09:27     GUOCO GROUP<00053> - Announcement (2)                               

    The purpose of the Proposed Disposal is to pool together the              
    relevant insurance business resources and expertise within the HLCB       
    Group to create the synergy for the benefit of future business            
    development of both DHI and HLA. DHI could tap on HLA's expertise on      
    a wider range of products and long-term business as a diversification     
    strategy. As AHB is a wholly owned subsidiary of HLA, Guoco would         
    continue to have an indirect interest in DHI via its holding of           
    25.66% interests in HLCB which wholly owns HLA. The Group will            
    realise a net profit of approximately HK$12.3 million from the            
    Proposed Disposal.                                                        
                                                                              
    CONNECTED TRANSACTION                                                     
    AHB is a wholly owned subsidiary of HLA which is in turn wholly           
    owned by HLCB. HLCB is owned as to 52.51% and 25.66% by HLCM Group        
    (excluding the Group) and the Group respectively. Mr. Quek Leng Chan,     
    Executive Chairman of Guoco, is deemed a major shareholder of Guoco       
    and HLCB respectively. HLCM is the ultimate holding company of Guoco      
    and HLCB.                                                                 
                                                                              
    The Sale and Purchase Agreement constitutes a connected transaction       
    for Guoco under the Listing Rules. As the Sale Consideration under        
    the Sale and Purchase Agreement falls within the de minimis threshold     
    as set out under Rule 14A.32(1) of the Listing Rules, no independent      
    shareholders' approval is required. Details of the Proposed Disposal      
    will be disclosed in the next published annual report and accounts of     
    Guoco in accordance with Rule 14A.45(1) to (5) of the Listing Rules.      
                                                                              
                                                                              
    GENERAL                                                                   
    The Group is principally engaged in investment and treasury               
    management, property development and investment, stock and commodity      
    broking and insurance.                                                    
                                                                              
    DHI is an insurance company offering a wide range of general              
    insurance products in Hong Kong.                                          
                                                                              
    HLA is principally engaged in the underwriting of life and general        
    insurance business in Malaysia.                                           
                                                                              
    As at the date of this announcement, the Board comprises Mr. Quek         
    Leng Chan as Executive Chairman; Mr. Kwek Leng Hai as President, CEO;     
    Mr. Tan Lim Heng and Mr. James Eng, Jr. as executive directors; Mr.       
    Kwek Leng San as non-executive director and Mr. Sat Pal Khattar, Mr.      
    Harry Richard Wilkinson and Mr. Volker Stoeckel as independent            
    non-executive directors.                                                  
                                                                              
    Definitions                                                               
    `AHB'                          Allstate Health Benefits Sdn               
                                   Bhd, a limited company                     
                                   incorporated in Malaysia                   
    `Bursa Securities'             Bursa Malaysia Securities                  
                                   Berhad                                     
    `Guoco'                        Guoco Group Limited, a                     
                                   company incorporated in                    
                                   Bermuda and listed on the                  
                                   Main Board of the Stock                    
                                   Exchange                                   
    `DHE'                          Dao Heng Enterprises Limited,              
                                   a limited company                          
                                   incorporated in Hong Kong and              
                                   a wholly owned subsidiary of               
                                   Guoco                                      
    `DHI'                          Dao Heng Insurance Co.,                    
                                   Limited, a limited company                 
                                   incorporated in Hong Kong and              
                                   a wholly owned subsidiary of               
                                   DHE                                        
    `Group'                        Guoco and its subsidiaries                 
    `HK$'                          Hong Kong dollars                          
    `HLA'                          Hong Leong Assurance Berhad,               
                                   a limited company                          
                                   incorporated in Malaysia                   
    `HLCB'                         Hong Leong Credit Berhad, an               
                                   investment holding company                 
                                   incorporated in Malaysia and               
                                   listed in Bursa Securities                 
    `HLCB Group'                   HLCB and its subsidiaries                  
    `HLCM'                         Hong Leong Company (Malaysia)              
                                   Berhad, an investment holding              
                                   company incorporated in                    
                                   Malaysia                                   
    `HLCM Group'                   HLCM and its subsidiaries                  
    `HKIA'                         Insurance Authority of Hong                
                                   Kong                                       
    `Listing Rules'                Rules Governing the Listing                
                                   of Securities on the Stock                 
                                   Exchange                                   
    `Proposed Disposal'            The proposed disposal of the               
                                   Sale Shares contemplated                   
                                   under the Sale and Purchase                
                                   Agreement                                  
    `Sale Consideration'           The sale consideration of                  
                                   HK$152,551,910.00                          
    `Sale and Purchase Agreement'  A conditional sale and