Listed Company Information



LAI SUN DEV<0488>& LAI FUNG HOLD<1125>-Joint Announcement & Resumption

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.

LAI  SUN  DEVELOPMENT                   LAI FUNG HOLDINGS
Lai  Sun Development Company Limited    Lai Fung Holdings Limited 
(incorporated in Hong Kong with         (Incorporated in the Cayman      
limited liability)                       Islands with limited liability)  
                  
Grant of Option by Lai Sun Development Company Limited

Summary  
  The  board  of directors (the `Board') of Lai Fung
Holdings  Limited  (`LFH' or the `Company') has received notice from
Sun  Chung  Estate Company, Limited (the `Optionholder') and Lai Sun
Development  Company Limited (`LSD') that the Optionholder has on 7th
April,  1999 entered into an option agreement with LSD as supplemented
by  a  supplemental  agreement  dated 12th April, 1999 (the `Option
Agreement')  whereby  in consideration of the payment of HK$10 by the
Optionholder  to LSD, the Optionholder has been granted the right (the
`Option')  to purchase 230,000,000 existing shares in the Company (the
`Option  Shares').  The Option is exercisable in whole or in part and
from  time  to  time upon the Optionholder giving to LSD at least 7
days'  notice  during the period commencing from 7th April, 1999 and
ending  on  the date falling 42 months thereafter (i.e. 6th October,
2002)  (the `Option Period') at HK$0.65 per Option Share (the `Option
Price')  (subject to adjustment in certain events as mentioned below).

The  Board  also wishes to take this opportunity to announce that it
is  now exploring the possibility of arranging a fund raising exercise
for  working capital purposes with the Optionholder. The Board wishes
to  remind  shareholders and potential investors of the Company that
the  method  and timing of the fund raising exercise are still under
consideration  and  no terms have been agreed by the parties and the
proposed  transaction  may  or  may  not  proceed.  Accordingly,
shareholders  and  potential investors of the Company are advised to
exercise  caution  when  dealing  in the shares of the Company. The
Company  will  make a further announcement on the development of the
above matter as and when appropriate.

Introduction
The  Board has received notice from the Optionholder and LSD that the
Optionholder  has  entered into the Option Agreement with LSD whereby
in  consideration of the payment of HK$10 by the Optionholder to LSD,
the  Optionholder  has been granted the Option to purchase the Option
Shares  from  LSD. The Option is exercisable in whole or in part and
from  time  to  time upon the Optionholder giving to LSD at least 7
days'  notice  during the period commencing from 7th April, 1999 and
ending  on  the date falling 42 months thereafter (i.e. 6th October,
2002)  at  HK$0.65 per Option Share (subject to adjustment in certain
events as mentioned below).

Other terms of the Option
The  Option  is  personal  to  and  is  not transferable by the
Optionholder  to any third party without the prior written consent of
LSD.  The Option does not impose any obligation on LSD to purchase or
procure  the  purchase of any of the Option Shares in the event that
the  Optionholder  exercises  the Option and holds any of the Option
Shares.  LSD  has  undertaken  to the Optionholder that it will not
dispose  of  or otherwise deal with any of the Option Shares prior to
the  expiry of the Option Period. Save as mentioned above, there is no
other  material  condition  regarding  the grant or exercise of the
Option.

