09:36 HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-6 States absent registration or exemption from registration. The cash consideration of HK$0.65 per Scheme Share under the Cash Alternative of the Cancellation Consideration represents: * a premium of approximately 36.84% over the closing price of HK$0.475 per HGCH Share as quoted on the Stock Exchange on the HGCH Last Trading Day; * a premium of approximately 44.61% over the average closing price of approximately HK$0.449 per HGCH Share based on the daily closing prices as quoted on the Stock Exchange over the 1 month period from 29 March 2005 up to and including the HGCH Last Trading Day; * a premium of approximately 43.09% over the average closing price of approximately HK$0.454 per HGCH Share based on the daily closing prices as quoted on the Stock Exchange over the 12 month period from 26 April 2004 up to and including the HGCH Last Trading Day; and * a premium of approximately 1797.81% over the audited consolidated net asset value per HGCH Share of approximately HK$0.034 as at 31 December 2004. On the basis of the consideration of HK$0.65 per Scheme Share under the Cash Alternative, the Proposal values the entire Scheme Shares at (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. The Cancellation Consideration payable by HTIL in cash under the Scheme and funds for repayment of any indebtedness incurred pursuant to the HWL Vendor Share Arrangement will be financed from external financing facilities. 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. The value of HK$0.7048 per Scheme Share under the Share Alternative of the Cancellation Consideration represents: * a premium of approximately 48.38% over the closing price of HK$0.475 per HGCH Share as quoted on the Stock Exchange on the HGCH Last Trading Day; * a premium of approximately 56.81% over the average closing price of approximately HK$0.449 per HGCH Share based on the daily closing prices as quoted on the Stock Exchange over the 1 month period from 29 March 2005 up to and including the HGCH Last Trading Day; * a premium of approximately 55.16% over the average closing price of approximately HK$0.454 per HGCH Share based on the daily closing prices as quoted on the Stock Exchange over the 12 month period from 26 April 2004 up to and including the HGCH Last Trading Day; and * a premium of approximately 1957.81% over the audited consolidated net asset value per HGCH Share of approximately HK$0.034 as at 31 December 2004. INFORMATION ON THE HGCH GROUP