Galaxy Entertainment Group Limited — Proxy Solicitation & Information Statement 2009

May 12, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, 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 with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make 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)

CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

CIMB-GK Securities (HK) Limited

A letter from the Independent Board Committee is set out on page 11 of this circular. A letter from CIMBGK, the independent financial adviser, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages 12 to 25 of this circular.

A notice convening the EGM to be held at Meeting Rooms S426–427 (Old Wing), Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2009 at 11:00 a.m. is set out on pages 54 to 55 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit it to the Company’s share registrar, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

13 May 2009

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . .	11
LETTER FROM CIMB-GK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX I — VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
APPENDIX III — NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54

– i –

DEFINITIONS

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

‘‘Acquisition’’	the acquisition of a 52.5% equity interest in Trio by NWCP from
	Guilherme Holdings under the Sale and Purchase Agreement
‘‘associates’’	has the meaning ascribed to it under the Listing Rules
‘‘Board’’	the board of Directors
‘‘CIMB-GK’’	CIMB-GK Securities (HK) Limited, a licensed corporation to
	carry out type 1 (dealing in securities), type 4 (advising on
	securities) and type 6 (advising on corporate finance) regulated
	activities under the SFO, and the independent financial adviser
	appointed to advise the Independent Board Committee and the
	Independent Shareholders in relation to the Sale and Purchase
	Agreement
‘‘Company’’	New World Development Company Limited, a company
	incorporated in Hong Kong with limited liability, the shares of
	which are listed on the main board of the Stock Exchange
‘‘Completion’’	completion of the Sale and Purchase Agreement in accordance
	with the provisions thereof
‘‘connected person’’	has the meaning ascribed to it under the Listing Rules
‘‘Directors’’	the directors of the Company
‘‘Disposal’’	the disposal of a 50% equity interest in Juyi by NWCP to
	Guilherme Holdings under the Sale and Purchase Agreement
‘‘EGM’’	the extraordinary general meeting of the Company to be convened
	for the purpose of considering and, if thought fit, approving the
	Sale and Purchase Agreement
‘‘Group’’	the Company and its subsidiaries as at the Latest Practicable Date
‘‘Guilherme Holdings’’	Guilherme Holdings (Hong Kong) Limited, a company
	incorporated in Hong Kong which is wholly-owned by Mr. Doo
‘‘HK$’’	Hong Kong dollar(s), the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

‘‘Independent Board Committee’’ the independent board committee of the Company comprising Mr. Yeung Ping-Leung, Howard, Dr. Cha Mou-Sing, Payson (alternate director to Dr. Cha Mou-Sing, Payson: Mr. Cha MouZing, Victor), Mr. Ho Hau-Hay, Hamilton and Mr. Lee Luen-Wai, John, which is formed to advise the Independent Shareholders in relation to the Sale and Purchase Agreement ‘‘Independent Shareholders’’ Shareholders other than Mr. Doo and his associates and any person who is interested in the Sale and Purchase Agreement ‘‘ ’’ 一 Juyi 上海局 房地產發展有限公司 (Shanghai Juyi Real Estate Development Co., Ltd.), a company incorporated in the PRC

• ‘‘Knight Frank’’ Knight Frank Petty Limited, a firm of professional valuers independent from the Company and its associates

• ‘‘Latest Practicable Date’’ 6 May 2009, being the latest practicable date prior to the bulkprinting of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. Doo’’ Mr. Doo Wai-Hoi, William, an executive director of NWCL, the director of certain subsidiaries of the Company and NWCL and is the beneficial owner of several corporate substantial shareholders of certain subsidiaries of the Company and NWCL. Mr. Doo is the son-in-law of Dato’ Dr. Cheng Yu-Tung (director of the Company), the brother-in-law of Dr. Cheng Kar-Shun, Henry and Mr. Cheng Kar-Shing, Peter (directors of the Company and NWCL), and the uncle of Mr. Cheng Chi-Kong, Adrian (director of the Company and NWCL)

• ‘‘NWCL’’ New World China Land Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• ‘‘NWCL Group’’ NWCL and its subsidiaries as at the Latest Practicable Date

• ‘‘NWCP’’ New World China Property Limited, a company incorporated in Hong Kong and which is wholly-owned by NWCL

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

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

‘‘Sale and Purchase Agreement’’	the sale and purchase agreement	dated 30 April 2009 entered into	dated 30 April 2009 entered into	dated 30 April 2009 entered into	dated 30 April 2009 entered into
	between NWCP and Guilherme	Holdings in	respect of the Sale
	and Purchase Transactions
‘‘Sale and Purchase Transactions’’	the Acquisition and Disposal	under the	Sale	and	Purchase
	Agreement
‘‘SFO’’	Securities and Futures Ordinance, Chapter 571 of the				Laws of
	Hong Kong
‘‘Shareholders’’	holder(s) of the Shares
‘‘Share(s)’’	the ordinary share(s) in the issued share capital of			the	Company
	with a par value of HK$1.00 each
‘‘sq.m.’’	square meter(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘subsidiary’’	has the meaning ascribed thereto	in the Listing Rules
‘‘Trio’’	上海三聯物業發展有限公司	(Shanghai	Trio		Property
	Development Co., Ltd.), a company incorporated in			the PRC
‘‘US$’’	United States dollars, the lawful	currency of	the United		States of
	America
‘‘%’’	per cent.

– 3 –

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

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 Mr. Cheng Chi-Kong, Adrian

Registered office: 30th Floor New World Tower 18 Queen’s Road Central Hong Kong

Non-executive directors:

Mr. Cheng Kar-Shing, Peter Mr. Chow Kwai-Cheung

Mr. Liang Cheung-Biu, Thomas

Ms. Ki Man-Fung, Leonie, JP

Independent non-executive directors:

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. Ho Hau-Hay, Hamilton

Mr. Lee Luen-Wai, John, JP

13 May 2009

To the Shareholders and, for information purpose only, the holders of the outstanding share options of the Company

Dear Sir or Madam,

CONNECTED TRANSACTIONS

BACKGROUND

The Company jointly with NWCL announced that on 30 April 2009, NWCP, a wholly-owned subsidiary of NWCL, entered into the Sale and Purchase Agreement with Guilherme Holdings whereby NWCP conditionally agreed (i) to acquire a 52.5% equity interest in Trio from Guilherme Holdings for a consideration of HK$523,308,026; and (ii) to dispose of a 50% equity interest in Juyi to Guilherme

– 4 –

LETTER FROM THE BOARD

Holdings for a consideration of HK$953,169,139. Subject to completion of all conditions precedent relating to the Acquisition and Disposal, Trio will become a wholly-owned subsidiary of NWCP; and the Company and NWCL will cease to have any interest in Juyi.

PURPOSE OF THIS CIRCULAR

The purpose of this circular is to provide you with details of the Sale and Purchase Transactions, the opinion of the Independent Board Committee and the advice of CIMB-GK in respect of the Sale and Purchase Agreement and to give notice of the EGM thereof.

THE SALE AND PURCHASE AGREEMENT

On 30 April 2009, NWCP and Guilherme Holdings entered into the Sale and Purchase Agreement relating to the Sale and Purchase Transactions. Details of the Sale and Purchase Agreement are set out as follows:

Date : 30 April 2009 Parties : NWCP and Guilherme Holdings

The Acquisition

NWCP has conditionally agreed to purchase and Guilherme Holdings has conditionally agreed to dispose of a 52.5% equity interest in Trio for a consideration of HK$523,308,026. Trio will become a wholly-owned subsidiary of NWCP upon completion of the Acquisition.

The Disposal

NWCP has conditionally agreed to dispose of and Guilherme Holdings has conditionally agreed to purchase a 50% equity interest in Juyi for a consideration of HK$953,169,139. The Company and NWCL will cease to have any interest in Juyi upon completion of the Disposal.

Consideration

The consideration payable by NWCP for the Acquisition will be set-off against the consideration receivable by NWCP for the Disposal and the net consideration of HK$429,861,113 will be payable by Guilherme Holdings to NWCP in the following manner:

• (i) 10% of the net consideration, being HK$42,986,111, is payable by Guilherme Holdings to NWCP forthwith upon the signing of the Sale and Purchase Agreement; and

• (ii) the remaining balance of the net consideration, being HK$386,875,002, is payable by Guilherme Holdings to NWCP on or before 31 December 2009.

The consideration for the Acquisition is subject to adjustment for any changes in the attributable net asset value of Trio during the period from 1 April 2009 to the date of Completion. In any event, the consideration will not fall below HK$520,308,026, and without any upward adjustment, taking into account the effect of the projected operating expenses of Trio to be incurred during the abovementioned period.

– 5 –

LETTER FROM THE BOARD

The consideration for the Disposal is also subject to adjustment for any changes in the attributable net asset value of Juyi as at the date of Completion, in particular the change caused by the expected contribution to the registered capital of Juyi as announced by the Company and NWCL on 23 April 2009. In any event, the consideration for the Disposal will not fall below HK$953,169,139 and will not exceed HK$1,175,169,139.

The parties to the Sale and Purchase Agreement shall determine the attributable net asset value of each of Juyi and Trio as at the date of Completion within 30 business days from the date of Completion. Any increase in the net consideration for the Sale and Purchase Transactions is payable by Guilherme Holdings to NWCP by way of cash.

The consideration for the Acquisition and the Disposal was determined after arm’s length negotiation between the parties with reference to the unaudited net asset value of Trio and Juyi as at 31 March 2009, being HK$463,707,223 and HK$781,839,284, respectively and the revaluation surplus of HK$1,067,201,318 and HK$3,135,813,622 arising from the properties owned by Trio and Juyi, respectively, net of tax of HK$534,131,348 and HK$2,011,314,629 thereon, respectively.

Conditions of the Sale and Purchase Agreement

Conditions precedent

Completion of the Acquisition and Disposal under the Sale and Purchase Agreement is subject to and conditional upon the fulfillment of the following conditions precedent on or before 30 November 2009:

• (1) NWCP and Guilherme Holdings having performed all of the covenants and agreements required to be performed by each of them under the Sale and Purchase Agreement on or prior to Completion;

• (2) the agreements relating to the Acquisition and Disposal in accordance with the relevant laws and regulations of the PRC having been executed and completed to the satisfaction of NWCP and Guilherme Holdings;

• (3) during the period from the date of the Sale and Purchase Agreement to the date of Completion, there not having occurred any material adverse effect on, or there not being in existence on the date of Completion any material adverse change in the financial position, operating performance and all other material aspects of Juyi and Trio;

• (4) all approvals and consents of third parties and the authorities (including the Stock Exchange and if so required, lenders) which are necessary for the entering into and the implementation of the Sale and Purchase Agreement and all transactions contemplated under the Sale and Purchase Agreement having been obtained; and

• (5) the approval of the Sale and Purchase Agreement and the transactions contemplated under the Sale and Purchase Agreement by the independent shareholders of NWCL and the Company, at the extraordinary general meeting of each of NWCL and the Company having been obtained in accordance with the requirements of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

NWCP and Guilherme Holdings may in its absolute discretion at any time waive in writing any of the conditions set out above (or any part thereof) and such waiver may be made subject to such terms and conditions as determined by NWCP and/or Guilherme Holdings provided that NWCP and/or Guilherme Holdings shall not be entitled to exercise such right of waiver in respect of items (4) and (5) above if as a result of such waiver the Company and/or NWCL would be in breach of the Listing Rules or any other rules or regulations.

Completion

Completion is to take place within ten business days after fulfillment of all conditions (or such later date as shall be agreed in writing between the parties to the Sale and Purchase Agreement).

INFORMATION OF JUYI AND TRIO

The following financial information in respect of Juyi and Trio is extracted from the audited financial statements of Juyi and Trio, respectively, which were prepared in accordance with the accounting principles generally accepted in Hong Kong.

Juyi

Loss before/after taxation and extraordinary items	For the year ended 30 June	For the year ended 30 June
	2008 Attributable portion of the disposal of 50% of the equity interest HK$ HK$ 43,905,887 21,952,944	2007 Attributable portion of the disposal of 50% of the equity interest HK$ HK$
		1,716,466 858,233

The unaudited net asset value of Juyi as at 31 December 2008 was HK$786,185,920. The property of Juyi was valued by an independent valuer and as at 31 March 2009, such property was valued at RMB5,207,000,000. A valuation report is set out in Appendix I to this circular.

Juyi has a registered and paid-up capital of RMB765,000,000. The principal activity of Juyi is the development of Shanghai Hong Kong New World Garden located in Luwan District, Shanghai, the PRC. As at the Latest Practicable Date, Juyi was beneficially owned by NWCP and Guilherme Holdings as to 50% and 50%, respectively. After Completion, the Company and NWCL will cease to have any interest in Juyi.

