Somerley Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 transferred all your shares in Hopewell Holdings Limited (the “Company”), you should immediately forward this circular and the accompanying form of proxy to the purchaser or transferee 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, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company 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. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this circular does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America (the “US”) or elsewhere. Unless otherwise stated, the historical fi nancial information of the HHP Group (as defi ned herein) in this circular is unaudited and may differ from the audited fi nancial information of the HHP Group which will be included in the Prospectus (as defi ned herein). Shareholders of, and prospective investors in, the securities of the Company should therefore exercise extreme caution in interpreting the information contained in this circular and when dealing in such securities. The securities of Hopewell Hong Kong Properties Limited referred to herein have not been and will not be registered under the US Securities Act (as defi ned herein), or any state securities laws of the US, and such securities may not be offered or sold in the US absent registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Hopewell Hong Kong Properties Limited does not intend to register its securities under the US Securities Act or to engage in a public offering of its securities in the US. The implementation of the Proposed Spin-off (as defi ned herein) is subject to, among others, the Stock Exchange granting approval for the listing of, and permission to deal in, all of the HHP Shares (as defi ned herein). Shareholders of, and potential investors in, the securities of the Company should therefore exercise caution when dealing in or investing in the securities of the Company.

(incorporated in Hong Kong with limited liability) (Stock Code: 54) MAJOR TRANSACTION IN RELATION TO THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF HOPEWELL HONG KONG PROPERTIES LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED; ADOPTION OF THE HHP SHARE OPTION SCHEME; AND CLOSURE OF REGISTER OF MEMBERS Independent Financial Adviser to the Independent Board Committee and to the Shareholders SOMERLEY LIMITED

A letter from the Board to the Shareholders is set out on pages 10 to 51 of this circular. A letter from the Independent Board Committee to the Shareholders, containing its advice in relation to the Proposed Spin-off, is set out on page 52 of this circular. A letter from Somerley, the Independent Financial Adviser to the Independent Board Committee and the Shareholders, containing its advice in relation to the Proposed Spin-off, is set out on pages 53 to 70 of this circular. A notice convening the EGM to be held at Auditorium, 3/F., Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on Thursday, 23 May 2013 at 2:30 p.m is set out on pages 120 to 124 of this circular. A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s registered ofﬁ ce at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so desire. Hong Kong, 6 May 2013 EXPECTED TIMETABLE

Latest time for lodging transfers of Shares to be eligible for attending and voting at the EGM ...... 4:30 p.m. on Monday, 20 May 2013

Latest time for return of proxy forms in respect of the EGM ...... 2:30 p.m. on Tuesday, 21 May 2013

Record date for determining eligibility to attend and vote at the EGM ...... Thursday, 23 May 2013

EGM...... 2:30 p.m. on Thursday, 23 May 2013

Last day for dealing in Shares on a cum-entitlement basis to the Preferential Offering ...... Friday, 24 May 2013

First day for dealing in Shares on an ex-entitlement basis to the Preferential Offering ...... Monday, 27 May 2013

Latest time for lodging transfers of Shares to qualify for the Preferential Offering (Note)...... 4:30 p.m. on Tuesday, 28 May 2013

Record Date for determining the entitlement to the Preferential Offering (Note)...... Wednesday, 29 May 2013

The indicative times above refer to Hong Kong local time and may be subject to further changes when the timetable for the Proposed Spin-off is ﬁ nalised. Further announcement(s) will be made as and when necessary.

Note: The Board may determine another date for the closure of the register of members of the Company in order to determine entitlements under the Preferential Offering, in which case a further announcement will be made to inform the Shareholders.

— i — CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 10

LETTER FROM THE INDEPENDENT BOARD COMMITTEE ...... 52

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ...... 53

APPENDIX I — FINANCIAL INFORMATION OF THE GROUP...... 71

APPENDIX II — PROPERTY VALUATION ...... 73

APPENDIX III — SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME ...... 105

APPENDIX IV — GENERAL INFORMATION...... 115

NOTICE OF EXTRAORDINARY GENERAL MEETING ...... 120

— ii — DEFINITIONS

In this circular, the following expressions bear their respective meanings unless the context otherwise requires:

DEFINITIONS

“200 Queen’s Road East Project” formerly known as the “Lee Tung Street Project”, a URA redevelopment project with residential, commercial and government, institution or community elements situated at Lee Tung Street/McGregor Street, Wan Chai, Hong Kong and developed through a 50:50 joint venture between, (i) as of the Latest Practicable Date, the Group and Sino Land and (ii) upon Listing, the HHP Group and Sino Land, the residential portion of which is known as “The Avenue”, and the retail portion of which is known as “Avenue Walk”

“Amalgamation Properties” individual units in several sites in Hong Kong which are being assembled for amalgamation by the HHP Group

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Assured Entitlement” the entitlement of the Qualifying Shareholders to apply for the Reserved Shares on an assured basis under the Preferential Offering to be determined on the basis of their respective shareholdings in the Company at 4:30 p.m. on the Record Date

“BLUE Application Form(s)” the application form(s) to be sent to Qualifying Shareholders to subscribe for the Reserved Shares pursuant to the Preferential Offering

“Blue Form eIPO” the application for Reserved Shares to be issued in a Qualifying Shareholder’s own name by submitting applications online through the designated website of Blue Form eIPO at www.eipo.com.hk

“Board” the board of directors of the Company

“Boyen Investments” Boyen Investments Limited, a company incorporated in the British Virgin Islands with limited liability on 8 January 2013, the entire equity interest of which is indirectly held by the Company through its wholly-owned subsidiary, Novel Spring

“Buildings Department” the Buildings Department of the Hong Kong Government

— 1 — DEFINITIONS

“Capitalisation Issue” the issue of HHP Shares to Boyen Investments credited as fully paid up subject to and simultaneous with the completion of the Global Offering by way of capitalisation of the entire amount of the net outstanding intra-group loans owing by the companies within the HHP Group to the Remaining Group as at the date of such issue less the amount (if any) owing by the companies within the HHP Group to the Remaining Group to be repaid by the application of part of the net proceeds from the Global Offering, such HHP Shares to rank pari passu in all respects with the existing HHP Shares then in issue

“carrying amount” has the meaning ascribed to it under Rule 5.01(1) of the Listing Rules

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“Company” Hopewell Holdings Limited, a company incorporated in Hong Kong with limited liability and whose Shares are listed on the Main Board of the Stock Exchange (stock code: 54)

“controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Deed of Non-competition” the deed of non-competition proposed to be entered into by the Company in favour of Hopewell HK Properties, details of which are set out in the section headed “Non-competition undertaking” below

“Development Agreement” the development agreement entered into between Grand Site and the URA in respect of the 200 Queen’s Road East Project

“Director(s)” director(s) of the Company

“DTZ Debenham Tie Leung DTZ Debenham Tie Leung Limited, an independent ﬁ rm of Limited” or “DTZ” professional property valuer not connected to the Group

“EGM” the extraordinary general meeting of the Company to be held on Thursday, 23 May 2013 for the purpose of approving the Proposed Spin-off and the adoption of the HHP Share Option Scheme

“Eligible Employee” a full-time employee of either (i) the HHP Group (including a full- time secondee to the HHP Group) or (ii) the Group (including the HHI Group but excluding the HHP Group) and who (a) is at least 18 years of age; (b) has a Hong Kong address and is a holder of a Hong Kong Identity Card; (c) remains as a full-time employee of either the HHP Group (including a full-time secondee to the HHP Group (if applicable)) or the Group (including the HHI Group but excluding the HHP Group), and is not on probation, as at a date to be determined by the HHP Board; (d) has not tendered his/her resignation or been given notice of termination of employment for any reason other than redundancy or retirement on or before a date to be determined by the HHP Board; and (e) is neither an, nor an associate of an, existing beneﬁ cial owner of the HHP Shares or of shares of any of the subsidiaries of Hopewell HK Properties

— 2 — DEFINITIONS

“Employee Preferential Offering” the preferential offering of the Employee Reserved Shares to the Eligible Employees for subscription at the Offer Price on a preferential basis as to allocation only

“Employee Reserved Shares” the Offer Shares available under the Global Offering to be offered pursuant to the Employee Preferential Offering and which are to be allocated out of the Hong Kong Offer Shares

“FY2012” the ﬁ nancial year ended 30 June 2012

“GFA” the area contained within the external walls of the building measured at each fl oor level (including any fl oor below ground level) including the overall area of any balcony and the thickness of the external walls of the building, which in general excludes any area which has been disregarded as constituting gross fl oor area by the Buildings Department

“Global Offering” the Hong Kong Public Offering and the International Offering

“GRA” the area of a property as determined by Hopewell HK Properties at any given time to be rentable with the inclusion of its apportioned share of common or service areas used in common for the property as a whole and also those areas used for ancillary purposes in relation to the management and care-taking of the property (excluding area of car parking spaces)

“Grand Site” Grand Site Development Limited, a joint venture project company incorporated in Hong Kong with limited liability on 3 September 2008, which is held in equal shares by Linford and Mega Sino, and being the developer of the 200 Queen’s Road East Project

“Grand Site Shareholders’ a shareholders’ agreement dated 30 April 2010 and entered into Agreement” between Linford, Mega Sino, the Company, Sino Land and Grand Site to regulate the management and activities of Grand Site

“Group” the Company and its subsidiaries from time to time (including the HHP Group and the HHI Group)

“HHI Group” Hopewell Highway and its subsidiaries and jointly controlled entities from time to time

“HHP Articles of Association” the Articles of Association of Hopewell HK Properties (as amended from time to time), conditionally adopted and to become effective on the Listing Date

“HHP Board” the board of directors of Hopewell HK Properties

“HHP Controlling Shareholders” the Company, Novel Spring and Boyen Investments

“HHP Director(s)” the director(s) of Hopewell HK Properties

— 3 — DEFINITIONS

“HHP Group” Hopewell HK Properties and its subsidiaries from time to time (including companies which will become its subsidiaries at the time of Listing)

“HHP Group Businesses” the principal businesses engaged by the HHP Group, which comprise the businesses of property development and investment, property related services and hospitality businesses, in each case, in Hong Kong

“HHP Share Option Scheme” the share option scheme proposed to be adopted by Hopewell HK Properties, a summary of the principal terms of which are set out in Appendix III to this circular

“HHP Shareholder(s)” holder(s) of HHP Shares

“HHP Shares” ordinary shares in the share capital of Hopewell HK Properties

“HIBOR” Hong Kong Interbank Offered Rate

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“HKD Revolving Facility” a HK$7.0 billion revolving facility obtained by the Remaining Group from a syndicate of banks which is guaranteed by the Company and bears an interest rate of HIBOR plus 0.32% per annum and with a maturity date in September 2014

“HKSCC” Hong Kong Securities Clearing Company Limited

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Government” the Government of Hong Kong

“Hong Kong Offer Shares” the new HHP Shares (subject to reallocation) to be initially offered by Hopewell HK Properties for subscription at the Offer Price pursuant to the Hong Kong Public Offering

“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares to the public in Hong Kong for subscription at the Offer Price

“Hopewell Highway” Hopewell Highway Infrastructure Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock codes: 737 (Hong Kong dollar counter) and 80737 (Renminbi counter)) and is held as to approximately 68.1% by the Company as at the Latest Practicable Date

“Hopewell HK Properties” Hopewell Hong Kong Properties Limited, an exempted company incorporated in the Cayman Islands with limited liability on 23 January 2013

“Independent Board Committee” the independent board committee comprising four out of ﬁ ve of the Company’s independent non-executive Directors, namely Mr. Guy Man Guy WU, Ms. Linda Lai Chuen LOKE, Mr. Sunny TAN and Dr. Gordon YEN, formed to advise the Shareholders on the Proposed Spin-off

— 4 — DEFINITIONS

“Independent Third Party” in relation to a company, an individual or a company who is not connected with (within the meaning of the Listing Rules) any directors, chief executive or substantial shareholders of such company, its subsidiaries or any of their respective associates

“International Offer Shares” the new HHP Shares (subject to reallocation and the Over- allotment Option) to be initially offered by Hopewell HK Properties for subscription pursuant to the International Offering

“International Offering” the offering of the International Offer Shares (i) in the United States to QIBs in reliance on Rule 144A under the US Securities Act, or another available exemption from the registration requirements of the US Securities Act or (ii) outside the United States in offshore transactions in accordance with Regulation S, for subscription or purchase (as the case may be) at the Offer Price, in each case on and subject to the terms and conditions of the underwriting agreement relating to the International Offering

“KITEC” Kowloonbay International Trade & Exhibition Centre, located at 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong

“Latest Practicable Date” 1 May 2013, being the latest practicable date prior to the ﬁ nalisation of this circular in relation to the Proposed Spin-off for the purpose of ascertaining certain information contained in this circular

“Linford” Linford Investments Limited, a company incorporated in the British Virgin Islands with limited liability on 8 August 2008 and is indirectly held as to 100% by the Company as at the Latest Practicable Date and by Hopewell HK Properties upon Listing

“Listing” the listing of the HHP Shares on the Main Board of the Stock Exchange

“Listing Date” the date on which the HHP Shares are to be listed on the Main Board of the Stock Exchange and from which dealings in the HHP Shares are permitted to commence on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“marketable title” a title which is saleable by appropriate special condition in the agreement for sale and purchase, making full disclosure of all the title issues or circumstances of the relevant property

“Minimum Pre-money the minimum Pre-money Equity Valuation required to be achieved Equity Valuation” immediately prior to completion of the Global Offering, being HK$22.0 billion and the failing of which, the Proposed Spin-off will not proceed

— 5 — DEFINITIONS

“Mega Sino” Mega Sino Limited, an indirect wholly-owned subsidiary of Sino Land

“Miu Kang Property” the units of Miu Kang Terrace acquired and held by the Remaining Group

“Miu Kang Terrace” the property located at No. 53 Ship Street and Nos. 1–5 Schooner Street, Wan Chai, Hong Kong, and which is immediately adjacent to the Nam Koo Property

“Nam Koo Property” the property located at No. 55 Ship Street and Nos. 1, 1A, 2, 3 and 4, Hillside Terrace, Wan Chai, Hong Kong

“Non-Qualifying Shareholders” Overseas Shareholders whose names appear in the register of members of the Company at 4:30 p.m. on the Record Date and whose addresses as shown in such register are in any of the Specifi ed Territories and any Shareholders or any benefi cial owners of Shares whose Shares are registered, as shown in the register of members of the Company, in the name of a registered Shareholder, at that time who are otherwise known by the Company to be resident in any of the Specifi ed Territories

“Novel Spring” Novel Spring Limited, a company incorporated in the British Virgin Islands with limited liability on 9 January 2013, a direct wholly-owned subsidiary of the Company

“Offer Price” the ﬁ nal offer price per Offer Share (exclusive of brokerage fee, SFC transaction levy and Stock Exchange trading fee), at which the HHP Shares are to be issued or sold pursuant to the Global Offering

“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares (including, for the avoidance of doubt, the Employee Reserved Shares and the Reserved Shares), together with, where relevant, the HHP Shares (if any) to be sold by Boyen Investments pursuant to the exercise of the Over-allotment Option

“Outstanding Borrowings” the amount drawn under the HKD Revolving Facility by the Group and utilised by the HHP Group and accounted for as bank borrowings by the HHP Group, the amount of which as at 31 March 2013 was approximately HK$3.7 billion

“Over-allotment Option” the option expected to be granted by Boyen Investments to the underwriters under the International Offering, exercisable by the appointed joint global coordinators or one of them under the Global Offering (on behalf of such underwriters), pursuant to which Boyen Investments may be required to sell up to 15% of the number of Offer Shares to be initially offered under the Global Offering at the Offer Price

— 6 — DEFINITIONS

“Overseas Shareholders” in respect of the Preferential Offering, registered holders of Shares whose addresses on the register of members of the Company are outside Hong Kong

“Overseas Territories” Australia, Belgium, Canada, the PRC, Macau, Malaysia, New Zealand, the Republic of Korea, Singapore, Taiwan, the United Kingdom and the United States

“PN15” Practice Note 15 to the Listing Rules

“PN15 Submission” the submission made by the Company to the Stock Exchange pursuant to PN15

“PRC” the People’s Republic of China, which excludes, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Pre-money Equity Valuation” the equity valuation of Hopewell HK Properties immediately prior to completion of the Global Offering, which is to be calculated by multiplying (i) the total number of Shares in issue immediately upon completion of the Global Offering less the Offer Shares (excluding such Offer Shares which may be sold pursuant to the exercise of the Over-allotment Option) by (ii) the Offer Price

“Preferential Offering” the preferential offering of the Reserved Shares to the Qualifying Shareholders for subscription at the Offer Price on an assured and preferential basis as to allocation only

“Proposed Spin-off” the proposed spin-off of Hopewell HK Properties by way of a separate listing of the HHP Shares on the Main Board of the Stock Exchange

“Prospectus” the prospectus to be issued by Hopewell HK Properties in relation to the Global Offering

“Public Float Waiver” the application made by Hopewell HK Properties to the Stock Exchange to request the Stock Exchange to exercise its discretion under Rule 8.08(1)(d) of the Listing Rules to allow a minimum of 15% of the issued share capital of Hopewell HK Properties to be held by the public from time to time

“QIB(s)” qualiﬁ ed institutional buyer(s) within the meaning of Rule 144A

“Qualifying Shareholder(s)” Shareholder(s), other than the Non-Qualifying Shareholders, whose name(s) appear(s) in the register of members of the Company at 4:30 p.m. on the Record Date

— 7 — DEFINITIONS

“Record Date” 29 May 2013 (or such later date as may be determined and announced by the Company), being the record date for determining the Assured Entitlement of the Qualifying Shareholders to the HHP Shares

“Refi nancing Facility” a loan facility of an aggregate principal amount of HK$4,000 million expected to be obtained by the HHP Group from a fi nancial institution for the purposes of fi nancing the repayment of the Outstanding Borrowings

“Regulation S” Regulation S under the US Securities Act, as amended or supplemented from time to time

“Remaining Group” the Group excluding the HHP Group and the HHI Group

“Remaining Group Businesses” the principal businesses engaged by the Remaining Group, which comprise the businesses of property development and investment, property related services and hospitality and power in the PRC

“Reserved Shares” the Offer Shares available under the Global Offering to be offered by Hopewell HK Properties to the Qualifying Shareholders pursuant to the Preferential Offering as Assured Entitlement

“Restricted Business” (i) property investment in Hong Kong, comprising property letting, agency and management in Hong Kong; (ii) hotel, restaurant and catering operations in Hong Kong, comprising ownership and management of hotels in Hong Kong, restaurant operations in Hong Kong and food catering in Hong Kong; and (iii) property development in Hong Kong, comprising the development and sale of properties in Hong Kong, property under development in Hong Kong and project management for properties in Hong Kong

“Rule 144A” Rule 144A under the US Securities Act

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modiﬁ ed from time to time

“Share(s)” ordinary share(s) of HK$2.50 each in the share capital of the Company

“Shareholder(s)” the shareholder(s) of the Company

“Sino Land” Sino Land Company Limited, a company incorporated in Hong Kong with limited liability on 5 January 1971 and whose shares are listed on the Main Board of the Stock Exchange (stock code: 83) and is an Independent Third Party of Hopewell HK Properties

— 8 — DEFINITIONS

“Somerley” or “Independent Somerley Limited, a corporation licensed to carry on Type 1 Financial Adviser” (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate ﬁ nance) and Type 9 (asset management) regulated activities under the SFO and is the independent ﬁ nancial adviser to the Independent Board Committee and the Shareholders in connection with the Proposed Spin-off

“Speciﬁ ed Territories” in respect of the Preferential Offering, Canada, Malaysia, New Zealand, Singapore, the United Kingdom, the United States, Australia (if the number of Overseas Shareholders with registered addresses in Australia as at the Record Date is more than 20), Belgium (if the number of Overseas Shareholders with registered addresses in Belgium as at the Record Date is 100 or more), the PRC (if the number of Overseas Shareholders with registered addresses in the PRC as at the Record Date is more than 200), and the Republic of Korea (if the number of Overseas Shareholders with registered addresses in the Republic of Korea as at the Record Date is 50 or more) and such other countries where the addresses of Overseas Shareholders as shown in the register of members of the Company at 4:30 p.m. on the Record Date are shown to be there and which the Board may from time to time decide that such Overseas Shareholders shall be excluded on the basis permitted under Rule 13.36(2) of the Listing Rules

“sq. ft.” square feet

“Stock Borrowing Agreement” the stock borrowing agreement expected to be entered into between Boyen Investments and the stabilising manager to be appointed in connection with the Global Offering, pursuant to which Boyen Investments will agree to lend to the stabilising manager such number of HHP Shares which are equivalent to up to 15% of the number of HHP Shares to be initially offered under the Global Offering

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Unexposed Amalgamation the Amalgamation Properties other than the “Exposed Properties” Amalgamation Properties” (as deﬁ ned in the section headed “Letter from the Board — Amalgamation Properties” below)

“URA” the Urban Renewal Authority in Hong Kong

“US” or “United States” the United States of America, its territories and possessions, any State of the United States and the District of Columbia

“US Securities Act” the United States Securities Act of 1933, as amended or supplemented from time to time and the rules and regulations promulgated under it

“%” per cent

— 9 — LETTER FROM THE BOARD

(incorporated in Hong Kong with limited liability) (Stock Code: 54)

Executive Directors: Registered Ofﬁ ce: Sir Gordon Ying Sheung WU GBS, KCMG, FICE 64th Floor, Hopewell Centre (Chairman) 183 Queen’s Road East Mr. Eddie Ping Chang HO Wan Chai, Hong Kong (Vice Chairman) Mr. Thomas Jefferson WU (Managing Director) Mr. Josiah Chin Lai KWOK (Deputy Managing Director) Mr. Albert Kam Yin YEUNG Mr. Eddie Wing Chuen HO Junior Mr. William Wing Lam WONG Ir. Leo Kwok Kee LEUNG

Non-executive Directors: Lady WU Ivy Sau Ping KWOK JP Mr. Carmelo Ka Sze LEE

Independent Non-executive Directors: Mr. Guy Man Guy WU Ms. Linda Lai Chuen LOKE Mr. Sunny TAN Dr. Gordon YEN Mr. Ahito NAKAMURA

6 May 2013

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF HOPEWELL HONG KONG PROPERTIES LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED; ADOPTION OF THE HHP SHARE OPTION SCHEME; AND CLOSURE OF REGISTER OF MEMBERS

— 10 — LETTER FROM THE BOARD

1. INTRODUCTION

Reference is made to the announcements of the Company dated 8 February 2013, 3 May 2013 and 6 May 2013 in relation to the Proposed Spin-off.

On 14 January 2013, the Company submitted a spin-off proposal to the Stock Exchange pursuant to PN15 in relation to the Proposed Spin-off. The Stock Exchange has granted approval on the PN15 Submission on 6 February 2013 and conﬁ rmed that the Company may proceed with the Proposed Spin-off.

On 8 February 2013, Hopewell HK Properties submitted a listing application (Form A1) to the Stock Exchange for the listing of, and permission to deal in, the HHP Shares in issue and to be issued under the Global Offering and any HHP Shares which may fall to be issued upon the exercise of the options which may be granted under the HHP Share Option Scheme, on the Main Board of the Stock Exchange.

The purposes of this circular are:

(1) to provide Shareholders with information on, (i) the background to, the reasons for, and the beneﬁ ts and effects of, the Proposed Spin-off and such other information relating to the Proposed Spin-off as is required by the Listing Rules; (ii) the Preferential Offering; (iii) the Employee Preferential Offering; and (iv) the proposed adoption of the HHP Share Option Scheme;

(2) to set out the letter of advice from the Independent Board Committee containing its view as to whether the terms of the Proposed Spin-off are fair and reasonable and whether the Proposed Spin-off is in the interests of the Company and the Shareholders as a whole and in relation to voting in respect of the Proposed Spin-off at the EGM;

(3) to set out the letter of advice from the Independent Financial Adviser containing its recommendation to the Independent Board Committee and the Shareholders as to whether the terms of the Proposed Spin-off are fair and reasonable and whether the Proposed Spin-off is in the interests of the Company and the Shareholders as a whole and its advice to the Shareholders regarding how to vote at the EGM in respect of the Proposed Spin-off; and

(4) to give the Shareholders notice of the EGM at which ordinary resolutions will be proposed for the Shareholders to consider and, if thought ﬁ t, approve the Proposed Spin-off (provided that the Minimum Pre-money Equity Valuation of HK$22 billion is achieved), and the transactions related thereto and the adoption of the HHP Share Option Scheme.

Shareholders and potential investors of the Company should note that the Proposed Spin-off and the Global Offering are subject to, among others, the ﬁ nal decision of the Board and the HHP Board and the approvals from the Shareholders and the Stock Exchange, and may or may not proceed. Accordingly, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in or investing in the securities of the Company.

— 11 — LETTER FROM THE BOARD

THE PROPOSED SPIN-OFF

The Proposed Spin-off is expected to be effected by way of a Global Offering which will comprise the Hong Kong Public Offering and the International Offering, and a separate listing of the HHP Shares on the Main Board of the Stock Exchange.

