10:05 TCC INT'L HOLD<01136> - Announcement (2) made all reasonable enquires, the placees are third parties who are not connected with any of the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or any of their respective associates. The sale price under the Disposal of the Market Sale Shares was NT$37.55 (approximately HK$9.27) for each Market Sale Share, giving an aggregate consideration of NT$194,228,000 (approximately HK$47,958,000), before expenses. The sale price for each Market Sale Share of NT$37.55 (approximately HK$9.27) represents a discount of approximately 2% to the Closing Price of NT$38.30 (approximately HK$9.46) on 3 May, 2005. The sale price was determined with reference to the closing price of Far EasTone Telecom Shares, the block trade nature of the Disposal of the Market Sale Shares in light of the average trading volume of 8,260,000 Far EasTone Telecom Shares per trading day during April, 2005 on the normal open market over the counter trade session on the GreTai Securities Market in Taiwan. C. GDR DISPOSAL On 3 May, 2005, HKC Investment entered into the GDR Placement Agreement under which HKC Investment (as seller) has agreed to sell the Sale GDRs under a placing arranged by CSFB (as placing agent). Each Far EasTone Telecom GDR represents 15 Far EasTone Telecom Shares. As such, the Sale GDRs represent 17,890,005 Far EasTone Telecom Shares (representing approximately 0.47% of the issued share capital of Far EasTone Telecom). The conditions under the GDR Placement Agreement include, among other matters, that the Sale GDRs shall be delivered at the completion of the placing of the Sale GDRs (the `Completion') in accordance with the terms of the GDR Placement Agreement and there has been no material adverse change or any development involving a prospective material adverse change in the business or financial condition of Far EasTone Telecom shall have occurred or been announced between the date of the GDR Placement Agreement and the date of Completion. The placing of the Sale GDRs was completed on 6 May, 2005 The sale price under the Disposal of the Sale GDRs is US$18 (approximately HK$140.40) for each GDR, giving an aggregate consideration for the Sale GDRs of approximately US$21,468,000 (approximately HK$167,450,400), before expenses. As each Far EasTone Telecom GDR represents 15 Far EasTone Telecom Shares, the sale price for each Sale GDR of US$18 (approximately HK$140.40 and approximately NT$563.36) is equivalent to a price of US$1.20 (approximately NT$37.55) per Far EasTone Telecom Share which represents a discount of approximately 2% to the Closing Price of NT$38.30 (approximately HK$9.46) on 3 May, 2005. The sale price was determined following commercial negotiations between the parties to the GDR Placement Agreement after taking into account the closing price of Far EasTone Telecom Shares on that date and the prices of the CSFB Sale Shares and the Market Sale Shares. D. INFORMATION ON FAR EASTONE TELECOM Far EasTone Telecom is a company incorporated in Taiwan whose shares are traded over the counter on the GreTai Securities Market in Taiwan. It is principally engaged in providing cellular mobile communication services in Taiwan. The audited consolidated net profit of Far EasTone Telecom before and after taxation, extraordinary items for the two years ended 31 December, 2003 and 31 December, 2004 and the audited consolidated total asset value of Far EasTone Telecom as at 31 December, 2004 are set out below: 2003 2004 As at 31 Dec, 2004 Profit Profit Profit Profit Total before after tax before after asset tax tax tax value NT$'000 8,126,077 8,188,133 16,203,175 14,043,076 108,709,14 0 (approxima 2,006,439 2,021,761 4,000,784 3,467,426 26,841,763 tely HK$'000) The Group is beneficially interested (including through the Far EasTone GDRs held by the Group) in 83,370,552 Far EasTone Telecom Shares (representing approximately 2.17% of its issued share capital) and 59,370,547 Far EasTone Telecom Shares (representing approximately 1.55% of its issued share capital) before and after completion of the Disposals respectively. E. REASONS FOR THE DISPOSALS