– 7 –

LETTER FROM THE BOARD

Trio

Loss before/after taxation and extraordinary items	For the year ended 30 June	For the year ended 30 June
	2008 Attributable portion of the acquisition of 52.5% of the equity interest HK$ HK$ 8,500,625 4,462,828	2007 Attributable portion of the acquisition of 52.5% of the equity interest HK$ HK$
		1,892,713 993,674

The unaudited net asset value of Trio as at 31 December 2008 was HK$465,396,236. The property of Trio was valued by an independent valuer and as at 31 March 2009, such property was valued at RMB1,452,000,000. A valuation report is set out in Appendix I to this circular.

The original purchase cost of such interest to Guilherme Holdings is HK$327,181,146.

Trio has a registered and paid-up capital of US$81,000,000. The principal activity of Trio is the development of Shanghai Zhongshan Square located in Hongqiao Development Zone, Shanghai, the PRC. As at the Latest Practicable Date, Trio was beneficially owned by NWCP and Guilherme Holdings as to 47.5% and 52.5%, respectively. After Completion, Trio will be wholly-owned by NWCP.

POSSIBLE FINANCIAL EFFECTS OF THE SALE AND PURCHASE TRANSACTIONS

As a result of the Disposal and the Acquisition, the total consolidated assets and total liabilities of the NWCL Group will increase by approximately HK$884.5 million and HK$322.3 million, respectively, and accordingly, the net asset value of the NWCL Group will increase by approximately HK$562.2 million subject to the adjustment of consideration upon the date of Completion.

REASONS FOR AND BENEFITS OF ENTERING INTO THE SALE AND PURCHASE AGREEMENT

The Board considers that the implementation of the Sale and Purchase Agreement will enable NWCP to obtain the entire control over Shanghai Zhongshan Square and its development through the Acquisition. The development of Phase III of Shanghai Zhongshan Square, a commercial/office composite development with total gross floor area of 120,546 sq.m., is expected to be completed in December 2009. The Board considers that the aforesaid project will provide returns to the Group in the near future.

The Board is of the view that the Disposal will enable the Group to realise one of its long-term investments at an opportune time considering that the development of Shanghai Hong Kong New World Garden undertaken by Juyi is entering into a development phase which will require large capital outlay. The Disposal will enhance the working capital of the Group by providing cash returns to the Group whilst releasing the Group of future obligation to provide additional funding to the aforesaid project.

– 8 –

LETTER FROM THE BOARD

The Board is of the view that the Sale and Purchase Transactions also provide the Group with indirect opportunity to further streamline the group structure of respective projects with elimination of connected party relationship of Mr. Doo in the projects and which will enhance the corporate image of NWCL. Immediately after Completion, Mr. Doo, including his associates will not have any interests in the property projects of the NWCL Group.

The terms of the Sale and Purchase Agreement have been determined through arm’s length negotiations between the parties and reflect normal commercial terms. The Board considers that the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

CONNECTED TRANSACTIONS

As at the Latest Practicable Date, the Company held an approximately 70% attributable interest in the issued share capital of NWCL. Mr. Doo is an executive director of NWCL and therefore a connected person of the Company under the Listing Rules. Guilherme Holdings is wholly-owned by Mr. Doo, and is therefore an associate of Mr. Doo and a connected person of the Company under the Listing Rules. As such, the Sale and Purchase Transactions constitute connected transactions for the Company under the Listing Rules. The Sale and Purchase Transactions are aggregated with the transactions under the sale and purchase agreement dated 3 December 2008 (details of which are set out in the announcement and circular of the Company dated 3 December 2008 and 15 December 2008, respectively) for the purposes of Rules 14A.25 and 14A.26 of the Listing Rules. As one or more of the relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the aggregated transactions for the Company exceeds 2.5%, the Sale and Purchase Transactions are subject to the reporting and announcement requirements and the Independent Shareholders’ approval under the Listing Rules.

Mr. Doo, his associates and any Shareholder who has a material interest in the Sale and Purchase Agreement will abstain from voting on the resolution to approve the Sale and Purchase Agreement at the EGM and such resolution will be taken by poll pursuant to the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee has been appointed to advise the Independent Shareholders on the terms of the Sale and Purchase Agreement. CIMB-GK has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the terms of the Sale and Purchase Agreement.

GENERAL INFORMATION

The core businesses of the Company include property, infrastructure, hotel operation, department store operation, services as well as telecommunications and technology.

The principal business activity of Guilherme Holdings is investment holding.

– 9 –

LETTER FROM THE BOARD

EGM

The Company will convene the EGM at Meeting Rooms S426–427 (Old Wing), Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2009 at 11:00 a.m, Hong Kong, to consider the Sale and Purchase Agreement. A notice of the EGM is set out in Appendix III to this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, the votes of Independent Shareholders in respect of the Sale and Purchase Agreement taken at the EGM must be taken on poll. Mr. Doo and his associates, holding approximately 0.04% attributable interest in the issued share capital of the Company as at the Latest Practicable Date, and any person who is interested in the Sale and Purchase Agreement will abstain from voting in respect of the ordinary resolution proposed to approve the Sale and Purchase Agreement at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire.

OPINION

The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Sale and Purchase Agreement are fair and reasonable, and that entering into the Sale and Purchase Agreement are in the best interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) therefore recommend the Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM.

Your attention is drawn to the letter from the Independent Board Committee and the letter from CIMB-GK set out in this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders and the advice of CIMB-GK to the Independent Board Committee and the Independent Shareholders, respectively. Your attention is also drawn to the information as set out in the Appendices to this circular.

Yours faithfully For and on behalf of

New World Development Company Limited Dr. Cheng Kar-Shun, Henry Managing Director

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [231 x 41] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

13 May 2009

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

We refer to the letter from the Board set out in the circular issued by the Company to the Shareholders and dated 13 May 2009 (the ‘‘Circular’’) of which this letter forms part. Capitalised terms defined in the Circular have the same meanings when used herein unless the context otherwise requires.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the terms and conditions of the Sale and Purchase Agreement are fair and reasonable so far as the Independent Shareholders are concerned and whether the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole. CIMB-GK has been appointed by the Company as the independent financial adviser to advise us and the Independent Shareholders in this respect.

We wish to draw your attention to the letter from the Board and the letter from CIMB-GK to us and the Independent Shareholders which contains its advice to us in relation to the Sale and Purchase Agreement as set out in the Circular.

Having considered the principal factors and reasons considered by, and the opinion of, CIMB-GK as set out in its letter of advice, we consider the terms and conditions of the Sale and Purchase Agreement to be fair and reasonable so far as the interests of the Independent Shareholders are concerned and that the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution approving the Sale and Purchase Agreement and the transactions contemplated thereunder to be proposed at the EGM.

Yours faithfully Independent Board Committee Mr. Yeung Ping-Leung, Howard Dr. Cha Mou-Sing, Payson Mr. Ho Hau-Hay, Hamilton Mr. Lee Luen-Wai, John

– 11 –

LETTER FROM CIMB-GK

The following is the full text of the letter of advice to the Independent Board Committee and the Independent Shareholders from CIMB-GK in respect of the Sale and Purchase Agreement, prepared for the purpose of incorporation into this circular.

CIMB-GK Securities (HK) Limited

25th Floor, Central Tower 28 Queen’s Road Central Hong Kong

13 May 2009

To the Independent Board Committee and the Independent Shareholders of New World Development Company Limited

Dear Sirs/Madams,

CONNECTED TRANSACTIONS IN RELATION TO THE SALE AND PURCHASE TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Sale and Purchase Transactions. Details of the Sale and Purchase Agreement and the Sale and Purchase Transactions are set out in the letter from the Board (the ‘‘Letter from the Board’’) as contained in the circular of the Company to the Shareholders dated 13 May 2009 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

The Sale and Purchase Transactions include (i) the acquisition by NWCP, a wholly-owned subsidiary of NWCL, of the remaining 52.5% equity interest in Trio (the ‘‘Trio Interest’’) from Guilherme Holdings; and (ii) the disposal by NWCP of its 50% equity interest in Juyi (the ‘‘Juyi Interest’’) to Guilherme Holdings.

Given that Guilherme Holdings is wholly-owned by Mr. Doo, who is an executive director of NWCL, and as at the Latest Practicable Date, the Company held an approximately 70% attributable interest in the issued share capital of NWCL, the Sale and Purchase Transactions constitute connected transactions for the Company under the Listing Rules. The Sale and Purchase Transactions are aggregated with the transactions under the sale and purchase agreement dated 3 December 2008, details of which are set out in the joint announcement of the Company and NWCL dated 3 December 2008 and the circular of the Company dated 15 December 2008 (the ‘‘Previous Circular’’), respectively, for the purpose of Rules 14A.25 and 14A.26 of the Listing Rules. As one or more of the relevant percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the aforesaid aggregated transactions for the Company exceeds 2.5%, the Sale and Purchase Transactions are subject to the reporting, announcement requirements and the Independent Shareholders’ approval at the EGM under the Listing Rules.

– 12 –

LETTER FROM CIMB-GK

Mr. Doo, Guilherme Holdings, any Shareholders who have a material interest in the Sale and Purchase Agreement, and their respective associates will abstain from voting in relation to the resolution to approve the Sale and Purchase Agreement and the relevant transactions contemplated thereunder.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Yeung Ping-Leung, Howard, Dr. Cha Mou-Sing, Payson (alternate director to Dr. Cha Mou-Sing, Payson: Mr. Cha Mou-Zing, Victor), Mr. Ho Hau-Hay, Hamilton and Mr. Lee Luen-Wai, John, has been formed to advise the Independent Shareholders in relation to the terms and conditions of the Sale and Purchase Agreement.

Our role, as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Sale and Purchase Agreement and the relevant transactions contemplated thereunder, is to (i) provide the Independent Board Committee and the Independent Shareholders an independent opinion and recommendation as to whether the Sale and Purchase Agreement is entered into on normal and commercial terms, in the ordinary and usual course of business and in the interests of the Group and the Independent Shareholders as a whole, and whether the terms thereof are fair and reasonable as far as the Company and the Independent Shareholders are concerned and in the interests of the Group and the Independent Shareholders as a whole; and (ii) advise the Independent Shareholders on how to vote at the EGM.

BASIS OF ADVICE

In formulating our recommendation, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules to reach an informed view to justify reliance on the information contained in the Circular and to provide a reasonable basis for our recommendation. We have relied on the information and facts contained or referred to in the Circular as well as the representations made or provided by the Directors and the management of NWCL. The Directors have declared in a responsibility statement set out in the Appendix II to the Circular that they jointly and severally accept full responsibility for the accuracy of the information contained and representations made in the Circular. We have also assumed that the information and the representations of the Directors and the management of NWCL contained or referred to in the Circular were true and accurate at the time they were made and continue to be so up to the date of the EGM. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company and NWCL. We have also been advised by the Directors and believe that no material facts have been omitted from the Circular.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the information contained and the representations of the Directors and the management of NWCL made in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or the prospects of the Company, NWCL, Trio, Juyi or any of their respective subsidiaries or associates.

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LETTER FROM CIMB-GK

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in relation to the Sale and Purchase Agreement and the relevant transactions contemplated thereunder, we have considered the following principal factors and reasons:

(I) Background information of the Group and NWCL

The core businesses of the Company include property, infrastructure, hotel operation, department store operation, services as well as telecommunications and technology. As at the Latest Practicable Date, the Company indirectly owned approximately 70% attributable interest of the entire issued share capital of NWCL.

NWCL, a non wholly-owned subsidiary of the Company, is principally engaged in investment and development of property projects in the PRC and focuses on mid-size to large scale quality developments to capture the growing housing demand from the emerging middle to high income households and to capitalise on the economic growth of major cities in the PRC.

Set out below are (i) the audited consolidated financial results of NWCL for each of the three financial years ended 30 June 2008 and the selected consolidated balance sheet items of NWCL as at 30 June 2006, 2007 and 2008, as extracted from the relevant annual reports of NWCL; and (ii) the unaudited consolidated financial results of NWCL for the six months ended 31 December 2008 and the selected unaudited consolidated balance sheet items of NWCL as at 31 December 2008, as extracted from the interim report of NWCL for the six months ended 31 December 2008 (the ‘‘NWCL Interim Report’’):

Consolidated financial results

	For the
	six months
	ended
	31 December	For the financial year ended 30 June
	2008	2008	2007	2006
	(‘‘1HFY09’’)	(‘‘FY08’’)	(‘‘FY07’’)	(‘‘FY06’’)
	HK$’ million	HK$’ million	HK$’ million	HK$’ million
	(unaudited)	(audited)	(audited)	(audited)
Revenue	908	3,524	2,474	1,691
Gross profit	343	1,128	847	529
Change in fair value of
investment properties	(154)	202	73	349
Share of results of jointly
controlled entities and
associated companies	215	527	593	427
Profit before taxation	351	2,379	1,315	947
Profit attributable to
shareholders of NWCL	374	2,020	1,191	741

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LETTER FROM CIMB-GK

Selected consolidated balance sheet items

Investment properties Properties held for development Investment in jointly controlled entities and associated companies (Note) Properties under development Completed properties held for sale Total investment in properties Total assets Total liabilities Total equity	As at 31 December 2008 HK$’ million (unaudited) 7,160 6,583 13,429 10,724 1,585 39,481 51,734 20,428 31,306	2008 HK$’ million (audited) 7,322 6,870 13,226 7,889 1,497 36,804 50,358 19,321 31,037	As at 30 June 2007 HK$’ million (audited) 5,872 7,852 12,230 4,133 1,241 31,328 43,114 15,642 27,472	2006 HK$’ million (audited) 4,371 4,244 11,976 4,927 1,292
				26,810
				34,002
				9,790
				24,212

Note: mainly represented investment in companies which are engaged in property development and investment.

