Tsim Sha Tsui Properties Limited — Proxy Solicitation & Information Statement 2010

Sep 24, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action 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 or otherwise transferred all your shares in Tsim Sha Tsui Properties Limited , you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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(Stock Code: 247)

(1) General Mandates to Repurchase Shares and to Issue Shares

(2) Proposed Re-election of Directors

The notice convening the annual general meeting of Tsim Sha Tsui Properties Limited (the “Company”) to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:00 a.m. or as soon as the annual general meeting of Sino Land Company Limited closes, whichever is the later, on Thursday, 28th October, 2010 (the “Annual General Meeting”) is contained in the 2010 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2010 Annual Report not less than 48 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon.

27th September, 2010

CONTENTS

Page

Letter from the Chairman

1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4.	Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
**Appendix **	I – Explanatory Statement on Repurchase of Shares. . . . . . . . . .	6
**Appendix **	II – Procedures for Poll Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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LETTER FROM THE CHAIRMAN

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(Stock Code: 247)

Directors: Robert NG Chee Siong (Chairman) Ronald Joseph ARCULLI, GBM, CVO, GBS, OBE, JP[#] Allan ZEMAN, GBS, JP Adrian David LI Man-kiu, JP Steven ONG Kay Eng* Daryl NG Win Kong

Registered Office: 12th Floor Tsim Sha Tsui Centre Salisbury Road Tsim Sha Tsui Kowloon Hong Kong

• ([#] Non-Executive Director )

• (* Independent Non-Executive Directors )

27th September, 2010

To the shareholders

Dear Sir or Madam,

(1) General Mandates to Repurchase Shares and to Issue Shares (2) Proposed Re-election of Directors

1. Introduction

At the last annual general meeting of the Company held on 5th November, 2009, general mandates were given to the Directors to exercise the powers of the Company to repurchase shares and to issue shares of the Company. Under the terms of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), these general mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:00 a.m. or as soon as the annual general meeting of Sino Land Company Limited closes, whichever is the later, on Thursday, 28th October, 2010 (“Annual General Meeting”) unless renewed at that meeting.

The purpose of this circular is to provide you with information regarding the proposed general mandates to repurchase shares and to issue shares and the re-election of Directors.

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LETTER FROM THE CHAIRMAN

2. General Mandate to Repurchase Shares

An ordinary resolution will be proposed at the Annual General Meeting to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of the Company (“Shares”) up to a maximum of 10% of the issued share capital of the Company at the date of the resolution (“Share Repurchase Mandate”).

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix I hereto.

3. General Mandate to Issue Shares

It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution (“Share Issue Mandate”) and adding to such general mandate so granted to the Directors any Shares repurchased by the Company under the Share Repurchase Mandate.

4. Directors Proposed to be Re-elected

In accordance with Article 102 of the Articles of Association of the Company and pursuant to paragraph A.4.2 of Appendix 14 to the Listing Rules, the Directors retiring by rotation at the Annual General Meeting are The Honourable Ronald Joseph ARCULLI and Mr. Daryl NG Win Kong who, being eligible, offer themselves for re-election.

Under the service contract between the Company and the Executive Director, Mr. Daryl NG Win Kong, there is no fixed term of office for the Executive Director but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association.

The Non-Executive Director The Honouarble Ronald Joseph ARCULLI does not have a service contract with the Company other than a letter of appointment pursuant to which his term of office is for the period of three years from 1st July, 2008, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association.

The emoluments of the Directors are to be determined by the Remuneration Committee with reference to their duties, responsibilities and performance and the results of the Group. The directors’ fees are fixed by the Board of Directors pursuant to the authority granted by the shareholders at annual general meetings. The amount of emoluments paid or payable for the year ended 30th June, 2010 to each of the Directors who stand for re-election at the Annual General Meeting are set out in Note 13 to the Consolidated Financial Statements at page 94 in the Company’s 2010 Annual Report.

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LETTER FROM THE CHAIRMAN

Other biographical details of each of the Directors who stand for re-election at the Annual General Meeting, as required by Rule 13.51(2) of the Listing Rules as at 21st September, 2010 (the latest practicable date prior to the printing of this circular), are set out below to enable the shareholders to make informed decision on their re-election.