The Hong Kong Public Offering will be open to members of the public and institutional and professional investors in Hong Kong. The International Offering will be selectively marketed to QIBs in the United States in reliance on an exemption from registration under the US Securities Act provided by, and in accordance with the restrictions of, Rule 144A under the US Securities Act as well as institutional and professional investors and other investors in Hong Kong and other jurisdictions outside the United States in accordance with Regulation S.

A portion of the HHP Shares available under the International Offering will be made available to the Qualifying Shareholders for subscription under the Preferential Offering. Please refer to the section headed “Letter from the Board — Preferential Offering” below for more details.

A portion of the HHP Shares available under the Hong Kong Public Offering will be made available to the Eligible Employees for subscription under the Employee Preferential Offering. Please refer to the section headed “Letter from the Board — Employee Preferential Offering” below for more details.

It is also expected that the Over-allotment Option will be granted by Boyen Investments to the underwriters under the International Offering. Please refer to the section headed “Letter from the Board — Over-allotment Option” below for more details.

Hopewell HK Properties has applied to the Stock Exchange to request the Stock Exchange to exercise its discretion under Rule 8.08(1)(d) of the Listing Rules to allow a minimum of 15% (instead of 25%) of the total issued share capital of Hopewell HK Properties to be held by the public from time to time. Assuming that the Public Float Waiver is granted, immediately after completion of the Proposed Spin-off (before the exercise of the Over-allotment Option and excluding any HHP Shares which may fall to be issued upon the exercise of the options which may be granted under the HHP Share Option Scheme), Hopewell HK Properties will have a public ﬂ oat of not less than 15% of its enlarged issued share capital.

The Proposed Spin-off will proceed only if the conditions set out in the section headed “Letter from the Board — Conditions of the Proposed Spin-off” below are satisﬁ ed and the Minimum Pre-money Equity Valuation of HK$22 billion is achieved.

Subject to the approval of the listing of, and granting of the permission to deal in, the HHP Shares on the Main Board of the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the HHP Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Shares will continue to be listed on the Main Board of the Stock Exchange after the implementation of the Proposed Spin-off.

— 12 — LETTER FROM THE BOARD

Over-allotment Option

In connection with the Global Offering, Boyen Investments is expected to grant the Over-allotment Option to the underwriters under the International Offering, exercisable by the appointed joint global coordinators under the Global Offering (on behalf of such underwriters), pursuant to which Boyen Investments may be required to sell HHP Shares representing up to 15% of the number of Offer Shares initially available under the Global Offering at the Offer Price to, among others, cover over-allocations in the International Offering, if any. Accordingly, the exercise of the Over-allotment Option will not involve the issue of any additional new HHP Shares by Hopewell HK Properties and as such, the total issued share capital of Hopewell HK Properties will be the same even if the Over-allotment Option is exercised.

Proceeds obtained from the sale of the HHP Shares by Boyen Investments pursuant to the exercise of the Over-allotment Option will be applied towards general working capital and corporate purposes of the Remaining Group.

Immediately after completion of a reorganisation prior to the Proposed Spin-off, Boyen Investments will become the immediate controlling shareholder of Hopewell HK Properties. Further details are set out in the section headed “Letter from the Board — Shareholding effects of the Proposed Spin-off” below.

Lock-up

The Company, as the ultimate controlling shareholder of Hopewell HK Properties, as well as Novel Spring and Boyen Investments, will be subject to restrictions on disposal of the HHP Shares. Except pursuant to the Over-allotment Option and the Stock Borrowing Agreement, the HHP Controlling Shareholders collectively, shall not (i) in the period commencing on the date as speciﬁ ed in the Prospectus and ending on the date which is six months from the Listing Date, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the HHP Shares which are shown by the Prospectus to be beneﬁ cially owned by the HHP Controlling Shareholders collectively; and (ii) in the period of six months commencing on the date of which the period referred to in (i) above expires, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the securities of Hopewell HK Properties referred to in (i) above if, immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, the HHP Controlling Shareholders collectively would cease to be entitled to exercise or control the exercise of 30% of the voting power at general meetings of Hopewell HK Properties.

Shareholding effects of the Proposed Spin-off

Shareholding structure of the HHP Group prior to the Proposed Spin-off

As at the Latest Practicable Date, the entire equity interest of Hopewell HK Properties was held indirectly by the Company.

Members of the Group will undergo a reorganisation prior to the Proposed Spin-off, pursuant to which Hopewell HK Properties will become the holding company of the HHP Group and will hold through its relevant subsidiaries, among others, the properties listed out in the tables under the section headed “Letter from the Board — Business overview of the HHP Group” below. The following chart sets out the simpliﬁ ed shareholding structure of the HHP Group after completion of such reorganisation and before completion of the Proposed Spin-off:

— 13 — LETTER FROM THE BOARD

After completion of such reorganisation and before completion of the Proposed Spin-off (Note 3) (Note 3) (HK) (BVI) GardenEast Limited Singway (B.V.I.) Company Limited 100% (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK) (HK JV) QRE Plaza Limited International Trademart Company Limited Banbury Investments Limited Grand Site Development Limited Hopewell Real Estate Agency Limited Hopewell Property and Facility Management Limited IT Catering and Services Limited Hopewell Hotels Management Limited HOPEC Engineering Design Limited Exgratia Company Limited Hopewell Hospitality Management Limited Kowloon Panda Hotel Limited Music Zone Company Limited Wetherall Investments Limited 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% (Note 3) (Note 2&3) (Note 2&3) (Note 2&3) (HK) (HK) (HK) (HK) (HK) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) . Procelain Properties Ltd Hopewell Hitec (B.V.I.) Limited Gold Cascade Limited Elite Will Enterprises Limited Vibo Limited Kowloon Panda Hotel (B.V.I.) Limited Grand Lyton Limited Linford Investments Limited Hopewell Asset Management Limited Oasis Castle Holdings Limited Wetherall Investments (B.V.I.) Limited Hopewell Project Development Limited A total of 58 BVI companies 2 HK companies 1 HK company 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) Lepanto Ventures Limited Ever Urban Limited Kinghill Investment Limited Firstco Enterprises Limited Goldmax Resources Limited Praise Ever Investments Limited 100% 100% 100% 100% 100% 100% (BVI) (BVI) (BVI) HHP Finance Limited Tactics Ace Limited Strategy Key Limited 100% 100% 100% (HK) (BVI) (BVI) (Cayman Islands) 100% 100% 100% Hopewell Hong Kong Properties Limited Hopewell Holdings Limited Boyen Investments Limited Novel Spring Limited

Notes:

1. The other shareholder of Grand Site holding the other 50% of its entire issued share capital is Mega Sino, a wholly-owned subsidiary of Sino Land. 2. Such companies were established for the purposes of, amongst others, holding properties for the purpose of site amalgamation. 3. Such companies directly hold the Group’s property interests.

— 14 — LETTER FROM THE BOARD

Shareholding structure of the HHP Group upon completion of the Proposed Spin-off

The number of HHP Shares which will initially be available under the Global Offering is expected to represent between 15% to 30% of the total number of HHP Shares in issue immediately following completion of the Global Offering.

On the basis that the number of HHP Shares which will initially be available under the Global Offering represents 15% of the total number of HHP Shares in issue immediately following completion of the Global Offering, the Company’s equity interest in Hopewell HK Properties will be reduced to 85% (assuming the Over-allotment Option is not exercised) or to 82.8% (assuming the Over-allotment Option is exercised in full) immediately following completion of the Global Offering.

On the basis that the number of HHP Shares which will initially be available under the Global Offering represents 30% of the total number of HHP Shares in issue immediately following completion of the Global Offering, the Company’s equity interest in Hopewell HK Properties will be reduced to 70% (assuming the Over-allotment Option is not exercised) or to 65.5% (assuming the Over-allotment Option is exercised in full) immediately following completion of the Global Offering.

The following chart sets out the simpliﬁ ed shareholding structure of the HHP Group immediately following completion of the Proposed Spin-off (before the exercise of the Over-allotment Option):

Immediately following completion of the Proposed Spin-off

The Company

100% (Note 1)

Boyen Investments Qualifying Others Shareholders 70% (Note 2) 1.6% (Note 2) 28.4% (Note 2)

HHP Group

Notes: (1) The Company’s interest in Boyen Investments is held through its direct wholly-owned subsidiary, Novel Spring.

(2) The percentage of the HHP Shares held by each of Boyen Investments, the Qualifying Shareholders and the other holders of the HHP Shares (which include the Eligible Employees, who have successfully applied for the Employee Reserved Shares) is based on the assumption that (i) the number of issued Shares as of the Latest Practicable Date, being 875,132,521, will remain at 4:30 p.m. on the Record Date such that the number of Reserved Shares available for subscription under the Preferential Offering would be 35,005,300 and based on the Assured Entitlement’s allocation basis of 1 Reserved Share for every integral multiple of 25 Shares held by the Qualifying Shareholders, further details of which are disclosed in the section headed “Letter from the Board — Preferential Offering” below; (ii) the Reserved Shares under the Preferential Offering will be subscribed by the Qualifying Shareholders in full; (iii) a maximum of approximately 30% of the HHP Shares are offered pursuant to the Global Offering (before the exercise of the Over-allotment Option); and (iv) the total number of HHP Shares in issue immediately upon completion of the Global Offering less the Offer Shares (excluding such Offer Shares which may be sold pursuant to the exercise of the Over-allotment Option) will be 1,500,000,000.

Hopewell HK Properties may reduce the percentage of the HHP Shares available under the Global Offering to less than 30% of the total number of the HHP Shares in issue following the Global Offering but in any event not less than 15% of its shares taking into account the Reserved Shares and the Employee Reserved Shares available under the Global Offering (assuming that the Public Float Waiver is granted).

— 15 — LETTER FROM THE BOARD

The following chart sets out the simpliﬁ ed shareholding structure of the HHP Group immediately following completion of the Proposed Spin-off (assuming that the Over-allotment Option is exercised in full):

Immediately following completion of the Proposed Spin-off

The Company

100% (Note 1)

Boyen Investments Qualifying Others Shareholders 65.5% (Note 2) 1.6% (Note 2) 32.9% (Note 2)

HHP Group

Notes: (1) The Company’s interest in Boyen Investments is held through its direct wholly-owned subsidiary, Novel Spring.

(2) The percentage of the HHP Shares held by each of Boyen Investments, the Qualifying Shareholders and the other holders of the HHP Shares (such holders include all Eligible Employees, who have successfully applied for the Employee Reserved Shares) is based on the assumption that (i) the number of issued Shares as of the Latest Practicable Date, being 875,132,521, will remain at 4:30 p.m. on the Record Date such that the number of Reserved Shares available for subscription under the Preferential Offering would be 35,005,300 and based on the Assured Entitlement’s allocation basis of 1 Reserved Share for every integral multiple of 25 Shares held by the Qualifying Shareholders, further details of which are disclosed in the section headed “Letter from the Board — Preferential Offering” below; (ii) the Reserved Shares under the Preferential Offering will be subscribed by the Qualifying Shareholders in full; (iii) a maximum of approximately 34.5% of the HHP Shares are offered pursuant to the Global Offering (assuming that the Over-allotment Option is exercised in full); and (iv) the total number of HHP Shares in issue immediately upon completion of the Global Offering less the Offer Shares (excluding such Offer Shares which may be sold pursuant to the exercise of the Over-allotment Option) will be 1,500,000,000.

Hopewell HK Properties may reduce the percentage of the HHP Shares available under the Global Offering to less than 30% of the total number of HHP Shares in issue following the Global Offering but in any event not less than 15% of its shares taking into account the Reserved Shares and the Employee Reserved Shares available under the Global Offering (assuming that the Public Float Waiver is granted).

Business overview of the HHP Group

The HHP Group is one of the leading developers, owners and operators of high quality properties in Hong Kong. It has a highly recognised brand, symbolising quality, innovation and excellence, and a well established track record of over 40 years in creating shareholder value through developing projects in prime locations with high redevelopment and signiﬁ cant growth potential in Hong Kong. The HHP Group has three main business segments:

• property investment, comprising property letting, agency and management;

• hotel, restaurant and catering operation, comprising hotel ownership and management, restaurant operations and food catering; and

• property development, comprising the development and/or sale of properties, property under development and project management.

— 16 — LETTER FROM THE BOARD

The key investment properties of the HHP Group include Hopewell Centre and KITEC. Hopewell Centre is the iconic fl agship property of Hopewell HK Properties and is part of its complementary cluster of properties in Wan Chai. These properties have undergone numerous enhancements over the years, which have allowed them to retain their quality tenants and to attract new tenants, such as leading multi-national corporations and fi nancial services fi rms. KITEC, a large scale multi-purpose commercial complex of the HHP Group, is located in the emerging Kowloon East district and is the only convention and exhibition centre in Kowloon. It is home to the KITEC offi ce, the E-Max shopping mall, the Star Hall and “Music Zone” concert venues. Because of its spacious facilities and wide variety of value-added options, KITEC has enjoyed high occupancy rates and is poised to become an even stronger entertainment hub.

The hotel, restaurant, and catering operation of the HHP Group includes Panda Hotel, a full-service hotel with a large selection of contemporary design rooms targeting a wide variety of guests and its successful catering and restaurant businesses. Recent property developments of the HHP Group include Broadwood Twelve, its luxury apartments available for sale, the majority of which have successfully been sold.

The two projects of the Group currently under development consist of Hopewell Centre II and the 200 Queen’s Road East Project, which are expected to be completed in 2018 and 2015, respectively, and that has been/will be prior to the Listing be injected into the HHP Group. Hopewell Centre II is expected to be a 55-storey mixed-use development which will be interconnected with Hopewell Centre and become one of the largest hotels in Hong Kong (in terms of number of rooms) with comprehensive conference facilities. The 200 Queen’s Road East Project is a URA redevelopment project comprising residential, retail and public-use elements in Wan Chai. The Group believes that these development projects will contribute signiﬁ cantly to the HHP Group’s continued business expansion.

In the event that the Proposed Spin-off or other equity fund raising exercises could not proceed, the Group may have to ﬁ nance its existing projects mentioned above by additional borrowings, which would further increase the gearing position of the Group.

— 17 — LETTER FROM THE BOARD

Overview of completed property

The table below shows the GFA, GRA and other information of the properties in the HHP Group’s completed property portfolio as at 31 March 2013:

Property Approximate Approximate Number Number of Attributable Tenure of valuation as GFA GRA Number of of serviced car parking to the Group leasehold Year at 31 March 2013 Name of property (in sq. ft.) (in sq. ft.) hotel rooms apartments spaces (%) expiry completed (HK$ million)

WAN CHAI

Hopewell Centre 840,692 809,609 100% 1985-2135 1983 12,720.0 Ofﬁ ce N/A 637,343 N/A N/A N/A 9,772.0 Retail N/A 172,266 N/A N/A N/A 2,730.0 Car park N/A N/A N/A N/A 300 218.0 Wu Chung House(1) 17,674 17,738 100% 1992-2047 1993 530.6 Retail 17,674 17,738 N/A N/A N/A 457.0 Car park N/A N/A N/A N/A 80 73.6 GardenEast 96,576 110,852 100% 1855-2854 2008 1,862.0 Serviced apartment N/A 104,400 N/A 216 N/A 1,709.0 Retail N/A 6,452 N/A N/A N/A 153.0 QRE Plaza 77,033 79,541 100% 1863-2841 2007 1,152.0 Retail 77,033 79,541 N/A N/A N/A 1,152.0

KOWLOON EAST

KITEC and E-Max 1,774,555 1,753,238 100% 1987-2047 1996 9,345.0 Ofﬁ ce N/A 668,536 N/A N/A N/A 3,594.0 Retail N/A 842,544 N/A N/A N/A 4,206.0 Convention and exhibition N/A 242,158 N/A N/A N/A 1,129.0 Car park N/A N/A N/A N/A 763 416.0

TSUEN WAN

Panda Place 229,675 230,026 100% 1898-2047 1991 1,797.5 Retail 229,675 230,026 N/A N/A N/A 1,604.5 Car park N/A N/A N/A N/A 402 193.0 Panda Hotel Commercial 15,041 14,287 N/A N/A N/A 100% 1898-2047 1991 97.5 Hotel 424,717 N/A 991 N/A N/A 100% 1898-2047 1991 3,390.0

TOTAL 3,475,963 3,015,291 991 216 1,545 30,894.6

Note: 1. The HHP Group’s interests in Wu Chung House comprise of six retail shops located on the ground and second ﬂ oors and 80 car parking spaces. The six retails shops have a total GRA of approximately 17,738 sq. ft..

2. The table above excludes properties held for sale in Broadwood Twelve as more particularly set out in the section headed “Appendix II — Property Valuation”.

— 18 — LETTER FROM THE BOARD independent independent Attributable Attributable (HK$ million) (HK$ valuation as at at as valuation 31 March 2013 2013 March 31 March 2013 2013 March up to to up ttributable basis (or by by (or basis ttributable (HK$ million) (HK$ costs incurred incurred costs 31 March 2013 2013 March 31 Total investment investment Total (HK$ million) (HK$ Estimated total total Estimated development cost cost development ween the Group and Sino Land. Sino and Group the ween 2018 9,000.0 4,235.0 8,945.0 Expected Expected completion date completion (1) date for for date May 2010May 2015 9,000.0 7,256.0 4,417.5 development Construction Construction commencement commencement properties under under properties (3) (%) 50% 100% 2012 of End Attributable Attributable to the Group Group the to (planned) Number of car car of Number parking spaces spaces parking (planned) Number of of Number hotel rooms rooms hotel GFA GFA GFA/ 16,380 N/A N/A 100% N/A N/A N/A N/A 224.5 (in sq. ft.) sq. (in Approximate Approximate Total planned planned Total (2) The table below shows the GFA and other information of the properties under development or held for future development as at 31 at as development future for held or development under properties the of information other and GFA the shows below table The ce 36,960 N/A N/A ResidentialRetail parkCar for held Properties development future Amalgamation Exposed Property at situated property Entire Chai East, Road Queen’s 155–159 Wan 731,000 at situated property of Part Chai East, Road Queen’s 161–167 Wan 86,000 N/A Amalgamation Unexposed N/A Property N/A N/A N/A 9,725 17,804 N/A 215 N/A N/A N/A N/A 100% 100% N/A N/A N/A N/A N/A N/A 215.8 179.9 217.0 325.0 HotelRetailOfﬁ parkCar Road Queen’s 200 Project East 758,735 298,648 N/A 1,024 N/A N/A N/A N/A 168 Properties under development or held for future development future for held or development under Properties under Properties development Notes: 1. 2. 2012. of end the at commenced II Centre Hopewell of work preparation Site 3. completion. upon URA the to over handed be to ft. sq. 18,000 includes GFA Total bet formed company venture joint 50:50 a by developed being project redevelopment URA a is Project East Road Queen’s 200 The and which the HHP Group will hold upon Listing. Valuations in the table below in respect of each property are disclosed on an a an on disclosed are property each of respect in below table the in Valuations Listing. upon hold will Group HHP the which and interest). economic Group’s HHP the to reference Hopewell Centre II Centre Hopewell

— 19 — LETTER FROM THE BOARD

The Group’s interest in the 200 Queen’s Road East Project is held through Linford, currently a wholly-owned subsidiary of the Company, which holds a 50% interest in Grand Site, the developer of the 200 Queen’s Road East Project. Upon completion of the Global Offering, Linford will cease to be an indirect wholly-owned subsidiary of the Company (the “Shareholding Change”) and become an indirect wholly-owned subsidiary of Hopewell HK Properties. Under the Grand Site Shareholders’ Agreement, the guarantee, the facility agreement and security documents in relation to loan facilities obtained by Grand Site to ﬁ nance the development cost of the 200 Queen’s Road East Project, the Shareholding Change requires the prior written consent of Sino Land, the URA and the lenders. The Company has already obtained the necessary consents to the Shareholding Change from URA, Sino Land and the lenders subject to, among others, the completion of the Listing.

Amalgamation Properties

The HHP Group has acquired individual units in several sites in Hong Kong, which are being reserved for future development and are referred to in this circular as Amalgamation Properties. The assembly of Amalgamation Properties into sites is part of the HHP Group’s strategy for the acquisition of land reserves in strategic locations for future development. The HHP Group believes that the assembly and subsequent development of the Amalgamation Properties could generate attractive investment returns. The identity of the Unexposed Amalgamation Properties is highly commercially sensitive and they have therefore been valued internally by qualiﬁ ed surveyors for conﬁ dentiality reasons.

Unexposed Amalgamation Properties

As at the Latest Practicable Date, the Unexposed Amalgamation Properties comprised of several units within a total of eleven buildings located in Hong Kong Island, Hong Kong which were for residential, ofﬁ ce and/or retail use. All these units are 100% owned by Hopewell HK Properties and held through its wholly-owned subsidiaries.

As at 31 March 2013, the Unexposed Amalgamation Properties had a total GFA of approximately 16,380 sq. ft. and were valued internally by qualiﬁ ed property valuers at approximately HK$224.5 million, which represented approximately 0.5% of the value of the properties attributable to the HHP Group as at the same date as disclosed in the section headed “Appendix II — Property Valuation”. Accordingly, the HHP Group is of the view that the Unexposed Amalgamation Properties individually and in aggregate form an insigniﬁ cant part of the property portfolio to be held by the HHP Group.

Pursuant to Rule 5.02A of the Listing Rules, the valuation of the Unexposed Amalgamation Properties need not and have not been included in the section headed “Appendix II — Property Valuation” below as (i) the carrying amount (as deﬁ ned in the Listing Rules) of each individual Unexposed Amalgamation Property represents less than 1% of the Group’s total assets as disclosed in its latest published interim report and (ii) the total carrying amount of the Unexposed Amalgamation Properties not valued does not exceed 10% of the Group’s total assets as disclosed in its latest published interim report.

— 20 — LETTER FROM THE BOARD

Exposed Amalgamation Properties

Within the Amalgamation Properties portfolio, there are two groups of properties (with street-level retail space) (collectively, the “Exposed Amalgamation Properties”), which the HHP Group had, as at the Latest Practicable Date, acquired either 100% or more than 90% of the undivided shares of the lots of land on which the Exposed Amalgamation Properties are situated, respectively.

As at the Latest Practicable Date, the Exposed Amalgamation Properties, which together with the Unexposed Amalgamation Properties constitute 100% of the Amalgamation Properties portfolio, consisted of:

(a) the entire property situated at 155–159 Queen’s Road East, Wan Chai, Hong Kong (the “Exposed Property A”); and

(b) part of the property situated at 161–167 Queen’s Road East, Wan Chai, Hong Kong (the “Exposed Property B”).

The HHP Group owns the legal and beneﬁ cial interest of the entire undivided shares of the three lots of land on which Exposed Property A is situated.

The units of Exposed Property B that had been acquired by the HHP Group as at the Latest Practicable Date represent on average approximately 93.3% of the undivided shares of the three lots of land on which Exposed Property B is situated. The HHP Group’s level of interest in Exposed Property B allows the HHP Group to apply to the Lands Tribunal of Hong Kong, established under the Lands Tribunal Ordinance (Chapter 17 of the Laws of Hong Kong) (the “Lands Tribunal”) for a compulsory order for the sale of the whole building for the purpose of redevelopment pursuant to the Land (Compulsory Sale for Redevelopment) Ordinance (Chapter 545 of the Laws of Hong Kong). As at the Latest Practicable Date, the HHP Group was in the process of preparing the relevant application to the Lands Tribunal.

The successful assembly of the Exposed Amalgamation Properties is reﬂ ective of the HHP Group’s strategy to acquire land reserves in strategic locations which the HHP Group believes will enhance the cluster effect of its investment properties in Wan Chai. Given their proximity to Hopewell Centre and Hopewell Centre II, it is expected that the Exposed Amalgamation Properties to bring synergy to its existing and future developments in the area. The HHP Group is still formulating the redevelopment plan for the Exposed Amalgamation Properties and does not have any concrete plans on the future usage of the Exposed Amalgamation Properties.

Remaining Group and the HHP Group after the Proposed Spin-off

(1) Delineation of businesses

Prior to the Proposed Spin-off, the Group is principally engaged in the businesses of property development and investment, property related services and hospitality in Hong Kong and the PRC, power and highway infrastructure. The Group’s highway infrastructure business is carried out through its subsidiary, Hopewell Highway, and Hopewell Highway’s subsidiaries and jointly controlled entities. Hopewell Highway was spun-off from the Company in, and has been separately listed on the Main Board of the Stock Exchange since, 2003. After the Proposed Spin-off, there will be a clear delineation of business between the Remaining Group and the HHP Group:

— 21 — LETTER FROM THE BOARD

(i) the Remaining Group will continue to engage in the Remaining Group Businesses, which comprise (i) property development and investment, property related services and hospitality in the PRC; and (ii) power; and

(ii) the HHP Group will engage in the HHP Group Businesses, which comprise property development and investment, property related services and hospitality businesses in each case, in Hong Kong.

However, the Company will continue to retain ownership of the Nam Koo Property, the Miu Kang Property and the Retained Car Park Lots (each as deﬁ ned in the section headed “Letter from the Board — Excluded Properties in Hong Kong” below) through the Remaining Group after the Listing for the reasons set out in the section headed “Letter from the Board — Excluded Properties in Hong Kong” below.

