TNAG-2245-FCO40-3228-Bank-of-Credit-and-Commerce-Hong-Kong-Limited-(BCCHK)-1991 — Page 106

(b)

2

CONFIDENTIAL

8

acquisition of the banking business of BCCHK, and

precise details of the conditional Heads of

Agreement are confidential to the two parties

concerned.

There are a number of pre-conditions which will

have to be satisfied before the scheme can be implemented,

including the following

(1)

The completion of a banking, accounting and legal

due diligence review satisfactory to HKCB.

(2)

Finalisation of the terms and conditions of all

contractual documentation necessary to give legal

affect to the scheme and thereafter final approval

of the Court to the scheme.

(3) HKCB obtaining all necessary consents and approvals

from the relevant regulatory authorities, including

the Commissioner of Banking.

(4)

HKCB obtaining agreement from large depositors

to deferral and/or conversion of deposits on

appropriate terms in an aggregate amount and

for a period satisfactory to HKCB, the Commissioner

of Banking and myself as Provisional Liquidator.

60'd

0290 698 258+

1d30 3.89N3S JEVISION

TF:LI