09:29     <00012> & <00246> - Joint Ann. & HENDERSON CHINA Resumed(8)         

                                   controlling shareholder of                 
                                   HCHL and a company                         
                                   incorporated in Hong Kong                  
                                   with limited liability, the                
                                   shares of which are currently              
                                   listed on the Main Board of                
                                   the Stock                                  
                                   Exchange                                   
    `HLD Group'                    HLD and its subsidiaries                   
    `Independent Shareholders'     Shareholders other than the                
                                   HLD Group and parties acting               
                                   in concert with the HLD                    
                                   Group, which include Canon                 
                                   International Limited, Mr.                 
                                   Jackson Woo Ka Biu and Ms.                 
                                   Carmen Woo Ka                              
                                   Man                                        
    `Listing Rules'                the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock                                      
                                   Exchange                                   
    `Messrs. Lee'                  Messrs. Lee Shau Kee, Lee Ka               
                                   Kit and Lee Ka Shing, all of               
                                   whom are directors of HCHL                 
                                   and                                        
                                   HLD                                        
    `Non-compete Agreement'        the non-compete agreement                  
                                   between the Parent Company,                
                                   Messrs. Lee and HCHL dated                 
                                   15th March,                                
                                   1996                                       
    `Parent Company'               Henderson Development                      
                                   Limited, the controlling                   
                                   shareholder of HLD which owns              
                                   approximately 61.87% in HLD                
                                   and a private company                      
                                   incorporated in Hong Kong                  
                                   with limited liability.                    
                                   Hopkins (Cayman) Limited                   
                                   (`Hopkins') as trustee of a                
                                   unit trust (`Unit Trust')                  
                                   owns all the issued ordinary               
                                   shares of Henderson                        
                                   Development Limited. Rimmer                
                                   (Cayman) Limited (`Rimmer')                
                                   and Riddick (Cayman) Limited               
                                   (`Riddick'), as trustees of                
                                   respective discretionary                   
                                   trusts, hold units in the                  
                                   Unit Trust. The entire issued              
                                   share capital of Hopkins,                  
                                   Rimmer and Riddick are owned               
                                   by Dr. Lee Shau                            
                                   Kee                                        
    `PRC'                          the People's Republic of China             
    `Proposal'                     the proposal for the                       
                                   privatisation of HCHL by HLD               
                                   by way of the                              
                                   Scheme                                     
    `Relevant Authorities'         appropriate governments                    
                                   and/or governmental bodies,                
                                   regulatory bodies, courts or               
                                   institutions                               
    `Scheme'                       a scheme of arrangement under              
                                   Section 99 of the Companies                
                                   Act involving the                          
                                   cancellation of all Scheme                 
                                   Shares                                     
    `Scheme Share(s)'              Share(s) held by the Scheme                
                                   Shareholders                               
    `Scheme Shareholder(s)'        Shareholder(s) of HCHL other               
                                   than HLD and its                           
                                   subsidiaries                               
    `SFC'                          Securities and Futures                     
                                   Commission                                 
    `Shareholders'                 registered holders of Shares               
    `Shares'                       shares of HK$1 each in the                 
                                   share capital of                           
                                   HCHL                                       
    `Stock Exchange'               The Stock Exchange of Hong                 
                                   Kong                                       
                                   Limited                                    
    `Takeovers Code'               The Code on Takeovers and                  
                                   Mergers                                    
    `trading day'                  a day on which the Stock                   
                                   Exchange is open for the                   
                                   business of dealings in                    
                                   securities