First Pacific Company Limited — Proxy Solicitation & Information Statement 2013

Jan 22, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your 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 Sun Hung Kai & Co. Limited, you should at once hand this circular and the accompanying form of proxy 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 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 86)

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

A notice convening the EGM of Sun Hung Kai & Co. Limited (the “Company”) to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 8 February 2013 at 10:00 a.m. is set out on pages 25 to 26 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the registrar of the Company, Tricor Secretaries Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

23 January 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Facility Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Principal Terms of the Facility Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Security provided by AFSCL pursuant to the Facility Agreement . . . . . . . . .	6
Information about SHKSFL, SHKISL and AFSCL . . . . . . . . . . . . . . . . . . . . . .	6
Reasons for the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	10
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	12
APPENDIX — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

• “AFSCL” Asia Financial Services Company Limited, a company incorporated in the Cayman Islands with limited liability, being the borrower under the Facility Agreement, and a substantial shareholder of the Company

• “AGL” Allied Group Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 373)

• “APL” Allied Properties (H.K.) Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the Main Board of the Stock Exchange (Stock Code: 56 and Warrant Code: 1183), and a non wholly-owned subsidiary of AGL. As at the Latest Practicable Date, APL was beneficially owned as to approximately 74.97% by AGL

• “Arrangement Fee” an arrangement fee of HK$12,000,000 less the aggregate fees, costs and expenses of SHKISL and AFSCL in connection with the Facility, to be payable by AFSCL to SHKISL in accordance with the terms of the Facility Agreement

• “associate(s)” has the meaning as ascribed in the Listing Rules

• “Board”

• the board of Directors

• “Commitment Fee”

• a commitment fee of HK$36,000,000, to be payable by AFSCL to SHKSFL in accordance with the terms of the Facility Agreement

• “Company”

• Sun Hung Kai & Co. Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 86) and an indirect non wholly-owned subsidiary of each of AGL and APL. As at the Latest Practicable Date, the Company was beneficially owned as to approximately 55.26% by APL

• “connected person” has the meaning as ascribed in the Listing Rules

– 1 –

DEFINITIONS

• “controller”

• has the meaning as ascribed in the Listing Rules

• “Director(s)” the director(s) of the Company

• “Drawdown Date” the date of drawdown of the Facility

• “EGM”

• an extraordinary general meeting of the Company to be convened at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 8 February 2013 at 10:00 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, approving the Transaction Documents and the Transaction

• “Facility”

• the term loan facility in an aggregate amount equal to HK$600,000,000 (to the extent not cancelled, reduced or transferred under the Facility Agreement)

• “Facility Agreement”

• the facility agreement dated 2 January 2013 entered into by SHKSFL as the lender, SHKISL as the arranger and AFSCL as the borrower

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

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

• “Independent Board Committee”

the independent board committee, comprising Messrs. David Craig Bartlett, Alan Stephen Jones, Carlisle Caldow Procter and Peter Wong Man Kong, all being the independent non-executive Directors, formed to advise the Independent Shareholders as to the Transaction Documents and the Transaction

• “Independent Financial Adviser”/“Nuada”

Nuada Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities as defined under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Transaction Documents and the Transaction

– 2 –

DEFINITIONS

• “Independent Shareholders”

• “Interest Rate”

• “Latest Practicable Date”

• “Listing Rules”

• “Pledged Securities”

• “Pledged Shares”

• “Pledged Warrants”

• “Security Deed”

• “SFO”

• “Share(s)”

• “Share and Cash Collateral Account”

• “Shareholder(s)”

• has the meaning as ascribed in the Listing Rules

• the fixed interest rate of 6.5% per annum to be charged under the Facility Agreement

• 18 January 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• the Rules Governing the Listing of Securities on the Stock Exchange

• the Pledged Shares and the Pledged Warrants

• the 341,600,000 Shares (including any related rights in respect of such shares) deposited or to be deposited in the Share and Cash Collateral Account and any Shares issued to AFSCL pursuant to the exercise of any Pledged Warrants and deposited in the Share and Cash Collateral Account or transferred to or held by any person in circumstances where SHKSFL has any right, title or interest in respect of same

• HK$427,000,000 in face value of warrants held by AFSCL which are exercisable to subscribe for Shares, details of which were disclosed in the Company’s announcement dated 26 April 2010

• the security deed dated 2 January 2013 executed by AFSCL as chargor in favour of SHKSFL as chargee by way of a first fixed charge over, amongst others, all of AFSCL’s rights and interests in the Pledged Securities and the Share and Cash Collateral Account

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

• ordinary share(s) of nominal value of HK$0.20 each in the share capital of the Company

