09:27     <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(5)         

    A summary of the audited consolidated results of HCHL for each of         
    the two financial years ended 30th June, 2004 and unaudited results       
    for the six months ended 31st December, 2004 is set out below:            
                                                                              
                    For the six                     For the year              
                    months ended                    ended                     
                    31/12/2004      30/6/2004       30/6/2003                 
                    (unaudited)     (audited)       (restated)                
                    HK$'000         HK$'000         (audited)                 
                                                    HK$'000                   
                                                                              
    Turnover        34,667          93,329          188,330                   
    Loss from       (8,129)         (12,477)        (367,300)                 
    ordinary                                                                  
    activities                                                                
    before                                                                    
    taxation                                                                  
    Loss from       (19,114)        (16,456)        (405,768)                 
    ordinary                                                                  
    activities                                                                
    after taxation                                                            
    (but before                                                               
    minority                                                                  
    interests)                                                                
    Profit /        (12,087)        15,752          (398,750)                 
    (Loss)                                                                    
    attributable                                                              
    to                                                                        
    shareholders                                                              
                                                                              
                                                                              
    As at 31st December, 2004, the unaudited consolidated net assets of       
    HCHL was approximately HK$6,951 million or approximately HK$13.96 per     
    Share.                                                                    
                                                                              
    At the time of listing of HCHL on 28th March, 1996, the Non-compete       
    Agreement was entered into under which the Parent Company and Messrs.     
    Lee have undertaken to HCHL not to directly or indirectly participate     
    in, hold any right or interest in or otherwise be involved in any         
    property project in the PRC (other than through HCHL), save for           
    certain qualifications set out therein. The Non-compete Agreement         
    will cease to have effect on the earliest of the date on which: (i)       
    HCHL becomes a wholly-owned subsidiary of HLD; (ii) HLD ceases to be      
    the controlling shareholder (as defined from time to time in the          
    Listing Rules) of HCHL; (iii) the Parent Company ceases to be the         
    controlling shareholder (as defined from time to time in the Listing      
    Rules) of HLD; or (iv) the tenth anniversary of the date of listing       
    of HCHL.                                                                  
                                                                              
    HCHL will become a wholly-owned subsidiary of HLD upon the Scheme         
    becoming effective which will be an event upon which the Non-compete      
    Agreement will cease to have effect. However, the Parent Company and      
    Messrs. Lee have undertaken to HCHL that the Non-compete Agreement        
    will not cease to have effect upon the Scheme becoming effective, and     
    that the Non-compete Agreement will otherwise continue to have full       
    force and effect subject to the terms and conditions therein.             
                                                                              
    INFORMATION ON HLD                                                        
    HLD is incorporated in Hong Kong with limited liability, which            
    shares are listed on the Main Board of the Stock Exchange. HLD,           
    through its wholly-owned subsidiaries, held approximately 65.32%          
    interest in the issued share capital of HCHL as at the Announcement       
    Date. The principal activities of HLD Group are property development      
    and investment, finance, building construction, infrastructure, hotel     
    operation, department store operation, project management, investment     
    holding and property management.                                          
                                                                              
    WITHDRAWAL OF LISTING OF THE SHARES                                       
    Upon the Scheme becoming effective, all Scheme Shares will be             
    cancelled and the share certificates for the Scheme Shares will           
    thereafter cease to have effect as documents or evidence of title.        
    HCHL will apply to the Stock Exchange for the withdrawal of the           
    listing of the Shares on the Stock Exchange immediately following the     
    effective date of the Scheme. The Scheme Shareholders will be             
    notified by way of a press announcement of the exact dates of the         
    last day for dealing in the Shares and on which the Scheme and the        
    withdrawal of the listing of the Shares on the Stock Exchange will        
    become effective. A detailed timetable of the Scheme will be included     
    in the scheme document, which will also contain, inter alia, further      
    details of the Scheme.                                                    
                                                                              
    The listing of Shares on the Stock Exchange will not be withdrawn if      
    the Scheme is not approved or has lapsed.                                 
                                                                              
    OVERSEAS SHAREHOLDERS                                                     
    The making of the Proposal to and acceptance of the Proposal by           
    Shareholders not resident in Hong Kong may be subject to the laws of      
    the relevant jurisdictions. Such Shareholders should inform               
    themselves appropriately and observe any applicable legal or              
    regulatory requirements. It is the responsibility of any overseas         
    Shareholders wishing to accept the Proposal to satisfy themselves as      
    to the full observance of the laws of the relevant jurisdiction in        
    connection therewith, including the obtaining of any governmental,