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 and Guoco Land (formerly Lap Heng Company, Limited) dated 15th January, 1997, the directors of the Offeror announce that the Offer closed at 4:00 p.m. on 29th January, 1997 ("Closing").

                As at Closing, valid acceptances in respect of 7,810,946 Shares had been received under the Offer. Taking into account the 27,494,354 Shares already acquired by the Offeror pursuant to the share purchase agreement dated 1st November, 1996 and the 45,000,000 Shares subscribed by the Offeror pursuant to the subscription agreement dated 1st November, 1996, the Offeror and Guoco are interested in a total of 80,305,300 Shares, representing approximately 79.3 per cent. of the issued share capital of Guoco Land . On this basis, there are 20,998,010 Shares in public hands, representing approximately 20.7 per cent. of the issued share capital of Guoco Land .

                It is the intention of the Offeror to maintain the listing of the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Offeror has undertaken to take appropriate steps to ensure not less than 25 per cent. of the Shares will be held by the public following Closing. Dao Heng Securities Limited, as placing agent of Guoco, has placed 4,328,000 Shares (the "Placement"), representing approximately 4.3 per cent. of the issued share capital of Guoco Land, at a price of HK$10.2 per Share to independent third parties not associated or acting in concert with the chief executive, directors or substantial shareholders of Guoco Land or its subsidiaries or the Offeror or their respective associates. Guoco Land will provide the Stock Exchange with sufficient information to support the independence of such placees. Following completion of the Placement, there will be a total of 25,326,010 Shares in public hands, representing approximately 25 per cent. of the issued share capital of Guoco Land. In this regard, the minimum public float requirement will be complied with by Guoco Land as required under Rule 8.08 of the Rules Governing the Listing of Securities on the Stock Exchange.

                  Immediately following Closing, Messrs. Vincent Chuang, Michael Chuang, Ms. Christine Chuang, Dr. The Hon. Sir Albert Rodrigues and Mr. Cheung Shiu Shing, Denis Simon resigned from the board of Guoco Land. Accordingly, the board of Guoco Land now consists of the following: Mr. Quek Leng Chan and Mr. Tan Lim Heng (who have been appointed Chairman and Managing Director of Guoco Land respectively), Messrs. Kwek Leng Hai and Lay Kok Weng (who have been appointed executive directors) and Messrs. Sat Pal Khattar, Volker Stoeckel and Ho Yuk Wah, David (who have been appointed as non-executive directors).

            At the second extraordinary general meeting of Guoco Land held on 22nd January, 1997, a special resolution regarding the proposed change of name was duly passed. With effect from 29th January, 1997, Guoco Land has changed its name from Lap Heng Company, Limited to Guoco Land Limited. All the existing share certificates in issue bearing the former name of Guoco Land will continue to be effective as documents of title and be valid for trading, settlement and registration purposes.

Hong Kong, 29th January, 1997

The information in this announcement relating to Guoco and Guoco Land has been supplied by the directors of Guoco and Guoco Land (except Mr. Sat Pal Khattar who is overseas and not contactable) 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 and Guoco Land respectively and confirm, having made all reasonable enquiries, that, to the best of their knowledge, 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 and Guoco Land respectively.