09:27     <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(3)         

    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.                  
                                                                              
    CONDITIONS OF THE PROPOSAL                                                
    The Scheme will become effective and binding on HCHL and all              
    Shareholders subject to the fulfillment or waiver (as applicable) of      
    the following conditions:                                                 
                                                                              
    (a) the approval of the Scheme by a majority in number of the             
    Independent Shareholders present and voting either in person or by        
    proxy at the Court Meeting, provided that:                                
                                                                              
    (i) the Scheme is approved (by way of poll) by the Independent            
    Shareholders present and voting either in person or by proxy at the       
    Court Meeting representing not less than three-fourths in value of        
    those Shares that are voted either in person or by proxy by the           
    Independent Shareholders at the Court Meeting; and                        
                                                                              
    (ii) the Scheme is not disapproved by the Independent Shareholders at the 
    Court Meeting holding more than 10% in value of all the Shares held       
    by the Independent Shareholders (by way of poll);                         
                                                                              
    (b) the passing of a special resolution to approve and give effect to     
    the Scheme (including the cancellation of the Scheme Shares by way of     
    a reduction of the share capital of HCHL) by a majority of at least       
    three-fourths of the votes cast by the Shareholders present and           
    voting in person or by proxy, at a special general meeting of HCHL;       
                                                                              
    (c) the sanction of the Scheme (with or without modifications) by the     
    Supreme Court of Bermuda and the delivery to the Registrar of             
    Companies in Bermuda of a copy of the order of the Supreme Court of       
    Bermuda for registration;                                                 
                                                                              
    (d) compliance, to the extent necessary, with the procedural              
    requirements of Section 46(2) of the Companies Act in relation to the     
    reduction of the issued share capital of HCHL;                            
                                                                              
    (e) all Authorizations (if any) in connection with the Proposal having    
    been obtained or made from, with or by (as the case may be) the           
    Relevant Authorities, in Bermuda and/or Hong Kong and/or any other        
    relevant jurisdictions;                                                   
                                                                              
    (f) all Authorizations (if any) remaining in full force and effect        
    without variation, and all necessary statutory or regulatory              
    obligations in all relevant jurisdictions having been complied with       
    and no requirement having been imposed by any Relevant Authorities        
    which is not expressly provided for, or is in addition to                 
    requirements expressly provided for, in relevant laws, rules,             
    regulations or codes in connection with the Proposal or any matters,      
    documents (including circulars) or things relating thereto, in each       
    aforesaid case up to and at the time when the Scheme becomes              
    effective;                                                                
                                                                              
    (g) all necessary consents which may be required under any existing       
    contractual obligations of HCHL being obtained; and                       
                                                                              
    (h) if required, the obtaining by HLD of such other necessary consent,    
    approval, authorization, permission, waiver or exemption which may be     
    required from any Relevant Authorities or other third parties which       
    are necessary or desirable for the performance of the Scheme under        
    the applicable laws and regulations.                                      
                                                                              
    HLD reserves the right to waive conditions (e), (f), (g) and (h)          
    either in whole or in part in respect of any particular matter.           
    Condition (a) to (d) cannot be waived in any event. All of the above      
    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.                         
                                                                              
    Warning:                                                                  
    Shareholders and/or potential investors in HCHL should be aware that      
    the implementation of the Proposal and the Scheme is subject to the       
    conditions as set out above being fulfilled or waived, as applicable,     
    and thus the Proposal and the Scheme may or may not become effective.     
    They should therefore exercise caution when dealing in the                
    Shares.                                                                   
                                                                              
    SHAREHOLDING STRUCTURE                                                    
    The table below sets out the shareholding structure of HCHL as at         
    the Announcement Date and immediately upon completion of the              
    Proposal: