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

Apr 20, 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.

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(Incorporated in Hong Kong with limited liability)

(Stock Code:12)

DISCLOSEABLE TRANSACTION

ACQUISITION OF INTERESTS IN CERTAIN COMPANIES IN THE HENDERSON INVESTMENT LIMITED GROUP

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Financial Advisor

20 April 2007

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1. Introduction . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. The Acquisition Agreement . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3. Reasons and Benefits of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
4. Financial Effects of the Acquisition	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
5. Information Relating to the Group and the HIL Group . . . . . . . . . . . . . . . . . . . . . . . .		12
6. Implications under the Listing Rules	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7. Additional Information . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix — General Information	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

— i —

DEFINITIONS

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

“Acquisition”	the acquisition by the Group of interests in the	Sale
	Companies and the Loan Acquisition pursuant to the
	Acquisition Agreement
“Acquisition Agreement”	the conditional acquisition agreement dated 27 March 2007
	entered into between the Company and HIL in relation	to the
	Acquisition
“Announcement”	the announcement dated 27 March 2007 issued jointly by HIL
	and the Company relating to, amongst other things, the
	Acquisition
“associate”	has the meaning given to such term under the Listing	Rules
“Attributable Net Asset Value”	has the meaning given to such term under the sub-section
	headed “Consideration” of this circular
“Board”	the board of Directors
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of	Hong
	Kong)
“Company”	Henderson Land Development Company Limited,	which
	shares are listed on the Stock Exchange
“Completion”	completion of the Acquisition under the Acquisition
	Agreement
“Completion Date”	(a) if the Share Premium Reduction is not approved	by a
	special resolution of HIL, 29 June 2007; or (b) if the	Share
	Premium Reduction is approved by a special resolution of
	HIL, five business days after (i) the confirmation of the	Share
	Premium Reduction 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 or (ii) the Court’s refusal to
	confirm the Share Premium Reduction (or, in each case	of (a)
	and (b), such other date as may be agreed between the
	Company and HIL)
“Conditions”	means the conditions precedent to Completion, as	more
	particularly set out under the sub-section headed “Conditions
	to Completion” of this circular
“Court”	the Court of First Instance of the High Court of Hong	Kong

— 1 —

DEFINITIONS

“Director(s)”	the director(s) of the Company
“EGM of HIL”	an extraordinary general meeting of HIL to be convened to
	approve, among other matters (if any), the Acquisition
	Agreement, the Share Premium Reduction and the Proposed
	Distribution
“Group”	the Company and its subsidiaries
“HIL”	Henderson Investment Limited, which shares are listed on the
	Stock Exchange
“HIL Group”	HIL and its subsidiaries
“HIL Shareholder”	holder of HIL Share(s)
“HIL Share(s)”	share(s) of HK$0.20 each in the share capital of HIL
“HK Ferry”	Hong Kong Ferry (Holdings) Company Limited, which shares
	are listed on the Stock Exchange
“Latest Practicable Date”	13 April 2007, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Loan Acquisition”	the assignment of the Shareholder’s Loans by HIL to the
	Group
“Miramar Hotel”	Miramar Hotel and Investment Company, Limited, which
	shares are listed on the Stock Exchange
“Morgan Stanley”	Morgan Stanley Dean Witter 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 Securities and
	Futures Ordinance (Chapter 571 of the Laws of Hong Kong),
	and financial advisor to the Company
“PRC”	the People’s Republic of China

— 2 —

DEFINITIONS

“Proposed Distribution”	the proposed distribution by HIL to the HIL Shareholders of
	either (a) HK$5.00 per HIL Share if the Share Premium
	Reduction becomes unconditional; or (b) HK$3.80 per HIL
	Share if the Share Premium Reduction does not become
	unconditional, as described in this circular
“Remaining Companies”	certain companies in which HIL is interested (a) which
	directly or indirectly hold shares in The Hong Kong and
	China Gas Company Limited or (b) which are engaged
	directly or indirectly in the infrastructure business or (c)
	which are relatively immaterial to the HIL Group taken as a
	whole
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Sale Companies”	all subsidiaries of HIL (other than the Remaining Companies
	which are subsidiaries of HIL) and two companies in which
	HIL has less than majority equity interest to be acquired by
	the Company pursuant to the Acquisition
“Shareholder”	holder of Share(s)
“Share(s)”	ordinary share(s) of HK$2.00 each in the share capital of the
	Company
“Shareholder’s Loan”	in relation to a Sale Company, the shareholder’s loan owing
	by such company and (if any) its subsidiaries to HIL as at
	Completion
“Share Premium Reduction”	the proposed reduction of the share premium account of HIL
	to increase the distributable reserve of HIL as described in the
	Announcement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Code on Takeovers and Mergers issued by the SFC
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent

