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.

DISCLOSEABLE AND CONNECTED TRANSACTION	CONNECTED TRANSACTIONS	VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

Introduction

Further to the announcement dated 25th April, 1997, the directors of Guoco Group Limited ("Guoco"), Dao Heng Bank Group Limited ("Dao Heng") and Guoco Land Limited ("Guoco Land") announce that Guoco has today entered into two agreements (the "Agreements") with purchasers who are wholly owned subsidiaries of Dao Heng and Guoco Land respectively for the sale of units (the "Guoco Property") in the retail and office development being constructed at the corner of Jubilee Street and Queen's Road Central in Hong Kong on the parcel of land registered in the Land Registry as Inland Lot No. 8827 (the "Development"). Guoco agreed to buy these units pursuant to an agreement with Land Development Corporation (as vendor) ("LDC") and Agrila Limited (as developer) dated 25th April, 1997 (the "Guoco Agreement").

The first agreement (the "DHBL Agreement")is with Dao Heng Bank Limited ("DHBL"), a wholly owned subsidiary of Dao Heng. The second agreement (the "Guoco Land Agreement") is with Supreme Goal Investments Limited("SGIL"), a wholly-owned subsidiary of Guoco Land (as purchaser), and Guoco Land (as guarantor). The Director of Lands has given his approval for Guoco to enter into the Agreements, subject to certain conditions (the "Approval").

The parties

Guoco beneficially owns approximately 70% of the issued shares in Dao Heng. Dao Heng owns 100% of DHBL. Guoco directly owns approximately 50.1% of the issued shares of Guoco Land. In addition, Guoco's 57.43% owned subsidiary, First Capital Corporation Ltd, owns 20% of the issued shares of Guoco Land. Guoco Land owns 100% of SGIL.

Details of the purchase of the Guoco Property

Under the terms of the Guoco Agreement, Guoco agreed to purchase the Guoco Property, comprising the ninth, tenth, eleventh, twelfth, fifteenth, sixteenth, seventeenth, eighteenth and seventy-third floors of the Development as well as premises for use as a banking hall on the ground floor and a portion of the upper ground floor, for a purchase price of approximately HK$2.567 billion (the "Price"). The Price was negotiated at arm's length with LDC and Agrila Limited.

The Price is payable in four instalments. The first instalment (being 10% of the Price) was paid on signing of the Guoco Agreement and a further instalment of 10% was paid on 24th May, 1997. The balance of the Price is payable as to 10% within three months after the date of signing of the Guoco Agreement and the remaining 70% on completion of the Guoco Agreement. Completion of the Guoco Agreement is scheduled to occur within six weeks following the earlier of the issue of the certificate of compliance in respect of the Development or the consent of the Director of Lands to assign which is expected by the end of 1998.

The Approval

As conditions to the Approval, the Director of Lands has required, among other conditions, that, prior to completion of the Guoco Agreement, each of DHBL and SGIL will remain wholly owned subsidiaries of Dao Heng and Guoco Land respectively and that neither DHBL nor SGIL shall sub-sell the DHBL Property (as defined below) or the Guoco Land Property (as defined below) or transfer or agree to transfer the benefit of the DHBL Agreement or the Guoco Land Agreement before completion of the Guoco Agreement.

The DHBL Agreement

Pursuant to the DHBL Agreement, DHBL has agreed to purchase the banking hall on the ground floor and a portion of the upper ground floor as well as the ninth, tenth and seventy-third floors in the Development (the "DHBL Property") for a consideration of approximately HK$1.353 billion (the "DHBL Price"). On signing of the DHBL Agreement, DHBL paid to Guoco approximately HK$270.6 million, representing the first and second instalments of the Price which relate to the DHBL Property. DHBL has also agreed to reimburse Guoco's costs of funds and related expenses in connection with the purchase of the DHBL Property as soon as practicable. All subsequent instalments of the Price which relate to the DHBL Property will be paid by DHBL direct to LDC.

The Guoco Land Agreement

Pursuant to the Guoco Land Agreement, SGIL has conditionally agreed to purchase the eleventh, twelfth, fifteenth, sixteenth, seventeenth and eighteenth floors of the Development (the "Guoco Land Property") for a consideration of approximately HK$1.214 billion (the "Guoco Land Price"). Guoco Land will guarantee SGILÕs obligations to Guoco under the Guoco Land Agreement.

