CAI Corp — Proxy Solicitation & Information Statement 2024

Apr 2, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Harbour Centre Development Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

HARBOUR CENTRE DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability) Stock Code: 51

RE-ELECTION OF DIRECTORS, REVISION OF ANNUAL FEES PAYABLE TO DIRECTORS, GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Harbour Centre Development Limited to be held in Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong on Friday, 3 May 2024 at 11:15 a.m. is set out on pages 11 to 14 of this circular. A proxy form for use at the AGM is enclosed. This circular together with the proxy form are published on the respective websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.harbourcentre.com.hk). Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete the proxy form and return it to the Share Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 11:15 a.m. on Tuesday, 30 April 2024, or in case of any adjournment thereof, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for the holding of such adjourned meeting. Return of the completed proxy form will not preclude Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish.

3 April 2024

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Harbour Centre Development Limited

DEFINITIONS

In this circular, unless otherwise defined or the context otherwise requires, the following expressions shall have the following meanings:

‘‘AGM’’ the annual general meeting of the Company to be held at 11:15 a.m. on Friday, 3 May 2024 in Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, or any adjournment thereof

• ‘‘Articles’’

the articles of association of the Company for the time being

• ‘‘Audit Committee’’ the audit committee of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Companies Ordinance’’

Companies Ordinance (Chapter 622 of the laws of Hong Kong)

‘‘Company’’ Harbour Centre Development Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company from time to time

• ‘‘Group’’

• the Company together with its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘INED(s)’’ Independent Non-executive Director(s) of the Company, unless where the context otherwise specified

• ‘‘Latest Practicable Date’’ 26 March 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

• ‘‘Nomination Committee’’ the nomination committee of the Company

• ‘‘Nomination Policy’’

• ‘‘Retiring Directors’’

• the nomination policy as adopted and/or amended by the Company from time to time Mr. David T. C. Lie-A-Cheong, Mr. Peter Z. K. Pao and Hon. Frankie C. M. Yick

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘Share Registrar’’ the Company’s Share Registrar, Tricor Tengis Limited

• ‘‘Share(s)’’ ordinary share(s) in the share capital of the Company

• ‘‘Shareholder(s)’’

• ‘‘Stock Exchange’’

• holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

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Harbour Centre Development Limited

3 April 2024

HARBOUR CENTRE DEVELOPMENT LIMITED

(Incorporated in Hong Kong with limited liability) Stock Code: 51

Director:

Mr. Stephen T. H. Ng (Chairman)

Non-executive Directors:

Hon. Frankie C. M. Yick, GBS, JP Mr. Peter Z. K. Pao

Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

Independent Non-executive Directors:

Mr. David T. C. Lie-A-Cheong, SBS, OM, JP Mr. Roger K. H. Luk, BBS, JP Mr. Michael T. P. Sze Mr. Brian S. K. Tang Mr. Ivan T. L. Ting

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

REVISION OF ANNUAL FEES PAYABLE TO DIRECTORS, GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

(1) INTRODUCTION

The purpose of this circular is to provide you with the information in connection with the ordinary resolutions to be proposed at the forthcoming AGM to be held on 3 May 2024 to, inter alia, (i) re-elect the Retiring Directors of the Company; (ii) revise the annual fees payable to the Directors; and (iii) grant general mandates to buy back Shares and to issue new Shares of the Company.

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Harbour Centre Development Limited

(2) RE-ELECTION OF DIRECTORS

Three Directors, namely, Mr. David T. C. Lie-A-Cheong, Mr. Peter Z. K. Pao and Hon. Frankie C. M. Yick, are due to retire by rotation at the AGM and, being eligible, offer themselves for re-election. The proposed re-election of each of the Retiring Directors has been recommended by the Nomination Committee and approved by the Board for submission to the AGM for voting by the Shareholders under separate resolutions.

Biographical information relating to the Retiring Directors is set out in Appendix I to this circular. So far as the Directors are aware, save as disclosed below, as at the Latest Practicable Date, (i) none of the Retiring Directors had any interest (within the meaning of Part XV of the SFO) in the securities of the Company; (ii) none of the Retiring Directors held, or in the past three years held, any directorship in any listed public company or held any other major appointments or professional qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders. The Retiring Directors, if re-elected at the AGM, will not have any fixed term of service with the Company but will be subject to retirement by rotation at annual general meetings of the Company at least once every three years in accordance with the Articles.

Amongst the Retiring Directors, Mr. Lie-A-Cheong, being an INED, has made an annual confirmation of his independence in accordance with the independence guidelines as set out in Rule 3.13 of the Listing Rules. During his tenure as an INED, Mr. Lie-A-Cheong has not been involved in the daily management of the Company or financially dependent on the Company which would materially interfere with his exercise of independent judgement. Having assessed the independence of Mr. Lie-A-Cheong, the Nomination Committee has affirmed that Mr. Lie-A-Cheong continued to demonstrate his ability to provide impartial judgement and independent views to the Company’s matters and possesses the requisite integrity and competence to continue fulfilling his role as an INED, and therefore he is considered independent.

