ANNOUNCEMENTS

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

INTRODUCTION

The respective boards of directors of Lap Heng Company, Limited ("Lap Heng"), Guoco Group Limited ("Guoco") and Dao Heng Bank Group Limited ("Dao Heng") jointly announce that on 1st November, 1996, the following agreements were entered into:-

1. a conditional share purchase agreement (the "Share Purchase Agreement") between Lap Heng's controlling shareholders comprising Lipton Chuang Holdings Inc., Christine Chuang, John Chuang, Vincent Chuang, Leo Chuang, Lipflo Company Limited, Michael Chuang, Lipton Chuang and Florence Chuang (together the "Controlling Shareholders") and Guoco, pursuant to which Guoco agreed to acquire from the Controlling Shareholders their entire holding of 27,494,354 shares (the "Purchase Shares") of HK$2.00 each in the capital of Lap Heng (the "Shares") at HK$10.177 per Share, representing approximately 48.8 per cent. of the existing issued share capital of Lap Heng;
   
2. a conditional sale and purchase agreement (the "Wu Chung House Agreement") between Dao Heng Bank Limited ("Dao Heng Bank"), a wholly owned subsidiary of Dao Heng, and W.C.H. Limited ("W.C.H."), a company incorporated in the British Virgin Islands and presently a wholly- owned subsidiary of Dao Heng Bank, pursuant to which W.C.H. agreed to acquire from Dao Heng Bank all the office units on the 33rd, 34th and 35th floors of Wu Chung House, 213 Queen's Road East, Hong Kong (the "Wu Chung House Property");
   
3. a conditional share purchase agreement (the "W.C.H. Limited Agreement") between Lap Heng and Dao Heng Bank, pursuant to which Lap Heng agreed to acquire from Dao Heng Bank all the 500,000 issued ordinary shares of W.C.H.;
   
4. a conditional sale and purchase agreement (the "Overseas Trust Bank Building Agreement") between Overseas Trust Bank, Limited ("OTB"), a wholly owned subsidiary of Dao Heng Bank, and Wanchai Property Investment Limited ("Wanchai Property Investment"), a company incorporated in the British Virgin Islands and presently a wholly-owned subsidiary of OTB, pursuant to which Wanchai Property Investment agreed to acquire from OTB the 17th, 18th, 19th, 22nd, 24th, 25th, 26th and 27th floors, penthouse and car parking spaces nos. 9, 10, 11, 12, 13 and 14 on the 2nd floor of the Overseas Trust Bank Building, 160 Gloucester Road, Wanchai, Hong Kong (the "OTB Property");
   
5. a conditional share purchase agreement (the "Wanchai Property Investment Limited Agreement" and, together with the Wu Chung House Agreement, the W.C.H. Limited Agreement and the Overseas Trust Bank Building Agreement, the "Property Agreements") between Lap Heng and OTB, pursuant to which Lap Heng agreed to acquire from OTB all the 500,000 ordinary shares of Wanchai Property Investment;
   
6. a conditional subscription agreement (the "Subscription Agreement") between Lap Heng and Guoco for the subscription by Guoco of 45,000,000 new Shares (the "Subscription Shares") at a price of HK$8.00 per Share;
   
7. a conditional agreement (the "Disposal Agreement") between Lap Heng and Riverton International Corporation ("Riverton"), a company associated with the Controlling Shareholders, pursuant to which Riverton agreed to acquire from Lap Heng certain assets of Lap Heng for an aggregate consideration of HK$3,497,658.68 plus US$162,237 (subject to adjustment in respect of the net asset value of Victoria Finance Limited at Completion); and
   
8. a conditional agreement (the "Office Agreement") for the assignment by Lap Heng to Lipflo Company Limited (one of the Controlling Shareholders) of its office premises at 1603, Nine Queen's Road Central.
   

Save for the transactions as contempleted in this announcement, Guoco and Dao Heng are otherwise independent third parties not connected with the directors, chief executive or substantial shareholders of Lap Heng or its subsidiaries or their respective associates. Lap Heng, Guoco and Dao Heng are public companies whose shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Dao Heng is owned as to approximately 70 per cent. by Guoco.