Excluded Properties in Hong Kong

The Company will retain the following properties after the Listing through the Remaining Group:

A. The Nam Koo Property

The Remaining Group acquired the Nam Koo Property, comprising ﬁ ve lots of land situated on Ship Street and Hillside Terrace, Wan Chai, Hong Kong between 1981 and 1988, (i) upon one of which an abandoned four-storey school building is situated; (ii) upon another of which Nam Koo Terrace, a two-storey house, is situated; and (iii) the remaining three of which are vacant sites. The carrying value of the Nam Koo Property as recorded in the ﬁ nancial statements of the Company as at 31 March 2013 is HK$47.1 million, representing approximately 0.1% of the value of the properties attributable to the HHP Group as at 31 March 2013. The properties build upon the Nam Koo Property have a total GFA of approximately 23,039 sq.ft.

The town plan zoning of the Nam Koo Property was changed from “residential use” to “open space” in 1994 and Nam Koo Terrace is currently classiﬁ ed as a Grade 1 historical building by the Antiquities and Monuments Ofﬁ ce of the Hong Kong Government. While the Company intends to negotiate with the Hong Kong Government to change the current town plan zoning of the Nam Koo Property to allow for development or redevelopment while preserving Nam Koo Terrace, the outcome of, and timeframe for, such negotiations (the “Negotiations”) are highly uncertain and not within the control of the Company.

As advised by an independent professional property valuer, under the current town plan zoning for the Nam Koo Property and given the issues, problems and uncertainties regarding the redevelopment of the Nam Koo Property, there is no proper basis to formulate the necessary assumptions, and as such, it is not possible to carry out a reasonably accurate valuation in respect of the Nam Koo Property.

Given the above, the Company considers that the Nam Koo Property currently has insigniﬁ cant commercial value and there would be limited beneﬁ ts should it be included in the HHP Group.

The Company considers that as the Nam Koo Property cannot be transferred to the HHP Group at an appropriate market valuation or price, it would be more appropriate for the Remaining Group to retain the Nam Koo Property in order to protect the interests of the Shareholders.

— 22 — LETTER FROM THE BOARD

To balance the interests of the Remaining Group and the HHP Group:

(i) the Company proposes to grant Hopewell HK Properties a sole and exclusive option (the “Nam Koo Option”), exercisable by Hopewell HK Properties at any given time (a) after the restrictions on the development or redevelopment of the Nam Koo Property are removed (whether as a result of a change in the town plan zoning or otherwise), or (b) after Hopewell HK Properties receives notifi cation in writing from the Company that the Negotiations have ceased, whether because the Company has decided to terminate such Negotiations prematurely for whatsoever reason or the Negotiations have come to a conclusion irrespective of the results thereof or otherwise, to require the Company or its relevant subsidiary to sell or procure to be sold to Hopewell HK Properties or a subsidiary designated by Hopewell HK Properties all the issued shares in the capital of, and all the shareholder’s loans to, Maryfi eld Investments Limited, a limited liability company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company (which owns 100% of the issued shares in Yuba Company Limited, a limited liability company incorporated in Hong Kong on 10 August 1976, which in turn is the owner of the Nam Koo Property) at a total consideration (the “Nam Koo Option Price”) equal to the adjusted net asset value of Maryfi eld Investments Limited to be ascertained from the completion accounts to be prepared in accordance with the requirements provided in the agreement governing the grant of the Nam Koo Option (the “Nam Koo Option Agreement”), in particular, the value of the Nam Koo Property shall be replaced by the fair market price to be determined by reference to an independent valuation. The Company also proposes to undertake that for so long as the Nam Koo Option subsists, except as required by Hopewell HK Properties as mentioned in sub-paragraph (ii) below, or as expressly permitted under sub-paragraph (iii) below, no change shall be made in the shareholding structure of Maryfi eld Investments Limited or Yuba Company Limited or in the ownership of Yuba Company Limited over any part of the Nam Koo Property without the prior written consent of Hopewell HK Properties, where the giving of such consent shall be at the absolute discretion of Hopewell HK Properties and, if given, may be subject to such condition(s), if any, as Hopewell HK Properties may reasonably impose; and the Nam Koo Option will automatically lapse upon Yuba Company Limited having sold, transferred or otherwise disposed of all its interest in the Nam Koo Property provided that such sale, transfer or disposal is effected without breaching any of the terms of the Nam Koo Option Agreement;

(ii) the Company also proposes to agree that where the restriction from development or redevelopment is lifted or removed in respect of only part of the Nam Koo Property, Hopewell HK Properties shall have the right (a) to require the Company to procure that such part of the Nam Koo Property which is still being restricted from being developed or redeveloped to be transferred out of Yuba Company Limited to another wholly-owned subsidiary of the Company which is acceptable to Hopewell HK Properties (the “New Subsidiary”) at a cash consideration equal to its value to be ascertained from the latest ﬁ nancial statement of Yuba Company Limited (the “Transfer”) and to grant Hopewell HK Properties an option over the entire issued share capital of and all the shareholder’s loan to the New Subsidiary, and the terms of the Nam Koo Option shall, mutatis mutandis, apply to such option, and (b) to exercise the Nam Koo Option on the basis that the Transfer has been effected and, in determining the Nam Koo Option Price, the value of the Nam Koo Property referred to in sub-paragraph (i) above shall not include any value attributable to such part of the Nam Koo Property which is to be transferred to the New Subsidiary pursuant to the Transfer;

— 23 — LETTER FROM THE BOARD

(iii) the Company further proposes to grant the HHP Group a right of ﬁ rst refusal (the “Nam Koo Right”) (in addition to the Nam Koo Option as set out in sub-paragraph (i) above), exercisable in the event that the Company or its relevant subsidiary proposes to sell, transfer or otherwise dispose of the whole or any part(s) of the Nam Koo Property to any third party(ies), whether independent or not, regardless of whether the Negotiations have concluded or not, to acquire the whole, or such part(s) and/or any other part(s), of the Nam Koo Property at:

(a) the price at which it is proposed to be sold, transferred or otherwise disposed of by the Company or its relevant subsidiary to the third party(ies) (the “Intended Nam Koo Sale Price”); or

(b) if the Intended Nam Koo Sale Price relates to the sale of a part or parts of the Nam Koo Property which is or are different from the part or parts of the Nam Koo Property in respect of which the Nam Koo Right is exercised, a fair market price to be determined by reference to an independent valuation.

If Hopewell HK Properties decides not to exercise the Nam Koo Right, the Company would be permitted to dispose of the relevant part of (or, where relevant, the whole of) the Nam Koo Property to any third party(ies) at a price no less than the Intended Nam Koo Sale Price; and

(iv) the Company also proposes to agree to provide the HHP Group with updates on the status of the Negotiations quarterly and when there is any signiﬁ cant development in the Negotiations, and to undertake that, for as long as it remains as a controlling shareholder of Hopewell HK Properties, the Remaining Group will not develop or redevelop the Nam Koo Property or any part thereof (the “Nam Koo Undertaking”).

For the ﬁ nancial years ended 30 June 2011 and 2012, the net loss (both before and after taxation) attributable to the Nam Koo Property was less than HK$1 million for both years.

Given the facts and circumstances concerning the Nam Koo Property mentioned above, and in view of the Nam Koo Option, the Nam Koo Right and the Nam Koo Undertaking that are proposed to be granted/given by the Company in favour of Hopewell HK Properties, it is considered that the Remaining Group’s continued interest in the Nam Koo Property will not affect the delineation of the HHP Group Businesses from the Remaining Group Businesses.

B. The Miu Kang Property

The Remaining Group has acquired a number of units of Miu Kang Terrace for the purpose of site amalgamation and which are intended eventually to be used for the possible aggregation with the Nam Koo Property. Miu Kang Terrace is located immediately adjacent to the Nam Koo Property.

As at the Latest Practicable Date, the units of Miu Kang Terrace that were successfully acquired by the Remaining Group (together, the “Miu Kang Units” have a total GFA of approximately 14,868 sq. ft. and together represent approximately 92.1% of all the undivided shares of the lot of land upon which Miu Kang Terrace is situated (the “Miu Kang Lot”). The Remaining Group’s level of interest in the Miu Kang Units has reached the required application threshold for compulsory sale in respect of all of the undivided shares of the Miu Kang Lot (including the remaining units) pursuant to the Land (Compulsory Sale for Redevelopment) Ordinance (Chapter 545 of the Laws of Hong Kong) (the “Compulsory Sale”). The Remaining Group intends to acquire the remaining units of Miu Kang Terrace and, where necessary, through the Compulsory Sale.

— 24 — LETTER FROM THE BOARD

The Miu Kang Lot, on its own, has limited development or redevelopment potential due to the minimal difference between the existing GFA of the Miu Kang Lot and upon development/ redevelopment, the permitted GFA under various existing restrictions and therefore, it currently has limited commercial value or beneﬁ t. The market value (as at 31 March 2013) of the interests in the Miu Kang Units held by the Remaining Group as at the Latest Practicable Date represents less than 0.4% of the value of the properties attributable to the HHP Group as at 31 March 2013 as disclosed in the section headed “Appendix II — Property Valuation”.

However, if the Negotiations are successful, the Miu Kang Lot can be developed along with the Nam Koo Property and such possibility will signifi cantly raise their commercial value. In addition, it is believed that the retention of the Miu Kang Units along with the Nam Koo Property by the Remaining Group will also give the Company fl exibility in the Negotiations with the Hong Kong Government, such as potential development/redevelopment schemes concerning the Nam Koo Property together with the Miu Kang Lot. If the restrictions on the development or redevelopment of the Nam Koo Property are removed, it is Hopewell HK Properties’ current intention to exercise the Nam Koo Option and the Miu Kang Option (as defi ned below) to acquire the Nam Koo Property and the Miu Kang Property.

As explained in “A. The Nam Koo Property” above, the uncertainties associated with the Negotiations mean that it is not appropriate to determine at this stage the value of the Remaining Group’s interest in the Miu Kang Units on the basis that both the Miu Kang Lot and the Nam Koo Property can be developed/redeveloped together. In light of the above, the Board considers that it is not in the best interest of the Company and the Shareholders, and there is currently limited commercial beneﬁ t to the HHP Group, for the Remaining Group’s interest in the Miu Kang Units to be included in the HHP Group.

To balance the interests of the Remaining Group and the HHP Group:

(i) the Company proposes to grant Hopewell HK Properties a sole and exclusive option (the “Miu Kang Option”) to require the Company or its relevant subsidiaries to sell or procure to be sold to Hopewell HK Properties or the subsidiary or subsidiaries designated by Hopewell HK Properties all the issued shares in the capital of, and all the shareholder’s loans to, the subsidiaries of the Company (the “Miu Kang Subsidiaries”) which directly or indirectly own the Miu Kang Property (such subsidiaries being special purpose vehicles formed solely for the purpose of holding the Miu Kang Properties) at a total consideration (the “Miu Kang Option Price”) equal to the adjusted net asset value of the Miu Kang Subsidiaries to be ascertained from the completion accounts to be prepared in accordance with the requirements provided in the agreement governing the grant of the Miu Kang Option (the “Miu Kang Option Agreement”), in particular, the value of the Miu Kang Property shall be replaced by the fair market price of the Miu Kang Property to be determined by reference to an independent valuation. The Miu Kang Option is exercisable by Hopewell HK Properties at any time where the Nam Koo Option is exercisable. The Company also proposes to undertake that for so long as the Nam Koo Option subsists, except as required by Hopewell HK Properties as mentioned in sub-paragraph (ii) below, no change shall be made in the shareholding structure of the Miu Kang Subsidiaries or in the ownership of the Miu Kang Subsidiaries over any part of the Miu Kang Property without the prior written consent of Hopewell HK Properties, where the giving of such consent shall be at the absolute discretion of Hopewell HK Properties and, if given, may be subject to such condition(s), if any, as Hopewell HK Properties may reasonably impose; and the Miu Kang Option will automatically lapse upon the entire interest in the Miu Kang Property having been sold, transferred or otherwise disposed of by the Miu Kang Subsidiaries provided that such sale, transfers or disposals are effected without breaching any of the terms of the Miu Kang Option Agreement;

— 25 — LETTER FROM THE BOARD

(ii) the Company further proposes to grant the HHP Group a right of ﬁ rst refusal (the “Miu Kang Right”) (in addition to the Miu Kang Option set out in sub-paragraph (i) above), exercisable in the event that the Company or its relevant subsidiary(ies) propose(s) to sell, transfer or otherwise dispose of the whole or any part(s) of the Miu Kang Property to any third party(ies), whether independent or not, regardless of whether the Negotiations have concluded or not, to acquire the whole, or such part(s) and/or any other part(s) of the Miu Kang Property at:

(a) the price at which it is proposed to be sold, transferred or disposed of by the Company or its relevant subsidiary(ies) (the “Intended Miu Kang Sale Price”); or

(b) if the Intended Miu Kang Sale Price relates to the sale of a part or parts of the Miu Kang Property which is or are different from the part or parts of the Miu Kang Property in respect of which the Miu Kang Option is exercised, a fair market price to be determined by reference to an independent valuation.

If Hopewell HK Properties decides not to exercise the Miu Kang Right, the Company would be permitted to dispose of the relevant part of the Miu Kang Property (or, where relevant, the whole thereof) to any third party(ies) at a price no less than the Intended Miu Kang Sale Price; and

(iii) the Company also proposes to undertake that, for as long as it remains a controlling shareholder of Hopewell HK Properties, the Remaining Group will not develop or redevelop the Miu Kang Property or any part thereof (the “Miu Kang Undertaking”).

For the ﬁ nancial years ended 30 June 2011 and 2012, the net proﬁ t (both before and after taxation) attributable to the Miu Kang Property was less than HK$1 million and approximately HK$1 million respectively.

Given the facts and circumstances concerning the Miu Kang Property mentioned above, and in view of the Miu Kang Option, the Miu Kang Right and the Miu Kang Undertaking that are proposed to be granted/given by the Company to Hopewell HK Properties and the insigniﬁ cance and immateriality of the Group’s interest in the Miu Kang Units as compared to the aggregate market value of completed property portfolio to be held by the HHP Group, it is considered that the Remaining Group’s interest in the Miu Kang Units will not affect the delineation of the HHP Group Businesses from the Remaining Group Businesses.

C. The Retained Car Park Lots

The Remaining Group holds approximately 46% of a joint venture company (the “JV Company”) which beneﬁ cially owns 33 car park lots in Shun Tak Centre, Sheung Wan, Hong Kong (the “Retained Car Park Lots”). The remaining interest in the JV Company of approximately 54% is held by another Hong Kong-listed property developer (the “JV Partner”), which also controls the board of directors of the JV Company.

There are ongoing disputes with the leasing agent of the JV Company relating to the Retained Car Park Lots. Furthermore, the legal title over the Retained Car Park Lots has not yet been assigned to the JV Company.

Based on the valuation of the Retained Car Park Lots (assuming that they are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their value) as at 31 March 2013 of HK$66 million, the Remaining Group’s 46% effective interest in the Retained Car Park Lots represents less than 0.1% of the total property value attributable to the HHP Group as at 31 March 2013 as disclosed in the section headed “Appendix II — Property Valuation”. The valuation

— 26 — LETTER FROM THE BOARD was assessed by an independent property valuer. Furthermore, given the HHP Group’s principal business is not in the car parking industry and that the Retained Car Park Lots are not located within the close proximity to the car park assets of the HHP Group, Hopewell HK Properties considers that any competition between the HHP Group’s car park assets and the Retained Car Park Lots should be minimal.

To balance the interests of the Remaining Group and the HHP Group, the Company proposes that subject to completion of the Global Offering, Hopewell HK Properties be granted by the Company a right of ﬁ rst refusal (the “Retained Car Park Lot Related Right”), exercisable in the event that the Company or its relevant subsidiary proposes to sell, transfer or otherwise dispose of all or any part of its interest in the JV Company or its relevant subsidiary holding its interest in the JV Company, as the case may be, (the “Sale Interest”) to any third party(ies), whether independent or not, to acquire the Sale Interest at the same price at which the Sale Interest is proposed to be sold, transferred or disposed of by the Company or its relevant subsidiary (the “Intended Price for the Sale Interest”). If Hopewell HK Properties decides not to exercise the Retained Car Park Lot Related Right, the Company or its relevant subsidiary would be permitted to sell, transfer or otherwise dispose of the Sale Interest to any third party(ies) at a price no less than the Intended Price for the Sale Interest. The Company further proposes to undertake that for so long as the Retained Car Park Lot Related Right subsists, no change shall be made in the corporate structure of its relevant subsidiary(ies) through which its interest in the JV Company is held without the prior written consent of Hopewell HK Properties, where the giving of such consent shall be at the absolute discretion of Hopewell HK Properties and, if given, shall be subject to such condition(s), if any, as Hopewell HK Properties may reasonably impose.

Taking into account (i) the ongoing disputes mentioned above, (ii) that the car-park operation business will not be the HHP Group’s principal business and therefore, both the Company and Hopewell HK Properties consider that the ownership of the Retained Car Park Lots will not be part of the future business strategies of the HHP Group; and (iii) that the Retained Car Park Lots represent a very insigniﬁ cant value to the overall property portfolio of the HHP Group, the HHP Directors consider that it would not be necessary for the Remaining Group to grant an option to the HHP Group to acquire the Remaining Group’s interests in the JV Company.

Considering the above facts and circumstances, and in view of the Retained Car Park Lot Related Right that is proposed to be granted, the Board does not consider the Company’s interest in the Retained Car Park Lots to be a sufﬁ ciently material asset to affect the delineation of the HHP Group Businesses from the Remaining Group Businesses.

In considering whether to exercise the Nam Koo Option, the Nam Koo Right, the Miu Kang Option, the Miu Kang Right and the Retained Car Park Lot Related Right (together the “Options and Rights”, and “Rights” or “Option” means the relevant one of them) that the Company proposes to grant to the HHP Group as mentioned above, the HHP Group will take into account all relevant factors and circumstances (including, but not limited to, the relevant legal, regulatory, ﬁ nancial and other commercial considerations) then subsisting. As required under the HHP Articles of Association, and under Rule 13.44 of the Listing Rules, only those HHP Directors who and whose associates have no material interest in the exercise of the relevant Option or Right will be entitled to vote on any resolution of the HHP Board approving such exercise.

With respect to the exercise of the Options and Rights, (i) Hopewell HK Properties will be required to comply with the applicable requirements under Chapter 14 and/or 14A of the Listing Rules (including, where applicable, independent shareholders’ approval requirement, pursuant to which common shareholders of the Company and Hopewell HK Properties who are materially interested in the decision on the exercise of the relevant Option or Right will be required to abstain from voting on the resolution approving the same); and (ii) the Company will, pursuant to Rule 14.74(2) of the Listing Rules, announce such exercise by means of an announcement published in accordance with Rule 2.07C of the Listing Rules as soon as reasonably practicable.

— 27 — LETTER FROM THE BOARD

The granting of the Options and Rights, the Nam Koo Undertaking and the Miu Kang Undertaking to Hopewell HK Properties by the Company, as well as the entering into of the Deed of Non-competition is part and parcel of the arrangements contemplated under the Proposed Spin-off.

Save as mentioned above, the Company and its subsidiaries (including the HHI Group, which focuses on highway infrastructure business, but excluding the HHP Group) do not, and do not intend to, engage in any business activities that compete, or are likely to compete, either directly or indirectly, with those of the HHP Group for so long the Company remains Hopewell HK Properties’ controlling shareholder.

Non-competition undertaking

The Company proposes to enter into the Deed of Non-competition in favour of Hopewell HK Properties (for itself and on behalf of all members of the HHP Group), pursuant to which the Company will undertake, irrevocably and unconditionally, to Hopewell HK Properties that with effect from the Listing Date and for as long as the HHP Shares remain so listed on the Stock Exchange and the Company is Hopewell HK Properties’ controlling shareholder and remains the single largest HHP Shareholder, the Company shall not, and shall procure that none of the members of the Group (other than members of the HHP Group) shall, directly or indirectly (other than through the HHP Group) engage, participate or hold any right or interest in or render any services to or otherwise be involved in any business in competition with or likely to be in competition with the Restricted Business save for (i) the Remaining Group’s interest in the Nam Koo Property, the Miu Kang Property and the Retained Car Park Lots; and (ii) the holding of not more than 5% shareholding interests (individually or collectively with the Company’s associates) in any listed company in Hong Kong.

It is proposed that the Deed of Non-competition will also provide that:

(i) the Company shall provide all information necessary for the annual review by the independent non-executive HHP Directors and the enforcement of the Deed of Non- competition; and

(ii) the Company shall provide Hopewell HK Properties with written conﬁ rmation of its compliance with the Deed of Non-competition and consent to the inclusion of such conﬁ rmation in Hopewell HK Properties’ annual report.

The independent non-executive HHP Directors will review, at least on an annual basis, the compliance with the Deed of Non-competition by the Company. Hopewell HK Properties will disclose decisions on matters reviewed by the independent non-executive HHP Directors relating to the compliance and enforcement of the Deed of Non-competition through its annual report.

(2) Resolution of conﬂ ict of interests

To resolve any potential conﬂ ict of interests between the Remaining Group and the HHP Group, the following procedures will be adopted:

(i) the HHP Board and Hopewell HK Properties’ senior management team will function independently from the Company and its associates. This ensures that the HHP Group will operate independently and in the interests of itself and the HHP Shareholders as a whole. All the HHP Directors, except Sir Gordon Ying Sheung WU and Mr. Thomas Jefferson WU, will have

— 28 — LETTER FROM THE BOARD

no role in, and be independent of, the Remaining Group. Further details are discussed in the section headed “Letter from the Board — Independence of directorship and management of the Group and the HHP Group” below;

(ii) under the HHP Articles of Association, a HHP Director who, to his knowledge, is in any way, whether directly or indirectly, interested in a contract or arrangement, or proposed contract or arrangement, with Hopewell HK Properties shall declare the nature of his interest at the meeting of the HHP Board at which the question of entering into the contract or arrangement is ﬁ rst taken into consideration, if he knows his interest then exists, or in any other case, at the ﬁ rst meeting of the HHP Board after he knows that he is or has become so interested. The HHP Articles of Association will not require such a HHP Director who is so interested to not attend any meeting of the HHP Board. However, the HHP Articles of Association will provide that a HHP Director shall not be entitled to vote (or be counted in the quorum) on a resolution of the HHP Directors in respect of any board resolution approving any contract, arrangement or proposal in which he or any of his associates is materially interested, except in certain prescribed circumstances;

(iii) the provisions in the HHP Articles of Association will ensure that matters involving a conﬂ ict of interests which may arise from time to time will be managed in line with accepted corporate governance practice so as to ensure that the best interests of Hopewell HK Properties and the HHP Shareholders (including the minority HHP Shareholders) taken as a whole are preserved;

(iv) following the Listing, the HHP Board will be required to comply with the provisions of the Listing Rules. This includes the review of the connected transactions by the independent non- executive HHP Directors and, where appropriate, independent ﬁ nancial advice and independent shareholders’ approval will be required;

(v) upon the Listing, Hopewell HK Properties will have its own separate management team and separate functional units that will focus on, among others, conventions and exhibitions, hotel and catering management, leasing, property and facility management, project management, accounts and human resources, all of which operate independently from the Remaining Group.

Continuing connected transactions

HHP Group has entered into and will enter into certain transactions that would constitute continuing connected transactions of Hopewell HK Properties upon Listing, which include, among others, as follows:

Continuing connected transactions exempt from reporting, announcement, annual review and independent shareholders’ approval requirements under Rules 14A.31 and 14A.33 of the Listing Rules

(i) a trademark license agreement for the non-exclusive right to use certain trademarks registered by or under the name of the Company by members of the HHP Group;

(ii) the provision of general ofﬁ ce administrative services by the Remaining Group to the HHP Group;

(iii) leasing and licensing transactions between the HHP Group and associates of a certain HHP Director;

— 29 — LETTER FROM THE BOARD

Continuing connected transactions exempt from the independent shareholders’ approval requirements under Rules 14A.34 of the Listing Rules

(iv) leasing and licensing transactions between the HHP Group and the Remaining Group;

(v) leasing and licensing transactions between the HHP Group and the HHI Group; and

(vi) leasing and licensing transactions between the HHP Group and associates of a certain HHP Director.

((i) to (vi) above, collectively, the “CCTs”)

Hopewell HK Properties expects the CCTs to be carried out on a continuing basis and to extend over a period of time upon renewal.

Financial independence

Upon Listing, the HHP Group will be ﬁ nancially independent from the Group and the HHP Group makes ﬁ nancial decisions according to its own business needs.