The Nomination Committee, after reviewing the suitability of each of the Retiring Directors with reference to the assessment criteria as set out in the Nomination Policy and taking into account their respective contributions in the past, has made recommendations for the re-election of each of the Retiring Directors.

The Board, having considered the recommendation of the Nomination Committee, is of the view that the diverse skills and experience as well as individual attributes of each of the Retiring Directors continue to enhance the Board’s diversity and optimal composition. The Board accepted the recommendations from the Nomination Committee and recommends to the Shareholders the proposed re-election of the Retiring Directors at the AGM. The Board is of the view that the re-election of the Retiring Directors is in the best interests of the Company and its Shareholders as a whole.

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Harbour Centre Development Limited

(3) REVISION OF ANNUAL FEES PAYABLE TO DIRECTORS

The current structure of annual fees payable to each of the Directors and members of the Audit Committee was approved by Shareholders at the annual general meeting of the Company held on 3 May 2019. Following a recent review taking into account their responsibilities and enhanced role on corporate governance, it is considered appropriate that the rates of annual fees payable to each of the Directors, chairman and members of the Audit Committee be revised.

It is proposed that the annual fees revision as set out below shall take effect from 1 January 2024 retroactively:

	HK$ per person	per annum
	Current	Proposed
Director	70,000	80,000
Audit Committee Chairman	30,000	50,000
Audit Committee Member (other than Audit Committee Chairman)	30,000	40,000

Three separate resolutions to give effect to such annual fees revision will be put forward at the AGM for the purpose of seeking approval from the Shareholders.

(4) GENERAL MANDATES FOR BUY BACK AND ISSUE OF SHARES

At the annual general meeting of the Company held on 4 May 2023, ordinary resolutions were passed giving general mandates to the Directors (i) to buy back Shares on the Stock Exchange representing up to 10% of the number of Shares in issue as at 4 May 2023; and (ii) to allot, issue and deal with Shares subject to a restriction that the aggregate number of Shares allotted or agreed to be allotted must not exceed the aggregate of (a) 20% of the number of Shares in issue as at 4 May 2023, plus (b) (authorised by a separate ordinary resolution as required by the Listing Rules) the number of any Shares bought back by the Company since the granting of the general mandate for issue of Shares.

Pursuant to the Companies Ordinance and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed buy-back mandate is set out in Appendix II to this circular.

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Harbour Centre Development Limited

(5) ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 11 to 14 of this circular. A proxy form for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete the proxy form and return it to the Share Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 11:15 a.m. on Tuesday, 30 April 2024, or in case of any adjournment thereof, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for the holding of such adjourned meeting. Return of the completed proxy form will not preclude you from attending and voting at the AGM, or any adjournment thereof, if you so wish.

(6) RECOMMENDATION

The Directors believe that the proposed resolutions in relation to the re-election of the Retiring Directors, the revision of annual fees payable to Directors and the general mandates in respect of the buy-back and issue of Shares to be put forward at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Stephen T. H. Ng Chairman

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Harbour Centre Development Limited

APPENDIX I

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Set out below is the relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. David Tai Chong LIE-A-CHEONG, SBS, OM, JP, aged 64, has been appointed as an INED of the Company since 2018. He is the executive chairman of Newpower International (Holdings) Co., Ltd. and China Concept Consulting Ltd. He has been selected as a member of the National Committee of the 8th, 9th, 10th, 11th, 13th and 14th Chinese People’s Political Consultative Conference since 1993. He acted as a panel convenor cum member of the Financial Reporting Review Panel of Hong Kong from 2007 to 2013. He was also a general committee member of the Hong Kong General Chamber of Commerce until May 2022. Mr. Lie-A-Cheong is currently the honorary consul of the Hashemite Kingdom of Jordan in Hong Kong, the chairperson of the Hong Kong-Taiwan Economic and Cultural Cooperation and Promotion Council and a standing committee member of the China Overseas Friendship Association. Mr. Lie-A-Cheong is also an INED of Herald Holdings Limited, a publicly listed company in Hong Kong. He was formerly an INED of publicly listed Aluminum Corporation of China Limited until June 2021.

Mr. Lie-A-Cheong receives from the Company a Director’s fee at such rate approved by the Shareholders from time to time, currently being HK$70,000 per annum. The relevant fee payable to him is determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an INED. Mr. Lie-A-Cheong has no service contract with the Group and therefore receives no emolument from the Group other than the abovementioned Director’s fee.

