New World Development : Notice of Extraordinary General Meeting

43076-01A 1..3

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of New World Development Company Limited (新世界發展有限公司) (the ''Company'') will be held at Meeting Room N201

(Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong, at 11: 30 a.m. on Wednesday, 17 February 2016 to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification) of the Company:

ORDINARY RESOLUTIONS

1. ''THAT:

   
   

2. the sale and purchase agreement dated 29 December 2015 entered into between (i) New World Development (China) Limited and (ii) Shengyu (BVI) Limited (the ''Guiyang SP Agreement'') (a copy of which marked ''A'' has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification) in relation to, among other matters, the disposal by New World Development (China) Limited of interests in the property project in Jinyang New District, Guiyang, the PRC and the transactions contemplated thereunder, details of which are described in the Company's circular dated 19 January 2016 (a copy of which marked ''C'' has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification), be and are hereby approved, ratified and confirmed;

   
   

3. any one director of the Company be and is hereby authorised for and on behalf of the Company to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the terms of the Guiyang SP Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith; and

   
   

4. any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things incidental to, ancillary to or in connection with the matters contemplated under the Guiyang SP Agreement.''

5. ''THAT:

   
   

6. the sale and purchase agreement dated 29 December 2015 entered into between (i) New World Development (China) Limited and (ii) Shengyu (BVI) Limited (the ''Chengdu SP Agreement'') (a copy of which marked ''B'' has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification) in relation to, among other matters, the disposal by New World Development (China) Limited of interests in the property project in Shuangliu County, Chengdu, the PRC and the transactions contemplated thereunder, details of which are described in the Company's circular dated 19 January 2016 (a copy of which marked ''C'' has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification), be and are hereby approved, ratified and confirmed;

   
   

7. any one director of the Company be and is hereby authorised for and on behalf of the Company to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the terms of the Chengdu SP Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith; and

   
   

8. any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things incidental to, ancillary to or in connection with the matters contemplated under the Chengdu SP Agreement.''




By order of the Board

Wong Man-Hoi

Company Secretary




Hong Kong, 19 January 2016




Notes:




1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (who must be individuals) to attend and speak and, on a poll, vote instead of him at the meeting, and separate proxies may be appointed by a member to represent the respective number of shares held by him as specified in the relevant proxy form. A proxy need not be a member of the Company.

   
   

2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

   
   

3. Delivery of an instrument appointing a proxy will not preclude such member of the Company from attending and voting in person at the above meeting or any adjournment thereof and, in such event, the instrument appointing a proxy will be deemed to be revoked.

4. In the case of joint holders of a share, any one of such joint holders may vote at the above meeting, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto. If more than one of such joint holders are present at the above meeting, whether in person or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

   
   

5. Voting on the above resolutions will be taken by poll.

   
   

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

   
   

7. As at the date of this notice (a) the executive directors of the Company are Dr. Cheng Kar-Shun, Henry, Dr. Cheng Chi-Kong, Adrian, Mr. Chen Guanzhan, Ms. Ki Man-Fung, Leonie, Mr. Cheng Chi-Heng, Ms. Cheng Chi-Man, Sonia and Mr. Au Tak-Cheong; (b) the non-executive directors of the Company are Mr. Doo Wai-Hoi, William and Mr. Cheng Kar-Shing, Peter; and (c) the independent non-executive directors of the Company are Mr. Yeung Ping-Leung, Howard, Mr. Cha Mou-Sing, Payson (alternate director to Mr. Cha Mou-Sing, Payson: Mr. Cha Mou-Zing, Victor), Mr. Ho Hau-Hay, Hamilton, Mr. Lee Luen-Wai, John and Mr. Liang Cheung-Biu, Thomas.