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Shui On Land Limited Proxy Solicitation & Information Statement 2026
49087_rns_2026-04-23_5815f646-d025-4dbd-ae33-5bdd4c38a6bc.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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant, or other professional adviser for independent advice.
If you have sold or transferred all your shares in Shui On Land Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
瑞安房地產
SHUI ON LAND
Shui On Land Limited
瑞安房地產有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 272)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Shui On Land Limited to be held at Concord Room I, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Wednesday, 27 May 2026 at 3:00 p.m. is set out on pages 15 to 19 of this circular. Whether or not shareholders are able to attend the annual general meeting, shareholders are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Company's place of business in Hong Kong at 34/F., Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong or the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting (i.e., by 3:00 p.m., 25 May 2026 (Hong Kong time)) or any adjournment thereof. Completion and return of the proxy form shall not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof should shareholders wish.
- For identification purposes only
24 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — EXPLANATORY STATEMENT FOR THE REPURCHASE
MANDATE ... 7
APPENDIX II — DETAILS OF THE DIRECTORS PROPOSED FOR
RE-ELECTION ... 10
NOTICE OF ANNUAL GENERAL MEETING ... 15
- i -
DEFINITIONS
In this circular (other than in the notice of the Annual General Meeting), unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Concord Room I, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Wednesday, 27 May 2026, at 3:00 p.m., the notice of which is set out on pages 15 to 19 of this circular;
"Articles of Association"
the articles of association of the Company;
"associates",
each has the meaning ascribed to it in the Listing Rules;
"close associates",
"controlling shareholder(s)",
"core connected person",
"substantial shareholders",
"subsidiary(ies)"
"Board"
the board of Directors;
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;
"Company"
Shui On Land Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange;
"Director(s)"
the director(s) of the Company;
"Group"
the Company and its subsidiaries;
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;
"Latest Practicable Date"
17 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;
- 1 -
DEFINITIONS
“Relevant Period”
the period from the passing of the resolution to approve the Repurchase Mandate 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 or any applicable laws of the Cayman Islands and other relevant jurisdiction to be held; and (iii) the date of the revocation or variation of the authority given to the Directors by an ordinary resolution of the Shareholders in general meeting;
“Repurchase Mandate”
the proposed general mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares of up to a maximum of 10% of the aggregate number of the issued Shares (excluding any treasury shares) at the date of the AGM;
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Shareholder(s)”
holder(s) of the Share(s);
“Share(s)”
ordinary share(s) of US$0.0025 each in the share capital of the Company;
“Shares Issue Mandate”
the proposed general mandate to be granted to the Directors to exercise the power of the Company to allot, issue, and deal with new Shares (including any sale and transfer of treasury shares) not exceeding 10% of the aggregate number of the issued Shares (excluding any treasury shares) at the date of the AGM;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“Takeovers Code”
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong;
“treasury shares”
has the meaning ascribed to it in the Listing Rules;
“US$”
United States dollars, the lawful currency of the United States of America; and
“%”
percent.
- 2 -
LETTER FROM THE BOARD
瑞安房地產
SHUI ON LAND
Shui On Land Limited
瑞安房地產有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 272)
Executive Directors:
Mr. Vincent H. S. LO (Chairman)
Ms. Stephanie B. Y. LO (Vice Chairman)
Ms. Jessica Y. WANG (Chief Executive Officer)
Mr. Douglas H. H. SUNG (Chief Financial Officer and Chief Investment Officer)
Independent Non-executive Directors:
Mr. Anthony J. L. NIGHTINGALE
Mr. Shane TEDJARATI
Ms. Ya Ting WU
Mr. Albert K. P. NG
Ms. Randy W. S. LAI
Mr. Clement K. M. KWOK
Registered Office:
One Nexus Way
Camana Bay
Grand Cayman, KY1-9005
Cayman Islands
Place of Business in Hong Kong:
34/F, Shui On Centre
6-8 Harbour Road
Wan Chai
Hong Kong
24 April 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, resolutions will be proposed to approve, inter alia, (i) the grant of the Shares Issue Mandate and the Repurchase Mandate and (ii) the re-election of the Directors.
