09:35     HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-5         

    The aggregate value of the Cancellation Consideration under the           
    Share Alternative is approximately HK$2.310 billion and,                  
    assuming full exercise of all the Outstanding HGCH Share Options          
    prior to the Record Date, approximately HK$2.389 billion.                 
                                                                              
    The Scheme Shareholders may elect either the Share Alternative            
    or the Cash Alternative as the form of Cancellation Consideration         
    in respect of their holdings of the Scheme Shares. HTIL will              
    not revise the terms of the Proposal as set out above.                    
                                                                              
    As at the Announcement Date, there were 6,903,975,961 HGCH Shares         
    in issue and the Scheme Shareholders were interested in                   
    3,277,087,168 HGCH Shares, representing approximately 47.47%              
    of the entire issued share capital of HGCH. Out of such                   
    3,277,087,168 HGCH Shares, 2,705,731,333 are held by HGCH                 
    Independent Shareholders and 571,355,835 HGCH Shares are held             
    by HGCH Shareholders who are not HGCH Independent Shareholders.           
    In addition, there were 112,900,000 Outstanding HGCH Share                
    Options granted under the HGCH Share Option Scheme, of which              
    25,000,000 are held by HGCH Directors and the remaining are held          
    by employees of HGCH. Pursuant to the rules of the HGCH Share             
    Option Scheme, if the Proposal is made, holders of the                    
    Outstanding HGCH Share Options shall, notwithstanding any other           
    terms on which these options were granted, be entitled to                 
    exercise (to the extent not already exercised) such options up            
    to the Record Date for entitlements under the Scheme. HTIL will           
    make an appropriate offer to the holders of the Outstanding HGCH          
    Share Options in accordance with the Takeovers Code.                      
                                                                              
    A total of approximately 312,103,540 HTIL Shares, representing            
    approximately 6.94% of the existing issued share capital of HTIL,         
    or approximately 6.49% 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, none of the             
    Outstanding HGCH Share Options has been exercised prior to the            
    Record Date and all Scheme Shareholders elect for 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.                                           
                                                                              
    Fractions of HTIL Shares less than a board lot will not be issued         
    to the Scheme Shareholders. Fractional entitlements to the HTIL           
    Shares will be aggregated and sold in the market with the proceeds        
    distributed pro rata to the Scheme Shareholders entitled to them.         
    However, individual entitlements of less than HK$100 will not             
    be paid to the Scheme Shareholders but will be retained for the           
    benefit of the HTIL Group.                                                
                                                                              
    The HTIL Shares to be issued pursuant to the Proposal will be             
    issued and credited as fully paid up and will rank pari passu             
    with the existing HTIL Shares at the date of issue and are                
    expected to be allotted and issued at HK$7.40 per HTIL Share              
    under the general mandate to be granted to the HTIL Directors             
    at the annual general meeting of HTIL convened to be held on              
    5 May 2005. An application will be made to the Stock Exchange             
    for the listing of, and permission to deal in, HTIL Shares to             
    be issued in satisfaction of the Share Alternative of the                 
    Cancellation Consideration. The HTIL Shares to be issued in               
    satisfaction of the Share Alternative will not be registered              
    with the United States Securities and Exchange Commission and             
    may not be offered or sold in the United