The Company has entered into various ﬁ nancial assistance arrangements in connection with the 200 Queen’s Road East Project. Details of such arrangements which still subsist and/or will remain in place after the Listing are set out as follows:

(i) the Company and Sino Land, as guarantors, entered into a deed of guarantee dated 8 July 2011 (the “200 QRE Facility Guarantee”). Pursuant to the 200 QRE Facility Guarantee, the Company and Sino Land have provided several guarantees (limited to 50% of HK$5.0 billion for each of the Company and Sino Land) in respect of the obligations of Grand Site under an agreement entered into on 8 July 2011 between Grand Site as borrower and a syndicate of banks (the “200 QRE Facility Agreement”) in respect of a HK$5.0 billion facility (the “200 QRE Facility”). The guarantee obligations of the Company under the 200 QRE Facility Guarantee will subsist until, amongst others, ﬁ nal payment has been made by Grand Site of, including but not limited to, all loans and all interest accrued thereon, and all other amounts due from, owing or payable by Grand Site under the 200 QRE Facility Agreement or any of its other ancillary documents entered into by Grand Site, in accordance with the terms thereof. Unless extended, the 200 QRE Facility will mature in January 2015;

(ii) the Company and Sino Land, as covenantors, entered into a funding agreement dated 8 July 2011 in favour of the agent of ﬁ nancing parties in respect of the 200 QRE Facility (the “200 QRE Facility Funding Agreement”). Pursuant to the 200 QRE Facility Funding Agreement, the Company and Sino Land have undertaken, amongst others, to fund Grand Site certain payments relating to the 200 Queen’s Road East Project (limited to 50% of such payments) and to ensure and procure Grand Site to duly complete the 200 Queen’s Road East Project as required under the 200 QRE Facility Agreement. The obligations of the Company under the 200 QRE Facility Funding Agreement will subsist until, amongst others, all loans and all interest accrued on, and all other amounts due from, owing or payable under or in respect of the 200 QRE Facility Agreement and its other ancillary documents entered into by Grand Site have been discharged in full and all lenders’ commitments under all facilities under the 200 QRE Facility Agreement have been reduced to zero, or the Company has duly fulﬁ lled all its obligations under the 200 QRE Facility Funding Agreement (as the case may be);

— 30 — LETTER FROM THE BOARD

(iii) the Company and Sino Land, as covenantors, entered into a funding agreement dated 14 July 2009 in favour of the URA (the “200 QRE Project Funding Agreement”). Pursuant to the 200 QRE Project Funding Agreement, the Company and Sino Land have severally undertaken to pay the URA such funds as may be required by the URA for the purpose of completing the 200 Queen’s Road East Project to the standard and in the manner contemplated under the Development Agreement in the event that the Development Agreement is terminated prior to the completion of the 200 Queen’s Road East Project by Grand Site. The Company has obtained the necessary consents from, among others, Sino Land and the URA for the replacement of the Company by Hopewell HK Properties under the 200 QRE Project Funding Agreement subject to, among others, the completion of the Listing. As such, the Company will have no obligations and liabilities under the 200 QRE Project Funding Agreement if they arise on or after the date on which such replacement is effected, which is expected to be on the Listing Date;

(iv) the Company and Sino Land, as guarantors, and the URA entered into a deed of guarantee dated 14 July 2009 (the “200 QRE Development Guarantee”). Pursuant to the 200 QRE Development Guarantee, the Company and Sino Land have provided several guarantees (limited to 50% for each of the Company and Sino Land) in respect of the obligations of Grand Site under the Development Agreement. The Company has obtained the necessary consents from, among others, Sino Land and the URA for the replacement of the Company by Hopewell HK Properties as a guarantor under the 200 QRE Development Guarantee subject to, among others, the completion of the Listing. As such, the Company will have no obligations and liabilities under the 200 QRE Development Guarantee if they arise on or after the date on which such replacement is effected, which is expected to be on the Listing Date; and

(v) the Company and Sino Land, as guarantors, entered into a deed of guarantee dated 22 August 2012 (the “200 QRE Pre-sale Guarantee”). Pursuant to the 200 QRE Pre-sale Guarantee, the Company and Sino Land have provided several guarantees (limited to 50% of HK$2,061,871,735.08 for each of the Company and Sino Land) in respect of the obligations of Grand Site under the currently in force facility letter dated 30 March 2013 issued by The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) to and accepted by Grand Site (the “HSBC Facility”). Pursuant to the HSBC Facility, HSBC has agreed to grant to Grand Site a banking facility by way of providing a letter of undertaking of up to HK$2,061,871,735.08 (being the outstanding development cost of the 200 Queen’s Road East Project as at 30 June 2012) in favour of the Hong Kong Government (the “HSBC Undertaking”) for the purpose of facilitating Grand Site’s application to the Hong Kong Government for the pre-sale consent of the residential units and car parking spaces of the 200 Queen’s Road East Project (the “Pre-Sale Consent Application”). The obligations of the Company under the 200 QRE Pre-Sale Guarantee will effectively cease upon the expiry of the term of the HSBC Undertaking, which is on 31 March 2017 or when the amount under the HSBC Facility has been reduced to zero, whichever is earlier.

The obligations of the Company pursuant to the 200 QRE Facility Guarantee, the 200 QRE Facility Funding Agreement and the 200 QRE Pre-sale Guarantee are together referred to as the “Financial Assistance Arrangements”.

— 31 — LETTER FROM THE BOARD

As the Financial Assistance Arrangements will remain in place after the Listing, the HHP Group’s proportionate exposure to the facility arrangement under the Financial Assistance Arrangements shall be approximately HK$3.5 billion, which accounts for approximately only 9.7% of the HHP Group’s total assets as at 31 December 2012. For the reasons mentioned below, it is necessary for the Financial Assistance Arrangements to remain in place after the Listing and would be unnecessary or not in the best interests of Hopewell HK Properties for the Company to be replaced by Hopewell HK Properties as a guarantor or covenantor (as the case may be) under the Financial Assistance Arrangements:

(i) in relation to the 200 QRE Facility Guarantee and the 200 QRE Facility Funding Agreement, the replacement of the Company by Hopewell HK Properties as guarantor or covenantor (as the case may be) requires consent from all members of the syndicate of lenders under the 200 QRE Facility Agreement and Sino Land, which would be complex and unduly onerous for Hopewell HK Properties;

(ii) given the prevailing economic climate where ﬁ nancial institutions will be more likely to impose stricter or less favourable terms for banking facilities, a replacement of the Company by Hopewell HK Properties as guarantor or covenantor (as the case may be) under the 200 QRE Facility Guarantee, 200 QRE Facility Funding Agreement and 200 QRE Pre-sale Guarantee would likely involve renegotiation with the relevant lenders concerning new terms and conditions that may be less favourable than the existing ones. Given Sino Land’s interest in the 200 Queen’s Road East Project, any unfavourable changes in the terms and conditions of the 200 QRE Facility Agreement or HSBC Facility would adversely affect Sino Land’s interests, and thus we consider that it is unlikely that the necessary consent from Sino Land can be obtained to effect such replacement;

(iii) the 200 QRE Facility Agreement (in respect of Grand Site’s obligations thereunder, the Company acts as a guarantor and a covenantor under the 200 QRE Facility Guarantor and the 200 QRE Facility Funding Agreement respectively) will, according to its current terms, mature in January 2015, which is only approximately one and a half year from the Listing Date. Furthermore, after the pre-sale of the residential portion of the 200 Queen’s Road East Project has commenced (such pre-sale is currently scheduled to commence in 2013), the amount borrowed under the 200 QRE Facility will be procedurally repaid; and

(iv) the replacement of the Company by Hopewell HK Properties as a guarantor in respect of the HSBC Facility requires the consent of HSBC, and similar reasons as mentioned in (ii) above also apply to such replacement. Furthermore, the substitution of the HSBC Undertaking by a new letter of undertaking by another bank (even if there is another bank willing to provide it) is likely to delay the approval of the Pre-sale Consent Application, thus causing a delay in the pre-sale of residential units and car parking spaces of the 200 Queen’s Road East Project and resulting in a delay in the revenue generation of the 200 Queen’s Road East Project, and therefore, is not in the best interests of Hopewell HK Properties and the HHP Shareholders as a whole.

Previously, certain facilities were utilised by the Remaining Group for the purpose of providing utility deposit guarantees required by the HHP Group. Currently, instead of the Remaining Group utilising its facilities to provide such guarantees, such guarantees are either provided by utilising facility obtained by the HHP Group for such purpose which is guaranteed by Hopewell HK Properties, or released by having the amount secured by such guarantee fully settled.

— 32 — LETTER FROM THE BOARD

Notwithstanding that the Financial Assistance Arrangements will remain in place after the Listing, it is believed that the HHP Group is able to operate ﬁ nancially independently from the Group and the HHP Group’s ﬁ nancial independence is demonstrated in the following aspects:

• Intra-group loans: As at 31 December 2012, an aggregate principal amount of approximately HK$3.7 billion was drawn down under the HKD Revolving Facility (which was obtained by the Remaining Group and guaranteed by the Company) and on-lent to the HHP Group, being the Outstanding Borrowings. Such amount was accounted for as bank borrowings in the combined balance sheet of the HHP Group as at 31 December 2012. As at 31 March 2013, the amount of the Outstanding Borrowings remained at approximately HK$3.7 billion.

The HHP Group is in the process of obtaining the Refi nancing Facility, being a loan facility of an aggregate principal amount of HK$4.0 billion, of which HK$3.7 billion will be applied by the HHP Group for the purposes of repaying the Outstanding Borrowings in full before Listing. Of the HK$3.7 billion to be drawn under the Refi nancing Facility, HK$2.0 billion will mature in May 2015 and the remaining HK$1.7 billion of which will mature in November 2013. Of the said HK1.7 billion to be drawn under the Refi nancing Facility, the HHP Group intends to fi nance the repayment of which by using part of the net proceeds from the Global Offering as disclosed under the section headed “Letter from the Board — Intended use of proceeds” below. The Refi nancing Facility is expected to bear interest rates ranging from HIBOR plus 0.88 to 1.12% per annum as compared with HIBOR plus 0.32% per annum for the HKD Revolving Facility. The guarantee to be given by the Company in respect of the Refi nancing Facility will be released and discharged upon Listing in accordance with the terms of such guarantee. As such, following Listing, the Refi nancing Facility will be guaranteed solely by Hopewell HK Properties.

In addition to the Outstanding Borrowings, there are net outstanding intra-group loans owing by the companies within the HHP Group to the Remaining Group (the “Outstanding Intra- group Loans”). The amount of the Outstanding Intra-group Loans amounted to approximately HK$10.3 billion as at 30 April 2013.

The Outstanding Intra-group Loans will be fully settled in the following manner:

(i) (if any) a portion of which not exceeding HK$1.0 billion will be repaid, by the application of part of the net proceeds from the Global Offering; and

(ii) the entire remaining amount of which will be fully settled simultaneously with the completion of the Global Offering by way of the Capitalisation Issue, pursuant to which Hopewell HK Properties will issue HHP Shares to Boyen Investments credited as fully paid up subject to and simultaneous with the completion of the Global Offering, such Shares ranking pari passu in all respects with the HHP Shares then in issue.

— 33 — LETTER FROM THE BOARD

After the Listing, the HHP Group will no longer be required to obtain funding from a centralised source within the Group via intra-group lending and will have its own source of funding and such funds will be managed by the HHP Group itself.

• Strong ﬁ nancial position: The HHP Group’s business operations are in relatively matured and developed markets. The HHP Group has a strong ﬁ nancial position, which is demonstrated by the following factors:

(i) Low level of bank leverage — as at 31 December 2012, the HHP Group had cash and bank balances of approximately HK$15.5 million and bank borrowings of approximately HK$3.7 billion. The net debt to shareholders’ equity as at 31 December 2012 was approximately 17.0%. In addition, it should be noted that all of the HHP Group’s bank borrowings are long term in nature. Lastly, as mentioned above, the net amount due to the Remaining Group will be settled or capitalised prior to the Listing to the extent that any amount is not settled or capitalised, it will be repaid by applying part of the net proceeds from the Global Offering, thereby increasing shareholders’ equity and further reducing the leverage ratio.

(ii) Low loan to asset ratio and market value ratio — the value of the HHP Group’s total assets (free from encumbrances) was approximately HK$36.6 billion as at 31 December 2012. The HHP Group’s loan to total asset ratio was approximately 10.1% as at 31 December 2012. The loan to market value ratio as at 31 March 2013 and based on the value of properties attributable to the HHP Group as at 31 March 2013 (as disclosed in the section headed “Appendix II — Property Valuation”) was approximately 8.1%, which demonstrates the total assets and market value of properties attributable to the HHP Group well exceed the HHP Group’s total borrowings.

(iii) Strong cashfl ow from business operations — according to the combined fi nancial statements of the HHP Group, for the three fi nancial years ended 30 June 2010, 2011 and 2012, the HHP Group generated strong cash fl ow from its business operations of approximately HK$414.0 million, HK$447.9 million and HK$534.2 million, respectively. The HHP Group believes that the steady but increasing stream of cashfl ow generated from the HHP Group’s business operations is suffi cient to service its long term bank borrowings and obligations as well as other working capital needs.

It is believed that the HHP Group will be able to obtain additional funding (as necessary) without recourse to the Remaining Group based on its record of fund raisings and its strong ﬁ nancial position.

Independence of directorship and management of the Group and the HHP Group

Following completion of the Listing, the Company and Hopewell HK Properties will have boards of directors that will function independently of each other. The current composition of the HHP Board (consists of seven HHP Directors (including four executive HHP Directors and three independent non- executive HHP Directors)) and the composition of the Board as at the Latest Practicable Date and the expected composition of the Board before and immediately after the Proposed Spin-off are set out below:

— 34 — LETTER FROM THE BOARD

(i) The Board:

Position before the Proposed Spin-off and as at Position immediately after Name the Latest Practicable Date the Proposed Spin-off

Sir Gordon Ying Sheung WU Executive Director and Executive Director and Chairman Chairman Mr. Eddie Ping Chang HO Executive Director and Executive Director and Vice Chairman Vice Chairman Mr. Thomas Jefferson WU Executive Director and Executive Director and Managing Director Managing Director Mr. Josiah Chin Lai KWOK Executive Director and Executive Director and Deputy Managing Director Deputy Managing Director Mr. Albert Kam Yin YEUNG Executive Director — Mr. Eddie Wing Chuen HO Junior Executive Director Executive Director Mr. Wing Lam WONG Executive Director — Ir. Leo Kwok Kee LEUNG Executive Director Executive Director Lady WU Ivy Sau Ping KWOK Non-executive Director Non-executive Director Mr. Carmelo Ka Sze LEE Non-executive Director Non-executive Director Mr. Guy Man Guy WU Independent Non-executive Independent Non-executive Director Director Ms. Linda Lai Chuen LOKE Independent Non-executive Independent Non-executive Director Director Mr. Sunny TAN Independent Non-executive Independent Non-executive Director Director Dr. Gordon YEN Independent Non-executive Independent Non-executive Director Director Mr. Ahito NAKAMURA Independent Non-executive — Director

(ii) The HHP Board:

As at the Latest Practicable Date and immediately after completion of the Listing

Name Position

Sir Gordon Ying Sheung WU Executive Director and Chairman Mr. Thomas Jefferson WU Executive Director and Managing Director Mr. Wing Lam WONG Executive Director and Deputy Managing Director Mr. Albert Kam Yin YEUNG Executive Director Mr. Ahito NAKAMURA Independent Non-executive Director Mr. Stephen Hoi Yin LEE Independent Non-executive Director Mr. Alexander Lanson LIN Independent Non-executive Director

— 35 — LETTER FROM THE BOARD

The HHP Board and Hopewell HK Properties’ senior management team will function independently of the Company and its associates. Two out of four executive HHP Directors, namely Sir Gordon Ying Sheung WU and Mr. Thomas Jefferson WU, will also be executive directors of the Company and Hopewell Highway.

Under the current proposed composition, the senior management team of Hopewell HK Properties comprises eleven members, being Mr. Pei Sai LEUNG, Mr. Kam Wai CHAN, Ms. Josephine Wai Fun LAM, Ms. Judy Ngar Yee TSANG, Ms. Edith Tak Ching LEE, Mr. Yat Kei CHAN, Mr. John Chun Yin TU, Mr. Danny Wing Hung FAN, Mr. Danny Ka Pang WONG, Mr. Stuart WANG and Mr. Cho Wa LAW. Save for Mr. Cho Wa LAW, the Company Secretary of Hopewell HK Properties, who is also the Company Secretary of each of the Company and Hopewell Highway as well as the corporate affairs director of the Company, overseeing the Company’s information technology, corporate communication, human resources and administration functions, all other members of Hopewell HK Properties’ senior management team will be dedicated to the day-to-day management of the HHP Group Businesses and will not have any management roles in the Company and/or Hopewell Highway.

A majority of Hopewell HK Properties’ senior management team has, throughout the full ﬁ nancial year ended 30 June 2012, carried out senior management supervisory responsibilities in the HHP Group Businesses. The responsibilities of Hopewell HK Properties’ management team include, among others, dealing with operational and ﬁ nancial matters, making general capital expenditure decisions and daily implementation of the business strategy of the HHP Group. This will ensure that the daily management and operations of the HHP Group are conducted independently of the Company and its associates.

— 36 — LETTER FROM THE BOARD

Financial information of Hopewell HK Properties

Results of operation and ﬁ nancial position

The following is a summary of the HHP Group’s combined results of operations for each of the three ﬁ nancial years ended 30 June 2010, 2011 and 2012 and the six months ended 31 December 2011 and 2012:

Six months ended Year ended 30 June 31 December 2010 2011 2012 2011 2012 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Turnover 947,207 1,056,236 1,202,506 591,337 628,726

Proﬁ t before taxation 4,137,786 4,917,494 2,832,141 1,443,000 10,289,754 Income tax expense (75,130) (105,687) (87,658) (48,015) (52,512) Proﬁ t for the year/period 4,062,656 4,811,807 2,744,483 1,394,985 10,237,242

Total assets 17,301,268 22,228,315 24,153,165 N/A 36,569,158 Total liabilities 11,357,468 11,736,878 12,044,391 N/A 14,950,895

Net assets 5,943,800 10,491,437 12,108,774 N/A 21,618,263

The following estimates the ﬁ nancial effect on the Group as a result of the Proposed Spin-off and is for illustrative purposes only.

Financial effects of the Proposed Spin-off

The following estimates the ﬁ nancial effect on the Company as a result of the Proposed Spin-off on the basis that, including but not limited to (i) the Pre-money Equity Valuation is HK$22 billion; (ii) the number of Offer Shares represent 15% of the total number of HHP Shares in issue immediately following completion of the Global Offering; and (iii) the Over-allotment Option is not exercised, and is for illustrative purposes only.

Net asset value

The unaudited consolidated net assets after deducting non-controlling interests of the Group were approximately HK$41,724 million as at 31 December 2012.

Taking into account the minimum expected net proceeds of approximately HK$3.7 billion (assuming that the (i) Pre-money Equity Valuation is HK$22 billion and (ii) the number of Offer Shares represent 15% of the total number of HHP Shares in issue immediately following completion of the Global Offering), the Board expects that a minimum “decrease in net assets value attributable to Shareholders of the Company upon partial disposal of subsidiaries” will be recognised in the Group’s consolidated ﬁ nancial statements resulting from the Proposed Spin-off of approximately between HK$1,426 million and 1,576 million (assuming that the Over-allotment Option is not exercised) (the “Decrease in Net Assets Value”). According to Hong Kong Financial Reporting Standards, the Decrease in Net Assets Value which constitutes changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control, are accounted for within equity. Accordingly, there will not be any gain or loss recognised in the statement of proﬁ t or loss of the Group upon completion of the Global Offering.

— 37 — LETTER FROM THE BOARD

The historical price-to-book ratio of the shares of the Company, calculated based on its consolidated net asset value attributable to equity holders and its closing market capitalisation as at the Latest Practicable Date, is 0.63 times. It should be noted that the securities of most of the property companies listed in Hong Kong are being traded at a discount to their net asset value. Accordingly, the expected decrease in net asset value attributable to Shareholders should be considered with regards to the fact that the aggregate net book value of individual assets and liabilities of the Company may not necessarily represent the market value of the Company’s securities in the stock market.

It should be further noted that the decrease in net asset value fi gures as mentioned above was estimated based on a number of assumptions, including, among others, that the Pre-money Equity Valuation is HK$22 billion and that the Global Offering was completed on 31 December 2012, and has not taken into account the fi nancial position of the HHP Group after 31 December 2012. Accordingly, the actual increase/ decrease in net assets value of the Group, which shall be calculated by reference to the fi nancial position of the HHP Group at the time of completion of the Global Offering, may be different from the above estimation. Assuming that the Proposed Spin-off is completed by 30 June 2013, such decrease in net assets value will be recognised as reserve movements of the Group for the year ending 30 June 2013.

Earnings

The effect of the Proposed Spin-off on the future earnings of the Group will depend on, among others, the return generated from the proceeds raised from the Global Offering as well as the growth of the business operations of the HHP Group.

Based on the audited consolidated fi nancial statements of the Group for the fi nancial years ended 30 June 2011 and 2012, the audited consolidated profi ts before taxation of the Group were approximately HK$6,171 million and approximately HK$4,328 million, respectively. For each of the two fi nancial years ended 30 June 2011 and 2012, the audited consolidated profi ts for the respective years attributable to the owners of the Company were approximately HK$5,576 million and approximately HK$3,631 million, respectively.

Based on the combined fi nancial statements of the HHP Group for the two fi nancial years ended 30 June 2011 and 2012, the combined profi ts before taxation of the HHP Group were approximately HK$4,917 million and approximately HK$2,832 million, respectively. For the two fi nancial years ended 30 June 2011 and 2012, the combined profi ts after taxation of the HHP Group were approximately HK$4,812 million and approximately HK$2,744 million, respectively. Details of the combined results of the HHP Group for each of the three fi nancial years ended 30 June 2010, 2011 and 2012 and for the six months ended 31 December 2012 will be included in the Prospectus.

Following completion of the Proposed Spin-off, the Group’s earnings contributed from the HHP Group are expected to be reduced as the Company’s interest in Hopewell HK Properties will be reduced from 100% down to a minimum of approximately 85% (assuming that the Over-allotment Option is not exercised) or to approximately 82.8% (assuming that the Over-allotment Option is exercised in full), respectively and Hopewell HK Properties will still be regarded as a subsidiary of the Group. Consequently, ﬁ nancial results of the HHP Group will continue to be consolidated into the accounts of the Group and the non-controlling interests of the Group are expected to increase.

It should be noted that the ﬁ gures as mentioned above were estimated based on a number of assumptions, including, among others, that the Pre-money Equity Valuation is HK$22 billion and that the Global Offering was completed on 31 December 2012, and has not taken into account the ﬁ nancial position of the HHP Group after 31 December 2012.

— 38 — LETTER FROM THE BOARD

Reasons for and beneﬁ ts of the Proposed Spin-off

The Board considers that the Proposed Spin-off is in the interests of the Company and the Shareholders taken as a whole based on the following reasons:

(i) More deﬁ ned business focus and efﬁ cient resource allocation:

The separate listing of Hopewell HK Properties creates a more deﬁ ned business focus for both the Remaining Group and the HHP Group. Following completion of the Proposed Spin-off, the Remaining Group will focus on further development of the Remaining Group Businesses, comprising the businesses of property development and investment, property related services and hospitality and power in the PRC, while the HHP Group will focus on the HHP Group Businesses, comprising the businesses of Hong Kong property development and investment, property related services and hospitality. The Proposed Spin-off will separate the strategies for each of the Remaining Group and the HHP Group and allow the respective management of the Remaining Group and the HHP Group to efﬁ ciently allocate their resources to their respective businesses. The Proposed Spin-off will help to establish Hopewell HK Properties as a premium Hong Kong property pure play platform and further enhance branding for its Hong Kong property development and investment, property related services and hospitality businesses.

The independent listing of Hopewell HK Properties will also lead to a distinct alignment of its management’s responsibilities and accountability with its operating and ﬁ nancial performance. This is expected to result in enhanced management focus, which should in turn lead to improved decision- making processes, faster response-time to market changes and increased operational efﬁ ciency. The top management of Hopewell HK Properties will be under heightened scrutiny from the investor community and it will be possible to measure their performance against the stock market performance of Hopewell HK Properties relative to its industry peers listed on the Stock Exchange. It will also be possible to link management incentives to such performance, thereby increasing management motivation and commitment.

(ii) Enhances access to capital markets for the HHP Group and increases ﬁ nancing ﬂ exibility:

As a result of the Proposed Spin-off, the Remaining Group and the HHP Group will have separate fund raising platforms in the equity and debt capital markets, which will increase fi nancing fl exibility for both groups. This fl exibility will create a separate robust capital structure with a separate balance sheet for the HHP Group and will allow Hopewell HK Properties to independently raise capital to support its growth through continuing organic expansion as well as acquisitions (as demonstrated by the raising of equity via the Global Offering, should it proceed). A listing on the Stock Exchange will also provide clarity to the credit profi le of Hopewell HK Properties for rating agencies and fi nancial institutions that wish to analyse and lend against the credit rating of an operator of Hong Kong property development and investment, property related services and hospitality businesses.

(iii) Clariﬁ es the equity story and creates own investor base for the HHP Group Businesses:

Through the Proposed Spin-off, the HHP Group Businesses will be able to be valued on a stand-alone basis and investors will be provided with more details of the operating performance of each of the HHP Group and the Remaining Group so that they can better analyse their respective businesses.

