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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of New World Department Store China Limited nor shall there be any sale, purchase or subscription for securities of New World Department Store China Limited in any jurisdiction in which such offer, solicitation or sale would be in contravention of applicable law. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

The Offer was made for the securities of a Cayman Islands company and while the Offer was subject to Hong Kong disclosure and procedural requirements, investors should be aware that these requirements are different from those of the United States of America (''US''). The financial statements included in the Composite Document mentioned in this joint announcement have been prepared in accordance with Hong Kong Financial Reporting Standards and thus may not be comparable to financial statements of US companies.

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION BY WAY OF VOLUNTARY CONDITIONAL CASH OFFER

BY UBS AG HONG KONG BRANCH ON BEHALF OF NEW WORLD DEVELOPMENT COMPANY LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF

NEW WORLD DEPARTMENT STORE CHINA LIMITED (OTHER THAN THOSE ALREADY HELD BY

NEW WORLD DEVELOPMENT COMPANY LIMITED)

  1. LEVEL OF ACCEPTANCES ON THE FINAL CLOSING DATE; AND

  2. LAPSE OF VOLUNTARY CONDITIONAL CASH OFFER

Sole Financial Adviser to the Offeror

UBS AG Hong Kong Branch

LEVEL OF ACCEPTANCES ON THE FINAL CLOSING DATE

As at 4 : 00 p.m. on the Final Closing Date, the Offeror had received valid acceptances (after taking into account withdrawals of acceptances pursuant to Rule 17 of the Takeovers Code in respect of 10,320,000 Offer Shares) in respect of 392,039,503 Offer Shares under the Offer, representing approximately 83.90% of the Offer Shares, approximately 83.92% of the Disinterested NWDSC Shares and approximately 23.25% of the issued share capital and voting rights of NWDSC as at the date of this announcement.

Of the 392,039,503 Offer Shares validly tendered for acceptances under the Offer:

  1. 346,427,503 Offer Shares were tendered for acceptances by the Independent NWDSC Shareholders, representing approximately 74.16% of the Disinterested NWDSC Shares and approximately 20.55% of the issued share capital and voting rights of NWDSC as at the date of this announcement;

  2. 112,000 Offer Shares were tendered for acceptances by the Offeror Concert Parties, representing approximately 0.01% of the issued share capital and voting rights of NWDSC as at the date of this announcement; and

  3. 45,500,000 Offer Shares were purchased on market and were tendered for acceptances by the Offeror Concert Party as provided for in the Purchase Announcement, representing approximately 9.74% of the Offer Shares, approximately 2.70% of the issued share capital and voting rights of NWDSC and approximately 9.74% of the Disinterested NWDSC Shares.

11,376,000 Offer Shares were purchased by the Offeror Concert Party, a wholly-owned subsidiary of the Offeror, on market on 28 August 2017, representing approximately 2.43% of the Offer Shares, approximately 0.67% of the issued share capital and voting rights of NWDSC and approximately 2.44% of the Disinterested NWDSC Shares.

As one of the Conditions of the Offer (i.e. valid acceptance of the Offer having been received (and not, where permitted, withdrawn) by 4 : 00 p.m. on the Closing Date (or such later time or date as the Offeror may decide, subject to the rules of the Takeovers Code) in respect of such number of NWDSC Shares which would result in the Offeror holding at least 90% of the Offer Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested NWDSC Shares) was not satisfied, the Offer has not become unconditional and is lapsed on 28 August 2017.

Accordingly, the Offeror announces that the Offer is lapsed on 28 August 2017 and there will be no extension or revision of the Offer.

The Offeror will take measures to restore the public float of NWDSC as soon as possible.

INTRODUCTION

Reference is made to (i) the announcement dated 6 June 2017 jointly issued by New World Development Company Limited (新世界發展有限公司) (the ''Offeror'') and New World Department Store China Limited (新世界百貨中國有限公司) (''NWDSC'') in respect of,

amongst other things, the proposed voluntary conditional cash offer by UBS AG Hong Kong Branch (''UBS'') on behalf of the Offeror to acquire all the issued shares of NWDSC (other than those already held by the Offeror); (ii) the announcement dated 26 June 2017 jointly

issued by the Offeror and NWDSC in respect of, amongst other things, the despatch of the Composite Document (as defined below); (iii) the composite offer and response document despatched to the NWDSC Offer Shareholders on 27 June 2017 (the ''Composite Document'');

(iv) the result announcement dated 18 July 2017 jointly issued by the Offeror and NWDSC in respect of, amongst other things, the level of acceptances on the first closing date (the ''First Closing Announcement''); (v) the announcement dated 26 July 2017 issued by the Offeror in respect of, amongst other things, the level of acceptances on the date of the announcement (the ''Purchase Announcement''); (vi) the announcement dated 1 August 2017 jointly issued by the Offeror and NWDSC in respect of, amongst other things, the level of acceptances on the second closing date (the ''Second Closing Announcement''); and (vii) the announcement dated 15 August 2017 jointly issued by the Offeror and NWDSC in respect of, amongst other things, the level of acceptances on the third closing date (the ''Third Closing Announcement'').

Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Composite Document and all references to time and dates contained in this announcement are to Hong Kong time and dates.

LEVEL OF ACCEPTANCES ON THE FINAL CLOSING DATE

As at 4 : 00 p.m. on 28 August 2017 (the ''Final Closing Date''), the Offeror had received valid acceptances (after taking into account withdrawals of acceptances pursuant to Rule 17 of the Takeovers Code in respect of 10,320,000 Offer Shares) in respect of 392,039,503 Offer Shares under the Offer, representing approximately 83.90% of the Offer Shares, approximately 83.92% of the Disinterested NWDSC Shares and approximately 23.25% of the issued share capital and voting rights of NWDSC as at the date of this announcement.

Of the 392,039,503 Offer Shares validly tendered for acceptances under the Offer:

  1. 346,427,503 Offer Shares were tendered for acceptances by the Independent NWDSC Shareholders, representing approximately 74.16% of the Disinterested NWDSC Shares and approximately 20.55% of the issued share capital and voting rights of NWDSC as at the date of this announcement;

  2. 112,000 Offer Shares were tendered for acceptances by the Offeror Concert Parties, representing approximately 0.01% of the issued share capital and voting rights of NWDSC as at the date of this announcement; and

  3. 45,500,000 Offer Shares were purchased on market and were tendered for acceptances by the Offeror Concert Party as provided for in the Purchase Announcement, representing approximately 9.74% of the Offer Shares, approximately 2.70% of the issued share capital and voting rights of NWDSC and approximately 9.74% of the Disinterested NWDSC Shares.

11,376,000 Offer Shares were purchased by the Offeror Concert Party, a wholly-owned subsidiary of the Offeror, on market on 28 August 2017, representing approximately 2.43% of the Offer Shares, approximately 0.67% of the issued share capital and voting rights of NWDSC and approximately 2.44% of the Disinterested NWDSC Shares.

As one of the Conditions of the Offer (i.e. valid acceptance of the Offer having been received (and not, where permitted, withdrawn) by 4 : 00 p.m. on the Closing Date (or such later time or date as the Offeror may decide, subject to the rules of the Takeovers Code) in respect of such number of NWDSC Shares which would result in the Offeror holding at least 90% of the Offer

Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested NWDSC Shares) was not satisfied, the Offer has not become unconditional and is lapsed on 28 August 2017.

Accordingly, the Offeror announces that the Offer is lapsed on 28 August 2017 and there will be no extension or revision of the Offer.

The Offeror will take measures to restore the public float of NWDSC as soon as possible.

INTERESTS OF THE OFFEROR AND THE OFFEROR CONCERT PARTIES IN NWDSC SHARES

Immediately before the commencement of the Offer Period, the total number of, and rights over, NWDSC Shares that the Offeror and the Offeror Concert Parties held, controlled or directed was 1,219,012,000 NWDSC Shares, representing approximately 72.30% of the issued share capital and voting rights of NWDSC as at the date of this announcement.

Save for the acceptances of the Offer described in the paragraph headed ''Level of Acceptances on the Final Closing Date'' above and the purchase of the NWDSC Shares on market made by the Offeror Concert Party, a wholly-owned subsidiary of the Offeror, on 28 August 2017 and as provided for in the Purchase Announcement, during the Offer Period and up to the date of this announcement, neither the Offeror nor any of the Offeror Concert Parties has acquired or agreed to acquire any NWDSC Shares or rights over NWDSC Shares.

Neither the Offeror nor any of the Offeror Concert Parties has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of NWDSC during the Offer Period and up to the date of this announcement, save for any borrowed NWDSC Shares which have been either on-lent or sold.

LAPSE OF THE OFFER

The Offer should be conditional upon, amongst other things, valid acceptance of the Offer having been received (and not, where permitted, withdrawn) by 4 : 00 p.m. on the Closing Date (or such later time or date as the Offeror may decide, subject to the rules of the Takeovers Code) in respect of such number of NWDSC Shares which would result in the Offeror holding at least 90% of the Offer Shares with the further proviso that, within that holding, the Offeror would also hold at least 90% of the Disinterested NWDSC Shares.

In light of the level of acceptances of the Offer as set out in the paragraph headed ''Level of Acceptances on the Final Closing Date'' above, Condition (i) as set out in the section headed ''3. Conditions of the Offer'' of the ''Letter from UBS'' in the Composite Document was not satisfied, the Offer has not become unconditional and is lapsed on 28 August 2017.

New World Department Store China Limited published this content on 28 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 August 2017 14:07:09 UTC.

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