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Guoco Group Limited
(Incorporated in Bermuda with limited liability)

CONNECTED TRANSACTIONS

On 7th June, 2001 , Beijing Minghua Property Development Co., Ltd. ("Beijing Minghua"), a subsidiary of Guoco Group Limited ("the Company") entered into the following agreements in respect of the sale of certain units of Corporate Square, No. 35 Financial Street, Xi Cheng District, Beijing, the People's Republic of China ("Corporate Square"):-

a) A sale and purchase agreement was entered into between Beijing Minghua and inter alia, Beijing Huarong Property Co. Ltd. ("BHPC") as one of the joint purchasers for Unit 23, 11/F., Block B of Corporate Square for a consideration of US$286,437; and

b) A sale and purchase agreement was entered into between Beijing Minghua and BHPC as purchaser for Units 24, 27 and 28, 11/F., Block B and 2 carparking spaces of the Corporate Square for an aggregate consideration of US$929,539.

Beijing Minghua is a 75% owned subsidiary of Guoco Properties Limited which is owned as to 55% by the Company and 45% by First Capital Corporation Ltd, a 54.4% subsidiary of the Company.

BHPC is a subsidiary of Beijing Huarong Investment Co. Ltd. ("Huarong") which is a substantial shareholder of Beijing Minghua. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), both of these sale and purchase agreements constitute connected transactions of the Company. Details of these transactions will be included in the next published annual reports and accounts of the Company in accordance with Rule 14.25(1) of the Listing Rules.

INFORMATION REGARDING THE SALE AND PURCHASE AGREEMENTS DATED 7th June, 2001

a) Property

Unit 23, 11/F., Block B, Corporate Square

Parties

Vendor:Beijing Minghua
Joint Purchasers:BHPC and , which own as to 51% and 49% respectively of the property

Gross Floor Area

152.36 square metre

Consideration

US$286,437, representing US$1,880 per square metre, was paid upon the execution of the sale and purchase agreement. The consideration was determined after arm's length negotiations with reference to the recently transacted price of units in Corporate Square.

b) Properties

Units 24, 27 and 28, 11/F., Block B and 2 carparking spaces Nos. 120 and 121 on basement 2 of the Corporate Square

Parties

Vendor:Bejing Minghua
Purchaser:BHPC

Gross Floor Area

471.31 square metre (excluding the area of the 2 carparking spaces on basement 2)

Consideration

The aggregate consideration of US$929,539, representing US$1,880 per square metre for the floor area and US$21,738 per car parking space, was paid upon the execution of the said agreement. The consideration was determined after arm's length negotiations with reference to the recently transacted price of units in Corporate Square.

RATIONALE FOR THE SALE

Beijing Minghua is the developer of the Corporate Square, a 17-storey office development in Beijing, the People's Republic of China. As at 7th June, 2001, approximately 52% of the office space in Corporate Square had been sold and about 48% of the office areas had been leased out. Management of Beijing Minghua continues to market the remaining leased out office space for sale at prevailing market prices. The sale of such units are in the ordinary and usual course of business of Beijing Minghua. The Directors of the Company, including the independent non-executive directors, are of the view that the terms of the sale and purchase agreements are on normal commercial terms with reference to the recently transacted price of units in Corporate Square between Beijing Minghua and an independent third party and were fair and reasonable and in the best interests of the Company.

BUSINESS

The Company is an investment holding company and the principal activities of the subsidiaries include commercial banking, retail banking and financing; property development, investment and management; stock, commodity and bullion broking; insurance and fund management.

CONNECTED TRANSACTIONS

Bejing Minghua is a 75% owned subsidiary of Guoco Properties Limited which is owned as to 55% by the Company and 45% by First Capital Corporation Ltd, a 54.4% subsidiary of the Company. The remaining 25% interest in Beijing Minghua is owned by an independent third party, Huarong. BHPC is a subsidiary of Huarong and pursuant to the Listing Rules, these two sale and purchase agreements constitute connected transactions of the Company. Since the total consideration is less than 3% of the latest audited consolidated net tangible asset value of the Company as at 30th June, 2000, pursuant to Rule 14.25(1) of the Listing Rules, no independent shareholders' approval is required. Details of the transactions will be included in the next published annual report and accounts of the Company.



By Order of the Board
Doris W.N. Wong
Company Secretary

Hong Kong, 8th June, 2001

Please also refer to the published version of this announcement in South China Morning Post and Hong Kong Economic Journal.


Source: Guoco Group Limited
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