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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

Registered Office:

72nd-76th Floors

Two International Finance Centre 8 Finance Street Central Hong Kong

Alexander Au Siu Kee

Suen Kwok Lam

Lee King Yue

Fung Lee Woon King Eddie Lau Yum Chuen Li Ning Patrick Kwok Ping Ho

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 April 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITION OF INTERESTS IN CERTAIN COMPANIES IN THE HENDERSON INVESTMENT LIMITED GROUP

1. INTRODUCTION

In the Announcement, the Company and HIL jointly announced that on 27 March 2007, they entered into the Acquisition Agreement pursuant to which (i) the Group acquires from the HIL Group

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LETTER FROM THE BOARD

interests in the Sale Companies and (ii) the Company and HIL agree to the Loan Acquisition. Immediately after the transaction, the entire operations of HIL will be represented by the Remaining Companies.

The Acqusition 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 Acquisition.

2. THE ACQUISITION AGREEMENT

Date

27 March 2007

Parties

The Company HIL

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LETTER FROM THE BOARD

The Acquisition

The Acquisition comprises the acquisition by the Group of interests in the Sale Companies and the Loan Acquisition. The Acquisition is a reorganisation of the Group involving effectively an acquisition of all economic interests of HIL in all the companies in which it is interested other than the Remaining Companies. All subsidiaries of the Sale Companies are 100% owned, except for one in which HIL is interested as to 90%. The Sale Companies and HIL’s direct and indirect interests in the Sale Companies as at the Latest Practicable Date are set out below:

			Sale	Companies principally engaged in pr operty de v elopment and in v estment	Companies principally engaged in pr operty de v elopment and in v estment	Companies principally engaged in pr operty de v elopment and in v estment
				Alpenhon Limited	25% Racine Investment Limited
				Bottcher Investment Limited
				Bour Investment Limited
				Century Nice Development Limited
				Couraud Investment Limited
				Dashtrend Investment Limited
				Dekker Investment Limited
				Desormiere Investment Limited
				Dillinger Investment Limited
				Easefine Development Limited
				Easeluck Development Limited
				Faith Limited*
				Fordwise Development Limited
				Fournet Investment Limited
				Full Gain Investment Limited
				Gesund Investment Company Limited
				Golden Dragon Develoment Company, Limited
				Hung Shun Investment Company Limited
				Isherwood Investment Limited
				Jekyll Investment Limited
				Juliyam Limited
				Laidstone Investments Limited (BVI)		Racine Investment Limited
				Quentin Investment Limited
				Saxophon Limited
HIL				Shiu Kien Development Company Limited
				Star Flight Company Limited
				Vansittart Investment Limited
				Vignette Investment Limited
		50%
				Mandy Investment Company Limited
		33.33	%
				Star Play Development Limited
			Sale
				Ace Winner Development Limited
				Aynbury Investments Limited (BVI)
				Capital Gold Development Limited
				Kingsview International Limited (BVI)
				Pataca Enterprises Limited (BVI)
				Podar Limited (BVI)
				Rejoice Investments Limited (BVI)
				Topgoal Limited* (BVI)
				Winner Glory Development Limited
			Oth
				Evas International Limited (BVI)
				Felix Technology Limited* (BVI)
				Fortune Newton Limited*
				Goodwill Investment Property Management Limited
				Henderson Hotel Management Limited
				Konet Investment Limited* (BVI)
				Manswin Investment Limited*
				Max-mercan Investment Limited #
				Newton Hotel Hong Kong Limited
				Newton Hotel Kowloon Limited

• companies indirectly held by HIL

• # Max-mercan Investment Limited also held listed securities in HK Ferry through one of its subsidiaries.

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LETTER FROM THE BOARD

Notes:

(1) Unless otherwise specified, all shareholdings are wholly-owned.

• (2) Unless otherwise specified, all companies are incorporated in Hong Kong.

The principal business activities of the Sale Companies are property development and investment, investment holding, security guard services and hotel operation. As at the Latest Practicable Date, the Sale Companies (through their subsidiaries) also hold shares in Miramar Hotel and HK Ferry representing approximately 44.21% and 31.36% of their respective issued share capital. There is no change in control of Miramar Hotel and HK Ferry as a result of the Acquisition. The Executive Director of the Corporate Finance Division of the SFC has waived the Company’s obligation to make a general offer for the shares of Miramar Hotel and HK Ferry as a result of the Acquisition pursuant to Note 6 to Rule 26.1 of the Takeovers Code.

