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.

           The Board of Directors of Guoco Group Limited ("Guoco") announces that on 11th April, 1997, an Agreement for Sale and Purchase of Shares ("the Agreement") was entered into between its wholly-owned subsidiary, Guoco Securities (Bermuda) Limited ("GSBL") and HLG Capital Berhad ("HLG"), a subsidiary of Hong Leong Company (Malaysia) Berhad ("HLCM"). Under the terms of the Agreement HLG agreed to buy and GSBL agreed to sell 1,570,204 shares ("the Shares") of US$1.00 each in the capital of Growluck Limited ("Growluck") comprising 50% of the issued share capital of Growluck, at a total consideration of Ringgit Malaysia 8 million (HK$24.9 million approximately). The consideration of Ringgit Malaysia 8 million was arrived at after arm's length negotiation on the basis of 11.26 times the average earnings of Guoco Securities (Philippines), Inc. ("GSPI") for the 3 years ended 30th June, 1996. A 10% initial deposit is payable on signing of the Agreement and the balance is payable on completion. The sale proceeds will be used by Guoco as working capital.

           The transaction is conditional upon inter alia, the approval of the Kuala Lumpur Stock Exchange and shareholders of HLG. The conditions precedent have to be fulfilled within four months from the date of the Agreement and completion will take place on the seventh day from the date the conditions specified in the Agreement are satisfied.

           Growluck, a wholly owned subsidiary of GSBL, is incorporated in the British Virgin Islands and its sole asset is its 100% holding in GSPI, which engages in stock broking business and is a member of the Philippine Stock Exchange. GSBL will retain a 50% interest in Growluck.

           The transaction with HLG will provide an expanded client base for GSPI and will enhance opportunities to further develop GSPI's business. The independent non-executive directors of Guoco are of the view that the terms of the Agreement are fair and reasonable.

           HLCM is a substantial shareholder of Guoco and HLG. Mr. Quek Leng Chan is a substantial shareholder of HLCM, and is a director of Guoco and HLG. As a result, the Agreement constitutes a connected transaction for the purpose of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The consideration for the sale of the Shares represents less than 3% of the net tangible assets of Guoco.

           Details of the Agreement will be included in the next published annual report and accounts of Guoco.

Hong Kong, 11th April, 1997