Swire Pacific Limited 'A' — Proxy Solicitation & Information Statement 2007

Oct 18, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Henderson Land Development Company Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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(Incorporated in Hong Kong with limited liability)

(Stock Code:12)

GROUP REORGANISATION OF

HENDERSON LAND DEVELOPMENT COMPANY LIMITED’S INTERESTS IN THE HONG KONG AND CHINA GAS COMPANY LIMITED

DISCLOSEABLE TRANSACTION

ACQUISITION OF HENDERSON INVESTMENT LIMITED’S INTERESTS IN THE HONG KONG AND CHINA GAS COMPANY LIMITED

Financial Adviser

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20 October 2007

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	The Acquisition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	Reasons for and Benefits of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
4.	Financial Effects of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
5.	Information Relating to the Group and the HIL Group . . . . . . . . . . . . . . . . . . . . . .	13
6.	Implications under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
7.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context otherwise requires:

• “Acquisition Agreement”

means the conditional agreement dated 2 October 2007 entered into between the Company and HIL in relation to the Transaction

• “Allotment Right”

means a right to the holder of the Share Entitlement Note to call for the issue by the Company to it of a fixed number of fully paid Shares without having to make any payment

• “Announcement”

• means the announcement dated 2 October 2007 issued jointly by the Company and HIL relating to, amongst other things, the Transaction

• “associate”

has the meaning given to such term under the Listing Rules

• “Board”

means the board of Directors

• “Companies Ordinance”

• means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Company”

• means Henderson Land Development Company Limited, which shares are listed on the Stock Exchange

• “Completion”

• means completion of the Transaction in accordance with the terms of the Acquisition Agreement

• “Completion Date”

• means 10 business days after the fulfilment or waiver of the Conditions, or such other date as may be agreed between the Company and HIL

• “Completion Distribution”

• means the proposed distribution by HIL to the HIL Shareholders, upon Completion, of 0.209 Share to be allotted under the Share Entitlement Note for each HIL Share

• “Conditions”

• means the conditions precedent to Completion, as more particularly set out under the section headed “Conditions to Completion” of this circular

• “Court”

• means the Court of First Instance of the High Court of Hong Kong

— 1 —

DEFINITIONS

“Director(s)” means the director(s) of the Company “Dividend Amount” means any amount which is equal to any dividend payable by the Company based on any record date which is on or after the date of the Acquisition Agreement for which any Shares to be allotted pursuant to the Share Entitlement Note do not rank due to their being issued (or the relevant entries to the Company’s register of members being made) after such record date, which amount is payable by the Company to the holder of such Shares pursuant to the Share Entitlement Note

“EGM of HIL” means the extraordinary general meeting of HIL to be convened at 4:00 p.m. on Monday, 12 November 2007 (or any adjournment thereof) for the purposes of approving, among other matters (if any), the Acquisition Agreement, the Share Premium Reduction and the Proposed Distributions “Further Distribution” means the proposed distribution by HIL to the HIL Shareholders, if the Share Premium Reduction becomes unconditional, of HK$1.21 per HIL Share

“Group” means the Company and its subsidiaries “HIL” means Henderson Investment Limited, which shares are listed on the Stock Exchange “HIL Group” means HIL and its subsidiaries “HIL Independent Shareholders” means HIL Shareholders other than the Company, Dr. Lee Shau Kee and their respective associates and Fu Sang Company Limited “HIL Share(s)” means share(s) of HK$0.20 each in the share capital of HIL “HIL Shareholder” means holder of HIL Share(s) “HKCG” means The Hong Kong and China Gas Company Limited, which shares are listed on the Stock Exchange “HKCG Average Closing Price” means the average closing price of the HKCG Shares as stated in the Stock Exchange’s daily quotation sheets for the 10 trading days immediately preceding 2 October 2007 “HKCG Interests” means HIL’s interest in 2,366,934,097 HKCG Shares, represented by its interest in the Sale Companies and the Shareholder’s Loans “HKCG Share(s)” means share(s) of HK$0.25 each in the share capital of HKCG

— 2 —

DEFINITIONS

“HLD Average Closing Price” means the average closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets for the 10 trading days immediately preceding 2 October 2007 “Hong Kong” means the Hong Kong Special Administrative Region of the PRC “Issuer” means Kamston Investment Limited, a wholly-owned subsidiary of the Company, the issuer of the Share Entitlement Note “Latest Practicable Date” means 15 October 2007, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Morgan Stanley” means Morgan Stanley Asia Limited, a company incorporated in Hong Kong, which is licensed for Type 1 regulated activity (dealing in securities), Type 4 regulated activity (advising on securities), Type 5 regulated activity (advising on futures contracts), Type 6 regulated activity (advising on corporate finance) and Type 7 regulated activity (providing automated services) under the SFO, and financial adviser to the Company “PRC” means the People’s Republic of China “Proposed Distributions” means the Completion Distribution and the Further Distribution “Remaining Group” means the HIL Group, other than the Sale Companies and their subsidiaries “Sale Companies” means Macrostar Investment Limited and Timpani Investments Limited, each a wholly-owned subsidiary of HIL “SFC” means the Securities and Futures Commission of Hong Kong “SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” means share(s) of HK$2.00 each in the share capital of the Company

— 3 —

DEFINITIONS

“Share Entitlement Note”	means the share entitlement note to be issued by a wholly-
	owned subsidiary of the Company (and guaranteed by the
	Company) to HIL at Completion, which shall confer the right
	to call for the issue of a fixed number of fully paid Shares,
	including any share entitlement note resulting from any
	assignment of such share entitlement note
“Share Premium Reduction”	means the proposed reduction of the share premium account
	of HIL to increase the distributable reserve of HIL as
	described in the Announcement
“Shareholder”	means holder of Share(s)
“Shareholder’s Loans”	means, in relation to a Sale Company, the shareholder’s loans
	owing by such company and (if any) its subsidiaries to HIL as
	at Completion
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited
“Takeovers Code”	means The Code on Takeovers and Mergers issued by the SFC
“Transaction”	means the acquisition by the Group of interests in the Sale
	Companies and the Shareholder’s Loans due from the Sale
	Companies to HIL pursuant to the Acquisition Agreement
“HK$”	means Hong Kong dollar(s), the lawful currency of Hong
	Kong
“%”	means per cent.