- For identification purposes only
LETTER FROM THE BOARD
The purpose of this circular is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the relevant ordinary resolutions to be proposed at the AGM.
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
At the annual general meeting of the Company held on 16 May 2025, ordinary resolutions were passed to grant general mandates to the Directors (i) to allot, issue, and deal with new Shares not exceeding 10% of the aggregate number of the issued shares of the Company (excluding any treasury shares) at the date of passing such resolution; (ii) to repurchase Shares not exceeding 10% of the aggregate number of the issued shares of the Company (excluding any treasury shares) at the date of passing such resolution; and (iii) to extend the general mandate granted to the Directors to issue Shares as mentioned in item (i) above by the number of Shares repurchased by the Company as mentioned in item (ii) above.
The above general mandates will lapse at the conclusion of the AGM. The Board, therefore, proposes to seek your approval of the ordinary resolutions to be proposed at the AGM to renew these general mandates.
Subject to the passing of the resolution regarding the Shares Issue Mandate and on the basis of 8,027,265,324 Shares in issue at the Latest Practicable Date and assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be allowed to allot and issue a maximum of 802,726,532 Shares, being 10% of the aggregate number of issued Shares (excluding any treasury shares) at the date of passing the relevant resolution at the AGM.
Subject to the passing of the resolution to approve the proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be allowed to repurchase a maximum of 802,726,532 Shares, being 10% of the aggregate number of issued Shares (excluding any treasury shares) at the date of passing the relevant resolution at the AGM, during the Relevant Period.
At the Latest Practicable Date, the Company did not have any treasury shares.
In the event of any consolidation or subdivision of share capital, the maximum number of Shares to be issued and repurchased under the proposed Share Issue Mandate and Repurchase Mandate, respectively will be automatically adjusted and, when represented as a percentage of the total number of shares in issue before and after any consolidation or subdivision of share capital, will remain the same.
An explanatory statement as required by the Listing Rules to provide the requisite information for consideration by the Shareholders of the Repurchase Mandate is set out in Appendix I to this circular.
LETTER FROM THE BOARD
RE-ELECTION OF THE DIRECTORS
The Board currently consists of ten Directors, namely Mr. Vincent H. S. LO, Ms. Stephanie B. Y. LO, Ms. Jessica Y. WANG, Mr. Douglas H. H. SUNG, Mr. Anthony J. L. NIGHTINGALE, Mr. Shane TEDJARATI, Ms. Ya Ting WU, Mr. Albert K. P. NG, Ms. Randy W. S. LAI and Mr. Clement K. M. KWOK.
In accordance with Article 102 of the Articles of Association, Ms. Stephanie B. Y. LO, Mr. Albert K. P. NG and Mr. Anthony J. L. NIGHTINGALE will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.
In accordance with Article 97(3) of the Articles of Association, Mr. Clement K. M. KWOK will hold office until the AGM and, being eligible, will offer himself for re-election at the AGM.
Mr. Albert K. P. NG, Mr. Anthony J. L. NIGHTINGALE, and Mr. Clement K. M. KWOK, being Independent Non-executive Directors of the Company, have confirmed their independence pursuant to Rule 3.13 of the Listing Rules. The Board has assessed and reviewed the annual confirmation of independence of Mr. Ng, Mr. Nightingale and Mr. Kwok based on the criteria set out in Rule 3.13 of the Listing Rules and affirmed that Mr. Ng, Mr. Nightingale and Mr. Kwok remain independent. The Nomination Committee of the Company has assessed and is satisfied with the independence of Mr. Ng, Mr. Nightingale and Mr. Kwok. The Board considers that Mr. Ng, Mr. Nightingale and Mr. Kwok remain independent of management and free of any relationship that could materially interfere with the exercise of their independent judgment. Given the aforesaid factors and the fact that Mr. Ng has extensive experience in the accounting profession in Hong Kong and China, and he is a pioneer in China investment advisory and has guided many multinational companies on investing in China; Mr. Nightingale has experience in property investment, management, and development; and Mr. Kwok has extensive experience in accounting, investment banking, and corporate and financial management, the Nomination Committee considered that the Company would benefit from the proposed re-election of Mr. Ng, Mr. Nightingale and Mr. Kwok, who could provide valuable advice to the Board, offering different perspectives and contributing to Board diversity.