A simplified overview of the approximate shareholding interests between the Company, HIL, HK Ferry, Miramar Hotel and The Hong Kong and China Gas Company Limited as at the Latest Practicable Date and (assuming that there is no change to such shareholding interests other than as a result of Completion) immediately after Completion is set out below:

As at the Latest Practicable Date

Immediately after Completion

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

The Company The Company
67.94%
31.36% 67.94% 44.21%
HIL
HK Ferry HIL Miramar Hotel
38.47% 31.36% 44.21%
38.47%
The Hong Kong
and China Gas HK Ferry Miramar Hotel The Hong Kong
Company Limited and China Gas
Company Limited
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LETTER FROM THE BOARD

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

		Sale Companies
	Sale Companies	principally
	principally	holding listed
	engaged in	securities
	property	(including		Total for
	development and	Miramar Hotel	Other Sale	all Sale
	investment	& HK Ferry)	Companies	Companies
	HK$(million)	HK$(million)	HK$(million)	HK$(million)
Aggregate consolidated net assets attributable to	6,218	4,198	175	10,591
the interests in, and the Shareholder’s Loans
of, the relevant Sale Companies as at 30 June
2006 (Note 1)
Aggregate consolidated net assets attributable to	6,495	4,413	272	11,180
the interests in, and the Shareholder’s Loans
of, the relevant Sale Companies as at 31 Dec
2006 (Note 1)
Aggregate consolidated profits before taxation	1,242	556	129	1,927
and extraordinary items for the year ended 30	(890)			(890)
June 2005 (Note 2)
Aggregate consolidated profits before taxation	1,364	588	100	2,052
and extraordinary items for the year ended 30	(1,015)			(1,015)
June 2006 (Note 2)
Aggregate consolidated net profits after taxation	1,087	556	113	1,756
and extraordinary items for the year ended 30	(764)			(764)
June 2005 (Note 3)
Aggregate consolidated net profits after taxation	1,191	588	84	1,863
and extraordinary items for the year ended 30	(862)			(862)
June 2006 (Note 3)

Notes:

(1) comprised in the audited consolidated accounts of HIL

(2) attributable to the interests in the relevant Sale Companies comprised in the audited consolidated accounts of HIL (with the surplus arising from revaluation of investment properties included therein in italics and brackets, if any)

• (3) attributable to the interests in the relevant Sale Companies comprised in the audited consolidated accounts of HIL (with the surplus arising from revaluation of investment properties (net of deferred tax) included therein in italics and brackets, if any)

Consideration

The consideration, which is to be settled in cash, payable by the Company to HIL for the acquisition of the interest in, and the Shareholder’s Loan of, each Sale Company pursuant to the Acquisition is equal to the sum of the Attributable Net Asset Value and the amount of the Shareholder’s Loan of such Sale Company (and where the sum of the Attributable Net Asset Value and the amount of the Shareholder’s Loan of a Sale Company is a negative figure, the consideration payable by the Company to HIL for the acquisition of such interest and of such Shareholder’s Loan shall be HK$1 each).

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LETTER FROM THE BOARD

Attributable Net Asset Value means, in relation to a Sale Company, HIL’s percentage interest in such company multiplied by the net tangible asset value (consolidated where applicable) of such company based on its unaudited balance sheet (consolidated where applicable) as at the Completion Date (as adjusted by (a) replacing the value of securities listed on the Stock Exchange comprised therein with such value calculated based on the average closing price of such listed securities as stated in the Stock Exchange’s daily quotations sheets for the 10 trading days immediately preceding 26 March 2007; (b) replacing the value of the interests in the properties comprised therein with the value of such interests as agreed between the Company and HIL and set out in the Acquisition Agreement; (c) deducting an amount equal to any tax on any gain (but not loss) arising if the interests in the properties (being classified as completed stocks in the accounts) were sold at the agreed values on the Completion Date to the extent that provision therefor has not been made in the accounts; and (d) not taking into account any deferred tax liability in the computation of liabilities (in respect of which an indemnity will be given by HIL to the Company pursuant to a deed of tax covenant, which also provides for other payments by HIL to the Company in respect of certain tax liabilities relating to events occurring on or before Completion, clawback of commercial building allowances and capital allowances granted up to Completion and re-classification before Completion of the properties in the books of the relevant companies)). The values of the interests in the properties referred to in item (b) of such adjustment were agreed between the Company and HIL taking into consideration the valuation made by an independent valuer for the purpose of the interim results of HIL for the six months ended 31 December 2006 (in the case of investment properties) and the internal valuation by HIL taking into consideration, among other things, recent market transactions (in the case of properties other than investment properties).