The  Option  Agreement  contains detailed provisions relating to the
adjustment  to the Option Price. The following is a summary of, and is
subject  to,  the adjustment provisions of the Option Agreement. The
Option  Price  will  be  adjusted  in the following events: (i) an
alteration  in the nominal amount of LFH shares; (ii) an issue (other
than  in  lieu  of a cash dividend) by LFH of LFH shares credited as
fully  paid by way of capitalisation of profits or reserves (including
any  share premium account or capital redemption reserve fund); (iii)
a  Capital  Distribution  (as defined in the Option Agreement) being
made  by  LFH  whether  on a reduction of capital or otherwise, to
holders  of  LFH  shares in their capacity as such; (iv) an offer or
grant  being made by LFH to holders of LFH shares by way of rights, or
of  options or warrants to subscribe new LFH shares, at a price which
is  less  than  the  Option Price in force immediately prior to the
announcement  of the terms of the offer or grant; (v) an issue wholly
for  cash being made by LFH of securities, or an issue wholly for cash
already  made by LFH of securities (including bonds), convertible into
or  exchangeable  for or carrying rights of subscription for new LFH
shares,  if  the  Total  Effective Consideration (as defined in the
Option  Agreement)  per  LFH  share  initially receivable for such
securities  is  less than the Option Price in force immediately prior
to  the  announcement of the terms of issue of such securities or, in
the  case  of  securities already issued, the Option Price in force
immediately  prior to the conversion or exchange, or the terms of any
such  issue are altered so that the said Total Effective Consideration
per  LFH  share initially receivable for such securities is less than
the  Option  Price in force immediately prior to the announcement of
the  proposal  to  alter  such rights of conversion or exchange or
subscription;  (vi)  an  issue being made wholly for cash of new LFH
shares  at  a  price less than the Option Price in force immediately
prior  to  the  announcement  of  the terms of such issue; (vii) a
declaration  being made by LFH of cash dividends in any financial year
that,  in  aggregate,  exceed HK$0.10 per LFH share; and (viii) any
other  event  not falling within any of the previous paragraphs which
the  Optionholder  considers  will give rise to an adjustment to the
Option Price.

Information on the Optionholder
The  Optionholder  is a wholly-owned subsidiary of the Bank of China
(`BOC').  The Optionholder is involved in the property, infrastructure
and  investment businesses. BOC is one of the principal bankers of the
LFH  group.  The  Optionholder  became a strategic investor of the
Company  upon  its listing in November 1997 and currently holds about
2.05%  of  the Company's shares but does not hold any shares in LSD.
Save  its  shareholding interest in the Company as aforesaid and the
Option,  the  Optionholder does not have any other interest in any of
LSD  or the Company or any of their respective subsidiaries and is an
independent  third  party  not  connected with any director, chief
executive  or substantial shareholder of any of LSD or the Company or
any  subsidiary  of  any  of  LSD  or the Company or any of their
respective  associates.  Upon  exercise  in full of the Option, the
Optionholder  will hold approximately 24.07% of the Company's existing
shares  and  approximately  18.03% of the Company's enlarged issued
share  capital  (assuming  that all the outstanding LFH convertible
guaranteed  bonds  are  converted  into  LFH shares at the current
conversion  price of HK$2.94 per LFH share). The Optionholder has not
yet  indicated  to LSD or LFH of its intention to exercise the Option
or its holding intentions in respect of the Option Shares.

In  the  event  that all the outstanding LFH convertible guaranteed
bonds  are  fully  converted into LFH shares, the percentage of LFH
shares  held  by LSD will be decreased to about 55.95% (assuming that
the  conversion  price  on  the  maturity  of the outstanding LFH
convertible  guaranteed  bonds  is HK$2.94 per LFH share) and about
23.41%  (assuming  that  the conversion price on the maturity of the
outstanding  LFH  convertible  guaranteed  bonds is HK$0.45 per LFH
share)  and  in  the  latter  case,  LFH will cease to be a major
subsidiary (as defined in the Listing Rules) of LSD.

Effects of the Transaction
The  Option  Shares  represent  about 22.02% of the existing issued
share  capital of the Company and about 16.50% of the enlarged issued
share  capital  of the Company (assuming that all the outstanding LFH
convertible  guaranteed  bonds are fully converted into LFH shares at
the  current  conversion price of HK$2.94 per LFH share). The Option
Price  represents a premium of 44% to the closing price of HK$0.45 per
LFH  share  as  quoted  on The Stock Exchange of Hong Kong Limited
(`Stock  Exchange')  on 7th April, 1999. Upon exercise in full of the
Option  by the Optionholder, LSD's holding in LFH will be reduced from
about  74.67%  to about 52.65% (assuming that none of the outstanding
LFH  convertible guaranteed bonds are converted into LFH shares at the
current  conversion  price of HK$2.94 per LFH share) and about 39.44%
(assuming  that  all the outstanding LFH convertible guaranteed bonds
are  converted  into  LFH shares at the current conversion price of
HK$2.94  per LFH share). However, it is unlikely that the outstanding
LFH  convertible guaranteed bonds will be converted at the conversion
price  of HK$2.94 per LFH share which is at a premium of about 550% to
the closing price of HK$0.45 per LFH share on 7th April, 1999.

