09:28     <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(7)         

    effective date of the Scheme or the date on which the Scheme lapses       
    (whichever is the earlier): (i) he will not be involved, or               
    participate as an alternate director to Sir Po-shing Woo, in HLD's        
    decision making process as regards the making of the Proposal; (ii)       
    he will not take part or vote as a shareholder of HCHL at any             
    meetings of shareholders of HCHL to approve the Proposal; and (iii)       
    he will receive no ancillary benefit, and will be treated no              
    differently than the other shareholders of HCHL, in respect of the        
    Proposal, the SFC has ruled that Rule 2.4 of the Takeovers Code is        
    not applicable to the Proposal. As such, the board of directors of        
    HLD do not need to obtain independent advice as to whether the making     
    of the Proposal is in the interests of the shareholders of HLD nor        
    the approval of the Proposal by the shareholders of HLD. The              
    directors of HLD other than Mr. Jackson Woo Ka Biu will participate       
    in HLD's decision making process as regards the Proposal.                 
                                                                              
    A scheme document of HCHL containing, inter alia, further details of      
    the Proposal and the Scheme, the expected timetable, an explanatory       
    statement as required under the Companies Act, information regarding      
    HCHL and HLD, valuation reports, the recommendation from Mr. Liang        
    Shangli, the independent director of HCHL with respect to the             
    Proposal and the Scheme, a letter of advice from the independent          
    financial adviser to the independent director of HCHL, a notice of        
    the Court Meeting and a notice of the special general meeting of HCHL     
    will be dispatched to the Shareholders as soon as practicable and in      
    compliance with the requirements of the Takeovers Code.                   
                                                                              
    Save for the Proposal and the Scheme itself, there are no                 
    arrangements (whether by way of option, indemnity or otherwise) of        
    the kind referred to in Note 8 to Rule 22 of the Takeovers Code           
    between HLD or any person acting in concert with it and any other         
    person in relation to shares of HLD or the Shares which might be          
    material to the Proposal.                                                 
                                                                              
    In this announcement, the following expressions have the meanings         
    set out below unless the context requires otherwise.                      
                                                                              
    `Announcement Date'            19th May 2005, being the date              
                                   of this                                    
                                   announcement                               
    `Authorizations'               all the necessary                          
                                   authorizations,                            
                                   registrations, filings,                    
                                   rulings, consents,                         
                                   permissions and approvals in               
                                   connection with the                        
                                   Proposal                                   
    `Applicable Percentage Ratios' the percentage ratios other                
                                   than profits ratio (all as                 
                                   defined in Rule 14.04(9) of                
                                   the Listing Rules) applicable              
                                   to the transaction                         
                                   contemplated under the                     
                                   Proposal in accordance with                
                                   Chapter 14A of the Listing                 
                                   Rules                                      
    `Cancellation Price'           the cancellation price of                  
                                   HK$7.50 per Scheme Share                   
                                   payable in cash by HLD to the              
                                   Scheme                                     
                                   Shareholders                               
    `Companies Act'                the Companies Act 1981 of                  
                                   Bermuda (as                                
                                   amended)                                   
    `Court Meeting'                a meeting of the Scheme                    
                                   Shareholders to be convened                
                                   at the direction of the                    
                                   Supreme Court of Bermuda at                
                                   which the Scheme will be                   
                                   voted                                      
                                   upon                                       
    `Executive'                    the Executive Director of the              
                                   Corporate Finance Division of              
                                   the Securities and Futures                 
                                   Commission of Hong Kong or                 
                                   any delegate                               
                                   thereof                                    
    `HK$'                          Hong Kong dollar(s), the                   
                                   lawful currency of Hong                    
                                   Kong                                       
    `Hong Kong'                    the Hong Kong Special                      
                                   Administrative Region of the               
                                   PRC                                        
    `HCHL'                         Henderson China Holdings                   
                                   Limited, a company                         
                                   incorporated in Bermuda with               
                                   limited liability, the shares              
                                   of which are currently listed              
                                   on the Main Board of the                   
                                   Stock                                      
                                   Exchange                                   
    `HCHL Group'                   HCHL and its subsidiaries                  
    `HLD'                          Henderson Land Development                 
                                   Company Limited, the