09:43     HUTCHISON<00013> - Announcement (2)                                 

    are tendered to the Offer, the total consideration will be                
    approximately EUR534,000,000 (approximately HK$5,500,200,000),            
    which will be funded by internal resources of the HWL Group.              
    The Offer will be co presented by UBS Investment Bank and Calyon          
    Corporate and Investment Bank and UBS Investment Bank will                
    guarantee that the funding is in place in connection with the             
    Offer.                                                                    
                                                                              
    Conditions Precedent                                                      
                                                                              
    The Offer is conditional upon securities representing more than           
    50.01% of the fully diluted share capital of Marionnaud being             
    tendered to the Offer.                                                    
                                                                              
    The condition may be waived by the Offeror in accordance with             
    the General Regulation of the AMF.                                        
                                                                              
    Undertakings of the Family Shareholders and CAPE                          
                                                                              
    Pursuant to the Agreements, the Family Shareholders and CAPE,             
    which respectively hold Marionnaud Shares representing                    
    approximately 20% and 9% of the entire issued share capital of            
    Marionnaud, have undertaken to tender all of the Marionnaud               
    Shares held by them to the Offer. The obligations of AS Watson            
    (France) under the Agreement with the Family Shareholders and             
    Marionnaud are guaranteed by AS Watson.                                   
                                                                              
    Closing of the Offer                                                      
                                                                              
    Subject to the fulfilment of the condition and to the right of            
    the Offeror to withdraw the Offer in accordance with the General          
    Regulation of the AMF, the Offer is anticipated to close in the           
    first quarter of 2005.                                                    
                                                                              
    INFORMATION ON MARIONNAUD                                                 
                                                                              
    Marionnaud is the leading perfume distributor in Europe, whose            
    shares are listed on the Premier Marche of Euronext Paris. It             
    is active in 12 European countries, in nine of which it currently         
    enjoys the largest market share. As at 30 June 2004, the                  
    Marionnaud Group had 1,228 stores, of which 566 were in France            
    and 662 abroad in Switzerland, Italy, Spain, Portugal, Austria,           
    and Central and Eastern Europe. The Marionnaud Group has                  
    continued its expansion and strengthened its presence,                    
    maintaining its policy of seeking full geographic coverage in             
    France and European countries in which it is already operating.           
    It has also begun to expand in more distant countries, like Israel        
    where it has concluded a joint venture agreement with a chain             
    of 21 department stores, providing for operation of stores in             
    common.                                                                   
                                                                              
    For the financial year ended 31 December 2003, the audited net            
    profit before and after taxation and minority interest of the             
    Marionnaud Group were EUR56,255,000 (approximately                        
    HK$579,426,500) and EUR38,668,000 (approximately HK$398,280,400)          
    respectively. The corresponding figures for the year ended 31             
    December 2002 were EUR54,740,000 (approximately HK$563,822,000)           
    and EUR38,234,000 (approximately HK$393,810,200). On 21 December          
    2004, Marionnaud reported a loss of EUR79,000,000 (approximately          
    HK$813,700,000) for the first six months of 2004. This loss               
    included an exceptional expense of EUR93,000,000 (approximately           
    HK$957,900,000), a significant part of which relates to the               
    correction of errors reported in previous years. The net asset            
    value of the Marionnaud Group as at 31 December 2003 was                  
    EUR518,569,000 (approximately HK$5,341,260,700).                          
                                                                              
    Subject to the fulfillment of the condition on minimum level              
    of acceptances, HWL's interest in Marionnaud will be more than            
    50% and Marionnaud will become a subsidiary of HWL.