09:51     HENDERSON CHINA<00246> - Announcement (4)                           

    `Completion'                   completion of the Disposal                 
                                   and the Loan                               
                                   Repayment                                  
    `Completion Date'              the second business day from               
                                   the date of fulfillment of                 
                                   all the Conditions, or such                
                                   other date as the parties to               
                                   the Agreement may agree in                 
                                   writing                                    
    `Conditions'                   the conditions precedent to                
                                   the Completion, as more                    
                                   particularly set out under                 
                                   the section headed                         
                                   `Conditions' of this                       
                                   announcement                               
    `Conditions Fulfillment Date'  31 March 2006 or such later                
                                   date as the parties to the                 
                                   Agreement may agree in                     
                                   writing                                    
    `Consideration'                the consideration payable by               
                                   the Purchasers to the Vendor               
                                   pursuant to the Agreement, as              
                                   more particularly set out                  
                                   under the section headed `The              
                                   Consideration' of this                     
                                   announcement                               
    `China Construction Eighth      (China Construction Eighth                
    Division'                      Engineering Division), a                   
                                   state-owned enterprise                     
                                   established under the laws of              
                                   the                                        
                                   PRC                                        
    `Directors'                    the directors of the Company               
    `Disposal'                     the disposal of the Sale                   
                                   Interest by the Vendor                     
                                   pursuant to the terms and                  
                                   conditions of the                          
                                   Agreement                                  
    `Escrow Agent'                 China Construction Bank Zhang              
                                   Jiang                                      
                                   Branch                                     
    `Escrow Amount'                the sum of RMB188,181,081                  
                                   (approximately                             
                                   HK$177,529,322) to be                      
                                   deposited into an escrow                   
                                   account maintained by the                  
                                   Escrow                                     
                                   Agent                                      
    `Fengjin Investment'            (Shanghai Fengjin Investment              
                                   Company Limited), a company                
                                   incorporated with limited                  
                                   liability under the laws of                
                                   the                                        
                                   PRC                                        
    `Gain Year'                     (Gain Year Development Real               
                                   Estate (Shanghai) Co., Ltd.),              
                                   a wholly foreign owned                     
                                   enterprise which is a                      
                                   wholly-owned subsidiary of                 
                                   the                                        
                                   Company                                    
    `Group'                        the Company and its                        
                                   subsidiaries                               
    `HK$'                          Hong Kong dollars                          
    `Hong Kong'                    the Hong Kong Special                      
                                   Administrative Region of the               
                                   PRC                                        
    `Initial Payment'              the sum of RMB20,909,009                   
                                   (approximately HK$19,725,480)              
                                   which is equivalent to 10% of              
                                   the                                        
                                   Consideration                              
    `Land'                         the piece of land located at               
                                   146(A) - 3 (146(A)-3, Gong                 
                                   Gong Zhong Xin, Tian Mu West               
                                   Road, Shanghai City) which is              
                                   owned by Gain                              
                                   Year                                       
    `Listing Rules'                Rules Governing the Listing                
                                   of Securities on the Stock                 
                                   Exchange                                   
    `Loans'                        the loans due and owing by                 
                                   Gain Year to the Group in the              
                                   aggregate amount of                        
                                   US$10,393,565.89                           
                                   (approximately                             
                                   HK$81,069,814)                             
    `Loan Repayment'               the repayment of the Loans by              
                                   Gain Year to the                           
                                   Group                                      
    `Loan Repayment Amount'        the amount of RMB86,100,000                
                                   (approximately HK$81,226,415)              
                                   to be paid by the Purchasers               
                                   to Gain Year pursuant to the