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Sands China Ltd. — Proxy Solicitation & Information Statement 2026
Mar 31, 2026
50273_rns_2026-03-31_d8218e89-a134-4898-8d16-86df61821a3a.pdf
Proxy Solicitation & Information Statement
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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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sands China Ltd., you should at once provide this circular, together with 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 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.
SANDS CHINA LTD.
金沙中國有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1928)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE
SHARES AND TO ISSUE NEW SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of Sands China Ltd. to be held virtually through an online platform at http://meetings.computershare.com/SandsChina_AGM2026 on Friday, May 15, 2026 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A proxy form for use at the Annual General Meeting is also accompanied. Such proxy form is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sandschina.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying proxy form in accordance with the instructions thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, (i) by post to 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or (ii) by email to [email protected], as soon as possible but in any event no later than 11:00 a.m. (Hong Kong time) on May 13, 2026 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting through the Online Platform if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.
April 1, 2026
CONTENTS
Page
Guidance for the Annual General Meeting. 1
Definitions. 2
Letter from the Board
- Introduction 4
- Proposed Re-election of Retiring Directors 4
- Proposed Granting of General Mandates to Repurchase and to Issue Shares 5
- Responsibility Statement. 6
- Annual General Meeting and Proxy Arrangement 6
- Recommendation. 6
Appendix I — Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting. 7
Appendix II — Explanatory Statement on the Share Repurchase Mandate 14
Notice of Annual General Meeting. 17
— i —
GUIDANCE FOR THE ANNUAL GENERAL MEETING
VIRTUAL ANNUAL GENERAL MEETING
The Company will conduct the Annual General Meeting virtually through an online platform at http://meetings.computershare.com/SandsChina_AGM2026 (the "Online Platform"), which allows Shareholders to attend the Annual General Meeting online in a convenient and efficient way from anywhere with an internet connection via smartphone, tablet or computer. Shareholders will be able to access the live audio broadcast, cast their vote and submit questions online.
ATTENDING THE ANNUAL GENERAL MEETING BY ELECTRONIC MEANS
Shareholders who wish to attend the Annual General Meeting and exercise their voting rights can achieve this in one of the following ways:
(a) attend the Annual General Meeting through the Online Platform which enables live audio streaming and an interactive platform for Q&A and cast their vote online; or
(b) appoint the Chairman of the Annual General Meeting or other persons as their proxy to attend the Annual General Meeting through the Online Platform and vote on their behalf online.
The authority and instruction to the proxy or proxies will be revoked if the Shareholder attends and votes through the Online Platform.
Login details for Registered Shareholders: Registered Shareholders can refer to the letter sent by post for details.
Login details for Non-Registered Shareholders: Non-Registered Shareholders, whose Shares are held in CCASS through banks, brokers, custodians, nominees or HKSCC Nominees Limited (as the case may be) (collectively, the "Intermediaries"), who wish to attend and vote at the Annual General Meeting, should (i) contact their Intermediaries through which Shares are held to appoint themselves as proxy, and (ii) provide their e-mail address to their Intermediaries, before the deadline required by their Intermediaries. Details regarding the Annual General Meeting arrangements including the login details to access the Online Platform will be sent by the Hong Kong Share Registrar, to the e-mail address provided.
The Online Platform will be open from 10:30 a.m. on May 15, 2026 (i.e. approximately 30 minutes prior to the commencement of the Annual General Meeting). Shareholders should allow ample time to login the Online Platform to complete the required procedures. For details relating to the use of the Online Platform, please refer to the Online Meeting User Guide published on the Company's website.
Shareholders should note that only one device is allowed per login. Please keep the login details in safe custody for use at the Annual General Meeting and do not disclose them to anyone else. Neither the Company nor the Hong Kong Share Registrar assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for attendance, voting or otherwise. The submission of a vote through the Online Platform using your login details will be conclusive evidence that the vote was cast by you as a Shareholder.
For any queries relating to any of the above matters, please call the Hong Kong Share Registrar's telephone hotline at +852 2862 8555 during business hours from 9:00 a.m. to 6:00 p.m. from Monday to Friday, excluding public holidays.
