09:26 <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Henderson Land Development Company Limited and Henderson China Holdings Limited. HENDERSON LAND DEVELOPMENT COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 0012) *HENDERSON CHINA HOLDINGS LIMITED Incorporated in Bermuda with limited liability (Stock Code: 0246) JOINT ANNOUNCEMENT PROPOSED PRIVATISATION OF HENDERSON CHINA HOLDINGS LIMITED BY HENDERSON LAND DEVELOPMENT COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE COMPANIES ACT) RESUMPTION OF TRADING IN SHARES OF HENDERSON CHINA HOLDINGS LIMITED Financial Adviser to Henderson Land Development Company Limited Morgan Stanley Dean Witter Asia Limited SCHEME OF ARRANGEMENT The respective directors of HLD and HCHL jointly announce that on 17th May, 2005, HLD requested the board of directors of HCHL to put forward a proposal to the Scheme Shareholders regarding a proposed privatisation of HCHL by way of a scheme of arrangement under Section 99 of the Companies Act. HLD proposes that the Scheme Shares will be cancelled in exchange for HK$7.50 in cash for each Scheme Share. The Cancellation Price represents a premium of approximately 56.25% over the closing price of HK$4.80 per Share as quoted on the Stock Exchange on 13th May, 2005 (being the last trading day prior to the suspension of trading in the Shares pending the issue of this announcement) and a premium of approximately 50.91% over the average closing price of HK$4.97 per Share based on the daily closing prices as quoted on the Stock Exchange over the 10 trading days up to and including 13th May, 2005 and a discount of approximately 46.28% to the unaudited consolidated net asset value per Share as at 31st December, 2004. The Proposal will be implemented by way of the Scheme. The listing of the Shares on the Stock Exchange will be withdrawn following the effective date of the Scheme and HCHL will become an indirect wholly-owned subsidiary of HLD. The Proposal is conditional upon the fulfillment or waiver, as applicable, of the conditions as described in the section headed `Conditions of the Proposal' below. All of the conditions will have to be fulfilled or waived, as applicable, on or before 30th November, 2005 or such later date as HLD and HCHL may agree or, to the extent applicable, as the Supreme Court of Bermuda may direct, failing which the Scheme will lapse. As at the Announcement Date, the Scheme Shareholders were interested in 172,642,228 Shares, representing approximately 34.68% of the issued share capital of HCHL. As at the Announcement Date, there were no options, warrants or convertible securities in respect of the Shares held by HLD or parties acting in concert with it or outstanding derivatives in respect of the Shares entered into by HLD or parties acting in concert with it. As at the Announcement Date, there were no outstanding options, warrants or convertible securities in respect of the Shares issued by HCHL. The amount of cash required for the Proposal is approximately HK$1,295 million. HLD intends to finance the cash required for the Proposal from internal resources and/or bank borrowings. Morgan Stanley Dean Witter Asia Limited, HLD's financial adviser, is satisfied that sufficient financial resources are available to HLD for the implementation of the Proposal. SHAREHOLDING IN HCHL As at the Announcement Date, HLD held through its wholly-owned subsidiaries 325,133,977 Shares, representing approximately 65.32% of the issued share capital of HCHL. Such Shares will not form part of the Scheme Shares and will not be voted at the Court Meeting or the special general meeting of HCHL to approve and give effect to the Scheme. As at the Announcement Date, Canon International Limited held 24,328,000 Shares, Mr. Jackson Woo Ka Biu held 544,802 Shares and Ms. Carmen Woo Ka Man held 711,293 Shares, representing approximately 4.89%, approximately 0.11% and approximately 0.14% respectively of the issued share capital of HCHL. Canon International Limited is a company ultimately controlled by Ms. Liza Lee Pui Ling who is the daughter of Dr. Lee Shau Kee and the sister of Mr. Lee Ka Kit and Mr.