09:34     HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-3         

    the Share Alternative under the Proposal. Alternatively, a total          
    of approximately 322,855,921 HTIL Shares, representing                    
    approximately 7.17% of the existing issued share capital of HTIL,         
    or approximately 6.69% of the enlarged issued share capital of            
    HTIL, shall be allotted and issued under the Proposal assuming            
    the HWL Vendor Share Arrangement is not utilised, all of the              
    Outstanding HGCH Share Options have been exercised prior to the           
    Record Date and all Scheme Shareholders elect for the Share               
    Alternative under the Proposal.                                           
                                                                              
    The amount of cash required for the Proposal is (a) approximately         
    HK$2,130,106,659 assuming none of the Outstanding HGCH Share              
    Options has been exercised prior to the Record Date and all Scheme        
    Shareholders elect for the Cash Alternative under the Proposal;           
    or (b) approximately HK$2,203,491,659 assuming all of the                 
    Outstanding HGCH Share Options have been exercised prior to the           
    Record Date and all Scheme Shareholders elect for the Cash                
    Alternative under the Proposal.                                           
                                                                              
    Whether the election of the Cancellation Consideration is in              
    a form of the Share Alternative or the Cash Alternative, the              
    implementation of the Proposal is not expected to have a material         
    financial impact on HTIL. ABN AMRO, the financial adviser to              
    HTIL, is satisfied that sufficient financial resources are                
    available to HTIL for the implementation of the Proposal.                 
                                                                              
    As at the Announcement Date, save and except for the Outstanding          
    HGCH Share Options and the HTI(C) Convertible Bond, there were            
    no outstanding warrants, derivatives or convertible securities            
    issued by HGCH. HTI(C) has unconditionally and irrevocably                
    agreed to waive any entitlements it may have under the HTI(C)             
    Convertible Bond in respect of the Proposal.                              
                                                                              
    Despatch of the Scheme Document                                           
                                                                              
    HGCH will send to the HGCH Shareholders a Scheme Document                 
    containing, among other things, further details about the                 
    Proposal and the Scheme, the expected timetable, an explanatory           
    statement as required under the Companies Act, the                        
    recommendation of the HGCH Independent Board Committee, a letter          
    of advice from the HGCH independent financial adviser, a notice           
    of the Court Meeting and a notice of a special general meeting            
    of HGCH as soon as practicable and in compliance with the                 
    requirements of the Takeovers Code.                                       
                                                                              
    Shareholders and/or potential investors in HGCH and HTIL should           
    be aware that the making of the Proposal and the implementation           
    of the Proposal are subject to the conditions set out below being         
    fulfilled or waived, as applicable, and thus the Proposal may             
    or may not become effective. They are advised to exercise caution         
    when dealing in the HGCH Shares and the HTIL securities.                  
                                                                              
    Withdrawal of listing of the HGCH Shares                                  
                                                                              
    The HGCH Directors intend that the listing of the HGCH Shares             
    on the Stock Exchange will be withdrawn if the Scheme is                  
    implemented and will be maintained in the event the Scheme is             
    not approved or lapses.                                                   
                                                                              
    Possible discloseable transaction and connected transaction for           
    HTIL                                                                      
                                                                              
    The Proposal constitutes a possible discloseable transaction              
    for HTIL under the Listing Rules. A circular providing details            
    of the Proposal will be despatched to the HTIL Shareholders in            
    accordance with the relevant requirements of the Listing Rules.           
                                                                              
    Following the Scheme becoming effective and to the extent