After reviewing the Board composition and considering the aforesaid factors, notwithstanding that Mr. Nightingale has served more than nine years, the Nomination Committee nominated all four Directors, including Mr. Nightingale, for the Board's recommendation to stand for re-election by the Shareholders at the AGM. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
AGM
A notice convening the AGM is set out on pages 15 to 19 of this circular.
A proxy form for the AGM is enclosed with this circular. Whether or not Shareholders are able to attend the AGM, Shareholders are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Company's place of business in Hong Kong at 34/F., Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong or the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any
LETTER FROM THE BOARD
event not later than 48 hours before the time appointed for holding the AGM (i.e., by 3:00 p.m., 25 May 2026 (Hong Kong time)) or any adjournment thereof. Completion and return of the proxy form shall not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof should Shareholders wish.
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 regarding the Company. At the Latest Practicable Date, 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. There are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors believe that the proposals relating to (i) the grant of the Shares Issue Mandate and the Repurchase Mandate and (ii) the re-election of the Directors are in the interests of the Company and the Shareholders as a whole and recommend Shareholders to vote in favour of the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is drawn to the additional information in the appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
By Order of the Board
Shui On Land Limited
Vincent H. S. LO
Chairman
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This appendix serves as an explanatory statement as required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM concerning the proposed Repurchase Mandate.
1. SHARE CAPITAL
At the Latest Practicable Date, the issued share capital of the Company was US$20,068,163, comprising 8,027,265,324 fully paid-up Shares, and the Company did not have any treasury shares.
Subject to the passing of the resolution to approve the proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be allowed to repurchase a maximum of 802,726,532 Shares, being 10% of the aggregate number of issued Shares (excluding any treasury shares) at the Latest Practicable Date, during the Relevant Period.
The Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS, (ii) in the case of dividends or distributions, the Company will 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.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.
The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
3. FUNDING OF REPURCHASES
Repurchases made under the proposed Repurchase Mandate will be made out of funds which are legally available for the purpose in accordance with the Company’s memorandum and articles of association and the applicable laws of the Cayman Islands.
In the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period, there might be a material adverse impact on the working capital or the gearing position of the Company as compared with the financial position of the Company at 31 December 2025 (being the date of its latest audited financial statements). However, the Directors do not propose to exercise the Repurchase Mandate to such an extent that it would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company.
4. EFFECTS OF TAKEOVERS CODE
If, as a result of a repurchase of Shares under the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition 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 shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
At the Latest Practicable Date, Mr. Vincent H. S. LO and his associates were interested in 4,513,605,772 Shares, representing approximately 56.23% of the existing issued share capital of the Company. Based on such shareholding and assuming that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the AGM and if the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding interest of Mr. Vincent H. S. LO together with his associates in the Company would be increased to approximately 62.48% of the issued share capital of the Company. Such an increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
Save as aforesaid, at the Latest Practicable Date, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
5. SHARE PRICES
The highest and the lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months were as follows:
| Share Prices | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| 2025 | ||
| April | 0.700 | 0.600 |
| May | 0.690 | 0.610 |
| June | 0.820 | 0.590 |
| July | 0.820 | 0.710 |
| August | 0.860 | 0.750 |
| September | 0.800 | 0.710 |
| October | 0.750 | 0.690 |
| November | 0.750 | 0.700 |
| December | 0.720 | 0.680 |
| 2026 | ||
| January | 0.740 | 0.670 |
| February | 0.700 | 0.660 |
| March | 0.670 | 0.510 |
| April (up to the Latest Practicable Date) | 0.540 | 0.495 |
6. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
7. GENERAL
To the best knowledge of the Directors, having made all reasonable enquiries, none of the Directors or any of their close associates has any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by Shareholders at the AGM.