The Honourable Ronald Joseph ARCULLI , GBM, CVO, GBS, OBE, JP, aged 71, has been a Director of the Company since 1994 and was re-designated from an Independent Non-Executive Director to a Non-Executive Director in July 2005. The Honourable Ronald ARCULLI through Arculli and Associates (July – December 2005) and since 1st January, 2006 through Ronald Arculli and Associates provides consultancy services to the Company. He is also a Non-Executive Director of Sino Land Company Limited and Sino Hotels (Holdings) Limited. The Honourable Ronald ARCULLI is the Independent Non-Executive Chairman of Hong Kong Exchanges and Clearing Limited. He has a long and distinguished record of public service on numerous government committees and advisory bodies. He was the Chairman of The Hong Kong Jockey Club from 2002 to August 2006. He is a practising solicitor and has served on the Legislative Council from 1988 to 2000. He is currently a non-official member of the Executive Council of The Hong Kong Special Administrative Region Government, the Chairman of the Honorary Advisory Committee of SVHK Foundation Limited, a member of the board of West Kowloon Cultural District Authority (“WKCDA”) and a member of the Consultation Panel appointed under WKCDA. The Honourable Ronald ARCULLI is an Independent Non-Executive Director of Hang Lung Properties Limited and SCMP Group Limited, and a Non-Executive Director of Hongkong Electric Holdings Ltd., Hutchison Harbour Ring Limited and HKR International Limited, all companies listed on The Stock Exchange of Hong Kong Limited. He was an Independent Non-Executive Director of Shanghai Century Acquisition Corporation, a company listed on the American Stock Exchange, from October 2005 to May 2008.

Save as disclosed herein, The Honourable Ronald ARCULLI did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. The Honourable Ronald ARCULLI has a personal interest in 60,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of The Honourable Ronald ARCULLI that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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LETTER FROM THE CHAIRMAN

Mr. Daryl NG Win Kong , aged 32, an Executive Director of the Company since April 2005, holds a Bachelor of Arts Degree in Economics and a Master Degree of Science in Real Estate Development from Columbia University in New York. Mr. NG first joined the Company as Executive (Development) in 2003. He is a director of a number of subsidiaries and associated companies of the Company and is an Executive Director of Sino Land Company Limited and Sino Hotels (Holdings) Limited. He is also an Independent Non-Executive Director of Blue Cross (Asia-Pacific) Insurance Limited and BEA Life Limited and a Director of Hong Kong Design Centre. He is a member of the Infrastructure Development Advisory Committee of the Hong Kong Trade Development Council, a General Committee member of The Chamber of Hong Kong Listed Companies, a member of the International Advisory Council of Columbia University in the City of New York, a member of the Tenth Sichuan Committee of Chinese People’s Political Consultative Conference, a Committee member of the Tenth and Eleventh All-China Youth Federation, a member of The Greater Pearl River Delta Business Council, a Trustee member of World Wide Fund for Nature Hong Kong, a Director of The Community Chest of Hong Kong and a Director of The Real Estate Developers Association of Hong Kong. He is the eldest son of the Chairman Mr. Robert NG Chee Siong and the eldest grandson of the substantial shareholder Mr. NG Teng Fong (deceased).

Save as disclosed herein, Mr. NG did not hold any other directorships in any other public listed companies in the last three years and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. NG does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There are no other matters relating to the re-election of Mr. NG that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

5. Annual General Meeting

The notice convening the Annual General Meeting is contained in the 2010 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2010 Annual Report not less than 48 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming Annual General Meeting will therefore put each of the resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. On a poll, every shareholder who is present in person or by proxy shall have one vote for every share of which he is the holder. Detailed procedures for conducting a poll are set out in Appendix II of this circular.

The Company will publish an announcement on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company’s website at www.sino.com of the results of the voting by poll at the Annual General Meeting on the same day after the Annual General Meeting.

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LETTER FROM THE CHAIRMAN

6. Recommendation

The Directors consider that the proposed general mandates to issue shares of the Company and to repurchase shares of the Company and the re-election of retiring Directors are in the best interests of the Company and its shareholders and recommend that shareholders vote in favour of the resolutions.

Yours faithfully, Robert NG Chee Siong Chairman

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate and also constitutes the memorandum as required under Section 49BA(3) of the Companies Ordinance.

1. Listing Rules

The Listing Rules permit companies whose primary listing are on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) to repurchase their securities on the Stock Exchange or on another stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ Approval

The Listing Rules provide that all on-market repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

2. Share Capital

As at 21st September, 2010 (the latest practicable date prior to the printing of this circular), the issued share capital of the Company comprised 1,482,306,770 Shares of HK$0.2 each. On the basis of such figure and assuming that no further Shares are issued or repurchased after 21st September, 2010 and up to the date of the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 148,230,677 Shares, representing 10% of the issued share capital of the Company.