— 4 —

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code:12)

Executive Directors: Lee Shau Kee (Chairman and Managing Director) Lee Ka Kit (Vice Chairman) Colin Lam Ko Yin (Vice Chairman) Lee Ka Shing (Vice Chairman) John Yip Ying Chee Alexander Au Siu Kee Suen Kwok Lam Lee King Yue Fung Lee Woon King Eddie Lau Yum Chuen Li Ning Patrick Kwok Ping Ho

Registered Office: 72nd-76th Floors Two International Finance Centre 8 Finance Street Central Hong Kong

Non-executive Directors:

Woo Po Shing Leung Hay Man Angelina Lee Pui Ling Lee Tat Man Jackson Woo Ka Biu (Alternate Director to Woo Po Shing)

Independent Non-executive Directors: Gordon Kwong Che Keung Ko Ping Keung Wu King Cheong

20 October 2007

To the Shareholders

Dear Sir or Madam,

GROUP REORGANISATION OF

HENDERSON LAND DEVELOPMENT COMPANY LIMITED’S INTERESTS IN THE HONG KONG AND CHINA GAS COMPANY LIMITED

DISCLOSEABLE TRANSACTION

ACQUISITION OF HENDERSON INVESTMENT LIMITED’S INTERESTS IN THE HONG KONG AND CHINA GAS COMPANY LIMITED

1. INTRODUCTION

In the Announcement, the Company and HIL jointly announced that on 2 October 2007, they entered into the Acquisition Agreement pursuant to which the Group agreed to acquire from the HIL

— 5 —

LETTER FROM THE BOARD

Group the HKCG Interests, being HIL’s entire interests in 2,366,934,097 HKCG Shares (representing approximately 39.06% of the total issued share capital of HKCG), through acquisition of its interests in the Sale Companies and the Shareholder’s Loans. The Transaction is an effective reorganisation of the Group’s interest in HKCG.

The Transaction constitutes a discloseable transaction of the Company under the Listing Rules. The purpose of this circular is to provide you with, among other things, further details of the Acquisition Agreement and the Transaction.

2. THE ACQUISITION AGREEMENT

Date

2 October 2007

Parties

The Company HIL

The Transaction

The Transaction comprises the acquisition by the Group from the HIL Group the HKCG Interests, being HIL’s entire interests in 2,366,934,097 HKCG Shares (representing approximately 39.06% of the total issued share capital of HKCG), through acquisition of its interests in the Sale Companies and the Shareholder’s Loans. The Sale Companies are wholly-owned subsidiaries of HIL whose principal business activity is investment holding in HKCG. HKCG is a company incorporated in Hong Kong which shares are listed on the Stock Exchange. The principal business activities of HKCG and its subsidiaries are the production, distribution and marketing of gas, water and related activities in Hong Kong and the PRC.

There is no change in control of HKCG as a result of the Transaction. The Executive Director of the Corporate Finance Division of the SFC has waived the Company’s obligation to make a general offer for the HKCG Shares as a result of the Transaction pursuant to Note 6 to Rule 26.1 of the Takeovers Code.

Set out below is certain financial information in relation to the Sale Companies:

	2007	2006
	HK$ (million)	HK$ (million)
Aggregate net assets attributable to the interests in,
and the Shareholder’s Loans due from, the Sale
Companies as at 30 June (Note)	14,387	11,693
Aggregate profits before and after taxation for the
year ended 30 June (Note)	3,404	1,798

— 6 —

LETTER FROM THE BOARD

Note: attributable to the interests in the Sale Companies and their subsidiaries as a whole comprised in the audited consolidated accounts of HIL, with the interests in HKCG being equity accounted for in relation to the Sale Companies and their subsidiaries

The net assets attributable to the interests in the Sale Companies and the Shareholder’s Loans as at 30 June 2007 were HK$8,964 million and HK$5,423 million respectively and the net assets attributable to the interests in the Sale Companies and the Shareholder’s Loans as at 30 June 2006 were HK$6,302 million and HK$5,391 million respectively. Apart from the interests in 2,366,934,097 HKCG Shares and the Shareholder’s Loans, the Sale Companies did not have any other major assets or liabilities as at 30 June 2007.

The Sale Companies and their subsidiaries will cease to be subsidiaries of HIL following Completion. HKCG will continue to be equity accounted for in the books of the Company following Completion.

Simplified overviews of the approximate shareholding interest between the Company, HIL and HKCG as at the Latest Practicable Date and upon Completion are set out below:

As at the Latest Practicable Date:

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----- Start of picture text -----

Dr. Lee Shau Kee
and/or his family trust
1.33%
(other than
those held
Other Shareholders
through the 57.52%
Company)
42.19%
The Company
Other shareholders
67.94% of HIL
30.73%
0.29% HIL
39.06%
HKCG Infrastructure business
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LETTER FROM THE BOARD

Upon Completion:

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----- Start of picture text -----

Dr. Lee Shau Kee
and/or his family trust
1.33%
(other than those
held through the
Company) Other Shareholders
52.44%
47.30%
The Company
Other shareholders
67.94% of HIL
0.26% HIL 30.73%
39.06%
HKCG Infrastructure business
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Consideration

Based on the HKCG Average Closing Price of HK$18.108, the value of the HKCG Interests is approximately HK$42,860 million. The consideration comprises:

• (a) the issue to HIL of the Share Entitlement Note, which shall confer on the holder the right to call for the issue by the Company of 636,891,425 Shares credited as fully paid. Based on the HLD Average Closing Price of HK$61.475, the aggregate value of such 636,891,425 Shares is approximately HK$39,153 million; and

• (b) HK$3,707 million in cash.

