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.

                                             Lap Heng Company, Limited

            Further to the joint announcement of Guoco Group Limited ("Guoco"), Dao Heng Bank Group Limited ("Dao Heng") and Lap Heng Company, Limited ("Lap Heng") on 2nd November, 1996, the respective directors of Guoco, Dao Heng and Lap Heng hereby announce that a composite offer document (the "Document") setting out, inter alia, details of the reactivation proposals of Lap Heng, the possible offer (the "Offer") to be made by GL Holdings Limited (the "Offeror"), the letter from the independent board committee of Lap Heng, the letter of advice from N M Rothschild & Sons (Hong Kong) Limited to the independent board committee, the property valuation reports on the three floors of Wu Chung House (the "Wu Chung House Property") and the nine floors and six carparks of the Overseas Trust Bank Building (the "OTB Property" and together with the Wu Chung House Property, the "Properties"), the accountants' report of the Properties and two notices convening the first and second extraordinary general meetings of Lap Heng, has been despatched to shareholders of Lap Heng on 28th December, 1996.

              A circular has also been despatched today to the shareholders of Dao Heng containing, inter alia, a notice of a special general meeting of Dao Heng to consider the disposal of the Properties and the recommendation of the independent board committee of Dao Heng, as advised by BZW Asia Limited, relating to the disposal of the Properties.

FCC AGREEMENT AND LHT AGREEMENT

            The directors of Guoco further announce that the FCC Agreement (as explained below) and the LHT Agreement (as explained below) were entered into on 28th December, 1996.

            Pursuant to the FCC Agreement, Guoco will sell, or procure the sale of, and First Capital Corporation Ltd ("FCC"), a 58 per cent. owned subsidiary of Guoco, will purchase approximately 20 per cent. of the then issued share capital of Lap Heng (as enlarged by the issue of 45,000,000 subscription shares (the "Subscription Shares") by Lap Heng to Guoco) on completion of the FCC Agreement. The price for 20,261,000 shares of Lap Heng (the "Shares") (representing approximately 20 per cent. of Lap Heng's enlarged issued shares on completion) will be HK$9.217 per Share, which is based on the weighted average cost per Share to Guoco assuming 100 per cent. acceptance of the Offer, an aggregate consideration of approximately HK$187 million. The principal purpose of the FCC Agreement is to assist in resolving any conflict of interests within the Guoco Group. To-date, FCC has been free to participate in property projects in the PRC through its 45 per cent. interest in Guoco Properties Limited ("GPL"), a 55 per cent. owned subsidiary of Guoco. In future, Guoco will ensure that, except in the limited circumstances set out in the Document, GPL does not undertake further PRC (or Hong Kong) projects if Guoco Land decides not to acquire control of GPL. Guoco therefore considers it equitable for FCC to be offered the opportunity to continue to participate in PRC projects through a significant stake in Guoco Land to compensate it for the fact that GPL will undertake no new projects in Hong Kong and/or the PRC. Further, through the proposed shareholding, Guoco Land will gain access to the property expertise of FCC. The FCC Agreement constitutes a connected transaction for Guoco under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and details are as disclosed herein.

                 Pursuant to the LHT Agreement, Mr. Tan Lim Heng ("Mr. Tan"), a director of Guoco and a proposed director of Lap Heng, will purchase from Guoco 1,518,000 Shares, representing approximately 1.5 per cent. of the enlarged issued share capital of Lap Heng, also at a price of HK$9.217 per Share. In addition, provided, inter alia, sufficient acceptances of the Offer are received, Mr. Tan may acquire up to 3.445 million further Shares. The maximum number of Shares that Mr. Tan may purchase from Guoco is 4.963 million Shares, representing approximately 4.9 per cent. of the enlarged issued share capital of Lap Heng. The consideration to be paid by Mr. Tan to Guoco ranges from a minimum of approximately HK$14 million to a maximum of approximately HK$45.7 million, depending on the actual number of Shares to be purchased by Mr. Tan. The LHT Agreement will enable Mr. Tan, the managing director of Guoco Land, to acquire a stake in and demonstrate his commitment to Guoco Land. The LHT Agreement constitutes a connected transaction for Guoco under the Listing Rules as Mr. Tan is a director of Guoco. Consequently, the LHT Agreement is conditional on approval by the shareholders of Guoco in compliance with the requirements of the Listing Rules. A circular containing details of the LHT Agreement will be despatched to the shareholders of Guoco as soon as practicable.

