THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in NWS Holdings Limited, you should at once hand this Circular together with the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. (incorporated in Bermuda with limited liability) (stock code: 659) DISCLOSEABLE AND CONNECTED TRANSACTION AND NOTICE OF SGM Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this Circular. A letter from the Board is set out on pages 6 to 13 of this Circular. A letter from the Independent Board Committee is set out on pages 14 and 15 of this Circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 34 of this Circular. A notice convening the SGM to be held at Meeting Room N201 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 29 December 2016 at 11:30 a.m. is set out on pages 80 and 81 of this Circular. Whether or not you are able to attend the SGM or any adjourned meeting in person, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 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 SGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. 7 December 2016 * For identification purposes only CONTENTS Page Definitions ..................................................... 1 Letter from the Board ........................................... 6 Letter from the Independent Board Committee ........................ 14 Letter from the Independent Financial Adviser ........................ 16 Appendix I – Valuation report on the buildings and structures of the Target Group ............................... 35 Appendix II – Valuation report on the buses, vessels and pontoons of the Target Group ............................... 54 Appendix III – General information ............................... 70 Notice of SGM ................................................. 80 –i– DEFINITIONS In this Circular, the following expressions have the meanings set out below unless the context otherwise requires: “Acquisition” the acquisition by the Purchaser from the Vendor of the Sale Shares as contemplated under the Sale and Purchase Agreement “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “business day” a day (excluding Saturday, Sunday and public holiday) on which banks are generally open for business in Hong Kong “Circular” this circular, including the appendices hereto “Citybus” Citybus Limited（城巴有限公司）, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Target Company “Company” or “NWS” NWS Holdings Limited （新創建集團有限公司*）,a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange (stock code: 659), and held as to approximately 61.32% by NWD and its subsidiaries and approximately 2.53% by CTFE as at the Latest Practicable Date “Completion” completion of the Acquisition in accordance with the Sale and Purchase Agreement “Completion Accounts” the unaudited consolidated financial statements of the Target Group for the period from 1 July 2016 to the Completion Date (or such other date as may be determined between the Vendor and the Purchaser in writing) “Completion Date” the next business day following the fulfilment (or, as applicable, waiver) of the last of the conditions precedent as set out in the paragraph headed “Conditions precedent” of “Major terms of the Sale and Purchase Agreement” in the “Letter from the Board” of this Circular (except the conditions precedent (1) and (3) which shall continue to be fulfilled up to Completion) or such other date as may be determined between the Vendor and the Purchaser in writing –1– DEFINITIONS “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration” the initial consideration for the Acquisition in the amount of HK$1.38 billion payable by the Purchaser to the Vendor in accordance with the Sale and Purchase Agreement “CTFE” Chow Tai Fook Enterprises Limited （周大福企業有限 公司）, a company incorporated in Hong Kong with limited liability and the holding company of the Vendor “Director(s)” director(s) of the Company “Enlarged Group” the Group and the Target Group “Group” or “NWS Group” the Company and its subsidiaries from time to time “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HKFRS” Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants “Hong Kong” the Hong Kong Special Administrative Region of The People’s Republic of China “Independent Board Committee” an independent committee of the Board (which comprises Mr. Kwong Che Keung, Gordon, Dr. Cheng Wai Chee, Christopher, The Honourable Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan and Mrs. Oei Fung Wai Chi, Grace, all of them are independent non-executive Directors) established to advise the Independent Shareholders with regard to the SGM Matters “Independent Financial Adviser” BOSC International Company Limited（上銀國際有限公 司）, a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders with regard to the SGM Matters “Independent Shareholders” the Shareholders, other than CTFE and its associate(s), who do not have any material interest in the SGM Matters to be considered at the SGM –2– DEFINITIONS “Latest Practicable Date” 1 December 2016, being the latest practicable date prior to the printing of this Circular for ascertaining certain information contained in this Circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as contained in Appendix 10 to the Listing Rules “NAV” net assets value, being total assets less total liabilities “NWD” New World Development Company Limited（新世界發 展有限公司）, a company incorporated in Hong Kong with limited liability, the issued shares of which are listed on the main board of the Stock Exchange (stock code: 17) and beneficially owned as to approximately 43.92% by CTFE and its subsidiaries as at the Latest Practicable Date “NWD Group” NWD and its subsidiaries from time to time, which include the Group “NWFB” New World First Bus Services Limited（新世界第一巴士 服務有限公司*）, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Target Company “NWFF” New World First Ferry Services Limited（新世界第一渡 輪服務有限公司*）, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Target Company “Purchaser” NWS Service Management Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company “RMB” Renminbi, the lawful currency of The People’s Republic of China “Sale and Purchase Agreement” the sale and purchase agreement dated 15 November 2016 entered into between the Vendor and the Purchaser in relation to the Acquisition –3– DEFINITIONS “Sale Shares” 250,000,008 shares of HK$1 each in the capital of the Target Company, representing 50% of the entire issued share capital of the Target Company as at the date of the Sale and Purchase Agreement and at Completion “September Management the unaudited consolidated financial statements of the Accounts” Target Group for the period from 1 July 2016 to 30 September 2016 “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” the special general meeting of the Company to be held at Meeting Room N201 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 29 December 2016 at 11:30 a.m. to consider and, if thought fit, approve the SGM Matters, or, where the context so admits, any adjournment