First Pacific Company Limited — M&A Activity 2003

May 2, 2003

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.

新消息有限公司

SUN HUNG KAI & CO. LIMITED

(Incorporated in Hong Kong with limited liability)

ANNOUNCEMENT

Sun Hung Kai & Co. Limited, indirectly holding 28.53% of the entire issued share capital of Quality HealthCare Asia Limited, takes the view that the addition of a redeemable participating preference share alternative fails to increase the attractiveness of the Offer and that the Offer Consideration remains far too low. Accordingly, Sun Hung Kai & Co. Limited will not accept the revised Offer by Caduceus Medica Limited for all the shares in Quality HealthCare Asia Limited based on the terms set out in the Announcement.

Sun Hung Kai & Co. Limited ("SHK") refers to the announcement dated 29th April, 2003 (the "Announcement") issued by Caduceus Medica Limited ("Caduceus Medica") whereby Anglo Chinese Corporate Finance, Limited on behalf of Caduceus Medica announced that, in respect of its conditional offer (the "Offer") for all the shares (the "Shares") in Quality HealthCare Asia Limited ("Quality HealthCare"), shareholders may now elect to receive one HK$0.25 redeemable participating preference share in Caduceus Medica for every share in Quality HealthCare. According to the announcement, the revised Offer will be made on the basis that HK$0.181 in cash or, alternatively, one ordinary share in Caduceus Medica or, alternatively, one HK$0.25 redeemable participating preference share in Caduceus Medica (collectively, the "Consideration") will be given in return for every share in Quality HealthCare. SHK takes the view that the addition of a preference share alternative fails to provide any additional benefit to shareholders (for the reasons given below) and that the Consideration remains far too low and accordingly SHK will not accept the Offer.

As explained in the Announcement, except with the consent of the Takeovers Executive, unless the Offer has previously become or been declared unconditional as to acceptances, the Offer will close on 19th May, 2003. As at the date of the Announcement, Caduceus Medica had received valid acceptances for shares representing only 5.6% of the issued share capital of Quality HealthCare. SHK confirms that it will reject the revised Offer for the following reasons:

1. the Announcement states that the redemption of the redeemable preference shares out of capital is conditional on Caduceus Medica being able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the payment is proposed. SHK takes the view that if the Caduceus Medica directors and shareholders do not procure that Caduceus Medica is put in additional funds in due course (since according to the Offer document dated 19th March, 2003, it appears to have insufficient funds of its own to fund the redemption at the present time), then this condition cannot be met;

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1. the Announcement further states that if not paid out of capital as aforesaid, then the premium on redemption must be paid out of Caduceus Medica's profits or share premium account before or at the time the shares are redeemed and the nominal value only out of profits or the proceeds of a fresh issue of shares made for the purpose. If therefore Quality HealthCare, together with any other income sources of Caduceus Medica, fails to generate sufficient profits for Caduceus Medica to satisfy this requirement within the period stipulated, it will be necessary to rely on a fresh issue of Caduceus Medica shares to raise the necessary funds, a matter which would be entirely within the hands of its own directors and shareholders;

2. the "premium" (over the cash alternative) offered in 5 years is, in SHK's opinion, inadequate for the risk involved. In SHK's view, in order to obtain the present value of HK$0.25 after 5 years, it is necessary to apply a discount rate. To achieve a value at least equivalent to the cash alternative of HK$0.181 would require the application of a discount rate of only 6% to 7%. In SHK's view, in order to reflect the risks and uncertainties outlined in paragraphs 1) and 2) above, the discount rate should be at least 10% which would result in the true value of the preference share alternative being less than the cash alternative which SHK has already rejected as being far too low.

In summary SHK views the revised Offer based on the terms set out in the Announcement as no better, or arguably worse, than the other alternatives set out in the previous Offer and will accordingly reject it.

Shareholders will be aware that SHK acquired its shareholding in Quality HealthCare in December 2002 at a price of HK$0.23 per Share.

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

Hong Kong, 2nd May, 2003

The directors of Sun Hung Kai & Co. Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, except in relation to the information about the Offer and, confirm, having made all reasonable inquiries, that to the best of their knowledge, 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 any statement in this announcement misleading.

Certain information herein contained has been extracted or derived from the Announcement. The directors of Sun Hung Kai & Co. Limited jointly and severally accept full responsibility that any such information has been accurately, fairly and correctly extracted or derived from the Announcement.

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