10:56 I-CABLE COMM<01097> - Announcement (2) Annual Cap: The parties have estimated that the total aggregate annual service fees payable by WTT to, or receivable by WTT from, HKC and iWL under the Agreement will not exceed an amount ranging from HK$33.1 million to HK$50 million, such amounts being determined, or estimated on an upside scenario, by reference to, inter alia, previous sales figures which were recorded by the i-CABLE Group and WTT or the Wharf Group in recent years and reflected in their respective published information. The parties have thus agreed that the aggregate annual service fees payable or receivable, whichever is the higher, by WTT to or from (as the case may be) HKC and iWL under the Agreement for each of the years ending 31st December, 2005, 31st December, 2006 and 31st December, 2007 must not exceed HK$33.1 million, HK$47 million and HK$50 million respectively (the "Annual Cap(s)"). REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT The principal business activities of the i-CABLE Group are the ownership and operation of advanced broadband distribution infrastructure, creation of multimedia contents and the provision of television and Internet services. WTT, a fixed telecommunications network operator in Hong Kong, is a member of the Wharf Group whose principal activities are ownership of properties for letting, property development and investment, container terminals and communications, media and entertainment. The three parties believe the Agreement will enable each of them to leverage their marketing and sales infrastructure to increase sale acquisition of their products through cross selling. The three parties also expect the arrangement would enhance customer satisfaction and loyalty and generate operation and cost efficiencies. The directors, including independent non-executive directors, of i-CABLE are of the opinion that the terms of the Agreement (including the Annual Caps) are on normal commercial terms with reference to the prevailing market conditions, are fair and reasonable and are in the commercial interests of the i-CABLE Group and its shareholders. The transaction is entered into in the ordinary course of business of HKC and iWL after due negotiations on an arm's length basis with reference to the prevailing market conditions. REGULATORY ASPECTS Since i-CABLE is a 67%-owned subsidiary of Wharf, the transaction constitutes a continuing connected transaction for i-CABLE under the Listing Rules. As each of the Annual Caps is less than 2.5% of the applicable percentage ratios for i-CABLE, no independent shareholders' approval is required for this continuing connected transaction. If during the term of the Agreement, the aggregate annual service fees paid/payable or received/receivable by the i-CABLE Group to or from WTT in each financial year of i-CABLE exceed the relevant Annual Cap, or there is a material change to the terms of the Agreement, i-CABLE will take necessary steps to ensure compliance with the Listing Rules. Particulars of the transaction will be disclosed in the annual reports and accounts of i-CABLE for each of the relevant financial years in accordance with Rule 14A.46 of the Listing Rules. As at the date of this announcement, the board of directors of i-CABLE comprises Mr. Stephen T. H. Ng, Mr. F. K. Hu, Mr. Quinn Y. K. Law, Mr. Victor C. W. Lo, Dr. Dennis T. L. Sun, Mr. Samuel S. F. Wong, Sir Gordon Y. S. Wu and Mr. Anthony K. K. Yeung. By Order of the Directors i-CABLE COMMUNICATIONS LIMITED Wilson W. S. Chan Company Secretary Hong Kong, 7th April, 2005