The Company has undertaken that, before the Share Entitlement Note is issued and while any Share remains to be issued pursuant to the Share Entitlement Note, it will not take certain actions which will have a dilutive effect on the market price per share in the Company, such as sub-division of Shares, capitalisation of profits or reserves, capital distributions in cash or specie and rights issues. HIL has further undertaken to procure that any dividends received before Completion from HKCG which are based on any record date which is on or after the date of the Acquisition Agreement will be retained in the Sale Companies or their subsidiaries.

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LETTER FROM THE BOARD

As mentioned in the Announcement, the board of directors of HIL has proposed to recommend for approval by HIL Shareholders:

• (a) upon Completion, a dividend of a total amount which is equal to the sum of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets as at the date of Completion multiplied by 636,891,425 and (ii) the aggregate Dividend Amount (if any), which is to be satisfied not by payment of cash but by a distribution in specie of the entitlement to 0.209 Share to be allotted under the Share Entitlement Note for each HIL Share; and

• (b) if the Share Premium Reduction becomes unconditional, a further distribution of approximately HK$3,687 million in cash, being HK$1.21 per HIL Share.

Out of the distribution of the entitlement to up to 636,891,425 Shares, the Company or its subsidiaries would have an entitlement to up to 432,729,036 Shares (based on their holding of 2,070,473,859 HIL Shares as at the Latest Practicable Date). Such entitlement will be cancelled upon distribution to the Company and its subsidiaries and the Shares relating thereto will not be allotted. Accordingly, only up to 204,162,389 Shares (with a total nominal value of HK$408,324,778) will be allotted to the other shareholders of HIL. The 204,162,389 Shares represent approximately 10.51% of the existing issued share capital of the Company, or approximately 9.51% of the issued share capital of the Company as enlarged by the issue of such Shares. As at the Latest Practicable Date, the authorised share capital of the Company was HK$5,200,000,000 divided into 2,600,000,000 Shares and the issued share capital of the Company was HK$3,885,160,000 divided into 1,942,580,000 Shares. The Transaction will not result in a change of control of the Company.

In relation to the Further Distribution of approximately HK$3,687 million in cash, being HK$1.21 per HIL Share, the Group will receive approximately HK$2,505 million (if the number of HIL Shares held by the Group as at the relevant record date is the same as that held as at the Latest Practicable Date, being 2,070,473,859 HIL Shares) and the other HIL Shareholders will receive approximately HK$1,182 million.

As further mentioned in the Announcement, the Share Premium Reduction is subject to fulfilment of the following conditions:

• (a) the approval of the Transaction by the HIL Independent Shareholders at the EGM of HIL and Completion having occurred;

• (b) the passing by the HIL Independent Shareholders of ordinary resolutions to approve the Proposed Distributions at the EGM of HIL;

• (c) the passing by the HIL Shareholders of a special resolution to approve the Share Premium Reduction at the EGM of HIL;

• (d) the obtaining of all requisite consents from lenders to the HIL Group; and

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LETTER FROM THE BOARD

• (e) the confirmation of the Share Premium Reduction by the Court, the satisfaction of all conditions imposed by the Court and the registration by the Registrar of Companies in Hong Kong of a copy of the Court order confirming the Share Premium Reduction together with such other documents as may be required under section 61 of the Companies Ordinance.

The Company has undertaken that, if the resolution to approve the Transaction has been passed by the HIL Independent Shareholders at the EGM of HIL, the Group will vote in favour of the resolution to approve the Share Premium Reduction. All HIL Shareholders are permitted to vote at the EGM of HIL in respect of the resolution approving the Share Premium Reduction. HIL has undertaken to the Company in the Acquisition Agreement that it will propose a resolution to approve the Completion Distribution at the EGM of HIL.

Share Entitlement Note

Issuer

Kamston Investment Limited, a wholly-owned subsidiary of the Company

Guarantor

The Company

Pursuant to the terms of the Share Entitlement Note, the Company unconditionally and irrevocably guarantees to HIL the due and punctual performance and discharge by the Issuer of all obligations (whether present or future, actual or contingent) due, owing or incurred to HIL by the Issuer under or pursuant to the Share Entitlement Note to the intent that should the Issuer fail duly and punctually to perform or discharge any of its obligations, the Company shall forthwith upon demand perform and discharge or procure the performance and discharge of the Issuer’s obligations. In addition, the Company unconditionally and irrevocably agrees, as a primary obligation, to indemnify HIL against all costs, expenses, losses or damages incurred by HIL as a result of the failure by the Issuer to comply with its obligations or as a result of any of the Issuer’s obligations being or becoming void, voidable or unenforceable for any reason whatsoever (whether or not known to HIL), the amount of such costs, expenses, losses or damages being the amount which HIL would have otherwise been entitled to recover from the Issuer together with all expenses which HIL may reasonably and properly incur in proceeding against the Issuer or the Company.

Entitlement

The Share Entitlement Note confers on the holder the Allotment Right. The Share Entitlement Note procured to be issued by the Company to HIL at Completion will carry an Allotment Right for 636,891,425 Shares.

Any Shares to be issued pursuant to the Share Entitlement Note will be issued credited as fully paid and rank pari passu in all respects among themselves and with all other Shares outstanding as at the date of issue and be entitled to all dividends and other distributions the record date of which falls

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LETTER FROM THE BOARD

on a date on or after the date of issue. If those Shares do not rank for any dividend payable based on any record date which is on or after the date of the Acquisition Agreement due to such Shares being issued after such record date, the holder of such Shares will be entitled to be paid by the Company an amount which is equal to such dividend.

Based on the terms of the Share Entitlement Note, the issuance of the Share Entitlement Note to HIL as part of the consideration payable by the Company under the Transaction and the holding of it by HIL are not contrary to the Companies Ordinance or any other applicable laws in Hong Kong.