SHARE PURCHASE AGREEMENT

Pursuant to the Share Purchase Agreement, the Controlling Shareholders as beneficial owners have conditionally agreed to sell and Guoco has conditionally agreed to purchase the Purchase Shares, representing the Controlling Shareholders' entire interests in Lap Heng, for a total cash consideration of HK$279,810,041, equivalent to HK$10.177 per Share (the "Share Purchase Consideration") (subject to adjustment as referred to below), payable upon the completion of the Share Purchase Agreement which is presently expected to be on or around 15th January, 1997. The Share Purchase Consideration has been determined on an arm's length and commercial basis with reference to the audited net asset value of Lap Heng of approximately HK$451.2 million as at 31st March, 1996 adjusted for the effect of the Disposal Agreement, the projected earnings of Lap Heng up to 31st December, 1996 as estimated by the directors of Lap Heng and reviewed by its auditors and a premium to reflect, inter alia, the listed status of Lap Heng. The Share Purchase Consideration will also be adjusted, to reflect any delay in completion of the Share Purchase Agreement beyond 31st December, 1996, by the interest which would be earned at the one month deposit rate offered by The Hongkong and Shanghai Banking Corporation Limited on 30th November, 1996 on a deposit of the forecast net asset value of Lap Heng as at 31st December, 1996 during the period from 1st January, 1997 to the date of completion of the Share Purchase Agreement less the pro rata proportion of HK$730,000 (being the estimated monthly expenses of Lap Heng) during that period. The Purchase Shares will be acquired by Guoco free from all charges and encumbrances and all other rights exercisable by or claims by third parties.

Completion of the Share Purchase Agreement is conditional upon the Subscription Agreement, the Property Agreements, the Disposal Agreement and the Office Agreement having been approved by the shareholders other than the Controlling Shareholders and their associates (the "Independent Shareholders") of Lap Heng and by the shareholders of Dao Heng other than Guoco and its associates in respect of the Property Agreements. Completion is also conditional on the Composite Offer Document to shareholders of Lap Heng referred to below being posted on or before 10th January, 1997. Guoco and Lap Heng have undertaken to co-operate in the preparation of the Composite Offer Document on or before such date. If any of the conditions is not fulfilled on or before 28th January, 1997, all obligations of the parties under the Share Purchase Agreement shall terminate and no party shall have any claim against any other party.

THE PROPERTY AGREEMENTS

(i) The Wu Chung House Agreement

Pursuant to the Wu Chung House Agreement, W.C.H. has conditionally agreed to acquire and Dao Heng Bank has conditionally agreed to sell the Wu Chung House Property in consideration of the allotment to Dao Heng Bank of 499,998 ordinary shares of HK$1.00 each and 4,500,000 floating rate undated preference shares of HK$1.00 each in the capital of W.C.H. These preference shares have no voting rights except on resolutions affecting the preference shares. The allotment is to take place upon completion of the Wu Chung House Agreement.

The two ordinary shares of W.C.H. currently in issue are owned by Dao Heng Bank. The preference shares in W.C.H. will not be redeemable. Dividends on the preference shares will be payable on their par value half-yearly at a rate based on the 6-month inter-bank offered rate for Hong Kong dollars (currently approximately 5.6875 per cent.) plus 1 per cent. Such preference shares will continue to be held by Dao Heng Bank.

The Wu Chung House Property has a total gross floor area of approximately 74,000 square feet and is currently used by Dao Heng Bank as offices. In order to enable Dao Heng Bank to continue to use the Wu Chung House Property as offices, the Wu Chung House Agreement provides that all three floors will be let to Dao Heng Bank for a monthly rent of approximately HK$1.95 million for a term of two years from completion of the Wu Chung House Agreement. Dao Heng Bank also has an option for early termination after the expiry of one year of the said term by giving two months' written notice to W.C.H. The terms of the tenancy from W.C.H. to Dao Heng Bank were negotiated on an arm's length basis by reference to current market rentals as advised by an independent valuer and are comparable to the terms of a tenancy of the 32nd floor of Wu Chung House which Dao Heng Bank currently rents from an independent third party. The agreed form of the tenancy is annexed to the Wu Chung House Agreement. The tenancy agreement between W.C.H. and Dao Heng Bank will constitute a connected transaction for both Dao Heng and Lap Heng and will be subject to compliance with the Listing Rules.