— 1 —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM Notice"
the notice of Annual General Meeting set out on pages 17 to 21 of this circular
"Annual General Meeting"
the virtual annual general meeting of the Company to be held through an online platform on Friday, May 15, 2026 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the AGM Notice, or any adjournment thereof
"Articles of Association"
the articles of association of the Company currently in force
"associate"
has the meaning ascribed to it under the Listing Rules
"Audit Committee"
Audit Committee of the Company
"Board"
the board of Directors
"Capex Committee"
Sands China Capital Expenditure Committee of the Company
"CCASS"
the Central Clearing and Settlement System
"close associate"
has the meaning ascribed to it under the Listing Rules
"Company"
Sands China Ltd., an exempted company with limited liability incorporated in the Cayman Islands, the Shares of which are listed on the Main Board of the Stock Exchange
"connected person"
has the meaning ascribed to it under the Listing Rules
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
member(s) of the board of directors of the Company
"ESG Committee"
Environmental, Social and Governance Committee of the Company
"Group"
the Company and its subsidiaries from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong Share Registrar"
the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited
"Issuance Mandate"
as described in paragraph 3(b) of the Letter from the Board
"Latest Practicable Date"
March 24, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)
— 2 —
DEFINITIONS
"LVS"
our Controlling Shareholder, Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A., the common stock of which is listed on the New York Stock Exchange
"LVS Nevada"
LVS (Nevada) International Holdings, Inc., a company incorporated in Nevada, U.S.A. and a wholly-owned subsidiary of LVS
"Memorandum and Articles of Association"
the Memorandum of Association and the Articles of Association of the Company currently in force
"Memorandum of Association"
the memorandum of association of the Company currently in force
"Model Code"
the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules
"Nomination Committee"
Nomination Committee of the Company
"Remuneration Committee"
Remuneration Committee of the Company
"SFO"
the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) with a nominal value of US$0.01 each in the issued share capital of the Company or if there has been a capitalization issue, rights issue, sub-division, consolidation, or reduction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Shareholder(s)"
holder(s) of Share(s)
"Share Repurchase Mandate"
as described in paragraph 3(a) of the Letter from the Board
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"United States", "U.S." or "U.S.A."
the United States of America, including its territories and possessions and all areas subject to its jurisdiction
"US$"
United States dollars, the lawful currency of the United States
"VML"
our subsidiary, Venetian Macau, S.A. (also known as Venetian Macau Limited), a public company limited by shares (sociedade anónima) incorporated in Macao
"VVDI (II)"
our immediate Controlling Shareholder, Venetian Venture Development Intermediate II, an exempted company with limited liability incorporated in the Cayman Islands and an indirect wholly-owned subsidiary of LVS
— 3 —
LETTER FROM THE BOARD
SANDS CHINA LTD.
金沙中國有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1928)
Executive Directors:
Wong Ying Wai
Chum Kwan Lock Grant
Non-Executive Directors:
Patrick Sydney Dumont
Charles Daniel Forman
Independent Non-Executive Directors:
Chiang Yun
Victor Patrick Hoog Antink
Steven Zygmunt Strasser
Kenneth Patrick Chung
Chung Kit Yi Kitty
Registered Office:
Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman, KY1-9008
Cayman Islands
Principal Place of Business in Hong Kong:
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
April 1, 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE
SHARES AND TO ISSUE NEW SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with requisite information in respect of certain resolutions to be proposed at the Annual General Meeting for, among others, (a) the re-election of the retiring Directors; and (b) the granting to the Directors of the Share Repurchase Mandate and the Issuance Mandate, to repurchase Shares and to issue new Shares respectively.
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 113(1) and (2) of the Articles of Association, Dr. Wong Ying Wai, Mr. Chum Kwan Lock Grant and Mr. Victor Patrick Hoog Antink, shall retire at the Annual General Meeting. In addition, Mr. Patrick Sydney Dumont and Ms. Chung Kit Yi Kitty who were appointed by the Board effective August 8, 2025 and October 16, 2025 respectively, shall hold office until the Annual General Meeting pursuant to Article 108(3) of the Articles of Association. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
LETTER FROM THE BOARD
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy, nomination policy and board of directors corporate governance guidelines, the Company's strategy, and the independence of all Independent Non-Executive Directors. The Nomination Committee has made a recommendation to the Board for the re-election of all the retiring Directors, including the aforesaid Independent Non-Executive Directors who are due to retire at the Annual General Meeting.
As Mr. Victor Hoog Antink has been serving as Independent Non-Executive Director of the Company for more than nine years, his re-election will be subject to separate resolution to be approved by the Shareholders. For the reasons set out on pages 9 to 10 of this circular, the Board considers that Mr. Victor Hoog Antink is still independent and should be re-elected, his long service would not affect his exercise of independent judgement and that he shall continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.
