09:35     HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-4         

    that there are any Connected Scheme Shareholders, satisfaction            
    of the Cancellation Consideration by HTIL in favour of such               
    Connected Scheme Shareholder will constitute a connected                  
    transaction for HTIL under the Listing Rules. To the extent that          
    any such Connected Scheme Shareholder shall elect the Share               
    Alternative as the form of Cancellation Consideration in respect          
    of its holding of the Scheme Shares, HTIL will procure the HWL            
    Vendor to transfer such number of its holding of HTIL Shares              
    in issue as to satisfy the election and will in return assume             
    an indebtedness owing to the HWL Vendor in the amount of the              
    value of the Share Alternative satisfied on HTIL's behalf. The            
    provision of any such financial assistance from the HWL Vendor            
    will be on an unsecured basis and on normal commercial terms.             
    HTIL shall comply with any disclosure and other requirements              
    applicable under the Listing Rules in relation to any such                
    connected transaction.                                                    
                                                                              
    Suspension and resumption of trading in the HGCH Shares, the              
    HTIL Shares and ADSs                                                      
                                                                              
    At the request of HGCH, trading in the HGCH Shares on the Stock           
    Exchange was suspended from 9:30 a.m. on 26 April 2005 (Hong              
    Kong time) pending the issue of this announcement. Application            
    has been made by HGCH to the Stock Exchange for resumption of             
    trading in the HGCH Shares with effect from 9:30 a.m. on 4 May            
    2005.                                                                     
                                                                              
    At the request of HTIL, trading in the HTIL Shares on the Stock           
    Exchange was suspended from 9:30 a.m. on 3 May 2005 (Hong Kong            
    time) and trading in the HTIL ADSs on the New York Stock Exchange,        
    Inc. was suspended from 9:30 a.m. on 3 May 2005 (New York time)           
    pending the issue of this announcement. Application has been              
    made by HTIL to the Stock Exchange for resumption of trading              
    in the HTIL Shares with effect from 9:30 a.m. on 4 May 2005 and           
    trading in the HTIL ADSs is expected to resume with effect from           
    9:30 a.m. on 4 May 2005 (New York time).                                  
                                                                              
                                                                              
    INTRODUCTION                                                              
                                                                              
    On 29 April 2005, HTIL, the controlling shareholder of HGCH,              
    requested the HGCH Directors to put forward a proposal to the             
    Scheme Shareholders regarding a proposed privatisation of HGCH            
    by way of a scheme of arrangement under Section 99 of the                 
    Companies Act involving the cancellation of all the Scheme Shares.        
                                                                              
    TERMS OF THE PROPOSAL                                                     
                                                                              
    The Proposal, if made, will provide that all Scheme Shares will           
    be cancelled and, in consideration thereof, each Scheme                   
    Shareholder will be entitled to receive either:                           
                                                                              
    (a)     for every 21 Scheme Shares, 2 HTIL Shares valuing each HGCH       
    Share at HK$0.7048 (the "Share Alternative"); or                          
                                                                              
    (b)     for each Scheme Share, HK$0.65 in cash (the "Cash                 
    Alternative").                                                            
                                                                              
    The Share Alternative, valuing at HK$0.7048 per HGCH Share, has           
    been determined with reference to the closing price of HK$0.475           
    per HGCH Share on the HGCH Last Trading Day and the closing price         
    of HK$7.40 per HTIL Share on 29 April 2005, being the trading             
    day immediately prior to the Announcement Date.                           
                                                                              
    The aggregate value of the Cancellation Consideration under the           
    Cash Alternative is approximately HK$2.130 billion and, assuming          
    full exercise of all the Outstanding HGCH Share Options prior             
    to the Record Date, approximately HK$2.203 billion.