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this announcement.




                                 CONNECTED TRANSACTIONS

                                       EXCHANGE OF LANDS


On 9 February 2009, the HL Subsidiaries and Regent Star entered into the Deeds of Exchange
pursuant to which the parties thereto exchanged shares in their respective interests in Lands I and
Lands II to the effect that Lands I and Lands II be vested in the HL Subsidiaries and Regent Star as
tenants in common in the proportion of 68% and 32% respectively.

Regent Star is a wholly-owned subsidiary of NWD, a substantial shareholder of certain subsidiaries
of the Company. As such, Regent Star is a connected person of the Company under the Listing
Rules and the transactions contemplated under the Deeds of Exchange constitute connected
transactions of the Company under the Listing Rules. As one or more of the applicable percentage
ratios in respect of the transactions contemplated under the Deeds of Exchange in aggregate exceed
0.1% but are all less than 2.5%, such transactions are only subject to the reporting and
announcement requirements but are exempt from the independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules.



THE DEEDS OF EXCHANGE

Date

9 February 2009

Parties

(1)    Harvest Development
(2)    Carley
(3)    Perfect Success
(4)    Onfine Development
(5)    Rich Silver
(6)    Regent Star
                                                           1
Harvest Development, Carley, Perfect Success, Onfine Development and Rich Silver are
subsidiaries of the Company.

Terms of the Deeds of Exchange

Under the terms and conditions of the First Deed of Exchange, the HL Subsidiaries and Regent Star
exchanged shares in their respective interests in Lands I to the effect that Lands I be vested in the
HL Subsidiaries and Regent Star as tenants in common in the proportion of 68% and 32%
respectively.

Under the terms and conditions of the Second Deed of Exchange, the HL Subsidiaries and Regent
Star exchanged shares in their respective interests in Lands II to the effect that Lands II be vested in
the HL Subsidiaries and Regent Star as tenants in common in the proportion of 68% and 32%
respectively.

Consideration

Pursuant to the Deeds of Exchange, the HL Subsidiaries acquired 68% in the NW Portion in
consideration of the disposal of their 32% interest in the HL Portion to Regent Star. There is no
equality money paid by either party to the Deeds of Exchange.

The proportion of the interests in the Lands after the Deeds of Exchange as to 68% and 32%
respectively attributable to HL Subsidiaries and Regent Star was arrived at after arm’s length
negotiations between the parties thereto having regard to the locations and area of the respective
land lots in the Lands.

INFORMATION ON THE LANDS

The Lands comprise various lots situated at Demarcation District No. 206, Lok Wo Sha, Wu Kai
Sha, New Territories, Hong Kong. It is proposed that the Lands be redeveloped after the surrender
and re-grant of the Lands by the government.

Each of Harvest Development, Carley, Perfect Success, Onfine Development, Rich Silver and
Regent Star as sole beneficial owner owned certain lots in the Lands immediately prior to the date
of the Deeds of Exchange.

The value of the HL Portion and the NW Portion are estimated to be approximately HK$1,296
million and HK$664 million respectively. Such estimations were internal estimations on the
current fair value of the Lands by reference to the estimated value per square feet of the Lands
based on the valuation conducted by an independent valuer in November 2007 on certain land lots
in the Lands owned by some HL Subsidiaries.

The book value of the HL Portion was approximately HK$243 million as at 31 December 2008
based on the books of the HL Subsidiaries. The Group was unable to obtain the original
acquisition cost or the book value of the NW Portion from Regent Star.




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REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The exchange of the Lands as contemplated under the Deeds of Exchange is to unify and merge the
ownership thereof so as to facilitate the anticipation for the surrender and re-grant of the Lands as
required by the relevant governmental authority.

Given that the exchange of land lots in the Lands as effected by the Deeds of Exchange is to unify
and merge the subject land title for the possible surrender and re-grant, there is no gain or loss
arising from the exchange as the exchange is not recognised as a transaction.

The Directors (including the independent non-executive Directors) consider that the terms of the
Deeds of Exchange are fair and reasonable and are on normal commercial terms and in the interests
of the Company and the shareholders of the Company as a whole.