Mr. Victor Hoog Antink has provided an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board also considers the re-election of Mr. Victor Hoog Antink as Independent Non-Executive Director is in the best interests of the Company and the Shareholders as a whole.
Details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I of this circular.
3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES
At the annual general meeting of the Company held on May 22, 2025, general mandates were granted to the Directors to repurchase Shares, and to issue Shares or sell or transfer any treasury shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares, and to issue Shares or sell or transfer any treasury shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:
(a) the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the AGM Notice (i.e. a total of 809,337,956 Shares on the basis that the issued Shares remains unchanged on the date of the Annual General Meeting);
(b) the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) not exceeding 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 6 of the AGM Notice (i.e. a total of 1,618,675,913 Shares on the basis that the issued Shares remains unchanged on the date of the Annual General Meeting); and
(c) the extension of the Issuance Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.
With reference to the Share Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.
— 5 —
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II of this circular.
4. 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 herein or this circular misleading.
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
All resolutions at the Annual General Meeting will be taken by poll pursuant to the Articles of Association and the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
As at the Latest Practicable Date, no Shareholder is required to abstain from voting on any resolution set out in the AGM Notice.
A proxy form for use at the Annual General Meeting (and any adjournment thereof) is accompanied with this circular and such proxy form is also published on the websites of the Stock Exchange and the Company. In order to be valid, the proxy form must be completed and signed in accordance with the instructions thereon and delivered, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Hong Kong Share Registrar, (i) by post to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or (ii) by email to [email protected], as soon as possible but in any event no later than 11:00 a.m. (Hong Kong time) on May 13, 2026 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting through the Online Platform if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. RECOMMENDATION
The Directors consider that all resolutions proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
SANDS CHINA LTD.
Patrick Dumont
Chairman of the Board
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
- Wong Ying Wai
Dr. Wong Ying Wai (Wilfred) (“Dr. Wong”), aged 73, is our Executive Vice Chairman, an Executive Director and a member of the Remuneration Committee, the Capex Committee and the ESG Committee. He is also a director of various subsidiaries of the Company, including VML. Dr. Wong was our President from November 2015 to January 2024 and served as Chief Operating Officer from November 2015 to February 2020. Prior to joining the Group, he held senior management positions in several Hong Kong listed companies in the property development and construction business sectors including Hsin Chong Group Holdings Limited, K. Wah International Holdings Limited, Henderson China Holdings Limited, and the Shui On Group. Dr. Wong was an administrative officer of the Hong Kong government and held several key positions including deputy secretary for the civil service, deputy director — general of industry, member of The Basic Law Consultative Committee, and member of the Hong Kong Preparatory Committee. He was also a deputy to the National People’s Congress of China. Dr. Wong was awarded the grand bauhinia medal, gold bauhinia star and the silver bauhinia star by the Hong Kong government in 2022, 2015 and 2007, respectively. Dr. Wong was conferred the degree of Doctor of Humanities honoris causa by the Hong Kong Baptist University in November 2013. He was educated at Harvard University (MPA), University of Oxford, The University of Hong Kong (BSocSc) and The Chinese University of Hong Kong. Dr. Wong was appointed as an Executive Director on January 22, 2016.
Dr. Wong was appointed as an Executive Director with no specific term of appointment, but is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Articles of Association.
As at the Latest Practicable Date, Dr. Wong had interest of 408,000 Shares or underlying Shares and did not have any interest in the debentures of the Company, and did not have any interest or short position in the shares, underlying shares or debentures of LVS (an associated corporation of the Company), within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Dr. Wong does not receive any director’s fees/emoluments for services provided to the Company in his capacity as an Executive Director and a member of the Remuneration Committee, the Capex Committee and the ESG Committee. As Executive Vice Chairman of the Company, Dr. Wong receives emoluments of US$3,150,000 per annum, plus an annual incentive of up to US$1,575,000, in accordance with the service contract entered into between Dr. Wong and the Group. The emoluments of Dr. Wong are determined by the Remuneration Committee with reference to his duties and responsibilities with the Company and the Company’s remuneration policy and are subject to review by the Remuneration Committee from time to time. His emoluments are covered by the service contract referred to above and any subsequent revision approved by the Remuneration Committee.
