Swire Pacific Limited 'A' — Proxy Solicitation & Information Statement 2012

Apr 20, 2012

THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE THE COMPANY’S OWN SHARES AND TO ISSUE SHARES AND RE-ELECTION OF THE RETIRING DIRECTORS

A notice convening the annual general meeting of the Company to be held at the Four Seasons Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on 11 June 2012 at 11:30 a.m. is set out in the Annual Report for the year ended 31 December 2011.

20 April 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board of Directors
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed general mandates to repurchase the Company’s own shares
and to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed re-election of the retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Biographical Details of the Retiring Directors
to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

• “Annual General Meeting” the annual general meeting of the Company to be held at the Four Seasons Grand Ballroom, Four Seasons Hotel, 8 Finance Street, Central, Hong Kong on 11 June 2012 at 11:30 a.m.;

• “Annual Report” the Company’s annual report for the year ended 31 December 2011;

• “Articles of Association” the Articles of Association of the Company;

• “Board” the board of Directors;

• “Chairman” the chairman presiding at any meeting of members or of the board of Directors;

• “Companies Ordinance” the Companies Ordinance (Chapter 32 of the laws of Hong Kong) and any amendments thereto;

• “Company” Henderson Land Development Company Limited;

• “Directors” the directors of the Company;

• “Group” the Company and its subsidiaries;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Issue Mandate” the general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution approving the Issue Mandate;

• “Latest Practicable Date” 3 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

• “Listing Rules”

• Rules Governing the Listing of Securities on the Stock Exchange;

“Notice”

the notice convening the Annual General Meeting dated 20 April 2012 contained in the Annual Report;

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DEFINITIONS

“PRC”	the People’s Republic of China;
“Report of Directors”	the report of directors of the Company for the year ended
	31 December 2011 contained in the Annual Report;
“Repurchase Mandate”	the general mandate to exercise the power of the
	Company to repurchase Shares not exceeding 10% of the
	aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the resolution
	approving the Repurchase Mandate;
“Shareholders”	registered holders of the Shares;
“Shares”	the shares of nominal value of HK$2.00 each in the share
	capital of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers; and
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong.

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LETTER FROM THE BOARD OF DIRECTORS

Executive Directors:

Dr. the Hon. Lee Shau Kee (Chairman and Managing Director) Lee Ka Kit (Vice Chairman) Lam Ko Yin, Colin (Vice Chairman) Lee Ka Shing (Vice Chairman) Yip Ying Chee, John Suen Kwok Lam Lee King Yue Fung Lee Woon King Lau Yum Chuen, Eddie Li Ning Kwok Ping Ho, Patrick Wong Ho Ming, Augustine

Independent Non-executive Directors:

Kwong Che Keung, Gordon Professor Ko Ping Keung Wu King Cheong Woo Ka Biu, Jackson

Registered Office:

72-76/F, Two International Finance Centre 8 Finance Street, Central Hong Kong

Non-executive Directors:

Au Siu Kee, Alexander Leung Hay Man Lee Pui Ling, Angelina Lee Tat Man

20 April 2012

To the Shareholders of the Company

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE THE COMPANY’S OWN SHARES AND TO ISSUE SHARES AND

RE-ELECTION OF THE RETIRING DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the proposals for the Repurchase Mandate, the Issue Mandate and the re-election of the retiring Directors and to seek your approval at the Annual General Meeting in connection with, inter alia, such matters.

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LETTER FROM THE BOARD OF DIRECTORS

PROPOSED GENERAL MANDATES TO REPURCHASE THE COMPANY’S OWN SHARES AND TO ISSUE SHARES

At the annual general meeting held on 9 June 2011, general mandates were given to the Directors: (i) to exercise the powers of the Company to repurchase Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of the ordinary resolution and (ii) to allot, issue and deal with Shares not exceeding 20 per cent of the issued share capital of the Company as at the date of the ordinary resolution. Such mandates will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution set out in the Notice will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors.

The Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association to be held or until the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.

Separate ordinary resolutions will also be proposed at the Annual General Meeting to grant the Issue Mandate (representing a general mandate to allot, issue and deal with a maximum of 473,781,007 Shares on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting) by way of a general mandate to the Directors and extending the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate.

The explanatory statement required by the Listing Rules and the Companies Ordinance to be included in this circular is set out in Appendix I hereto.