• the share and cash account of AFSCL, in which the Pledged Securities and all dividends, interest and other payment in respect of the Pledged Securities are deposited or will be deposited

• holder(s) of the Share(s)

– 3 –

DEFINITIONS

• “SHKISL”

• Sun Hung Kai Investment Services Limited, a company incorporated in Hong Kong with limited liability, a licensed corporation to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined under the SFO and an indirect wholly-owned subsidiary of the Company, being the arranger under the Facility Agreement

• “SHKSFL”

• Sun Hung Kai Structured Finance Limited, a company incorporated in Hong Kong with limited liability, a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and an indirect wholly-owned subsidiary of the Company, being the lender under the Facility Agreement

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder”

• has the meaning as ascribed in the Listing Rules

• “Tian An”

• Tian An China Investments Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed in the Stock Exchange (Stock Code: 28)

• “Transaction”

• the transaction contemplated under the Transaction Documents

• “Transaction Documents” the Facility Agreement and the Security Deed

• “%”

• per cent

– 4 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

Executive Directors: Lee Seng Huang (Group Executive Chairman) William Leung Wing Cheung Joseph Tong Tang Peter Anthony Curry

Registered Office: 42/F, The Lee Gardens 33 Hysan Avenue Causeway Bay Hong Kong

Non-Executive Directors:

Goh Joo Chuan Leung Pak To Roy Kuan Ho Chi Kit (alternate to Roy Kuan)

Independent Non-Executive Directors: David Craig Bartlett Alan Stephen Jones Carlisle Caldow Procter Peter Wong Man Kong

23 January 2013

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board announced that on 2 January 2013, SHKSFL as lender and SHKISL as arranger entered into the Facility Agreement with AFSCL as borrower, pursuant to which SHKSFL has agreed to make available to AFSCL a secured term Facility of HK$600,000,000.

– 5 –

LETTER FROM THE BOARD

THE FACILITY AGREEMENT

The principal terms of the Facility Agreement are set out below:

Date: 2 January 2013

Parties : (1) SHKSFL as the lender; (2) SHKISL as the arranger; and (3) AFSCL as the borrower.

PRINCIPAL TERMS OF THE FACILITY AGREEMENT

SHKSFL has agreed to provide a secured term Facility to AFSCL of HK$600,000,000, to be applied for AFSCL’s general corporate purposes, for a term of 48 months from the Drawdown Date, on the terms and subject to the conditions set out in the Facility Agreement, including, among other things, each of the Company, APL and AGL having passed shareholders’ resolutions approving the Transaction. Interest accrued on the loan under the Facility is charged at the Interest Rate and is payable by AFSCL quarterly in arrears in accordance with the terms of the Facility Agreement. Pursuant to the Facility Agreement, AFSCL is required to repay the loan under the Facility, together with all accrued interest, in full on the day falling 48 months from the Drawdown Date, subject to the terms and conditions set out in the Facility Agreement. In addition, (i) the Arrangement Fee and Commitment Fee shall be payable to each of SHKISL and SHKSFL respectively from the proceeds of the drawdown of the Facility; and (ii) an amount of HK$32,000,000 from the proceeds of the drawdown of the Facility shall be kept in the Share and Cash Collateral Account on Drawdown Date for the purposes of meeting interest payments under the Facility.

SECURITY PROVIDED BY AFSCL PURSUANT TO THE FACILITY AGREEMENT

Pursuant to the terms of the Facility Agreement, the loan under the Facility is secured by the Security Deed executed by AFSCL as chargor in favour of SHKSFL as chargee by way of a first fixed charge over, amongst others, the Pledged Securities and the Share and Cash Collateral Account.

Upon the occurrence of an event of default under the Facility Agreement which is continuing, SHKSFL, as chargee under the Security Deed, has the right, amongst others, to sell or otherwise dispose of the Pledged Securities charged to it and to enter into possession in respect of the Share and Cash Collateral Account.

INFORMATION ABOUT SHKSFL, SHKISL AND AFSCL

SHKSFL

The principal business activity of SHKSFL is provision of loan finance. SHKSFL holds a money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

– 6 –

LETTER FROM THE BOARD

SHKISL

The principal business activities of SHKISL include investment holding, share brokerage and margin financing. SHKISL is a licensed corporation to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined under the SFO.

AFSCL

The principal business activity of AFSCL is investment holding. As at the Latest Practicable Date, AFSCL holds (i) 341,600,000 Shares, representing approximately 15.86% of the entire issued share capital of the Company; and (ii) HK$427,000,000 in face value of warrants of the Company, if exercised in full, is convertible into 68,320,000 new Shares. So far as is known to the Directors, as at the Latest Practicable Date, AFSCL controls and is entitled to control over the voting right in respect of the Shares held by it.

