09:51     HENDERSON CHINA<00246> - Announcement (3)                           

    approval documents in respect of the Agreement and the transfer of        
    the Sale Interest contemplated thereunder.                                
                                                                              
    If the Conditions cannot be fulfilled on or before the Conditions         
    Fulfillment Date, the Agreement shall automatically terminate and no      
    party to the Agreement shall have any claim against or liability or       
    obligation to the other parties thereto save in respect of any            
    antecedent breaches of the Agreement and that Gain Year shall refund      
    the Loan Repayment Amount without interest to the Purchasers within       
    15 business days from the date of termination of the Agreement and        
    the parties to the Agreement shall give written directions to the         
    Escrow Agent to refund the Escrow Amount together with accrued            
    interests (if any) to the Purchasers.                                     
                                                                              
    Subject to and conditional upon fulfillment of all the Conditions,        
    Completion shall take place on the Completion Date. After Completion,     
    the Vendor will no longer have any interests in Gain Year and Gain        
    Year will cease to be a subsidiary of the Company.                        
                                                                              
    REASONS FOR AND BENEFITS OF THE DISPOSAL                                  
    In view of the fact that the value of properties situated in prime        
    locations in major cities of the PRC have good potential for              
    appreciation, the Group aims at acquiring property development sites      
    with high quality. The Directors consider that the Land is of a           
    relatively small-scale, and the Disposal generates further capital        
    resources for the Group to invest in sizable development sites with       
    high quality in order to strengthen the competitiveness of the Group      
    in the PRC property market. At present, the Group has not yet             
    identified any such development sites for investment.                     
                                                                              
    The Directors consider that the terms of the Disposal are fair and        
    reasonable and in the interests of the Group and the Shareholders as      
    a whole.                                                                  
                                                                              
    The Disposal will result in a gain of approximately HK$21,680,000 to      
    the Group, based on the net book value as per the latest management       
    accounts of Gain Year.                                                    
                                                                              
    USE OF PROCEEDS                                                           
    The net proceeds from the Disposal will be used by the Group as its       
    general working capital, including for use in future property             
    developments and investments.                                             
                                                                              
    GENERAL                                                                   
    The Vendor is principally engaged in the business of investment           
    holding. The Company is an investment holding company and its             
    subsidiaries are principally engaged in the businesses of property        
    development and investment, project management, property management,      
    finance and investment holding in the PRC. So far as the Directors        
    are aware, Shanghai Longyu is principally engaged in the businesses       
    of development and management of real properties; Zhongjian Baju is       
    principally engaged in the businesses of construction of highways,        
    public facilities and environmental protection facilities,                
    investment, design, construction and consultation of infrastructure       
    and city transportation projects; Fengjin Investment is principally       
    engaged in the businesses of sales and trading of construction            
    materials and metals, and consultancy services; and China                 
    Construction Eighth Division is principally engaged in the businesses     
    of design and implementation of civil engineering projects,               
    construction projects and decoration projects.                            
                                                                              
    As the relevant percentage ratio calculated pursuant to Rule              
    14.07(4) of the Listing Rules exceeds 5% but is less than 25%, the        
    transaction contemplated under the Agreement constitutes a                
    discloseable transaction of the Company under the Listing Rules. A        
    circular containing, among other things, details of the Agreement         
    will be despatched to the Shareholders as soon as practicable.            
                                                                              
    DEFINITIONS                                                               
    `Agreement'                    the conditional agreement                  
                                   dated 4 April 2005 entered                 
                                   into by the Vendor, the                    
                                   Purchasers and Gain Year                   
                                   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                                  
    `business day'                 a day on which commercial                  
                                   banks in the PRC and Hong                  
                                   Kong are generally open for                
                                   business (excluding                        
                                   Saturdays, Sundays and public              
                                   holidays of both                           
                                   places)                                    
    `Company'                      Henderson China Holdings                   
                                   Limited, a company                         
                                   incorporated in Bermuda with               
                                   limited liability, the shares              
                                   of which are listed on the                 
                                   main board of the Stock                    
                                   Exchange