Mr. Peter Zen Kwok PAO, aged 74, has been appointed as a Director of the Company since 2018. He joined the WAC/Wharf group in 1993 and has been serving as a director of the non-listed subsidiaries of Wheelock and Company Limited (‘‘WAC’’), The Wharf (Holdings) Limited (‘‘Wharf’’) as well as Wharf Real Estate Investment Company Limited (‘‘Wharf REIC’’). He is currently the director of External Relations for WAC, a director of the Wharf/Wharf REIC group overseeing its Investor Relations Department as well as a director of Modern Terminals Limited (‘‘Modern Terminals’’). He is also a member of the Project WeCan Committee.

Mr. Pao was born in Shanghai and graduated with a Bachelor of Science in Industrial Management from Purdue University in the United States of America in 1974. Prior to joining the WAC/Wharf group, he worked extensively in the finance and shipping industries in Hong Kong and Tokyo.

Mr. Pao receives from the Company a Director’s fee at such rate approved by the Shareholders from time to time, currently being HK$70,000 per annum. The relevant fee payable to him is determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an INED. Mr. Pao has no service contract with the Group and therefore receives no emolument from the Group other than the abovementioned Director’s fee.

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Harbour Centre Development Limited

Hon. Frankie Chi Ming YICK, GBS, JP, MSc, BSc, CEng, FCILT, MIET, aged 70, has been a Director of the Company since July 2012. He has extensive industrial and management experience in the public transportation and logistics industry. He is a member of the Legislative Council of Hong Kong representing the Transport Functional Constituency and a member of Hong Kong Logistics Development Council. Mr. Yick is a director of Modern Terminals and a non-executive director of The ‘‘Star’’ Ferry Company, Limited, a fellow subsidiary of the Company. He is also a director of Hong Kong Air Cargo Terminals Limited which is an associate of Wharf. Other than the private sector, Mr. Yick has also been appointed as a member of The Hong Kong Maritime and Port Board since 1 April 2016 and a vice-chairman of the Independent Police Complaints Council since 1 January 2019. Mr. Yick is a chartered engineer. He holds a Bachelor’s Degree in Industrial Engineering awarded by The University of Hong Kong and a Master’s Degree in Industrial Management awarded by The University of Birmingham, UK.

Mr. Yick receives from the Company a Director’s fee at such rate approved by the Shareholders from time to time, currently being HK$70,000 per annum. The relevant fee payable to him is determined by reference to the level of fee normally payable by a listed company in Hong Kong to a director, including an INED. Mr. Yick has no service contract with the Group and therefore receives no emolument from the Group other than the abovementioned Director’s fee.

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Harbour Centre Development Limited

APPENDIX II

EXPLANATORY STATEMENT

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules which provides requisite information in connection with the proposed general mandate for share buy-back and also constitutes the Memorandum required under Section 239 of the Companies Ordinance.

• (i) It is proposed that the general buy-back mandate will authorise the buy-back by the Company of up to 10% of the number of Shares in issue at the date of passing the resolution to approve the general buy-back mandate (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after passing of the resolution). As at the Latest Practicable Date, the number of Shares in issue was 708,750,000 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Shares will be bought back after the Latest Practicable Date and up to the date of passing such resolution), exercise in full of the general buy-back mandate would result in the buy-back by the Company of up to 70,875,000 Shares.

• (ii) The Directors believe that the general authority from Shareholders to enable buy-back of Shares is in the best interests of the Company and Shareholders. Share buy-backs may, depending on the circumstances and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to buy back Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

• (iii) The funds required for any buy-back would be derived from the distributable profits of the Company or such other fundings legally available for such purpose in accordance with the Articles and the applicable laws of Hong Kong.

• (iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited financial statements for the year ended 31 December 2023 being forwarded to Shareholders together with this circular) in the event that the general buy-back mandate is exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the general buy-back mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

• (v) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any close associates (as defined in the Listing Rules) of the Directors who have a present intention, in the event that the general buy-back mandate is granted by Shareholders, to sell Shares to the Company.

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Harbour Centre Development Limited

• (vi) The Directors will exercise the power of the Company to make buy back Shares pursuant to the general buy-back mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

• (vii) As at the Latest Practicable Date, as recorded in the register required to be kept by the Company under Part XV of the SFO, Wharf REIC, being the controlling shareholder of the Company, was interested in more than 50% of the number of Shares in issue. The Directors are not aware of any consequences which would arise under the Code on Takeovers and Mergers as a consequence of any purchases pursuant to the general buy-back mandate.

• (viii) No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date.

• (ix) No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the general buy-back mandate is granted by Shareholders.

• (x) Neither this Explanatory Statement nor the proposed share buy-back has any unusual features.