For each of FY07 and FY08, NWCL recorded an increase in revenue, gross profit and profit attributable to the shareholders of NWCL with revenue increasing by approximately 108% and net profit increasing by approximately 173% over the two years, which, as advised by the management of NWCL, was partly attributable to the completion of most property projects operated by NWCL on schedule, NWCL’s strategy of focusing on quality developments which are targeted at the emerging middle to high income households in the PRC, and the robust economy development in the PRC in the past few years which was believed to have led to a boom in the mainland property market with strong demand and increasing property prices.

For 1HFY09, NWCL recorded a decrease of approximately 59% in its profit attributable to the shareholders of NWCL as compared with that of the six months ended 31 December 2007, being approximately HK$919.6 million. As explained in the NWCL Interim Report, such decrease was mainly attributable to the effect from changes in fair value of investment properties, which reported a loss of HK$55.2 million as compared to a gain of HK$76.5 million of the corresponding period in 2007 as a result of downward adjustment in fair value of the rental portfolio of the NWCL Group as well as the effect of foreign exchange loss of HK$12.6 million as compared to a gain of HK$226.8 million for the corresponding period in 2007 attributable to the appreciation of Renminbi. However, the underlying core profit generated by the core business operations of NWCL for 1HFY09 in fact amounted to approximately HK$514.8 million, representing an increase of approximately 5% as compared with that of the corresponding period in 2007.

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LETTER FROM CIMB-GK

During the period spanning over FY06, FY07, FY08 and 1HFY09, NWCL expanded its total assets from approximately HK$34,002 million as at 30 June 2006 to approximately HK$51,734 million as at 31 December 2008, representing an increase of approximately 52% over the relevant period. Total liabilities of NWCL also increased from approximately HK$9,790 million as at 30 June 2006 to approximately HK$20,428 million as at 31 December 2008, representing an increase in the debt-to-equity ratio from approximately 0.40 as at 30 June 2006 to approximately 0.65 as at 31 December 2008.

On 3 December 2008, NWCL entered into an agreement (the ‘‘Previous Agreement’’) to acquire and dispose of certain interests in several property projects which were then co-invested by NWCL with Mr. Doo, including, among others, the disposal of 20% interest in Juyi by NWCL to Mr. Doo. As set out in the Previous Circular, the reasons for the transactions pursuant to the Previous Agreement were to streamline the shareholding interests of certain property projects between NWCL and Mr. Doo, to enable NWCL to realize some of its long term investments in those property development projects, which have a relatively longer development schedule, and to acquire additional interests in properties which are already revenue-generating.

(II) Background and reasons for entering into of the Sale and Purchase Agreement

Background

On 30 April 2009, NWCP, a wholly owned subsidiary of NWCL, and Guilherme Holdings entered into the Sale and Purchase Agreement pursuant to which (i) NWCP has conditionally agreed to purchase and Guilherme Holdings has conditionally agreed to dispose of 52.5% equity interest in Trio for a consideration of HK$523,308,026; and (ii) NWCP has conditionally agreed to dispose of and Guilherme Holdings has conditionally agreed to purchase 50% equity interest in Juyi for a consideration of HK$953,169,139.

Upon completion of the Acquisition, Trio will become a wholly-owned subsidiary of NWCP, and upon completion of the Disposal, NWCL will cease to have any interest in Juyi, the effect of which is presented below:

		Attributable
		interests	Change in
	Current	held by NWCL	attributable
	attributable	immediately	interests–
Target	interests held by	upon	increase/	Effect on
company	NWCL	Completion	(decrease)	NWCL
Trio	47.5%	100.0%	52.5%	Acquisition
Juyi	50.0%	—	(50.0%)	Disposal

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LETTER FROM CIMB-GK

Reasons for entering into of the Sale and Purchase Agreement

Principal business of the Group

As stated above, the core businesses of the Company include property, infrastructure, hotel operation, department store operation, services as well as telecommunications and technology. Accordingly, we consider acquisitions and disposals of property interests, such as the Sale and Purchase Transactions, fall within the ordinary and usual course of business of the Group.

Strategy of the NWCL Group

The management of NWCL advised that, as at 31 March 2009, NWCL had interest in over 39 property projects, all of which are located in the PRC. Some of those property projects are wholly owned by NWCL while the remaining projects, including, among others, the respective project of Trio and Juyi, are co-invested by NWCL and other co-investors or joint venture partners. As at the Latest Practicable Date, NWCL co-invested in Trio and Juyi with Mr. Doo.

As further advised by the management of NWCL, it is the long term strategy of the NWCL Group to streamline the operations of those property projects co-invested by NWCL with co-investors or joint venture partners by re-aligning shareholding interests in those projects. We have discussed with the management of NWCL in relation thereto and understand that, similar to those acquisitions and disposals contemplated under the Previous Agreement, the Sale and Purchase Transactions will provide an opportunity to the NWCL Group to further streamline the shareholding interests in Trio and Juyi between the NWCL Group and Mr. Doo. In particular, the Acquisition will increase the NWCL Group’s interest in Trio from 47.5% to 100%, and is expected to help facilitate efficient and effective management of the project of Trio with the NWCL Group securing full control and ownership of Trio. On the other hand, the NWCL Group will dispose of its entire interest in Juyi pursuant to the Disposal. We understand from the management of NWCL that immediately after the completion of the Acquisition and the Disposal, Mr. Doo, including his associates, will not have any interests in the NWCL Group’s property projects, which will further streamline the NWCL Group’s corporate structure. In view of the above, we consider the entering into of the Sale and Purchase Agreement is in line with the NWCL Group’s strategy.

Having considered the above, we concur with the view of the management of the Company that the Sale and Purchase Transactions are in the interests of the Company, through its interests in NWCL, and the Independent Shareholders as a whole.

(III) Overview of the property market in Shanghai, the PRC

Both the project of Trio and the project of Juyi are located in Shanghai. As advised by the management of NWCL, the NWCL Group considers that Shanghai is one of the key investment cities for the NWCL Group. We have reviewed information sourced from public domains in respect of the economy development and the property market in Shanghai.

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LETTER FROM CIMB-GK

Based on our review, we note that, during the period from 2003 to 2008, the city witnessed the growth in its gross domestic products and annual disposable income per capita of urban households, which amounted to approximately RMB1,370 billion and RMB26,675, respectively, in 2008, representing a compound annual growth rate (‘‘CAGR’’) of approximately 15% and approximately 12%, respectively, as compared to that of 2003. During the same period, total investment in fixed assets of the city increased to approximately RMB483 billion in 2008, representing a CAGR of approximately 15% as compared to that of 2003, among which, total investment in the property development increased to approximately RMB137 billion in 2008, representing a CAGR of approximately 9% as compared to that of 2003.

In the past few years, foreign capital poured into the city and the city’s business activities were stimulated. Statistics shows that in 2008, the city absorbed foreign investment amounting to approximately US$10.0 billion, representing a CAGR of approximately 16% as compared to that of 2000, and recorded total retail consumption sales of approximately RMB454 billion, representing a CAGR of approximately 14% as compared to that of 2003.

For the first quarter of 2009, the public information shows that the economy development in Shanghai slowed down as compared to the corresponding period of 2008, which, we believe, was mainly attributable to the global financial crisis. For instance, during the period, the city recorded the respective year-over-year growth rate of gross domestic products, total investment in fixed assets and foreign investment absorbed by the city of approximately 3%, 2% and 2%, representing a significant decrease as compared to each of the same period in 2008. On the other hand, the consumer confidence of the city remained strong with a growth rate of total retail consumption sales of approximately 14% which was comparable to that of the same period of 2008.

As noted from information available in the public domain, the prime retail rental index in Shanghai remained stable in 2008 and the prime retail vacancy rate of the city was at the level of 7% in the fourth quarter of 2008, whilst the prime office leasing market of the city set back over the same period, which, we believe, was mainly attributable to the global financial turmoil.

To battle the slowdown of the PRC economy, the PRC government adopted several measures, including, among others, a RMB4 trillion stimulus package in late 2008 and the cut of the benchmark deposit rate four times and the benchmark lending rate five times since September 2008. In respect of the PRC property industry, in late 2008, the PRC government introduced preferential policies including, among others, tax breaks for certain housing transactions and lowering of mortgage rates for first-time home purchasers and encouraging banks to provide mortgages. The Shanghai municipal government also introduced preferential policies aiming at reviving the local property market. While the effects of all those measures are yet to be seen and it remains a challenging task for the PRC government to achieve its target economy growth rate of 8% for the year of 2009, we are of the view that the long term prospect of the PRC economy shall remain strong given the macro-measures taken by the PRC government. We further believe that property prices in Shanghai will be more resilient to the economy downturn relative to other cities in the PRC in view of the limited supply of land, the potential housing demand in Shanghai and the expected growth potential of the property market in Shanghai in consideration of the PRC central government’s decision announced at the end of March 2009 to speed up the process of transforming the city of Shanghai into a major international financial center by 2020.

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LETTER FROM CIMB-GK

(IV) Information on Trio and Juyi

Trio

As stated in the Letter from the Board, Trio is principally engaged in the development of Shanghai Zhongshan Square (the ‘‘ZS Project’’) located in Hongqiao Development Zone, Shanghai, the PRC. As at the Latest Practicable Date, Trio was owned by NWCP and Guilherme Holdings as to 47.5% and 52.5%, respectively. Upon completion of the Acquisition, NWCP will have 100% interest in Trio.

As stated in the valuation report prepared by Knight Frank dated 13 May 2009 (the ‘‘Valuation Report’’), the ZS Project comprises commercial, residential and office composite development with clubhouse and car park facilities with a total site area of approximately 33,372 sq. m.. The property interests of the ZS Project in relation to the Acquisition comprise 413 unsold car parking spaces with a gross floor area (‘‘GFA’’) of 24,081 sq. m. of Phase I, which was completed in 1999, and Phase III with a GFA of 120,546 sq. m., comprising 98,951 sq. m. office area and 21,595 sq. m. commercial area, together with 592 car parking spaces with a GFA of 21,528 sq. m.. Phase III of the ZS Project is currently under construction and scheduled to be completed in December 2009. Accordingly, Trio did not record any significant revenue in FY07, FY08 and 1HFY09.

A summarized financial information of Trio extracted from its audited financial statements for each of FY07 and FY08 and its unaudited financial statements for 1HFY09, which were prepared in accordance with the accounting principles generally accepted in Hong Kong, is set out below:

Revenue Cost of sales Gross loss Interest income Exchange (loss)/gain Administrative and operating expenses Operating loss before finance costs Finance costs Loss for the year	For the six months ended 31 December 2008 HK$’000 (Unaudited) — — — 168 — (2,620) (2,452) — (2,452)	For the financial year ended 30 June 2008 2007 HK$’000 HK$’000 (Audited) (Audited) 669 637 (1,347) (908) (678) (271) 2,028 — (5,958) 57 (3,496) (1,187) (8,104) (1,401) (397) (492) (8,501) (1,893)

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LETTER FROM CIMB-GK

In addition, we are advised by NWCL that the estimated outstanding construction cost for Phase III of the ZS Project as at 31 March 2009 was approximately RMB810.2 million, which will be funded by utilising a bank loan facility already granted to Trio and the proceeds from the pre-sale of Phase III. The development of the ZS Project is scheduled to be completed in December 2009 with pre-sale commencing in the fourth quarter of 2009.

As stated in the Letter from the Board, upon completion of the Acquisition, Trio will become a wholly owned subsidiary of NWCL and therefore the results of Trio will be consolidated into those of NWCL and hence the Company. The management of NWCL advised that the ZS Project shall mainly comprise two office towers, both of which will be for sale purposes according to existing business plan. Considering the aforesaid and the completion schedule of the ZS Project, we concur with the view of the management of NWCL that the ZS Project will bring in cash inflows to the NWCL Group in the near future by generating development income from property sales.