Save as disclosed above, as at the Latest Practicable Date, Dr. Wong (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial or Controlling Shareholders; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there was no information regarding Dr. Wong that was disclosure pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Dr. Wong that need to be brought to the holders of securities of the Company.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
2. Chum Kwan Lock Grant
Mr. Chum Kwan Lock Grant (“Mr. Chum”), aged 50, is our Chief Executive Officer and President, an Executive Director and the Chairman of the Capex Committee. He is also a director of various subsidiaries of the Company, including VML. Mr. Chum concurrently serves as Executive Vice President — Asia Operations at LVS since July 2022. Mr. Chum was our Chief Operating Officer from February 2020 to January 2024. He joined LVS and our Group as Senior Vice President, Global Gaming Strategy in 2013 and served as Chief of Staff from March 2015 to February 2020. Prior to joining the Group, Mr. Chum spent 14 years at UBS Investment Bank in a variety of roles, including serving as managing director, head of Hong Kong equity research and head of China equity research. Mr. Chum is currently an independent non-executive director of Kerry Properties Limited (Stock code: 683), listed on the Stock Exchange. Mr. Chum graduated in Philosophy, Politics and Economics with First Class Honors from the University of Oxford. Mr. Chum was appointed as an Executive Director on January 7, 2021.
Mr. Chum was appointed as an Executive Director with no specific term of appointment, but is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Articles of Association.
As at the Latest Practicable Date, Mr. Chum had interest of 3,531,504 Shares or underlying Shares and did not have any interest in the debentures of the Company, and had interest of 700,000 shares or underlying shares and did not have any interest in the debentures of LVS (an associated corporation of the Company), within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
As at the Latest Practicable Date and based on information available to the Company, LVS (through LVS Nevada and VVDI (II)) controlled approximately 74.8% of the voting rights in the Company and is therefore our Controlling Shareholder.
Mr. Chum does not receive any director’s fees/emoluments for services provided to the Company in his capacity as an Executive Director and the Chairman of the Capex Committee. As Chief Executive Officer and President of the Company, Mr. Chum receives emoluments of US$2,400,000 per annum, plus an annual incentive of up to US$2,880,000, in accordance with the service contract entered into between Mr. Chum and the Group. The emoluments of Mr. Chum are determined by the Remuneration Committee with reference to his duties and responsibilities with the Company and the Company’s remuneration policy and are subject to review by the Remuneration Committee from time to time. His emoluments are covered by the service contract referred to above and any subsequent revision approved by the Remuneration Committee.
Save as disclosed above, as at the Latest Practicable Date, Mr. Chum (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial or Controlling Shareholders; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there was no information regarding Mr. Chum that was disclosure pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Mr. Chum that need to be brought to the holders of securities of the Company.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
3. Victor Patrick Hoog Antink AM
Mr. Victor Patrick Hoog Antink (“Mr. Hoog Antink”), aged 72, is an Independent Non-Executive Director, the Chairman of the Audit Committee and a member of the Remuneration Committee, the Capex Committee and the Nomination Committee. Mr. Hoog Antink is the chairman of the Bond Business School Advisory Board in Australia. He was the chairman of South Bank Corporation and Property Industry Foundation, and a member of the Bond University Council in Australia. Mr. Hoog Antink retired as the chief executive officer of DEXUS Property Group in March 2012. He was awarded National Life Membership of the Property Council of Australia in 2016 and was appointed a Member of the Order of Australia for significant services to the property industry and corporate governance in 2023. Mr. Hoog Antink holds a Bachelor of Commerce from the University of Queensland and a Master of Business Administration from Harvard Business School. He is a Fellow of the Australian Institute of Company Directors, the Institute of Chartered Accountants, Australia and New Zealand, the Australian Property Institute and the Royal Institute of Chartered Surveyors. Mr. Hoog Antink possesses the accounting and related financial management expertise required under Rule 3.10(2) of the Listing Rules. Mr. Hoog Antink was appointed as an Independent Non-Executive Director on December 7, 2012.
Mr. Hoog Antink was appointed as an Independent Non-Executive Director with no specific term of appointment, but is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Articles of Association.
As at the Latest Practicable Date, Mr. Hoog Antink did not have any interest or short position in the shares, underlying shares or debentures of the Company or LVS (an associated corporation of the Company) within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Mr. Hoog Antink received director’s fees amounting to approximately US$270,000 as an Independent Non-Executive Director and approximately US$50,000 as the Chairman of the Audit Committee for the year ended December 31, 2025. Mr. Hoog Antink does not receive any director’s fee as a member of the Remuneration Committee, the Nomination Committee and the Capex Committee. The emoluments of Mr. Hoog Antink are determined by the Board with reference to his duties and responsibilities with the Company and the Company’s remuneration policy and are subject to review by the Remuneration Committee from time to time. His emoluments are covered by the letter of appointment issued by the Company and any subsequent revision approved by the Board.
