Kerry Properties Limited — Capital/Financing Update 2011

Dec 15, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in Bermuda with limited liability)

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website: www.kerryprops.com (Stock Code: 00683)

CONNECTED TRANSACTION RELATING TO THE SALE OF PROPERTY UNITS OF THE ALTITUDE

The Board announces that on 15 December 2011, the Vendors entered into two preliminary agreements with KTCL for the sale and purchase of the Property Units at the development known as “The Altitude”.

KTCL is a subsidiary of KHL and therefore is regarded as a connected person of the Company. Accordingly, the sale of the Property Units by the Group to KTCL constitutes a connected transaction for the Company under the Listing Rules. As the consideration for the sale of the Property Units to KTCL in the total amount of HK$94,826,000 exceeds 0.1% but is less than 5% of the applicable percentage ratios for the Company, the Transaction is only subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement of the Listing Rules. In addition, as disclosed in the announcement of the Company dated 5 August 2011, the Group has sold the Lions Rise Units to a subsidiary of KHL in June 2011 and the SOHO 189 Units to KTCL in August 2011 for a consideration of HK$77,157,150. Under the Listing Rules, the sale of the Lions Rise Units and the SOHO 189 Units by the Group to the subsidiaries of KHL should be aggregated with the sale of the Property Units by the Group to KTCL as they were all entered into by the Group with the subsidiaries of KHL within a 12-month period. The total consideration for the sale of the Lions Rise Units, the SOHO 189 Units and the Property Units exceeds 0.1% but is less than 5% of the applicable percentage ratios for the Company. Details of the Transaction will be included in the next published annual report and accounts of the Company according to Rule 14A.45 of the Listing Rules.

INTRODUCTION

The Board announces that on 15 December 2011, the Vendors entered into two preliminary agreements with KTCL for the sale and purchase of the Property Units at the development known as “The Altitude”.

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TWO PRELIMINARY AGREEMENTS FOR SALE AND PURCHASE OF THE PROPERTIES UNITS DATED 15 DECEMBER 2011

1. Vendors: the Vendors

2. Purchaser: KTCL

3. Property Units and the relevant consideration:

Unit A on 37th Floor of The Altitude: HK$48,804,000 Unit B on 37th Floor of The Altitude: HK$43,022,000 Car Parking Space No C-23 on Second Floor of The Altitude: HK$1,500,000 Car Parking Space No C-25 on Second Floor of The Altitude: HK$1,500,000

4. Payment terms:

• (i) 5% of the consideration to be paid as initial deposit on signing the preliminary agreements for sale and purchase;

• (ii) 5% of the consideration to be paid as further payment on or before 14 January 2012; and

• (iii) the balance (i.e. 90%) of the consideration to be paid on or before 13 February 2012 upon completion of the sale and purchase of the Property Units.

5. Date of signing of the formal agreements for sale and purchase:

• Within 7 working days from the date of the preliminary agreements for sale and purchase.

6. Completion date:

13 February 2012.

REASON FOR AND BENEFIT OF THE SALE OF THE PROPERTY UNITS

“The Altitude” is a residential project developed by the Vendors which are subsidiaries of the Company. The sale of the Property Units is in the ordinary course of business of the Group.

The consideration for the sale of each of the Property Units was based on published price lists distributed to the public at sales office by the Vendors. The price lists were determined by the Vendors after considering the prevailing market prices for similar premises. The proceeds of the sale of the Property Units will be used as general working capital of the Group. The approximate aggregate book value of the Property Units is HK$34,394,000. It is expected that the Group will record a gain of approximately HK$60,432,000 before provision for taxation.

The Directors, including the independent non-executive Directors, are of the opinion that the terms of the sale of each of the Property Units are fair and reasonable and the sale of the Property Units is entered into in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and its shareholders as a whole. Pursuant to the requirements of Chapter 14A of the Listing Rules, Mr. Kuok Khoon Chen, the Chairman of the Company, who together with his associates is directly or indirectly interested in 5% or more of the issued share capital of KHL, abstained from voting on the relevant resolutions of the Board approving the Transaction.

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INFORMATION ON THE GROUP, THE VENDORS AND THE PURCHASER

The Group is principally engaged in (i) property development, investment and management in Hong Kong, the PRC and the Asia Pacific region; (ii) logistics, freight, warehouse ownership and operations; and (iii) hotel ownership in Hong Kong, and hotel ownership and operations in the PRC.