CONNECTED TRANSACTIONS

Regent Star is a wholly-owned subsidiary of NWD, a substantial shareholder of certain subsidiaries
of the Group. As such, Regent Star is a connected person of the Company under the Listing Rules
and the transactions contemplated under the Deeds of Exchange constitute connected transactions
of the Company under the Listing Rules. As one or more of the applicable percentage ratios in
respect of the transactions contemplated under the Deeds of Exchange in aggregate exceed 0.1% but
are all less than 2.5%, such transactions are only subject to the reporting and announcement
requirements but are exempt from the independent shareholders’ approval requirements under
Chapter 14A of the Listing Rules.

GENERAL

The principal business activities of the Group are property development and investment, project
management, construction, property management, infrastructure, hotel operation, department store
operation, finance and investment holding.

So far as the Company is aware after making reasonable enquiries, the principal activity of Regent
Star is property development.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the
following meanings:

“Board”                           the board of Directors

“Carley”                          Carley Limited, an indirect 78.57% owned subsidiary of the
                                  Company

“Company”                         Henderson Land Development Company Limited, a company
                                  incorporated in Hong Kong with limited liability, the shares of
                                  which are listed on main board of the Stock Exchange

                                                 3
“Deeds of Exchange”        The First Deed of Exchange and the Second Deed of Exchange

“Directors”                the directors of the Company

“First Deed of Exchange”   the deed of exchange dated 9 February 2009 and entered into
                           between Harvest Development, Carley, Perfect Success, Onfine
                           Development, Rich Silver and Regent Star in relation to the
                           exchange of Lands I

“Group”                    the Company and its subsidiaries

“Harvest Development”      Harvest Development Limited, an indirect 78.57% owned
                           subsidiary of the Company

“HL Subsidiaries”          Harvest Development, Carley,         Perfect   Success,    Onfine
                           Development and Rich Silver

“HL Portion”               the aggregate interests of the HL Subsidiaries in the Lands
                           immediately prior to the date of the Deeds of Exchange

“Hong Kong”                the Hong Kong Special Administrative Region of the People’s
                           Republic of China

“Lands”                    Lands I and Lands II

“Lands I”                  various lots (total 446) all in Demarcation District No. 206, Lok
                           Wo Sha, Wu Kai Sha, New Territories, Hong Kong, with a total
                           site area of approximately 850,700 square feet

“Lands II”                 various lots (total 107) all in Demarcation District No. 206, Lok
                           Wo Sha, Wu Kai Sha, New Territories, Hong Kong, with a total
                           site area of approximately 146,900 square feet

“Listing Rules”            the Rules Governing the Listing of Securities on the Stock
                           Exchange

“NWD”                      New World Development Company Limited, a company
                           incorporated in Hong Kong with limited liability, the shares of
                           which are listed on the main board of the Stock Exchange

“NW Portion”               the interests of Regent Star in the Lands immediately prior to the
                           date of the Deeds of Exchange

“Onfine Development”       Onfine Development Limited,         an   indirect   wholly-owned
                           subsidiary of the Company


                                          4
“Perfect Success”                   Perfect Success Development Limited, an indirect wholly-owned
                                    subsidiary of the Company

“Regent Star”                       Regent Star Investment Limited, an indirect wholly-owned
                                    subsidiary of NWD

“Rich Silver”                       Rich Silver Development Limited, an indirect wholly-owned
                                    subsidiary of the Company

“Second Deed of Exchange”           the deed of exchange dated 9 February 2009 and entered into
                                    between Harvest Development, Carley, Perfect Success, Onfine
                                    Development, Rich Silver and Regent Star in relation to the
                                    exchange of Lands II

“Stock Exchange”                    The Stock Exchange of Hong Kong Limited

“HK$”                               Hong Kong dollars, the lawful currency of Hong Kong

“%”                                 per cent



                                                           By Order of the Board
                                               Henderson Land Development Company Limited
                                                         Timon LIU Cheung Yuen
                                                            Company Secretary


Hong Kong, 16 February 2009


As at the date of this announcement, the Board comprises: (1) executive directors: Lee Shau Kee (Chairman),
Lee Ka Kit, Colin Lam Ko Yin, Lee Ka Shing, John Yip Ying Chee, Alexander Au Siu Kee, Suen Kwok Lam,
Lee King Yue, Fung Lee Woon King, Eddie Lau Yum Chuen, Li Ning and Patrick Kwok Ping Ho; (2) non-executive
directors: Woo Po Shing, Leung Hay Man, Angelina Lee Pui Ling, Lee Tat Man and Jackson Woo Ka Biu
(as alternate to Woo Po Shing); and (3) independent non-executive directors: Gordon Kwong Che Keung,
Ko Ping Keung and Wu King Cheong.




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