The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SHUN TAK HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability) FINANCIAL ADVISER TO SHUN TAK HOLDINGS LIMITED DISCLOSEABLE AND CONNECTED TRANSACTIONS The Directors are pleased to announce that: 1. One of the Company’s subsidiaries, STF, entered into the Shipping Joint Venture Agreement with STDM as of and with effect from 31st October 2002 pursuant to which STF and STDM conditionally agreed to subscribe for 60% and 40% respectively of the issued share capital of Newco. The consideration payable by STF and STDM shall comprise, in the case of STF, the transfer to Newco of 7,100 shares in STCTS, representing 71% of its issued share capital, and, in the case of STDM, the transfer to Newco of 9,204 shares in STDM, representing approximately 10.8% of its issued share capital. 2. STCSG, a wholly owned subsidiary of the Company, owns the development rights of a 99,000 square metre hotel and commercial site in Taipa, Macau. The Company, through its indirect wholly-owned subsidiary, Many Glory Limited, entered into the Macau Land Agreement with STDM on 14th November 2002 pursuant to which the Company agreed to transfer 20% equity interest in STCSG to STDM. The consideration shall comprise cash payments by STDM to the Company of (i) MOP200,000 (HK$194,000) for the 20% equity interest in STCSG and (ii) HK$100 million for the assignment by the Company to STDM of 20% (by value) of the outstanding shareholders loan owed by STCSG to the Company totalling HK$500 million as at the Latest Practicable Date. The Shipping Joint Venture and the Macau Land Joint Venture together constitute discloseable and connected transactions under the Listing Rules. Accordingly, establishment of the Joint Ventures are subject to the conditions set out in the section headed “Conditions of the Joint Ventures” of this announcement, which include the approval by the Independent Shareholders in the Extraordinary General Meeting. Dr. Ho, Shun Tak Shipping, Dr. Cheng, Mrs. Louise Mok, Ms. Pansy Ho and/or their respective associates, as defined under the Listing Rules, will abstain from voting at the Extraordinary General Meeting. An Independent Board Committee will be formed to advise the Independent Shareholders in respect of the Joint Ventures. An independent financial adviser will be appointed to advise the Independent Board Committee as regards the Joint Ventures. The Company will use its best and reasonable efforts (insofar as it is able in its capacity as a shareholder in STDM) to ensure that, for as long as the Company has a direct or indirect interest in STDM, the operation of the gaming activities of STDM and its subsidiaries will comply with all applicable laws in the areas where such activities are carried on and will not contravene the Gambling Ordinance of Hong Kong. The Stock Exchange has drawn the attention of the Company to Rule 6.01 of the Listing Rules, which provides that it may suspend dealings in, or cancel the listing of a listed issuer’s securities on the Stock Exchange, inter alia, if the Stock Exchange considers that the listed issuer or its business is no longer suitable for listing. A circular containing, inter alia, further information on the Joint Ventures, notice of the Extraordinary General Meeting, the advice of the Independent Board Committee and the opinion letter from the independent financial adviser to the Independent Board Committee will be despatched to the Shareholders as soon as practicable. THE SHIPPING JOINT VENTURE Description of the Macau Land REASONS FOR AND BENEFITS OF ENTERING INTO THE JOINT Date The Macau Land comprises a 99,000 square metre hotel and commercial site VENTURES As of and with effect from 31st October 2002 (signed by the Company on located in Taipa, Macau. STDM has previously been required, as a condition of its formal gaming 14th November 2002) Total consideration and the terms franchise, to enter into a co-terminous shipping franchise with substantial commitments for shipping services between Hong Kong and Macau. FEHC Parties The total cash consideration of (i) MOP200,000 (HK$194,000) and (ii) HK$100 million will be payable by STDM to the Company upon completion has historically been the de facto shipping operator and fulfilled STDM’s STF of the Macau Land Agreement. The total consideration is arrived at after responsibilities under its franchise. As a result, STDM has in the past been STDM arm’s length negotiation among the parties based on the acquisition price of able to avoid the direct costs and full responsibility of operating the shipping services under its shipping franchises. Description of the transaction HK$500 million paid by STCSG for the Macau Land in April 2002 to an independent third party not connected with a director, chief