證券監理專门辦事處

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CONFIDENTIAL

OFFICE OF THE COMMISSIONER FOR SECURITIES

2404. CONNAUGHT CENTRE, CONNAUGHT ROAD CENTRAL, HONG KONG,

29th September, 1983.

Wardley Ltd.,

4th Floor, Hutchison House,

Hong Kong.

(Attn. Mr. Bond

Dear Sir,

I wrote to you quickly yesterday following my meeting with the various lagal advisers. The purpose of that letter was to enable you to proceed with the drafting of the proposed letter from you to the eligible creditors under the published CHL and CIL schemes. This morning I wish to put some considered reflections to you about the position as I see it after the meeting.

BMFL maintains that its records are correct and were correct when audited. This confirms the nature of the discrepancy which I brought to the attention of the Companies and their advisers on 10th September. But the confirmation from BMFL suggests serious implications which require urgent examination and which you may consider should be brought to the attention of eligible creditors and other interested parties who may have acted or considered acting without the full facts.

The basic point is that BMFL and the Companies are beginning at the end of September, 1983, to reconcile differences which have been outstanding throughout the period the published schemes have been under consideration and the existence of which some of the senior members of the Boards of the Companies have apparently had full knowledge. The proposal to transfer debt which is now to be considered by BMFL arises because BMFL are firmly of the opinion that there are debts to be so transferred. Moreover, this proposal appears to be a further step in a transfer of debt between companies classified under the heading of "C.G." which began some months ago. From the records of BMFL it would appear that some Board members of Carrian Companies were aware of this preliminary transfer. Presumably, however, if, as stated, CHL maintains its

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