09:28 <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(6) exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. LISTING RULES IMPLICATION ON HLD The Shares in which Canon International Limited are interested as at the Announcement Date have a value of approximately HK$182 million based on the Cancellation Price. As 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. Lee Ka Shing, all of whom are directors of HLD, Canon International Limited is considered as a connected person of HLD, therefore the payment of the Cancellation Price to it in consideration for the cancellation of its interests in HCHL constitutes a connected transaction for HLD under the Listing Rules. The Shares in which Mr. Jackson Woo Ka Biu is interested as at the Announcement Date have a value of approximately HK$4 million based on the Cancellation Price. As Mr. Jackson Woo Ka Biu is a connected person of HLD, therefore the payment of the Cancellation Price to Mr. Jackson Woo Ka Biu in consideration for the cancellation of his interests in HCHL constitutes a connected transaction for HLD under the Listing Rules. The Shares in which Ms. Carmen Woo Ka Man is interested as at the Announcement Date have a value of approximately HK$5 million based on the Cancellation Price. As Ms. Carmen Woo Ka Man is the daughter of Sir Po-shing Woo (a non-executive director of HLD) and the sister of Mr. Jackson Woo Ka Biu (an alternate director to Sir Po-shing Woo), Ms. Carmen Woo Ka Man is a connected person of HLD, therefore the payment of the Cancellation Price to Ms. Carmen Woo Ka Man in consideration for the cancellation of her interests in HCHL constitutes a connected transaction for HLD under the Listing Rules. The aggregate value of Cancellation Price to be paid to Canon International Limited, Mr. Jackson Woo Ka Biu and Ms. Carmen Woo Ka Man is approximately HK$191 million. As each of the Applicable Percentage Ratios is less than 2.5%, HLD is subject to the reporting and announcement requirements but exempt from independent shareholders approval requirements under Rule 14A.32 of the Listing Rules. MEETINGS AND SCHEME SHARES 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. Lee Ka Shing, all of whom are directors of HLD. Mr. Jackson Woo Ka Biu is an alternate director of HLD to Sir Po-shing Woo who is a non-executive director of HLD. Ms. Carmen Woo Ka Man is the daughter of Sir Po-shing Woo and the sister of Mr. Jackson Woo Ka Biu. Canon International Limited, Mr. Jackson Woo Ka Biu and Ms. Carmen Woo Ka Man are presumed to be parties acting in concert with HLD under the Takeovers Code. Canon International Limited, Mr. Jackson Woo Ka Biu and Ms. Carmen Woo Ka Man will abstain from voting on the Scheme at the Court Meeting and the special general meeting of HCHL to approve and give effect to the Scheme, but the Shares held by them will form part of the Scheme Shares. SUSPENSION AND RESUMPTION OF TRADING At the request of HCHL, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 17th May, 2005, pending the issue of this announcement. Application has been made by HCHL to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 20th May, 2005. GENERAL HLD has appointed Morgan Stanley Dean Witter Asia Limited as its financial adviser in connection with the Proposal. Mr. Liang Shangli has been appointed, subject to clearance from the SFC, as an independent director of HCHL to advise the Independent Shareholders in connection with the Proposal. An independent financial adviser will be appointed to advise the independent director of HCHL in connection with the Proposal and the Scheme. An announcement will be made by HCHL after the appointment of the independent financial adviser to advise the independent director of HCHL. In view of the relatively insignificant interest of Mr. Jackson Woo Ka Biu in the Shares representing only approximately 0.11% of the entire issued share capital of HCHL and the confirmation by Mr. Jackson Woo Ka Biu to the SFC prior to this Announcement confirming that (1) he has not been involved, or participated as an alternate director to Sir Po-shing Woo, in HLD's decision making process as regards the making of the Proposal; and (2) at any time prior to the