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 116 of the Articles of Association or the code on corporate governance practices under the Listing Rules, Dr. Lee Shau Kee, Mr. Lam Ko Yin, Colin, Mr. Yip Ying Chee, John, Madam Fung Lee Woon King, Mr. Lau Yum Chuen, Eddie, Mr. Au Siu Kee, Alexander and Mr. Leung Hay Man shall retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election. The Nomination Committee has also recommended to the Board that they are eligible for re-election.

Mr. Woo Ka Biu, Jackson, being the new Director appointed after the 2011 annual general meeting, will retire in accordance with Article 99 of the Company’s Articles of Association at the Annual General Meeting and, being eligible, has offered himself for re-election. The Board, through the assessment and recommendation by the Nomination Committee, has considered him as independent for the purpose of acting as an independent non-executive director of the Company.

Their biographical details which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

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LETTER FROM THE BOARD OF DIRECTORS

ANNUAL GENERAL MEETING

The Notice is set out on pages 245 to 247 of the Annual Report.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Chairman of the Annual General Meeting will, therefore, exercise his power under Article 80 of the Articles of Association to put each of the resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. Article 85 of the Articles of Association provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every Share held by that Shareholder.

In accordance with Article 96 of the Articles of Association, any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

A form of proxy in connection with the business of the Annual General Meeting is enclosed with the Annual Report for your attention. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s registered office at 72-76/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. The return of a form of proxy will not preclude you from attending and voting in person if you so wish.

Yours faithfully, Lee Shau Kee

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement constitutes the memorandum required under section 49BA(3)(b) of the Companies Ordinance and contains all the information required under the Listing Rules for you to consider the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,368,905,035 Shares.

Subject to the passing of the ordinary resolution number 5(A) set out in the Notice and on the basis that no further Shares are issued or repurchased prior to the date of the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 236,890,503 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share of the Company and will only be made when the Directors believe that a repurchase of Shares will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the company or the proceeds of a new issue of shares made for the purpose of the repurchase and any premium payable on repurchase shall be paid out of distributable profits of the company. If such repurchased Shares were issued at a premium, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance.

Pursuant to the Repurchase Mandate, repurchases would be financed by the Company’s internal resources and/or available banking facilities.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared with that as at 31 December 2011, being the date of its last audited accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months were as follows:

		Highest	Lowest
		HK$	HK$
2011	April	56.95	52.70
	May	53.35	50.00
	June	52.65	46.55
	July	51.05	47.00
	August	50.85	40.65
	September	46.80	35.15
	October	43.90	33.20
	November	43.90	36.05
	December	39.45	35.40
2012	January	43.55	37.80
	February	49.65	41.70
	March	48.80	41.05
	April (up to the Latest Practicable Date)	44.25	41.80

5. UNDERTAKING AND DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Companies Ordinance and any other applicable laws of Hong Kong.

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EXPLANATORY STATEMENT

APPENDIX I

6. TAKEOVERS CODE AND SHARE REPURCHASES

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The controlling shareholder of the Company owns 61.96% of the existing share capital of the Company. On the assumption of the full exercise of the Repurchase Mandate, the controlling shareholder’s shareholding interests in the Company will be increased to approximately 68.85%. If the present shareholdings and capital structure of the Company remain the same, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. However, the Directors will not exercise the Repurchase Mandate such that the minimum amount of Shares held by the public will fall below 25% of the issued share capital of the Company, being the minimum public float requirement under the Listing Rules.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following are the biographical details of Mr. Woo Ka Biu, Jackson, who shall retire at the Annual General Meeting in accordance with Article 99 of the Company’s Articles of Association and being eligible, has offered himself for re-election. Save as disclosed hereinbelow, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