Mr. Hoog Antink has served as an Independent Non-Executive Director of the Company for more than nine years and his re-election will be subject to a separate resolution to be approved by the Shareholders. After discussion and deliberation, the Board and the Nomination Committee consider that Mr. Hoog Antink is still independent, after taking into account the following reasons:
(a) the Company has continued to receive annual written confirmation from Mr. Hoog Antink concerning his independence in accordance with the Listing Rules;
(b) Mr. Hoog Antink is able to bring an independent judgement and make a positive contribution to the development of the Company’s strategies;
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(c) As at the Latest Practicable Date, Mr. Hoog Antink did not have any interest in the Shares or underlying Shares or in LVS (an associated corporation of the Company);
(d) Mr. Hoog Antink does not receive any remuneration from the Company other than his director’s fee and fee for acting as Chairman of the Audit Committee and has not received any awards under, and does not participate in the Company’s equity award plan;
(e) Mr. Hoog Antink does not have a material interest in any principal business activity of and is not involved in any material business dealings with the Company or LVS; and
(f) Mr. Hoog Antink has not had any executive or management role or function in the Company, its subsidiaries and LVS and is not involved in the day-to-day management of the Company.
Mr. Hoog Antink was identified by the Nomination Committee in accordance with the Company’s board diversity policy, terms of reference of the Nomination Committee and the board of directors corporate governance guidelines. Given the perspectives and skills Mr. Hoog Antink has gained through his background and experience in accounting and related financial management and his biographical information as disclosed above, the Board considers that Mr. Hoog Antink contributes to the diversity of the Board.
Save as disclosed above, as at the Latest Practicable Date, Mr. Hoog Antink (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial or Controlling Shareholders; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there was no information regarding Mr. Hoog Antink that was disclosure pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Mr. Hoog Antink that need to be brought to the holders of securities of the Company.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
4. Patrick Sydney Dumont
Mr. Patrick Sydney Dumont (“Mr. Dumont”), aged 51, is the Chairman of our Board since March 1, 2026, a Non-Executive Director since August 8, 2025 and the Chairman of the Nomination Committee since March 1, 2026. Mr. Dumont has been the chairman of the board and chief executive officer of LVS since March 1, 2026, the president and treasurer of LVS since January 2021, a director of LVS since April 2017 and a director of VVDI (II) since December 2013. He previously served as LVS Nevada’s president from February 2021 to October 2025, LVS Nevada’s treasurer from December 2013 to October 2025, LVS’ chief operating officer from January 2021 to March 2026, LVS’ executive vice president and chief financial officer from March 2016 to January 2021, LVS’ principal financial officer from February 2016 to March 2016, LVS’ senior vice president, finance and strategy from September 2013 to February 2016, and LVS’ vice president, corporate strategy from June 2010 to August 2013. Mr. Dumont is also the governor of the Dallas Mavericks, a professional basketball team in the National Basketball Association since December 2023. Mr. Dumont holds a Bachelor of Science in Mechanical Engineering from the Johns Hopkins University and a Master of Business Administration from the Columbia Business School. Mr. Dumont was appointed as a Non-Executive Director on August 8, 2025.
Mr. Dumont was appointed as a Non-Executive Director with no specific term of appointment, but is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Articles of Association.
As at the Latest Practicable Date, Mr. Dumont did not have any interest or short position in the Shares or underlying Shares or debentures of the Company, but had interest of 31,198,315 shares and underlying shares and did not have any interest in the debentures of LVS (an associated corporation of the Company), within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
As at the Latest Practicable Date and based on information available to the Company, LVS (through LVS Nevada and VVDI (II)) controlled approximately 74.8% of the voting rights in the Company and is therefore our Controlling Shareholder.
Mr. Dumont does not receive any director’s fees/emoluments for services provided to the Company in his capacity as a Non-Executive Director, the Chairman of the Board and the Chairman of the Nomination Committee. However, Mr. Dumont receives emoluments (inclusive of share-based compensation) from LVS for his service to the LVS group.
