10:13 LCH BANK<01111> & LIU CHONG HING<00194>-Joint Announcement-3 that LCH Bank at its absolute discretion considers necessary pursuant to applicable laws, regulations or rules (including but not limited to the Listing Rules and the Insurance Companies Ordinance and other requirements of HKMA) for its execution, implementation and completion of the Sale and Purchase Agreement having been obtained, including but not limited to the obtaining of the prior approval of the independent shareholders of LCH Bank in general meeting approving the Sale and Purchase Agreement and the Transaction, and all such consents, approvals, permits, authorisations not having been revoked or withdrawn at any time up to and including the Conditions Fulfilment Date. In the event that the Conditions set out above have not been fulfilled/waived on or before 5:00 p.m. (Hong Kong time) on the Conditions Fulfilment Date, LCH Bank may at its option by notice to LCH Investment elect to: (a) waive any of the Conditions set out in (a) and (d) above and proceed to Completion; (b) postpone Completion to a date (being a Business Day) to be agreed by the LCH Bank and LCH Investment or failing agreement the 30th day after the Conditions Fulfilment Date; or (c) rescind the Sale and Purchase Agreement in which case such agreement shall be null and void and no party to the Transaction shall have any claim against the other, save and except in respect of any antecendent breach of the Sale and Purchase Agreement. In the event that any of the Conditions is waived, an appropriate announcement will be made by both LCH Bank and LCH Investment. Basis for determination of the consideration: The consideration for the Transaction was determined after arm's length negotiations between LCH Bank and LCH Investment, with reference to: (a) the actuarially-based appraisal value of LCH Insurance (in the range of between HK$153.1 million to HK$196.6 million) as at 31 December 2004 using the discounted cash flow model as reflected in the report of the same conducted by Watson Wyatt Insurance Consulting Limited, an independent third party not connected with the respective directors, chief executives or substantial shareholders of LCH Bank and LCH Investment, or any of their respective subsidiaries or respective Associates; (b) the prospects of LCH Insurance after completion of the Transaction, including the joint efforts of LCH Bank and LCH Insurance to expand their respective client bases and create new business opportunities; (c) the synergy of grouping LCH Insurance within LCH Bank; and (d) the price/earnings multiple of approximately 8.2 times for the Transaction. Completion: Completion shall take place on the third Business Day after the satisfaction (or, if appropriate, the waiver) of the Conditions (or at such later date as LCH Bank and LCH Investment may agree in writing) by LCH Bank and LCH Investment. It is currently expected that Completion will take place on or before 31 July 2005. II. INFORMATION ON LCH INSURANCE