Based on the balance sheets (consolidated where applicable) of the Sale Companies comprised in the audited consolidated accounts of HIL as at 31 December 2006, the aggregate consolidated net assets attributable to the interests in, and the Shareholder’s Loans of, the Sale Companies were approximately HK$2,850 million and HK$8,330 million respectively. For the purpose of reference only, based on the balance sheets (consolidated where applicable) of the Sale Companies comprised in the audited consolidated accounts of HIL as at 31 December 2006, the aggregate amount payable by the Company to HIL under the Acquisition Agreement would have amounted to approximately HK$12,106 million. Any difference between the actual aggregate consideration and such reference amount is expected to be relatively immaterial to the Group as a whole and is not expected to render the Acquisition a major transaction of the Company.

As mentioned in the Announcement, to return excess cash of the HIL Group (including the sale proceeds received following completion of the Acquisition) to the HIL Shareholders, the HIL Board proposed to recommend for approval by HIL Shareholders, upon Completion, the Proposed Distribution of either (a) HK$5.00 per HIL Share, if the Share Premium Reduction becomes unconditional; or (b) HK$3.80 per HIL Share, if the Share Premium Reduction does not become unconditional. As further mentioned in the Announcement, the Share Premium Reduction is subject to fulfilment of the following conditions:

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

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LETTER FROM THE BOARD

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

• (c) the passing by the HIL Shareholders of an ordinary resolution to approve the Proposed Distribution at the EGM of HIL;

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

• (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.

All HIL Shareholders are permitted to vote at the EGM of HIL in respect of the resolutions approving the Share Premium Reduction and the Proposed Distribution. The Company has undertaken that, if the resolution to approve the Acquisition has been passed by the independent shareholders of HIL at the EGM of HIL, the Group will vote in favour of the resolutions to approve the Share Premium Reduction and Proposed Distribution. If the number of HIL Shares held by the Group as at such record date is the same as that held as at the Latest Practicable Date (being 2,070,473,859 HIL Shares), the Group will receive approximately HK$10,352 million under the Proposed Distribution of HK$5.00 per HIL Share or approximately HK$7,868 million under the alternative Proposed Distribution of HK$3.80 per HIL Share. The reference amount of approximately HK$12,106 million payable to HIL in relation to the Acquisition referred to above net of such reference amount receivable from HIL pursuant to the Proposed Distribution referred to above would be approximately HK$1,754 million (in the case of the Proposed Distribution of HK$5.00 per HIL Share) or HK$4,238 million (in the case of the alternative Proposed Distribution of HK$3.80 per HIL Share).

Conditions to Completion

Completion of the Acquisition 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 Acquisition;

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

• (c) the obtaining of all or any waivers of any restrictions on transfer (including pre-emption rights, if any) in relation to the relevant shares under the articles of associations of the Sale Companies or otherwise;

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

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LETTER FROM THE BOARD

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

• (f) the obtaining of the consents of banks to release at or prior to Completion the guarantees and securities granted by HIL to them for the benefit of the Sale Companies and their subsidiaries.

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

In the event that any of the Conditions has not been fulfilled or waived on or before 30 September 2007 (or such later date as is otherwise agreed between the parties in writing), the Acquisition Agreement shall cease and determine 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 any other party, save in respect of any antecedent breach.

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

Completion

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

3. REASONS AND BENEFITS OF THE ACQUISITION

The Acquisition will streamline the holding of the Group and result in a more efficient operational structure. In addition, the Board believes that the Group, as shareholder of HIL, will also benefit from the value unlocked by the Acquisition which accrues to the benefit of all HIL Shareholders.

The Board believes that the terms of the Acquisition are fair and reasonable and in the interests of the shareholders of the Company as a whole.

4. FINANCIAL EFFECTS OF THE ACQUISITION

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

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LETTER FROM THE BOARD

5. INFORMATION RELATING TO THE GROUP AND THE HIL GROUP

The principal business activities of the Group are property development and investment, project management, building construction, property management, infrastructure, hotel operation, finance and investment holding. The principal business activities of the HIL Group are property development and investment, investment holding, infrastructure, security guard services and hotel operation.