Save as disclosed above, as at the Latest Practicable Date, Mr. Dumont (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial or Controlling Shareholders; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there was no information regarding Mr. Dumont that was disclosable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Mr. Dumont that need to be brought to the holders of securities of the Company.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
5. Chung Kit Yi Kitty
Ms. Chung Kit Yi Kitty (“Ms. Chung”), aged 63, is an Independent Non-Executive Director and a member of the Audit Committee since October 16, 2025. Ms. Chung is currently an independent non-executive director of HKBN Ltd. (Stock code: 1310), listed on the Stock Exchange. She is also an independent non-executive director of Goodman Logistics (HK) Limited, one of the triple stapled entities forming the Goodman Group (GMG) and the stapled securities are traded on the Australian Securities Exchange. Ms. Chung is also a member of the admissions, budgets and allocations committee of The Community Chest of Hong Kong. Ms. Chung retired as a partner at PricewaterhouseCoopers in 2023. During her time with PricewaterhouseCoopers, she provided professional services in relation to auditing, accounting, and risk assurance. Ms. Chung holds a bachelor degree in economics from the Monash University in Australia. She is a fellow of the Hong Kong Institute of Certified Public Accountants and a member of the Chartered Accountants Australia and New Zealand. Ms. Chung possesses the accounting and related financial management expertise required under Rule 3.10(2) of the Listing Rules. Ms. Chung was appointed as an Independent Non-Executive Director on October 16, 2025.
Ms. Chung was appointed as an Independent Non-Executive Director with no specific term of appointment, but is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Articles of Association.
As at the Latest Practicable Date, Ms. Chung did not have any interest or short position in the shares, underlying shares or debentures of the Company or LVS (an associated corporation of the Company) within the meaning of Part XV of the SFO as recorded in the register required to be kept under Section 352 of Part XV of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Ms. Chung received director’s fees amounting to approximately US$56,613 as an Independent Non-Executive Director for the year ended December 31, 2025 (on a pro rata basis from director’s fees amounting to approximately US$270,000 per annum). Ms. Chung does not receive any director’s fee as a member of the Audit Committee. The emoluments of Ms. Chung are determined by the Board with reference to her duties and responsibilities with the Company and the Company’s remuneration policy and are subject to review by the Remuneration Committee from time to time. Her emoluments are covered by the letter of appointment issued by the Company and any subsequent revision approved by the Board.
Ms. Chung continues to demonstrate her commitment to her roles with the Company. Moreover, the Company has received annual written confirmation from Ms. Chung concerning her independence in accordance with the Listing Rules. Accordingly, the Board considers that Ms. Chung continues to be independent.
Ms. Chung was identified by the Nomination Committee in accordance with the Company’s board diversity policy, terms of reference of the Nomination Committee and the board of directors corporate governance guidelines. Given the perspectives and skills Ms. Chung has gained through her background and experience in accounting and related financial management and her biographical information as disclosed above, the Board considers that Ms. Chung contributes to the diversity of the Board.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, as at the Latest Practicable Date, Ms. Chung (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial or Controlling Shareholders; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there was no information regarding Ms. Chung that was disclosable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there were no other matters concerning Ms. Chung that need to be brought to the holders of securities of the Company.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 8,093,379,566 Shares and the Company did not hold any treasury shares.
Subject to the passing of the ordinary resolution set out in item 5 of the AGM Notice in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. being 8,093,379,566 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to 809,337,956 Shares, representing 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the Annual General Meeting.
The Company may cancel any Shares repurchased or hold them as treasury shares, subject to market conditions and the capital management needs of the Group at the relevant time of the repurchases.
For the treasury shares to be deposited with CCASS pending resale on the Stock Exchange, the Company will:
(a) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury shares deposited with CCASS;
(b) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; and
(c) take any other appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.
Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
3. FUNDING OF SHARE REPURCHASE
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2025) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:
| Month & Year | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| March 2025 | 18.78 | 15.38 |
| April 2025 | 16.20 | 12.20 |
| May 2025 | 16.42 | 14.00 |
| June 2025 | 16.78 | 14.62 |
| July 2025 | 19.60 | 17.14 |
| August 2025 | 21.42 | 18.76 |
| September 2025 | 22.50 | 19.35 |
| October 2025 | 21.92 | 17.89 |
| November 2025 | 21.58 | 19.00 |
| December 2025 | 22.00 | 19.38 |
| January 2026 | 20.14 | 17.00 |
| February 2026 | 19.19 | 16.94 |
| March 2026 (up to the Latest Practicable Date) | 18.04 | 16.05 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors have confirmed that they will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Directors have confirmed that neither the explanatory statement set out in this Appendix nor the proposed repurchase of Shares pursuant to the Share Repurchase Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company and based on information available to the Company, as at the Latest Practicable Date, VVDI (II) is a substantial Shareholder which is interested in 6,053,847,874 Shares (representing approximately 74.8% of the total issued share capital of the Company). VVDI (II) is a wholly-owned subsidiary of LVS Nevada, which is in turn wholly-owned by LVS.