3. Reasons for Repurchases

The Directors believe that the flexibility afforded by the Share Repurchase Mandate would be beneficial to the Company and its shareholders. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

4. Funding of Repurchases

Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection in accordance with the Company’s Articles of Association and the applicable laws in Hong Kong, being distributable profits of the Company or the proceeds of a fresh issue of Shares made for such purpose.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30th June, 2010 in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors shall from time to time be appropriate for the Company.

5. Disclosure of Interest

Neither the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Share Repurchase Mandate if such is approved by the shareholders.

No other 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 Share Repurchase Mandate is approved by the shareholders.

6. Undertaking of Directors

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

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

7. Share Prices

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months up to 21st September, 2010 (being the latest practicable date prior to the printing of this circular) were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2009
September	30.00		26.85
October	32.00		30.00
November	32.80		31.80
December	32.50		31.00
2010
January	32.50		31.00
February	–		–
March	28.00		26.50
April	25.50		25.50
May	–		–
June	23.50		22.80
July	23.00		22.50
August	24.00		22.70
1st September – 21st September	23.80		23.80

8. Effect of the Takeovers Code

If on the exercise of the power to repurchase shares pursuant to the Share Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, 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.

As at 21st September, 2010 (being the latest practicable date prior to the printing of this circular), Mr. NG Teng Fong (estate of Mr. NG Teng Fong) held beneficial interests in approximately 71.95% of the issued share capital of the Company. Since Mr. NG Teng Fong (estate of Mr. NG Teng Fong), his associates and his concert parties hold more than 50% of the issued share capital of the Company, any increase in their holdings, including the exercise in full of the power to repurchase Shares under the Share Repurchase Mandate, will not incur any obligation under Rule 26 of the Takeovers Code to make a general offer. The Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code as a result of any purchases made under the Share Repurchase Mandate.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

However, since Mr. NG Teng Fong (estate of Mr. NG Teng Fong) together with other connected persons of the Company were beneficially interested in approximately 71.99% of the issued share capital of the Company, any repurchase of Shares exceeding approximately 4.01% of the issued Shares would reduce the public shareholding to below 25%. Any purchase of Shares which would result in the amount of Shares held by the public being reduced to less than 25% could only be implemented with the prior approval of the Stock Exchange to waive the dealing restriction regarding the public shareholding referred to above. However, a waiver of this restriction would not normally be given except in exceptional circumstances justifying the waiver of such restriction. The Directors wish to state that they would not exercise the Share Repurchase Mandate to such extent that the public shareholding would be reduced to less than 25% of the issued share capital of the Company.

9. Share Purchases 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 date of this circular.

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PROCEDURES FOR POLL VOTING

APPENDIX II

The chairman of the meeting will put all resolutions set out in the notice of the Annual General Meeting to be voted by way of a poll pursuant to Article 74 of the Articles of Association.

On a poll, pursuant to Article 79 of the Articles of Association, subject to any special rights, privileges or restrictions as to voting from time to time attaching to any class or classes of Shares, every shareholder who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or proxy, shall have one vote for every Share of which he/she is the holder.

A shareholder present in person or by proxy or by authorised representative who is entitled to more than one vote does not have to use all his/her votes (i.e. he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (i.e. he/she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution). It is believed that in most situations, shareholders (other than nominee companies) usually cast all their votes either in favour of a resolution or against a resolution.

The poll voting slip will be distributed to shareholders or their proxies or authorized representatives upon registration of attendance at the Annual General Meeting. Shareholders who want to cast all their votes entitled may mark a “ ” in either “FOR” or “AGAINST” box corresponding to the resolution to indicate whether he/she supports that resolution. For shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the “FOR” or “AGAINST” box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the shareholder’s vote will not be counted.

After closing the poll, the Company’s Share Registrars, Tricor Friendly Limited, will scrutinize the votes counting and the poll results will be published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company’s website at www.sino.com on the same day after the Annual General Meeting.

This circular (in both English and Chinese versions) (“Circular”) has been posted on the Company’s website at www.sino.com. Shareholders who have chosen to rely on copies of the Corporate Communications (including but not limited to Annual Report, Interim Report, notice of meeting, listing document, circular and proxy form) posted on the Company’s website in lieu of any or all the printed copies thereof may request the printed copy of the Circular.

Shareholders who have chosen to receive the Corporate Communications using electronic means through the Company’s website and who for any reason have difficulty in receiving or gaining access to the Circular posted on the Company’s website will promptly upon request be sent the Circular in printed form free of charge.

Shareholders may at any time choose to change their choice of language and means of receipt (i.e. in printed form or by electronic means through the Company’s website) of all future Corporate Communications from the Company by giving reasonable notice in writing by post to the Company’s Share Registrars, Tricor Friendly Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong or by email at tst247-ecom@hk.tricorglobal.com.

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