REASONS FOR THE TRANSACTION

The Board (other than its independent non-executive directors, whose views are set out in the “Letter from the Independent Board Committee” in this circular) considers that the terms of the Facility Agreement were arrived at after arm’s length negotiations between SHKSFL, SHKISL and AFSCL. The Facility Agreement was entered into by SHKSFL and SHKISL having considered (i) the costs of borrowing in providing the loan under the Facility to AFSCL; (ii) the interest income to be generated by the loan under the Facility; and (iii) the underlying securities.

In view of the above, the Board (other than its independent non-executive directors, whose views are set out in the “Letter from the Independent Board Committee” in this circular) believes that the Facility Agreement is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders taken as a whole.

Mr. Roy Kuan and Mr. Leung Pak To are the Directors nominated by AFSCL and are considered to be interested in the Transaction Documents and therefore have abstained from voting on the board resolutions proposed to approve the Transaction Documents.

LISTING RULES IMPLICATIONS

As each of SHKSFL and SHKISL is an indirect wholly-owned subsidiary of the Company, the Transaction is a transaction in respect of the Company under the Listing Rules, as a listed issuer (as defined in Rule 14A.10 of the Listing Rules) includes the listed issuer’s subsidiaries.

As AFSCL is a substantial shareholder of the Company, AFSCL is a connected person to the Company under Rule 14A.11 of the Listing Rules. Therefore the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

– 7 –

LETTER FROM THE BOARD

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the Transaction exceed 5% and the consideration of which exceeds HK$10,000,000, the Transaction is subject to reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the Transaction exceed 5% but all such ratios are less than 25%, the Transaction also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, the Company is beneficially owned as to approximately 15.86% by AFSCL. AFSCL and its associates will abstain from voting in respect of any resolution that would be proposed to approve the Transaction Documents and the Transaction at the EGM.

EGM

The notice of EGM is set out on pages 25 to 26 of this circular. The EGM will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 8 February 2013 at 10:00 a.m. to consider and, if thought fit, approve the Transaction Documents and the Transaction.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The resolution to be proposed at the EGM does not relate purely to a procedural or administrative matter. Accordingly, the resolution as set out in the notice of EGM will be put to vote by way of poll at the EGM. An announcement on the results of the vote by poll will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy is enclosed with this circular for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s registrar, Tricor Secretaries Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

RECOMMENDATION

The Board (other than the independent non-executive Directors) is of the view that the terms of the Transaction Documents and the Transaction are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolution at the EGM.

– 8 –

LETTER FROM THE BOARD

The Independent Board Committee comprising Messrs. David Craig Bartlett, Alan Stephen Jones, Carlisle Caldow Procter and Peter Wong Man Kong, all of whom are independent non-executive Directors, has been established to consider, and to advise the Independent Shareholders as to the Transaction Documents and the Transaction.

The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction Documents and the Transaction.

The text of a letter to the Independent Shareholders from the Independent Board Committee in relation to the Transaction Documents and the Transaction is set out on pages 10 to 11 of this circular. Having considered the advice from the Independent Financial Adviser in relation to the Transaction Documents and the Transaction, which is set out on pages 12 to 17 of this circular, the Independent Board Committee is of the opinion that the terms of the Transaction Documents and the Transaction are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the proposed resolution at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board Sun Hung Kai & Co. Limited Joseph Tong Tang Executive Director

– 9 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

23 January 2013

To the Independent Shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION

We refer to the circular dated 23 January 2013 issued by the Company (the “Circular”), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

We have been appointed by the Board as the Independent Board Committee to advise you in connection with the Transaction Documents and the Transaction and to advise you as to whether, in our opinion, the terms of the Transaction Documents and the Transaction are fair and reasonable so far as the Independent Shareholders are concerned. Details of the Transaction Documents and the Transaction are set out in the “Letter from the Board” contained in the Circular. Nuada has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Transaction Documents and the Transaction. Details of its advice and the principal factors taken into consideration in arriving at its recommendations are set out in the “Letter from the Independent Financial Adviser” contained in the Circular.

Having considered the terms of the Transaction Documents and the Transaction, taking into account the information contained in the Circular and the advice of Nuada, we are of the opinion that the terms of the Transaction Documents and the Transaction are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders taken as a whole.

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We would recommend the Independent Shareholders to vote in favour of the proposed resolution at the EGM.

Yours faithfully, For and on behalf of Independent Board Committee of Sun Hung Kai & Co. Limited

David Craig Bartlett Alan Stephen Jones Carlisle Caldow Procter Peter Wong Man Kong Independent Independent Independent Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice to the Independent Board Committee and Independent Shareholders from the Independent Financial Adviser dated 23 January 2013 prepared for incorporation in this circular.