WOO Ka Biu, Jackson , MA (Oxon) , aged 49, has been appointed as the Independent Non-executive Director of the Company since 1 March 2012. He holds an MA degree in Jurisprudence from the Oxford University and is a qualified solicitor in England and Wales, Hong Kong Special Administrative Region and Australia. Mr. Woo is currently a partner of Ashurst Hong Kong and was a director of N M Rothschild & Sons (Hong Kong) Limited (“Rothschild”). Prior to joining Rothschild, Mr. Woo was a partner in the corporate finance department of Woo, Kwan, Lee & Lo. Mr. Woo was an alternate to Sir Po-shing Woo, in Sir Po-shing Woo’s capacity as an non-executive director of the Company and Henderson Investment Limited (“HIL”), a listed subsidiary of the Company. Mr. Woo’s corresponding alternate directorship ceased at the same time when Sir Po-shing Woo resigned from the Board of the Company on 29 February 2012 and retired from the Board of HIL on 1 June 2010. He is a director of Kailey Group of Companies. He is also an alternate to Sir Po-shing Woo, in Sir Po-shing Woo’s capacity as an non-executive director of Sun Hung Kai Properties Limited, as well as an independent non-executive director of Ping An Insurance (Group) Company of China, Ltd., both are listed companies. Save as disclosed herein, Mr. Woo has not held any other directorships in listed public companies in the last three years. He is the son of Sir Po-shing Woo.

As at the Latest Practicable Date, Mr. Woo was taken to be interested in 2,000 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong. Save as disclosed herein, he had no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Woo was appointed by a letter of appointment for a term of three years and was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he had not received any director’s fees or other payments (whether fixed or discretionary in nature) from the Group.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following are the biographical details of Dr. Lee Shau Kee, Mr. Lam Ko Yin, Colin, Mr. Yip Ying Chee, John, Madam Fung Lee Woon King, Mr. Lau Yum Chuen, Eddie, Mr. Au Siu Kee, Alexander and Mr. Leung Hay Man, all of whom shall retire by rotation at the Annual General Meeting in accordance with Article 116 of the Company’s Articles of Association or the code on corporate governance practices under the Listing Rules and, being eligible, have offered themselves for re-election. Save as disclosed hereinbelow, there are no other matters relating to their re-election that need to be brought to the attention of Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Dr. the Hon. LEE Shau Kee , GBM, DBA (Hon), DSSc (Hon), LLD (Hon) , aged 83, is the founder of the Company. He has been the Chairman and Managing Director of the Company since 1976 and has been engaged in property development in Hong Kong for more than 55 years. He is the Chairman of the Nomination Committee and a member of the Remuneration Committee of the Company. Dr. Lee was awarded Grand Bauhinia Medal by the Government of the Hong Kong Special Administrative Region in 2007. He is also the founder and the chairman and managing director of Henderson Investment Limited, the chairman of The Hong Kong and China Gas Company Limited and Miramar Hotel and Investment Company, Limited, the vice chairman of Sun Hung Kai Properties Limited as well as a director of Hong Kong Ferry (Holdings) Company Limited and The Bank of East Asia, Limited, all of which are listed companies. He is also a director of various members of the Group. Save as disclosed herein, Dr. Lee has not held any other directorships in listed public companies in the last three years. He is the brother of Mr. Lee Tat Man and Madam Fung Lee Woon King, the father of Ms. Lee Pui Man, Margaret, Mr. Lee Ka Kit and Mr. Lee Ka Shing and the father-in-law of Mr. Li Ning.

As at the Latest Practicable Date, Dr. Lee was taken to be interested in 1,467,838,349 shares in the Company (representing 61.96% of the issued share capital of the Company) within the meaning of Part XV of the Securities and Futures Ordinance. The details of his other interests in associated corporation(s) of the Company are disclosed in the Report of Directors. He is a director of Cameron Enterprise Inc. (which has a 7.58% shareholding interest in the Company), Believegood Limited (substantial shareholder of the Company), Henderson Development Limited, Rimmer (Cayman) Limited, Riddick (Cayman) Limited and Hopkins (Cayman) Limited (controlling shareholders of the Company), which have aggregate interests in 1,459,376,395 shares in the Company, representing 61.61% of the issued share capital of the Company. Save as disclosed herein, Dr. Lee has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Lee was not appointed for a specific term but was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he received director’s fees of HK$70,000 and other remuneration of approximately HK$16,857,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