The Proposed Spin-off will also help to diversify the shareholder base of the Company as a whole and the HHP Group will also be able to attract new investors who are seeking investments speciﬁ cally in the industries of Hong Kong property development and investment, property related services and hospitality, thereby creating its own investor base and market following.

— 39 — LETTER FROM THE BOARD

(iv) Creates value for the Shareholders by better identifying and establishing the value of the HHP Group:

The Board believes that a separate listing of the HHP Group Businesses will enhance value for the Shareholders by better identifying and establishing the fair value of the HHP Group Businesses. Given that Hopewell HK Properties is expected to remain as a subsidiary of the Company after completion of the Proposed Spin-off, the Board believes that this value will represent an enhancement to its existing value within the confi nes of the Company’s listing, as the Company will benefi t directly from Hopewell HK Properties’ growth. Listing the HHP Group Businesses separately can improve transparency of its market value by increasing visibility of its future earnings, bringing direct research coverage and aligning the specifi c characteristics of Hong Kong property development and investment, property related services and hospitality businesses with the appropriate investor base. The Board also believes that the Proposed Spin- off of Hopewell HK Properties will mark a new milestone of growth for the Company’s corporate branding.

Conditions of the Proposed Spin-off

The Proposed Spin-off will be conditional on, among others, the following:

(i) all relevant notiﬁ cations, consents and regulatory approvals (including, but not limited to, the approval from the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, all the HHP Shares in issue as at the date of the Prospectus and to be issued pursuant to the Global Offering (including the HHP Shares which may be sold pursuant to the Over- allotment Option and the HHP Shares which may fall to be issued pursuant to the exercise of the options granted under the HHP Share Option Scheme) on the Main Board of the Stock Exchange) having been obtained;

(ii) the terms and structure of the Global Offering being agreed among the Company, Hopewell HK Properties and the underwriters appointed under the Global Offering;

(iii) the Shareholders passing an ordinary resolution by way of poll at the EGM approving the implementation of the Proposed Spin-off and other related matters;

(iv) the execution and delivery of the underwriting agreements in relation to the Hong Kong Public Offering and the International Offering, the obligations of the underwriters under the underwriting agreements becoming unconditional and the underwriting agreements not being terminated in accordance with their respective terms or otherwise, on or before the dates and times to be speciﬁ ed therein; and

(v) the offer price of the HHP Shares in the Global Offering having been duly agreed between the Company, Hopewell HK Properties and the appointed joint global coordinators under the Global Offering.

If any of these and other applicable conditions are not fulfi lled or waived, if applicable, prior to the dates and times to be specifi ed, or if the Board decides not to proceed with the Proposed Spin-off, the Proposed Spin-off will not proceed and the Stock Exchange will be notifi ed immediately and an announcement will be published by the Company as soon as practicable thereafter.

— 40 — LETTER FROM THE BOARD

Minimum Pre-money Equity Valuation for Hopewell HK Properties

For the purpose of the shareholders’ approval requirement under Chapter 14 of the Listing Rules and PN15, Shareholders will be requested to approve the Proposed Spin-off at the EGM, which would proceed only if the Minimum Pre-money Equity Valuation of HK$22 billion is achieved, being a key term of the Proposed Spin-off. The Directors will consider various factors affecting the offering size and if a revised equity valuation is reached that is lower than the Minimum Pre-money Equity Valuation, Shareholders’ approval at another general meeting of the Company will be required to approve the Proposed Spin-off under Chapter 14 of the Listing Rules and PN15.

Intended use of proceeds

The expected net proceeds from the Global Offering of HK$6,430 million (being the mid-point of the expected net proceeds from the Global Offering which is subject to ﬁ nal determination of the terms of the Global Offering) are intended to be used by the HHP Group for the following purposes (the percentages relating to the net proceeds are for indication only and the ﬁ nal break down of which will be set out in the Prospectus):

• approximately 34.2% of the net proceeds for capital expenditures for the development of Hopewell Centre II;

• approximately 15.6% of the net proceeds for the acquisition and development of Amalgamation Properties, potential acquisition and development of land and properties for future projects and investment in future business opportunities when suitable opportunities arise;

• approximately 26.4% of the net proceeds towards the partial repayment of the amount drawn under the Refi nancing Facility. The Refi nancing Facility will be utilised towards fi nancing the repayment of the Outstanding Borrowings drawn under the HKD Revolving Facility, which bears an interest rate of HIBOR plus 0.32% per annum and with a maturity date in September 2014;

• up to approximately 15.6% of the net proceeds for repayments of the remaining amounts owing to the Remaining Group (if any) after the repayment or settlement thereof by way of amounts drawn under the Reﬁ nancing Facility and by way of capitalisation; and

• the balance of approximately 8.2% of the net proceeds for the HHP Group’s working capital requirements and general corporate purposes.

If the net proceeds from the Global Offering are either more or less than expected, Hopewell HK Properties will adjust the allocation of the net proceeds for the above purposes (other than the repayments of (i) the amounts owing to the Remaining Group (i.e. up to HK$1,000 million), if any; and (ii) part of the amount drawn under the Reﬁ nancing Facility as mentioned above) on a pro rata basis.

To the extent the net proceeds are not used immediately by Hopewell HK Properties for the above purposes, the net proceeds are intended to be invested by Hopewell HK Properties in short-term demand deposits with licensed banks and money market instruments.

— 41 — LETTER FROM THE BOARD

Underwriting agreements, Stock Borrowing Agreement, indemnities and other matters

In connection with the Proposed Spin-off, the Company will enter into underwriting agreements relating to the Global Offering with, among others, Hopewell HK Properties and the underwriters in respect of the Global Offering. In addition, Boyen Investments will enter into the Stock Borrowing Agreement with the appointed stabilising manager under the Global Offering.

The construction of Hopewell Centre was completed and the relevant occupation permit was issued on 29 March 1983. A narrow strip of land of approximately 250 sq. ft. (the “Concerned Land”), which previously belonged to the Group and on which a small part of Hopewell Centre was erected and currently stands, was surrendered to the Hong Kong Government during a land exchange exercise after the construction of Hopewell Centre was completed. However, the Hong Kong Government by mistake did not include the Concerned Land in the new lot of land re-granted to the Group under the Conditions of Exchange No. UB11834 dated 23 May 1985 (the “New Lot”) during such land exchange exercise.

Under the terms of the land grant in respect of the New Lot, the Director of Land (“DOL”) may in his absolute discretion either require the Group to: (a) demolish the part of the building standing on the Concerned Land, to reinstate such land to his satisfaction and deliver vacant possession of the same to the Hong Kong Government; or (b) pay to the Hong Kong Government such sum as the DOL in his absolute discretion shall determine as the premium in respect of the Concerned Land (the “Premium”). If the Group fails to demolish the part of the building built upon the Concerned Land when required by DOL as per (a) above, the DOL may demolish such part of the building and the Group shall be liable to pay on demand to the Hong Kong Government the cost of such demolition as certiﬁ ed by the DOL. Upon the payment of the Premium, the area of the Concerned Land built upon shall be deemed in all respects to be part of the New Lot.

The Lands Department of the Hong Kong Government and the Group have been discussing since February 2012 with the view to include the Concerned Land into the New Lot. Legal opinion of a senior counsel has been sought and he holds the view that if the Lands Department of the Hong Kong Government were to refuse to include the Concerned Land into the New Lot, the Group has a strong case to have the said mistake rectiﬁ ed and to assert a proprietary estoppel against the Hong Kong Government, and that the matter does not prevent the Group from having a marketable title to Hopewell Centre.

The Buildings Department of the Hong Kong Government is currently investigating an incident involving the construction of alleged unauthorised building works at KITEC. As at the Latest Practicable Date, the investigation was ongoing and that the alleged unauthorised buildings works have been demolished. After taking into account, among others, the information available and the professional advice sought, the HHP Board believes that as the alleged unauthorised building works at KITEC has been removed and demolished, it would not prevent the HHP Group from having a good and marketable title to KITEC and the HHP Group’s operations will not be adversely affected by the incident in any material respect.

In connection with the issue regarding the Concerned Land and the construction of the alleged unauthorised building works at KITEC (collectively, the “Relevant Incidents”) described above, the Company proposes to indemnify the HHP Group against any damages, losses, claims, fi nes, penalties, premium, charges, fees, costs, interests, expenses (including all legal costs and expenses), actions, proceedings, depletion of assets, loss of profi t, loss of business, costs of rectifi cation, costs of demolition or removal, costs of reinstatement and any other liability of whatever nature which may be suffered or incurred by, imposed on, or charged against the HHP Group in connection with the Relevant Incidents.

— 42 — LETTER FROM THE BOARD

The Company also proposes to give certain indemnities in favour of the HHP Group in connection with, among others, any taxation which might be payable by any member of the HHP Group in respect of any income, proﬁ ts or gains earned, accrued or received or alleged to have been earned, accrued or received on or before the date on which the Global Offering becomes unconditional on the terms and conditions set out in the relevant deed of indemnity.

PREFERENTIAL OFFERING

Based on an approximate range of 15% to 30% of the total number of HHP Shares in issue immediately following completion of the Global Offering would be issued pursuant to the Global Offering (before the exercise of the Over-allotment Option), the Board expects that between approximately 13.2% and 5.4% of the Offer Shares initially available under the Global Offering (before the exercise of the Over-allotment Option and excluding any HHP Shares which may fall to be issued upon the exercise of the options that may be granted under the HHP Share Option Scheme to be adopted) will be offered as Reserved Shares for subscription by the Qualifying Shareholders at the Offer Price under the Preferential Offering. The HHP Shares which will be subject to the Over-allotment Option will be existing HHP Shares held by a subsidiary of the Company and not new HHP Shares to be issued by Hopewell HK Properties. As such, notwithstanding that the percentage of Reserved Shares could, at most, be reduced to 4.6% of the total Offer Shares if the Over-allotment Option is exercised, the Reserved Shares as a percentage of the total number of HHP Shares in issue upon completion of the Global Offering will remain unchanged.

The Reserved Shares will be allocated out of the International Offer Shares. It is expected that the Qualifying Shareholders will be entitled to subscribe for the Reserved Shares on an assured basis, as to allocation only, for one Reserved Share for every integral multiple of 25 Shares held by them at 4:30 p.m. on the Record Date as Assured Entitlement. The ﬁ nal Assured Entitlement will depend on the number of Shares held by the Qualifying Shareholders. The Company will publish an announcement on or after the Record Date which sets out the Assured Entitlement of the Qualifying Shareholders.

With the view to maximising the percentage of HHP Shares in the hands of the public immediately after the Global Offering and increasing the number of Reserved Shares available for the subscription by the other Qualifying Shareholders, Sir Gordon Ying Sheung WU, Mr. Thomas Jefferson WU and Lady WU Ivy Sau Ping KWOK, all being Directors, have indicated to the Company that they and companies controlled by them will not take up any Reserved Shares to which they or the companies as aforesaid would be entitled to apply for under the Preferential Offering. The Reserved Shares to which they or the companies as aforesaid would have been entitled to apply for (representing approximately 30% of the expected number of Reserved Shares based on the number of Shares in issue as at the Latest Practicable Date) will be available for excess application by other Qualifying Shareholders under the Preferential Offering. In view of the aforesaid, the whole of the Reserved Shares will be available for subscription by the other Qualifying Shareholders; and as such, the number of Reserved Shares that other Qualifying Shareholders could acquire, if they so choose, would be more than on the basis of 1 Reserved Share for every integral multiple of 25 Shares held.

The Directors consider that the proportion of the Offer Shares which would be made available as Reserved Shares for subscription by the Qualifying Shareholders is a meaningful proportion and is comparable to other similar spin-off listing cases, and that due regard to the interest of the Company’s existing shareholders under paragraph 3(f) of PN15 has been made and the percentage of the Offer Shares to be allocated for the Preferential Offering.

In addition to the Reserved Shares, the Qualifying Shareholders will also be entitled to subscribe for the Hong Kong Offer Shares under the Hong Kong Public Offering. Any Shareholder whose registered

— 43 — LETTER FROM THE BOARD address is in a Speciﬁ ed Territory on the register of members of the Company at 4:30 p.m. on the Record Date will not be entitled to subscribe for the Reserved Shares under the Preferential Offering.

According to the register of members of the Company as at the Latest Practicable Date, the Company had 110 Overseas Shareholders with addresses in the Overseas Territories. In accordance with Rule 13.36(2) of the Listing Rules, the Company has made enquiries regarding the legal restrictions under the applicable securities legislation of the Overseas Territories and the requirements of the relevant regulatory bodies or stock exchanges with respect to the offer of the Reserved Shares to the Overseas Shareholders in the Overseas Territories. Having considered the circumstances, the Board considers it necessary or expedient to restrict the ability of the Overseas Shareholders in the Specifi ed Territories to take up their Assured Entitlement to the Reserved Shares under the Preferential Offering due to the time and costs involved in the registration or fi ling of the Prospectus and/or approval required by the relevant authorities in those territories and/or additional steps which would be necessary to comply with the local legal and/or other requirements which would need to be satisfi ed in order to comply with the relevant local or regulatory requirements in those territories. Accordingly, Non-Qualifying Shareholders will not be entitled to apply for any Reserved Shares under the Preferential Offering.

Any Qualifying Shareholder who holds the Shares as a nominee, trustee or registered holder in any other capacity will not be treated differently from any other registered holder. Any beneﬁ cial owner of the Shares whose Shares are registered in the name of a nominee, trustee or registered holder in any other capacity should make arrangements with such nominee, trustee or registered holder in relation to the Assured Entitlement. Any such person may consider whether he/she/it wishes to arrange for the registration of the relevant Shares in the name of the beneﬁ cial owner prior to the Record Date.

A BLUE Application Form will be despatched to each Qualifying Shareholder with an Assured Entitlement. In addition, Qualifying Shareholders will receive a copy of the Prospectus in the manner in which they have elected to receive corporate communications under the Company’s corporate communications policy.

If a Qualifying Shareholder has elected to receive corporate communications from the Company in printed form, a printed copy of the Prospectus in the elected language version(s) and the BLUE Application Form will be despatched to such Qualifying Shareholder.

If a Qualifying Shareholder has (a) elected to receive an electronic version of corporate communications or (b) not made any election, such Qualifying Shareholder will be deemed to have consented to receiving the electronic form of corporate communications from the Company, an electronic version of the Prospectus (which is identical to the printed Prospectus) can be accessed and downloaded from the websites of Hopewell HK Properties and the Stock Exchange at www.hopewellhkproperties.com and www.hkexnews.hk under the section headed “HKExnews > Listed Company Information > Latest Listed Company Information”, respectively.

A Qualifying Shareholder who has elected to receive or is deemed to have consented to receiving the electronic form of the Prospectus may at any time request for a printed copy of the Prospectus by sending a request in writing to the Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or by email to [email protected]. The Share Registrar of the Company will promptly upon request send by ordinary post a printed copy of the Prospectus to such Qualifying Shareholder free of charge, although such Qualifying Shareholder may not receive the Prospectus before the close of the Hong Kong Public Offering.

— 44 — LETTER FROM THE BOARD

Qualifying Shareholders may also obtain a printed copy of the Prospectus during normal business hours during the offering period from any of the designated branches of the receiving banks and the designated ofﬁ ces of each of the appointed joint global coordinators under the Global Offering (unless otherwise indicated).

In respect of making available of the Prospectus in the electronic format on the websites of Hopewell HK Properties and the Stock Exchange, instead of sending a printed copy of the Prospectus to those Qualifying Shareholders who have not made any election as to the manner in which they would like to receive corporate communication, the Company has applied for a waiver to the Company from strict compliance with the requirements of Rule 2.07A(2) of the Listing Rules.

Distribution of the Prospectus and/or the BLUE Application Forms into any jurisdiction other than Hong Kong may be restricted by law. Persons (including, without limitation, agents, custodians, nominees and trustees) into whose possession the Prospectus and/or the BLUE Application Forms come should inform themselves of, and observe, any such restriction. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. In particular, the Prospectus should not be distributed, forwarded or transmitted in, into or from any of the Speciﬁ ed Territories with or without the BLUE Application Forms, except to Qualifying Shareholders as speciﬁ ed in this circular.

The Prospectus and/or the BLUE Application Form does not and will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, the Prospectus and/or the BLUE Application Form must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, agents, custodians, nominees and trustees) who receive a copy of the Prospectus and/or the BLUE Application Forms should not, in connection with the Preferential Offering, distribute or send the same in, into or from, any of the Speciﬁ ed Territories. If the BLUE Application Form is received by any person in any such territory, or by his/her/its agent or nominee, he/she/it should not apply for any Reserved Shares unless the Directors and directors of Hopewell HK Properties determine that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, agents, custodians, nominees and trustees) who forward the Prospectus and/or the BLUE Application Form(s) in, into or from any Speciﬁ ed Territory (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this section.

Qualifying Shareholders may apply for a number of Reserved Shares which is greater than or equal to their Assured Entitlement under the Preferential Offering. A valid application for a number of Reserved Shares which is less than or equal to a Qualifying Shareholder’s Assured Entitlement under the Preferential Offering will be accepted in full, subject to the terms and conditions set out in the Prospectus, the BLUE Application Form or the Blue Form eIPO service via www.eipo.com.hk and assuming the conditions of the Preferential Offering are satisfi ed. If an application is made for a number of Reserved Shares greater than the Assured Entitlement of a Qualifying Shareholder, the Assured Entitlement will be satisfi ed in full but the excess proportion of such application will only be met to the extent that there are suffi cient available Reserved Shares resulting from other Qualifying Shareholders declining to take up some or all of their Assured Entitlement by way of allocation by the joint global coordinators on a fair and reasonable basis, such allocation basis being consistent with the allocation basis commonly used in the case of over- subscriptions in public offerings in Hong Kong, where a higher allocation percentage will be applied in respect of smaller applications of excess Reserved Shares, and thereafter at the discretion of the joint global coordinators, to other investors in the International Offering. If an application is made for a number of Reserved Shares less than the Assured Entitlement of a Qualifying Shareholder, the applicant should apply for a number in one of the numbers of full board lots stated in the table of numbers and payments

— 45 — LETTER FROM THE BOARD on the back page of the BLUE Application Form which also states the amount of remittance payable on application for each number of full board lots of Reserved Shares. Otherwise, the applicant must calculate the correct amount of remittance payable on application for the number of Reserved Shares applied for by using the special formula set out in the BLUE Application Form. Any application not accompanied by the correct amount of application monies will be treated as invalid in its entirety and no Reserved Share(s) will be allotted to such applicant.

In addition to any application for Reserved Shares, Qualifying Shareholders will be entitled to make one application for Hong Kong Offer Shares.

Qualifying Shareholders should note that Assured Entitlement to the Reserved Shares may not represent a number of a full board lot of 200 HHP Shares. Further, the Reserved Shares allocated to the Qualifying Shareholders will be rounded down to the closest whole number if required, and dealings in odd lots of the HHP Shares may be at a price below the prevailing market price for full board lots.

Assured Entitlement of the Qualifying Shareholders to the Reserved Shares are not transferable and there will be no trading in nil-paid entitlements on the Stock Exchange. Any Assured Entitlement not taken up by the Qualifying Shareholders will be allocated to the International Offering.

The Proposed Spin-off is subject to market conditions

The Directors wish to emphasise that, even if the Proposed Spin-off is approved by an ordinary resolution of the Shareholders passed at the EGM and the other outstanding conditions are fulﬁ lled, the ﬁ nal decision of the Board as to whether or not to proceed with the Proposed Spin-off is subject to market conditions and pricing. The Board will only proceed with the Proposed Spin-off if the Board considers that the price for the HHP Shares which can be obtained under the Global Offering, which is subject to market conditions, is such that proceeding with the Proposed Spin-off on those terms would be in the interests of the Company and the Shareholders as a whole.

The Preferential Offering will not proceed unless the Proposed Spin-off proceeds.

EMPLOYEE PREFERENTIAL OFFERING

A portion of the Offer Shares initially available under the Hong Kong Public Offering (which is expected to be approximately 7% of the Offer Shares initially being offered under the Hong Kong Public Offering (representing 1% of the total number of Offer Shares initially being offered under the Global Offering) will be made available for subscription by the Eligible Employees on a preferential basis) will be offered as the Employee Reserved Shares for subscription by the Eligible Employees at the Offer Price on a preferential basis as to allocation only. The Employee Reserved Shares will be allocated out of the Hong Kong Offer Shares.

HHP SHARE OPTION SCHEME

The Directors propose to put the HHP Share Option Scheme to the Shareholders for approval at the EGM. As Hopewell HK Properties is a subsidiary of the Company, the HHP Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules and the adoption of the HHP Share Option Scheme is subject to the approval of the Shareholders in accordance with Rule 17.01(4) of the Listing Rules.

— 46 — LETTER FROM THE BOARD

The purpose of the HHP Share Option Scheme is to provide Hopewell HK Properties with an alternative means of giving incentive to, rewarding, remunerating, compensating and/or providing benefi ts to its personnel and for such other purposes as the HHP Board may approve from time to time. The HHP Share Option Scheme will provide its participants with an opportunity to have a personal stake in Hopewell HK Properties with a view to achieving the following objectives, namely, (i) to motivate such participants to optimise their performance effi ciency for the benefi t of the HHP Group; and (ii) track and retain or otherwise maintain relationships with such participants whose contributions are or will be benefi cial to the long-term growth of the HHP Group.

As the HHP Directors are entitled to determine any performance targets and minimum holding period which apply to an option on a case by case basis, and (in the case of the HHP Share Option Scheme) ﬁ x the subscription price, it is expected that grantees of an option under the HHP Share Option Scheme will have an incentive to contribute to the development of the HHP Group.

The HHP Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules.

Pursuant to Note (1) of Rule 17.03(3) of the Listing Rules, the total number of securities which may be issued upon exercise of all options to be granted under a share option scheme and any other schemes must not in aggregate exceed 10% (the “General Scheme Limit”) of the relevant class of securities of the listed issuer (or the subsidiary) in issue as at the date of approval of the scheme.

Taking into consideration the fact that (i) the HHP Share Option Scheme shall not become effective until (and unless there is) the Listing and the HHP Share Option Scheme will lapse if the Listing does not take place; (ii) the signiﬁ cant difference of the number of issued HHP Shares as at the date of EGM and that upon the Listing Date, it is impracticable to set the General Scheme Limit of the HHP Share Option Scheme as at the date of EGM. The Company has therefore applied for a waiver from strict compliance with the requirement under Note (1) to Rule 17.03(3) of the Listing Rules that the General Scheme Limit be based on the total number of HHP Shares in issue at the time when dealings in the HHP Shares ﬁ rst commence on the Stock Exchange.

The Directors consider it inappropriate to disclose the value of options which may be granted under the HHP Share Option Scheme as if they had been granted as at the Latest Practicable Date. Any such valuation will have to be made on the basis of certain option pricing model or other methodology, which depends on various assumptions including, the exercise price, the exercise period, interest rate, expected volatility and other variables. As no options under the HHP Share Option Scheme have been granted as at the Latest Practicable Date, certain variables are not available for calculating the value of such options. The Directors and the HHP Directors believe that any calculation of the value of the options under the HHP Share Option Scheme as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to investors.

A summary of the principal terms of the HHP Share Option Scheme is set out in Appendix III to this circular. This serves as a summary of the terms of the HHP Share Option Scheme but does not constitute the full terms of the same. The full terms of the HHP Share Option Scheme may be inspected at the registered ofﬁ ce of the Company at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong during normal business hours from the date of this Circular up to, and including, the date of the EGM.

The terms of the HHP Share Option Scheme require compliance by Hopewell HK Properties under Chapter 17 of the Listing Rules. As required by Rule 17.01(4) of the Listing Rules, where any provisions of the HHP Share Option Scheme require Hopewell HK Properties to seek approval of the HHP Shareholders

— 47 — LETTER FROM THE BOARD or the independent non-executive directors of Hopewell HK Properties, corresponding approval will be simultaneously obtained from the Shareholders or the independent non-executive Directors of the Company, so long as Hopewell HK Properties remains as a listed subsidiary of the Company and the Company remains listed on the Stock Exchange. The taking effect of the HHP Share Option Scheme is conditional on, among others, (i) the Shareholders passing an ordinary resolution at the EGM to approve the HHP Share Option Scheme; (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of HHP Shares to be issued pursuant to the exercise of any options which may be granted under the HHP Share Option Scheme; and (iii) the commencement of dealings in the HHP Shares on the Main Board of the Stock Exchange.

LISTING RULES IMPLICATIONS

Assuming that the number of Offer Shares which will initially be available under the Global Offering represents 30% of the total number of HHP Shares in issue immediately following completion of the Global Offering, the Company’s indirect entire equity interest in Hopewell HK Properties will be reduced to 70% immediately following completion of the Proposed Spin-off (before the exercise of the Over-allotment Option), and will be further reduced to 65.5% (assuming that the Over-allotment Option is exercised in full). The Proposed Spin-off will constitute a deemed disposal under Rule 14.29 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with Rule 14.06 of the Listing Rules could be more than 25% but are expected to be less than 75%, the Proposed Spin-off may constitute a “major transaction” of the Company under Chapter 14 of the Listing Rules. Accordingly, the Proposed Spin-off will be subject to the shareholders’ approval requirements under the Listing Rules. In addition, the HHP Share Option Scheme will also be subject to the approval of the Shareholders under Chapter 17 of the Listing Rules.