Transferability and exercise

The Share Entitlement Note may be assigned once only under the Completion Distribution, and the Allotment Right thereunder is deemed to be automatically exercised upon such assignment, so that the relevant Shares will be automatically issued to the relevant HIL Shareholders. Accordingly, the HIL Shareholders will not receive the Share Entitlement Note, but will receive Shares directly, under the Completion Distribution. However, any Share Entitlement Note assigned to the Company or any of its subsidiaries will be automatically cancelled and the Allotment Right thereunder will be automatically extinguished, and therefore they will not receive any Shares under the Completion Distribution. Any Shares to be issued pursuant to the Share Entitlement Note will be issued at an issue price which is equal to the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets on the date of such issue (as required by applicable accounting standards) under the general mandate granted to the Board by the resolutions passed at the annual general meeting of the Company held on 12 December 2006. Under such general mandate, the Board is allowed to allot and issue up to a maximum of 388,516,000 new Shares. As at the Latest Practicable Date, no Shares have been allotted and issued pursuant to such general mandate. The closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets on 28 September 2007 (being the last trading day before trading in Shares was suspended pending the release of the Announcement) was HK$61.65 per Share.

As the Share Entitlement Note is to be issued to HIL (which is not a connected person of the Company) in satisfaction in part of the consideration payable by the Company under the Transaction, any issue of Shares or payment pursuant thereto upon distribution of the Share Entitlement Note by HIL to any HIL Shareholder who happens to be a connected person of the Company will not constitute a connected transaction under the Listing Rules as the distribution is to be made by HIL and there is no transaction between the Company and such persons.

Validity period

The Share Entitlement Note remains valid until the Allotment Right is or is deemed to be exercised or cancelled.

Listing

No application will be made for the listing of the Share Entitlement Note. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, any new Shares which may be issued pursuant to exercise of the Allotment Right.

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LETTER FROM THE BOARD

Conditions to Completion

Completion of the Transaction is conditional upon the fulfilment (or waiver, in certain cases as stated below) of the following Conditions:

• (a) the obtaining of all relevant third party consents or approvals by the Company as are necessary for the purpose of the Transaction;

• (b) the obtaining of all relevant third party consents or approvals by HIL, the Sale Companies and their subsidiaries and HKCG as are necessary for the purpose of the Transaction;

• (c) there being no material breach of the warranties in or any other term of the Acquisition Agreement on the part of HIL;

• (d) the obtaining of the approval of the independent shareholders of HIL in respect of the Acquisition Agreement and the transactions contemplated under the Acquisition Agreement and the Completion Distribution at the EGM of HIL; and

• (e) approval being granted or agreed to be granted by the Stock Exchange for the listing of, and permission to deal in, all Shares which may be issued pursuant to the Share Entitlement Note on terms and conditions satisfactory to the Company and HIL.

HIL may at any time waive in writing the Condition set out in (b) (in so far as consents and approvals in respect of HIL are concerned) above either in whole or in part and such waiver may be made subject to such terms and conditions as HIL may require. The Company may at any time waive in writing either of the Conditions set out in (a) and (c) above either in whole or in part and such waiver may be made subject to such terms and conditions as the Company may require. The Company and HIL may together waive by agreement in writing the Condition set out in (b) (other than in relation to consents and approvals in respect of HIL) above either in whole or in part and such waiver may be made subject to such terms and conditions as they may agree.

If any Condition has not been fulfilled or waived on or before 2 January 2008 (or such later date as is otherwise agreed between the parties in writing), the Acquisition Agreement shall terminate and be of no further effect, and no party shall be entitled to any rights or benefits or be under any obligation under or in respect of the Acquisition Agreement or have any liability to the other party, save in respect of any antecedent breach.

Warranties and indemnities

Customary warranties (including those in relation to title to assets, record keeping and compliance with law and material contracts) have been given by HIL to the Company pursuant to the Acquisition Agreement.

— 12 —

LETTER FROM THE BOARD

A deed of tax covenant will be entered into between the Company and HIL at Completion pursuant to which HIL will indemnify the Company in respect of certain tax liabilities relating to events occurring on or before Completion. HIL has also warranted that, as at Completion, the Sale Companies and their subsidiaries will not have any liabilities (except to each other) other than the Shareholder’s Loans.

Completion

The Acquisition Agreement provides that Completion will take place on the Completion Date.

3. REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction will streamline the holding of the investment in the HKCG Shares by the Group and result in an improved corporate structure for the Company’s investors. The Transaction will increase the Company’s attributable interest in HKCG from approximately 26.54% to approximately 39.06% of the total issued share capital of HKCG.

As the majority shareholder of HIL, the benefits of HIL becoming a standalone infrastructure group after Completion as described in the Announcement will also accrue to the Company.

The Board believes that the terms of the Transaction are fair and reasonable and in the interests of the Shareholders as a whole.

4. FINANCIAL EFFECTS OF THE TRANSACTION

The Transaction will not have material effect on the Group’s assets, liabilities or earnings.

5. INFORMATION RELATING TO THE GROUP AND THE HIL GROUP

The principal business activities of the Group are property development and investment, finance, construction, infrastructure, hotel operation, department store operation, project management, investment holding and property management. The principal business activities of the HIL Group are investment holding and infrastructure.

6. IMPLICATIONS UNDER THE LISTING RULES

One or more applicable percentage ratio(s) in respect of the Transaction exceeds 5% but all applicable percentage ratios are less than 25%. Therefore, the Transaction constitutes a discloseable transaction of the Company. As no connected person of the Company (other than at the level of its subsidiaries) is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of HIL and HIL is not an associate of a director (including a person who was a director of the Company within the preceding 12 months), chief executive or substantial shareholder of the Company (in each case disregarding any interest of a connected person of the Company in HIL which is held through the Company), HIL is not a connected person of the Company.