(ii) The W.C.H. Limited Agreement

Pursuant to the W.C.H. Limited Agreement, Lap Heng has conditionally agreed to acquire and Dao Heng Bank has conditionally agreed to sell all the 500,000 issued ordinary shares of W.C.H. for a cash consideration of HK$461,500,000, payable upon completion of the W.C.H. Limited Agreement. Dao Heng Bank will retain the consideration received for general working capital purposes. This consideration was arrived at after arm's length negotiations and was agreed by reference to the net assets of W.C.H. attributable to the ordinary shares of W.C.H., based on an independent property valuation of HK$466,000,000 of the Wu Chung House Property carried out by Chesterton Petty as at 30th September, 1996. The Wu Chung House Property will, conditionally upon completion of the Wu Chung House Agreement, be the sole asset of W.C.H. W.C.H. will not have any assets or liabilities other than the Wu Chung House Property. Upon completion of the W.C.H. Limited Agreement, Dao Heng Bank will continue to hold the 4,500,000 floating rate undated preference shares in W.C.H.

(iii) The Overseas Trust Bank Building Agreement

Pursuant to the Overseas Trust Bank Building Agreement, Wanchai Property Investment has conditionally agreed to acquire and OTB has conditionally agreed to sell the OTB Property in consideration of the allotment to OTB of 499,998 ordinary shares of HK$1.00 each and 4,500,000 floating rate undated preference shares of HK$1.00 each in the capital of Wanchai Property Investment. These preference shares have no voting rights except on resolutions affecting the preference shares. The allotment is to take place upon completion of the Overseas Trust Bank Building Agreement.

The two ordinary shares of Wanchai Property Investment currently in issue are owned by OTB. The preference shares in Wanchai Property Investment will not be redeemable. Dividends on the preference shares will be payable on their par value half-yearly at a rate based on the 6-month inter-bank offered rate for Hong Kong dollars (currently approximately 5.6875 per cent.) plus 1 per cent. Such preference shares will continue to be held by OTB.

The OTB Property is a commercial property with a total gross floor area of approximately 67,000 square feet and is currently let to independent third parties not connected with the directors, chief executive or substantial shareholders of Lap Heng, Dao Heng or Guoco or their respective subsidiaries or their respective associates under various tenancies expiring up to 31st December, 1997. The total rental income generated by the OTB Property for the month of October 1996 amounted to approximately HK$1.835 million.

(iv) The Wanchai Property Investment Limited Agreement

Pursuant to the Wanchai Property Investment Limited Agreement, Lap Heng has conditionally agreed to acquire and OTB has conditionally agreed to sell all the 500,000 issued ordinary shares of Wanchai Property Investment for a cash consideration of HK$365,500,000, payable upon completion of the Wanchai Property Investment Limited Agreement. OTB will retain the consideration received for general working capital purposes. This consideration was arrived at after arm's length negotiations and was agreed by reference to the net assets of Wanchai Property Investment attributable to the ordinary shares of Wanchai Property Investment, based on an independent property valuation of HK$370,000,000 of the OTB Property carried out by Chesterton Petty as at 30th September, 1996. The OTB Property will, conditionally upon completion of the Overseas Trust Bank Building Agreement, be the sole asset of Wanchai Property Investment. Wanchai Property Investment will not have any assets or liabilities other than the OTB Property. Upon completion of the Wanchai Property Investment Limited Agreement, OTB will continue to hold the 4,500,000 floating rate undated preference shares in Wanchai Property Investment.

The total consideration of HK$827,000,000 payable by Lap Heng under the Property Agreements will be financed as to HK$467 million by internal resources of Lap Heng and as to the balance by the proceeds from the Subscription of HK$360 million referred to below. The Property Agreements constitute a very substantial acquisition of Lap Heng and a connected transaction for Dao Heng under the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and are conditional upon, inter alia, the following:-

1. the Independent Shareholders passing at an extraordinary general meeting of Lap Heng ordinary resolutions to approve the Property Agreements;
   
2. the shareholders of Dao Heng other than Guoco and its associates passing at a special general meeting of Dao Heng ordinary resolutions to approve the Property Agreements; and
   
3. the Subscription Agreement, the Share Purchase Agreement and the Disposal Agreement having become unconditional.
   

The Controlling Shareholders who together hold a 48.8 per cent. interest in Lap Heng will abstain from voting on the resolutions to approve the Property Agreements. Guoco and its associates who together hold 70 per cent. in Dao Heng will abstain from voting at the special general meeting of Dao Heng to consider the Property Agreements.