No core connected person of the Company, as defined in the Listing Rules, has notified the Company that he/she has a present intention to sell Shares to the Company or has undertaken not to do so in the event that the Company is authorized to make purchases of the Shares.
The Directors, so far as the same may be applicable, will exercise the proposed Repurchase Mandate to repurchase Shares in accordance with the Listing Rules and the applicable laws of the Cayman Islands. Neither this Explanatory Statement nor the proposed Repurchase Mandate has any unusual features.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the four Directors proposed to be re-elected at the AGM:
Ms. Stephanie B. Y. LO
Executive Director
Ms. Stephanie B. Y. LO, aged 43, is the Vice Chairman and Executive Director of the Company and Shui On Xintiandi Limited, a wholly-owned subsidiary of the Company. Ms. Lo takes the lead on corporate development, business, and product innovation of the Group and also assists the Chairman of the Company in leading the Board in deciding on the direction and future development of the Company. Ms. Lo joined the Group in August 2012 and has over 22 years of working experience in the property development industry in the PRC, architecture, and interior design, as well as other art enterprises. Prior to joining the Group, Ms. Lo worked for various architecture and design firms in New York City, which include Studio Sofield — a firm well-known for its capabilities in retail design. She holds a Bachelor of Arts degree in Architecture from Wellesley College in Massachusetts. She currently serves as a Member of The Fourteenth Shanghai Committee of Chinese People's Political Consultative Conference. She has been selected as a Young Global Leader of the World Economic Forum in 2020. Ms. Lo is the daughter of Mr. Vincent H. S. LO (the Chairman of the Company), a director of Shui On Company Limited (the controlling shareholder of the Company) and was appointed as a Non-executive Director of SOCAM Development Limited with effect from 1 January 2019. Save as disclosed above, Ms. Lo does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.
Ms. Lo is currently a member of each of the Nomination Committee, the Strategy Committee, and the Sustainability Committee of the Company. Ms. Lo also holds directorship in various member companies of the Group. Save as disclosed above, Ms. Lo does not hold any other positions with the Company or any of its subsidiaries and has not held any directorship in other listed public companies in the last three years.
Ms. Lo has not been appointed for a specific term but shall be subject to relevant provisions of retirement by rotation and re-election at the annual general meetings of the Company under the Articles of Association, the Listing Rules and any other applicable laws. There is an employment contract signed between a member of the Group and Ms. Lo. The term of her appointment will continue until terminated by either party by giving to the other not less than three months' notice. Ms. Lo is entitled to an annual remuneration of approximately HK$9,100,000. She is entitled to a performance-related bonus, which will be determined with reference to her individual performance, her duties and responsibilities in the Company and the Group, the performance of the Group, the remuneration benchmark in the industry, and the prevailing market conditions. Details of her emoluments are in the Company's 2025 annual report.
At the Latest Practicable Date, Ms. Lo is deemed to be interested in (i) 4,511,756,251 Shares; and (ii) 236,309,000 shares of SOCAM Development Limited within the meaning of Part XV of the SFO.
Saved as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed under any of the requirements set out in Rule 13.51(2) of the Listing Rules.
- 10 -
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Albert K. P. NG
Independent Non-executive Director
Mr. Albert K. P. NG, aged 68, has been appointed as an Independent Non-executive Director of our Company since 11 October 2022. Mr. Ng was the chairman of Ernst & Young China, the managing partner of Ernst & Young in Greater China, and a member of Ernst & Young's Global Executive Committee. He has over 30 years of professional experience in accounting in Hong Kong and Mainland China. Prior to joining Ernst & Young, Mr. Ng served as Managing Partner of Arthur Andersen in Greater China, Managing Partner of the China Operation of PricewaterhouseCoopers, and the managing director of Citigroup China Investment Banking.