EGM

The EGM shall be convened for the purposes of allowing the Shareholders to consider and, if thought ﬁ t, approve, among others, the Proposed Spin-off and the HHP Share Option Scheme.

As no Shareholder has a material interest in the Proposed Spin-off different from other Shareholders, all Shareholders are entitled to vote on the ordinary resolutions to approve the Proposed Spin-off and the adoption of the HHP Share Option Scheme at the EGM.

A notice convening the EGM to be held on Thursday, 23 May 2013 at 2:30 p.m. at Auditorium, 3/F., Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong is set out on pages 120 to 124 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and deposit it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certiﬁ ed copy thereof, at the Company’s registered ofﬁ ce at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding of the EGM or adjourned meeting thereof (as the case may be).

Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

— 48 — LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

As set out in the announcement of the Company dated 3 May 2013, the register of members of the Company will be closed from Tuesday, 21 May 2013 to Thursday, 23 May 2013 (both days inclusive) for the purpose of determining the eligibility of Shareholders to attend and vote at the EGM. No transfer of Shares will be effected during Tuesday, 21 May 2013 to Thursday, 23 May 2013 (both days inclusive). In order to be eligible for attending and voting at the EGM, all transfer forms accompanied by the relevant share certiﬁ cates must be lodged with the Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Monday, 20 May 2013 (or such later date as the Board may determine and announce).

The register of members of the Company will further be closed on Wednesday, 29 May 2013 (or such other date(s) as the Board may determine and announce) for the purpose of determining the entitlement of the Qualifying Shareholders to the Preferential Offering. No transfer of Shares will be effected on Wednesday, 29 May 2013. In order to qualify for the Preferential Offering, all transfer forms accompanied by the relevant share certiﬁ cates must be lodged with the Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Tuesday, 28 May 2013 (or such later date as the Board may determine and announce). The last day for dealing in the Shares cum-entitlements to the Preferential Offering is expected to be on Friday, 24 May 2013.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except as provided under that rule. Therefore, the ordinary resolutions set out in the notice convening the EGM as set out in this circular will be taken by poll. After the conclusion of the EGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee comprising four out of ﬁ ve of the Company’s independent non- executive Directors, namely Mr. Guy Man Guy WU, Ms. Linda Lai Chuen LOKE, Mr. Sunny TAN and Dr. Gordon YEN has been formed to advise the Shareholders as to whether the terms of the Proposed Spin-off are fair and reasonable and whether the Proposed Spin-off in the interests of the Company and the Shareholders as a whole and to advise the Shareholders on how to vote in relation to the ordinary resolution to be proposed to approve the Proposed Spin-off, taking into account the recommendations of the Independent Financial Adviser. As Mr. Ahito NAKAMURA, an independent non-executive Director, is also a HHP Director, he has not formed part of the Independent Board Committee in order that the independence of such committee can be maintained.

Somerley has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders as to whether the terms of the Proposed Spin-off are fair and reasonable and whether the Proposed Spin-off is in the interests of the Company and the Shareholders as a whole and to advise the Shareholders on how to vote in respect of the Proposed Spin-off at the EGM.

RECOMMENDATIONS

The Directors (excluding the independent non-executive Directors) are of the view that the terms of the Proposed Spin-off are fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

— 49 — LETTER FROM THE BOARD

Your attention is drawn to (i) the Letter from the Independent Board Committee set out on page 52 of this circular which contains the recommendations of the Independent Board Committee to the Shareholders concerning the Proposed Spin-off; and (ii) the letter from the Independent Financial Adviser to the Independent Board Committee and the Shareholders set out on pages 53 to 70 of this circular containing its advice to the Independent Board Committee and the Shareholders in this regard.

The Independent Board Committee, having taken into account the advice from the Independent Financial Adviser, considers that the terms of the Proposed Spin-off are fair and reasonable so far as the Shareholders are concerned and that the Proposed Spin-off is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Proposed Spin-off.

GENERAL

The Board expects that the Prospectus containing, among others, details of the Preferential Offering (including the basis of allocation) will be despatched to the Qualifying Shareholders in due course.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the proposed subscribers for the HHP Shares under the Global Offering (and their respective ultimate beneﬁ cial owners), will be third parties independent of the Company and its connected persons (as deﬁ ned in the Listing Rules), except that:

(a) all Qualifying Shareholders (including connected persons of the Company who are Qualifying Shareholders) will be entitled to participate in the Preferential Offering; and

(b) an application has been made to the Stock Exchange for a waiver from strict compliance with Rule 10.03 of the Listing Rules to permit the HHP Directors (and their associates) who are Shareholders or Eligible Employees to subscribe for the HHP Shares under the Preferential Offering or Employee Preferential Offering, respectively.

The Company is a public company incorporated with limited liability in Hong Kong, and has been listed on the Main Board of the Stock Exchange since 21 August 1972 (stock code: 54). The Group is principally engaged in the businesses of property development and investment, property related services and hospitality in Hong Kong and the PRC, power and highway infrastructure.

The Group’s highway infrastructure business is carried out through its subsidiary, Hopewell Highway, and its subsidiaries and jointly controlled entities. Hopewell Highway was spun-off from the Company in, and has been separately listed on the Main Board of the Stock Exchange since 2003.

Hopewell HK Properties is an exempted company incorporated in the Cayman Islands with limited liability on 23 January 2013. As at the date of this circular, Hopewell HK Properties is an indirect wholly- owned subsidiary of the Company. After completion of the Proposed Spin-off, the HHP Group will principally be engaged in the HHP Group Businesses, comprising businesses of Hong Kong property development and investment, property related services and hospitality.

In connection with the Global Offering, the price of the HHP Shares may be stabilised in accordance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

— 50 — LETTER FROM THE BOARD

This circular is being distributed to the Shareholders. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. Neither this circular nor anything contained therein shall form the basis of any contract or commitment whatsoever.

Shareholders should note that the Company may or may not proceed with the Proposed Spin-off in accordance with the terms set out above, or at all. The Board wishes to emphasise that the speciﬁ c terms and timing of the Proposed Spin-off may require certain consents and approvals, including the approval of Shareholders by ordinary resolution. An application has been made to the Stock Exchange for the listing of, and permission to deal in, the HHP Shares on the Main Board of the Stock Exchange. Such consents and approvals may or may not be obtained. Given the uncertainty as to whether the Proposed Spin-off will take place, and if it does, when it will take place, Shareholders are therefore urged to exercise caution when dealing in the securities of the Company. Any decision to apply for the HHP Shares under the Global Offering should be based solely on the information provided in the Prospectus. Further announcement(s) will be made as and when appropriate in respect of any material developments relating to the Proposed Spin-off and/or any material change in the information contained in this circular. If in any doubt, Shareholders and other persons contemplating dealing in securities of the Company and potential investors are recommended to consult their professional advisers.

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board Hopewell Holdings Limited Sir Gordon Ying Sheung WU Chairman

— 51 — LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(incorporated in Hong Kong with limited liability) (Stock Code: 54)

6 May 2013

To the Shareholders

Dear Sir or Madam,

We have been appointed as members of the Independent Board Committee to advise you in connection with the Proposed Spin-off, details of which are set out in the Letter from the Board in the circular of Hopewell Holdings Limited dated 6 May 2013 (the “Circular”), of which this letter forms part. Terms used in this letter have the same meanings as deﬁ ned in the Circular unless the context otherwise requires.

We wish to draw your attention to the Letter from the Independent Financial Adviser as set out on pages 53 to 70 of the Circular, which contains its advice and recommendation to us as to whether or not the terms of the Proposed Spin-off are fair and reasonable and in the interests of the Shareholders as a whole and its recommendation to Shareholders as to how to vote in respect of the ordinary resolution to be proposed at the EGM to approve the Proposed Spin-off, as well as the principal factors and reasons for its advice and recommendation.

We wish to draw your attention to the Letter from the Board and the Letter from the Independent Financial Adviser as set out in the Circular. Having considered, among others, the factors and reasons considered by, and the advice and recommendation of the Independent Financial Adviser as set out in its aforementioned letter of advice, we consider that the terms of the Proposed Spin-off are fair and reasonable and the Proposed Spin-off is in the interests of the Company and its Shareholders as a whole. We therefore recommend the Shareholders to vote in favour of the ordinary resolution to approve the Proposed Spin-off to be proposed at the EGM which is set out in the notice convening the EGM.

Yours faithfully, Independent Board Committee Mr. Guy Man Guy WU, Ms. Linda Lai Chuen LOKE, Mr. Sunny TAN and Dr. Gordon YEN Independent Non-Executive Directors

— 52 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from Somerley Limited to the Independent Board Committee and the Shareholders in respect of the Proposed Spin-off prepared for the purpose of incorporation in this circular.

SOMERLEY LIMITED 20th Floor Aon China Building 29 Queen’s Road Central Hong Kong

6 May 2013

To the Independent Board Committee and the Shareholders

Dear Sirs,

MAJOR TRANSACTION IN RELATION TO THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF HOPEWELL HONG KONG PROPERTIES LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Shareholders in relation to the Proposed Spin-off. Details of the Proposed Spin-off are contained in the “Letter from the Board” set out in the circular to the Shareholders dated 6 May 2013 (the “Circular”), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those deﬁ ned in the Circular.

The Proposed Spin-off is anticipated to be effected by way of the Global Offering, pursuant to which the HHP Shares will be offered for subscription by way of an initial public offering in Hong Kong and an international offering to professional, institutional and other investors. The Proposed Spin- off will constitute a deemed disposal under Rule 14.29 of the Listing Rules and may, depending on the eventual size, also constitute a major transaction of the Company under Chapter 14 of the Listing Rules. Accordingly, the Proposed Spin-off will be subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules.

In order to provide assured entitlements to the Shareholders under the Listing Rules, Qualifying Shareholders will be entitled to apply for a certain number of HHP Shares (subject to certain conditions) by way of the Preferential Offering. Based on the expected timetable, the register of members of the Company will be closed from 21 May 2013 to 23 May 2013 for the purpose of determining the rights to vote at the EGM. It should be noted that it is not within our terms of reference to advise the Qualifying Shareholders as to whether or not to participate in the Preferential Offering. In this regard, the Qualifying Shareholders are recommended to consult their own professional advisers and refer to the information contained in the Circular and the Prospectus to be issued in due course. We have not considered the tax consequences of the Proposed Spin-off, including the Preferential Offering, on Shareholders since these are particular to their individual circumstances. Shareholders who are subject to overseas taxation on securities dealing should consider their own tax positions with regard to the Proposed Spin-off and, if in doubt, should consult their own professional advisers.

— 53 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising four out of ﬁ ve of the Company’s independent non- executive Directors, namely Mr. Guy Man Guy WU, Ms. Linda Lai Chuen LOKE, Mr. Sunny TAN and Dr. Gordon YEN, has been established to advise the Shareholders on the terms of the Proposed Spin-off. We have been appointed to advise the Independent Board Committee and the Shareholders in relation thereto.

In formulating our advice and recommendation, we have relied on the information and facts supplied, and the opinions expressed, by the Directors and the management of the Group, including the HHP Group, and we have assumed such information and facts to be true, accurate and complete as at the date of the Circular and will remain so up to the time of the EGM. We have also sought and received confi rmation from the Directors that all material relevant information has been supplied to us and that no material facts have been omitted from the information supplied and opinions expressed to us. We have relied on such information and consider that the information we have received is suffi cient for us to reach our advice and recommendation as set out in this letter and to justify our reliance on such information. We have no reason to doubt the truth and accuracy of the information provided and opinions expressed to us, or to believe that any material information has been omitted or withheld. We have not, however, conducted any independent investigation into the business and affairs of the Group, including the HHI Group and the HHP Group, nor have we carried out any independent verifi cation of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation with regard to the Proposed Spin-off, we have considered the following principal factors and reasons:

I. Businesses of the Group and the HHP Group

(a) Business of the Group

The Company was listed on the Main Board of the Stock Exchange in 1972. In the course of decades of development principally in the property and the infrastructure business, the Group has become one of the leading business conglomerates in Hong Kong, with substantial business involvement in the PRC. In 2003, Hopewell Highway, which holds the Group’s toll road investment business in the PRC, was spun-off and separately listed on the Stock Exchange. The Group’s current principal operating segments include:

— Property investment

Property letting, agency and management

— Hotel, restaurant and catering operation

Hotel ownership and management, restaurant operations and food catering

— Property development

Development and/or sale of properties, properties under development and project management

— 54 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

— Toll road investment

Investments, development, operation and management of expressway projects

— Power plant

Power plant investments, development, operation and management

— Treasury income

Interest income from bank balances and amounts due from jointly controlled entities

— Other operations

Manufacture and sales of food

(b) Business of the HHP Group

As of the Latest Practicable Date, the entire equity interest of Hopewell HK Properties is held indirectly by the Company. Upon completion of the Proposed Spin-off, Hopewell HK Properties will become a company separately listed on the Main Board of the Stock Exchange. It is the intention of the Company to retain Hopewell HK Properties as a subsidiary of the Company following the Proposed Spin-off.

The HHP Group is principally engaged in the businesses of Hong Kong property development and investment, property related services and hospitality.

Property investment Letting, agency and management of completed investment properties in Hong Kong, including Hopewell Centre in Wan Chai, KITEC in Kowloon Bay, Panda Place in Tsuen Wan, and a number of other properties in Hong Kong

Hotel, restaurant and Hotel ownership and management, restaurant operations and food catering operation catering, which include the operation of Panda Hotel in Tsuen Wan and the restaurant and catering operations at KITEC in Kowloon Bay

Property development Development and/or sale of commercial and residential property projects including Hopewell Centre II and the 200 Queen’s Road East Project in Wan Chai, and project management

— 55 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a map providing an overview of Hopewell HK Properties’ property portfolio, which represents most of the existing property investment and property development businesses of the Group in Hong Kong:

II. Background to and reasons for the Proposed Spin-off

(a) Background of the Proposed Spin-off

Being one of established property developers in Hong Kong, the Group has been involved in large scale property development projects from time to time. These include the Hopewell Centre (completed in 1983) in Wan Chai, Hong Kong and KITEC (completed in 1995) in Kowloon Bay, Hong Kong. These commercial properties, since completion, have been held as investment properties and have been producing a steady income stream to the Group.

In recent years, the Group has been involved in two large scale property development projects in Hong Kong, namely the 200 Queen’s Road East Project and Hopewell Centre II. According to the interim report of the Company for the six months ended 31 December 2012, the 200 Queen’s Road East Project, jointly developed with Sino Land Company Limited through a 50/50 joint venture company and located in Wan Chai, Hong Kong, is an urban redevelopment project comprising residential, retail and public-use elements with a planned investment of approximately HK$9 billion (the Group’s share: HK$4.5 billion), which will principally be fi nanced by bank borrowings. Hopewell Centre II, located in Wan Chai, Hong Kong, will be developed into a conference hotel together with retail and offi ce areas, and is estimated to require a total investment of approximately HK$9 billion. Following the payment of the land premium for the Hopewell Centre II project of approximately HK$3,726 million in October 2012, the Group entered a net debt position as at 31 December 2012 for the fi rst time since 2003. The above projects, when completed, are expected to contribute substantially in terms of stable income to the Group.

— 56 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Against the above backdrop, the Company considers it prudent to ﬁ nance the capital expenditure of the Hopewell Centre II project and other future opportunities at least partly by using equity fund raising alternatives, in order to maintain a healthy ﬁ nancial position for the Group’s present and future development and investment opportunities. We consider this to be a reasonable strategy.

In the event that the Proposed Spin-off or other equity fund raising exercises could not proceed, the Group may have to ﬁ nance the projects mentioned above by additional borrowings, which would increase the gearing position of the Group.

(b) Reasons for and beneﬁ ts of the Proposed Spin-off

As a business conglomerate, the Group operates a range of different businesses including but not limited to property development and investment, property related services and hospitality businesses, toll road and power plant investments. In considering the Proposed Spin-off, the Directors are of the view that a separate listing of the businesses of Hong Kong property development and investment would create a more defi ned business focus and more effi cient resource allocation by separating the Remaining Group and the HHP Group. Their respective managements can adopt different business and fi nancing strategies which suit their own business model. Management responsibility and accountability in relation to the HHP Group Businesses would come under closer scrutiny by investors and would allow for management incentives to be tied more directly to the relevant business.

Further, the Directors consider that, by virtue of a separate listing, the different funding platforms for the Remaining Group Businesses and the HHP Group Businesses would provide increased fi nancing fl exibility for both groups and allow credit rating agencies and/or fi nancial institutions to draw up separate credit profi les for both groups.

In addition, the Directors believe that a separate listing of Hopewell HK Properties would provide the market with the opportunity to value the HHP Group Businesses on a stand-alone basis and diversify the shareholder base by attracting new investors who are in particular interested to invest exclusively in premium Hong Kong properties.

The Directors are also of the view that due to the listing of Hopewell HK Properties, the fair value of the HHP Group Businesses will be more distinctly identifi ed and established. Given that Hopewell HK Properties is expected to remain as a subsidiary of the Company following the Proposed Spin-off and its fi nancial results and balance sheet will continue to be consolidated into the fi nancial statements of the Group, the Company will continue to be able to share the benefi ts of the future growth of the HHP Group.

Given the above, the Directors are of the view that the Proposed Spin-off is in the interests of the Company and the Shareholders taken as a whole. We concur with this view.

Assuming the Minimum Pre-money Equity Valuation of HK$22,000 million, the expected net proceeds from the Global Offering are in the range of approximately HK$3,727 million and HK$9,134 million, depending on the number of Offer Shares to be issued under the Global Offering. Based on the mid-point of the above range, the expected net proceeds from the Global Offering are approximately HK$6,430 million (the “Estimated Net Proceeds”). Hopewell HK Properties currently

— 57 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

intends to use the above proceeds for the following purposes (the percentages relating to the net proceeds are for indication only):

• approximately 34.2% of the Estimated Net Proceeds for capital expenditures for the development of Hopewell Centre II;

• approximately 15.6% of the Estimated Net Proceeds for the acquisition and development of the Amalgamation Properties (which represents certain individual units at several sites in Hong Kong being reserved by the HHP Group for future development), and potential acquisition and development of land and properties;

• approximately 26.4% of the Estimated Net Proceeds towards the partial repayment of the amount drawn under the Reﬁ nancing Facility;

• up to approximately 15.6% of the Estimated Net Proceeds for repayments of the remaining amounts owing to the Remaining Group; and

• the balance of approximately 8.2% of the Estimated Net Proceeds for the HHP Group’s working capital requirements and general corporate purposes.

The additional fi nancial resources available to the HHP Group through the Proposed Spin-off would also increase the Remaining Group’s fl exibility to deploy its own fi nancial resources to fund the Remaining Group Businesses and/or other suitable investment opportunities in the future.

III. Structure of the Proposed Spin-off

The Company intends to effect the Proposed Spin-off by way of the Global Offering, which, at present, is expected to comprise the Hong Kong Public Offering and the International Offering. The Hong Kong Public Offering is expected to comprise HHP Shares to be made available for subscription by the public and institutional and professional investors in Hong Kong, as well as Eligible Employees under the Employee Preferential Offering. The International Offering is expected to comprise HHP Shares to be made available for subscription by certain professional, institutional and other investors, as well as Qualifying Shareholders under the Preferential Offering.

Set out below is the simpliﬁ ed shareholding structure of the HHP Group immediately before completion of the Proposed Spin-off:

The Company

100% (Note 1)

Boyen Investments

100%

HHP Group

— 58 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the simpliﬁ ed shareholding structure of the HHP Group immediately following completion of the Proposed Spin-off:

The Company

100% (Note 1)

Boyen Investments Qualifying Others Shareholders 70.0% (Note 2) 1.6% (Note 2) 28.4% (Note 2)

HHP Group

Notes:

1. The Company’s interest in Boyen Investments is held through its direct wholly-owned subsidiary, Novel Spring.

2. The percentage of the HHP Shares held by each of Boyen Investments, the Qualifying Shareholders and the other holders of the HHP Shares (which include the Eligible Employees, who have successfully applied for the Employee Reserved Shares) is based on the assumptions that (i) the number of issued Shares as of the Latest Practicable Date, being 875,132,521, will remain so until the Record Date such that the number of Reserved Shares available for subscription under the Preferential Offering would be 35,005,300, based on the Assured Entitlement allocation basis of 1 Reserved Share for every integral multiple of 25 Shares held by the Qualifying Shareholders; (ii) the Reserved Shares under the Preferential Offering will be subscribed by the Qualifying Shareholders in full; (iii) a maximum of approximately 30.0% of the HHP Shares will be offered pursuant to the Global Offering (before the exercise of the Over-allotment Option); and (iv) the total number of HHP Shares in issue immediately upon completion of the Global Offering less the Offer Shares (excluding such Offer Shares which may be sold pursuant to the exercise of the Over-allotment Option) will be 1,500,000,000. Hopewell HK Properties may reduce the percentage of the HHP Shares available under the Global Offering but in any event to not less than 15.0% of its shares taking into account of the Reserved Shares and the Employee Reserved Shares available under the Global Offering (assuming that the Public Float Waiver is granted).

Assuming that the Over-allotment Option will be exercised in full, the above shareholdings for Boyen Investments and the other holders of the HHP Shares would change to 65.5% and 32.9%, respectively.

Following the Global Offering, the interests to be held by the Company in the HHP Group will be diluted. Immediately after completion of the Global Offering, Hopewell HK Properties is expected to remain as a subsidiary of the Company. Hopewell HK Properties has applied to the Stock Exchange for the Public Float Waiver to request the Stock Exchange to exercise its discretion under Rule 8.08(1)(d) of the Listing Rules to allow a minimum of 15.0% of Hopewell HK Properties’ total issued share capital to be held by the public from time to time.

Excluded properties in Hong Kong

As further explained in the “Letter from the Board” contained in the Circular, due to uncertainties arising from the on-going discussions and disputes relating to certain properties of the Group in Hong Kong, the Remaining Group will continue to retain such properties in Hong Kong, namely the Nam Koo Property, the Miu Kang Property and the Retained Car Park Lots (together, the “Excluded Properties”) following the Proposed Spin-off.

— 59 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Nam Koo Property, located in Wan Chai, Hong Kong, has a total GFA of approximately 23,039 sq.ft.. The Company is negotiating with the Hong Kong Government to change the current town plan zoning such that the Nam Koo Property can be developed or redeveloped. As advised by an independent professional property valuer, it is not possible to carry out a reasonably accurate valuation in respect of the Nam Koo Property at present. Accordingly, the Company considers that there is no present basis to allow the Nam Koo Property to be transferred to the HHP Group at an appropriate market valuation or price.

The Miu Kang Property, located immediately adjacent to the Nam Koo Property, has a GFA of approximately 14,868 sq.ft.. The Miu Kang Property currently has limited development and redevelopment potential unless it can be redeveloped together with the Nam Koo Property.

The Remaining Group holds approximately 46% of the JV Company which owns the Retained Car Park Lots representing 33 car park lots in Shun Tak Centre, Sheung Wan, Hong Kong. There are on-going disputes relating to the Retained Car Park Lots. The Remaining Group’s 46% effective interest in the Retained Car Park Lots represents less than 0.1% of the value of the properties attributable to the HHP Group as at 31 March 2013.

To ensure there is no confl ict of interest between the Remaining Group and the HHP Group, the Company proposes to grant the Options and Rights to the HHP Group, such that the HHP Group would have options to purchase the Group’s interest in the Nam Koo Property or the Miu Kang Property at a value based on the then prevailing valuation of the Nam Koo Property or the Miu Kang Property, and/or rights of fi rst refusal in the event that the Remaining Group proposes to dispose its interests in the Excluded Properties to third parties. If the restrictions on the development or redevelopment of the Nam Koo Property are removed, it is Hopewell HK Properties’ current intention to acquire the Nam Koo Property and the Miu Kang Property. Given the above arrangements and the fact that there is presently no appropriate market valuation or price for the transfer of the Nam Koo Property to the HHP Group and that the Nam Koo Property, the Miu Kang Property and the Retained Car Park Lots constitute an insignifi cant part of the aggregate market value of the HHP Group’s property portfolio, we concur with the Directors’ view that the Remaining Group’s continued interest in the Excluded Properties will not affect the delineation of the HHP Group Businesses from the Remaining Group Businesses.

Non-competition undertaking

As further explained in the “Letter from the Board” contained in the Circular, the Company proposes to enter into the Deed of Non-competition pursuant to which the Company will irrevocably and unconditionally undertake to Hopewell HK Properties that it shall not be involved in any business that is in competition with property investment and development and hotel, restaurant and catering operations in Hong Kong (save for the Remaining Group’s interest in the Excluded Properties and the holding of not more than 5% shareholding interests in any listed company in Hong Kong), with effect from the Listing Date and for as long as the HHP Shares remain listed on the Stock Exchange and the Company is Hopewell HK Properties’ controlling shareholder and remains the single largest HHP Shareholder.