Use of Proceeds for LSD
Proceeds  receivable  by  LSD upon conversion of the Option will be
used  for  general  working capital purposes and there is no current
intention regarding any specific use of such proceeds.

Reasons for the Transaction
The  Option is priced at a premium to the current market price of the
LFH  shares  reflects that the Option lasts for about 42 months. The
Optionholder  became  a  strategic investor of the Company upon its
listing  in  November, 1997 and the directors of LSD and LFH believed
that  the granting of the Option will enhance the relationship. Thus,
the  directors  of LSD consider that the granting of the Option is in
the  interest of both companies and to the benefit of their respective
shareholders.

The  directors  of LSD also consider that the duration of the Option
and  the  consideration  for the grant of the Option to be fair and
reasonable in the commercial interest of LSD.

Impact on the Company
The  Board  does  not expect any change in the principal business of
the  LFH  group. The Optionholder is entitled to nominate two persons
to  the  Board  at any time during the Option Period even though the
Option  has not been exercised by the Optionholder. As at the date of
this  announcement,  the  Optionholder has not yet requested LSD to
procure  the appointment of any person to the Board. The directors of
LSD  believe  that  the possible participation of the Optionholder's
nominee(s)  in the Board may strengthen LFH's existing management and
is beneficial to LFH in the long run.

In  the  event that the Option is fully exercised by the Optionholder
during  the  period commencing from the date of this announcement and
ending  on  28th  November, 2000 (being the date on which LFH shall
elect  to redeem all the outstanding LFH convertible guaranteed bonds
or  to  convert  mandatorily  all  the outstanding LFH convertible
guaranteed  bonds)  (the  `Relevant Period'), the percentage of LFH
shares  held  in public hands will fall below 25% (assuming that none
of  the  outstanding  LFH convertible guaranteed bonds are converted
into  LFH  shares during the Relevant Period) and trading in the LFH
shares  might  be  suspended pending compliance by LFH of its public
float  requirement. The directors of LSD have undertaken to the Stock
Exchange  that in the event that the Option is fully exercised by the
Optionholder  before the end of the Relevant Period, LSD will use all
reasonable  endeavours to place out such number of existing LFH shares
to  independent  third  parties  to  maintain  LFH's public float
requirement and to retain more than 50% interest in LFH.

Others
The  Board  also wishes to take this opportunity to announce that it
is  now exploring the possibility of arranging a fund raising exercise
for  working capital purposes with the Optionholder. The Board wishes
to  remind  shareholders and potential investors of the Company that
the  method  and timing of the fund raising exercise are still under
consideration  and  no terms have been agreed by the parties and the
proposed  transaction  may  or  may  not  proceed.  Accordingly,
shareholders  and  potential investors of the Company are advised to
exercise  caution  when  dealing  in the shares of the Company. The
Company  will  make a further announcement on the development of the
above matter as and when appropriate.

It  should be noted that any transaction between the Optionholder and
LFH  will constitute a connected transaction for LSD and LFH and will
be  subject  to  disclosure and/or shareholder approval requirement
under  the Listing Rules and LSD and LFH will comply with the Listing
Rules in relation to any such transaction.

General
Further  announcements  will  be  made  by LSD and LFH as soon as
practicable  after the Optionholder has exercised the Option (whether
wholly  or  partially).  LSD will also immediately notify the Stock
Exchange  upon receiving a request for a transfer of the Option by the
Optionholder to other third party.

The  securities  of  LSD  and LFH were suspended for trading on the
Stock  Exchange  on  8th  April,  1999 pending the release of this
announcement.  Application has been made to resume trading from 10:00
a.m. on 13th April, 1999.

By  Order  of  the Board
Lai Sun Development Company Limited
Yeung Kam Hoi
Company Secretary       

By Order of the Board
LAI FUNG HOLDINGS LIMITED
Yeung Kam Hoi
Company Secretary

Hong Kong, 12th April, 1999