— 13 —

LETTER FROM THE BOARD

7. ADDITIONAL INFORMATION

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

Shareholders and potential investors should note that the Transaction, the Share Premium Reduction and the Proposed Distributions may or may not proceed as they are subject to a number of conditions, which may or may not be fulfilled. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

Yours faithfully, For and on behalf of the Board Dr. Lee Shau Kee Chairman

— 14 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests in shares

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (other than the interests which Dr. Lee Shau Kee, Mr. Lee Ka Kit, Mr. Lee Ka Shing and Mr. Li Ning were taken or deemed under Part XV of the SFO to have in unlisted associated corporations of the Company which were solely derived from their deemed interests in Henderson Development Limited, HIL and/or the Company, in respect of which an application for waiver from strict compliance with the disclosure requirements under Rule 14.64(3) of the Listing Rules and paragraph 38 of Appendix 16 to the Listing Rules has been made to the Stock Exchange on the basis that the disclosure of which would result in particulars being given which are not material in the context of the Group and are excess in length) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, were as follows:

Ordinary Shares (unless otherwise specified) Long positions

Name of	Relationship with			Personal	Family	Corporate	Other		%
Company	the Company	Name of Director	Note	Interests	Interests	Interests	Interests	Total	Interest
The Company		Lee Shau Kee	1			1,122,938,300		1,122,938,300	57.81
		Lee Ka Kit	1				1,122,938,300	1,122,938,300	57.81
		Lee Ka Shing	1				1,122,938,300	1,122,938,300	57.81
		Li Ning	1		1,122,938,300			1,122,938,300	57.81
		Lee Tat Man	2	110,000				110,000	0.01
		Lee Pui Ling, Angelina	3	30,000				30,000	0.00
		Lee King Yue	4	42,900		19,800		62,700	0.00
		Fung Lee Woon King	5	1,000,000				1,000,000	0.05
		Woo Ka Biu, Jackson	6		2,000			2,000	0.00

— 15 —

APPENDIX

GENERAL INFORMATION

Ordinary Shares (unless otherwise specified) (cont’d) Long positions (cont’d)

Name of	Relationship with			Personal	Family	Corporate	Other		%
Company	the Company	Name of Director	Note	Interests	Interests	Interests	Interests	Total	Interest
HIL	Subsidiary	Lee Shau Kee	7	34,779,936		2,076,089,007		2,110,868,943	69.27
		Lee Ka Kit	7				2,076,089,007	2,076,089,007	68.13
		Lee Ka Shing	7				2,076,089,007	2,076,089,007	68.13
		Li Ning	7		2,076,089,007			2,076,089,007	68.13
		Lee Tat Man	8	6,666				6,666	0.00
		Lee King Yue	9	1,001,739				1,001,739	0.03
HKCG	Listed	Lee Shau Kee	10	3,548,791		2,459,824,950		2,463,373,741	40.65
	associated company	Lee Ka Kit	10				2,459,824,950	2,459,824,950	40.59
		Lee Ka Shing	10				2,459,824,950	2,459,824,950	40.59
		Li Ning	10		2,459,824,950			2,459,824,950	40.59
		Au Siu Kee, Alexander	11		55,000			55,000	0.00
Hong Kong	Listed associated	Lee Shau Kee	12	7,799,220		111,732,090		119,531,310	33.55
Ferry (Holdings) Company	Company	Lee Ka Kit	12				111,732,090	111,732,090	31.36
Limited		Lee Ka Shing	12				111,732,090	111,732,090	31.36
		Li Ning	12		111,732,090			111,732,090	31.36
		Lam Ko Yin, Colin	13	150,000				150,000	0.04
		Fung Lee Woon King	14	465,100				465,100	0.13
		Leung Hay Man	15	2,250				2,250	0.00
Miramar Hotel	Listed	Lee Shau Kee	16			255,188,250		255,188,250	44.21
and Investment Company,	associated Company	Lee Ka Kit	16				255,188,250	255,188,250	44.21
Limited		Lee Ka Shing	16				255,188,250	255,188,250	44.21
		Li Ning	16		255,188,250			255,188,250	44.21
		Woo Po Shing	17	2,705,000		2,455,000		5,160,000	0.89
Towngas China	Listed	Lee Shau Kee	18			885,947,901		885,947,901	45.48
Company	associated
Limited	Company	Lee Ka Kit	18				885,947,901	885,947,901	45.48
(formerly known
as Panva Gas		Lee Ka Shing	18				885,947,901	885,947,901	45.48
Holdings Limited)		Li Ning	18		885,947,901			885,947,901	45.48

— 16 —

GENERAL INFORMATION

APPENDIX

Ordinary Shares (unless otherwise specified) (cont’d) Long positions (cont’d)

Name of	Relationship with			Personal		Family	Corporate	Other		%
Company	the Company	Name of Director	Note	Interests		Interests	Interests	Interests	Total	Interest
Henderson	Holding company	Lee Shau Kee	19				8,190		8,190	100.00
Development							(Ordinary		(Ordinary
Limited							A Shares)		A Shares)
		Lee Shau Kee	20				3,510		3,510	100.00
							(Non-voting		(Non-voting
							B Shares)		B Shares)
		Lee Shau Kee	21	35,000,000			15,000,000		50,000,000	100.00
				(Non-voting			(Non-voting		(Non-voting
				Deferred			Deferred		Deferred
				Shares)			Shares)		Shares)
		Lee Ka Kit	19					8,190	8,190	100.00
								(Ordinary	(Ordinary
								A Shares)	A Shares)
		Lee Ka Kit	20					3,510	3,510	100.00
								(Non-voting	(Non-voting
								B Shares)	B Shares)
		Lee Ka Kit	21					15,000,000	15,000,000	30.00
								(Non-voting	(Non-voting
								Deferred	Deferred
								Shares)	Shares)
		Lee Ka Shing	19					8,190	8,190	100.00
								(Ordinary	(Ordinary
								A Shares)	A Shares)
		Lee Ka Shing	20					3,510	3,510	100.00
								(Non-voting	(Non-voting
								B Shares)	B Shares)
		Lee Ka Shing	21					15,000,000	15,000,000	30.00
								(Non-voting	(Non-voting
								Deferred	Deferred
								Shares)	Shares)
		Li Ning	19			8,190			8,190	100.00
					(Ordinary				(Ordinary
						A Shares)			A Shares)
		Li Ning	20			3,510			3,510	100.00
					(Non-voting				(Non-voting
						B Shares)			B Shares)
		Li Ning	21		15,000,000				15,000,000	30.00
					(Non-voting				(Non-voting
						Deferred			Deferred
						Shares)			Shares)
Best Homes	Associated	Lee Shau Kee	22				26,000		26,000	100.00
Limited	company	Lee Ka Kit	22					26,000	26,000	100.00
		Lee Ka Shing	22					26,000	26,000	100.00
		Li Ning	22			26,000			26,000	100.00
Drinkwater	Subsidiary of	Leung Hay Man	23				5,000		5,000	4.49
Investment	holding Company
Limited		Woo Po Shing	24				3,250		3,250	2.92

