09:50     HENDERSON CHINA<00246> - Announcement (2)                           

    party at an annual rental of RMB1,000,000 (approximately HK$943,396).     
                                                                              
                                                                              
    Financial information on Gain Year                                        
    As at 31 December 2004, the net asset value based on the management       
    accounts of Gain Year was RMB99,318,000 (approximately                    
    HK$93,696,226). All costs and expenses incurred for the development       
    of the Land have been capitalised, as a result of which no profit or      
    loss was recorded into the books of Gain Year up to 31 December 2004.     
                                                                              
                                                                              
    As at the date of the Agreement, the Loans in the aggregate amount        
    of US$10,393,565.89 (approximately HK$81,069,814) was due and owing       
    by Gain Year to the Group.                                                
                                                                              
    3.                                                                        
    The Consideration                                                         
    The aggregate amount payable by the Purchasers under the Agreement        
    shall be RMB209,090,090 (approximately HK$197,254,802), of which (i)      
    an amount of RMB86,100,000 (approximately HK$81,226,415) shall be         
    paid by the Purchasers to Gain Year to assist Gain Year with the Loan     
    Repayment for full and final settlement of the Loans, and (ii) the        
    amount of RMB122,990,090 (approximately HK$116,028,387) shall be paid     
    to the Vendor as consideration for the Sale Interest. Each of the         
    Purchasers will pay the following amounts under the Agreement:-           
                                                                              
    Purchasers                     Amount to be paid                          
                                                                              
    Shanghai Longyu                RMB114,999,549.50                          
                                   (approximately                             
                                   HK$108,490,141)                            
    Zhongjian Baju                 RMB41,818,018 (approximately               
                                   HK$39,450,960)                             
    Fengjin Investment             RMB31,363,513.50                           
                                   (approximately                             
                                   HK$29,588,220)                             
    China Construction Eighth      RMB20,909,009 (approximately               
    Division                       HK$19,725,480)                             
                                                                              
                                                                              
                                                                              
    The Consideration is payable by the Purchasers as follows:-               
    (i) the amount of RMB20,909,009 (approximately HK$19,725,480) being the   
    Initial Payment and as part of the Loan Repayment Amount, has been        
    paid by the Purchasers in cash to Gain Year upon the signing of the       
    Agreement;                                                                
                                                                              
    (ii) the balance of the Consideration in the amount of RMB188,181,081     
    (approximately HK$177,529,322) being the Escrow Amount of which:-         
                                                                              
    (a) RMB122,990,090 (approximately HK$116,028,387) being the               
    consideration for the Sale Interest; and                                  
                                                                              
    (b) RMB65,190,991 (approximately HK$61,500,935) being the balance of the  
    Loan Repayment Amount                                                     
                                                                              
    is payable by the Purchasers in cash to the Vendor within 15              
    business days from signing of the Agreement, such amount is to be         
    deposited into an escrow account maintained by the Escrow Agent.          
                                                                              
    The Escrow Agent shall unconditionally transfer the balance of the        
    Loan Repayment Amount as referred to in (b) above to the designated       
    bank account of Gain Year within 2 days from submission of the            
    approval documents to the regulatory authorities in the PRC and Gain      
    Year will apply such amount together with the Initial Payment to make     
    the Loan Repayment. Upon production of all the documents evidencing       
    satisfaction of all the Conditions, the Escrow Agent shall                
    unconditionally transfer the consideration for the Sale Interest as       
    referred to in (a) above together with accrued interest (if any) to a     
    law firm designated by the Vendor. The Vendor, the Purchasers and         
    Gain Year have also on 4 April 2005 entered into an agreement with        
    the Escrow Agent with regard to the escrow arrangements mentioned         
    above.                                                                    
                                                                              
    The Consideration was arrived at after arms length negotiations           
    between the Vendor and the Purchasers by reference to (i) the net         
    asset value of Gain Year; and (ii) the market value of the Land with      
    reference to the selling prices of the neighbouring properties.           
                                                                              
    4.                                                                        
    Conditions                                                                
    Completion shall take place upon satisfaction of the following            
    conditions precedent:-                                                    
                                                                              
    (i) the board of directors of Gain Year having approved the Agreement     
    and the transfer of the Sale Interest contemplated thereunder; and        
                                                                              
    (ii) the relevant approval authorities in the PRC having issued the