THE SUBSCRIPTION AGREEMENT

Pursuant to the Subscription Agreement, Guoco has conditionally agreed to subscribe in cash for the 45,000,000 Subscription Shares (the "Subscription") at a subscription price of HK$8.00 per Subscription Share (the "Subscription Price"). The Subscription Shares represent approximately 79.9 per cent. of the existing issued share capital of Lap Heng and approximately 44.4 per cent. of the issued share capital of Lap Heng as enlarged by the issue of the Subscription Shares. The total consideration payable by Guoco under the Subscription is HK$360 million and will be financed by the internal resources and/or external borrowings of Guoco. The Subscription Price represents a premium of approximately 2.6 per cent. over the last closing price of HK$7.80 per Share as quoted on the Stock Exchange on 29th March, 1996 immediately prior to the suspension of trading of the Shares on 1st April, 1996.

Completion of the Subscription Agreement is conditional upon, inter alia, the following:-

1. the Independent Shareholders passing at an extraordinary general meeting of Lap Heng ordinary resolutions to increase Lap Heng's authorised share capital and to grant the directors of Lap Heng authority to allot the Subscription Shares to Guoco or its nominee;
   
2. the Stock Exchange agreeing to restore dealings in the Shares, to continued listing of Lap Heng and continued trading of the Shares on the Stock Exchange;
   
3. the Stock Exchange agreeing to grant a listing of and permission to deal in the Subscription Shares; and
   
4. the Property Agreements, the Share Purchase Agreement, the Disposal Agreement and the Office Agreement having become unconditional.
   

Application will be made to the Stock Exchange for the listing of and permission to deal in the Subscription Shares. The Subscription Shares, when issued, will rank pari passu in all respects with the existing issued Shares.

The proceeds of HK$360 million from the Subscription will be used to finance part of the consideration payable by Lap Heng under the Property Agreements.

THE DISPOSAL AGREEMENT AND THE OFFICE AGREEMENT

Pursuant to the Disposal Agreement, Lap Heng has conditionally agreed to sell and Riverton has conditionally agreed to acquire (i) the entire issued share capitals of all the subsidiaries of Lap Heng namely Lap Heng Investment Company Limited, Fuma Watchcase Manufacturing Company Limited, International Mercantile Enterprise & Agency Limited, Richfield International Management, Inc. and Victoria Finance Limited and Lap Heng's interest in Lonoke Limited, Lap Heng (BVI) Limited and American International Bank; (ii) two motor cars and (iii) furniture and fixtures in the office and workshop and certain other miscellaneous assets (together the "Disposal Assets"). The total consideration for the Disposal Assets is HK$3,497,658.68 plus US$162,237 (subject to adjustment in respect of the net asset value of Victoria Finance Limited at Completion). Such consideration is arrived at after arm's length negotiations and is equivalent to the total net asset value of the Disposal Assets as at 31st March, 1996 and adjusted for a forecast of changes of net assets of the subsidiaries of Lap Heng during the period from 1st April, 1996 to 31st December, 1996 and subsequent valuation of certain of the Disposal Assets by Sallmans Hong Kong Limited, an independent valuer.

Pursuant to the Office Agreement, Lap Heng has agreed to assign to Lipflo Company Limited (one of the Controlling Shareholders) the tenancy of Lap Heng's offices at 1603, Nine Queen's Road Central (together with the rental deposit for those offices of HK$206,856) and Lipflo Company Limited has agreed to assume the obligations of Lap Heng in respect thereof.

Owing to the Chuang family's controlling interest in Lap Heng, the Disposal Agreement and the Office Agreement constitute a connected transaction of Lap Heng under the Listing Rules. The Disposal Agreement and the Office Agreement constitute a special deal according to Rule 25 of the Hong Kong Code on Takeovers and Mergers (the "Code"), and therefore requires the consent of the Executive Director of the Corporate Finance Division of the Securities and Futures Commission (the "Executive"). The granting of such consent will generally be conditional on, inter alia, an independent financial adviser to be appointed by Lap Heng stating that in its opinion, the terms of the Disposal Agreement and the Office Agreement are fair and reasonable, and the Disposal Agreement and the Office Agreement being approved by the Independent Shareholders by means of votes taken on a poll at an extraordinary general meeting of Lap Heng. In this respect, an independent committee of the directors of Lap Heng will be established to give its recommendation to the Independent Shareholders in respect of the Disposal Agreement and the Office Agreement. The Disposal Agreement and the Office Agreement are also conditional upon the Subscription Agreement, the Property Agreements and the Share Purchase Agreement having become unconditional.

