09:55     GUOCO GROUP<00053> - Announcement (1)                               

    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.               
                                                                              
                                                                              
    Guoco Group Limited                                                       
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 00053)                                                       
    CONNECTED TRANSACTION                                                     
                                                                              
                                                                              
    On 12 January 2005, the Purchaser entered into the Securities             
    Sale Agreement with the Vendors for the proposed acquisitions of the      
    Sale Securities at a total cash consideration of approximately            
    RM236.6 million (approximately HK$485.5 million).                         
                                                                              
    The Securities Sale Agreement constitutes a connected transaction         
    for Guoco under the Listing Rules. As the Purchase Consideration          
    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 Acquisitions will be disclosed in       
    the next published annual report and accounts of Guoco in accordance      
    with Rules 14A.45(1) to (5) of the Listing Rules.                         
                                                                              
    Upon completion of the Proposed Acquisitions, the Purchaser will own      
    40.03% and 72.25% of the CGB Shares and CGB ICULS respectively.           
    Pursuant to Section 6(1) of The Malaysian Take-overs Code, the            
    Purchaser is obliged to extend a mandatory general offer to acquire       
    the remaining CGB Shares and CGB ICULS the Purchaser does not hold        
    based on the same terms of the Proposed Acquisitions. Under the           
    current terms of the Proposed Acquisitions, the mandatory general         
    offer will not constitute a notifiable transaction for Guoco under        
    the Listing Rules.                                                        
                                                                              
                                                                              
    SECURITIES SALE AGREEMENT DATED 12 JANUARY 2005                           
    Parties                                                                   
    Purchaser:                     BSH, a wholly owned                        
                                   subsidiary of                              
                                   Guoco                                      
    Vendors:                       HLI, a direct subsidiary of                
                                   HLCM                                       
                                   HLIT, a direct wholly owned                
                                   subsidiary of                              
                                   HLI                                        
                                   HLCom, an indirect wholly                  
                                   owned subsidiary of                        
                                   HLCM                                       
                                   FCCE, an indirect wholly                   
                                   owned subsidiary of                        
                                   GLL                                        
                                                                              
                                                                              
                                                                              
    Sale Securities                                                           
    -                                                                         
    119,557,850 CGB Shares, representing approximately 40.03% equity          
    interests in CGB; and                                                     
                                                                              
    -                                                                         
    89,566,967 CGB ICULS, representing approximately 72.25% of the            
    outstanding nominal value of CGB ICULS .                                  
                                                                              
    Consideration                                                             
    The aggregate Purchase Consideration is approximately RM236.6             
    million (approximately HK$485.5 million) payable in cash upon             
    completion of the Securities Sale Agreement. The Purchase                 
    Consideration is calculated based on RM1.20 (approximately HK$2.46)       
    per CGB Share and RM1.04 (approximately HK$2.13) per CGB ICULS,           
    representing a premium of approximately 9.1% and 10.6  to the closing     
    market prices of the CGB Share and CGB ICULS of RM1.10 (approximately     
    HK$2.26) and RM0.94 (approximately HK$1.93) respectively as at 11         
    January 2005. The aforesaid Purchase Consideration per CGB Share and      
    CGB ICULS also represents a premium of approximately 18.8% and 16.9%      
    to the simple average closing prices of the CGB Share and CGB ICULS       
    of RM1.01 (approximately HK$2.07) and RM0.89 (approximately HK$1.83)      
    respectively for the 30 trading days prior to the date of the             
    Securities Sale Agreement. The Purchase Consideration was determined      
    on a willing-buyer-willing-seller basis taking into consideration the     
    substantial percentage of interests in CGB to be acquired to enable       
    the Group to become the single largest shareholder in CGB.                
                                                                              
    The book costs of the Sale Securities as at 30 September 2004 and         
    the breakdown of the Purchase Consideration to the Vendors are as         
    follows:                                                                  
                                                                              
    Vendors      No. of CGB   No. of CGB   Book costs   Consideratio          
                 Shares       ICULS        to the       n payable             
                                           Vendors as                         
                                           at 30                              
                                           September                          
                                           2004                               
                                           (RM'million) (RM'million)