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Hang Lung Group Limited M&A Activity 2008

Dec 16, 2008

48869_rns_2008-12-16_85c97174-35a8-4cb7-af7c-c53f49956e5c.pdf

M&A Activity

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Pacific Century Regional Developments Limited

(incorporated in the Republic of Singapore with limited liability) Company Registration No. 196300381N

China Network Communications Group Corporation

(established in the People’s Republic of China)

Starvest Limited

(incorporated in the Cayman Islands with limited liability)

China Netcom Corporation (BVI) Limited

(incorporated in the British Virgin Islands with limited liability)

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PCCW Limited 電訊盈科有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

PROPOSED PRIVATISATION OF

PCCW

BY

THE JOINT OFFERORS BY WAY OF A SCHEME OF ARRANGEMENT

(UNDER SECTION 166 OF THE COMPANIES ORDINANCE)

CLARIFICATION ANNOUNCEMENT AND ANNOUNCEMENT UNDER RULE 13.09 OF THE LISTING RULES

Reference is made to a newspaper article in the Ming Pao Daily News on 14 December 2008 which reported that Richard Li had stated that there is currently no consideration to raise the offer price for the Proposal.

Starvest and Netcom BVI, being the Joint Offerors, confirm that the statement was correctly reported but was not intended to be a “no increase statement” in relation to the Proposal for the purposes of Rule 18.3 of the Takeovers Code. If the statement was interpreted as such, the Joint Offerors withdraw the statement for the purposes of Rule 18.3 of the Takeovers Code.

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Shareholders, holders of other securities and/or potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and thus may or may not become effective. Shareholders, holders of other securities and potential investors are advised to exercise caution when dealing in the Shares or other securities of PCCW.

Reference is made to the scheme document dated 6 December 2008 which was issued by PCCW and the Joint Offerors in relation to the Proposal regarding the proposed privatisation of PCCW by way of a scheme of arrangement under Section 166 of the Companies Ordinance (the “Scheme Document”).

Terms defined in the Scheme Document have the same meanings when used in this announcement unless the context otherwise requires.

On 14 December 2008, a newspaper article in the Ming Pao Daily News in relation to the Proposal reported that Richard Li had stated that there is currently no consideration to raise the offer price for the Proposal.

Starvest and Netcom BVI, being the Joint Offerors, confirm that the statement was correctly reported but was not intended to be a “no increase statement” in relation to the Proposal for the purposes of Rule 18.3 of the Takeovers Code. If the statement was interpreted as such, the Joint Offerors withdraw the statement for the purposes of Rule 18.3 of the Takeovers Code.

Shareholders, holders of other securities and/or potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and thus may or may not become effective. Shareholders, holders of other securities and potential investors are advised to exercise caution when dealing in the Shares or other securities of PCCW.

By order of the board of By order of the board of The authorised By order of the board of By order of the board of
Pacific Century Regional Starvest Limited representative of China Netcom PCCW Limited
Developments Limited Peter Anthony Allen China Network Corporation (BVI) Philana WY Poon
Lim Beng Jin Director Communications Group Limited Group General Counsel
Company Secretary Corporation Lu Yimin and Company Secretary
Zuo Xunsheng Director

Hong Kong, 16 December 2008

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As at the date of this announcement, the directors of PCRD are as follows:

Executive Directors:

Mr. Li Tzar Kai, Richard (Chairman), Mr. Yuen Tin Fan, Francis (Deputy Chairman), Mr. Peter Anthony Allen (Group Managing Director) and Mr. Alexander Anthony Arena

Independent Non-Executive Directors:

Mr. Seow Li-Ming, Gordon, Mr. Yee Lat Shing, Tom and Mr. Chng Hee Kok

As at the date of this announcement, the directors of Starvest are as follows:

Mr. Peter Anthony Allen and Ms. Winnie King Yan Siu Morrison

As at the date of this announcement, the authorised representative of CNC is:

Mr. Zuo Xunsheng

As at the date of this announcement, the directors of Netcom BVI are as follows:

Mr. Lu Yimin, Mr. Zuo Xunsheng and Mr. Li Fushen

As at the date of this announcement, the directors of PCCW are as follows:

Executive Directors:

Mr. Li Tzar Kai, Richard (Chairman), Mr. Alexander Anthony Arena (Group Managing Director), Mr. Peter Anthony Allen, Mr. Chung Cho Yee, Mico and Mr. Lee Chi Hong, Robert

Non-Executive Directors:

Sir David Ford, KBE, LVO, Mr. Lu Yimin, Mr. Zuo Xunsheng (Deputy Chairman) and Mr. Li Fushen

Independent Non-Executive Directors:

Professor Chang Hsin-kang, FREng, GBS, JP, Dr. The Hon. Sir David Li Kwok Po, GBM, GBS, OBE, JP, Sir Roger Lobo, CBE, LLD, JP, Mr. Aman Mehta and The Hon. Raymond George Hardenbergh Seitz

The directors of PCRD jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the Netcom Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the Netcom Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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The directors of Starvest jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the Netcom Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the Netcom Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The authorised representative of CNC accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the PCRD Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the PCRD Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of Netcom BVI jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the PCRD Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the PCRD Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of PCCW jointly and severally accept full responsibility for the accuracy of the information contained in this announcement relating to the PCCW Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement by PCCW have been arrived at after due and careful consideration and there are no other facts relating to the PCCW Group not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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