6. IMPLICATIONS UNDER THE LISTING RULES

One or more applicable percentage ratio(s) in respect of the Acquisition exceeds 5% but all applicable percentage ratios are less than 25%. Therefore, the Acquisition 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.

7. ADDITIONAL INFORMATION

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

Shareholders of the Company and potential investors should note that the Acquisition, the Share Premium Reduction and the Proposed Distribution may or may not proceed as they are subject to a number of conditions, which may or may not be fulfilled. Shareholders of the Company 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

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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) 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

								Total number and	Total number and	Total number and
								**percentage of issued **		share
				**Number of **	Shares and shares in the Company’s			capital of the relevant
				**associated corporations held and nature **			of interest	company held
	Relationship
Name of	with the	Name of		Personal	Family	Corporate	Other			%
company	Company	Director	Note	interests	interests	interests	interests	Total	interests
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

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GENERAL INFORMATION

APPENDIX

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

								Total number and	Total number and	Total number and
								**percentage of issued **		share
				**Number of **	Shares and shares in the Company’s			capital of the relevant
				**associated corporations held and nature **			of interest	company held
	Relationship
Name of	with the	Name of		Personal	Family	Corporate	Other			%
company	Company	Director	Note	interests	interests	interests	interests	Total	interests
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
The Hong Kong	Listed	Lee Shau Kee	10	3,226,174		2,203,861,776		2,207,087,950		40.07
and China Gas Company	associated company	Lee Ka Kit	10				2,203,861,776	2,203,861,776		40.01
Limited		Lee Ka Shing	10				2,203,861,776	2,203,861,776		40.01
		Li Ning	10		2,203,861,776			2,203,861,776		40.01
		Au Siu Kee, Alexander	11		50,000			50,000		0.00
HK Ferry	Listed	Lee Shau Kee	12	7,799,220		111,732,090		119,531,310		33.55
	associated company	Lee Ka Kit	12				111,732,090	111,732,090		31.36
		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
	associated
	company	Lee Ka Kit	16				255,188,250	255,188,250		44.21
		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
Panva Gas	Listed	Lee Shau Kee	18			772,911,729		772,911,729		43.95
Holdings Limited	associated company	Lee Ka Kit	18				772,911,729	772,911,729		43.95
		Lee Ka Shing	18				772,911,729	772,911,729		43.95
		Li Ning	18		772,911,729			772,911,729		43.95

— 14 —

GENERAL INFORMATION

APPENDIX

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

									Total number and	Total number and	Total number and
								percentage of issued share
				**Number of **	**Shares and shares **		in the Company’s		capital of the relevant
				**associated corporations held **		and nature of interest			company held
	Relationship
Name of	with the	Name of		Personal	Family	Corporate		Other			%
company	Company	Director	Note	interests	interests		interests	interests	Total	interests
Henderson	Holding	Lee Shau Kee	19				8,190		8,190		100.00
Development	company					(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

— 15 —

GENERAL INFORMATION

APPENDIX

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

									Total number and	Total number and	Total number and
								percentage of issued share
				**Number of **	Shares and shares in the Company’s				capital of the relevant
				**associated corporations held **		**and nature of **	interest		company held
	Relationship
Name of	with the	Name of		Personal	Family	Corporate	Other				%
company	Company	Director	Note	interests	interests	interests	interests		Total	interests
China	Subsidiary	Woo Ka Biu, Jackson	23			16,000			16,000		5.33
Investment
Group Limited
Drinkwater	Subsidiary of	Leung Hay Man	24			5,000			5,000		4.49
Investment Limited	holding company	Woo Po Shing	25			3,250			3,250		2.92
Feswin	Associated	Lee Ka Kit	26			5,000	5,000		10,000		100.00
Investment	company
Limited
Fordley	Subsidiary	Fung Lee Woon King	27	2,000					2,000		20.00
Investment
Limited
Gain Base	Subsidiary	Fung Lee Woon King	28	50					50		5.00
Development
Limited
Henfield	Subsidiary	Lee Ka Kit	29			4,000	6,000		10,000		100.00
Properties
Limited
Heyield Estate	Subsidiary	Lee Shau Kee	30			100			100		100.00
Limited		Lee Ka Kit	30					100	100		100.00
		Lee Ka Shing	30					100	100		100.00
		Li Ning	30		100				100		100.00
Maxfine	Associated	Lee Ka Kit	31			3,050*	3,050*		3,050		33.33
Development	company
Limited