In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of VVDI (II), LVS Nevada, and LVS would be increased to approximately 83.1% of the issued share capital of the Company (if VVDI (II) does not participate in such repurchase).
The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required under the Listing Rules.
8. REPURCHASE OF SHARES MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
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NOTICE OF ANNUAL GENERAL MEETING
SANDS CHINA LTD.
金沙中國有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1928)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of Sands China Ltd. (the “Company”) will be held virtually through an online platform at http://meetings.computershare.com/SandsChina_AGM2026 on Friday, May 15, 2026 at 11:00 a.m. for the following purposes:
-
To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) of the Company and auditor for the year ended December 31, 2025.
-
To declare a final dividend of HK$0.50 per share for the year ended December 31, 2025.
-
(a) To re-elect Dr. Wong Ying Wai as executive Director;
(b) To re-elect Mr. Chum Kwan Lock Grant as executive Director;
(c) To re-elect Mr. Victor Patrick Hoog Antink as independent non-executive Director;
(d) To re-elect Mr. Patrick Sydney Dumont as non-executive Director;
(e) To re-elect Ms. Chung Kit Yi Kitty as independent non-executive Director; and
(f) To authorize the board of Directors (the “Board”) to fix the respective Directors’ remuneration. -
To re-appoint Deloitte Touche Tohmatsu as auditor and to authorize the Board to fix their remuneration.
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- “THAT:
(a) subject to item 5(b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on another stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in item 5(a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the said mandate shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(c) for the purposes of this resolution and resolution no. 6:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the “Articles of Association”) or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- “THAT:
(a) subject to item 6(b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and deal with additional shares in the capital of the Company, to sell or transfer any treasury shares, and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined above) in accordance with all applicable laws, rules and regulations;
(b) the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in item 6(a) above shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution), otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options granted under any equity award plan of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company 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 exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).
NOTICE OF ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:
- “THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such number shall not exceed 10% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
By order of the Board
SANDS CHINA LTD.
Dylan James Williams
Company Secretary
Macao, April 1, 2026
Notes:
-
The Company will conduct the Annual General Meeting virtually through an online platform (the "Online Platform"), which allows shareholders of the Company ("Shareholders") to attend the Annual General Meeting online in a convenient and efficient way from anywhere with an internet connection via smartphone, tablet or computer. Shareholders will be able to access the live audio broadcast, cast their vote and submit questions online.
-
All resolutions at the Annual General Meeting will be taken by poll pursuant to the Articles of Association and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
-
Shareholders who wish to attend the Annual General Meeting and exercise their voting rights can achieve this in one of the following ways:
(a) attend the Annual General Meeting through the Online Platform which enables live audio streaming and an interactive platform for Q&A and cast their vote online; or
(b) appoint the Chairman of the Annual General Meeting or other persons as their proxy to attend the Annual General Meeting through the Online Platform and vote on their behalf online.
The authority and instruction to the proxy or proxies will be revoked if the Shareholder attends and votes through the Online Platform.
NOTICE OF ANNUAL GENERAL MEETING
- Login details for Registered Shareholders: Registered Shareholders can refer to the letter sent by post for details.
Login details for Non-Registered Shareholders: Non-Registered Shareholders, whose shares of the Company are held in the Central Clearing and Settlement System (CCASS) through banks, brokers, custodians, nominees or HKSCC Nominees Limited (as the case may be) (collectively, the "Intermediaries"), who wish to attend and vote at the Annual General Meeting, should (i) contact their Intermediaries through which the shares of the Company are held to appoint themselves as proxy, and (ii) provide their e-mail address to their Intermediaries, before the deadline required by their Intermediaries. Details regarding the Annual General Meeting arrangements including the login details to access the Online Platform will be sent by the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited (the "Hong Kong Share Registrar"), to the e-mail address provided.
The Online Platform will be open from 10:30 a.m. on May 15, 2026 (i.e. approximately 30 minutes prior to the commencement of the Annual General Meeting). Shareholders should allow ample time to login the Online Platform to complete the required procedures. For details relating to the use of the Online Platform, please refer to the Online Meeting User Guide published on the Company's website.