LAM Ko Yin, Colin , FCILT, FHKIoD , aged 60, joined the Company in 1982 and has been an Executive Director since 1985 and Vice Chairman since 1993. He is also a member of the Remuneration Committee and the Nomination Committee of the Company. He holds a B.Sc. (Honours) degree from The University of Hong Kong and has over 38 years’ experience in banking and property development. He is a member of the Court of The University of Hong Kong, a Director of The University of Hong Kong Foundation for Educational Development and Research Limited, and a Director of Fudan University Education Development Foundation. Mr. Lam was awarded an Honorary University Fellowship by The University of Hong Kong in 2008. He is a Fellow of The Chartered Institute of Logistics and Transport in Hong Kong and a Fellow of The Hong Kong Institute of Directors. Mr. Lam is the chairman of Hong Kong Ferry (Holdings) Company Limited, the vice chairman of Henderson Investment Limited as well as a director of The Hong Kong and China Gas Company Limited and Miramar Hotel and Investment Company, Limited, all of which are listed companies. He is also a director of various members of the Group. Save as disclosed herein, Mr. Lam has not held any other directorships in listed public companies in the last three years.

Mr. Lam was a non-executive director of Smartie Food Services Company Limited (“Smartie Food”) from June 1989 to April 1994. Smartie Food was a company incorporated in Hong Kong and engaged in the business of roasted meat. By a court order of 18 May 1994, Smartie Food was put into winding up by the court. Mr. Lam had resigned as a director of Smartie Food before the winding up and did not take part in any matters giving rise to the winding up of Smartie Food. The affairs of Smartie Food had been completely wound up in December 1995.

As at the Latest Practicable Date, Mr. Lam did not have any interest in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. The details of his interests in associated corporation(s) of the Company are disclosed in the Report of Directors. He is a director of Believegood Limited (substantial shareholder of the Company), Henderson Development Limited, Rimmer (Cayman) Limited, Riddick (Cayman) Limited and Hopkins (Cayman) Limited (controlling shareholders of the Company), which have aggregate interests in 1,459,376,395 shares in the Company, representing 61.61% of the issued share capital of the Company. Save as disclosed herein, Mr. Lam has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lam was not appointed for a specific term but was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he received director’s fees of HK$70,000 and other remuneration of approximately HK$30,477,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

YIP Ying Chee, John , LLB, FCIS , aged 63, has been an Executive Director of the Company since 1997. He graduated from The University of Hong Kong and the London School of Economics and is a solicitor and a certified public accountant. He has over 30 years’ experience in corporate finance, and corporate and investment management. He is also a director of various members of the Group. Save as disclosed herein, Mr. Yip has not held any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Yip did not have any interest in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance, and had no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Yip was not appointed for a specific term but was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he received director’s fees of HK$50,000 and other remuneration of approximately HK$28,379,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

FUNG LEE Woon King , aged 73, has been an Executive Director of the Company since 1976. She joined Henderson Development Limited, the parent company of the Company as treasurer in 1974 and has been an executive director of Henderson Development Limited since 1979. She is also the treasurer of Henderson Development Limited group, the Group and Henderson Investment Limited group. She is also a director of various members of the Group. Save as disclosed herein, Madam Fung has not held any other directorships in listed public companies in the last three years. She is the sister of Dr. Lee Shau Kee and Mr. Lee Tat Man.

Madam Fung was a non-executive director of Smartie Food Services Company Limited (“Smartie Food”) from June 1989 to April 1994. Smartie Food was a company incorporated in Hong Kong and engaged in the business of roasted meat. By a court order of 18 May 1994, Smartie Food was put into winding up by the court. Madam Fung had resigned as a director of Smartie Food before the winding up and did not take part in any matters giving rise to the winding up of Smartie Food. The affairs of Smartie Food had been completely wound up in December 1995.

In 2001, Madam Fung was fined a total of HK$20,000 and ordered to pay costs of HK$5,693 by a Magistrate to the Securities and Futures Commission by the Western Magistrates Court under the repealed Securities (Disclosure of Interests) Ordinance for her late reporting to the Stock Exchange in respect of her disposals in shares of The Hong Kong and China Gas Company Limited, an “associated corporation” of the Company as it fell within the meaning of that term under the relevant legislation. Such late reporting was due to mere inadvertence.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Madam Fung was taken to be interested in 1,206,073 shares in the Company (representing 0.05% of the issued share capital of the Company) within the meaning of Part XV of the Securities and Futures Ordinance. The details of her other interests in associated corporation(s) of the Company are disclosed in the Report of Directors. She is a director of Cameron Enterprise Inc. (which has a 7.58% shareholding interest in the Company), Believegood Limited and South Base Limited (substantial shareholders of the Company) as well as Henderson Development Limited, Yamina Investment Limited, Rimmer (Cayman) Limited, Riddick (Cayman) Limited and Hopkins (Cayman) Limited (controlling shareholders of the Company), which have aggregate interests in 1,459,376,395 shares in the Company, representing 61.61% of the issued share capital of the Company. Save as disclosed herein, Madam Fung has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Madam Fung was not appointed for a specific term but was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. She has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to her shall be subject to Shareholders’ approval at general meetings. Her other remuneration, if any, shall from time to time be determined with reference to her duties and responsibilities. For the year ended 31 December 2011, she was entitled to receive a director’s fee of HK$50,000 and other remuneration of approximately HK$8,829,000 from the Company. Save as disclosed above, she had not received any other payments (whether fixed or discretionary in nature) from the Group.

