10:33 HUTCH TELECOM<02332> - Announcement (4) extraordinary items extraordinary items INR INR INR INR INR INR [HK$] [HK$] [HK$] [HK$] [HK$] [HK$] 31 December 2002 113,010,000 44,403,000 20,227,000 (44,964,000) 125,401,000 58,556,000 [20,144,000] [7,915,000] [3,606,000] ([8,015,000]) [22,353,000] [10,438,000] 31 December 2003 655,986,000 592,584,000 274,098,000 164,636,000 669,447,000 511,875,000 [116,932,000] [105,630,000] [48,859,000] [29,347,000] [119,331,000] [91,243,000] The audited net asset value of HETL, HTEL and Fascel as at 31 December 2003 was INR 4,117,858,000 (approximately HK$734,021,000), INR 2,934,725,000 (approximately HK$523,124,000) and INR 2,214,526,000 (approximately HK$394,746,000) respectively. REASONS FOR, AND THE BENEFITS OF, THE TRANSACTIONS The Board of HTIL considers the Consolidation (of which the Transactions form part) to be in the interests of the Indian telecommunications operations of the HTIL Group in that it will facilitate a more efficient management of such operations, a more effective use of resources and funds between such operating companies and the holding company of the consolidated group will be better placed in accessing the debt and equity markets in India. An independent board committee of HTIL will be established and an independent financial adviser will be appointed to advise the independent board committee as to whether the Transactions are on normal commercial terms, fair and reasonable and in the interests of HTIL and its shareholders as a whole. GENERAL The HTIL Group is a global provider of telecommunications services, and HMTL is a provider of telecommunications services in India. 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 3,157,033,347 HTIL Shares (representing 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. As at the date of this announcement, the Directors are: Executive Directors: Independent Non-executive Directors: Mr. LUI Pok Man, Dennis Mr. KWAN Kai Cheong Mr. Tim PENNINGTON Mr. John W. STANTON Mr. CHAN Ting Yu Mr. Kevin WESTLEY Non-executive Directors: Mr. FOK Kin-ning, Canning Mrs. CHOW WOO Mo Fong, Susan Mr. Frank John SIXT