Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CHANGE OF DIRECTORS

Sir Po-shing Woo resigned as a Non-executive Director of the Company on 29 February 2012. Accordingly, Mr. Woo Ka Biu, Jackson ceased to be an alternate to Sir Po-shing Woo on the same date.
Mr. Woo Ka Biu, Jackson has been appointed as an Independent Non-executive Director of the
Company with effect from 1 March 2012.
The board of directors (the "Board") of Henderson Land Development Company Limited ("the
Company") would like to announce the following change of directors:

Resignation of Non-executive Directors

Sir Po-shing Woo resigned as a Non-executive Director of the Company on 29 February 2012 due to his decision to devote more time to his personal endeavours. Accordingly, Mr. Woo Ka Biu, Jackson ("Mr. Woo") ceased to be an alternate to Sir Po-shing Woo on the same date.
Sir Po-shing Woo has confirmed that he has no disagreement with the Board. There are no matters that need to be brought to the attention of the shareholders of the Company in relation to his resignation.
Sir Po-shing Woo had been serving on the Board for over 30 years since 1981. The Board would like to express its gratitude to him for his support, devotion and invaluable contribution to the Company for such a long tenure.

Appointment of Independent Non-executive Director

Mr. Woo has been appointed as an Independent Non-executive Director of the Company with effect from 1 March 2012.
Mr. Woo, aged 49, holds a Master of Arts degree in Jurisprudence from the Oxford University and is a qualified solicitor in England and Wales, Hong Kong Special Administrative Region and Australia. Mr. Woo is a partner of Jackson Woo & Associates in association with Ashurst Hong Kong and was a director of N M Rothschild & Sons (Hong Kong) Limited ("Rothschild"). Prior to joining Rothschild, Mr. Woo was a partner in the corporate finance department of Woo, Kwan, Lee & Lo.

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Mr. Woo was an alternate to Sir Po-shing Woo, in Sir Po-shing Woo's capacity as an non-executive director of the Company and Henderson Investment Limited ("HIL"), a listed non-wholly owned subsidiary company of the Company. Mr. Woo's corresponding alternate directorship ceased at the same time when Sir Po-shing Woo resigned from the Board of the Company on 29 February 2012 and retired from the Board of HIL on 1 June 2010. He is a director of Kailey Group of Companies. He is also an alternate to Sir Po-shing Woo, in Sir Po-Shing Woo's capacity of non-executive director of Sun Hung Kai Properties Limited, as well as an independent non-executive director of Ping An Insurance (Group) Company of China, Ltd., both of which are listed companies. He is the son of Sir Po-shing Woo. Save as disclosed above, Mr. Woo did not hold any other directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the date hereof, Mr. Woo is deemed to have a family interest in 2,000 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.
By a letter of appointment with the Company, Mr. Woo has been appointed as an Independent Non-executive Director for a term of three years. Other than that, Mr. Woo has not entered into a service contract with the Company. He is subject to re-election at the next annual general meeting of the Company following his appointment, and he is also subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association of the Company. He is entitled to receive a director's fee of HK$50,000 per annum which was fixed by shareholders of the Company at an annual general meeting.
Save as disclosed above, there are no other matters concerning Mr. Woo'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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The Board wishes to express its warm welcome to Mr. Woo on his appointment.
By Order of the Board Timon LIU Cheung Yuen Company Secretary
Hong Kong, 1 March 2012

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, Lee King Yue, Fung Lee Woon King, Lau Yum Chuen, Eddie, Li Ning, Kwok Ping Ho, Patrick and Wong Ho Ming, Augustine; (2) non-executive directors: Au Siu Kee, Alexander, Leung Hay Man, Lee Pui Ling, Angelina and Lee Tat Man; and (3) independent non-executive directors: Kwong Che Keung, Gordon, Ko Ping Keung, Wu King Cheong and Woo Ka Biu, Jackson.

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