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Annex C (the "Heads of Agreement",)

sets out the or concession

terms on which any part of Telco's undertaking might be transferred to a subsidiary, following approval by the Governor in Council. Paragraphs 1 and 10 of Annex C outline the proper procedures for the transfer of land and buildings.

Telco's Request

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Telco intends to transfer a number of properties to its subsidiary company, Telco Properties Limited. Two of these, the East Exchange and West Exchange, have specific development plans ready to implement.

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Details of the properties are as follows:

(a)

m2

East Exchange, IL6362 a site of 882.9 m2 located at Leighton Road. Purchased at a public government land auction in 1948. Lease modified in 1985 at a premium of $9.6m to permit redevelopment as follows:

(i)

(ii)

Ground floor outlet.

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used for telephone sales

1st floor to 6th floor exchange. (The ownership floors is retained by Telco)

(iii) 7th floor to 26th floor

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telephone

of these

restricted to

commercial leasing, for periods up to five years at a time.

(b) West Exchange, IL6691, a site of 750 m2 located at Wing Lok St., Western. Granted by private treaty in 1956 requiring development of a nine storey building. Telco has proposed an office block redevelopment, with reprovisioning of the telephone exchange and Post Office.

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Telco intends to develop other properties over the coming years and may wish to transfer ownership of these. A policy review covering property development, subletting and the transfer of ownership to the property

property company is currently being undertaken.

Legal Advice

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Legal advice has been sought on whether the order made on 31 May 1983, would permit the transfer of the above properties.

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