executive or Under the new gaming franchise granted to its subsidiary Sociedade de Pursuant to the Shipping Joint Venture, STF and STDM have conditionally substantial shareholder of the Company or their respective associates. The Jogos de Macau, S.A. (“SJM”), it is no longer a condition that STDM agreed to subscribe for 60% and 40%, respectively, of the issued share Directors believe that the terms of the Macau Land Joint Venture are fair and continues to provide shipping services. Therefore, to regularise the capital of Newco which will, upon completion of the Shipping Joint reasonable and in the interests of the Company and the Shareholders. situation, STDM has applied for the transfer of the Franchise to FEHC, the Venture, become the immediate holding company of the STCTS Group and de facto operator. hold approximately 10.8% equity interest in STDM. Newco will be a 60% CONDITIONS OF THE JOINT VENTURES owned subsidiary of the Company, and STCTS will continue to be an Completion of the establishment of the Shipping Joint Venture is conditional Full compliance with the shipping obligations by FEHC under the indirect non-wholly owned subsidiary of the Company. upon, inter alia, the following conditions being fulfilled or, in the case of Franchise, as transferred, continues to be vital to the success of the activities operated by STDM and SJM, an indirect non-wholly owned (80% Structure (ii) below, waived: equity interest) subsidiary of STDM holding one of the franchises granted The following is the structure of the Company in relation to its equity (i) the Shareholders, other than those who are prohibited from voting at the Extraordinary General Meeting by the Listing Rules, approving by the Government of Macau to operate the gaming activities in Macau. The interests in STCTS and STDM immediately before and after the Shipping maintenance of the quality, regularity and tariffs of the shipping services, Joint Venture: the resolution in respect of the Shipping Joint Venture Agreement at the Extraordinary General Meeting; and which constitute the fundamental means of transportation between Macau and Hong Kong, is therefore of crucial concern to STDM. STDM considers (ii) the obtaining of any requisite consent, approval, authority or licence that it is necessary, and the Company considers that it is in its interest, to Before the After the from any relevant governmental or official body in either Hong maintain an interest in the continuing operations by FEHC under the Shipping Joint Venture Shipping Joint Venture Kong or Macau. Franchise. Completion of the establishment of the Macau Land Joint Venture is From the view point of STF, although FEHC has been the de facto shipping Company Company conditional upon the Shareholders, other than those who are prohibited from operator, STDM has also contributed to ancillary shipping services from voting at the Extraordinary General Meeting by the Listing Rules, approving time to time in order to ensure the fullest compliance by STDM of its 100%5% 100% 5% the resolution in respect of the Macau Land Agreement at the Extraordinary obligations under previous franchises. As a condition to accepting the General Meeting. transfer by STDM of the Franchise, STF wishes to ensure continuing STFSTDM STF STDM It is intended by the Company that the conditions stated above for the support by STDM. In addition, STDM has historically been the single establishment of the Shipping Joint Venture and the Macau Land Joint largest customer of the STCTS shipping operations and it is desirable for Venture will be fulfilled on or before 17th January 2003. If the conditions this to continue. 71% 60% 40% 10.8% are not met or waived, the Shipping Joint Venture Agreement and the Macau Land Agreement, as the case may be, will not proceed to completion. STF and STDM accordingly have common commercial and strategic interests in STCTS’s shipping operations both in respect of Macau and STCTS Newco The Macau Land Agreement and the Shipping Joint Venture Agreement are within the Pearl River Delta which are vital to promoting the success of not inter-conditional. STDM and its activities in Macau and the success of STCTS’s shipping 100% 71% COMPLETION OF THE JOINT VENTURES operations. In order to ensure that STDM maintains a substantial interest, participation, and a vested interest in the success of STCTS operations Completion of the Shipping Joint Venture is to take place on the first going forward, STF and STDM have agreed to enter into the Shipping Joint FEHC STCTS business day following the date on which the conditions of the Shipping Venture which reflects their respective interests and commitments and Joint Venture Agreement have been fulfilled or waived, as the case may be, optimises the shipping operations for their mutual benefit.