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19[th] Floor, BLINK, 111 Bonham Strand Sheung Wan, Hong Kong 香港上環文咸東街 111 號 BLINK 19字樓

23 January 2013

To the Independent Board Committee and

the Independent Shareholders of Sun Hung Kai & Co. Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in connection with the Transaction, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular to the Shareholders dated 23 January 2013 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

On 2 January 2013, SHKSFL as lender and SHKISL as arranger entered into the Facility Agreement with AFSCL as borrower, pursuant to which SHKSFL has agreed to make available to AFSCL a secured term Facility of HK$600,000,000, to be applied for general corporate purposes, for a term of 48 months from the Drawdown Date. The Facility is secured by the Security Deed.

As each of SHKSFL and SHKISL is an indirect wholly-owned subsidiary of the Company, the Transaction is a transaction for the Company under the Listing Rules, as a listed issuer (as defined in Rule 14A.10 of the Listing Rules) includes the listed issuer’s subsidiaries.

As at the Latest Practicable Date, AFSCL is a substantial shareholder holding (i) 341,600,000 Shares, representing approximately 15.86% of the entire issued share capital of the Company; and (ii) HK$427,000,000 in face value of warrants of the Company, if exercised in full, is convertible into 68,320,000 new Shares. AFSCL is a connected person of the Company under Rule 14A.11 of the Listing Rules. Therefore, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. So far as is known to the Directors, as at the Latest Practicable Date, AFSCL controls and is entitled to control over the voting right in respect of the Shares held by it.

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the Transaction exceed 5% and the consideration of which exceeds HK$10,000,000, the Transaction is subject to reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) for the Transaction exceed 5% but all such ratios are less than 25%, the Transaction also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The EGM will be convened by the Company at which resolution(s) will be proposed to seek approval from the Independent Shareholders of the Company for the Transaction and the voting of which will be conducted by poll. As AFSCL is considered to have a material interest which is different from other Shareholders so far as the Transaction is concerned, AFSCL and its associates will abstain from voting at the EGM on the resolution(s) approving the Transaction.

The Independent Board Committee comprising, Messrs. David Craig Bartlett, Alan Stephen Jones, Carlisle Caldow Procter and Peter Wong Man Kong, all of whom are independent non-executive Directors, has been established to give advice and recommendation to the Independent Shareholders in respect of the Transaction. We, Nuada Limited, have been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the accuracy of the information, opinions and representations contained or referred to in the Circular and provided to us by the Company, the management of the Company and the Directors. We have assumed that all information, opinions and representations contained or referred to in the Circular and all information, opinions and representations which have been provided by the Company, the management of the Company and the Directors, for which they are solely and wholly responsible, were true, accurate and complete at the time when they were made and continue to be so as at the date of the EGM.

Accordingly, we have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information, opinions and representations contained in the Circular, or the reasonableness of the opinions expressed by the management of the Company and the Directors provided to us. The Directors collectively and individually accept full responsibility for the accuracy of the information in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statements in the Circular misleading. Furthermore, we relied on the Company that they have provided us sufficient information to reach an informed view and to provide a reasonable basis for our opinions. We have relied on such information and opinions but have not, however, conducted any independent in-depth investigation into the business, financial conditions and affairs or the future prospects of the Company nor have we considered the taxation implication on the Company or the Shareholders as a result of the Transaction.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our advice with regard to the fairness and reasonableness of the terms of the Facility Agreement, we have taken into consideration the following factors and reasons:

1. Background

On 2 January 2013, SHKSFL as lender and SHKISL as arranger entered into the Facility Agreement with AFSCL as borrower, pursuant to which SHKSFL has agreed to make available to AFSCL a secured term Facility of HK$600 million, to be applied for AFSCL’s general corporate purposes, for a term of 48 months from the Drawdown Date. The Facility is secured by the Security Deed.

We have been advised by the Company that AFSCL is controlled by funds advised by companies within CVC Capital Partners group (“CVC”), which is one of the world’s largest private equity firms and manages capital on behalf of some 300 institutional, governmental and private investors worldwide. Over the years, CVC has secured commitments of US$50 billion in funds from its investors. Founded in 1981, CVC now has a network of 21 offices and around 270 employees throughout Europe, Asia and the United States. CVC’s current portfolio consists of over 60 companies worldwide which employ over 400,000 people and generate combined annual sales of approximately US$130 billion. Based on the size of the operations of CVC, we are of the view that AFSCL is creditworthy and therefore the risk of default for the Facility Agreement by AFSCL is low.

