Henderson Sunlight Asset Management Limited Announces Hong Kong Public Offering of Sunlight REIT Highlights: A diversified REIT with 20 properties, offering exposure to both office and retail sectors and geographically across Hong Kong Guaranteed distributions per unit by the vendors for the three financial years until 30 June 2009, subject to applicable terms and conditions Hong Kong Public Offering (HKPO) Price range per unit: HK$2.45 – HK$2.60 Guaranteed annualised distribution yield range: 8.49% - 9.01%¹ until 30 June 2009, subject to applicable terms and conditions HKPO period: From 9:00 a.m. on Friday, 8 December 2006 until 12:00 noon on Wednesday, 13 December 2006 Dealing in the units expected to commence on the Main Board of the Stock Exchange of Hong Kong on 21 December 2006 (under stock code 435) HONG KONG, 7 December 2006 – Henderson Sunlight Asset Management Limited (the “Manager” or “HSAM”) today announced details of the Hong Kong Public Offering of units in Sunlight Real Estate Investment Trust (“Sunlight REIT”). Mr. Kan Fook Yee, Chairman of HSAM, said, “Sunlight REIT offers investors the opportunity to invest in a diversified portfolio of quality office and retail properties strategically located throughout Hong Kong. We aim to offer unitholders regular and stable cash distributions, with opportunities for growth through value-added asset management and a disciplined acquisition strategy.” Mr. Keith Wu, CEO and Executive Director of HSAM, said, “Our portfolio has exhibited high occupancy rates across the properties, providing stable cash flows to Sunlight REIT. With over 900 tenancies, our diverse tenant mix also provides a natural hedge against the business cycle of any one property sub-sector. Our portfolio is also well positioned to benefit from upward rental reversion opportunities to drive top line rental growth. Leveraging the strong support from the vendors, our experienced and professional management team strives to deliver effective management of the portfolio that will enhance value for our unitholders.” The Placing and Public Offering comprises: a Hong Kong Public Offering of initially 104,538,000 units to retail investors in Hong Kong, representing approximately 10% of the total number of units offered under the Offering (subject to adjustment and reallocation); an International Offering of initially 940,832,362 units to institutional, professional and other investors, representing approximately 90% of the total number of units offered under the Offering (subject to adjustment and the Over-allotment Option); and a Preferential Offering of initially 63,049,362 units to qualifying Henderson Land Development Company Limited (“HLD”) shareholders out of the units being offered under the International Offering. Up to 104,538,000 units, representing about 10% of the total number of units initially available under the Offering, will be available by way of an Over-allotment Option to be granted by Shau Kee Financial Enterprises Limited (“SKFE”) and HLD . The offer price per unit has been set at a range of HK$2.45 (the “Minimum IPO Price”) to HK$2.60 (the “Maximum IPO Price”). The price determination date is expected to be Wednesday, 13 December 2006. Dealing in the units is expected to commence on Thursday, 21 December 2006 on the Main Board of the Stock Exchange of Hong Kong under the stock code 435. Units will be traded in board lots of 1,000 units. The expected market capitalisation of Sunlight REIT is HK$3,643.2 million and HK$3,866.2 million, based on the Minimum Offer Price and Maximum Offer Price respectively. An annualised distribution of HK$0.2208 per unit will be guaranteed (subject to applicable terms and conditions) by the vendors until 30 June 2009, representing an annualised distribution yield of 8.49% based on the Maximum Offer Price and 9.01% based on the Minimum Offer Price (excluding other transaction costs)² for the financial year ending 30 June 2007. HSAM’s distribution policy is to distribute 100% of Sunlight REIT’s Annual Distributable Income for each financial year. The vendors and the Manager also announced the following arrangements (which are subject to the further terms and conditions set out in the Offering Circular): Adjustment payments: the vendors have, subject to applicable terms and conditions, effectively given an assurance that the consolidated rental income will not be less than the assured minimum rental per annum of HK$405.4 million, pro rata in respect of the period from the listing date up to 30 June 2007, HK$429.4 million for the year ending 30 June 2008 and HK$454.9 million for the year ending 30 June 2009. Distribution waiver: SKFE and HLD have agreed to waive certain proportions of their