Henderson Land Development : Circular – Proposals for Issue of Bonus Shares, General Mandates to Buy Back Shares and to Issue Shares, Re-election of the Retiring Directors and Amendments to the Articles of Association

THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Henderson Land Development Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

PROPOSALS FOR

ISSUE OF BONUS SHARES

GENERAL MANDATES TO BUY BACK SHARES

AND TO ISSUE SHARES

RE-ELECTION OF THE RETIRING DIRECTORS

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A notice convening the Annual General Meeting of the Company to be held at The Ballroom, 18/F, The Mira Hong Kong, 118-130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 28 May 2019 at 9:30 a.m. is set out in the Annual Report for the year ended 31 December 2018.

23 April 2019

		CONTENTS
			Page
Expected Timetable			ii
Definitions			iii
Letter from the Board of Directors
Introduction			1
Proposed issue of Bonus Shares			2
Proposed general mandates to buy back shares and to issue shares			3
Proposed re-election of the retiring Directors			4
Proposed amendments to the Articles of Association			6
Annual General Meeting			7
Recommendations			7
Appendix I	-	Explanatory Statement	8
Appendix II	-	Biographical Details of the Retiring Directors
		to be Re-elected	11
Appendix III	-	Proposed Special Resolution to amend the
		Articles of Association	16

- i -

EXPECTED TIMETABLE

	2019
Latest time for lodging transfers for entitlements to
attend and vote at the
Annual General Meeting	4:30 p.m. on Wednesday, 22 May
Closure of Register of Members	From Thursday, 23 May
	to Tuesday, 28 May
	(both days inclusive)
Record date for determining entitlements to
attend and vote at the
Annual General Meeting	Tuesday, 28 May
Annual General Meeting	9:30 a.m. on Tuesday, 28 May
Publication of poll results of Annual General Meeting	Tuesday, 28 May
Latest date for dealing in Shares cum-entitlements to
the final dividend and the Bonus Shares	Wednesday, 29 May
First date of dealing in Shares ex-entitlements to
the final dividend and the Bonus Shares	Thursday, 30 May
Latest time for lodging transfers for entitlements to
the final dividend and the Bonus Shares	4:30 p.m. on Friday, 31 May
Closure of Register of Members	From Monday, 3 June
	to Wednesday, 5 June
	(both days inclusive)
Record date for determining entitlements to
the final dividend and the Bonus Shares	Wednesday, 5 June
Despatch of dividend cheques and certificates
for the Bonus Shares	Monday, 17 June
First date of dealing in the Bonus Shares	9:00 a.m. on Tuesday, 18 June

- ii -

DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held at
	The Ballroom, 18/F, The Mira Hong Kong, 118-130
	Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on
	Tuesday, 28 May 2019 at 9:30 a.m.;
"Annual Report"	the Company's annual report for the year ended
	31 December 2018;
"Articles of Association"	the Articles of Association of the Company;
"Board"	the board of Directors;
"Bonus Share(s)"	the Share(s) proposed to be issued by way of bonus on
	the terms set out in this circular;
"Bonus Shares Issue"	the proposed issue of the Bonus Shares;
"Buy-back Mandate"	the general mandate to exercise the powers of the
	Company to buy back Shares not exceeding 10% of the
	total number of issued Shares as at the date of passing of
	the resolution approving the Buy-back Mandate;
"CCASS"	the Central Clearing and Settlement System established
	and operated by HKSCC;
"Chairman"	the chairman presiding at any meeting of members or of
	the board of Directors;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the laws of
	Hong Kong) and any amendments thereto;
"Company"	Henderson Land Development Company Limited;
"Directors"	the directors of the Company;
"Group"	the Company and its subsidiaries;
"HKSCC"	Hong Kong Securities Clearing Company Limited;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

- iii -