• relate to the same shares

— 16 —

GENERAL INFORMATION

APPENDIX

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

								Total number and	Total number and	Total number and
								percentage of issued share
				**Number of **	Shares and shares in the Company’s			capital of the relevant
				**associated corporations held **		and nature of interest		company held
	Relationship
Name of	with the	Name of		Personal	Family	Corporate	Other			%
company	Company	Director	Note	interests	interests	interests	interests	Total	interests
Perlin	Associated	Lee Ka Kit	32			5	5	10		100.00
Development	company
Limited
Pettystar	Subsidiary	Lee Shau Kee	33			3,240		3,240		80.00
Investment Limited		Lee Ka Kit	33				3,240	3,240		80.00
		Lee Ka Shing	33				3,240	3,240		80.00
		Li Ning	33		3,240			3,240		80.00
Quickcentre	Associated	Lee Ka Kit	34			1	1	2		100.00
Properties	company
Limited
Shellson	Subsidiary	Lee Ka Kit	35			25	75	100		100.00
International
Limited

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 The Hong Kong and China Gas Company Limited (“China Gas”) which was 38.47% 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.

— 17 —

GENERAL INFORMATION

APPENDIX

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 3,226,174 shares, and for the remaining 2,203,861,776 shares, (i) 1,159,024,597 shares and 484,225,002 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) 476,165,946 shares were owned by Macrostar Investment Limited, a wholly-owned subsidiary of HIL; (iii) 3,966,472 shares were owned by Boldwin Enterprises Limited, a wholly-owned subsidiary of Yamina Investment Limited which was 100% held by HD; and (iv) 80,479,759 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 China Gas 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 HIL; and (ii) 41,532,090 shares were held by Wiselin Investment Limited, a wholly-owned subsidiary of Max-mercan Investment Limited which in turn was 100% held by HIL. Dr. Lee Shau Kee was taken to be interested in HIL as set out in Note 7 and HK Ferry 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.

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

— 18 —

GENERAL INFORMATION

APPENDIX

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 HIL. Dr. Lee Shau Kee was taken to be interested in HIL as set out in Note 7 and Miramar Hotel 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. These shares were held by Hong Kong & China Gas (China) Limited, a wholly-owned subsidiary of China Gas. Dr. Lee Shau Kee was taken to be interested in China Gas as set out in Note 10 and Panva Gas Holdings 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 Pearl Assets Limited which was 60% owned by Mr. Woo Ka Biu, Jackson.

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

25. 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.

26. 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.

— 19 —

GENERAL INFORMATION

APPENDIX

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

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

29. 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.

30. 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.

31. These shares were owned by Quickcentre Properties Limited which was 50% each owned by Applecross Limited which was wholly-owned by Mr. Lee Ka Kit and Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by HC.

32. Of these shares, (i) 5 shares were owned by Heleken Development Limited which was wholly-owned by Mr. Lee Ka Kit; and (ii) 5 shares were owned by Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by HC.

33. 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.

34. Of these shares, (i) 1 share was owned by Applecross Limited which was wholly-owned by Mr. Lee Ka Kit; and (ii) 1 share was owned by Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by HC.

35. Of these shares, (i) 25 shares were owned by Shine King International Limited which was wholly-owned by Mr. Lee Ka Kit; and (ii) 75 shares were owned by Henderson (China) Investment Company Limited, a wholly-owned subsidiary of Andcoe Limited which was wholly-owned by HC.

(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.

— 20 —

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
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 2)	103,328,000	5.32

Notes:

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

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

3. 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 and Cameron Enterprise Inc. as at the Latest Practicable Date:

Rimmer (Cayman) Limited

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

— 21 —

GENERAL INFORMATION

APPENDIX

Riddick (Cayman) Limited

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

Hopkins (Cayman) Limited

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

Henderson Development Limited

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

Yamina Investment Limited

Name of Director Position held in Yamina Investment Limited Fung Lee Woon King Director Lee King Yue Director

Believegood Limited

Name of Director Position held in Believegood Limited Lee Shau Kee Director Fung Lee Woon King Director Lee King Yue Director Colin Lam Ko Yin Director Lee Ka Shing Director

South Base Limited

Name of Director

Position held in South Base Limited

Fung Lee Woon King Director Lee King Yue Director

— 22 —

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

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 INTEREST

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 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 . .

— 23 —

GENERAL INFORMATION

APPENDIX

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

• (e) Lee Pui Ling, Angelina, a director of the Company, 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 Acquisition.

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

— 24 —