SHKSFL is principally engaged in the provision of loan financing and holds a money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). SHKISL is principally engaged in investment holding, share brokerage and margin financing and is a licensed corporation to carry out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities as defined under the SFO. Both SHKSFL and SHKISL are indirect wholly-owned subsidiaries of the Company.

Based on the above, we note that the provision of the Facility is in line with the ordinary and usual course of business of the Group.

2. Major terms of the Facility Agreement

To assess the fairness and reasonableness on the Transaction, we would like to focus on the following terms of the Facility Agreement:

(i) Pledged Securities

Pursuant to the Facility Agreement, the Pledged Shares and the Pledged Warrants will be charged as security. The Pledged Shares represent the 341,600,000 ordinary Shares and any ordinary shares of the Company issued to AFSCL pursuant to the exercise of any Pledged Warrants. As at the date of

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Facility Agreement and the Latest Practicable Date, the market value of Pledged Shares was approximately HK$1,749 million and HK$1,930 million respectively.

Pledged Warrants represent warrants held by AFSCL with a face value of HK$427,000,000 which are exercisable to subscribe for ordinary Shares. Such warrants will expire on 13 July 2013. Given the expiry date and intrinsic value of the warrants, we are of the view that the Pledged Warrants are not considered material.

We have also reviewed the Security Deed and considered that there are no particular terms which should be brought to the attention of the Shareholders and the terms of the Security Deed are on normal commercial terms and fair and reasonable.

Based on the above, we consider that the Pledged Securities could provide the Company with reasonable security in the event of default of the Facility Agreement.

(ii) The Interest Rate, the Commitment Fee and the Arrangement Fee

Pursuant to the Facility Agreement, the interest rate for the Facility is 6.5% per annum and will be accrued and payable to SHKSFL by AFSCL quarterly in arrears. For the purposes of meeting interest payments under the Facility, HK$32 million from the proceeds of the drawdown of the Facility will be kept in the Share and Cash Collateral Account on Drawdown Date, which represents approximately 20% of the total interest payment of HK$156 million under the Facility (i.e. a loan amount of HK$600 million on 6.5% per annum with 4 year maturity).

We have discussed with the management of the Company and having reviewed the existing loan portfolio provided by SHKSFL (“Existing Loan Portfolio”), we note that SHKSFL has no similar arrangement to keep part of the proceeds of the loan as collateral from other independent borrowers. Although no similar arrangement appears in the Existing Loan Portfolio, we consider that such an additional requirement is a normal commercial term in a money lending business which could provide additional cover to SHKSFL for the interest payments or in the event of default, and therefore is beneficial to and in the interests of the Company and its Shareholders taken as a whole.

In addition to the total interest of the Facility (the “Interests”), AFSCL is required to pay (i) an amount of HK$36 million as the Commitment Fee, representing 6% of the loan amount, to SHKSFL; and (ii) an amount of HK$12 million as the Arrangement Fee, representing 2% of the loan amount, to SHKISL, upon the drawdown of the Facility pursuant to the Facility Agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Assuming the loan of HK$600 million is repaid on maturity in accordance with the Facility Agreement, an aggregate gross income generated from the Facility (including only the Interests, the Commitment Fee and the Arrangement Fee) would be HK$204 million.

As discussed in the above paragraph headed “Background”, we note that the provision of loan financing is one of the principal activities of the Group. In order to assess the fairness and reasonableness on the Interest Rate, the Commitment Fee and the Arrangement Fee, we consider that we should make reference to the interest rates, commitment fees and arrangement fees under the Existing Loan Portfolio.

We have discussed with the management of SHKSFL regarding its existing money lending policy and have checked the Existing Loan Portfolio and note that the interest rates and arrangement fees to be charged for loans offered to other independent third parties are determined on a case by case basis taking into account factors such as the creditability of borrower, value of collateral, and market conditions.

Based on the Existing Loan Portfolio, we note that SHKSFL does not regularly charge commitment fees to other independent borrowers. We consider that the Commitment Fee in this case, should be regarded as interest income of SHKSFL under the Facility. Accordingly, the interest return per annum under the Facility should be 8% per annum (based on the Interest Rate of 6.5% per annum and 6% of loan amount of commitment for 4 years, i.e. 1.5% per annum).

Pursuant to the Existing Loan Portfolio, the interest rates and arrangement fees offered to other independent borrowers range from 6.25% to 24.0% per annum and 0.5% to 2.5% respectively. Based on the above, (i) the interest return per annum under the Facility, i.e. 8% per annum, falls into the low end of the range of interest rates, and (ii) the Arrangement Fee is determined in the high end of the range of arrangement fees.