            Guoco intends to retain the proceeds from the sale of the Shares for general working capital purposes. Both FCC and Mr. Tan are presumed to be parties acting in concert with Guoco. Consequently, the holdings in Guoco Land of Guoco and parties acting in concert with Guoco will be approximately 71.6 per cent. of the issued share capital of Guoco Land as enlarged by the issue of the Subscription Shares, whether or not the FCC Agreement and the LHT Agreement are completed.

MCQUAY TENANCY AGREEMENT AND OPERATION SERVICES TENANCY AGREEMENT

            On 16th December, 1996, Overseas Trust Bank, Limited ("OTB") entered into a tenancy agreement with McQuay Asia (Hong Kong) Limited in respect of part of the 18th floor of the OTB Property with an area of 4,558 sq.ft. at an annual rental of HK$1,422,096 (the "McQuay Tenancy Agreement"). McQuay Asia (Hong Kong) Limited is owned as to 20 per cent. by Guoco and the balance by a company within the Hong Leong group of companies. A smaller part of the 18th floor of the OTB Property with an area of 1,464 sq.ft. is currently occupied by Operation Services, a division of OTB and Dao Heng Bank Limited ("Dao Heng Bank") providing back office services to each of OTB and Dao Heng Bank at an annual rental of HK$456,768. On completion of the reactivation proposals, Wanchai Property Investment Limited ("Wanchai Property Investment") proposes to enter into a tenancy agreement with Dao Heng Bank to formalise the occupation at the same rental. The rental in respect of these two leases were negotiated with reference to the current market rental. Part of the 18th floor remains vacant following the expiry of the tenancy of the 18th floor on 31st October, 1996. Each of the tenancy agreement with McQuay Asia (Hong Kong) Limited, the occupation by Operation Services and the proposed tenancy agreement between Wanchai Property Investment and Dao Heng Bank constitutes a connected transaction for Guoco and Dao Heng but falls under the de minimis provision of the Listing Rules. They also constitute connected transactions for Guoco Land and details will be included in Guoco Land's next published annual report.

MANAGEMENT AGREEMENT AND PROVISION OF BANKING SERVICES

            As a holding company, Guoco provides centralised legal, secretarial and administrative services to its subsidiaries through its wholly-owned subsidiary, Guoco Management Company Limited ("GMC"). The centralised administration functions cover financial services, company secretarial matters, personnel management, audit services, information and technology services and legal services.

            Upon completion of the reactivation proposals, Guoco Land will enter into a management agreement with GMC for the provision by GMC of various management, administrative, financial and legal services on a cost reimbursement basis plus 10 per cent.. The provision of services under the management agreement will be continued in the future and the cost will be allocated to Guoco Land based on the nature of activities and services rendered and the time spent. The management agreement will constitute a connected transaction for Lap Heng and Guoco under the Listing Rules. The proposed directors of Guoco Land are confident that the consideration payable under the management agreement will not exceed 3 per cent. of the pro forma adjusted net tangible assets of Guoco Land as set out below.

            Dao Heng Bank and/or its subsidiaries are also expected to provide a number of services to Guoco Land in the ordinary course of its banking business, including, inter alia, cheque clearing, the provision of account services in a variety of currencies, nominee and custodian services and occasionally short term credit accommodation. The provision of banking services will be continued in the future and all such services constitute connected transactions for Dao Heng, Lap Heng and Guoco but would be carried out in the ordinary course of business and on normal commercial terms. The proposed directors of Guoco Land are confident that the consideration payable for the provision of such banking services will not exceed 3 per cent. of the pro forma adjusted net tangible assets of Guoco Land as set out below.

            Details of the management agreement and the provision of the banking services will be included in the next published annual reports of the relevant companies.

PRO FORMA ADJUSTED NET TANGIBLE ASSETS OF LAP HENG

            The following statement of pro forma adjusted net tangible assets of Lap Heng included in the Document is based on the audited consolidated net assets of Lap Heng as at 31st March, 1996, adjusted for the estimated earnings of Lap Heng up to 31st December, 1996, revaluation of a club debenture, the completion of the disposal agreement, the completion of the subscription agreement, and the estimated cost of the reactivation proposals:

GENERAL

            The first extraordinary general meeting of Lap Heng will be held on Wednesday, 15th January, 1997 to consider and, if thought fit, approve the reactivation proposals. It is presently expected that completion of the reactivation proposals will take place on 15th January, 1997 and trading in the Shares of Lap Heng is expected to be resumed on Thursday, 16th January, 1997. A further announcement will be made by Guoco, the Offeror and Lap Heng upon completion of the reactivation proposals.

Hong Kong, 28th December, 1996

                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 that having made all responsible enquiries, to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no 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.

Lap Heng Company, Limited(Incorporated in Hong Kong with limited liability).