On 5 September 2023, MTR Corporation Limited (?the Company?) and the Secretary for Transport and Logistics for and on behalf of the Government entered into: the project agreement for the financing, design, construction, completion, pre-operation, operation and maintenance of the Kwu Tung Station, and related services and facilities, which will be owned, operated and maintained by the Company for its own account for the Franchise Period (the ?KTU Project Agreement?); and the project agreement for the financing, design, construction, completion, pre-operation, operation and maintenance of the Tuen Mun South Extension, and related services and facilities, which will be owned, operated and maintained by the Company for its own account for the Franchise Period (the ?TME Project Agreement?), (together, the ?New Territories Project Agreements?). The New Territories Project Agreements contain the following principal terms: The Company's principal obligations: The Company shall carry out, or procure the carrying out of, the New Territories Project Works and shall bring into operation, operate and maintain the KTU Works and the TME Works, respectively. The design, construction, completion, testing, commissioning, pre-operation, operation and maintenance of the KTU Works, NOL Advance Works (where applicable) and TME Works, respectively, shall be carried out in a manner which reflects the Company's responsibilities and duties under the MTR Ordinance, the Operating Agreement and the relevant sections of the New Territories Project Agreements and in accordance with applicable laws and regulations.

In fulfilment of its obligations under the New Territories Project Agreements, the Company shall comply with and satisfy all relevant statutory or other legal requirements applicable to the New Territories Projects. The Company shall carry out the New Territories Projects with the skill and care reasonably to be expected of a professional and competent railway project delivery entity and operator which is engaged in the delivery of new railway lines of the type and scope of the New Territories Projects. The Company shall on its own pay for the full amount of the New Territories Project Cost and shall bear land acquisition costs arising from the implementation of the New Territories Projects as agreed in the New Territories Project Agreements.

The Company expects to incur the New Territories Project Cost over 10 years or so and to fund such costs from the financial contribution from the proposed property developments described below and its internal resources. The Company shall use its reasonable endeavours to complete: (1) the KTU Works so as to enable KTU Commercial Operations by the KTU Scheduled Operating Date; (2) the Detailed Planning and Design of the NOL Main Line and NOL Advance Works by the applicable NOL Scheduled Completion Dates; and (3) the TME Works and RRIW so as to enable TME Commercial Operations by the TME Scheduled Operating Date. In the event that either or both: (1) KTU Commercial Operations commence on a date which is beyond the KTU Scheduled Operating Date; and (2) TME Commercial Operations commence on a date which is beyond the TME Scheduled Operating Date, the Company shall set aside certain amounts from the revenue generated from the Mass Transit Railway for funding network improvements in the Mass Transit Railway.

The Company shall, at its own cost, carry out the measures specified in the environment impact assessments and relevant environmental permits issued or to be issued by the Government. The Company shall be subject to monitoring and control arrangements to be performed by the Government to oversee the delivery performance of the New Territories Projects, in accordance with the terms of the New Territories Project Agreements. Slaughter and May advised MTR Corporation Limited (MTR) on the project agreements.