First Pacific Company Limited — M&A Activity 2002

Dec 17, 2002

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.

SUNHUNGKAI&CO.LIMITED

(Incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

Reference is made to the Company’s announcement on 18 November 2002 regarding the Acquisition Agreement. The Directors are now pleased to announce that the Company’s subsidiary, Wah Cheong, has completed the purchase of the Quality HealthCare Shares following satisfaction of the Conditions set out in the Acquisition Agreement.

THE ACQUISITION AGREEMENT

Date

14 November 2002

Parties

The Company Wah Cheong Mr. O’Connor Montel Cherish

Completion

Completion of the Acquisition Agreement was conditional upon satisfaction of the Conditions. The Conditions having been satisfied, the purchase by Wah Cheong of the Quality HealthCare Shares has now been completed.

This announcement is being made by the Company to keep the market and its shareholders appraised of the Group’s developments pursuant to paragraph 2 of the Listing Agreement.

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DEFINITIONS

“Acquisition Agreement”

the agreement dated 14 November 2002 between the Company, Wah Cheong, Mr O’Connor, Montel and Cherish for the acquisition of the Quality HealthCare Shares;

“Cherish” Cherish Enterprises Limited, a company incorporated in the British Virgin Islands and which is owned by or on behalf of Mr O’Connor; “Company” or “Group” Sun Hung Kai & Co. Limited, a company incorporated in Hong Kong with limited liability and listed on the Stock Exchange; “Conditions” the conditions set out in clause 2.1 of the Acquisition Agreement; “Directors” the directors of the Company;

“Montel”

Montel Limited, a company incorporated in the British Virgin Islands and which is owned by or on behalf of Mr. O’Connor;

• “Mr. O’Connor”

• “Quality HealthCare”

Mr. Brian Damian O’Connor, a director of Quality HealthCare; Quality HealthCare Asia Limited, a company incorporated in Bermuda whose shares are listed on the Stock Exchange;

“Quality HealthCare Shares” the 617,195,946 shares of HK$0.10 each of Quality HealthCare previously held by Mr. O’Connor, Montel and Cherish (representing approximately 28.53% shareholding interest in Quality HealthCare);

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Wah Cheong” or “Purchaser” Wah Cheong Development (B.V.I.) Limited, a wholly-owned subsidiary of the Company which is incorporated in the British Virgin Islands.

By Order of the Board of Sun Hung Kai & Co. Limited Hester Wong Lam Chun Company Secretary

Hong Kong, 17 December 2002

The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make this announcement misleading.

“Please also refer to the published version of this announcement in The Standard”.

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