We note that the interest return per annum under the Facility Agreement, i.e. 8% per annum, is close to the lowest of those offered to other independent borrowers by SHKSFL pursuant to the Existing Loan Portfolio. However, we consider such interest return (being the Interests and Commitment Fee) under the Facility, was determined after taking into account of the creditability of AFSCL, the default risk of the Facility Agreement and the value of the Pledged Securities, and is justifiable.

Given (i) the background of AFSCL as discussed in the above paragraph headed “Background”; (ii) the value of Pledged Securities as discussed in the above paragraph headed “Pledged Securities”; and (iii) the comparisons of the Interest Rate, the Commitment Fee and the Arrangement Fee to those in the Existing Loan Portfolio as discussed in the above paragraphs, we consider that the Interest Rate, the Commitment Fee and the Arrangement Fee are in

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

line with the existing money lending policy of the Company, and are on normal commercial terms, fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and its Shareholders taken as a whole.

RECOMMENDATION

Having taken into account of the above principal factors and reasons, we consider that the Transaction is in the ordinary and usual course of business of the Group, the terms of the Transaction Documents and the Transaction are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. Accordingly, we recommend (i) the Independent Board Committee to advise the Independent Shareholders and (ii) the Independent Shareholders, to vote in favor of the relevant resolution(s) at the EGM to approve the Transaction.

Yours faithfully, For and on behalf of Nuada Limited

Kevin Chan Michael Wong Director Vice President

– 17 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures

Save as disclosed below, as at the Latest Practicable Date, none of the Directors, the chief executive of the Company nor their associates, had any other interests or short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Director or the chief executive of the Company is taken or deemed to have under such provisions of the SFO); or which (b) were required to be entered into the register maintained by the Company, pursuant to Section 352 of the SFO; or which (c) were required to be notified to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules:

Interests in the Shares and underlying Shares of the Company

		Number of
		shares and	Approximate %
		underlying	of the issued
Directors	Capacity	shares	share capital
Lee Seng Huang	Interests of controlled	1,600,231,630	74.01%
	corporation (Note 1)	(Note 2)
Joseph Tong Tang	Beneficiary of trust	434,000	0.02%
		(Note 3)
Peter Anthony	Beneficiary of trust	408,000	0.02%
Curry		(Note 4(a))
	Beneficial owner	51,000	0.001%
		(Note 4(b))

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APPENDIX

GENERAL INFORMATION

Notes:

1. Mr. Lee Seng Huang, a Director, together with Mr. Lee Seng Hui and Ms. Lee Su Hwei are the trustees of Lee and Lee Trust, being a discretionary trust. Lee and Lee Trust together with Mr. Lee Seng Hui indirectly owned approximately 65.01% interest in the issued share capital of AGL and was therefore deemed to have interests in the Shares in which AGL was interested.

2. These include (i) interests in 1,190,311,630 Shares; (ii) security interests in 341,600,000 Shares; and (iii) security interests in 68,320,000 underlying Shares arising from HK$427,000,000 in face value of warrants issued by the Company.

3. These include the deemed interests in:

4. (i) 26,000 unvested Shares out of the total of 78,000 Shares granted to Mr. Tong on 5 May 2010 under the SHK Employee Ownership Scheme (“EOS”) and was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one-third thereof (i.e. 26,000 Shares) was vested and became unrestricted from 15 April 2011; another one-third thereof was vested and became unrestricted from 15 April 2012; and the remaining one-third thereof shall be vested and become unrestricted from 15 April 2013;

5. (ii) 108,000 unvested Shares out of the total of 162,000 Shares granted to Mr. Tong on 13 April 2011 under the EOS and was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one-third thereof (i.e. 54,000 Shares) was vested and became unrestricted from 15 April 2012; another one-third thereof shall be vested and become unrestricted from 15 April 2013; and the remaining one-third thereof shall be vested and become unrestricted from 15 April 2014; and

6. (iii) 300,000 unvested Shares granted to Mr. Tong on 7 December 2012 under the EOS and was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one-third thereof (i.e. 100,000 Shares) will be vested and become unrestricted from 1 November 2013; another one-third thereof shall be vested and become unrestricted from 1 November 2014; and the remaining one-third thereof shall be vested and become unrestricted from 1 November 2015.