— 17 —

APPENDIX

GENERAL INFORMATION

Ordinary Shares (unless otherwise specified) (cont’d) Long positions (cont’d)

Name of	Relationship with			Personal	Family	Corporate	Other		%
Company	the Company	Name of Director	Note	Interests	Interests	Interests	Interests	Total	Interest
Feswin	Associated	Lee Ka Kit	25			5,000	5,000	10,000	100.00
Investment	company
Limited
Fordley	Subsidiary	Fung Lee Woon King	26	2,000				2,000	20.00
Investment
Limited
Gain Base	Subsidiary	Fung Lee Woon King	27	50				50	5.00
Development
Limited
Henfield	Subsidiary	Lee Ka Kit	28			4,000	6,000	10,000	100.00
Properties
Limited
Heyield Estate	Subsidiary	Lee Shau Kee	29			100		100	100.00
Limited		Lee Ka Kit	29				100	100	100.00
		Lee Ka Shing	29				100	100	100.00
		Li Ning	29		100			100	100.00
Pettystar	Subsidiary	Lee Shau Kee	30			3,240		3,240	80.00
Investment Limited		Lee Ka Kit	30				3,240	3,240	80.00
		Lee Ka Shing	30				3,240	3,240	80.00
		Li Ning	30		3,240			3,240	80.00

Notes:

1. Of these shares, (i) 570,743,800 shares were owned by Henderson Development Limited (“HD”); (ii) 7,962,100 shares were owned by Sandra Investment Limited which was a wholly-owned subsidiary of HD; (iii) 145,090,000 shares were owned by Cameron Enterprise Inc.; 222,045,300 shares were owned by Believegood Limited which was wholly-owned by South Base Limited; 61,302,000 shares were owned by Prosglass Investment Limited which was wholly-owned by Jayasia Investments Limited; 55,000,000 shares were owned by Fancy Eye Limited which was wholly-owned by Mei Yu Ltd.; 55,000,000 shares were owned by Spreadral Limited which was wholly-owned by World Crest Ltd.; and Cameron Enterprise Inc., South Base Limited, Jayasia Investments Limited, Mei Yu Ltd. and World Crest Ltd. were wholly-owned subsidiaries of Yamina Investment Limited which in turn was 100% held by HD; (iv) 5,602,600 shares were owned by Superfun Enterprises Limited, a wholly-owned subsidiary of HKCG which was 39.06% held by HIL. HIL was 67.94% held by the Company which in turn was 57.80% held by HD; and (v) 192,500 shares were owned by Fu Sang Company Limited (“Fu Sang”). Hopkins (Cayman) Limited (“Hopkins”) as trustee of a unit trust (the “Unit Trust”) owned all the issued ordinary shares of HD and Fu Sang. Rimmer (Cayman) Limited (“Rimmer”) and Riddick (Cayman) Limited (“Riddick”), as trustees of respective discretionary trusts, held units in the Unit Trust. The entire issued share capital of Hopkins, Rimmer and Riddick were owned by Dr. Lee Shau Kee. Dr. Lee Shau Kee was taken to be interested in these shares by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

— 18 —

APPENDIX

GENERAL INFORMATION

2. Mr. Lee Tat Man was the beneficial owner of these shares.

3. Mrs. Lee Pui Ling, Angelina was the beneficial owner of these shares.

4. Mr. Lee King Yue was the beneficial owner of 42,900 shares, and the remaining 19,800 shares were held by Ngan Hei Development Company Limited which was 50% each owned by Mr. Lee King Yue and his wife.

5. Madam Fung Lee Woon King was the beneficial owner of these shares.

6. These shares were owned by the wife of Mr. Woo Ka Biu, Jackson.

7. Of these shares, Dr. Lee Shau Kee was the beneficial owner of 34,779,936 shares, and for the remaining 2,076,089,007 shares, (i) 802,854,200 shares, 602,398,418 shares, 363,328,900 shares, 217,250,000 shares and 84,642,341 shares were respectively owned by Banshing Investment Limited, Markshing Investment Limited, Covite Investment Limited, Gainwise Investment Limited and Darnman Investment Limited, all of which were wholly-owned subsidiaries of Kingslee S.A. which in turn was 100% held by the Company; and (ii) 5,615,148 shares were owned by Fu Sang. Dr. Lee Shau Kee was taken to be interested in the Company and Fu Sang as set out in Note 1 and HIL by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

8. Mr. Lee Tat Man was the beneficial owner of these shares.

9. Mr. Lee King Yue was the beneficial owner of these shares.

10. Of these shares, Dr. Lee Shau Kee was the beneficial owner of 3,548,791 shares, and for the remaining 2,459,824,950 shares, (i) 1,274,927,055 shares and 532,647,502 shares were respectively owned by Disralei Investment Limited and Medley Investment Limited, both of which were wholly-owned subsidiaries of Timpani Investments Limited which was 100% held by HIL; (ii) 559,359,540 shares were owned by Macrostar Investment Limited, a wholly-owned subsidiary of HIL; (iii) 4,363,119 shares were owned by Boldwin Enterprises Limited, a wholly-owned subsidiary of Yamina Investment Limited which was 100% held by HD; and (iv) 88,527,734 shares were owned by Fu Sang. Dr. Lee Shau Kee was taken to be interested in HIL, HD and Fu Sang as set out in Notes 1 and 7 and HKCG by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