entitlements to receive distibutions of Sunlight REIT until 30 June 2011. Flagship and Pipeline Commitment: Sunlight REIT is intended to be the flagship Hong Kong office and retail REIT for the HLD group. It is intended that 12 months (and no later than 18 months) after the listing date, HLD and the Manager will enter into arm’s length negotiations for the potential sale and purchase (respectively) of at least two office and/or retail properties for Sunlight REIT in Hong Kong. Management fees paid in units: HSAM has agreed to receive units in lieu of Management fees payable for five years until 2011. Sunlight REIT’s portfolio comprises 12 office and eight retail properties strategically located across Hong Kong with a total gross rentable area of approximately 1.3 million square feet. The office properties include Grade A and Grade B offices primarily located in core and decentralised business areas. The retail properties are mainly based in regional transportation hubs, new towns and other urban areas with high population density throughout Hong Kong. The appraised value of these properties is HK$9.09 billion. The aggregate acquisition value of these properties is approximately HK$7.06 billion (based on the Minimum Offer Price of HK$2.45), which is at a discount of 22.4% to the appraised value, to approximately HK$7.27 billion (based on the Maximum Offer Price of HK$2.60, which is at a discount of 20.0% to the appraised value. The Hong Kong Public Offering of Sunlight REIT will open on Friday, 8 December 2006 and will close at 12:00 noon on Wednesday, 13 December 2006. Application forms and Offering Circulars (in English and Chinese) containing full details on the Hong Kong Public Offering may be obtained from any of the designated receiving bank branches of The Hongkong and Shanghai Banking Corporation Limited, Bank of China (Hong Kong) Limited, The Bank of East Asia Limited, and Hang Seng Bank Limited listed in the Offering Circular. In connection with the Offering, the price of the units may be stablilised in accordance with the Securities and Futures (Price Stabilizing) Rules (Cap 571W of the Laws of Hong Kong). Details of the intended stabilisation and how it will be regulated under the Securities and Futures (Price Stabilizing) Rules (Cap 571W of the Laws of Hong Kong) will be contained in the Offering Circular. The Joint Global Coordinators, Joint Bookrunners and Joint Listing Agents of the offering are The Hongkong and Shanghai Banking Corporation Limited, Deutsche Bank AG, Hong Kong Branch and Macquarie Securities Limited. Timetable The expected timetable for the Hong Kong Public Offering is as follows: Offering Circulars available for collection 9.00 am, Friday, 8 December to 12 noon, Wednesday, 13 December 2006 Application forms available for collection and submission 9.00 am, Friday, 8 December to 12 noon, Wednesday, 13 December 2006 Announcement of Offer Price, level of indication, allocation results and basis of allocation published Wednesday, 20 December 2006 Dispatch of unit certificates and refund cheques On or before Wednesday, 20 December 2006 Listing and trading on the Main Board of the Stock Exchange of Hong Kong Thursday, 21 December 2006 Media enquiries (related to the IPO) For more information, please contact: Sukyi Yau Fiona Chan Citigate Dewe Rogerson Citigate Dewe Rogerson Office +852 2533 4622 Office +852 2533 4642 Mobile +852 9030 7204 Mobile +852 9676 7515 E-mail sukyi.yau@citigate.com.hk E-mail fiona.chan@citigate.com.hk About Henderson Sunlight Asset Management Limited (HSAM) Henderson Sunlight Asset Management Limited was incorporated in Hong Kong on 18 August 2005. HSAM is an indirect wholly-owned subsidiary of Henderson Land Development Company Limited. HSAM has the general power of management over the assets of Sunlight REIT. Its main responsibility is to manage Sunlight REIT and its property portfolio in accordance with Sunlight REIT’s trust deed in the sole interest of the unitholders of Sunlight REIT and in accordance with the Manager’s investment strategy. ¹ Based on Maximum and Minimum IPO Prices (excluding other transaction costs), and subject to applicable terms and conditions. ² The guarantee may fall away or diminish on the occurrence of certain events, including events of force majeure (as specified in the Offering Circular), certain issues of new units and certain sales or acquisitions of properties without the consent of the Guarantors, in which case investors may not receive the guaranteed distribution yield. Disclaimer This press release is not for distribution, directly or indirectly, into the United States, Japan or Canada. This press release is not an offer of securities for sale in Hong Kong or elsewhere.