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* This Document Is Important and Requires Your THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this document, you should consult your licensed securities dealer, bank manager, Sch I front page solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Henderson China Holdings Limited, you should at once hand this document and the accompanying forms of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. * (Stock Code: 0246) PROPOSED PRIVATISATION BY BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 99 OF THE COMPANIES ACT 1981 OF BERMUDA) INVOLVING THE CANCELLATION OF ALL THE ISSUED SHARES OF HK$1.00 EACH IN HENDERSON CHINA HOLDINGS LIMITED HELD BY THE SCHEME SHAREHOLDERS (AS DEFINED HEREIN) Financial Adviser to Henderson Land Development Company Limited Sch I Para 1 Independent financial adviser to the Independent Board Committee (as defined herein) of Henderson China Holdings Limited A letter from the board of directors of Henderson China Holdings Limited is set out on pages 8 to 17 of this document. An explanatory statement regarding the Proposal (as defined herein) is set out on pages 46 to 63 of this document. A letter from the Independent Board Committee (as defined herein) containing their advice to the Independent Shareholders (as defined herein) in relation to the Proposal is set out on page 18 of this document. A letter from the independent financial adviser, Platinum Securities Company Limited, containing its advice to the Independent Board Committee in relation to the Proposal is set out on pages 19 to 45 of this document. The action to be taken by the Shareholders (as defined herein) are set out on page 62 of this document. Notices convening the Court Meeting (as defined herein) and the Special General Meeting (as defined herein) both to be held on Friday, 22nd July, 2005 are set out on pages 157 to 160 of this document. Whether or not you are able to attend the Meetings (as defined herein), you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the Special General Meeting, in accordance with the instructions respectively printed thereon, and to lodge them with Henderson China Holdings Limited’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event so as to reach them not later than 48 hours before the time appointed for holding of the relevant Meeting. In the case of the pink form of proxy, it may be handed to the chairman of the Court Meeting at the Court Meeting if it is not so lodged. This document is issued jointly by Henderson China Holdings Limited and Henderson Land Development Company Limited. * For identification purposes only 20th June, 2005 CONTENTS Page Definitions ............................................................... 1 Expected timetable ........................................................ 6 Letter from the Board ..................................................... 8 Letter from the Independent Board Committee .................................. 18 Letter from Platinum to the Independent Board Committee ........................ 19 Explanatory Statement Introduction .......................................................... 46 Summary of the Proposal ................................................ 46 Conditions of the Proposal ............................................... 47 Financial effects of the Proposal ........................................... 49 Background to, and reasons for, the Proposal ................................. 50 Information relating to the HCHL Group .................................... 51 Futureintentions....................................................... 57 Information relating to the interests of the Controlling Parties, the Excluded Parties and the directors of HCHL ............................. 57 Share certificates, dealings and listing ...................................... 58 Registration and payment ................................................ 59 Overseas Scheme Shareholders ............................................ 60 Taxation ............................................................. 60 Meetings............................................................. 60 Demand for poll at the Special General Meeting ............................... 61 Action to be taken by the Shareholders ...................................... 62 Furtherinformation..................................................... 63 Appendix I — Financial information relating to the HCHL Group ............. 64 Appendix II — Property valuations ....................................... 127 Appendix III — General information ...................................... 142 Scheme of Arrangement .................................................... 151 Notice of Court Meeting .................................................... 157 Notice of Special General Meeting ............................................ 159 — i — DEFINITIONS In this document (other than the Scheme, the Notice of the Court Meeting and the Notice of the Special General Meeting), the following expressions have the following meanings, unless the context requires otherwise: “acting in concert” has the meaning ascribed to such expression under the Takeovers Code “Adjusted NAV” adjusted consolidated net asset value of the HCHL Group which is based on the NAV and adjusted for certain items as set out in section 7 of Appendix I to this document “Announcement” the announcement dated 19th May, 2005 issued jointly by HCHL and HLD relating to, inter alia, the Proposal and published in the South China Morning Post, Sing Tao Daily, the Hong Kong Economic Journal and the Hong Kong Economic Times on 20th May, 2005 “Announcement Date” 19th May, 2005, being the date of the Announcement “associate(s)” has the meaning ascribed to such expression under the Takeovers Code “Authorisations” all the necessary authorisations, registrations, filings, rulings, consents, permissions and approvals in connection with the Proposal “Board” the board of directors of HCHL “Cancellation Price” the cancellation price of HK$8.00 per Scheme Share payable in cash by HLD to the Scheme Shareholders “Canon International” Canon International Limited, a company incorporated in the British Virgin Islands with limited liability, and a wholly-owned subsidiary of Potential Enterprises Limited which is wholly-owned 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 and HCHL “Companies Act” the Companies Act 1981 of Bermuda “Condition(s)” the conditions or any of them to which the Proposal is subject, which are set out in the section entitled “Conditions of the Proposal” in the Explanatory Statement on pages 47 to 49 of this document — 1 — DEFINITIONS “Controlling Parties” Primeford, Timsland and Quantum, all indirect wholly- owned subsidiaries of HLD and are beneficially interested in an aggregate of approximately 65.32% of the issued share capital of HCHL as at the Latest Practicable Date “Court Meeting” a meeting of the Scheme Shareholders convened by the direction of the Supreme Court at which the Scheme will be voted on, which will be held in the Stork and Bamboo Rooms, Mandarin Oriental, 5 Connaught Road, Central, Hong Kong on Friday, 22nd July, 2005 at 11:00 a.m., Hong Kong, notice of which is set out on pages 157 and 158 of this document, or any adjournment thereof “DTZ” DTZ Debenham Tie Leung Limited, an independent professional property valuer “Effective Date” the date on which the Scheme, if approved, becomes effective, which is expected to be Friday, 12th August, 2005 (Bermuda time) “Excluded Parties” Canon International, Mr. Jackson Woo Ka Biu and Ms. Carmen Woo Ka Man, all beneficially interested in an aggregate of approximately 5.14% of the issued share capital of HCHL as at the Latest Practicable Date “Executive” the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any delegate for the time being of the Executive Director “Explanatory Statement” the explanatory statement as set out on pages 46 to 63 of this document in compliance with Section 100 of the Companies Act “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 controlling shareholder indirectly interested in approximately 65.32% of the issued share capital 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 — 2 — DEFINITIONS “HLD Shares” ordinary shares of HK$2.00 each in the capital of HLD “holder” a registered holder of shares
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