This annual report (“Annual Report”) is available in both English and Chinese. Shareholders who have received either the English or the Chinese version of the Annual Report may request a copy in the language different from that has been received by writing to the Company’s Share Registrars, Tricor Friendly Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. The Annual Report (in both English and Chinese versions) 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, summary financial report (where applicable), interim report, summary interim report (where applicable), 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 printed copy of the Annual Report. Shareholders who have chosen or are deemed to have consented to receive the Corporate Communications using electronic means through the Company’s website and who have difficulty in receiving or gaining access to the Annual Report posted on the Company’s website will upon request be sent the Annual Report 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 notice in writing by post to the Company’s Share Registrars, Tricor Friendly Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by email at [email protected]. CONTENTS CORPORATE INFORMATION 2 NOTICE OF ANNUAL GENERAL MEETING 3 GROUP FINANCIAL SUMMARY 6 CHAIRMAN’S STATEMENT 11 BIOGRAPHICAL DETAILS OF DIRECTORS & SENIOR MANAGEMENT 21 CORPORATE GOVERNANCE REPORT 25 CORPORATE SOCIAL RESPONSIBILITY 48 RISK MANAGEMENT REPORT 54 DIRECTORS’ REPORT 61 INDEPENDENT AUDITOR’S REPORT 76 CONSOLIDATED STATEMENT OF PROFIT OR LOSS 82 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 83 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 84 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 86 CONSOLIDATED STATEMENT OF CASH FLOWS 87 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 90 DISCLOSURE PURSUANT TO RULE 13.22 OF THE LISTING RULES 201 MAJOR PROPERTIES HELD BY THE GROUP 202 PROXY FORM 1 CORPORATE INFORMATION Board of Directors Principal Bankers Robert Ng Chee Siong, Chairman Bank of China (Hong Kong) Limited Ronald Joseph Arculli, GBM, CVO, GBS, OBE, JP# Hang Seng Bank Limited Allan Zeman, GBM, GBS, JP* DBS Bank Ltd., Hong Kong Branch Adrian David Li Man-kiu, JP* The Hongkong and Shanghai Banking Corporation Limited Steven Ong Kay Eng* China Construction Bank (Asia) Corporation Limited Daryl Ng Win Kong, JP The Bank of East Asia, Limited (# Non-Executive Director) Bank of Communications, Hong Kong Branch (* Independent Non-Executive Directors) Bangkok Bank Public Company Limited Industrial and Commercial Bank of China (Asia) Limited Audit Committee Adrian David Li Man-kiu, JP, Chairman Investor Relations Contact Allan Zeman, GBM, GBS, JP Please direct enquiries to: Steven Ong Kay Eng General Manager – Corporate Finance Telephone : (852) 2734 8312 Nomination Committee Fax : (852) 2369 1236 Robert Ng Chee Siong, Chairman Email : [email protected] Allan Zeman, GBM, GBS, JP Adrian David Li Man-kiu, JP Registered Office Remuneration Committee 12th Floor, Tsim Sha Tsui Centre, Steven Ong Kay Eng, Chairman Salisbury Road, Tsim Sha Tsui, Allan Zeman, GBM, GBS, JP Kowloon, Hong Kong Adrian David Li Man-kiu, JP Telephone : (852) 2721 8388 Daryl Ng Win Kong, JP Fax : (852) 2723 5901 Website : www.sino.com Authorized Representatives Email : [email protected] Robert Ng Chee Siong Daryl Ng Win Kong, JP Share Registrars Chief Financial Officer and Company Secretary Tricor Friendly Limited Velencia Lee Level 22, Hopewell Centre, 183 Queen’s Road East, Auditor Hong Kong Deloitte Touche Tohmatsu Telephone : (852) 2980 1333 Certified Public Accountants, Hong Kong Fax : (852) 2861 1465 Email : [email protected] Solicitors Woo, Kwan, Lee & Lo Listing Information Clifford Chance Stock Code 247 Baker & McKenzie Shareholders’ Calendar Closure of Register of Members 23rd to 26th October, 2017 for entitlement to attend (both dates inclusive) and vote at Annual General Meeting Annual General Meeting 26th October, 2017 Closure of Register of Members 1st to 2nd November, 2017 for dividend entitlement (both dates inclusive) Record Date for 2nd November, 2017 final dividend entitlement Last Date for lodging 24th November, 2017 form of election 4:30 p.m. for scrip dividend Interim Dividend HK13 cents per share Paid 13th April, 2017 Final Dividend HK40 cents per share Payable 6th December, 2017 2 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Tsim Sha Tsui Properties Limited (“Company”) will be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, on Thursday, the 26th day of October, 2017 at 10:00 a.m. or as soon as the annual general meeting of Sino Land Company Limited closes, whichever is the later, for the following purposes: 1. To receive, consider and adopt the audited Financial Statements and the Directors’ and Independent Auditor’s Reports for the year ended 30th June, 2017. 2. To declare a final dividend. 3. To re-elect retiring Directors and to authorise the Board to fix the Directors’ remuneration for the financial year ending 30th June, 2018. 4. To re-appoint Deloitte Touche Tohmatsu as Auditor for the ensuing year and to authorise the Board to fix their remuneration. 5. To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions: Ordinary Resolutions (i) “THAT: (a) subject to paragraph (i)(b) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate number of shares to be bought back pursuant to the approval in paragraph (i)(a) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and (c) for the purposes of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of: (1) the conclusion of the next Annual General Meeting of the Company; (2) the expiration of the period within which the next Annual General Meeting of the Company is required by law or the articles of association of the Company to be held; and (3) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.” 3 NOTICE OF ANNUAL GENERAL MEETING (Continued) (ii) “THAT: (a) a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to allot, issue and deal with additional shares of the Company, to allot, issue or grant securities of the Company, including bonds, debentures and notes convertible into shares of the Company and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, provided that these powers of the Directors and this general mandate are in respect of and in addition to any shares which may be issued on the exercise of the subscription rights under the Company’s securities or pursuant to any scrip dividend scheme or pursuant to a rights issue or pursuant to any rights of conversion under any existing convertible bonds, debentures or notes of the Company, and provided further that these powers of the Directors and this general mandate shall be subject to the restrictions that the aggregate number of shares allotted or agreed to be allotted or issued pursuant thereto, whether by way of option or conversion or otherwise, shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing this resolution; and (b) for the purposes of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of: (1) the conclusion of the next Annual General Meeting of the Company; (2) the expiration of the period within which the next Annual General Meeting of the Company is required by law or the articles of association of the Company to be held; and (3) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.” (iii) “THAT, conditional upon the resolutions (i) and (ii) above being passed, the aggregate number of shares which are bought back by the Company under the authority granted pursuant to resolution (i) above (up to a maximum of 10% of the total number of shares of the Company in issue as at the date of this resolution) shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to resolution (ii) above.” By Order of the Board Velencia Lee Company Secretary Hong Kong, 15th September, 2017 4 NOTICE OF ANNUAL GENERAL MEETING (Continued) Notes: (a) At the Annual General Meeting, the Chairman of the Meeting will put each of the above resolutions to the vote by way of a poll.