Having considered that (i) the Acquisition enables the NWCL Group to streamline the shareholding structure of Trio and allows the NWCL Group to take full control of the ZS Project; and (ii) the ZS Project is expected to be completed in December 2009 with pre-sale commencing in the fourth quarter of 2009 and therefore is expected to enhance the cash flow position of the NWCL Group, we concur with the view of the Directors that the Acquisition is in the interests of the Company through its interests in NWCL.

Juyi

As stated in the Letter from the Board, Juyi is principally engaged in the development of Shanghai Hong Kong New World Garden (the ‘‘NW Garden Project’’) located in Luwan District, Shanghai, the PRC. As at the Latest Practicable Date, Juyi was beneficially owned by NWCP and Guilherme Holdings as to 50% and 50%, respectively, and upon completion of the Disposal, NWCP will cease to have any interest in Juyi.

As stated in the Valuation Report, the NW Garden Project with a total site area of approximately 113,857 sq. m. is a large-scale residential development with commercial facilities constructed in various phases. Phase I of the project was completed in 2001 with most of the units and commercial spaces having been sold prior to FY07 and the remaining phases are either under construction or pending for future development. The property interests of the NW Garden Project in relation to the Disposal comprise unsold portion of Phase I with a GFA of 1,763 sq. m. and phases under construction and pending for development with an aggregate GFA of 483,649 sq. m., together with 4,845 car parking spaces with a GFA of 218,010 sq. m.. Accordingly, Juyi did not record any significant revenue in FY07, FY08 and 1HFY09. As advised by NWCL, the taxation of approximately HK$41.3 million for FY08 was mainly attributable to under-provision of tax on shareholders’ loan interests in prior years. The increase in selling, administrative and operating expenses for 1HFY09 to approximately HK$10 million was mainly attributable to the increase in staff cost and administrative expenses to support for the increasing construction volume under development of Juyi.

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LETTER FROM CIMB-GK

We note from the Valuation Report that the market value of the NW Garden Project in existing state as at 31 March 2009 increased to RMB5,207 million, representing an increase of approximately 14% as compared to the valuation of RMB4,576 million as at 31 October 2008 as stated in the Previous Circular. We have discussed with Knight Frank in this regard and understand that such increase in the valuation of the NW Garden Project was mainly attributable to the construction cost paid for the NW Garden Project during the period from 1 November 2008 to 31 March 2009.

A summarized financial information of Juyi extracted from its audited financial statements for each of FY07 and FY08 and its unaudited financial statements for 1HFY09, which were prepared in accordance with the accounting principles generally accepted in Hong Kong, is set out below:

Revenue Cost of sales Gross profit Exchange gain lnterest income Selling, administrative and operating expenses Loss before tax Taxation Loss for the year	For the six months ended 31 December 2008 HK$’000 (Unaudited) — — — — 2,644 (10,047) (7,403) 885 (6,518)	For the financial year ended 30 June 2008 2007 HK$’000 HK$’000 (Audited) (Audited) — 86 — (27) — 59 2,258 559 1,237 — (6,058) (2,574) (2,563) (1,956) (41,343) 240 (43,906) (1,716)

We are advised by NWCL that based on the current development plan of the NW Garden Project, the estimated outstanding construction cost, including the outstanding land premium, for the remaining phases of the NW Garden Project as at 31 March 2009 was approximately RMB1,933 million. However, as at the Latest Practicable Date, the NWCL Group and Guilherme Holdings were still discussing the development schedule of the NW Garden Project, and no definite construction schedule of the remaining undeveloped phases has been determined. Accordingly, the NWCL Group is not yet in a position to estimate with certainty the timing of completion of the whole NW Garden Project and hence the timing at which the project will begin to generate revenue for the NWCL Group and hence the Group.

As stated in the section headed ‘‘Possible Financial Effects of the Sale and Purchase Transactions’’ below, upon completion of the Disposal, the NWCL Group is expected to record an estimated gain of approximately HK$562.2 million. As advised by NWCL, the net

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LETTER FROM CIMB-GK

proceeds from the Disposal (after setting off the consideration for the Acquisition) will be used by the NWCL Group for its general working capital purpose. In consideration of the prevailing tight credit market and unfavourable stock market sentiment for fund raising activities as a result of the global financial turmoil, we concur with the view of the management of the Company that the Disposal would provide the Company an opportunity, through its interest in NWCL, to realize its long term investment in Juyi and to release NWCL from contributing to the expected substantial funding commitment for the development of the remaining phases of the NW Garden Project, and allow the NWCL Group to re-direct the surplus resources resulting from the Disposal to development of the NWCL Group’s other projects and to improve the debt ratio of the NWCL Group.

Having considered the above, in particular, the fact that the Disposal provides an opportunity for the Group to realize, through its interest in NWCL, its investment in the NW Garden Project of Juyi which has a relatively longer development schedule and requires a significant funding requirement and enables the NWCL Group to further streamline its coinvestment with Mr. Doo, we concur with view of the Directors that the Disposal is in the interests of the Company through its interest in NWCL.

(V) Major terms of the Sale and Purchase Agreement

(i) Consideration

The Sale and Purchase Agreement stipulates that the consideration payable by NWCP to Guilherme Holdings for the purchase of the Trio Interest with an amount of HK$523,308,026 shall be set-off against the consideration payable by Guilherme Holdings to NWCP for the purchase of the Juyi Interest with an amount of HK$953,169,139. As a result of such set-off, the net consideration (the ‘‘Net Consideration’’) as the result of the Acquisition and the Disposal payable by Guilherme Holdings to NWCP shall be HK$429,861,113, subject to adjustment as explained below.

As stated in the Letter from the Board, the respective consideration for the Acquisition and the Disposal was determined after arm’s length negotiation between the parties with reference to (i) the percentage of interest to be acquired or disposed of by NWCP; (ii) the unaudited net asset value (‘‘NAV’’) of each of Trio and Juyi as at 31 March 2009, being HK$463,707,223 and HK$781,839,284, respectively; and (iii) the respective revaluation surplus arising from the property interests owned by Trio and Juyi together with tax thereon.

We have also discussed with Knight Frank in respect of the valuation method adopted by it in valuing the property interests of Trio and Juyi. Based on our discussion, we understand that Knight Frank has adopted the direct comparison method for valuing property interests of the NW Garden Project and the ZS Project, which are under construction and/or for future development by the NWCL Group in the PRC, by making reference to the NWCL Group’s latest development proposals of the aforesaid property interests, comparable transactions in the local market, the respective estimated gross outstanding construction cost for the completion of the developments, estimated gross development value, and the estimated total development period of the two projects. Knight Frank also advised that such

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LETTER FROM CIMB-GK

direct comparison method of valuation is one of the most commonly used valuation methods for the valuation of the market value of properties under construction and/or pending for future development.

(ii) Adjustment on the consideration

The Sale and Purchase Agreement stipulates that the consideration for the Acquisition is subject to adjustment for any changes in the attributable net asset value of Trio during the period from 1 April 2009 to the date of Completion. In any event, the consideration for the Acquisition will not fall below HK$520,308,026, and without any upward adjustment, taking into account the effect of the projected operating expenses of Trio to be incurred during the aforesaid period.

The consideration for the Disposal is also subject to adjustment for any changes in the attributable net asset values of Juyi as at the date of Completion, in particular, the change caused by the expected contribution to the registered capital of Juyi as announced by the Company and NWCL on 23 April 2009. In any event, the consideration for the Disposal will not fall below HK$953,169,139 and will not exceed HK$1,175,169,139.

Any increase in the Net Consideration shall be payable by Guilherme Holdings to NWCP by way of cash.

(iii) Terms of payment

The Sale and Purchase Agreement stipulates that the Net Consideration shall be payable by Guilherme Holdings in the following manner:

• (a) 10% of the Net Consideration, being HK$42,986,111, shall be paid by Guilherme Holdings or through its nominee to NWCP upon the signing of the Sale and Purchase Agreement; and

• (b) the remaining balance, being HK$386,875,002, shall be paid by Guilherme Holdings or through its nominee to NWCP on or before 31 December 2009.

(iv) Pre-Completion obligations

As stated in the Sale and Purchase Agreement, Guilherme Holdings shall procure that the relationships of Trio with its customers, employees, suppliers and others with whom it deals in connection with its business are preserved in all material respects in the ordinary course of business and that the businesses and operations of Trio are conducted until Completion in substantially the same manner as it was conducted prior to the date of the Sale and Purchase Agreement.

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LETTER FROM CIMB-GK

Our View

Having considered the above, in particular the basis of the consideration for each of the Acquisition and the Disposal and the valuation method adopted by Knight Frank in valuing the property interests of Juyi and Trio, we are of the view that the major terms of the Sale and Purchase Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

(VI) Possible financial effects of the Sale and Purchase Transactions

(i) Earnings

Upon completion of the Acquisition, Trio will be accounted for as a subsidiary of NWCL and hence an indirect subsidiary of the Company, and the results of Trio will be consolidated into the results of NWCL, which will then be consolidated into that of the Company.

Upon completion of the Disposal, NWCL and hence the Company will cease to have any interest in Juyi.

As advised by NWCL, upon completion of the Disposal, it is anticipated that the NWCL Group will record an estimated gain of approximately HK$562.2 million, which represents the difference between the consideration for the Disposal and the unaudited NAV of Juyi as at 31 March 2009. Nevertheless, Shareholders should note the exact disposal gain shall only be ascertained with determination of the final consideration, net asset values and incidental transaction costs upon date of completion and shall be subject to results of audit work to be performed by NWCL’s auditors.

Given that NWCL is a non wholly-owned subsidiary of the Company, the Disposal by the NWCL Group is expected to have a positive impact on the Group’s earnings in the financial year in which Completion takes place.

(ii) NAV

We note from the Letter from the Board that, as a result of the Disposal and the Acquisition, total consolidated assets and total liabilities of the NWCL Group will increase by approximately HK$884.5 million and HK$322.3 million, respectively, and accordingly, the net asset value of the NWCL Group will increase by approximately HK$562.2 million, subject to the adjustment on the consideration upon the date of completion.

Given that NWCL is a non wholly-owned subsidiary of the Company, the aforesaid effects on NAV of the NWCL Group will also be reflected in the results and balance sheet of the Company through the consolidation of NWCL.

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LETTER FROM CIMB-GK

(iii) Working capital

Given that the Net Consideration shall be payable in cash by Guilherme Holdings to NWCP pursuant to the Sale and Purchase Agreement, the management of NWCL advised that the Disposal and the Acquisition would improve the NWCL Group’s working capital. Given that NWCL is a non wholly-owned subsidiary of the Company, we concur with the view of the management of the Company that the Disposal and the Acquisition would also improve the Group’s working capital.

RECOMMENDATION

Having considered the principal factors above, we are of the opinion that (i) the entering into of the Sale and Purchase Transactions falls within the ordinary and usual course of business of the Group and is in the interests of the Company, through its interest in NWCL, and the Independent Shareholders as a whole; and (ii) the terms of the Sale and Purchase Agreement are on normal commercial terms, fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company, through its interest in NWCL, and the Independent Shareholders as a whole.

Therefore, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the entering into of the Sale and Purchase Agreement and the Sale and Purchase Transactions.

Yours faithfully, For and on behalf of CIMB-GK Securities (HK) Limited Alex Lau Heidi Cheng Director Director Head of Corporate Finance

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VALUATION REPORT

APPENDIX I

Set out below is the text of a letter with the summary of values and valuation report received from Knight Frank Petty Limited, an independent property valuer, prepared for the purpose of incorporation in this Circular in connection with the valuation of the property interests as at 31 March 2009.

Knight Frank Petty Limited 4/F Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

13 May 2009

The Directors New World Development Company Limited 30th Floor New World Tower I 18 Queen’s Road Central Hong Kong

Dear Sirs,

VALUATION OF VARIOUS PROPERTIES IN THE PEOPLE’S REPUBLIC OF CHINA

In accordance with your instructions for us to value various property interests held by New World China Land Limited (the ‘‘NWCL’’), approximately 70% attributable interests of NWCL held by New World Development Company Limited as at the date of this circular, or its subsidiaries, associated companies or its jointly controlled entities (hereinafter together referred to as the ‘‘Group’’) in the People’s Republic of China (the ‘‘PRC’’), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of these property interests as at 31 March 2009.

BASIS OF VALUATION

Our valuation is our opinion of the market value of the property which we would define as intended to mean ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.’’

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale

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VALUATION REPORT

APPENDIX I

and leaseback arrangements, special considerations or concessions granted by any one associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

VALUATION METHODOLOGY

In valuing the property interests which are held under construction and for future development by the Group in the PRC, we have valued each of these property interests on the basis that these properties will be developed and completed in accordance with the Group’s latest development proposals provided to us. We have assumed that approvals for the proposals will be granted without onerous conditions. In arriving at our opinion of values, we have adopted Direct Comparison Approach by making reference to comparable transactions in the locality and have also taken into account the construction costs that will be expended to complete the developments to reflect the quality of the completed developments.