LAU Yum Chuen, Eddie , aged 65, has been an Executive Director of the Company since 1987. He has over 40 years’ experience in banking, finance and investment. Mr. Lau is also a director of Hong Kong Ferry (Holdings) Company Limited and Miramar Hotel and Investment Company, Limited, both are listed companies. He previously served as an executive director of Henderson Investment Limited, a listed company, until his retirement on 9 June 2011. He is also a director of various members of the Group. Save as disclosed herein, Mr. Lau has not held any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Lau did not have any interest in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance, and had no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lau was not appointed for a specific term but was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he received director’s fees of HK$60,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

AU Siu Kee, Alexander , OBE, ACA, FCCA, FCPA, AAIA, FCIB, FHKIB , aged 65. Mr. Au was an Executive Director and the Chief Financial Officer of the Company for the period from December 2005 to June 2011. He stepped down from the position of Chief Financial Officer and was re-designated as a Non-executive Director on 1 July 2011. A banker by profession, he was the chief executive officer of Hang Seng Bank Limited from October 1993 to March 1998 and of Oversea-Chinese Banking Corporation Limited in Singapore from September 1998 to April 2002. He was formerly a non-executive director of a number of leading companies including The Hongkong and Shanghai Banking Corporation Limited, MTR Corporation Limited and Hang Lung Group Limited. He is also a member of the Court of The Hong Kong University of Science and Technology. An accountant by training, Mr. Au is a Chartered Accountant as well as a Fellow of The Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Currently Mr. Au is an independent non-executive director of Wheelock and Company Limited as well as a non-executive director of Hong Kong Ferry (Holdings) Company Limited and Miramar Hotel and Investment Company, Limited, all of which are listed companies. He is the chairman and non-executive director of Henderson Sunlight Asset Management Limited, the manager of the publicly-listed Sunlight Real Estate Investment Trust. Save as disclosed herein, Mr. Au has not held any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Au was taken to be interested in 60,000 shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. The details of his interests in associated corporation(s) of the Company are disclosed in the Report of Directors. Save as disclosed herein, Mr. Au has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Au was appointed for a fixed term of three years and was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meetings otherwise determines. His other remuneration, if any, shall from time to time be determined with reference to his duties and responsibilities. For the year ended 31 December 2011, he received director’s fees of HK$235,000 and other remuneration of approximately HK$6,693,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

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BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

LEUNG Hay Man , FRICS, FCIArb , FHKIS , aged 77, has been a Director of the Company since 1981 and was re-designated as Non-executive Director in 2004. He is also a member of the Audit Committee of the Company. Mr. Leung is a Chartered Surveyor. He is also a director of Henderson Investment Limited, Hong Kong Ferry (Holdings) Company Limited and The Hong Kong and China Gas Company Limited, all of which are listed companies. Save as disclosed herein, Mr. Leung has not held any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Leung did not have any interest in the shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance, and had no relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Leung was appointed for a term of three years and was subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings. The director’s fee payable to him is fixed at the rate of HK$50,000 per annum until the Company in general meeting otherwise determines. He was also entitled to a fixed remuneration of HK$250,000 per annum for acting as a member of Audit Committee of the Company, which was determined with reference to his duties and responsibilities and was approved by the Shareholders. For the year ended 31 December 2011, he received director’s fees of HK$70,000 and other remuneration of HK$430,000 from the Group. Save as disclosed above, he had not received any other payments (whether fixed or discretionary in nature) from the Group.

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