New World Development Company Limited — Proxy Solicitation & Information Statement 2000

Nov 1, 2000

Hang Lung Development Company, Limited

恒隆有限公司

Notice is hereby given that the Annual General Meeting of the Company will be held at 28th Floor, Standard Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong on Friday, 24th November, 2000 at 11:00 a.m. for the following purposes:---

1. To receive and consider the Financial Statements and Reports of the Directors and Auditors for the year ended 30th June, 2000.

2. To declare a final dividend.

3. To re-elect directors and authorise the board of directors to fix directors' fees.

4. To re-appoint auditors and authorise the directors to fix their remuneration.

As special business:---

1. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions of the Company:---

A. ``THAT:---

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which may be purchased by the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this Resolution, `Relevant Period' means the period from the passing of this Resolution until whichever is the earlier of:---

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; and

(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.''

B. ``THAT:---

(a) subject to paragraph (c) below, pursuant to Section 57B of the Companies Ordinance, the exercise by the directors of the Company during the Relevant Period (as defined in Resolution No. 5A(c) in the Notice of this Meeting) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into shares in the capital of the Company or options, warrants or similar rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements and options which might require the exercise of such powers be and it is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to allot, issue or grant securities convertible into shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of: (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus (bb) if the directors are so authorised by a separate ordinary resolution of the shareholders of the Company set out as Resolution No. 5C in the Notice of this Meeting, the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this Resolution, up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:---

`Rights Issue' means an offer of shares or other securities open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).''

C. ``THAT the directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution No. 5B in the Notice of this Meeting in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such Resolution.''

1. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:---

THAT, subject to the approval of The Stock Exchange of Hong Kong Limited, the share option scheme to be known as theHang Lung Share Option Scheme'' (``the Scheme''), a summary of which is set out in the Notice of Annual General Meeting and a copy of the terms of which is produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, is hereby approved and adopted, and that the Board of Directors of the Company be and is hereby authorised to:---

(a) establish and administer the Scheme under which options may be granted to executive directors and employees eligible to subscribe for shares in the capital of the Company;

(b) modify and/or amend the Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the Scheme relating to modification and/or amendment and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Scheme;

(c) grant options to subscribe for shares in the Company under the Scheme and to issue and allot shares in the Company pursuant to the exercise of the options so granted, provided always that the maximum number of shares in respect of which options may be granted (together with options exercised and options then outstanding) under the Scheme shall not (when aggregated with shares in the Company in respect of which options may be granted under any other share option scheme of the Company from time to time) exceed 10 per cent. of the issued share capital of the Company (excluding any shares issued upon exercise of options granted pursuant to the Scheme from time to time);

(d) make application at the appropriate time or times to The Stock Exchange of Hong Kong Limited, and any other stock exchanges (if any) for approval of the Scheme, the subsequent granting of any options pursuant to the Scheme and the listing of and permission to deal in any shares of the Company which may hereafter from time to time be issued and allotted pursuant to the exercise of the options under the Scheme; and

(e) consent, if they so deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the Scheme,

and that any one director of the Company be and is hereby authorised to make such minor amendments to the draft documents produced to the meeting as he shall think fit, and to do all such things and approve and execute all such documents on behalf of the Company as such director may consider necessary or desirable in connection with the Scheme or any arrangements contemporaneous or connected therewith.''

1. Any other business.

By Order of the Board

Robin S W Ching

Secretary

Hong Kong, 31st October, 2000

Registered Office:

28th Floor

4 Des Voeux Road Central

Hong Kong

Notes:---

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him; a proxy need not be a member. All proxies must be deposited at the registered office of the Company, 28th Floor, 4 Des Voeux Road Central, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

2. The Register of Members will be closed from Monday, 13th November, 2000 to Friday, 17th November, 2000, both days inclusive, during which period no share transfers will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Registrars, Central Registration Hong Kong Limited at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Friday, 10th November, 2000.

3. With respect to Resolution No. 5A above, approval is being sought from the members for a general mandate to repurchase shares to be given to the directors.

4. Concerning Resolution No. 5B above, the directors have no immediate plans to issue any new shares of the Company; approval is being sought from the members as a general mandate in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

5. With respect to Resolution No. 5C above, approval is being sought from the members for an extension of the general mandate granted to the directors to issue shares by including the number of shares repurchased under the authority granted pursuant to Resolution No. 5A.

6. A summary of the Hang Lung Share Option Scheme referred to in Resolution No. 6 above is appended to the Notice of this Meeting.