TITLE DOCUMENTS AND ENCUMBRANCES

We have been provided with copies of extracts of title documents relating to the properties. However, we have not inspected the original documents to verify ownership or to verify any amendments which may not appear on the copies handed to us. We have relied on the information given by the Group and its PRC legal adviser, Duan and Duan Law Firm, regarding the title and other legal matters regarding the properties.

No allowance has been made in our report for any charges, mortgages or amounts owing on any property interests nor for any expenses or taxation which may be incurred in affecting a sale. Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information given by the Group and the legal opinion of the Group’s PRC legal adviser. We have no reason to doubt the truth and the accuracy of the information provided by the Group and/or its PRC legal adviser which is material to the valuation. We have accepted advice given by the Group on such matters as planning approvals or statutory notices, tenure, ownership, completion date of the buildings, particulars of occupancy, floor and site areas, development schemes, construction costs and development costs expended, estimated development costs and all other relevant matters. Dimension, measurements and areas included in the valuation report attached are based on information provided to us and are therefore only approximations. We have not been able to carry out on-site measurements to verify the correctness of the site and floor areas of the properties and we have assumed that the site and the floor areas shown on the documents handed to us are correct. We were also advised by the Group that no material facts have been omitted from the information provided.

INSPECTION AND STRUCTURAL CONDITION

We have inspected the exteriors and, where possible, the interiors of the properties valued. However, we have not carried out site investigations to determine the suitability of ground conditions and services for future development, etc. Our valuations are prepared on the assumption that these aspects are satisfactory. Moreover, no structural survey has been made, but in the course of our

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VALUATION REPORT

APPENDIX I

inspection, we did not note any serious defects, we are not, however, able to report that the properties are free from rot, infestation or any other structural defects. No tests were carried out on any of the services.

REMARKS

In preparing our valuation report, we have complied with the ‘‘The HKIS Valuation Standards on Properties (First Edition 2005)’’ published by the Hong Kong Institute of Surveyors and all the requirements contained in the provision of Chapter 5 and Practice Note 12 of the Rule Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.

CURRENCY

All amounts stated are in Renminbi.

Our summary of values and valuation report are attached.

Yours faithfully Yours faithfully For and on behalf of For and on behalf of Knight Frank Petty Limited Knight Frank Petty Limited Alex S L Ng Clement W M Leung MRICS MHKIS RPS (GP) MRICS MHKIS RPS (GP) Executive Director Executive Director

• Notes: Alex S L Ng, MRICS, MHKIS, RPS (GP), has been a qualified valuer with Knight Frank Petty Limited since November 1995 and has 23 years’ experience in the valuation of properties in Hong Kong and has been involved in the valuation of properties in the People’s Republic of China and Asia Pacific regions since 1998.

Clement W M Leung, MRICS, MHKIS, RPS (GP), has been a qualified valuer with Knight Frank Petty Limited since August 1999 and has 15 years’ experience in the valuation of properties in Hong Kong and has extensive experience in the valuation of properties in the People’s Republic of China and Asia Pacific regions.

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VALUATION REPORT

APPENDIX I

SUMMARY OF VALUES

Market value in existing state Market value in Interest attributable to existing state as attributable to the Group as at Property at 31 March 2009 the Group 31 March 2009

Property interests held under construction and for future development by the Group in the PRC

1. Hong Kong New World Garden Zhongshannanyi Road and Mengzi Road Luwan District Shanghai The PRC RMB5,207,000,000 50% 2. The Unsold Car Park of Phase I, and the entire Phase III of Shanghai Zhongshan Square 977 Hongqiao Road Hongqiao Development Zone Changning District Shanghai The PRC RMB1,452,000,000 47.5% Grand Total:	RMB2,603,500,000 RMB689,700,000
	RMB3,293,200,000

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VALUATION REPORT

APPENDIX I

VALUATION REPORT

Property interests held under construction and for future development by the Group in the PRC

1.	Property Hong Kong New World Garden Zhongshannanyi Road and Mengzi Road Luwan District Shanghai The PRC	Description and tenure Hong Kong New World Garden (the ‘‘Development’’) is a large-scale residential/ commercial composite development to be constructed in phases. The Development is erected upon three parcels of irregular-shaped site with a total site area of approximately 113,857 sq.m. (1,225,557 sq.ft.). Phase I of the Development was completed in 2001 and the remaining phases of the Development are either under construction or vacant for future development.	Particulars of occupancy The unsold portion of the Phase I is currently vacant, while portion of the property is currently under construction due to be completed in June 2011 whilst the remaining portion of the property is vacant.	Market value in existing state as at 31 March 2009
				RMB5,207,000,000 (50% interest attributable to the Group: RMB2,603,500,000) (Please refer to Note No. (16) below)

The property comprises the unsold portion of Phase I of the Development, the remaining phases of the Development including the portion under construction and the vacant portion.

The gross floor area of the unsold potion of the property is listed as follows:

	Gross floor area	Gross floor area
	sq.m.	sq.ft.
Phase I
Commercial	580	6,243
Ancillary Facilities	1,183	12,734
Sub-total:	1,763	18,977
Upon completion, remaining	phases of	the
property will comprise the following
approximate gross floor areas:
Phase Under Construction
Residential	120,063	1,292,358
Office	39,610	426,362
Hotel	21,600	232,502
Sub-total:	181,273	1,951,222
Remaining phases
Residential	207,239	2,230,721
Commercial	57,317	616,960
Office	18,820	202,578
Ancillary Facilities	19,000	204,516
Sub-total:	302,376	3,254,775
Total	485,412	5,224,974

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VALUATION REPORT

APPENDIX I

Property	Description and tenure The property will also comprise 4,845 car parking spaces, with a gross floor area of 218,010 sq.m. (2,346,660 sq.ft.) upon completion of the remaining phases. The land use rights of the Development have been granted for a term of 70 years for residential use, 50 years for composite use and 50 years for commercial/hotel/office uses, expiring on 1 May 2069, 15 July 2045 and 2 January 2058, respectively.	Particulars of occupancy	Market value in existing state as at 31 March 2009

Notes:

• (1) Pursuant to the Articles of Association for Shanghai Juyi Property Development Co., Ltd. (the ‘‘Articles’’), entered into between New World China Property Limited (‘‘Party A’’) and Guilherme Holdings (Hong Kong) Limited (‘‘Party B’’), both parties agreed to establish a wholly foreign-owned enterprise. The salient conditions as stipulated in the Articles are, inter-alia, cited as follows:

(i)	Name of enterprise:	Shanghai Juyi Property Development Co., Ltd.
		(上海局一房地產發展有限公司) (‘‘Juyi’’)
(ii)	Period of operation:	50 years commencing from the date of the approval of business license
(iii)	Total investment amount:	US$2,202,000,000
(iv)	Registered capital:	US$765,000,000
		— Party A: US$382,500,000, which is 50% of the registered capital
		— Party B: US$382,500,000, which is 50% of the registered capital
(v)	Profit sharing:	Plan of profit sharing to be determined in each financial year

• (2) Pursuant to the Business Licence No. 310000400061616 (shiju) dated 18 March 2009, Juyi, a wholly foreign-owned enterprise, 50% owned by Party A and 50% owned by Party B, was incorporated with a registered capital of US$765,000,000 for a valid term from 5 October 1993 to 4 October 2043 and the scope of business includes development of commodity, commercial and office composite building and hotel development and construction, real estate information handling, property management, construction of shopping arcades and associated facilities and car parking facilities management.

• (3) Pursuant to the Shanghai Certificate of Real Estate Ownership No. Hu Fang Di Shi Zi (2001) Di 005066 Hao issued by Shanghai Housing and Land Resources Administration Bureau dated 23 July 2001, the title to the land with a site area of 5,858 sq.m. is vested in Juyi for a land use term commencing from 16 July 1995 and expiring on 15 July 2045 for composite use.

• (4) Pursuant to the Shanghai Certificate of Real Estate Ownership No. Hu Fang Di Lu Zi (2008) Di 000469 Hao issued by Shanghai Housing and Land Resources Administration Bureau dated 28 February 2008, the title to the land with a site area of 8,811.9 sq.m. is vested in Juyi for a land use term commencing from 3 January 2008 and expiring on 2 January 2058 for commercial, hotel and office uses.

• (5) Pursuant to the Shanghai Certificate of Real Estate Ownership No. Hu Fang Di Lu Zi (2008) Di 000470 Hao issued by Shanghai Housing and Land Resources Administration Bureau dated 28 February 2008, the title to the land with a site area of 99,187.1 sq.m. is vested in Juyi for a land use term commencing from 1 May 1999 and expiring on 1 May 2069 for residential use.

• (6) Pursuant to the Construction Land Use Planning Permit No. Hu Gui Di (2008) 00080423E00441 dated 21 April 2008, the development with a site area of 99,187 sq.m. and a total construction scale of 375,257 sq.m. was permitted to be developed.

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VALUATION REPORT

APPENDIX I

• (7) Pursuant to the Construction Land Use Planning Permit No. Hu Gui Di (2008) 00080423E00437 dated 21 April 2008, the development with a site area of 5,858 sq.m. and a total construction scale of 42,208 sq.m. was permitted to be developed.

• (8) Pursuant to the Construction Land Use Planning Permit No. Hu Gui Di (2008) 00080505E00483 dated 4 May 2008, the development with a site area of 8,811.9 sq.m. and a total construction scale of 60,469 sq.m. was permitted to be developed.

• (9) Pursuant to the Construction Engineering Planning Permit No. Hu Gui Jian (2008) 00080604F01302, the development having a total gross floor area of approximately 64,087 sq.m. is permitted to be constructed.

• (10) Pursuant to the Construction Engineering (for basement construction portion) Planning Permit Notification No. Hu Gui Jian Ji (2007) 00070803F02196 Hao, the development with a total gross floor area of 16,369 sq.m. is permitted to be constructed.

• (11) Pursuant to the Construction Engineering (for basement construction portion) Planning Permit Notification No. Hu Gui Jian Ji (2007) 00071204F03403 Hao, the development with a total gross floor area of 183,336 sq.m. is permitted to be constructed.

• (12) Pursuant to the Construction Works Commencement Permit No. 9602LW7003D04 dated 8 August 2007, approval for the commencement of construction works with a gross floor area of approximately 16,369 sq.m. has been obtained.

• (13) Pursuant to the Construction Works Commencement Permit No. 9602LW7003D05 dated 17 December 2007, approval for the commencement of construction works with a gross floor area of approximately 88,080 sq.m. has been obtained.

• (14) Pursuant to the Construction Works Commencement Permit No. 9602LW7003D06 dated 24 December 2007, approval for the commencement of construction works with a gross floor area of approximately 95,255 sq.m. has been obtained.

• (15) As advised by the Group, the construction cost paid and the outstanding construction cost of the phase under construction and the remaining phases of the property as at 31 March 2009 were approximately RMB942,700,000 and RMB1,933,000,000 respectively. Accordingly, we have taken into account the said costs in our valuation. In our opinion, the estimated market value of the property upon completion, as at 31 March 2009, was approximately RMB11,313,000,000.

• (16) According to the Group’s specific terms of instructions, we have taken into account the outstanding land premium of the property of RMB1,911,310.

• (17) We have been provided with the Group’s PRC legal adviser’s opinion, which inter-alia, contains the following:

• (i) Juyi is a legally established wholly foreign-owned enterprise. New World China Property Limited possesses 50% interest and after tax profit in respect to its interest in Juyi; Guilherme Holdings (Hong Kong) Limited possesses the remaining 50% interest and after tax profit of Juyi;

• (ii) The land use rights of the property is legally owned by Juyi and protected by the PRC laws. Juyi is the sole legal owner of the land use rights of the property;

• (iii) The land use right stated in Note No. (2) is not subject to mortgage or any other third party interests. Juyi can freely use, transfer, let or mortgage the land use right;

• (iv) The land use rights stated in Note Nos. (3) and (4) are subject to two separate mortgages, all relevant consents, approval for these mortgages have been obtained. These mortgages are legal, valid and enforceable. Juyi can freely use, transfer, let or mortgage these land use rights subject to approval from the mortgagors; and

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VALUATION REPORT

APPENDIX I

• (v) According to the construction engineering commencement work permits stated in Note Nos. (12), (13) and (14), Juyi can commence the construction work of basement of 1# building of ‘‘Hong Kong New World Garden’’ and 27# building.

• (vi) Juyi can legally commence the construction of the remaining phases of ‘‘Hong Kong New World Garden’’ once the construction engineering planning permit certificate and commencement work permit certificate have been obtained. Juyi should be able to obtain the construction engineering planning permit and construction engineering commencement work permit certificate without legal obstacles once the requirements of relevant planning and construction are fulfilled.