Mr. Ng is currently an Honorary Advisor of the Hong Kong Business Accountants Association and a member of the Advisory Board of the School of Accountancy and the MBA Programs of The Chinese University of Hong Kong. Mr. Ng is a member of the Audit Committee of The Chinese University of Hong Kong, Shenzhen.
Mr. Ng is an Independent Non-executive Director of Ping An Insurance (Group) Company of China, Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 601318) and the Hong Kong Stock Exchange (stock code: 02318)), China International Capital Corporation Limited (a company listed on the Shanghai Stock Exchange (stock code: 601995) and the Hong Kong Stock Exchange (stock code: 03908)), and an Independent Director of Alibaba Group Holding Limited (a company listed on the New York Stock Exchange (stock code: BABA) and the Hong Kong Stock Exchange (stock code: 09988)). Mr. Ng previously served as an Independent Non-executive Director of Beijing Airdoc Technology Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 02251)).
Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA), Chartered Accountants of Australia and New Zealand (CAANZ), CPA Australia (CPAA), and the Association of Chartered Certified Accountants (ACCA). He obtained his Bachelor of Business Administration degree and his Master of Business Administration degree from The Chinese University of Hong Kong.
Mr. Ng is currently the chairman of the Audit and Risk Committee and a member of the Strategy Committee of the Company. Save as disclosed above, Mr. Ng does not hold any other positions with the Company or any of its subsidiaries and has not held any directorship in other listed public companies in the last three years.
There is a service agreement between Mr. Ng and the Company and his current appointment shall end on the date of the AGM, subject to relevant provisions of retirement by rotation and re-election at the annual general meetings of the Company under the Articles of Association, the Listing Rules and any other applicable law. According to the service agreement, Mr. Ng is entitled to receive a Director's fee of HK$820,000 per annum, subject to annual review by the Board and determined with reference to his duties and responsibilities, the remuneration benchmark in the industry and the prevailing market conditions. Details of his emoluments are set out in the Company's 2025 annual report.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
At the Latest Practicable Date, Mr. Ng does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Ng does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Ng met the independence guidelines set out in Rule 3.13 of the Listing Rules and the Company has received his annual written independence confirmation and considered him independent.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed under any of the requirements set out in Rule 13.51(2) of the Listing Rules.
Mr. Anthony J. L. NIGHTINGALE, CMG, SBS, JP
Independent Non-executive Director
Mr. Anthony J. L. NIGHTINGALE, aged 78, has been appointed as an Independent Non-executive Director of our Company since 1 January 2016. He was the Managing Director of Jardine Matheson Holdings Limited. He is a non-executive Director of Vitasoy International Holdings Limited, a director of Matheson & Co., Limited, and a commissioner of PT Astra International Tbk. He was a director of Jardine Strategic Holdings Limited, Mandarin Oriental International Limited, Prudential plc, Jardine Cycle & Carriage Limited, Jardine Matheson Holdings Limited, DFI Retail Group Holdings Limited and Hongkong Land Holdings Limited.
Mr. Nightingale is a chairperson of The Sailors Home and Missions to Seafarers. He is the former chairman of the Hong Kong General Chamber of Commerce and was appointed a member of The HKSAR Chief Executive's Council of Advisers on Innovation and Strategic Development (2017 to 2022), an ABAC Representative of Hong Kong, China, from 2005 to 2017 and the Hong Kong representative to the APEC Vision Group from 2018 to 2019.
Mr. Nightingale is currently the chairman of the Remuneration Committee and a member of the Strategy Committee of the Company. Save as disclosed above, Mr. Nightingale does not hold any other positions with the Company or any of its subsidiaries and has not held any directorship in other listed public companies in the last three years.
There is a service agreement between Mr. Nightingale and the Company and his current appointment shall end on the date of the AGM, subject to relevant provisions of retirement by rotation and re-election at the annual general meetings of the Company under the Articles of Association, the Listing Rules and any other applicable law. According to the service agreement, Mr. Nightingale is entitled to receive a Director's fee of HK$670,000 per annum, subject to annual review by the Board and determined with reference to his duties and responsibilities, the remuneration benchmark in the industry and the prevailing market conditions. Details of his emoluments are set out in the Company's 2025 annual report.