Completion of each of the Subscription Agreement, the Property Agreements, the Share Purchase Agreement, the Disposal Agreement and the Office Agreement ("Completion") is inter-conditional and will take place simultaneously. All such agreements are presently expected to be completed on or around 15th January, 1997. If all the agreements are not completed on or before 31st January, 1997, they will lapse and the Offer (as defined below) will not proceed.

THE POSSIBLE OFFER

Upon Completion, Guoco will be interested in a total of 72,494,354 Shares, representing approximately 71.6 per cent. of the enlarged issued share capital of Lap Heng. Conditional on completion, in compliance with Rule 26 of the Code, Guoco will make an unconditional general offer (the "Offer") to acquire all the Shares in issue, other than the Purchase Shares (the "Offer Shares"). The Offer will be made by Somerley Limited ("Somerley") on behalf of Guoco on the following basis:-

          For each Offer Share ............................ HK$10.177 in cash

Shareholders of Lap Heng should be aware that the obligation of Guoco to make the Offer will not arise until Completion. In this respect, Completion is presently expected to take place on or around 15th January, 1997. An announcement will be made by Guoco to update shareholders of Lap Heng on the status of the Offer.

The Offer price will be increased to reflect any adjustment of the Share Purchase Consideration in the event of Completion occurring after 31st December, 1996.

The Offer values all the existing issued Shares at approximately HK$573 million on the basis of 56,303,310 Shares in issue as at 2nd November, 1996 and will be at the same price per Share as the Share Purchase Consideration payable under the Share Purchase Agreement. This represents a premium of approximately 27.0 per cent. over the audited consolidated net tangible asset value of Lap Heng as at 31st March, 1996 of approximately HK$8.014 per Share. As at the date of this announcement, Lap Heng had no options, warrants, or convertible loan stock outstanding.

The offer price of HK$10.177 per Offer Share represents a premium of approximately 30.5 per cent. over the last closing price of HK$7.80 per Share as quoted on the Stock Exchange on 29th March, 1996, being the last trading day of the Shares on the Stock Exchange immediately prior to the suspension of trading in the Shares on 1st April, 1996.

Acceptances of the Offer by a person or persons will be deemed to constitute a warranty by such person or persons to Guoco that the Offer Shares acquired under the Offer are sold by such person(s) free from third party rights, liens, claims, equities, charges and encumbrances and together with all rights attaching thereto.

Sellers' ad valorem stamp duty arising in connection with acceptances of the Offer will be payable by persons accepting the Offer and will be deducted from the consideration payable on acceptances of the Offer.

Shareholders of Lap Heng should be aware that it is intended that a composite offer document containing, inter alia, details of the Offer (the "Composite Offer Document") will be despatched to the Independent Shareholders before Completion and that the obligations of Guoco to make the Offer will not arise until Completion has taken place. In this respect, Completion is scheduled to take place not later than 31st January, 1997 and the detailed timetable in respect of the Offer will be contained in the Composite Offer Document.

INFORMATION ON GUOCO

Guoco is a public company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange. The principal activities of Guoco and its subsidiaries include commercial banking, retail banking and financing, stock, commodity and bullion broking, insurance, fund management, property development, investment and management, manufacturing and international trade.

Save for the Shares to be subscribed and acquired pursuant to the Subscription Agreement and the Share Purchase Agreement, Guoco and persons acting in concert with it do not own any Shares at present and they have not dealt in any Shares in the six months preceding the date of this announcement.

FUTURE PLANS AND CHANGES OF DIRECTORS OF LAP HENG

It is the intention of Guoco that following Completion, Lap Heng will change its name to Guoco Land Limited and will be principally engaged in property investment and development. It is estimated that the property portfolio of Lap Heng and its subsidiaries will amount to HK$836 million after Completion and will be the major assets of Lap Heng. It is the intention of Guoco that following Completion, Lap Heng's primary objective will be to invest in properties with potential for growth in rental income as well as long-term capital appreciation and to undertake property development projects when opportunities arise. It is the intention of Guoco that from such time as control of Lap Heng is obtained, future Hong Kong or PRC property investment or development projects available to the Guoco and its subsidiaries (the "Guoco Group") will be pursued by Lap Heng, either as sole developer or in partnership with others (including members of the Guoco Group). The Guoco Group will not compete in PRC or Hong Kong property projects with Lap Heng. Details of non-competition arrangements will be included in the Composite Offer Document. It is envisaged that the expertise and contacts of the Guoco Group will facilitate the future expansion of Lap Heng.

