Henderson Land Development : APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Au Siu Kee, Alexander has been appointed as an Independent Non-executive Director of the Company and a member of the Audit Committee and the Corporate Governance Committee of the Company, all with effect from 13 December 2018.

The board of directors (the "Board") of Henderson Land Development Company Limited (the "Company") is pleased to announce that Mr Au Siu Kee, Alexander ("Mr Au") has been appointed as an Independent Non-executive Director of the Company and a member of the Audit Committee and the Corporate Governance Committee of the Company, all with effect from 13 December 2018. Mr Au had been on the Board for 10 years until he stepped down in June 2015 to devote time in advising Henderson Investment Limited ("HIL"), a listed subsidiary of the Company, upon its new business development. Now that the new business of HIL is up and running smoothly and steadily, Mr Au is able to rejoin the Board to fill the vacancy which arose recently.

AU Siu Kee, Alexander, OBE, FCA, FCCA, FCPA, AAIA, FCIB, FHKIB, aged 72, was an Executive Director and the Chief Financial Officer of the Company from December 2005 to June 2011. He stepped down from the position of Chief Financial Officer and was re-designated as a Non-executive Director of the Company on 1 July 2011. On 18 December 2012, Mr Au was re-designated as an Independent Non-executive Director of the Company until his retirement on 2 June 2015. A banker by profession, Mr Au was the chief executive officer of Hang Seng Bank Limited from October 1993 to March 1998 and of Oversea-Chinese Banking Corporation Limited in Singapore from September 1998 to April 2002. He was formerly a non-executive director of a number of leading companies including The Hongkong and Shanghai Banking Corporation Limited, MTR Corporation Limited and Hang Lung Group Limited. Mr Au previously served as an independent non-executive director of The Wharf (Holdings) Limited until 23 November 2017. Currently, Mr Au is an independent non-executive director of HIL and Wharf Real Estate Investment Company Limited, and a non-executive director of Hong Kong Ferry (Holdings) Company Limited ("HK Ferry") and Miramar Hotel and Investment Company, Limited ("Miramar"), all of which are listed companies. He is also the chairman and a non-executive director of Henderson Sunlight Asset Management Limited ("HSAM"), a wholly-owned subsidiary of the Company, which is the manager of the publicly-listed Sunlight Real Estate Investment Trust ("Sunlight REIT"). In the area of community service, Mr Au is the chairman of the audit committee and a member of the finance committee of The Independent Schools Foundation Limited. An accountant by training, Mr Au is a Fellow of The Institute of Chartered Accountants in England and Wales, The Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Save asdisclosed above, Mr Au has not held any other directorships in listed companies in the last three years.

As at the date hereof, Mr Au does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, and has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

By a letter of appointment made with the Company, Mr Au shall serve as an Independent Non-executive Director for a term of three years subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") requiring the prior approval of shareholders of the Company at general meetings. The director's fee payable to him is fixed at the rate of HK$250,000 per annum until the Company in general meetings otherwise determines. He is also entitled to a fixed remuneration of HK$250,000 per annum for acting as a member of the Audit Committee and of HK$100,000 per annum for acting as a member of the Corporate Governance Committee, which were determined with reference to the duties and responsibilities as approved by the shareholders of the Company. As an independent non-executive director of HIL, Mr Au is entitled to receive a director's fee of HK$50,000 per annum and other remuneration of HK$200,000 per annum from HIL.

Mr Au has certain directorships which are or may be regarded as falling within the factors affecting independence as specified in Rule 3.13(7) of the Listing Rules:

• (a) Mr Au currently is the chairman and a non-executive director of HSAM, the manager of Sunlight REIT. Sunlight REIT is regarded as a core connected person of the Company for the purpose of the Listing Rules. As Mr Au plays a non-executive role in HSAM, and Sunlight REIT is not a subsidiary of the Company, the Company considers that such non-executive role in HSAM has no bearing on Mr Au's independence.

• (b) Mr Au currently is also an independent non-executive director of HIL, a subsidiary of the Company, and a non-executive director of HK Ferry and Miramar, both of which are associated companies of the Company. As Mr Au did not/does not take part in the day-to-day management of and had no/has no executive role in such companies, the Company considers that his role in such companies has no impact on his independence as an Independent Non-executive Director of the Company.

Save as disclosed above, there are no other matters concerning Mr Au's appointment that need to be brought to the attention of the shareholders of the Company nor any information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

The Company would like to give a warm welcome to Mr Au for rejoining the Board.

Following the appointment of Mr Au, the Board comprises 18 Directors of which six are Independent Non-executive Directors representing one-third of the members of the Board. Thus, this meets the requirement under Rule 3.10A of the Listing Rules.

By Order of the Board Timon LIU Cheung Yuen

Company Secretary

Hong Kong, 13 December 2018

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