At the Latest Practicable Date, Mr. Nightingale does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Nightingale does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Nightingale met the independence guidelines set out in Rule 3.13 of the Listing Rules and the Company has received his annual written independence confirmation and considered him independent.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed under any of the requirements set out in Rule 13.51(2) of the Listing Rules.
Mr. Clement K. M. KWOK, Chevalier de l'Ordre National de la Légion d'Honneur
Independent Non-executive Director
Mr. Clement K. M. KWOK, aged 66, has been appointed as an Independent Non-executive Director of our Company since 1 July 2025. He has extensive experience in accounting, investment banking, and corporate and financial management. After qualifying as a chartered accountant with Price Waterhouse London in 1983, he had over 10 years of investment banking experience with Barclays de Zoete Wedd in London and Schroders Asia in Hong Kong, where he was appointed as Head of Corporate Finance in 1991 and led major initial public offerings, and mergers and acquisitions work for many of Hong Kong's top corporate groups, banks and the Hong Kong Government. Mr. Kwok then served as Finance Director of MTR Corporation Limited from 1996 to 2002.
Mr. Kwok has over two decades of experience in hospitality and real estate, as well as board and committee experience for other listed entities. From February 2002 to October 2024, Mr. Kwok was the Managing Director and Chief Executive Officer of The Hongkong and Shanghai Hotels, Limited (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 00045)), which is the owner and operator of the Peninsula Hotels Group. Following his retirement in October 2024, Mr. Kwok continued to serve as an Executive Director and Advisor to the Chief Executive Officer of The Hongkong and Shanghai Hotels, Limited until May 2025. He was previously an Independent Non-executive Director of Swire Pacific Limited (stock codes: 'A' Shares 00019, 'B' Shares 00087) and Orient Overseas (International) Limited (stock code: 00316), both of which are listed on the Main Board of the Stock Exchange.
Mr. Kwok's knowledge of international markets, accounting, corporate risk management, and compliance is enhanced by his experience serving on prominent regulatory bodies such as the Listing Committee of the Stock Exchange, the Takeovers and Mergers Panel of the Securities and Futures Commission, and the Interpretations Committee of the International Accounting Standards Board.
Mr. Kwok is currently an Independent Non-executive Director and the Chairman of the Audit Committee of Hang Seng Bank Limited (a company listed on the Main Board of the Stock Exchange until 27 January 2026), an Independent Non-executive Director and a member of each of the Audit Committee, the Nomination Committee, and the Corporate Governance Committee of Chen Hsong Holdings Limited (a company listed on the Main Board of the Stock Exchange (stock code: 00057)) and an Independent Non-executive Director and a member of each of the Audit Committee and the Nomination Committee of Wing Tai Properties Limited (a company listed on the Main Board of the Stock Exchange (stock code: 00369)). He is also the Chairman of the Advisory Committee on Hotel and Tourism Management of CUHK Business School of The Chinese University of Hong Kong and a member of the International Advisory Council of Faculty of Business and Economics of The University of Hong Kong.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Kwok holds a Bachelor of Science in Economics from the London School of Economics. He is a fellow of each of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants.
Mr. Kwok is currently a member of each of the Audit and Risk Committee, the Remuneration Committee and the Strategy Committee of the Company. Save as disclosed above, Mr. Kwok does not hold any other positions with the Company or any of its subsidiaries and has not held any directorship in other listed public companies in the last three years.
There is a service agreement between Mr. Kwok and the Company and his current appointment shall end on the date of the AGM, subject to relevant provisions of retirement by rotation and re-election at the annual general meetings of the Company under the Articles of Association, the Listing Rules and any other applicable law. According to the service agreement, Mr. Kwok is entitled to receive a Director's fee of HK$750,000 per annum, subject to annual review by the Board and determined with reference to his duties and responsibilities, the remuneration benchmark in the industry and the prevailing market conditions. Details of his emoluments are set out in the Company's 2025 annual report.
