09:39     HUTCH TELECOM<02332> & HGC HOLDINGS<00757>-Ann. & Resumed-13        

    Proposal becomes effective or the beneficial interest in such             
    HGCH Shares should the Proposal fail or lapse. Accordingly, Mr.           
    Fok will make no financial gain out of the implementation of              
    the Proposal. An application has been made to the Executive for           
    a waiver from the strict compliance with the requirements under           
    Rule 2.4 of the Takeovers Code. Mr. Fok will however be required          
    to abstain from voting at the Court Meeting on the resolution             
    for approving the Scheme. In view of the interests of HTIL in             
    the Proposal, parties acting in concert with HTIL will also               
    abstain from voting on the Scheme at the Court Meeting. Save              
    and except for the above, none of the other common directors              
    for both HTIL and HGCH holds any HGCH Shares as at the                    
    Announcement Date.                                                        
                                                                              
    The HTIL Board believes that HTIL will continue to maintain its           
    public float required under the Listing Rules following                   
    implementation of the Proposal, whether or not the DoCoMo's               
    Option is exercised prior thereto.                                        
                                                                              
    HTIL has appointed ABN AMRO as its financial adviser in                   
    connection with the Proposal. ABN AMRO is satisfied that                  
    sufficient financial resources are available to HTIL for the              
    implementation of the Proposal.                                           
                                                                              
    The HGCH Independent Board Committee will be formed to advise             
    the HGCH Independent Shareholders in connection with the                  
    Proposal.                                                                 
                                                                              
    The Scheme Document containing, among other things, further               
    details about the Proposal and the Scheme, the expected timetable,        
    the explanatory statement required under the Companies Act,               
    information regarding the HGCH Group and the HTIL Group, the              
    recommendation of the HGCH Independent Board Committee with               
    respect to the Proposal, a letter of advice from the independent          
    financial adviser to the HGCH Independent Board Committee, a              
    notice of the Court Meeting and a notice of a special general             
    meeting of HGCH will be despatched to the HGCH Shareholders               
    (subject to regulatory restrictions that may limit distribution           
    in jurisdictions other than Hong Kong) as soon as practicable             
    and in compliance with the requirements of the Takeovers Code.            
                                                                              
    POSSIBLE DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION FOR           
    HTIL                                                                      
                                                                              
    The Proposal, if made, constitutes a possible discloseable                
    transaction for HTIL, which is subject to the reporting,                  
    announcement and circular requirements of the Listing Rules.              
    A circular providing further 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 that            
    there are any Connected Scheme Shareholders, satisfaction of              
    the Cancellation Consideration by HTIL in favour of such                  
    Connected Scheme Shareholders will constitute a connected                 
    transaction for HTIL under the Listing Rules. To the extent 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 pursuant to the            
    HWL Vendor Share Arrangement 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 purpose of making             
    available the HWL Vendor Share Arrangement is to enable                   
    satisfaction of the Share Alternative elected by any Connected            
    Scheme Shareholder without involving an issue of new HTIL Shares          
    to any connected person of HWL or HTIL. The provision of any              
    such financial assistance from the HWL Vendor will be on an               
    unsecured basis and on