10:32 HUTCH TELECOM<02332> - 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. HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED * (incorporated in the Cayman Islands with limited liability) (Stock Code: 2332) ANNOUNCEMENT DISCLOSEABLE AND CONNECTED TRANSACTIONS The Board of HTIL announces that on 1 February 2005, HMTL, an indirect subsidiary in India of HTIL, entered into the Share Purchase Agreements, pursuant to which HMTL agreed to purchase from the Vendors their entire respective interests in HETL, HTEL and Fascel, also indirect subsidiaries in India of HTIL, in return for the issue of new shares in HMTL. To effect the Consolidation, in addition to completing the Transactions, HMTL also acquired from certain indirect wholly owned subsidiaries of HTIL their entire respective interests in HETL, HESL, HTEL and Fascel in return for the issue of new shares in HMTL. The Consolidation was completed on 1 February 2005. The Vendors are connected persons of HTIL by virtue of being either substantial shareholders or associates of substantial shareholders of certain subsidiaries of HTIL. The Transactions constitute discloseable and connected transactions for HTIL which are subject to the reporting, announcement and independent shareholders' approval requirements of the Listing Rules. HTIL has obtained from HTI, an indirect wholly owned subsidiary of HWL and holder of approximately 70.2% in nominal value of the securities giving the right to attend and vote at any general meeting of HTIL, a written approval of the Transactions. HTIL has applied to the Stock Exchange for a waiver from the requirement to hold a general meeting of the HTIL shareholders and permission for the independent shareholders' approval of the Transactions to be given in writing. A circular giving details of the Transactions, a letter from an independent board committee of HTIL and an independent financial adviser to the independent board committee of HTIL is expected to be despatched to the HTIL shareholders as soon as reasonably practicable. SHARE PURCHASE AGREEMENTS Date 1 February 2005 Parties HMTL as purchaser Vendors as sellers Key terms Each Vendor agrees to sell its entire interests in HETL, HTEL and Fascel to HMTL in return for the allotment of new HMTL shares. It is intended that a new shareholders' agreement governing the parties' relationship as shareholders of HMTL will be entered into and take effect from Consolidation.