Shareholders should note that only one device is allowed per login. Please keep the login details in safe custody for use at the Annual General Meeting and do not disclose them to anyone else. Neither the Company nor the Hong Kong Share Registrar assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for attendance, voting or otherwise. The submission of a vote through the Online Platform using your login details will be conclusive evidence that the vote was cast by you as a Shareholder.
For any queries relating to any of the above matters, please call the Hong Kong Share Registrar's telephone hotline at +852 2862 8555 during business hours from 9:00 a.m. to 6:00 p.m. from Monday to Friday, excluding public holidays.
- Any Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote on his behalf. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him at the Annual General Meeting and vote on his behalf. If more than one proxy is so appointed, the proxy form for each appointment shall specify the number of shares in respect of which each such proxy is so appointed.
A proxy need not be a shareholder of the Company but must attend the Annual General Meeting through the Online Platform to represent its appointor. A proxy or proxies representing either a Shareholder who is an individual or a Shareholder which is a corporation shall be entitled to exercise the same powers on behalf of the Shareholder which he or they represent as such Shareholder could exercise. Every Shareholder attending the Annual General Meeting or by proxy shall have one vote for every fully paid share of which he is the holder.
- In order to be valid, the proxy form must be completed and signed in accordance with the instructions thereon and delivered together, with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Hong Kong Share Registrar, (i) by post to 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or (ii) by email to [email protected], no later than 11:00 a.m. (Hong Kong time) on May 13, 2026 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the proxy form shall not preclude a Shareholder from attending and voting at the Annual General Meeting through the Online Platform and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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NOTICE OF ANNUAL GENERAL MEETING
- For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from May 12, 2026 to May 15, 2026, both dates inclusive, during which period no transfer of shares of the Company will be registered. Shareholders who are entitled to attend and vote at the Annual General Meeting are those whose names appear on the register of members of the Company on May 12, 2026. In order to be eligible to attend and vote at the Annual General Meeting, all duly completed and signed transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. (Hong Kong time) on May 11, 2026.
In the event that the Annual General Meeting is adjourned to a date later than May 15, 2026 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the Annual General Meeting will remain the same as stated above.
- The Board has recommended the payment of a final dividend of HK$0.50 per share for the year ended December 31, 2025 and, if such dividend is approved by the Shareholders by passing resolution no. 2, it is expected to be paid on June 12, 2026, to those Shareholders whose names appear on the register of members of the Company on May 22, 2026.
For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed on May 22, 2026, on which date no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all duly completed and signed transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. (Hong Kong time) on May 21, 2026.
In the event that the Annual General Meeting is adjourned to a date later than May 15, 2026 because of bad weather or other reasons, the record date for determination of entitlement to the proposed final dividend will be deferred accordingly. Further details of the new record date will be announced in such circumstances.
-
In relation to resolution nos. 3(a) to 3(e), five retiring Directors will offer themselves for re-election. In accordance with Article 113(1) and (2) of the Articles of Association, Dr. Wong Ying Wai, Mr. Chum Kwan Lock Grant and Mr. Victor Patrick Hoog Antink shall retire at the Annual General Meeting. In addition, Mr. Patrick Sydney Dumont and Ms. Chung Kit Yi Kitty who were appointed by the Board effective August 8, 2025 and October 16, 2025 respectively, shall hold office until the Annual General Meeting pursuant to Article 108(3) of the Articles of Association. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
-
Bad Weather Arrangements
If a typhoon warning signal no. 8 or above is hoisted in Macao at any time between 9:00 a.m. and 11:00 a.m. (Hong Kong time) on the date of the Annual General Meeting, the Annual General Meeting will be automatically adjourned to a later date. When the date, time and location of the adjourned meeting has been fixed by the Directors, the Company will publish an announcement on the websites of the Stock Exchange and the Company to notify Shareholders of the date, time and location of the adjourned meeting.
The Annual General Meeting will be held as scheduled when a rainstorm warning signal is in force in Macao. Shareholders should in any event exercise due care and caution when deciding to attend the Annual General Meeting in adverse weather conditions.
In case of any inconsistency between the English version and the Chinese version of this notice, the English version shall prevail.
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This circular (the “Circular”), in both English and Chinese versions, is available on the Company’s website under the Investor Relations section and the website of the Stock Exchange.
Shareholders may request to be sent a copy of the Circular in printed form by submitting a written request to the Hong Kong Share Registrar (by post to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by email to [email protected]), specifying the name, address, request to receive the Circular together with the accompanying proxy form in printed form.
Both English and Chinese versions of the Circular are bound together into one booklet.
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