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VALUATION REPORT

APPENDIX I

2.	Property The Unsold Car Park of Phase I, and the entire Phase III of Shanghai Zhongshan Square 977 Hongqiao Road Hongqiao Development Zone Changning District Shanghai The PRC	Description and tenure
		Shanghai Zhongshan Square (the ‘‘Development’’) is a commercial/residential/ office composite development with clubhouse and carparking facilities, to be completed in phases, erected on two roughly rectangular shaped sites with a total site area of approximately 33,372.29 sq.m. (359,219 sq.ft.). The property comprises 413 unsold car parking spaces of Phase I of the Development, with a gross floor area of 24,081 sq.m. (259,208 sq.ft.), which was completed in 1999, and Phase III of the Development, which is currently under construction and scheduled to be completed in December 2009. Phase III of the Development will comprise the following approximate gross floor areas upon completion:

Particulars of occupancy The unsold car park of the property is currently vacant, while Phase III of the property is currently under construction due to be completed in December 2009.	Market value in existing state as at 31 March 2009
	RMB1,452,000,000 (47.5% interest attributable to the Group: RMB689,700,000)

Phase III Commercial Office Total:	Gross floor area sq.m. sq.ft. 21,595 232,449 98,951 1,065,109 120,546 1,297,558	Gross floor area sq.m. sq.ft. 21,595 232,449 98,951 1,065,109 120,546 1,297,558
		1,297,558

The property will also comprise 592 car parking spaces with a gross floor area of 21,528 sq.m. (231,727 sq.ft.) upon completion of Phase III of the Development.

The land use rights of the Development have been granted under two land use right terms, expiring on 22 January 2044 and 22 January 2064 for office and residential uses respectively.

Notes:

• (1) Pursuant to the Articles of Association for Shanghai Trio Property Development Co., Ltd. dated 13 January 2009 (the ‘‘Articles’’), entered into between New World China Property Limited (‘‘Party A’’) and Guilherme Holdings (Hong Kong) Limited (‘‘Party B’’), both parties agreed to establish a wholly foreign-owned enterprise. The salient conditions as stipulated in the Articles are, inter-alia, cited as follows:

(i) Name of enterprise: Shanghai Trio Property Development Co., Ltd. (上海三聯物業發展有限公司) (‘‘Trio’’) (ii) Period of operation: 50 years commencing from the date of the approval of business license (iii) Total investment amount: US$162,000,000 (iv) Registered capital: US$81,000,000 Party A: US$38,475,000, which is 47.5% of the registered capital Party B: US$42,525,000, which is 52.5% of the registered capital (v) Profit sharing: Plan of profit sharing to be determined in each financial year

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VALUATION REPORT

APPENDIX I

• (2) Pursuant to the Business Licence No. 310000400080207 (Shi Ju) dated 18 March 2009, Trio, a wholly foreign-owned enterprise, 47.5% owned owned by Party A and 52.5% owned by Party B, was incorporated with a registered capital of US$81,000,000 for a valid term from 18 April 1994 to 17 April 2044 and the scope of business includes development, sales, lease and property management of the development site.

• (3) Pursuant to the Shanghai Certificate of Real Estate Ownership No. Hu Fang Di Shi Zi (2003) Di 004297 Hao issued by the Shanghai Housing and Land Administration Bureau dated 15 April 2003, the title to the land with a site area of 16,171 sq.m., is vested in Trio for a land use term commencing from 31 October 1996 and expiring on 12 July 2047 for office use.

• (4) Pursuant to the Shanghai Certificate of Real Estate Ownership No. Hu Fang Di Shi Zi (1999) Di 002029 Hao issued by the Shanghai Housing and Land Administration Bureau dated 14 May 1999, the title to the land with a site area of 17,201.29 sq.m., with total gross floor area of 100,987.54 sq.m. is vested in Trio for a land use term commencing from 31 October 1996 and expiring on 22 January 2064 for residential use. Portion of the property is vested in the said certificate.

• (5) Pursuant to the Construction Engineering Planning Permit Notification (for basement construction portion) No. Hu Chang Jian (2007) 05070913F02599 Hao issued by Shanghai Changning District Urban Planning Administration Bureau dated 31 September 2007, the basement of office and commercial building is permitted to be constructed.

• (6) Pursuant to the Construction Land Use Planning Permit Certificate No. Hu Chang Di (2007) 05071009E01588 issued by Shanghai Changning District Urban Planning Administration Bureau dated 9 October 2007, the construction of an office building of the Development on the site with an area of 16,171 sq.m. is permitted.

• (7) Pursuant to the Construction Engineering Planning Permit Certificate No. Jien Zi Di Hu Chang Jien (2008) 05081010F02480 Hao issued by Shanghai Changning District Urban Planning Administration Bureau dated 10 October 2008, the office and commercial building with a construction scale of 109,889 sq.m. is permitted to be constructed.

• (8) Pursuant to the Construction Engineering Commencement Work Permit no. 9501CN0055D01 issued by Shanghai Construction Administration Office dated 19 June 2007, the foundation of the office and commercial building is permitted to be constructed.

• (9) Pursuant to the Construction Engineering Commencement Work Permit Certificate no. 9501CN0055D02 issued by Shanghai Construction Administration Office dated 20 September 2007, the office and commercial building basement with construction scale of 33,861 sq.m. is permitted to be constructed.

• (10) As advised by the Group, the construction cost paid and the outstanding construction cost of Phase III of the property as at 31 March 2009 were approximately RMB253,000,000 and RMB810,200,000 respectively. Accordingly, we have taken into account the said costs in our valuation. In our opinion, the estimated capital value of the property upon completion, as at 31 March 2009, was approximately RMB3,030,000,000.

• (11) We have been provided with the Group’s PRC legal adviser’s opinion, which inter-alia, contains the following:

• (i) Trio is a legally established wholly foreign-owned enterprise. New World China Property Limited possesses 47.5% interest and after tax profit in respect to its interest in Trio; Guilherme Holdings (Hong Kong) Limited possesses the remaining 52.5% interest and after tax profit of Trio;

• (ii) The land use rights of the property are legally owned by Trio and protected by the PRC laws. Trio is the legal sole owner of the aforesaid land use rights. Trio can freely use, transfer, let or mortgage the land use rights;

• (iii) The land use rights of the property are subject to two separate mortgages, all relevant consents, and approvals for these mortgages have been obtained. These mortgages are legal, valid and enforceable;

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VALUATION REPORT

APPENDIX I

• (iv) Basement level 1 and 2, portion of the property stated in Note No. (5), with a total gross floor area of 24,488.88 sq m is legally owned by Trio. The aforesaid portion of the property is not subject to mortgage or any other third party interests;

• (v) The necessary permits, approvals for the construction work of the foundation of the office and commercial building and the basement of the property is legal and valid; and

• (vi) There should be no legal obstacles for Trio to obtain the construction work commencement permit of the construction of office and commercial building once the requirements of relevant planning and construction are fulfilled.

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GENERAL INFORMATION

APPENDIX II

1. 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.

2. DIRECTORS’ INTERESTS

• (a) As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares or underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be 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 in which he was deemed or taken to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

(I) Long positions in shares

the Company (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 Ms. Ki Man-Fung, Leonie 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 Mega Choice Holdings Limited (ordinary shares of HK$1.00 each) Dr. Cheng Kar-Shun, Henry

Number of shares Approximate % of shareholding Beneficial interests Family interests Interests of controlled corporation Total — 300,000 — 300,000 0.01 4,727,287 47,098 — 4,774,385 0.13 192,538 — — 192,538 negligible 54,567 — — 54,567 negligible — — 439,177(1) 439,177 0.01 5,215 — — 5,215 negligible 60,000 — — 60,000 negligible — — 15,869(2) 15,869 27.41 42,000 — — 42,000 7.00 — — 3,710(3) 3,710 34.61

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GENERAL INFORMATION

APPENDIX II

NWCL (ordinary shares of HK$0.10 each) Dr. Cheng Kar-Shun, Henry Mr. Leung Chi-Kin, Stewart Mr. Chow Kwai-Cheung Ms. Ki Man-Fung, Leonie New World Department Store China Limited (ordinary shares of HK$0.10 each) Mr. Cheng Chi-Kong, Adrian Ms. Ki Man-Fung, Leonie NWS Holdings Limited (ordinary shares of HK$1.00 each) Dr. Cheng Kar-Shun, Henry Dr. Sin Wai-Kin, David Mr. Liang Chong-Hou, David Mr. Cheng Kar-Shing, Peter Mr. Leung Chi-Kin, Stewart Mr. Chow Kwai-Cheung Ms. Ki Man-Fung, Leonie 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

Number of shares Approximate % of shareholding Beneficial interests Family interests Interests of controlled corporation Total 12,500,000 1,950,000 52,271,200(4) 66,721,200 1.74 500,000 — — 500,000 0.01 650,126 — — 650,126 0.02 20,000 — — 20,000 negligible — — 1,107,000(5) 1,107,000 0.07 20,000 — — 20,000 negligible 9,179,199 — 8,000,000(4) 17,179,199 0.84 3,281 31 16,995,745(6) 16,999,057 0.83 164 — — 164 negligible 198,458 — 2,929,670(7) 3,128,128 0.15 2,202,351 — — 2,202,351 0.11 215,104 — — 215,104 0.01 10,000 — — 10,000 negligible — 80,000 3,570,000(8) 3,650,000 45.63 — — 500(9) 500 50.00 37,500 — — 37,500 1.50

Notes:

(1) These shares are beneficially-owned by a company in which Mr. Ho Hau-Hay, Hamilton owns 40% 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 (‘‘Sun City’’), 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 companies wholly-owned by Dr. Cheng Kar-Shun, Henry.

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

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GENERAL INFORMATION

APPENDIX II

• (5) These shares are beneficially-owned by a company wholly-owned by Mr. Cheng Chi-Kong, Adrian.

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

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

• (8) These shares are held by a company of which Mr. Cheng Kar-Shing, Peter has an indirect interest of 49.58%.

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

(II) Long positions in underlying shares — share options

(i) the Company

Name of Director Grant date Dato Dr. Cheng Yu-Tung 19 March 2007 Dr. Cheng Kar-Shun, Henry 19 March 2007 Dr. Sin Wai-Kin, David 19 March 2007 Mr. Liang Chong-Hou, David 19 March 2007 Mr. Yeung Ping-Leung, Howard 19 March 2007 Dr. Cha Mou-Sing, Payson 19 March 2007 Mr. Cheng Kar-Shing, Peter 19 March 2007 Mr. Leung Chi-Kin, Stewart 19 March 2007 Mr. Chow Kwai-Cheung 19 March 2007 Mr. Ho Hau-Hay, Hamilton 19 March 2007 Mr. Lee Luen-Wai, John 19 March 2007 Mr. Liang Cheung-Biu, Thomas 19 March 2007 Mr. Cheng Chi-Kong, Adrian 19 March 2007 Ms. Ki Man-Fung, Leonie 19 March 2007

Number of share options outstanding as at the Latest Practicable Date with exercise price per share of HK$17.659

Exercisable period Exercisable period Total (Note 1) (Note 2) 36,701,279 — 36,701,279 36,701,279 — 36,701,279 301,654 — 301,654 301,654 — 301,654 301,654 — 301,654 301,654 — 301,654 201,102 1,206,617 1,407,719 35,695,764 — 35,695,764 — 1,206,617 1,206,617 201,102 — 201,102 301,654 — 301,654 201,102 — 201,102 — 502,757 502,757 — 1,005,514 1,005,514

Notes:

• (1) From 19 March 2007 to 18 March 2012.

• (2) Divided into 5 tranches exercisable from 19 March 2007, 19 March 2008, 19 March 2009, 19 March 2010 and 19 March 2011 respectively to 18 March 2012.

• (3) The cash consideration paid by each of the Directors for the grant of the share options is HK$10.

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GENERAL INFORMATION

APPENDIX II

(ii) NWCL

				Exercise
		Exercisable	Number of	price per
Name of Director	Date of grant	period	share options	share
		(Note)		HK$
Dr. Cheng Kar-Shun, Henry	7 January 2008	(1)	2,000,000	6.972
	29 December 2008	(3)	1,600,000	1.500
Mr. Cheng Kar-Shing, Peter	7 January 2008	(1)	800,000	6.972
	29 December 2008	(3)	650,000	1.500
Mr. Leung Chi-Kin, Stewart	7 January 2008	(1)	200,000	6.972
	29 December 2008	(3)	150,000	1.500
Mr. Chow Kwai-Cheung	7 January 2008	(1)	200,000	6.972
	29 December 2008	(3)	150,000	1.500
Mr. Lee Luen-Wai, John	7 January 2008	(1)	300,000	6.972
	29 December 2008	(3)	300,000	1.500
Mr. Cheng Chi-Kong, Adrian	25 July 2006	(2)	331,600	2.865
	7 January 2008	(1)	1,500,000	6.972
	29 December 2008	(3)	1,200,000	1.500

Notes:

• (1) Divided into 3 tranches exercisable from 8 February 2008, 8 February 2009 and 8 February 2010 respectively to 7 February 2011.