On Completion, all the existing directors of Lap Heng will resign and Guoco will appoint new directors to the board of Lap Heng.

CONTINUATION OF LISTING

It is presently intended that trading in the shares of Lap Heng will be resumed on the business day immediately following Completion, which is currently expected to be on or around Thursday, 16th January, 1997. It is the intention of Guoco that the listing of the Shares on the Stock Exchange be maintained. The Stock Exchange has, however, indicated that Lap Heng will be treated as a new applicant for listing. Accordingly, a listing document relating to Lap Heng (which will form part of the Composite Offer Document) will be submitted for approval by the Listing Committee of the Stock Exchange, and all relevant requirements of a new listing as prescribed under the Listing Rules will have to be satisfied.

In addition, Guoco will undertake to the Stock Exchange that it will take appropriate steps to ensure that not less than 25 per cent. of Lap Heng's enlarged issued share capital will be held by the public as soon as practicable after Completion and, if applicable, after the close of the Offer. Accordingly, it is expected that as soon as permissible under the Code and subject to the consent of the Executive, Shares will be placed with independent investors in order to ensure that not less than 25 per cent. of the Shares then in issue are in public hands (the "Placing"). Further information about the Placing arrangements in this regard will be disclosed in the Composite Offer Document. The Stock Exchange has stated that in the event that less than 25 per cent. of the Shares are in public hands following Completion and, if applicable, the close of the Offer, it will closely monitor the trading of the Shares. If the Stock Exchange believes that a false market exists or may exist in the trading of the Shares, or that there are insufficient Shares in public hands to maintain an orderly market, then it will give consideration exercising its discretion to suspend dealings in the Shares.

The Stock Exchange has also stated that any future injections into or disposals of assets by Lap Heng will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has the discretion to require Lap Heng to issue a circular to its shareholders where any acquisition or disposal by Lap Heng is proposed, irrespective of the size of such acquisition or disposal and in particular where such acquisition or disposal represents a departure from the principal activities of Lap Heng. The Stock Exchange also has the power, pursuant to the Listing Rules, to aggregate a series of acquisitions or disposals by Lap Heng and any such acquisitions or disposals may, in any event, result in Lap Heng being treated as a new applicant for listing and subject to the requirements for new applicants as set out in the Listing Rules.

GENERAL

Somerley has been appointed as the sponsor for the application for relisting of Lap Heng and will make the Offer on behalf of Guoco. Somerley is satisfied that sufficient financial resources are available to Guoco to satisfy acceptance in full of the Offer.

The board of directors of Lap Heng has appointed an independent board committee and N M Rothschild & Sons (Hong Kong) Limited to advise the independent board committee of Lap Heng in respect of the Subscription Agreement, the Property Agreements, the Disposal Agreement, the Office Agreement and the Offer. The independent board committee will make a recommendation to the independent shareholders of Lap Heng regarding the same.

The Composite Offer Document containing details of the Subscription Agreement, the Property Agreements, the Share Purchase Agreement, the Disposal Agreement, the Offer, independent property valuation reports on the Wu Chung House Property and the OTB Property, financial information regarding Lap Heng, the advice of the independent financial adviser and the recommendation of the independent board committee together with a notice convening an extraordinary general meeting of Lap Heng will be despatched to the shareholders of Lap Heng as soon as practicable.

A circular of Dao Heng containing details of the Property Agreements, the advice of the independent inancial adviser and the recommendation of the independent board committee together with a notice onvening an extraordinary general meeting of Dao Heng will also be despactched to the shareholders of Dao Heng as soon as practicable.

Hong Kong, 2nd November, 1996

The information in this announcement relating to Lap Heng, Guoco and Dao Heng has been supplied by the directors of Lap Heng, Guoco (except for Dato' Mohd. Nadzmi bin Mohd. Salleh and Adel ohammad A.H. A1-Roumi who are overseas and not contactable) and Dao Heng respectively who jointly and severally accept full responsibility for the accuracy of the information contained in this announcement in so far as it relates to Lap Heng, Guoco and Dao Heng respectively and confirm that having made all responsible enquiries, to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no facts the omission of which would make any statement contained herein misleading in so far as it relates to Lap Heng, Guoco and Dao Heng respectively.