At the Latest Practicable Date, Mr. Kwok does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Kwok does not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Kwok met the independence guidelines set out in Rule 3.13 of the Listing Rules and the Company has received his annual written independence confirmation and considered him independent.
Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information required to be disclosed under any of the requirements set out in Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
瑞安房地產
SHUI ON LAND
Shui On Land Limited
瑞安房地產有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 272)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (the "Meeting") of Shui On Land Limited (the "Company") will be held at Concord Room I, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Wednesday, 27 May 2026 at 3:00 p.m. for the following purposes:
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To receive and adopt the audited financial statements of the Company and the reports of the directors and the independent auditor for the year ended 31 December 2025.
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(a) To re-elect Ms. Stephanie B. Y. LO as director of the Company;
(b) To re-elect Mr. Albert K. P. NG as director of the Company;
(c) To re-elect Mr. Anthony J. L. NIGHTINGALE as director of the Company;
(d) To re-elect Mr. Clement K. M. KWOK as director of the Company;
(e) To authorize the Company's board of directors to fix the directors' remuneration.
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To re-appoint the Company's auditor and to authorize the Company's board of directors to fix their remuneration.
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For identification purposes only
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass the following resolutions, with or without modifications, as ordinary resolutions:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, and deal with additional shares of the Company (the "Shares") (including any sale or transfer of treasury shares (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) and to make or grant offers, agreements, and share options (including warrants, bonds, debentures and other securities convertible into Shares) which might require the exercise of such powers be and are hereby generally and unconditionally approved;
(b) the approval given in paragraph (a) of this Resolution shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, and share options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors and treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) an issue of Shares upon the exercise of the rights of subscription or conversion attaching to any warrants which might be issued by the Company or any existing securities of the Company which carry the rights to subscribe for or are convertible into Shares;
(iii) an issue of Shares upon the exercise of any share options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of option to subscribe for, or rights to acquire Shares; or
(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares or any issue of bonus Shares in accordance with the articles of association of the Company from time to time;
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NOTICE OF ANNUAL GENERAL MEETING
shall not exceed 10% of the aggregate number of the Shares in issue (excluding any treasury shares) at the date of passing this Resolution, and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b), and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b), and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
“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 or any applicable laws of the Cayman Islands and other relevant jurisdiction to be held; and
(iii) the date of the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the Company’s shareholders in a general meeting.
“Rights Issue” means the allotment, issue, or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at the date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).
(B) “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of the Shares which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate number of the Shares in issue (excluding any treasury shares) at the date of passing of this Resolution, and the approval granted under paragraph (a) of this Resolution shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and
(d) for this Resolution:
“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 or any applicable laws of the Cayman Islands and other relevant jurisdiction to be held; and
(iii) the date of the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the Company’s shareholders in a general meeting.”
(C) “THAT conditional upon the passing of Resolutions (A) and (B) above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue, or otherwise deal with additional Shares (including any sale or transfer of treasury shares) pursuant to Resolution (A) above be and hereby extended by the addition thereto of such number of Shares representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to Resolution (B) above, provided that such number of Shares shall not exceed 10% of the aggregate number of the Shares in issue (excluding any treasury shares) at the date of passing of this Resolution.”
By Order of the Board
Shui On Land Limited
UY Kim Lun
Company Secretary
Hong Kong, 24 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(1) Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company.
(2) To be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company's place of business in Hong Kong at 34/F, Shui On Centre, 6-8 Harbour Road, Wan Chai, Hong Kong or the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong at least 48 hours before the time appointed for holding the Meeting (i.e., by 3:00 p.m., 25 May 2026 (Hong Kong time)) or any adjournment thereof. Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the Meeting or any adjourned meeting thereof should the shareholder wish.
(3) The register of members will be closed from Wednesday, 20 May 2026, to Wednesday, 27 May 2026 (both dates inclusive), during which period no transfer of shares will be registered. To be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 19 May 2026. The record date for determining shareholders' entitlement to attend and vote at the Meeting will be Wednesday, 27 May 2026.
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