09:38     HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-11        

    (c)     the sanction of the Scheme (with or without modifications)        
    by the Supreme Court of Bermuda and delivery to the Registrar             
    of Companies in Bermuda of a copy of the order of the Supreme             
    Court of Bermuda for registration;                                        
                                                                              
    (d)     the necessary compliance with the procedural requirements         
    of Section 46(2) of the Companies Act in relation to the reduction        
    of the issued share capital of HGCH;                                      
                                                                              
    (e)     the granting by the Stock Exchange of the listing of, and         
    permission to deal in, the HTIL Shares which fall to be issued            
    pursuant to the Proposal;                                                 
                                                                              
    (f)     the Authorisations having been obtained or made from, with        
    or by (as the case may be) the Relevant Authorities, in Bermuda,          
    Hong Kong and/or any other relevant jurisdictions;                        
                                                                              
    (g)     all Authorisations remaining in full force and effect without     
    variation, and all necessary statutory or regulatory obligations          
    in all relevant jurisdictions having been complied with and no            
    requirement having been imposed by any Relevant Authorities               
    which is not expressly provided for, or is in addition to                 
    requirements expressly provided for, in relevant laws, rules,             
    regulations or codes in connection with the Proposal or any               
    matters, documents (including circulars) or things relating               
    thereto, in each aforesaid case up to and at the time when the            
    Scheme becomes effective;                                                 
                                                                              
    (h)     all necessary consents which may be required under any            
    existing contractual obligations of HGCH being obtained; and              
                                                                              
    (i)     if required, the obtaining by HTIL of such other necessary        
    consent, approval, authorisation, permission, waiver or                   
    exemption which may be required from any Relevant Authorities             
    or other third parties which are necessary or desirable for the           
    performance of the Scheme under the applicable laws and                   
    regulations.                                                              
                                                                              
    HTIL reserves the right to waive conditions (f), (g), (h) and/or          
    (i), either in whole or in respect of any particular matter.              
    All of the above conditions will have to be fulfilled or waived,          
    as applicable, on or before 31 October 2005 (or such later date           
    as HTIL and HGCH may agree or as the Supreme Court of Bermuda             
    may direct), otherwise the Scheme will lapse.                             
                                                                              
    HTIL has indicated that if the Proposal is approved at the Court          
    Meeting, it will procure the voting of its beneficial interests           
    in HGCH in favour of the special resolution to be proposed at             
    the special general meeting of HGCH to be convened following              
    the Court Meeting to approve and give effect to the Proposal              
    (including the cancellation of the Scheme Shares and the                  
    reduction of the issued share capital of HGCH).                           
                                                                              
                                                                              
    Warning:                                                                  
                                                                              
    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 above 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                                  
                                                                              
    Upon the Scheme becoming effective, all Scheme Shares