7. (a) These include the deemed interests in:

   • (i) 12,000 unvested Shares out of the total of 36,000 Shares granted to Mr. Peter Anthony Curry on 29 October 2010 under the EOS and was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one third thereof (i.e. 12,000 Shares) was vested and became unrestricted from 1 November 2011; another one third thereof was vested and became unrestricted from 1 November 2012; and the remaining one-third thereof shall be vested and become unrestricted from 1 November 2013;

   • (ii) 54,000 unvested Shares out of the total of 81,000 Shares granted to Mr. Curry on 13 April 2011 under the EOS was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one-third thereof (i.e. 27,000 Shares) was vested and became unrestricted from 15 April 2012; another one-third thereof shall be vested and become unrestricted from 15 April 2013; and the remaining one-third thereof shall be vested and become unrestricted from 15 April 2014; and

   • (iii) 342,000 unvested Shares granted to Mr. Curry on 13 April 2012 under the EOS and was subsequently accepted. Such awarded Shares are subject to a vesting scale in tranches whereby one-third of the Shares thereof shall be vested and become unrestricted from 15 April 2013; another one-third thereof shall be vested and become unrestricted from 15 April 2014; and the remaining one-third thereof shall be vested and become unrestricted from 15 April 2015.

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APPENDIX

GENERAL INFORMATION

• (b) This represents the Shares granted to Mr. Curry under the EOS that were vested, became unrestricted and the title of which had been transferred to his beneficiary.

Interests in the shares, underlying shares and debentures of associated corporations

				Approximate
			Number of	% of the
			shares and	relevant
	Associated		underlying	issued share
Directors	corporations	Capacity	shares	capital
Lee Seng Huang	AGL	Trustee (other	124,242,492	65.00%
(Note 1)		than a bare
		trustee)
		(Note 2)
	APL	Interests of	6,107,217,730	89.76%
		controlled	(Note 4)
		corporation
		(Note 3)
	Allied Overseas	Interests of	178,042,931	87.14%
	Limited (“AOL”)	controlled	(Note 6)
		corporation
		(Note 5)
	SHK Hong Kong	Interests of	3,082,589,606	74.97%
	Industries Limited	controlled	(Note 8)
	(“SHK HK Ind”)	corporation
		(Note 7)
Joseph Tong Tang	APL	Beneficial	20,158	0.0003%
		owner	(Note 9)

Notes:

1. Mr. Lee Seng Huang, by virtue of his interests in AGL and APL, was deemed to be interested in the shares of the subsidiaries of AGL (including SHK HK Ind, a listed subsidiary of AGL) and APL (including AOL, a listed subsidiary of APL), which are associated corporations of the Company as defined under the SFO.

A waiver application was submitted to the Stock Exchange for exemption from disclosure of his deemed interests in the shares of such associated corporations of the Company in this circular, and a waiver was granted by the Stock Exchange on 14 January 2013.

1. Mr. Lee Seng Huang is one of the trustees of Lee and Lee Trust, being a discretionary trust which indirectly owned 124,242,492 shares of AGL.

2. This refers to the same interests held directly or indirectly by AGL in APL.

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APPENDIX

GENERAL INFORMATION

1. These include interests in (i) 5,101,211,521 shares of APL; and (ii) listed physically settled warrants of APL giving rise to an interest in 1,006,006,209 underlying shares of APL. The warrants of APL entitle the holders thereof to subscribe at any time during the period from 13 June 2011 to 13 June 2016 (both days inclusive) for fully paid shares of APL at an initial subscription price of HK$2 per share (subject to adjustments).

2. This refers to the same interests held indirectly by APL in AOL.

3. These include interests in (i) 149,165,776 shares of AOL; and (ii) listed physically settled warrants of AOL giving rise to an interest in 28,877,155 underlying shares of AOL. The warrants of AOL entitle the holders thereof to subscribe at any time during the period from 4 March 2011 to 4 March 2016 (both days inclusive) for fully paid shares of AOL at an initial subscription price of HK$5 per share (subject to adjustments).

4. This refers to the same interests held indirectly by AGL in SHK HK Ind.

5. This refers to the interest in 3,082,589,606 shares of SHK HK Ind.

6. This refers to the interest in listed physically settled warrants of APL giving rise to an interest in 20,158 underlying shares of APL. The warrants of APL entitle the holders thereof to subscribe at any time during the period from 13 June 2011 to 13 June 2016 (both days inclusive) for fully paid shares of APL at an initial subscription price of HK$2 per share (subject to adjustments).

(b) Common directors

As at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, the following Directors are the directors or employees of a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Name of Director

Name of companies which had such discloseable interest or short position/Position held by the Directors in such companies

David Craig Bartlett AGL/Director APL/Director

Alan Stephen Jones AGL/Director APL/Director

Roy Kuan CVC Capital Partners SICAV-FIS S.A./Director

(c) Connected person’s relationship with controller

As at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, the following controllers have a relationship with AFSCL:

• (i) Mr. Roy Kuan is also a director of CVC Capital Partners SICAV-FIS S.A., a holding company of AFSCL; and

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APPENDIX

GENERAL INFORMATION

• (ii) Mr. Leung Pak To, Mr. Roy Kuan and Mr. Ho Chi Kit (alternate to Mr. Roy Kuan) are the Directors nominated by AFSCL.

