09:50     HENDERSON CHINA<00246> - Announcement (1)                           

    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.               
                                                                              
    HENDERSON CHINA HOLDINGS LIMITED                                          
    *                                                                         
    Incorporated in Bermuda with limited liability                            
    (Stock Code: 0246)                                                        
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    DISPOSAL OF A SUBSIDIARY                                                  
                                                                              
    On 4 April 2005, the Vendor, a wholly-owned subsidiary of the             
    Company, the Purchasers and Gain Year entered into the Agreement          
    relating to the Disposal and the Loan Repayment pursuant to which the     
    Vendor has agreed to sell and the Purchasers have agreed to purchase      
    the Sale Interest and to assist Gain Year with the Loan Repayment.        
                                                                              
    The entering into of the Agreement constitutes a discloseable             
    transaction for the Company under the Listing Rules and a circular        
    containing, among other things, details of the Agreement will be          
    despatched to the Shareholders as soon as possible.                       
                                                                              
                                                                              
    THE AGREEMENT DATED 4 April 2005                                          
    1.                                                                        
    The parties                                                               
    Vendor               :                    Gain Year                       
                                              Development                     
                                              Limited, a                      
                                              wholly-owned                    
                                              subsidiary of the               
                                              Company                         
    Purchasers           :                    (i) Shanghai                    
                                              Longyu, (ii)                    
                                              Zhongjian Baju,                 
                                              (iii) Fengjin                   
                                              Investment and (iv)             
                                              China Construction              
                                              Eighth Division. To             
                                              the best knowledge,             
                                              information and                 
                                              belief of the                   
                                              Directors having                
                                              made all reasonable             
                                              enquiries, as at                
                                              the date of this                
                                              announcement, each              
                                              of the Purchasers               
                                              and its respective              
                                              ultimate beneficial             
                                              owners is                       
                                              independent of the              
                                              Company and its                 
                                              connected persons               
                                              as defined under                
                                              the Listing                     
                                              Rules.                          
                                                                              
                                                                              
                                                                              
    2.                                                                        
    Assets to be disposed of                                                  
    Pursuant to the Agreement, the Vendor has conditionally agreed to         
    sell the Sale Interest, and the Purchasers have conditionally agreed      
    to acquire the Sale Interest and to assist Gain Year with the Loan        
    Repayment.                                                                
                                                                              
    After Completion, the respective shareholding interests of the            
    Purchasers in Gain Year will be as follows:-                              
                                                                              
    Purchasers                     Shareholding interest (%)                  
                                                                              
    Shanghai Longyu                55%                                        
    Zhongjian Baju                 20%                                        
    Fengjin Investment             15%                                        
    China Construction Eighth      10%                                        
    Division                                                                  
                                                                              
                                                                              
                                                                              
    Information on Gain Year                                                  
    Gain Year is a wholly foreign owned enterprise incorporated in the        
    PRC with a registered capital of US$12,000,000 (approximately             
    HK$93,600,000) and is a wholly-owned subsidiary of the Company. The       
    principal activity of Gain Year is the holding of the Land.               
                                                                              
    The Land was acquired by the Group in 1992 at an acquisition cost of      
    US$2,482,945 (approximately HK$19,366,971). The book value of the         
    Land including resettlement compensation and development costs            
    capitalised as at 31 December 2004 was RMB185,343,897 (approximately      
    HK$174,852,733). The Land is currently leased to an independent third