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 AND RE-ELECTION OF THE RETIRING DIRECTORS

A notice convening the Annual General Meeting of the Company to be held at the Four Seasons Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on 5 June 2017 at 11:30 a.m. is set out in the Annual Report for the year ended 31 December 2016.

25 April 2017

Expected Timetable Definitions Letter from the Board of Directors

Page

ii iii

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

Annual General Meeting

5

Recommendations

5

Appendix I - Explanatory Statement

6

Appendix II - Biographical Details of the Retiring Directors

to be Re-elected

9

2017

Latest time for lodging transfers for entitlement to the right to attend and vote at the

Annual General Meeting 4:30 p.m. on Monday, 29 May

Closure of Register of Members From Tuesday, 30 May

to Monday, 5 June (both days inclusive)

Annual General Meeting 11:30 a.m. on Monday, 5 June

Publication of Poll Results Monday, 5 June

Latest date for dealing in Shares cum entitlements to

the final dividend and the Bonus Shares Tuesday, 6 June

First date of dealing in Shares ex entitlements to

the final dividend and the Bonus Shares Wednesday, 7 June

Latest time for lodging transfers for entitlements to

the final dividend and the Bonus Shares 4:30 p.m. on Thursday, 8 June

Closure of Register of Members From Friday, 9 June

to Tuesday, 13 June (both days inclusive)

Record Date for determination of entitlements to

the final dividend and the Bonus Shares Tuesday, 13 June

Despatch of dividend cheques and certificates

for Bonus Shares Wednesday, 21 June

First date of dealing in Bonus Shares 9:00 a.m. on Thursday, 22 June

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 Four Seasons Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on 5 June 2017 at 11:30 a.m.;

"Annual Report" the Company's annual report for the year ended 31 December 2016;

"Articles of Association" the Articles of Association of the Company; "Board" the board of Directors;

"Bonus Shares" the Shares proposed to be issued by way of bonus on the terms set out in this circular;

"Bonus Shares Issue" the proposed issue of Bonus Shares;

"Buy-back Mandate" the general mandate to exercise the power of the

Company to buy back Shares not exceeding 10% of the total number of issued shares in the Company 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;

Henderson Land Development Company Ltd. published this content on 25 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 April 2017 00:51:01 UTC.

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