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:

CONNECTED TRANSACTION

The board of directors of Guoco Group Limited ("Guoco") is pleased to announce that its wholly-owned subsidiary, Guoco Investment Pte Ltd ("Guoco Investment"), has today purchased 18,775,697 warrants (the "Warrants") representing approximately 36.8% of the outstanding warrants of First Capital Corporation Ltd ("FCC"), a 50.57% subsidiary of Guoco, whose shares and warrants are listed on the Stock Exchange of Singapore Limited (the "SES"), for a cash consideration of S$1.90 per Warrant and an aggregate cash consideration of S$35,673,824 (equivalent to approximately HK$197,244,142) from Sembawang Industrial Pte. Ltd. ("SIPL"), a wholly-owned subsidiary of Sembawang Corporation Limited ("SCL"), a company whose shares are listed on the SES. The consideration was based on the closing price of the warrants of FCC at S$1.90 on the SES on 12th November, 1996 and was agreed following arm's length negotiations. The closing price of the shares and warrants of FCC as of today are S$3.44 and S$1.92 respectively. The directors of Guoco (including the independent non-executive directors) believe that the consideration reflects the fair value of the Warrants and consider that the purchase of the Warrants will be in the best interests of Guoco and its shareholders.

The directors of Guoco are optimistic about the future development of FCC and the acquisition of the Warrants will enable Guoco to increase its stake in FCC. Guoco will fund the purchase of the Warrants by internal resources and external borrowings. FCC's warrants are convertible into share of FCC at a conversion price of S$1.52 and the Warrants will expire on 18th May, 1997. The Warrants together with the 27,079,702 warrants in FCC currently held by Guoco represent approximately 89% of the outstanding warrants of FCC. If Guoco exercises all the 45,855,399 warrants in FCC and assuming the public does not exercise any warrants of FCC. Guoco's shareholding in FCC will increase from 50.57% to approximately 58.3%.

SCL holds approximately 25.8% in FCC and is a connected person for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Accordingly, the purchase of the Warrants from SCL will constitute a "connected transaction" for the purposes of the Listing Rules. The consideration to be paid by Guoco for the Warrants represents, at the date hereof, less than 3 per cent. of the net tangible assets of Guoco and accordingly, the purchase by Guoco of such Warrants for such consideration would not require shareholders' approval under Rule 14.25 of the Listing Rules. Details of this transaction will be included in the next published annual report and accounts of Guoco.

Hong Kong, 13th November, 1996