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, so far as the Directors were aware, the following Directors (not being the independent non-executive Directors) were considered to have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules as set out below:

• (a) Mr. Lee Seng Huang is one of the trustees of Lee and Lee Trust which is a deemed substantial shareholder of each of AGL, APL and Tian An which, through their subsidiaries, are partly engaged in the businesses as follows:

• AGL, through certain of its subsidiaries, is partly engaged in the businesses of money lending and property investment;

• APL, through certain of its subsidiaries, is partly engaged in the businesses of money lending and property investment; and

• Tian An, through certain of its subsidiaries, is partly engaged in the businesses of money lending and property investment.

• (b) Mr. Peter Anthony Curry is a director of APAC Resources Limited which, through certain of its subsidiaries, are partly involved in the investment and/or trading in listed securities in the resources and related industries.

• (c) Mr. Leung Pak To is the chairman of Luminary Capital Limited which carries out type 6 licensed activity (advising on corporate finance) in Hong Kong.

Although the above-mentioned Directors have competing interests in other companies by virtue of their respective common directorship, they will fulfil their fiduciary duties in order to ensure that they will act in the best interest of the Shareholders and the Company as a whole at all times. Hence, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the businesses of such companies.

4. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2011 (being the date to which the latest published audited accounts of the Group were made up), (i) acquired or

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APPENDIX

GENERAL INFORMATION

disposed of by; or (ii) leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any member of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

7. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinion and advice contained in this circular:

Name

Qualification

Nuada Limited a licensed corporation to carry out type 6 (advising on corporate finance) regulated activities under the SFO

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which it appears.

As at the Latest Practicable Date, the above expert had no direct or indirect shareholding in any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for any securities in any member of the Group.

As at the Latest Practicable Date, the above expert had no direct or indirect interest in any assets which have been since 31 December 2011 (being the date to which the latest published audited consolidated accounts of the Group were made up), acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group.

8. MISCELLANEOUS AND GENERAL

• (a) So far as is known to the Directors, as at the Latest Practicable Date, there was (i) no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon AFSCL and its associates; and (ii) no obligation or entitlement of AFSCL and its associates,

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APPENDIX

GENERAL INFORMATION

whereby they have or may have temporarily or permanently passed control over the exercise of the voting rights in respect of their Shares to a third party, either generally or on a case-by-case basis.

• (b) So far as is known to the Directors, as at the Latest Practicable Date, there was no discrepancy between AFSCL and its associates’ beneficial shareholding interest in the Company and the number of Shares in respect of which they will control or will be entitled to exercise control over the voting right at the EGM.

• (c) The registered office of the Company is 42/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong.

• (d) The secretary of the Company is Ms. Hester Wong Lam Chun, a Fellow Member of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (e) The registrar of the Company is Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (f) This circular is in both English and Chinese. In the event of inconsistency, the English text shall prevail.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 5:00 p.m. (from Monday to Friday) and from 9:00 a.m. to 1:00 p.m. (for Saturday) at the registered office of the Company at 42/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) the Facility Agreement;

• (b) the Security Deed;

• (c) the letter of consent from Nuada referred to under ‘‘Expert and Consent’’ in this Appendix; and

• (d) this circular.

– 24 –

NOTICE OF EGM

==> picture [295 x 43] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Sun Hung Kai & Co. Limited (the “Company”) will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 8 February 2013 at 10:00 a.m. to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

• (a) the facility agreement which was entered into between Sun Hung Kai Structured Finance Limited (“SHKSFL”) as lender, Sun Hung Kai Investment Services Limited as arranger and Asia Financial Services Company Limited (“AFSCL”) as borrower on 2 January 2013 together with the security deed which was entered into between AFSCL as chargor and SHKSFL as chargee on 2 January 2013 (copies of which were produced to the Meeting and initialled by the chairman of the Meeting for the purpose of identification) (together, the “Transaction Documents”) and the transaction contemplated thereunder be and are hereby approved, ratified and confirmed; and

• (b) the directors of the Company be and are hereby authorized to do such acts and/or things and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Transaction Documents as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Transaction Documents and the implementation of the transaction contemplated thereunder.”

By order of the Board Sun Hung Kai & Co. Limited Hester Wong Lam Chun Company Secretary

Hong Kong, 23 January 2013

– 25 –

NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. A form of proxy in respect of the Meeting is enclosed. Whether or not you are able to attend the Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

2. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of the Company’s registrar of Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

– 26 –