10:13     HUTCHISON<00013> - Announcement (2)                                 

    million (or approximately HK$3,091 million). The Company has              
    previously satisfied GBP80 million (or approximately HK$1,178             
    million) of the consideration for the DoCoMo Acquisition by               
    procuring a transfer of 187,966,653 HTIL Shares to DoCoMo in              
    October 2004. The Company's Option to satisfy the remaining               
    purchase price in the form of HTIL shares has not been exercised          
    and has lapsed. The Company has previously paid in cash GBP60             
    million (or approximately HK$883 million) of the consideration            
    for the KPN Acquisition. The balance of the total consideration           
    payable in cash by the Company on Completion is GBP70 million (or         
    approximately HK$1,031 million) together with interest and, in            
    the case of the DoCoMo Acquisition, transaction costs payments            
    and subject to adjustments to be made with reference to the HTIL          
    trading price in accordance with the terms of the DoCoMo                  
    Acquisition Agreement. Payments to DoCoMo are to be in US$                
    equivalent of the relevant amount. This consideration will be             
    funded by the Company's internal resources. Completion will               
    occur on 23 June 2005, or such earlier date as may be agreed              
    by the Company and DoCoMo and KPN respectively.                           
                                                                              
    On Completion, the Company will record a net profit of                    
    approximately HK$9,400 million reflecting an elimination of the           
    credit balance in the Company's balance sheet relating to                 
    DoCoMo's and KPN's minority interests in 3G UK HoldCo.                    
                                                                              
    DOCOMO'S OPTION                                                           
                                                                              
    As previously announced, DoCoMo has a DoCoMo's Option,                    
    exercisable up to 24 May 2005, to require the Company to purchase         
    or procure the purchase of all the 187,966,653 HTIL Shares it             
    acquired in October 2004 in connection with the DoCoMo                    
    Acquisition.                                                              
                                                                              
    If DoCoMo gives notice of its intention to exercise the DoCoMo's          
    Option, the Company intends to purchase all the 187,966,653 HTIL          
    Shares. The price at which the DoCoMo's Option may be exercised           
    is determined in accordance with the formula set out in the DoCoMo        
    Acquisition Agreement, namely, an amount per share which is equal         
    to 95% of 5 day VWAP immediately prior to the date on which DoCoMo        
    gives such exercise notice. An acquisition of 187,966,653 HTIL            
    Shares will raise the Company's indirect shareholding interest            
    in HTIL from approximately 70.2% to 74.3% of HTIL's current               
    issued share capital.                                                     
                                                                              
    The Company will comply with the connected transaction                    
    requirements of Chapter 14A of the Listing Rules and any                  
    requirements (to the extent not waived) under the Takeover Code           
    in event the DoCoMo's Option is exercised.                                
                                                                              
    REASONS FOR ACCELERATING THE 3G UK HOLDCO ACQUISITION                     
                                                                              
    Both the DoCoMo Acquisition Agreement and the KPN Acquisition             
    Agreement confer a right on the Company to accelerate completion          
    of the DoCoMo Acquisition and the KPN Acquisition from 15                 
    February 2007 and 31 December 2007 respectively to an earlier             
    date.                                                                     
                                                                              
    3G UK HoldCo will become an indirect wholly owned subsidiary              
    of the Company upon Completion. This will give the Company full           
    control of 3G UK HoldCo, simplify the group structure of 3G UK            
    HoldCo, and increase 3G UK HoldCo's financing flexibility.                
                                                                              
    The Directors, including the independent non-executive                    
    Directors, consider that an acceleration of the 3G UK HoldCo              
    Acquisition to be in the interests of the Company and its                 
    shareholders taken as a whole.                                            
                                                                              
    GENERAL