11. These shares were owned by the wife of Mr. Au Siu Kee, Alexander.

12. Of these shares, Dr. Lee Shau Kee was the beneficial owner of 7,799,220 shares, and for the remaining 111,732,090 shares, (i) 23,400,000 shares each were respectively owned by Graf Investment Limited, Mount Sherpa Limited and Paillard Investment Limited, all of which were wholly-owned subsidiaries of Pataca Enterprises Limited which in turn was 100% held by the Company; and (ii) 41,532,090 shares were held by Wiselin Investment Limited, a wholly-owned subsidiary of Max-mercan Investment Limited; Max-mercan Investment Limited was wholly-owned by Camay Investment Limited which in turn was 100% held by the Company. Dr. Lee Shau Kee was taken to be interested in the Company as set out in Note 1 and Hong Kong Ferry (Holdings) Company Limited by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

— 19 —

GENERAL INFORMATION

APPENDIX

13. Mr. Lam Ko Yin, Colin was the beneficial owner of these shares.

14. Madam Fung Lee Woon King was the beneficial owner of these shares.

15. Mr. Leung Hay Man was the beneficial owner of these shares.

16. Of these shares, 100,612,750 shares, 79,121,500 shares and 75,454,000 shares were respectively owned by Higgins Holdings Limited, Multiglade Holdings Limited and Threadwell Limited, all of which were wholly-owned subsidiaries of Aynbury Investments Limited which in turn was 100% held by the Company. Dr. Lee Shau Kee was taken to be interested in the Company as set out in Note 1 and Miramar Hotel and Investment Company, Limited by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

17. Of these shares, Sir Po-shing Woo was the beneficial owner of 2,705,000 shares, and the remaining 2,455,000 shares were held by Fong Fun Company Limited which was 50% owned by Sir Po-shing Woo.

18. Of these shares 850,202,901 shares and 35,745,000 shares were respectively owned by Hong Kong & China Gas (China) Limited and Planwise Properties Limited, wholly-owned subsidiaries of HKCG. Dr. Lee Shau Kee was taken to be interested in HKCG as set out in Note 10 and Towngas China Company Limited by virtue of the SFO. As directors of the Company and discretionary beneficiaries of two discretionary trusts holding units in the Unit Trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in these shares by virtue of the SFO. As director of the Company and the spouse of a discretionary beneficiary of two discretionary trusts holding units in the Unit Trust, Mr. Li Ning was taken to be interested in these shares by virtue of the SFO.

19. These shares were held by Hopkins as trustee of the Unit Trust.

20. These shares were held by Hopkins as trustee of the Unit Trust.

21. Of these shares, Dr. Lee Shau Kee was the beneficial owner of 35,000,000 shares, and Fu Sang owned the remaining 15,000,000 shares.

22. Of these shares, (i) 10,400 shares were owned by the Company; (ii) 2,600 shares were owned by HD; and (iii) 13,000 shares were owned by Manifest Investments Limited which was 50% held by Wealth Sand Limited which in turn was 70% held by Firban Limited. Firban Limited was 50% held by each of Perfect Bright Properties Inc. and Furnline Limited, both of which were wholly-owned subsidiaries of Jetwin International Limited. Triton (Cayman) Limited as trustee of a unit trust owned all the issued share capital of Jetwin International Limited. Triumph (Cayman) Limited and Victory (Cayman) Limited, as trustees of respective discretionary trusts, held units in the unit trust. The entire share capital of Triton (Cayman) Limited, Triumph (Cayman) Limited and Victory (Cayman) Limited were owned by Dr. Lee Shau Kee who was taken to be interested in such shares by virtue of the SFO. As discretionary beneficiaries of the discretionary trusts holding units in such unit trust, Mr. Lee Ka Kit and Mr. Lee Ka Shing were taken to be interested in such shares by virtue of the SFO. As the spouse of a discretionary beneficiary of the discretionary trusts holding units in such unit trust, Mr. Li Ning was taken to be interested in such shares by virtue of the SFO.

23. These shares were held by Gilbert Investment Inc. which was wholly-owned by Mr. Leung Hay Man.

24. These shares were held by Coningham Investment Inc. which was wholly-owned by Fong Fun Investment Inc. of which 50% was owned by Sir Po-shing Woo and 50% by his wife.

— 20 —

APPENDIX

GENERAL INFORMATION

25. Of these shares, (i) 5,000 shares were owned by Applecross Limited which was wholly-owned by Mr. Lee Ka Kit; and (ii) 5,000 shares were owned by Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by Henderson China Holdings Limited (“HC”), an indirect wholly-owned subsidiary of the Company.

26. Madam Fung Lee Woon King was the beneficial owner of these shares.

27. Madam Fung Lee Woon King was the beneficial owner of these shares.

28. Of these shares, (i) 4,000 shares were owned by Applecross Limited which was wholly-owned by Mr. Lee Ka Kit; and (ii) 6,000 shares were owned by Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by HC.

29. Of these shares, (i) 80 shares were owned by Tactwin Development Limited, a wholly-owned subsidiary of the Company; (ii) 10 shares were owned by Henderson Finance Company Limited, a wholly-owned subsidiary of HD; and (iii) 5 shares each were owned by Perfect Bright Properties Inc. and Furnline Limited, both of which were wholly-owned subsidiaries of Jetwin International Limited.

30. Of these shares, (i) 3,038 shares were owned by the Company; and (ii) 202 shares were owned by Allied Best Investment Limited which was 50% held by each of Perfect Bright Properties Inc. and Furnline Limited, both of which were wholly-owned subsidiaries of Jetwin International Limited.

(b) Substantial Shareholders’ and other interests

Save for the interests of certain Directors disclosed above, according to the register of interests maintained by the Company pursuant to section 336 of the SFO and so far as was known to the Directors or chief executive of the Company, as at the Latest Practicable Date, the following persons or corporations (other than a Director or chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO.