• (2) Divided into 5 tranches exercisable from 26 August 2006, 26 August 2007, 26 August 2008, 26 August 2009 and 26 August 2010 respectively to 25 August 2011.

• (3) Divided into 4 tranches exercisable from 30 January 2009, 30 January 2010, 30 January 2011 and 30 January 2012 respectively to 29 January 2013.

• (4) The cash consideration paid by each of the above Directors for each grant of share options is HK$10.

(iii) New World Department Store China Limited

				Exercise
		Exercisable	Number of	price per
Name of Director	Date of grant	period	share options	share
		(Note)		HK$
Dr. Cheng Kar-Shun, Henry	27 November 2007	(1)	1,000,000	8.66
Mr. Cheng Chi-Kong, Adrian	27 November 2007	(1)	500,000	8.66

Notes:

• (1) Divided into 5 tranches exercisable from 27 November 2008, 27 November 2009, 27 November 2010, 27 November 2011 and 27 November 2012 respectively to 26 November 2013, provided that the maximum number of share options that can be exercised during each anniversary year is 20% of the total number of share options granted together with any unexercised share options carried forward from the previous anniversary years.

• (2) The cash consideration paid by each of the above Directors for the grant of share options is HK$1.

– 40 –

GENERAL INFORMATION

APPENDIX II

• (iv) NWS Holdings Limited

				Exercise
		Exercisable	Number of	price per
Name of Director	Date of grant	period	share options	share
		(Note)		HK$
Dr. Cheng Kar-Shun, Henry	21 August 2007	(1)	3,001,277	16.193

Notes:

• (1) 40% of the share options are exercisable from 21 August 2008 to 20 August 2012 while the remaining 60% of the share options are divided into 3 tranches exercisable from 21 August 2009, 21 August 2010 and 21 August 2011 respectively to 20 August 2012.

• (2) The cash consideration paid by the above Director for the grant of share options is HK$10.

(III) Long positions in underlying shares — debentures

New World China Land Finance Limited (‘‘NWCLF’’)

Name of Director Mr. Cheng Chi-Kong, Adrian	Amount of debentures in RMB issued by NWCLF Approximate % to the total amount of debentures in issue as at the Latest Practicable Date Personal interests Family interests Corporate interests Total — — 2,000,000(1) 2,000,000 0.08

Note:

• (1) These debentures are convertible into 260,034 shares of HK$0.1 each of NWCL, representing 0.01% of its issued share capital as at the Latest Practicable Date, for the period from 26 June 2007 to 26 May 2012, which are beneficially held by a company wholly-owned by Mr. Cheng Chi-Kong, Adrian.

Sherson Limited (‘‘Sherson’’)

Name of Director Dato’ Dr. Cheng Yu-Tung	Amount of debentures in HKD issued by Sherson Approximate % to the total amount of debentures in issue as at the Latest Practicable Date Personal interests Family interests Corporate interests Total 10,000,000(1) — — 10,000,000 0.17

Note:

• (1) These debentures are convertible into 373,357 shares of HK$1.0 each of the Company, representing 0.01% of its issued share capital as at the Latest Practicable Date, during the period from 16 July 2007 to 25 May 2014.

– 41 –

GENERAL INFORMATION

APPENDIX II

• (b) Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including the interests and short positions in which they were deemed or taken to have under such provisions of the SFO), or which are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

• (c) Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any asset which have since 30 June 2008, being the date to which the latest published audited financial statements of the Company were made up, been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (d) Save for the Sale and Purchase Agreement and the sale and purchase agreement dated 3 December 2008 entered into among NWCL, New World Development (China) Limited, NWCP, Mr. Doo, Stanley Enterprises Limited, Grand China Enterprises Limited and Golden Wealth Investment Limited, as at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group since 30 June 2008, being the date to which the latest published audited financial statements of the Company were made up, and which was significant in relation to the business of the Group.

• (a) As at the Latest Practicable Date, so far as is known to the Directors, the interests of substantial shareholders (as defined in the Listing Rules) 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 were as follows:

Long positions in Shares

Name Cheng Yu Tung Family (Holdings) Limited (‘‘CYTFH’’)(1) Centennial Success Limited (‘‘Centennial’’)(2) Chow Tai Fook Enterprises Limited (‘‘CTF’’)(3)	Number of shares held Approximate % of shareholding Beneficial interests Interests of controlled corporation Total — 1,483,763,125 1,483,763,125 38.51 — 1,483,763,125 1,483,763,125 38.51 1,340,679,091 143,084,034 1,483,763,125 38.51

Notes:

• (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. Each of Dato’ Dr. Cheng Yu-Tung, Dr. Cheng Kar-Shun, Henry and Mr. Cheng Kar-Shing, Peter is also a director of CYTFH.

– 42 –

GENERAL INFORMATION

APPENDIX II

• (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. Each of Dato’ Dr. Cheng Yu-Tung, Dr. Cheng Kar-Shun, Henry, Mr. Cheng Kar-Shing, Peter and Mr. Cheng Chi-Kong, Adrian is also a director of Centennial.

• (3) CTF together with its subsidiaries. Each of Dato’ Dr. Cheng Yu-Tung, Dr. Cheng Kar-Shun, Henry, Mr. Cheng Kar-Shing, Peter and Mr. Cheng Chi-Kong, Adrian is also a director of CTF.

• (b) As at the Latest Practicable Date, so far as is known to the Directors, the interests of persons (other than a Director, chief executive of the Company or substantial shareholders (as defined in the Listing Rules)) 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 were as follows:

Long positions in Shares and underlying Shares

		Number of
		shares/		Approximate
		underlying		% of
Name	Capacity	shares held	Total	shareholding
JPMorgan Chase & Co.	Beneficial owner Investment manager Custodian corporation/	18,332,663 53,906,289 151,094,490}	223,333,442(1)	5.94
	approved lending agent
UBS AG	Beneficial owner Person having a security interest in shares Interest of controlled corporations	89,229,465 15,867,579 158,183,646}	263,280,690(2)	6.83

Short positions in Shares and underlying Shares

		Number of
		shares/		Approximate
		underlying		% of
Name	Capacity	shares held	Total	shareholding
JPMorgan Chase & Co.	Beneficial owner	12,834,807	12,834,807(3)	0.34
UBS AG	Beneficial owner Person having a security interest in shares Interest of controlled	24,438,741 9,500 381,000}	24,829,241(4)	0.64
	corporations

Notes:

• (1) The interests included aggregate interests in 9,461,101 underlying shares through its holding of certain listed physically settled derivatives (6,767,101 underlying shares), and unlisted physically settled derivatives (2,694,000 underlying shares). It also included 151,094,490 shares in the lending pool.

• (2) The interests included aggregate interests in 33,299,290 underlying shares through its holding of certain listed physically settled derivatives (33,093,563 underlying shares) and unlisted physically settled derivatives (205,727 underlying shares).

– 43 –

GENERAL INFORMATION

APPENDIX II

• (3) The interests included aggregate interests in 2,432,703 underlying shares through its holding of certain listed cash settled derivatives (544,000 underlying shares) and unlisted physically settled derivatives (1,888,703 underlying shares).

• (4) The interests included aggregate interests in 6,319,772 underlying shares through its holding of certain listed physically settled derivatives (1,075,358 underlying shares) and unlisted physically settled derivatives (5,244,414 underlying shares).

• (c) As at the Latest Practicable Date, so far as is known to the Directors and save as disclosed in this circular, the following entities, other than a Director or chief executive of the Company or a member of the Group, 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 other members of the Group:

		Approximate
		percentage
		of interest
Name of entity	Name of member of the Group	held
168 Finance Limited	The Automall Discovery Park Limited	49.00
Aldburg Assets Limited	Coral Business Inc.	12.50
Architectural Precast Limited	Architectural Precast GRC Limited	35.00
(in court compulsory liquidation)
Asean Giant Limited	Gold Return Resources Ltd.	10.00
Asian East Worldwide Limited	Guangzhou Northring Freeway Company	24.30
	Limited
Beijing Zirancao Advertising	Beijing Xintong Sinologue Media &	25.00
Co., Ltd.	Advertising Co., Ltd.
Bioforte (Hong Kong) Environmental	BioEnviroLink Technologies Limited	30.00
Engineering And Technology
Company Limited
Bolo Ltd	Bright Moon Company Limited	25.00
Changzhi City Changda Highway	Shanxi Xinda Highways Limited	40.00
Development Company
Changzhi City Changda Highway	Shanxi Xinhuang Highways Limited	40.00
Development Company
Chow Tai Fook Enterprises Limited	Advance Planner Limited	40.00
Chow Tai Fook Enterprises Limited	Beames Holdings Limited	36.00
Chow Tai Fook Enterprises Limited	Crimson Company Limited	37.00
Chow Tai Fook Enterprises Limited	HH Holdings Corporation	12.00
Dalian Commercial Network Construction	Dalian New World Plaza International	12.00
and Development Company	Co., Ltd.
Dr. Ren Keyong	NoveMed Group Ltd.	20.00
Ever Global Investment Limited	Autowin Limited	30.00
Fast Choice Investments Limited	Winner World Group Limited	20.00
Fung Seng Diamond Co Ltd	Silver Bloom Company Limited	10.00
Fung Seng Diamond Co Ltd	Ultra Force Limited	20.00
Gaintek Development Limited	Better Rich Development Limited	30.00
Ginza Assets Ltd	Rich Apple Developments Limited	49.99
Golden Sphere Investments Ltd	New Hope Limited	15.00
Good Step Profits Limited	Well Phase International Limited	20.00

– 44 –

GENERAL INFORMATION

APPENDIX II

		Approximate
		percentage
		of interest
Name of entity	Name of member of the Group	held
Grand Business Development Limited	北京新世界威邁特高新技術有限公司	45.00
Grand Choice Profits Limited	Gold Return Resources Ltd.	10.00
Cangwu County Electric Power Co.	Guangxi Cangwu Xincang Highways	30.00
	Limited
Guangxi Wuzhou Heng Tong	Wuzhou Xinwu Highways Limited	40.00
Development Ltd.
Guangxi Yulin City Heng Tong Ltd.	Guangxi Yulin Xinye Highways	40.00
	Co., Ltd.
Guangxi Yulin Yu Shieh Ltd.	Guangxi Yulin Xinyu Highways	40.00
	Co., Ltd.
Guangzhou Yongtong Freeway	Guangzhou Northring Freeway Company	10.41
Company Ltd.	Limited
Gujiao Highway-Bridge Development &	Taiyuan Xinyuan Highways Limited	40.00
Construction Company
Hainan Zhonghong Investments	New World Zhonghong Property	30.00
Company Limited	Co., Ltd.
Hing Pang Petroleum Chemicals (H.K.)	Chengdu Xinyi Real Estate Development	20.00
Limited	Co., Ltd.
Honor Fidelity Ltd	Dominion 2000 Limited	30.00
Hotspring Ltd	Easlin Corporation	20.00
Huamei Wealth (Beijing) International	Beijing Dongfang Huamei Real Estate	25.00
Property Investment Co., Ltd.	Development Co., Ltd.
Huasheng Audio & Video Publishing House	Beijing Jingdun Xintong Movie and TV	25.00
	Culture Co., Ltd.
Infinity Regent Inc.	Milestone Overseas Limited	16.67
Info Trade Investment Limited	Teddy Bear Kingdom Holdings Limited	22.06
Intex Shanghai Company Limited	Hong Kong-Shanghai Venue Management	30.00
	(Zhengzhou) Limited
Ji Lee Company Limited	Hong Kong Jing-Guang Development	18.00
	Limited
Kawick Enterprises Ltd	Pearls Limited	40.00
Kly (Nominees) Ltd	Super Value Development Limited	20.00
Kly (Nominees) Ltd	Top Flash Investments Limited	20.00
Lai Sun Development Company Limited	Easlin Corporation	20.00
Leader Civil Engineering	Hip Hing — Leader JV Limited	33.33
Corporation Limited
Lexton International Holdings Limited	Taifook Lexton Wealth Management	25.00
	Consultants (Macau) Limited
LifeTech International Limited	New World LifeTech Limited	20.00
Longreach Shipping Limited	Mass Profits Limited	20.00
Lucky Flow Limited	New World ZGM Limited	15.00
Lucky Flow Limited	Keenwise Technology Limited	15.00
Magic Pioneer Limited	Two-Way Communications Limited	10.00
Melbourne Enterprises Limited	Billion Park Investment Limited	14.29
Merino Holdings Limited	New World ZGM Limited	20.00

