TheStockExchangeofHongKongLimitedtakesnorespons.docVIP

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. THE HONGKONG AND SHANGHAI HOTELS, LIMITED 香港上海大酒店有限公司 (Incorporated in Hong Kong with limited liability) Connected Transaction ? To substantially reduce the accumulated deficit and strengthen the financial position of the Thai Joint Venture, PIL and the Thai Partner have entered into a Memorandum of Agreement on 17 December 2001 to rearrange the capital and loan structures in the Thai Joint Venture. ? Outstanding shareholder loans to the Thai Joint Venture are not in proportion to their equity interests. In order to adjust these loans to the same proportion as the equity interests, a transfer of assets equivalent to US$5.97 million from the Thai Partner to PIL is necessary. To this end, the Thai Partner has agreed to transfer 15% of its equity interest in the Thai Joint Venture to PIL for US$5.97 million. ? In consideration of such transfer and the Thai Partner agreeing to enter into the MOA, PIL has agreed to grant an option to the Thai Partner to buy back the 15% interest in the Thai Joint Venture for US$5.97 million on or before 31 December 2002; in addition PIL will grant a second option to the Thai Partner to buy back a further 25% from PIL for US$25 million on or before 31 December 2016 (the Transaction). ? Thai Partner is a substantial shareholder of the Thai Joint Venture, non-wholly owned subsidiaries of the Company, and is considered as a connected person of the Company according to the Listing Rules. As such, the Transaction constitutes a connected transaction of the Company. In accordance with Rule 14.25(1)(A) to (D) of the Listing Rules, details of the Transaction will be disclosed in the Companys next published ann