Financial independence

As further explained in the “Letter from the Board” contained in the Circular, the Company has entered into Financial Assistance Arrangements in connection with the 200 Queen’s Road East Project. The Financial Assistance Arrangements will remain in place after the Listing as it would be

— 60 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER unnecessary or not in the best interests of Hopewell HK Properties for the Company to be replaced by Hopewell HK Properties as a guarantor or covenantor (as the case may be) under the Financial Assistance Arrangements. This would be complex and unduly onerous for Hopewell HK Properties or would likely involve renegotiation with the relevant lenders concerning new terms and conditions that may be less favourable than the existing ones.

Notwithstanding the Financial Assistance Arrangements remaining in place after the Listing, the HHP Group will operate ﬁ nancially independently from the Group. The Outstanding Borrowings due under the HKD Revolving Facility in the amount of HK$3,700 million as at 31 March 2013 shall be repaid though the Reﬁ nancing Facility, which is in the process of being obtained by the HHP Group and is expected to be in place before the Listing. In addition to the Outstanding Borrowings, there are net Outstanding Intra-group Loans owed by the companies within the HHP Group to the Remaining Group in the amount of approximately HK$10,300 million as at 30 April 2013. The Outstanding Intra- group Loans may be settled by application of part of the net proceeds from the Global Offering and the entire remaining amount will be settled by way of the Capitalisation Issue. After the Listing, the HHP Group will no longer obtain funding via intra-group lending and will have its own sources of funding.

Underwriting, stock borrowing and indemnities

As with other spin-off precedents in Hong Kong, the Company and Boyen Investments (the immediate holding company of Hopewell HK Properties) will enter into underwriting and stock borrowing arrangements relating to the Global Offering. The Company will give certain indemnities in favour of the HHP Group in connection with, amongst others, any taxation which might be payable by any member of the HHP Group on or before the date on which the Global Offering becomes unconditional.

The Company will also give indemnities in favour of the HHP Group in connection with the Relevant Incidents regarding Hopewell Centre and KITEC, details of which are contained in the “Letter from the Board” in the Circular. In particular, there is an issue of land title in relation to a narrow, 250 sq. ft. strip of land on which a small part of Hopewell Centre was erected and currently stands, while separately there is an on-going investigation in relation to alleged unauthorised building works at KITEC, which have already been demolished as at the Latest Practicable Date. The Company is of the view that the above issues do not prevent the Group from having a marketable title to Hopewell Centre and KITEC. Indemnities will be given by the Company in favour of the HHP Group against certain liabilities which may be suffered or incurred by, imposed on, or charged against the HHP Group in connection with the Relevant Incidents.

Preferential Offering

The Global Offering will include an offering of HHP Shares to the Qualifying Shareholders, who are entitled to apply for the Reserved Shares on an assured and preferential basis, as to allocation only, under the Preferential Offering. The number of HHP Shares available under the Preferential Offering is expected to represent between approximately 5.4% and 13.2% of the Offer Shares initially available under the Global Offering, depending on the size of the Global Offering. Details of the Preferential Offering are set out in the section headed “Preferential Offering” in the “Letter from the Board” contained in the Circular. Please also refer to the section below headed “V. Preferential Offering” for details of our analysis relating to the Preferential Offering.

— 61 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Employee Preferential Offering

The Global Offering will include an offer of HHP Shares to the Eligible Employees to apply for Employee Reserved Shares on a preferential basis, as to allocation only, under the Employee Preferential Offering. The Employee Reserved Shares represent approximately 1% of the Offer Shares initially available under the Global Offering. Further details of the Employee Preferential Offering are set out in the section headed “Employee Preferential Offering” in the “Letter from the Board” contained in the Circular.

HHP Share Option Scheme

It is proposed that Hopewell HK Properties will adopt its own share option scheme, the HHP Share Option Scheme, which shall be valid for a period of 10 years commencing on the date of its conditional adoption. The Directors propose to put the HHP Share Option Scheme to the Shareholders for approval at the EGM. No options under the HHP Share Option Scheme have been granted as at the Latest Practicable Date. Further details of the HHP Share Option Scheme are set out in the section headed “HHP Share Option Scheme” in the “Letter from the Board” contained in Circular and in Appendix III to the Circular.

IV. Effects of the Proposed Spin-off on the Group

As stated in the “Letter from the Board” contained in the Circular, the exact size of the Global Offering and other details are yet to be ﬁ nalised. The analysis of the ﬁ nancial effects of the Proposed Spin-off illustrated below is based on the assumption, among others, that the Minimum Pre-money Equity Valuation will be HK$22,000 million.

(a) Effect on net asset value

Based on the ﬁ nancial position of the HHP Group as at 31 December 2012 and assuming (i) the Minimum Pre-money Equity Valuation of HK$22,000 million and (ii) the dilution of the Group’s holdings in the HHP Group between 15.0% and 30.0% immediately after completion of the Global Offering, it is estimated by the Directors that there will be a decrease in the Group’s net asset value (the “NAV”) as at 31 December 2012 upon Listing. This will be in the range of approximately HK$1,426 million to HK$3,093 million, representing approximately 3.4% to 7.4% respectively of the Group’s consolidated NAV attributable to the Shareholders as at 31 December 2012 of approximately HK$41,724 million. The decrease is a result of the issue of new HHP Shares under the Global Offering at an expected price below their underlying NAV. Such decrease is non-recurring in nature and will be recognised by the Group through reserve movements of the Company for the year ending 30 June 2013 assuming completion of the Global Offering takes place in that ﬁ nancial year.

The estimated decrease in the Group’s NAV as mentioned above is based on a number of assumptions, including, among others, the Minimum Pre-money Equity Valuation and that the Global Offering was completed on 31 December 2012. Accordingly, the actual decrease in the Group’s NAV, which will be calculated based on the ﬁ nal structure of the Proposed Spin-off and the ﬁ nancial position of the HHP Group at the time of Listing, may be different from the above estimation.

— 62 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Effect on earnings

The attributable interest of the Group in the HHP Group will be reduced following completion of the Global Offering. Accordingly, the Group’s share of the future profi ts of the HHP Group would be reduced following completion of the Proposed Spin-off. Such reduction would be offset to the extent that HHP Group’s profi ts grow due to the introduction of new capital. The Remaining Group, which will still hold the majority interest in the HHP Group, will be able to benefi t from any future growth of the HHP Group, and the benefi ts to be brought about by the Proposed Spin-off as stated in the section above headed “II. Background to and reasons for the Proposed Spin-off”.

As stated in the “Letter from the Board” in the Circular, a portion of the net proceeds to be raised under the Global Offering would be applied towards repayment of borrowings. Accordingly, the Proposed Spin-off is expected to bring interest savings resulting from the reduced gearing level of the Group.

The minimum expected net proceeds to be raised from the Global Offering are approximately HK$3,727 million. In view of the fact that fresh capital will be raised for the HHP Group from the Proposed Spin-off and Hopewell HK Properties will remain as a subsidiary of the Company after the Proposed Spin-off, we are of the view that the working capital position of the Group would improve as a result of the Proposed Spin-off.

Based on the unaudited shareholders’ equity of the Group (excluding equity shared from HHI Group) of approximately HK$35,074 million and net debt of the Group (defi ned as total debts less bank balances and cash) of approximately HK$2,378 million as at 31 December 2012, net gearing ratio of the Group was approximately 6.8% as at 31 December 2012. On the above basis and taking into account the minimum expected net proceeds to be raised from the Global Offering in the amount of HK$3,727 million, the Group is expected to return to a net cash position following the completion of the Proposed Spin-off. We consider this provides the Group with more fi nancial fl exibility with regard to future investment opportunities, and is in the interest of the Company and its shareholders as a whole.

(d) Remaining businesses of the Group

After the Proposed Spin-off, except for the Group’s interest in HHP Group and HHI Group, the Group will continue to focus principally on the business of property development and investment, property related services and hospitality and power in the PRC. For the year ended 30 June 2012, the Group and the HHP Group recorded a turnover of approximately HK$1,758 million and HK$1,203 million respectively. Taking into account consolidation adjustments for inter-company turnover of approximately HK$23 million, the HHP Group’s turnover for the year ended 30 June 2012 represents approximately 67.1% of the total turnover of the Group for the same ﬁ nancial period.

The Group and HHP Group had unaudited total assets of approximately HK$54,273 million and HK$36,569 million respectively as at 31 December 2012. Taking into account consolidation adjustments for fair value gain relating to inter-company leases of approximately HK$601 million, the HHP Group’s total assets as at 31 December 2012 represent approximately 66.3% of the total assets of the Group as at 31 December 2012. We consider that the Remaining Group will continue to have a substantial business after completion of the Proposed Spin-off.

— 63 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Although Hopewell HK Properties is expected to remain as a subsidiary of the Company after completion of the Proposed Spin-off, Hopewell HK Properties will operate independently under a separate management team. Hopewell HK Properties will have seven directors, comprising four executive directors and three independent non-executive directors upon Listing. Two of the four executive directors of Hopewell HK Properties, namely Sir Gordon Ying Sheung WU and Mr. Thomas Jefferson WU, are also directors of the Company and Hopewell Highway. Given that Hopewell HK Properties is expected to remain as a subsidiary of the Company following completion of the Proposed Spin-off, we consider that the board composition of Hopewell HK Properties and the degree of overlap between the two boards is appropriate in that it reﬂ ects the interests of the Company and yet allows Hopewell HK Properties to maintain a management team independent of the Company.

In terms of the senior management team of Hopewell HK Properties, 10 out of the 11 proposed members of senior management will be dedicated to the day-to-day management of the HHP Group Businesses and will not have any management roles in the Company and/or Hopewell Highway.

(e) Dilution of interest in Hopewell HK Properties

The table below sets out the dilutive effect of the Global Offering on the Group’s effective interest in Hopewell HK Properties based on the current expected structure of the Global Offering:

Approximate effective interest of the Group in Hopewell HK Properties assuming:

The number of HHP The number of HHP Shares initially Shares initially available under the available under the Global Offering Global Offering represents 15.0% of represents 30.0% of the total number of the total number of HHP Shares in issue HHP Shares in issue upon Listing upon Listing

Before the Global Offering 100.0% 100.0%

Immediately after completion of the Global Offering 85.0% 70.0% (assuming that the Over-allotment Option is not exercised)

Immediately after completion of the Global Offering 82.8% 65.5% (assuming that the Over-allotment Option is exercised in full)

Based on the above table, assuming that the number of HHP Shares which will initially be available under the Global Offering represents 15.0% of the total number of HHP Shares in issue upon Listing, the effective interest of the Group in Hopewell HK Properties will be reduced to approximately 85.0% (assuming the Over-allotment Option will not be exercised), or to approximately 82.8% (assuming the Over-allotment Option will be exercised in full) upon Listing.

— 64 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Assuming that the number of HHP Shares which will initially be available under the Global Offering represents 30.0% of the total number of HHP Shares in issue upon Listing, the effective interest of the Group in Hopewell HK Properties will be reduced to approximately 70.0% (assuming the Over-allotment Option will not be exercised), or to approximately 65.5% (assuming the Over- allotment Option will be exercised in full) upon Listing.

In our opinion, such dilution, albeit not immaterial, is acceptable to the Shareholders taking into consideration the beneﬁ ts which may be derived from the Proposed Spin-off as discussed in the sections headed “Background to and reasons for the Proposed Spin-off” and “Effects of the Proposed Spin-off on the Group” above.

In addition, Qualifying Shareholders who wish to do so will have the opportunity to apply on as assured basis (as to allocation only) for 1 Reserved Share for every integral multiple of 25 Shares held by them as Assured Entitlement, representing in aggregate between approximately 5.4% and 13.2% of the HHP Shares initially available under the Global Offering. Details of the Preferential Offering are set out in section below headed “Preferential Offering”.

V. Preferential Offering

According to PN15, in the case of a separate listing, assured entitlements to shares in the spun- off entity are expected to be provided to existing shareholders of the parent company. In this case, it is currently proposed that Qualifying Shareholders will be entitled, on an assured basis as to allocation only, to apply for 1 Reserved Share for every integral multiple of 25 Shares held by them on the Record Date as Assured Entitlement. The fi nal Assured Entitlement will depend on the number of Shares held by Qualifying Shareholders. The Company will publish an announcement on or after the Record Date which sets out the Assured Entitlement of the Qualifying Shareholders. A valid application in respect of a number of Reserved Shares less than or equal to a Qualifying Shareholder’s Assured Entitlement will be accepted in full, subject to the terms and conditions as set out in the Prospectus and the BLUE Application Form or the Blue Form eIPO service. Where a Qualifying Shareholder applies for a number of Reserved Shares which is greater than their Assured Entitlement, the Assured Entitlement will be satisfi ed in full, subject to the terms and conditions as set out in the Prospectus as mentioned above, but the excess portion of such application will only be met to the extent that there are suffi cient available Reserved Shares resulting from other Qualifying Shareholders declining to take up some or all of their Assured Entitlement. The allocation will be made to Qualifying Shareholders by the joint global coordinators on a fair and reasonable basis and thereafter, at the discretion of the joint global coordinators, to other investors in the International Offering.

Three Directors, namely Sir Gordon Ying Sheung WU, Mr. Thomas Jefferson WU and Lady WU Ivy Sau Ping KWOK, have indicated to the Company that they and companies controlled by them (the “Wu Family Shareholders”) will not take up any Reserved Shares which they would be entitled to apply for under the Preferential Offering. Instead, such Reserved Shares will be available for subscription by other Qualifying Shareholders. As such, the number of Reserved Shares other Qualifying Shareholders could apply for, if they so choose, would be more than the basis of 1 Reserved Share for every integral multiple of 25 Shares held.

According to the management of the Group, no favourable treatment will be given to directors and other connected persons of Hopewell HK Properties and/or their associates in the allocation of HHP Shares under the Preferential Offering. Qualifying Shareholders will, in addition to applying for the Reserved Shares, also be entitled to subscribe for the Hong Kong Offer Shares under the Hong Kong Public Offering, as well as the Employee Reserved Shares under the Employee Preferential Offering, if they are also Eligible Employees, as set out in the Prospectus. The joint global coordinators will allocate any Assured Entitlement not taken up by the Qualifying Shareholders to the International Offering.

— 65 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Assuming the number of issued Shares as of the Latest Practicable Date, being 875,132,521, will remain so up to the Record Date, the number of Reserved Shares available under the Preferential Offering would be 35,005,300. The number of HHP Shares available under the Preferential Offering is expected to represent between approximately 5.4% and 13.2% of the Offer Shares initially available under the Global Offering (assuming the Over-allotment Option is not exercised). Such number could be reduced to, at most, 4.6% if the Over-allotment Option is fully exercised.

As a comparison, we have reviewed the following spin-off exercises (the “Spin-off Exercises”) completed since 1 January 2008 by companies listed on the Main Board of the Stock Exchange involving offerings of over HK$1,000 million which we consider comparable to the size of the Proposed Spin-off:

Approximate assured Approximate size of Approximate size of allotments as % of the the offering (excluding assured allotments offering (excluding the the exercise of any based on ﬁ nal offer exercise of any over- over-allotment option) Date of listing Parent company Separate listed entity price (HK$ million) allotment option) (HK$ million)

29 November 2011 PCCW Limited HKT Trust and 941 10.1% 9,302 (stock code: 8) HKT Limited (Note 2) (stock code: 6823)

4 July 2011 New World Newton Resources 70 4.0% 1,750 Development Limited (Note 3) Company Limited (stock code: 1231) (stock code: 17)

18 November 2010 CITIC Resources CITIC Dameng 206 10.0% 2,063 Holdings Limited Holdings Limited (Note 3) (stock code: 1205) (stock code: 1091)

11 October 2010 Far East Kosmopolito Hotels 63 5.3% 1,188 Consortium International Limited (Note 4) International Limited (now known as: (stock code: 35) Dorsett Hospitality International Limited) (stock code: 2266)

6 June 2008 Yue Yuen Pou Sheng International 127 5.1% 2,511 Industrial (Holdings) (Holdings) Limited Limited (stock code: 3813) (stock code: 551)

Average 6.9% Median 5.3%

The Company Hopewell HK Properties Between 5.4% and 13.2%

Source: Extracted from the relevant announcements, circulars and/or prospectuses of the respective companies

Notes:

1. The following criteria are adopted for the purpose of identifying the above Spin-off Exercises which we consider a meaningful comparison with the assured entitlement offered under the Proposed Spin-off:

— the Spin-off Exercises involve an offering with an approximate size of over HK$1,000 million;

— the parent companies and the spun off entities under the Spin-off Exercises were listed on the Stock Exchange; and

— preferential offerings were provided in each of the Spin-off Exercises to satisfy the requirement of providing an assured entitlement.

— 66 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Up to an additional approximately 20% of the share stapled units initially available under the offering was made available to shareholders to satisfy applications for excess share stapled units under the preferential offering. In addition, following the completion of the offering, an aggregate of approximately 5% of the share stapled units in issue following the completion of the offering was distributed in specie to shareholders.

No assured allotments were made available to existing beneﬁ cial owners of share stapled units, or their respective associates or any other connected persons of HKT Management Limited, the HKT Trust or HKT Limited, or persons who became connected persons immediately upon completion of the offering or were within the United States or persons who did not have a Hong Kong address or legal or natural persons of the PRC (except qualiﬁ ed domestic institutional investors).

3. No assured allotments were offered or made available to connected persons of the spun off entity or to persons who became connected persons of the spun off entity immediately upon completion of the offering. Assured allotments not taken up by qualiﬁ ed shareholders were reallocated to satisfy the excess applications from other qualiﬁ ed shareholders.

4. No assured allotments were offered to existing beneﬁ cial owners of shares in Kosmopolito Hotels International Limited, the directors or chief executive of Kosmopolito Hotels International Limited or their respective associates or any other connected persons of Kosmopolito Hotels International Limited or persons who will become connected persons immediately upon completion of the offering unless such director or chief executive or their respective associates qualiﬁ ed for the assured allotments.

As illustrated in the table above, the assured entitlements offered to shareholders under the Spin-off Exercises as a percentage of the respective number of shares offered under the initial public offering (taking no account of the exercise of any over-allotment option) ranges from approximately 4.0% to 10.1%, with an average and median of approximately 6.9% and 5.3% respectively. Between approximately 5.4% and 13.2% of the total number of HHP Shares initially available under the Global Offering will be reserved for the Preferential Offering. Although the low end of 5.4% under the Preferential Offering is below the average of 6.9% for the Spin-off Exercises, it is approximately the same as the median of 5.3% for the Spin- off Exercise, and we consider that the whole range of 5.4% to 13.2% should be taken into account when assessing the Assured Entitlement to be given to the Shareholders. In general, we consider the size of the Preferential Offering between approximately 5.4% and 13.2% to be in line with or more favourable than recent practice. As the Wu Family Shareholders have stated they will not take up any Reserved Shares, other Qualifying Shareholders will, if they wish, have an opportunity to apply for additional Reserved Shares.

Shareholders should note that the Assured Entitlement to Reserved Shares may not represent a multiple of a full board lot of HHP Shares. For example, the holder of one board lot of 500 Shares will have an Assured Entitlement to 20 HHP Shares, whereas the board lot for trading in the HHP Shares is currently expected to be 200 HHP Shares. The prices at which odd lots of HHP Shares are dealt in may be below the prevailing market price for full board lots. The Assured Entitlement of Qualifying Shareholders to Reserved Shares will not be transferable or tradable in nil paid entitlements on the Stock Exchange.

Based on the expected timetable, the register of members of the Company will be closed on 29 May 2013 for the purpose of determining the Assured Entitlement, and will re-open on 30 May 2013. In order to qualify for the Assured Entitlement, all transfer forms accompanied by the relevant share certiﬁ cates and documents must be lodged with the registrar of the Company no later than 4.30 p.m. on 28 May 2013. The Shares will be traded ex-assured entitlements as from 27 May 2013.

Shareholders should refer to the section headed “Preferential Offering” in the “Letter from the Board” contained in the Circular for further details of the Preferential Offering.

— 67 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

VI. Valuation of the HHP Group

According to the management of the Group, the Minimum Pre-money Equity Valuation of HK$22,000 million represents a historical price-to-book ratio (“PBR”) of approximately 0.70 to 0.72 times, calculated with reference to the fi nancial position of the HHP Group as at 31 December 2012. The exact historical PBR of the HHP Group will vary depending on the fi nal level at which the offer price is fi xed and the fi nal number of new HHP Shares to be issued under the Global Offering.

In order to assess the fairness and reasonableness of the valuation of the HHP Group as represented by the Minimum Pre-money Equity Valuation, we have identifi ed four companies (the “Comparable Companies”) (i) which are engaged in both property development and investment in Hong Kong with over 50% of consolidated revenue derived from such segments in the latest fi nancial year as set out in their published fi nancial statements, (ii) have their shares listed on the Stock Exchange, (iii) have their market capitalisation as at the Latest Practicable Date within a range of one-fi fth to fi ve times the Minimum Pre- money Equity Valuation, which we consider a reasonable approach to identify suffi cient number of samples of the Comparable Companies and with their respective size comparable to the HHP Group. We have included the Company as one of the Comparable Companies of Hopewell HK Properties as it fulfi ls all of the above selection criteria. We also consider the market valuation of the parent company to be a good reference point for analysing the spun off entity’s valuation, if the spun off entity constitutes a signifi cant part of the parent group’s assets and revenue, as in the case for Hopewell HK Properties. The table below illustrates the comparison of the historical PBR of Hopewell HK Properties as calculated above with that of the Comparable Companies:

Market capitalisation as at the Consolidated Latest NAV Practicable attributable to Historical Company Date equity holders PBR (Note 1) (Note 2) (Note 3) HK$ million HK$ million Times

Sino Land Company Limited (stock code: 83) 75,940 101,786 0.75

Hopewell Holdings Limited (stock code: 54) 26,254 41,724 0.63

Kowloon Development Company Limited 11,829 21,055 0.56 (stock code: 34)

Wing Tai Properties Limited (stock code: 369) 7,010 18,373 0.38

Average 0.58 Median 0.60

HHP Group 0.70 to 0.72

— 68 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

1. Source: Bloomberg.

2. The ﬁ gures are extracted from the latest published annual or interim reports of the respective Comparable Companies.

3. The historical PBRs of the Comparable Companies are calculated based on their consolidated NAV attributable to equity holders and their closing market capitalisation as at the Latest Practicable Date.

As illustrated by the above table, the historical PBRs of the Comparable Companies range from 0.38 to 0.75 times, with the average and the median being approximately 0.58 times and 0.60 times respectively. The Minimum Pre-money Equity Valuation of approximately HK$22,000 million represents a historical PBR of at least 0.70 times which lies within the range of historical PBRs of the Comparable Companies and is above both the average and the median. The historical PBR of Hopewell HK Properties is also higher than the historical PBR of the Company of 0.63 times. On this basis, we consider the PBR at which Offer Shares are being issued to be acceptable to the Shareholders.

VII. Conditions of the Proposed Spin-off

Your attention is drawn to the paragraph headed “Conditions of the Proposed Spin-off” in the “Letter from the Board” contained in the Circular. The Proposed Spin-off is conditional on, among other things, the Shareholders passing an ordinary resolution by way of poll at the EGM approving the implementation of the Proposed Spin-off and other related matters.

In addition to the approval by the Shareholders, the Proposed Spin-off will also be conditional on, among other things, the Stock Exchange granting listing approval for the listing of, and permission to deal in, all the HHP Shares in issue as at the date of the Prospectus and to be issued pursuant to the Global Offering, as well as the obligations of the underwriters under the underwriting agreements becoming unconditional and the underwriting agreements not being terminated. The ﬁ nal decision of whether or not to proceed with the Proposed Spin-off rests with the Board, and is in turn subject to the then market conditions and pricing. Accordingly, the Proposed Spin-off may not proceed if these and other applicable conditions are not fulﬁ lled.

Shareholders should exercise caution when dealing in the Shares. There is no assurance that the Proposed Spin-off will be completed successfully or at all.

DISCUSSION AND ANALYSIS

The Group is one of the leading business conglomerates in Hong Kong, with operations mainly focused on properties, infrastructure and power in Hong Kong and the PRC. Pursuant to the Proposed Spin-off, Hopewell HK Properties, which holds the Hong Kong properties business of the Group including property development, investment and hotel operation, will be spun-off and separately listed in Hong Kong. Proceeds raised from the Global Offering will be used for capital expenditures of the Hopewell Centre II project, development of the Amalgamation Properties and other future acquisitions and developments, and repayment of certain borrowings, including to the Remaining Group.

Hopewell HK Properties is expected to have a Minimum Pre-money Equity Valuation of HK$22,000 million. Should the Minimum Pre-money Equity Valuation not be achieved, the Proposed Spin-off will not proceed and Shareholders’ approval at another general meeting will be required to approve any revised spin-off proposal.

— 69 — LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Following completion of the Proposed Spin-off, the Group is expected to record a decrease in consolidated NAV attributable to Shareholders due to the issue of new HHP Shares at an expected price below its underlying NAV. However, substantial fresh capital is expected to be raised by the HHP Group through the Global Offering, which in turn may bring in new opportunities and beneﬁ ts to the Group (through Hopewell HK Properties). On this basis and taking into account the improvement in gearing and working capital of the Group after the Proposed Spin-off, we consider the decrease in consolidated NAV attributable to Shareholders is acceptable to the Shareholders.

