ANNOUNCEMENTS

The board of directors (the "Directors") of Guoco Group Limited (the "Company") wishes to announce that First Bedok Land Pte Ltd. ("FBL"), an indirect subsidiary of the Company, proposes to award the Construction Contract (as defined below) (the "Transaction") to Sim Lian - Guobena JV Pte Ltd. ("SL-Guobena"), a joint venture company incorporated in Singapore in which Mr. Quek Leng Chan ("Mr. Quek"), the chairman of the Company and chief executive officer of First Capital Corporation Ltd ("FCC"), a 58 per cent. owned subsidiary of the Company, has an indirect interest through his substantial shareholding in Hong Leong Company (Malaysia) Berhad ("HLCM") which is a substantial shareholder of the Company and FCC. FBL is a 80 per cent. owned subsidiary of FCC, a company listed on the Stock Exchange of Singapore Limited.

The construction contract is a "Design and Build" contract (the "Construction Contract") for a 720-unit condominium housing development project situated at a land of approximately 41,316 square metres known as Lot 3895 pt Mukim 28 URA Land Parcel 490 at Bedok Reservoir Road in the District of Bedok, Singapore (the "Bedok Reservoir Parcel").

The development of the Bedok Reservoir Parcel was awarded to FCC by the Urban Redevelopment Authority of Singapore on 15th March, 1996.

Design Link Architects ("Design Link") and Smallwood, Reynolds, Stewart, Stewart & Associates Pte Ltd. ("Smallwood") together have been selected as the architect and design consultant for the Construction Contract. In consultation with FCC, Design Link and OTN Building Cost Consultants Pte Ltd. ("OTN"), the cost consultants and quantity surveyors appointed by FCC, short-listed a total of four contractors and invited them to submit their quotations for the Construction Contract in a Design and Build tender. Finally, the lowest quotation of S$149 million was received from SL-Guobena. The terms of the Construction Contract will cover a period of 36 months. It is expected that the construction will be completed by April 2000. Payment to the contractor will be made against the issue of architect's certificates for each stage of completion of construction. Both Design Link and OTN recommended the Construction Contract to be awarded to SL-Guobena as set out in their respective reports dated 11th October, 1996 and 2nd October, 1996. Based on Design Link's and OTN's recommendations, FBL proposes to award the Construction Contract to SL-Guobena. Design Link, Smallwood and OTN are independent third parties which are not connected with the Directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Lising Rules")). The Directors consider that the Transaction is on normal commercial terms and in the interests of the Company and its shareholders as a whole.

SL-Guobena is a joint venture company incorporated in Singapore in which Guobena Sdn Bhd ("Guobena") and Sim Lian Construction Co. (Pte) Ltd. ("Sim Lian") each has a 50 per cent. interest. Guobena is a company in which HLCM, a substantial shareholder of the Company, indirectly controls more than 35 per cent. of the voting rights at a general meeting. Sim Lian is an independent third party which is not connected with the Directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules). SL-Guobena has experience in undertaking and completing large scale construction projects in Singapore including the project Loyang Villas which has recently been completed and the project Westville in Jurong which is progressing on schedule.

Under the Listing Rules, the Transaction constitutes a connected transaction for the Company and is therefore subject to, inter alia, approval by shareholders of the Company other than Mr. Quek and his associates (as defined in the Listing Rules) (the "Independent Shareholders") at a special general meeting of the Company to be convened.

Under the Companies Act (Cap. 50) of Singapore, the Transaction is also subject to the approval by the shareholders of FCC other than Mr. Quek and Guoco Investment Pte Ltd., a wholly owned subsidiary of the Company, at an extraordinary general meeting of FCC to be convened on or around 25th April, 1997.

An independent committee of the Directors comprising Messrs. Sat Pal Khattar and Harry Wilkinson (the "Independent Board Committee") will be formed to consider the Transaction and to advise the Independent Shareholders in this regard. Pacific Challenge Capital Limited ("Pacific Challenge") has been appointed to advise the Independent Board Committee as to the fairness and reasonableness of the Transaction.

A circular containing further details of the Transaction, the opinions and advice of the Independent Board Committee and Pacific Challenge, together with a notice to convene the Special General Meeting, will be despatched to the shareholders of the Company as soon as practicable.

Hong Kong, 21st April, 1997.