Report of the Auditors

Report of the Auditors To the Members of Hongkong Land Holdings Limited We have audited the financial statements on pages [ ] to [ ] which have been prepared under the historical cost convention, as modified by the revaluation of certain fixed assets, and the accounting policies set out on pages [ ] and [ ]. These financial statements are the responsibility of the Company's Directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion the financial statements give a true and fair view of the financial position of the Company and of the Group at 31st December 1997 and of the profit and cash flows of the Group for the year then ended in accordance with International Accounting Standards and the Bermuda Companies Act. PRICE WATERHOUSE Southwark Towers 32 London Bridge Street London SE1 9SY London, 18th March 1998 United Kingdom [ ]

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