– 45 –

GENERAL INFORMATION

APPENDIX II

		Approximate
		percentage
		of interest
Name of entity	Name of member of the Group	held
Mr. Li Chau-Ming, Peter	Apex-Pro Systems Limited	14.90
Mr. Philip Yuen	Henry Bon Enterprises Company Limited	10.00
Mr. Tsui Ka-Lun	Taifook Lexton Consultants Limited	25.00
Mr. Tsui Ka-Lun	Taifook Lexton Wealth Management	25.00
	Limited
Mr. Wong Wai-Keung	Taifook Lexton Consultants Limited	15.00
Mr. Wong Wai-Keung	Taifook Lexton Wealth Management	15.00
	Limited
Ms. Carmen Leung	Henry Bon Enterprises Company Limited	10.00
Ms. Cheung Sau-Lin	Success Concept Investments Limited	15.00
Ms. Hilda Sung	Taifook Lexton Investment Consultants	10.00
	(Shenzhen) Limited
Ms. Yao Baozhen	Beijing Xintong Sinologue Media &	25.10
	Advertising Co., Ltd.
Open Door Investments Ltd	Realistic Reward Limited	30.00
Panion Holdings Ltd.	NoveMed Group Ltd.	15.00
Polarway Investment Ltd	Highness Land Investment Company	40.00
	Limited
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
Sidney Consultants Limited	auto22.com Holdings Limited	15.70
Space Enterprises Limited	Mega Choice Holdings Limited	24.25
Sparkle Spirit Limited	Milestone Overseas Limited	16.67
Stanford Ocean Limited	Two-Way Communications Limited	10.00
Surely Limited	Mega Choice Holdings Limited	10.36
Tacko Hotel (Zhanjiang) Ltd	New World Tacko (Xian) Limited	30.00
Taiyuan Tongtai Industry & Commerce	Taiyuan Xintai Highways Limited	40.00
General Company
Tenswin Limited	Boxwin Limited	16.58
Tianjin Expressway Investment &	Tianjin Xindi Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinlong Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinlu Expressway Co., Ltd.	33.38
Construction Development Corporation

– 46 –

APPENDIX II

GENERAL INFORMATION

		Approximate
		percentage
		of interest
Name of entity	Name of member of the Group	held
Tianjin Expressway Investment &	Tianjin Xinming Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinqing Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinquan Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinsen Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinshi Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinsi Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xintong Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xintuo Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinxiang Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinyan Expressway Co., Ltd.	33.38
Construction Development Corporation
Tianjin Expressway Investment &	Tianjin Xinzhan Expressway Co., Ltd.	33.38
Construction Development Corporation
Wah Tai Company Limited	Silver Bloom Company Limited	20.00
Weatbest Investments Limited	Right Choice International Limited	35.00
Winteam Holdings Limited	China Step Limited	30.00
Wiseful Engineering Group Limited	Kentfull Engineering Company Limited	40.00
云南葯材有限公司	云南新云三七產業有限公司	14.00
北京市萬勝全物業管理中心	Beijing Kiu Lok Property Management	40.00
	Services Co., Ltd.
北京商建房地產開發有限公司	北京新世界商建房地產開發有限公司	10.00
北京極致通達傳媒廣告有限公司	Beijing Xintong Media & Advertising Co.,	17.14
	Ltd.
北京勵升豪廷房地產顧問有限公司	北京新世界商建房地產開發有限公司	15.00
成都深港石化有限公司	Chengdu Xinyi Real Estate Development	20.00
	Co., Ltd.
佛山市高明區恒達交通投資管理	Foshan Gaoming Xinming Bridge	49.00
有限公司	Company Limited
佛山市祥褔房地產開發有限公司	Foshan Country Club Real Estate	10.00(Note)
	Development Limited
武漢市國營漢口魚場	Wuhan Xinhan Development Co., Limited	30.00(Note)
武漢武建鼎安安裝工程有限公司	Trihan Engineering (Wuhan) Company	49.00
	Limited
珠海國際經濟技術合作公司	珠海市景福工程有限公司	20.00
	(In members’ voluntary liquidation)

– 47 –

GENERAL INFORMATION

APPENDIX II

		Approximate
		percentage
		of interest
Name of entity	Name of member of the Group	held
國土資源部珠寶玉石首飾管理中心	Beijing Xintong Sinologue Media &	20.00
	Advertising Co., Ltd.
貴陽市南明區金水食府	Guiyang Jinyang Heng Tai Catering	16.67
	Investment Co., Ltd
溫州港集團有限公司	Wenzhou Zhuangyuan Ao New World	45.00
	International Terminals Company
	Limited
廣州市機電安裝公司	Triguang Engineering (Guang Zhou)	49.00
	Company Limited
廣東番禺交通建設投資有限公司	廣州市東新高速公路有限公司	49.00

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

• (d) Save as disclosed above, so far as is known to the Directors, there was no other person who as at the Latest Practicable Date had an interest or short position in the shares and underlying 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, or, had a direct or indirect interests amounting to 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 members of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group, other than contracts expiring or terminable by the Company within one year without payment of compensation other than statutory compensation.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, none of the Directors was aware of any material adverse change in the financial or trading position of the Group since 30 June 2008 (being the date to which the latest published audited financial statements of the Group were made up).

– 48 –

GENERAL INFORMATION

APPENDIX II

6. COMPETING INTEREST

As at the Latest Practicable Date, according to the Listing Rules, the following Directors had interests in the following businesses which were considered to compete or were likely to compete, either directly or indirectly, with the businesses of the Group other than those businesses where the Directors were appointed as Directors to represent the interests of the Company and/or the Group:

Name of Director Dato’ Dr. Cheng Yu-Tung Dr. Cheng Kar-Shun, Henry Dr. Sin Wai-Kin, David Mr. Yeung Ping- Leung, Howard

Businesses which were considered to compete or likely to compete with the businesses of the Group Nature of interest of the Director in the entity Name of entity Description of businesses Shun Tak Holdings Limited (‘‘Shun Tak’’) group of companies Property investment and development, ferry services and hotel related services Director CTF group of companies Property investment and development, hotel operations and transport Director Melbourne Enterprises Limited (‘‘Melbourne’’) group of companies Property investment Director Lifestyle International Holdings Ltd. (‘‘Lifestyle’’) group of companies Department stores operations and property investment Director Shun Tak group of companies Property investment and development, ferry services and hotel related services Director CTF group of companies Property investment and development, hotel operations and transport Director HKR International Limited (‘‘HKR’’) group of companies Property investment and development and property management Director Lifestyle group of companies Department stores operations and property investment Director Miramar Hotel and Investment Company, Limited (‘‘Miramar’’) group of companies Property investment and development and hotel operations Director Miramar group of companies Property investment and development and hotel operations Director

– 49 –

GENERAL INFORMATION

APPENDIX II

Name of Director Dr. Cha Mou-Sing, Payson Mr. Cheng Kar- Shing, Peter Mr. Chow Kwai-Cheung Mr. Cha Mou-Zing, Victor Mr. Ho Hau-Hay, Hamilton

Businesses which were considered to compete or likely to compete with the businesses of the Group Nature of interest of the Director in the entity Name of entity Description of businesses HKR group of companies Property investment and development and property management Director and shareholder Hanison Construction Holdings Limited group of companies Construction, property investment and development Director and shareholder CTF group of companies Property investment and development, hotel operations and transport Director Long Vocation Investments Limited group of companies Property investment Director and shareholder Flying Dragon Properties Limited Property investment Director and shareholder Asia Leisure Development Co. Ltd. Property development Director HKR group of companies Property investment and development and property management Director and shareholder Hanison Construction Holdings Limited group of companies Construction, property investment and development Shareholder CITIC Pacific Limited Property development and investment, telecommunications and operation of power station and tunnel and financial services Director Honorway Investments Limited Property development and investment Director and shareholder Tak Hung (Holding) Company Limited Property development and investment Director and shareholder

– 50 –

GENERAL INFORMATION

APPENDIX II

Name of Director Mr. Lee Luen-Wai, John Mr. Liang Cheung- Biu, Thomas Mr. Cheng Chi- Kong, Adrian

Businesses which were considered to compete or likely to compete with the businesses of the Group Nature of interest of the Director in the entity Name of entity Description of businesses Lippo Limited Property investment, development and management Director Lippo China Resources Limited Property investment, development and management Director Hongkong Chinese Limited Property investment, development and management Director Bermuda Investments Limited Property investment Director Greenwich Investors Limited Property investment Director Lambda Enterprises Limited Property management Director Miramar group of companies Property investment and development and hotel operations Director CTF group of companies Property investment and development, hotel operations and transport Director Grandhope Properties Limited Property investment Director and shareholder Cheung Hung Development (Holdings) Limited Property investment and development Director International Entertainment Corporation Hotel operations Director

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and their respective associates was considered to have interest in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with that of the Group.

As the Board is independent of the boards of the above-mentioned entities and none of the above Directors can control the Board, the Group is therefore capable of carrying on its businesses independently of , and at arm’s length from the businesses of these entities.

– 51 –

GENERAL INFORMATION

APPENDIX II

7. EXPERT AND CONSENT

The following sets out the qualifications of the expert who has been named in this circular:

Name Qualifications Knight Frank Professional valuers CIMB-GK a licensed corporation to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities under the SFO

Knight Frank and CIMB-GK have given and have not withdrawn their respective written consents to the issue of this circular with the inclusion herein of their respective letters and reports (as the case may be) and references to their respective names, in the form and context in which they respectively appear.

As at the Latest Practicable Date, neither Knight Frank nor CIMB-GK was beneficially interested in the share capital of any member of the Group, nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did they have any interest, either direct or indirect, in any assets which had since 30 June 2008 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group or which were proposed to be acquired or disposed of by or leased to any member of the Group.

8. MISCELLANEOUS

• (a) The English text of this circular and the enclosed proxy form shall prevail over the Chinese text.

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

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the principal place of business in Hong Kong of the Company at 30th Floor, New World Tower, 18 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the EGM:

• (i) the letter from the Independent Board Committee, the text of which is set out on page 11 of this circular;

• (ii) the letter from the CIMB-GK, the text of which is set out on pages 12 to 25 of this circular;

• (iii) the valuation report, by Knight Frank, as referred to on pages 26 to 36 of this circular;

– 52 –

GENERAL INFORMATION

APPENDIX II

• (iv) the written consents referred to in paragraph 7 headed ‘‘Expert and Consent’’ of this appendix; and

• (v) the Sale and Purchase Agreement.

– 53 –

NOTICE OF EGM

APPENDIX III

==> picture [231 x 41] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of the shareholders of New World Development Company Limited (the ‘‘Company’’) will be held at Meeting Rooms S426–427 (Old Wing), Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT,

• (a) the sale and purchase agreement dated 30 April 2009 entered into between New World China Property Limited and Guilherme Holdings (Hong Kong) Limited (the ‘‘Sale and Purchase Agreement’’) (a copy of the Sale and Purchase Agreement marked ‘‘A’’ has been produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) relating to (i) the acquisition of a 52.5% equity interest in 上海三聯物業發展有限公司 (Shanghai Trio Property Development Co., Ltd.) by New World China Property Limited from Guilherme Holdings (Hong Kong) Limited; and (ii) the disposal of a 50% equity interest in 一

• 上海局 房地產發展有限公司 (Shanghai Juyi Real Estate Development Co., Ltd.) by New World China Property Limited to Guilherme Holdings (Hong Kong) Limited, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the terms of the Sale and Purchase Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith; and

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things incidental to, ancillary to or in connection with the matters contemplated under the Sale and Purchase Agreement.’’

By order of the Board Leung Chi-Kin, Stewart Company Secretary

Hong Kong, 13 May 2009

– 54 –

NOTICE OF EGM

APPENDIX III

Notes:

1. A member entitled to attend and vote at the Meeting (or at any adjournment thereof) is entitled to appoint one or more proxies (who must be individuals) to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the proxy will not preclude any member from attending and voting in person at the Meeting (or at any adjournment thereof).

3. In case of joint registered holders of any shares of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares of the Company as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of such holders so present whose name stands first in the register of members of the Company in respect of such shares of the Company shall alone be entitled to vote in respect thereof.

4. A form of proxy for use at the Meeting is enclosed.

5. The ordinary resolution as set out above will be determined by way of a poll.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

7. As at the date of this notice: (a) the executive directors of the Company are Dato’ Dr. Cheng Yu-Tung, Dr. Cheng KarShun, Henry, Dr. Sin Wai-Kin, David, Mr. Liang Chong-Hou, David, Mr. Leung Chi-Kin, Stewart and Mr. Cheng ChiKong, Adrian; (b) the non-executive directors of the Company are Mr. Cheng Kar-Shing, Peter, Mr. Chow Kwai-Cheung, Mr. Liang Cheung-Biu, Thomas and Ms. Ki Man-Fung, Leonie; and (c) the independent non-executive directors of the Company are Mr. Yeung Ping-Leung, Howard, Dr. Cha Mou-Sing, Payson (alternate director to Dr. Cha Mou-Sing, Payson: Mr. Cha Mou-Zing, Victor), Mr. Ho Hau-Hay, Hamilton and Mr. Lee Luen-Wai, John.

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