— 21 —

GENERAL INFORMATION

APPENDIX

Long Positions
	No. of shares
	in which	%
	interested	Interest
Substantial Shareholders:
Rimmer (Cayman) Limited (Note 1)	1,122,938,300	57.81
Riddick (Cayman) Limited (Note 1)	1,122,938,300	57.81
Hopkins (Cayman) Limited (Note 1)	1,122,938,300	57.81
Henderson Development Limited (Note 1)	1,122,745,800	57.80
Yamina Investment Limited (Note 1)	538,437,300	27.72
Believegood Limited (Note 1)	222,045,300	11.43
South Base Limited (Note 1)	222,045,300	11.43
Henderson Investment Limited (Note 2)	204,162,389	10.51
Person other than Substantial Shareholders:
Cameron Enterprise Inc. (Note 1)	145,090,000	7.47
Third Avenue Management LLC on behalf of numerous portfolios	136,450,100	7.02
Third Avenue Management LLC on behalf of the Third Avenue
Value Fund (Note 3)	103,328,000	5.32

Notes:

1. Please see Note 1 to Section 2(a) of this appendix.

2. These are the maximum number of shares to be issued under the Share Entitlement Note.

3. These shares formed part of the 136,450,100 Shares held by Third Avenue Management LLC on behalf of numerous portfolios.

4. The table below shows the positions held by Directors in Rimmer (Cayman) Limited, Riddick (Cayman) Limited, Hopkins (Cayman) Limited, Henderson Development Limited, Yamina Investment Limited, Believegood Limited, South Base Limited, Cameron Enterprise Inc. and HIL as at the Latest Practicable Date:

Rimmer (Cayman) Limited

Name of Director Lee Shau Kee Fung Lee Woon King Lee Tat Man Colin Lam Ko Yin	Position held in Rimmer (Cayman) Limited
	Director Director Director Director

— 22 —

GENERAL INFORMATION

APPENDIX

Riddick (Cayman) Limited

Name of Director	Position held in Riddick (Cayman) Limited
Lee Shau Kee Fung Lee Woon King Lee Tat Man Colin Lam Ko Yin	Director Director Director Director

Hopkins (Cayman) Limited

Name of Director Lee Shau Kee Fung Lee Woon King Lee Tat Man Colin Lam Ko Yin	Position held in Hopkins (Cayman) Limited
	Director Director Director Director

Henderson Development Limited

Name of Director Lee Shau Kee Fung Lee Woon King Lee Tat Man Woo Po Shing Lee Ka Kit Lee Ka Shing Colin Lam Ko Yin Yamina Investment Limited Name of Director Fung Lee Woon King Lee King Yue Believegood Limited Name of Director Lee Shau Kee Fung Lee Woon King Lee King Yue Colin Lam Ko Yin Lee Ka Shing	Position held in Henderson Development Limited
	Director Director Director Director Director Director Director and Alternate Director to Lee Tat Man Position held in Yamina Investment Limited Director Director Position held in Believegood Limited Director Director Director Director Director
South Base Limited Name of Director Position held in South Base Limited

South Base Limited

Name of Director

Fung Lee Woon King Lee King Yue

Position held in South Base Limited

Director Director

— 23 —

GENERAL INFORMATION

APPENDIX

Cameron Enterprise Inc.

Name of Director Position held in Cameron Enterprise Inc. Lee Shau Kee Director Fung Lee Woon King Director Lee Tat Man Director Lee King Yue Director

HIL

Lee Shau Kee Director Fung Lee Woon King Director Lee Tat Man Director Lee King Yue Director HIL Name of Director Position held in HIL	Lee Shau Kee Director Fung Lee Woon King Director Lee Tat Man Director Lee King Yue Director HIL Name of Director Position held in HIL
Name of Director	Position held in HIL
Lee Shau Kee Lee Ka Kit Colin Lam Ko Yin Lee Ka Shing Lee Tat Man Suen Kwok Lam Lee King Yue Eddie Lau Yum Chuen Li Ning Patrick Kwok Ping Ho Woo Po Shing Leung Hay Man Gordon Kwong Che Keung Ko Ping Keung Wu King Cheong Jackson Woo Ka Biu, alternate to Woo Po Shing	Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Executive Director Non-Executive Director Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Alternate Director to Woo Po Shing

3. DIRECTORS’ SERVICE CONTRACTS

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

4. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened against the Company or any of its subsidiaries.

5. COMPETING INTERESTS

As at the Latest Practicable Date, Dr. Lee Shau Kee, the Chairman of the Company and Mr. Lee Ka Kit, Mr. Lee Ka Shing and Mr. Li Ning, all being Directors, had deemed interests and/or held directorships in companies engaged in the businesses of property investment, development and management in Hong Kong and the PRC. As those companies which might have competing businesses

— 24 —

APPENDIX

GENERAL INFORMATION

with the Group were involved in the investment, development and management of properties of different types and/or in different locations, the Group, maintaining three independent non-executive directors, has been operating independently of, and at arm’s length from, the businesses of those companies.

As at the Latest Practicable Date, in so far as the Directors are aware, save as disclosed above, none of the Directors or their respective associates (as defined in the Listing Rules) had any interest in a business which competes or is likely to compete with the business of the Group.

6. GENERAL

• (a) The registered office of the Company is at 72nd-76th Floors, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

• (b) The share registrar of the Company is Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The secretary of the Company is Mr. Timon Liu Cheung Yuen, B.Ec., F.C.P.A., C.A.(Aust.), F.C.S., F.C.I.S..

• (d) The qualified accountant of the Company is Mr. Chao Lung Yu, F.C.C.A., C.P.A..

• (e) Mrs. Lee Pui Ling, Angelina, a Director, is a partner of Woo Kwan Lee & Lo, which firm will receive normal professional fees for provision of advice as to Hong Kong law in connection with the Transaction.

• (f) The English language text of this circular shall prevail over the Chinese language text in case of inconsistency.

— 25 —