• (xi) The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date are as follows:

	Highest	Lowest
	(HK$)	(HK$)
March 2023	7.40	7.01
April 2023	7.45	7.01
May 2023	7.47	7.08
June 2023	7.37	7.14
July 2023	7.35	7.20
August 2023	7.29	7.15
September 2023	7.30	6.50
October 2023	7.17	6.92
November 2023	7.16	7.00
December 2023	7.21	7.04
January 2024	7.10	6.00
February 2024	6.00	5.66
1 March 2024 up to the Latest Practicable Date	6.03	5.60

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Harbour Centre Development Limited

HARBOUR CENTRE DEVELOPMENT LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Harbour Centre Development Limited (the ‘‘Company’’) will be held in Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong, on Friday, 3 May 2024 at 11:15 a.m. for the following purposes:

• (1) To receive and adopt the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 31 December 2023.

• (2) To re-elect the retiring Directors.

• (3) To approve the revision of the annual fees payable to Directors of the Company (the ‘‘Directors’’), as set out below, with retroactive effect from 1 January 2024:

• (a) an increase in the rate of annual fee payable to each of the Directors from HK$70,000 per annum to HK$80,000 per annum;

• (b) an increase in the rate of annual fee payable to the chairman of the audit committee of the Company (the ‘‘Audit Committee’’) from HK$30,000 per annum to HK$50,000 per annum; and

• (c) an increase in the rate of annual fee payable to each member of the Audit Committee, other than the chairman of the Audit Committee, from HK$30,000 per annum to HK$40,000 per annum.

• (4) To re-appoint Auditors and authorise the Directors to fix their remuneration.

And to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

• (5) ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase shares in the capital of the Company (the ‘‘Shares’’) be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of Shares in issue at the date of passing this Resolution (subject

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Harbour Centre Development Limited

to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution), and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

  • (aa) the conclusion of the next annual general meeting of the Company;

  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

  • (cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.’’

• (6) ‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of rights of subscription or conversion under the terms of any options, warrants or similar rights granted by the Company or any securities which are convertible into Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

  • (aa) 20% of the number of Shares in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution); plus

  • (bb) (if the Directors are so authorised by a separate ordinary resolution of shareholders of the Company) the number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the number of Shares in issue at the date of passing ordinary resolution (5) set out in the notice

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Harbour Centre Development Limited

convening this meeting) (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the said ordinary resolution(5)), and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (aa) the conclusion of the next annual general meeting of the Company;

• (bb) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

‘‘Rights Issue’’ means an offer of shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).’’

• (7) ‘‘THAT the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with any additional Shares pursuant to ordinary resolution (6) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such further additional Shares as shall represent the aggregate number of Shares bought back by the Company subsequent to the passing of the said ordinary resolution (6), provided that the number of Shares so added shall not exceed 10% of the number of Shares in issue at the date of passing ordinary resolution (5) set out in the notice convening this meeting (subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of the said ordinary resolution (5)).’’

By Order of the Board

Grace L. C. Ho

Company Secretary

Hong Kong, 3 April 2024

Registered Office:

16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

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Harbour Centre Development Limited

Notes:

• (a) A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his/her stead. A proxy need not be a shareholder of the Company. In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be completed and returned to the Company’s Share Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 11:15 a.m., on Tuesday, 30 April 2024, or in case of any adjournment thereof, not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for the holding of such adjourned meeting.

• (b) Where there are joint registered holders of any share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto. If more than one of such joint holders are present at the AGM personally or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (c) With reference to item (2) above, Mr. David T. C. Lie-A-Cheong, Mr. Peter Z. K. Pao and Hon. Frankie C. M. Yick are proposed to be re-elected at the AGM.

• (d) With reference to item (4) above, Messrs. KPMG, Certified Public Accountants and Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance, are proposed to be re-appointed as Auditors of the Company.

• (e) With reference to item (6) above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the mandate to be given thereunder.

• (f) Pursuant to Rule 13.39(4) of the Listing Rules, Chairman of the AGM will put each of the above resolutions to be voted by way of a poll under Article 75 of the Articles of Association of the Company.

• (g) The Register of Members of the Company will be closed from Monday, 29 April 2024 to Friday, 3 May 2024, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain shareholders’ right for the purpose of attending and voting at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 26 April 2024.

• (h) If a tropical cyclone warning signal no. 8 or above is hoisted, or ‘‘extreme conditions after super typhoons’’ announced by the HKSAR Government is in force at or after 9:30 a.m. on the date of the AGM, the meeting will be postponed or adjourned. The Company will publish an announcement on the respective websites of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.harbourcentre.com.hk) to notify shareholders of the date, time and venue of the rescheduled meeting.

• (i) The translation into Chinese language of this document is for reference only. In case of any inconsistency, the English version shall prevail.

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Harbour Centre Development Limited