The Guoco Land Agreement is conditional on the receipt of the consent of LDC to the sale of the Guoco Land Property to SGIL which is required under the terms of the Guoco Agreement. Application has been made to LDC for this consent which is expected to be received shortly.

On the later of 31st July, 1997 and satisfaction of the condition referred to above, SGIL will pay to Guoco an amount which represents the amounts which, at that time, have been paid by Guoco to LDC under the Guoco Agreement which relate to the Guoco Land Property as well as reimbursement of Guoco's costs of funds and related expenses in connection with the purchase of the Guoco Land Property. All subsequent instalments of the Price which relate to the Guoco Land Property will be paid by SGIL direct to LDC.

The purchase prices

Each of Dao Heng and Guoco Land has received advice from Chesterton Petty Limited, an independent valuer, that the apportionment of the Price for the purposes of determining the DHBL Price and the Guoco Land Price respectively is made with reference to the valuer's opinion of the open market values of the DHBL Property and the Guoco Land Property. The aggregate of the DHBL Price and the Guoco Land Price is the same as the Price.

Reasons for the purchases

During the negotiations for the purchase of the Property, LDC required a single unconditional agreement with one purchaser. As the holding company of the Guoco group of companies, Guoco agreed to enter into the Guoco Agreement with a view to facilitating the purchase of the DHBL Property and the Guoco Land Property by DHBL and SGIL respectively. There is no direct benefit to Guoco arising out of the Guoco Agreement, the DHBL Agreement or the Guoco Land Agreement.

The purchase of the DHBL Property will enable DHBL to establish a new headquarters and principal banking hall in a modern office building in the Central district of Hong Kong. An added benefit of the purchase of the DHBL Property will be the opportunity for Dao Heng and DHBL further to rationalise management functions and centralise selected business divisions in order to improve their operational effectiveness and efficiency.

The purchase by SGIL of the Guoco Land Property as an investment property is in line with Guoco Land's stated objective of purchasing and holding investment and development properties in Hong Kong and the People's Republic of China ("PRC") and supports the development of the Guoco Land group as the Hong Kong and PRC property development arm of the Guoco group.

Discloseable transaction

The DHBL Agreement constitutes a discloseable transaction for Dao Heng. A joint circular will be sent to the shareholders of Dao Heng and Guoco on or about 16th June, 1997 containing details of the purchase of the Guoco Property and the DHBL Property.

Very substantial acquisition

The Guoco Land Agreement constitutes a very substantial acquisition for Guoco Land and accordingly requires shareholders' approval. As Guoco is deriving no benefit from the transaction (for the reasons described above in "Reasons for the purchases"), The Stock Exchange of Hong Kong Limited ("SEHK") has confirmed that shareholders' approval of the Guoco Land Agreement may be satisfied by the approval in writing of Guoco as the holder of a majority in nominal value of the issued shares in Guoco Land. Guoco gave this approval on 12th June, 1997. A circular will be sent to the shareholders of Guoco Land on or about 16th June, 1997 containing, inter alia, details of the purchase of the Guoco Land Property and certain property in Tsim Sha Tsui (details of which were announced on 5th June, 1997) as well as the proposed rights issue of Guoco Land.

Connected transactions

The DHBL Agreement and the Guoco Land Agreement constitute connected transactions for each of Guoco, Dao Heng and Guoco Land. As Guoco is selling the Property to DHBL and SGIL for the Price (and reimbursement of Guoco's costs of funds and related expenses ) and is deriving no benefit from the transaction, SEHK granted waivers from the requirements to hold shareholders' meetings on condition that Dao Heng and Guoco Land issued to their respective shareholders a circular containing a letter from an independent financial adviser relating to the DHBL Agreement and the Guoco Land Agreement. The joint circular referred to in the "Discloseable transaction" section above and the circular referred to in the "Very substantial acquisition" section above, containing letters from Pacific Challenge Capital Limited advising the independent shareholders of Dao Heng and Guoco Land respectively, as to whether the Agreements are fair and reasonable, will be despatched to the respective shareholders of Dao Heng and Guoco Land on or about 16th June, 1997.

Hong Kong, 12th June, 1997