09:23     HUTCH TELECOM<02332> - Announcement (2)                             

    (2)     Ministry of Manpower approval of the company regulations of       
    CAC being obtained; and                                                   
                                                                              
    (3)     the existing loans to CAC being repaid in full.                   
                                                                              
    Completion                                                                
                                                                              
    Subject to satisfaction of the Conditions, Completion shall take          
    place on the fifth business day following the date on which all           
    of the Conditions are fulfilled and satisfied. If any of the              
    Conditions is not satisfied or waived on or before 30 April 2005          
    (or such later date as the parties may agree), the Share Purchase         
    Agreement will terminate automatically and the Acquisition will           
    not proceed.                                                              
                                                                              
    Assets to be acquired                                                     
                                                                              
    The Sale Shares represent 60% of the issued share capital of              
    CAC.                                                                      
                                                                              
    For the financial years ended 31 December 2003 and 31 December            
    2004, the unaudited losses before tax of CAC were approximately           
    Rp 2.2 billion (approximately HK$1.8 million) and audited losses          
    before tax of CAC were approximately Rp 35.8 billion                      
    (approximately HK$30.1 million). For the same periods, the                
    unaudited losses after taxation and extraordinary items of CAC            
    were approximately Rp 2.2 billion (approximately HK$1.8 million)          
    and the audited losses after taxation and extraordinary items             
    of CAC were approximately Rp 35.5 billion (approximately HK$29.8          
    million). The audited total assets value of CAC as at 31 December         
    2004 was approximately Rp 14.8 billion (approximately HK$12.4             
    million) and the expected net assets value of CAC at Completion           
    is approximately Rp 10 billion (approximately HK$8.4 million).            
    CAC's accounts were prepared in accordance with generally                 
    accepted accounting principles applied in Indonesia and their             
    audit was conducted in accordance with auditing standards                 
    established by the Indonesia Institute of Accountants.                    
                                                                              
    Guarantee                                                                 
                                                                              
    The obligations of the Vendors under the Share Purchase Agreement         
    are guaranteed by the Vendor Guarantor.                                   
                                                                              
    Consideration                                                             
                                                                              
    The consideration for the Sale Shares is, before any adjustment,          
    US$120 million (approximately HK$936 million) payable in cash             
    on Completion. This consideration amount is subject to upward             
    (or downward) adjustment by reference to 60% of the CAC NAV which         
    is greater than (or less than) zero. The amount was arrived at            
    after arm's length negotiations between the parties to the Share          
    Purchase Agreement and having regard to recent appropriate                
    market comparables in Indonesia and other overseas markets.               
                                                                              
    Upon Completion, the shareholders of CAC and CAC will sign a              
    shareholders' agreement in the pre-agreed form.                           
                                                                              
    CAC SHAREHOLDERS' AGREEMENT                                               
                                                                              
    Date                                                                      
                                                                              
    To be signed upon Completion                                              
                                                                              
    Parties                                                                   
                                                                              
    PT Asia Mobile                                                            
    ATT                                                                       
    A Group company to be named