 –

APPENDIX

GENERAL INFORMATION

	Name of entity which	Description of businesses
	businesses are considered	of the entity which are	Nature of
	to compete or likely to	considered to compete or	interest of the
	compete with the	likely to compete with the	Director in the
Name of Director	businesses of the Group	businesses of the Group	entity
	Greenwich Investors	Property investment	Director
	Limited
	Lambda Enterprises Limited	Property management	Director
	Miramar Hotel &	Property investment and	Director
	Investment Company	hotel operation
	Limited group of
	companies
	Notting Hill Development	Property investment	Director
	Limited
	Ramadon Company Limited	Property investment	Director
	Roundtree Property	Property investment	Director
	Company Limited
Dr Cha Mou-Sing,	HKR International Limited	Property investment and	Director and
Payson	group of companies	development, and	shareholder
		property management
	Hanison Construction	Construction, property	Director and
	Holdings Limited group	investment and	shareholder
	of companies	development
Mr Cha Mou-Zing, Victor	HKR International Limited	Property investment and	Director and
	group of companies	development, and	shareholder
		property management
	Hanison Construction	Construction, property	Shareholder
	Holdings Limited group	investment and
	of companies	development
Mr Yeung Ping-Leung,	Miramar Hotel &	Property investment and	Director
Howard	Investment Company	hotel operation
	Limited group of
	companies
Mr Lee Luen-Wai, John	Lippo Limited	Property investment,	Director
		development and
		management
	Lippo China Resources	Property investment,	Director
	Limited	development and
		management
	Hongkong Chinese Limited	Property investment,	Director
		development and
		management

As the Board is independent from the boards of the aforesaid companies and none of the above Directors can control the Board of the Company, the Group is capable of carrying its businesses independently of, and at arm’s length from the businesses of such companies.

– 22 –

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and his associates was considered to have interests in any business, apart from his interest in the Company, which competes or is likely to compete, either directly or indirectly, with the businesses of the Group pursuant to the Listing Rules.

MISCELLANEOUS

• (a) The Company Secretary of the Company is Mr Leung Chi-Kin, Stewart

• (b) The Qualified Accountant of the Company is Mr Chow Yu-Chun, Alexander, who is a fellow of Association of Chartered Certified Accountants (UK) and an associate of the Hong Kong Institute of Certified Public Accountant.

• (c) The registered office of the Company is at 30th Floor, New World Tower, 18 Queen’s Road Central, Hong Kong.

• (d) The Share Registrars and Transfer office of the Company is Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong

• (e) The English text of this circular will prevail over the Chinese text.

– 23 –