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.

            Further to the joint announcement of Guoco Group Limited ("Guoco"), Dao Heng Bank Group Limited ("Dao Heng") and Lap Heng Company, Limited ("Lap Heng") dated 28th December, 1996, the directors of Lap Heng are pleased to announce that, at the extraordinary general meeting of Lap Heng held on 15th January, 1997, the resolution in relation to the reactivation proposals was duly passed. The directors of Dao Heng are also pleased to announce that the resolution in relation to the Property Agreements (as defined in Dao Heng's circular to shareholders dated 28th December, 1996) was duly passed at the special general meeting of Dao Heng held on 15th January, 1997.

             Application has been made to the Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the resumption in trading of 56,303,310 shares of HK$2.0 each (the "Shares") in the capital of Lap Heng and the granting of the listing of, and permission to deal in, the 45,000,000 Shares to be issued pursuant to the Subscription Agreement. The Stock Exchange has agreed to the application on 15th January, 1997. All the conditions precedent for the completion of the reactivation proposals ("Completion") have now been satisfied. Accordingly, each of the Share Purchase Agreement, the Property Agreements, the Subscription Agreement, the Disposal Agreement and the Office Agreement (details of which are contained in the composite document of Lap Heng dated 28th December, 1996 (the "Document")) were duly completed on 15th January, 1997. Capitalised terms used in this announcement are as defined in the Document.

            The directors of Guoco are also pleased to announce that all the conditions of the Offer have been satisfied. The Offer is on the basis of HK$10.189 per Share in cash and the latest time for acceptances is 4:00 p.m. on 29th January, 1997. Details of the procedures for acceptance and settlement of the Offer are set out in the Document and the form of acceptance and transfer accompanying it.

            As at 4:00 p.m. on 15th January, 1997, valid acceptances in respect of 5,943,753 Shares have been received under the Offer. Taking into account such acceptances, the 27,494,354 Shares acquired by the Offeror pursuant to the Share Purchase Agreement and the 45,000,000 Shares issued to the Offeror pursuant to the Subscription Agreement, the Offeror and Guoco are, as at 4:00 p.m. on 15th January, 1997, interested in 78,438,107 Shares, representing approximately 77.43 per cent. of the issued share capital of Lap Heng as enlarged by the issue of the Subscription Shares. On the above basis, there remain at present 22,865,203 Shares in public hands, representing approximately 22.57 per cent. of the enlarged issued share capital of Lap Heng.

            Trading in the Shares of Lap Heng has been suspended since 1st April, 1996 and will be resumed with effect from 10:00 a.m. on Thursday, 16th January, 1997. It is the intention of the Offeror that Lap Heng should remain a public company listed on the Stock Exchange. The Offeror will undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25 per cent. of the issued Shares will be held by the public following the close of the Offer at 4:00 p.m. on 29th January, 1997. Pursuant to the Placing Agreement, the Placing Agent has agreed to procure purchasers for such number of issued Shares owned by the Offeror or Guoco at the close of the Offer which is in excess of 75 per cent. of the issued Shares following Completion.

            The Stock Exchange has stated that, if Guoco Land remains a public company listed on the Stock Exchange, any future acquisitions or disposals of assets by the Guoco Land Group will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has a discretion to require Guoco Land to issue a circular to its shareholders where any acquisition or disposal by Guoco Land 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 Guoco Land. The Stock Exchange also has the power, pursuant to the Listing Rules, to aggregate a series of acquisitions or disposals by Guoco Land and any such acquisitions or disposals may, in any event, result in Guoco Land being treated as a new applicant for listing and subject to the requirements for new applicants as set out in the Listing Rules.

Hong Kong, 15th January, 1997

The information in this announcement relating to Guoco, Dao Heng and Lap Heng has been supplied by the directors of Guoco, Dao Heng and Lap 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 Guoco, Dao Heng and Lap Heng respectively and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed by them in this announcement have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement contained herein misleading in so far as it relates to Guoco, Dao Heng and Lap Heng respectively.