10:13 LCH BANK<01111> & LIU CHONG HING<00194>-Joint Announcement-2 company, namely LCH Bank, is not regarded as a "connected transaction" for LCH Investment under Chapter 14A of the Listing Rules. Circulars containing details of the Transaction will be despatched to the respective shareholders of LCH Bank and LCH Investment within 21 days from the date of publication of this announcement. An EGM of LCH Bank is currently expected to be held on 26 April 2005 immediately after the adjournment of its AGM, at which LCH Investment and its Associates will abstain from voting on the resolution regarding the Transaction. Votes of LCH Bank's shareholders in relation to the Transaction will be taken by way of a poll. I. THE SALE AND PURCHASE AGREEMENT Date: 3 March 2005 Parties: (a) Vendor - LCH Investment (b) Purchaser - LCH Bank Pursuant and subject to the Sale and Purchase Agreement, LCH Investment agreed to sell, and LCH Bank agreed to purchase, 50,000,000 shares of HK$1.00 each in the share capital of LCH Insurance, representing the entire issued and fully paid-up share capital of LCH Insurance. As at the date of this announcement, LCH Insurance is a wholly-owned subsidiary of LCH Investment. The consideration for the Transaction is HK$212 million in cash, which will be funded from the internal resources of LCH Bank and payable in full at Completion. Upon Completion, LCH Insurance will become a wholly-owned subsidiary of LCH Bank. Conditions precedent: Completion of the Sale and Purchase Agreement is conditional upon the following: (a) the conduct of a due diligence investigation covering, among other things, the business, affairs, operations, assets, financial condition, prospects and records of LCH Insurance by LCH Bank, and the results of such due diligence investigation being satisfactory to LCH Bank at its sole and absolute discretion; (b) satisfaction of paragraph (b) of Section 13B(2) of the Insurance Companies Ordinance (as in force as at the date of the Sale and Purchase Agreement) or such other form of prior approval (if any) as may from time to time be required to be obtained from the Insurance Authority to effect Completion and if any of such approval shall be subject to conditions, on conditions acceptable to LCH Bank; (c) all consents, approvals, permits, authorisations or clearances (as the case may be) that LCH Investment reasonably considers necessary pursuant to applicable laws, regulations or rules (including but not limited to the Listing Rules and the Insurance Companies Ordinance) for its execution, implementation and completion of the Sale and Purchase Agreement, having been obtained, and all such consents, approvals, permits, authorisations not having been revoked or withdrawn at any time up to and including the Conditions Fulfilment Date; (d) the warranties given by LCH Investment in favour of LCH Bank under the Sale and Purchase Agreement in relation to LCH Insurance remaining true and accurate in all aspects and not misleading in any aspects on the Conditions Fulfilment Date; and (e) all consents, approvals, permits and authorisations