The Vendors are companies incorporated in Hong Kong and 71%-owned by the Company and 29%-owned by Peterson Holdings Company Limited (which is a connected person of the Company at subsidiary level). Currently, the business activity of the Vendors is the sale of the property interests in “The Altitude” project.

KTCL is a company incorporated in Hong Kong and is a subsidiary of KHL. The principal activities of KTCL are investment and property holding. KHL is an investment holding company and is the controlling shareholder of the Company.

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IMPLICATIONS UNDER THE LISTING RULES

KTCL is a subsidiary of KHL and therefore is regarded as a connected person of the Company. Accordingly, the sale of the Property Units by the Group to KTCL constitutes a connected transaction for the Company under the Listing Rules. As the consideration for the sale of the Property Units to KTCL in the total amount of HK$94,826,000 exceeds 0.1% but is less than 5% of the applicable percentage ratios for the Company, the Transaction is only subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement of the Listing Rules.

In addition, as disclosed in the announcement of the Company dated 5 August 2011, the Group has sold the Lions Rise Units to a subsidiary of KHL in June 2011 and the SOHO 189 Units to KTCL in August 2011 for a consideration of HK$77,157,150. Under the Listing Rules, the sale of the Lions Rise Units and the SOHO 189 Units by the Group to the subsidiaries of KHL should be aggregated with the sale of the Property Units by the Group to KTCL as they were all entered into by the Group with the subsidiaries of KHL within a 12-month period. The total consideration for the sale of the Lions Rise Units, the SOHO 189 Units and the Property Units exceeds 0.1% but is less than 5% of the applicable percentage ratios for the Company. Details of the Transaction will be included in the next published annual report and accounts of the Company according to Rule 14A.45 of the Listing Rules.

GENERAL

As at the date of this announcement, the Directors are Messrs. Kuok Khoon Chen[+] , Wong Siu Kong[+] , Ho Shut Kan[+] , Ma Wing Kai, William[+] , Qian Shaohua[+] , Chan Wai Ming, William[+] , Lau # @ Ling Fai, Herald[#] , Ku Moon Lun[#] , Ms. Wong Yu Pok, Marina, JP and Mr. Tse Kai Chi .

+ Executive director

@ Non-executive director

#

Independent non-executive director

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DEFINITIONS

“associates”

“associates” has the meaning ascribed to it in the Listing Rules; “Board” the board of Directors; “Company” Kerry Properties Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of HKSE;

• “controlling shareholder” has the meaning ascribed to it in the Listing Rules; “connected person” has the meaning ascribed to it in the Listing Rules;

• “Directors” directors of the Company;

• “Group” the Company and its subsidiaries;

• “HKSE The Stock Exchange of Hong Kong Limited;

• “KHL” Kerry Holdings Limited, a company incorporated in Hong Kong, being the controlling shareholder of the Company;

• “KTCL” Kerry Trading Co. Limited, being the purchaser of the Property Units, a company incorporated in Hong Kong and wholly-owned by KHL;

• “Lions Rise” a residential and commercial property development situated at No. 8 Muk Lun Street, Wong Tai Sin, Kowloon, Hong Kong;

• “Lions Rise Units” collectively, Flats 28C and 28D, Tower 6B of “Lions Rise”;

• “Listing Rules” The Rules Governing the Listing of Securities on HKSE;

• “percentage ratios” has the meaning ascribed to it in Chapter 14 of the Listing Rules;

• “Property Units” collectively, Units A and B on 37th Floor of “The Altitude” with gross floor area of 1,923 square feet and 1,885 square feet, respectively, together with Car Parking Spaces Nos C-23 and C-25 on Second Floor of The Altitude;

• “SOHO 189” a residential and commercial property development situated at 189 Queen’s Road West, Sheung Wan, Hong Kong;

• “SOHO 189 Units” collectively, units 23A, 23B, 37C and 37D of “SOHO 189”;

• “The Altitude”

• a residential development situated at No. 20 Shan Kwong Road, Happy Valley, Hong Kong;

• “Transaction”

• the sale of the Property Units by the Group to KTCL; and

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“Vendors”

collectively, Newick Limited, Capital Rise Investments Limited, Panawin Limited, Join Sky Investment Limited, Shun On Properties Limited and Chain Base Limited, companies incorporated in Hong Kong and all 71%-owned by the Company.

By Order of the Board Kerry Properties Limited Li Siu Ching, Liz Company Secretary

Hong Kong, 15 December 2011

• For identification purpose only

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