The total assets of the HHP Group (after consolidation adjustments) as at 31 December 2012 represent approximately 66.3% of the total assets of the Group. The turnover of the HHP Group (after consolidation adjustments) for the year ended 30 June 2012 represents approximately 67.1% of the turnover of the Group for the same fi nancial period. Although the size of the businesses to be spun off is signifi cant, the Company will retain Hopewell HK Properties as a subsidiary following the Listing, and accordingly continue to retain control and indirectly benefi t from its future profi ts and growth. The Remaining Group will continue to have a substantial business after completion of the Proposed Spin-off.

The maximum dilution of the Company’s interest in the HHP Group is expected to be 34.5%. We consider such level of dilution acceptable, taking into account the beneﬁ ts which may be derived from the Proposed Spin-off as discussed in this letter. Qualifying Shareholders will also have the opportunity to mitigate the effect of such dilution by subscribing, if they wish, for the Reserved Shares pursuant to the Preferential Offering on the basis of 1 Reserved Share for every 25 Shares at the Offer Price, representing between approximately 5.4% and 13.2% of the Offer Shares initially available under the Global Offering. We consider the relative size of the Preferential Offering to be reasonable in comparison with other recent spin-offs in Hong Kong.

We consider that the Proposed Spin-off is a strategic move for the Group to help realise the value and potential of its property business in Hong Kong, as well as an opportunity to raise funding for the Group’s existing and future property projects. The Proposed Spin-off is expected to create a more defi ned business focus and fl exibility by the adoption of separate business and fi nancing strategies for each of the Remaining Group and the HHP Group. The separate funding platforms would provide fi nancing fl exibility for both groups. The opportunity to value the HHP Group Businesses on a stand-alone basis is also expected to attract new investors who are interested in premium Hong Kong properties.

OPINION AND RECOMMENDATION

Having taken into account the principal factors and reasons as set out above, we are of the view that the terms of the Proposed Spin-off are fair and reasonable in so far as the Company and the Shareholders are concerned, and that the Proposed Spin-off is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise, and we ourselves advise, the Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Proposed Spin-off.

Yours faithfully, for and on behalf of SOMERLEY LIMITED M. N. Sabine Chairman

— 70 — APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS

Borrowings

As at the close of business on 31 March 2013, being the latest practicable date for the purpose of ascertaining certain information contained in this indebtedness statement, the Group (including the HHP Group but excluding the HHI Group) and HHI Group had unsecured bank borrowings of approximately HK$5,655 million and HK$1,365 million respectively.

Debt securities

As at the close of business on 31 March 2013, the HHI Group had issued unsecured and unguaranteed corporate bonds with an outstanding principal amount of approximately HK$749 million.

Amount due to a minority shareholder of a subsidiary

As at the close of business on 31 March 2013, the Group had amounts due to a minority shareholder of a subsidiary of the Company, being unsecured and unguaranteed, with an outstanding principal amount of approximately HK$63 million.

Contingent liabilities

As at the close of business on 31 March 2013, a subsidiary of the Company acted as the guarantor for the repayment of certain mortgage bank loans amounting to approximately HK$350 million, granted to purchasers of such subsidiary’s properties.

The Company acted as the guarantor of certain bank loan facilities of an entity jointly controlled by the Group and a third party, to the extent of HK$2,500 million, of which approximately HK$1,513 million was utilised as at the close of business on 31 March 2013.

In addition, the Company also provided a certain corporate guarantee of up to approximately HK$1,031 million for an entity jointly controlled by the Group and a third party to a bank in respect of a letter of undertaking to be issued by such bank to the Hong Kong Government for the purpose of facilitating such entity’s application to the Hong Kong Government for the pre-sale consent in relation to a redevelopment project being jointly developed between the Group and a third party.

The registered capital amounting to approximately HK$702 million previously injected by a subsidiary of Hopewell Highway to an entity jointly controlled by the HHI Group and a third party was repaid by such entity during the year ended 30 June 2008. According to the Laws of the PRC on “Chinese-foreign Contractual Joint Venture” in relation to the repayment of registered capital before the expiry of the joint venture operation period, the subsidiary of the Company, as the foreign joint venture partner, is required to undertake the ﬁ nancial obligations of such entity to the extent of approximately HK$702 million when such entity fails to meet its ﬁ nancial obligations during the joint venture operation period.

— 71 — APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Disclaimer

Save as disclosed above and apart from intra-group liabilities, the Group did not, as at the close of business on 31 March 2013, have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptance debentures, mortgages, charges, ﬁ nance lease commitments, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that taking into account the internal resources, the present and expected available banking facilities and the expected net cash inﬂ ow from the Proposed Spin-off, the Group will, following completion of the Proposed Spin-off, have sufﬁ cient working capital for its present requirements that is, for at least the next twelve months from the date of this circular.

3. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Upon completion of the Proposed Spin-off, the Remaining Group intends to implement the following strategies:

(i) The Remaining Group intends to focus on further developing the businesses of PRC property development and investment, property related services and hospitality by:

— increasing near-term earnings visibility from the continuous sale of the residential portion at one of its development projects in Hopewell New Town, Huadu, Guangzhou, PRC (the “Hopewell New Town Project”);

— introducing and implementing new initiatives for the commercial portion of the Hopewell New Town Project, which will create signiﬁ cant synergies with the said project’s respective residential portion. The commercial portion of the Hopewell New Town Project is expected to generate increasing and sustainable income, and help fuel future growth; and

— identifying new projects in the PRC to build up the Remaining Group’s project pipeline and continuing the development of one of its development projects in Zhujiangxincheng, Guangzhou CBD, PRC.

(ii) The Remaining Group intends to continue to invest in and operate the power business to capture opportunities from strong power demand in the Guangdong Province, PRC.

(iii) The Remaining Group intends to continue to identify new projects in the PRC and overseas to drive future growth.

(iv) The Remaining Group intends to retain majority control of its two listed subsidiaries, being Hopewell HK Properties and Hopewell Highway and continue to receive dividend income from them.

(v) Each of the Remaining Group, HHP Group and HHI Group will have independent ﬁ nancial resources to support their respective future developments.

— 72 — APPENDIX II PROPERTY VALUATION

The following is the text of a letter with the summary of valuations and the valuation certiﬁ cates received from DTZ Debenham Tie Leung Limited, the independent property valuer, in connection with its opinion of the values of the property interests as at 31 March 2013 to be held by the HHP Group, for the purpose of incorporation in this circular.

16th Floor Jardine House 1 Connaught Place Central Hong Kong

6 May 2013

The Directors Hopewell Holdings Limited 64th Floor, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

Dear Sirs,

Instruction, Purpose & Date of Valuation

We refer to your instructions for us to carry out market valuations of the properties to be held by Hopewell Hong Kong Properties Limited (the “Hopewell HK Properties”) or its subsidiaries, being subsidiaries of Hopewell Holdings Limited (the “Company”), for the purpose of inclusion in the Company’s circular in relation to the Proposed Spin-off and separate listing of Hopewell HK Properties on the Main Board of the Stock Exchange. The Company and its subsidiaries are hereinafter referred to as the “Group”. We conﬁ rm that we have carried out inspections, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing the Company with our opinion of the values of those properties as at 31 March 2013 (the “Date of Valuation”).

Basis of Valuation

Our valuation of each property represents its market value which in accordance with the HKIS Valuation Standards (2012 Edition) published by the Hong Kong Institute of Surveyors (HKIS) is deﬁ ned as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

Valuation Assumptions

Our valuation of each property excludes an estimated price infl ated or defl ated by special terms or circumstances such as atypical fi nancing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

— 73 — APPENDIX II PROPERTY VALUATION

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values.

Method of Valuation

In valuing properties nos. 1 and 3 to 9 in Group I, we have adopted Income Capitalisation Approach. We have valued each of them by capitalising the rental income derived from the existing tenancies with due provision for the reversionary income potential. In determining the market rent to be used in valuations, we have made reference to the recent lettings in the subject properties and other similar properties. We have also considered and made due adjustments for differences in key factors including but not limited to fl oor levels, areas, orientations, frontages and time of letting. Regarding the capitalisation rates, they are estimated with reference to the yield generally expected by the market for comparable properties, which implicitly refl ect the type and quality of the properties, the expectation of the potential future rental growth, capital appreciation and relevant risk factors. Our key assumptions for valuations of the properties are set out in the notes of the valuation certifi cates of the properties. For cross-checking purpose, we have also adopted the Direct Comparison Approach by making reference to comparable sales evidence.

For property no. 2 in Group I, which is a hotel under operation, we have valued it by the Direct Comparison Approach and Discounted Cash Flow (“DCF”). We have valued it assuming all relevant statutory and/or mandatory permissions, permits, approvals and licences which are necessary for hotel operation in Hong Kong are properly in place. In the DCF, we have assumed an investment holding period of 10 years and the details of our key assumptions are set out in the valuation certiﬁ cate.

In valuing property nos. 10 to 13 in Group II which are held for development, we have adopted Direct Comparison Approach by making reference to comparable sales transactions as available in the market and have taken into account their development potential.

The valuation methodology used in the valuation of each property is commonly adopted in valuing similar type of property.

In addition, for property no. 11, we have valued it on the basis that it will be developed in accordance with the copies of general building plans and have allowed for the estimated outstanding construction costs provided to us by the Group.

In valuing the properties, we have complied with requirements set out in Chapter 5 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards (2012 Edition) issued by the Hong Kong Institute of Surveyors.

Source of Information

We have relied to a very considerable extent on the information given by the Group and have accepted advice given to us on such matters as statutory notices, orders, easements, tenure, lettings, licences, particulars of occupancy, identifi cation of properties, trading accounts, site and fl oor plans, site and fl oor areas, number of parking spaces, number of guest rooms, development schemes, approximate costs estimates, cost expended, development time schedule and all other relevant matters.

— 74 — APPENDIX II PROPERTY VALUATION

Land Tenure

In valuing the properties, the Government Leases of which expired before 30 June 1997, we have taken into account the provisions contained in Annex III of the Joint Declaration of the Government of the United Kingdom and the Government of People’s Republic of China on the Question of Hong Kong as well as in the New Territories Leases (Extension) Ordinance under which such leases have been extended without premium until 30 June 2047 and that rents of 3% of the rateable values are charged per annum from the date of extension.

Title Investigation

We have not been provided with copies of the title documents relating to the properties but have caused searches to be made at the Land Registry. However, we have not searched the original documents to verify ownership or to ascertain any amendments. All documents have been used for reference only and all dimensions, measurements and areas are approximate.

Site Inspection

Our valuers, Ms Amy Ho who is a member of the HKIS and Ms Angelina Kwok who is a probationer of the HKIS, inspected the exterior and wherever possible, the interior of the properties in December 2012 and March 2013. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are, however, not able to report whether the properties are free of rot, infestation or any other structural defects. No test was carried out on any of the building services. For those properties which are held for development, we have not carried out any soil investigations to determine the suitability of soil conditions and building services for any development. Moreover we have not undertaken any environmental survey for the properties. Our valuations are prepared on the assumptions that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during construction.

We enclose herewith a summary of valuations and our valuation certiﬁ cates.

Yours faithfully, For and on behalf of DTZ Debenham Tie Leung Limited K. B. Wong MHKIS, MRICS, RPS (GP) Senior Director

Note: Mr. K.B. Wong is a Registered Professional Surveyor (General Practice) who has over 25 years’ experience in valuation of properties in Hong Kong.

— 75 — APPENDIX II PROPERTY VALUATION

SUMMARY OF VALUATIONS

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state Capital value in attributable to the existing state as at Interest Group as at 31 March 2013 attributable to 31 March 2013 Property HK$ the Group HK$

1. Hopewell Centre, 12,720,000,000 100% 12,720,000,000 No. 183 Queen’s Road East, Wan Chai, Hong Kong.

2. Hotel Portion, 3,390,000,000 100% 3,390,000,000 Panda Hotel, No. 3 Tsuen Wah Street, Tsuen Wan, New Territories.

3. Commercial Portion and various Car 1,895,000,000 100% 1,895,000,000 Parking Spaces of Panda Hotel, No. 3 Tsuen Wah Street, Tsuen Wan, New Territories.

4. Kowloonbay International Trade & 9,345,000,000 100% 9,345,000,000 Exhibition Centre, No. 1 Trademart Drive, Kowloon Bay, Kowloon.

5. QRE Plaza, 1,152,000,000 100% 1,152,000,000 No. 202 Queen’s Road East, Wan Chai, Hong Kong.

6. Commercial Units G03 and G04 457,000,000 100% 457,000,000 on Ground Floor, Commercial Units 201, 202 and Restaurant on 2nd Floor, Wu Chung House, No. 213 Queen’s Road East, Wan Chai, Hong Kong.

— 76 — APPENDIX II PROPERTY VALUATION

SUMMARY OF VALUATIONS

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state Capital value in attributable to the existing state as at Interest Group as at 31 March 2013 attributable to 31 March 2013 Property HK$ the Group HK$

7. 10 Lorry Parking Spaces 73,600,000 100% 73,600,000 on the 3rd Floor, 39 Car Parking Spaces on the 4th Floor, 31 Car Parking Spaces on the 5th Floor and the Remaining Portion of Reserved Areas, Wu Chung House, No. 213 Queen’s Road East, Wan Chai, Hong Kong.

8. GardenEast, 1,862,000,000 100% 1,862,000,000 No. 222 Queen’s Road East, Wan Chai, Hong Kong.

9. Various units, 808,750,000 100% 808,750,000 Broadwood Twelve, No. 12 Broadwood Road, Happy Valley, Hong Kong.

Sub-total of Group I: 31,703,350,000 100% 31,703,350,000

— 77 — APPENDIX II PROPERTY VALUATION

SUMMARY OF VALUATIONS

Group II — Properties held by the Group for development in Hong Kong

Capital value in existing state Capital value in attributable to the existing state as at Interest Group as at 31 March 2013 attributable to 31 March 2013 Property HK$ the Group HK$

10. Hopewell Centre II, 8,945,000,000 100% 8,945,000,000 Kennedy Road, Wan Chai, Hong Kong.

11. No. 200 Queen’s Road East, 8,835,000,000 50% 4,417,500,000 Lee Tung Street/McGregor Street, Wan Chai, Hong Kong.

12. Nos. 155, 157 and 217,000,000 100% 217,000,000 159 Queen’s Road East, Wan Chai, Hong Kong.

13. Various units, 325,000,000 100% 325,000,000 Nos. 161, 163, 165 and 167 Queen’s Road East, Wan Chai, Hong Kong.

Sub-total of Group II: 18,322,000,000 13,904,500,000

Grand Total: 50,025,350,000 45,607,850,000

— 78 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

1. Hopewell Centre, The property comprises a Except for a total area of HK$12,720,000,000 No. 183 Queen’s 66-storey (including a basement approximately 87,863 sq. ft. Road East, and a mezzanine above the 17th (8,162.67 sq. m.) which is vacant, (100% interest Wan Chai, fl oor) commercial building. the shops and offi ces are let to attributable to Hong Kong. There are a total of 250 car various tenants for terms of mostly the Group: parking spaces and 50 loading 1 to 6 years with the latest tenancy HK$12,720,000,000) Inland Lot No. 8551. and unloading spaces within due to expire in March 2018 at a the building. The property was total rent of about HK$25,100,000 completed in 1983. per month, exclusive of rates, management fees and air- The basement to the 3rd, 6th to conditioning charges. 8th, 17th and 61st to 62nd fl oors are for commercial use. The car The car parking spaces are parking spaces and loading and licensed on monthly and hourly unloading spaces are located on basis. The average car park income the 4th, 5th and 9th to 15th fl oors. received in the period from July The refuge areas are located on 2012 to February 2013 was about the 32nd and 45th fl oors. The HK$1,240,000 per month. remaining fl oors are designated for offi ce use.

The total gross ﬂ oor area of the property is approximately 840,692 sq. ft. (78,102.19 sq. m.), excluding the area of car parking spaces and loading and unloading spaces.

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under Conditions of Exchange No. UB11834 for a term of 75 years from 23 May 1985 renewable for a further term of 75 years. The government rent payable for the lot is HK$1,000 per annum.

— 79 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is Singway (B.V.I.) Company Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to a No-Objection Letter from District Lands Ofﬁ ce/Hong Kong West vide Memorial No. UB6591354 dated 29 March 1996.

(3) The property is subject to a Modiﬁ cation Letter from District Lands Ofﬁ ce/Hong Kong East vide Memorial No. 12102501960011 dated 24 October 2012.

(4) The property is subject to a Consent Letter as to revised car park layout plan from Lands Department vide Memorial No. 12110600570135 dated 11 May 2012.

(5) The property is subject to a Deed of Grant of Right of Way vide Memorial No. 12110702320022 dated 24 October 2012.

(6) The property is zoned for “Commercial (5)” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(7) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

Retail HK$33.5–HK$240 3.5% Ofﬁ ce HK$42–HK$57 3.75%

In undertaking our valuation, we have made reference to various recent lettings within the property as well as other similar properties within the same district. The rental levels of those major retail lettings range from approximately HK$30 per sq. ft. to HK$150 per sq. ft. and the rental levels of those major ofﬁ ce lettings range from approximately HK$30 per sq. ft. to HK$48 per sq. ft.

Hopewell Centre is a well-known and one of the tallest buildings in Wan Chai. Offi ce units, especially those on high fl oors with open views, can fetch rents higher than other comparable offi ce premises in the same district. Both the offi ce and retail spaces available at Hopewell Centre are of excellent building specifi cations. The property has been subject to ongoing renovation, with the lobby being extensively modernised in recent years. The available fl oor plans are both spacious and fl exible, with the retail portion containing a large-scale layout. Additionally, the building’s column free design results in high effi ciency. Excellent customer and concierge services are available at Hopewell Centre, and its access at Kennedy Road, coupled with the large number of offi ces located in the building, result in both a selection of major chain stores and a high fl ow of traffi c comprising higher income retail customers. Retail shops in the property, in particular, those with street frontages have very positive trading potential and can fetch rents higher than other retail shops in other similar buildings. Furthermore, ample car parking spaces are available and Wan Chai MTR Station is within a close distance. Upward adjustments to the recent lettings for arriving at the key assumptions are necessary to refl ect these factors.

We have gathered and analysed various recent sales transactions of shops and ofﬁ ces and noted that the yields implied in those transactions are generally within the range of 3% to 3.7% for retail premises and in the approximate range of 3% for ofﬁ ce premises.

The capitalisation rates are reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that Wan Chai is a key business area and is a key retail and ofﬁ ce hub with convenient transportation access. The property is one of the largest ofﬁ ce properties in Wan Chai and can be regarded as one of the iconic developments in the district.

— 80 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

2. Hotel Portion, The property comprises the hotel The property is currently operated HK$3,390,000,000 Panda Hotel, portion of a 33-storey (including and managed by the Group as a No. 3 Tsuen Wah a 3-level basement) hotel/ licensed hotel. (100% interest Street, Tsuen Wan, commercial complex completed attributable to New Territories. in 1991. The hotel accommodates the Group: 911 guest rooms. Facilities such HK$3,390,000,000) Situated within Tsuen as swimming pool, gymnasium, Wan Town Lot function rooms, bars, Chinese No. 312. and Western restaurants, coffee shop and business centre etc. are provided within the hotel.

The total gross ﬂ oor area of the property is approximately 424,717 sq. ft. (39,457.17 sq. m.)

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under New Grant No. 6598 for a term of 99 years less the last 3 days from 1 July 1898 which has been statutorily extended to 30 June 2047. The current Government rent payable for the property is an amount equal to 3% of the rateable value for the time being of the property per annum.

— 81 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is Kowloon Panda Hotel Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to a Modiﬁ cation Letter vide Memorial No. TW651459 dated 20 March 1990.

(3) The property is zoned for “Residential (Group A)” use under Tsuen Wan Outline Zoning Plan No. S/TW/29.

(4) Transactions of hotels are very few and there are no recent sales transactions in Tsuen Wan district. In the course of our valuation, we have taken note of sales of hotels of qualities similar to high tariff B or medium tariff categories in other areas of Hong Kong. The more recent ones which we can ﬁ nd and verify from public records are as follows:

Number of Year of Property Date of Sale Price Rooms Price per room Completion

Novotel Nathan Road April 2012 HK$2,368,000,000 389 HK$6,087,404 1992 Kowloon Hong Kong and (including (Renovated Nathan Square, value of the in 2008) 348 Nathan Road, Kowloon. commercial portion)

Dorsett Regency Hotel, May 2012 HK$800,000,000 209 HK$3,827,751 2011 Hong Kong, 12–22 Davis Street, Kennedy Town

H1 Hotel, 423 June 2012 HK$250,000,000 50 HK$5,000,000 2011 Reclamation Street, Mong Kok

A hotel at 129–131 February 2013 HK$150,000,000 37 HK$4,054,054 2013 Temple Street, Yaumatei

Novotel Nathan Road Kowloon Hong Kong is a 389-room hotel with shops/commercial space from Basement 2 to 3rd Floors which are rented out to other third parties. It is situated at Nathan Road in Yaumatei where pedestrian ﬂ ow is moderately heavy. In terms of scale, it is smaller but it has a more central location in the urban area than the property. As this sale relates to a hotel/commercial complex, the average price per room has to be adjusted to reﬂ ect the underlying value attributable to the hotel portion only.

Dorsett Regency Hotel, Hong Kong is a 209-room hotel provided with a lounge and a swimming pool. It was completed in 2011. The size of the typical guest room is about 200 sq. ft. net. It is situated in Kennedy Town on Hong Kong Island with good accessibility.

H1 Hotel is a 50-room hotel provided with a shop on ground ﬂ oor. It was completed in 2011. The size of the typical guest room is about 140 sq. ft. net. It is located close to the major mall of Langham Place in Mongkok and in close proximity to the Mong Kok MTR station.

129–131 Temple Street is a 37-room hotel. It was completed in 2013. The size of the typical guest room is about 100 sq. ft. net. It is situated in Yaumatei where there is a high concentration of small hotels which cater for mainland individual travellers.

— 82 — APPENDIX II PROPERTY VALUATION

When compared with the comparable properties, the property is of a larger scale and equipped with better facilities and amenities. It however is of almost 22 years old though well maintained. In terms of location, it is located in Tsuen Wan, New Territories and close to some aged industrial buildings. Whereas, all the comparable premises are situated in the urban area and mainly surrounded by more compatible domestic and commercial developments. In arriving at our valuation, we have considered the above comparables for reference and accounted for the differences between them and the property regarding location, quality, facilities and other factors affecting value.

(5) We have assumed an investment holding period of 10 years in the DCF valuation and the other key assumptions used are summarized as follows:

(i) Average daily room rate (“ADR”): 1st year-HK$820.

The hotel has a long trading history and is in a mature state of business operation. In reaching this assumption, the average daily room rates of the hotel for the past two fi nancial years were taken into consideration. The average daily room rate achieved by the hotel in the 2012 fi nancial year was HK$700. For the 1st half of the 2013 fi nancial year (i.e. July to December 2012), the average daily room rate grew to HK$752, an increase of 7.4%. Additionally, the average daily room rates of comparable hotels in the area and industry statistics were also taken into account. According to the statistics of Hong Kong Tourism Board, the average daily room rate of High Tariff B hotels has grown by 8.8% in 2012. We are of the view that the short term outlook for the hotel industry in Hong Kong as a whole will remain positive in the absence of unforeseen and uncontrollable external factors.

(ii) Annual growth in ADR: Stabilised at 4.5%.

Assumptions regarding annual growth rate in ADR were based upon the hotel’s historical growth and performance. Based on sustained industry growth of the past few years, it is believed that the hotel will continue to follow historical trends and will generate additional revenue in the future, assuming no policy changes or unforeseen events impacting Hong Kong’s economy will occur.

(iii) Occupancy rate: 1st year-89%.

In arriving at our assumptions regarding the future occupancy rate of the hotel, industry statistics, data for the past two years and the performance of Panda Hotel were analysed and reviewed. Its average occupancy rates for the ﬁ nancial years of 2010, 2011 and 2012 were 84.3%, 89.5% and 89.9% respectively. We expect that increasing travellers and visitors to Hong Kong will allow the occupancy rate at the hotel to remain at stable levels for some time. Additionally, we do not anticipate or foresee any material or substantial changes in competition in the near future. We have also assumed there will be no material change in the political or economic conditions in Hong Kong and that no government policies or regulations affecting the number of visitors to Hong Kong or the travel or hotel industries generally will be implemented.

(iv) Discount rate: 8%.

The discount rate refl ects the inherent risk associated with investment in the hotel and takes into consideration compensation for risks inherent in future cash fl ows as well as infl ation. It is considered a reasonable assumption based on our understanding of the return expected by investors for similar properties and is consistent with the level of discount rate used in valuation of similar types of properties.

(v) Terminal yield: 4.5%.

The yield is analysed from sales transactions of hotels of which we are aware.

— 83 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

3. Commercial Portion The property comprises all the Except for a total area of HK$1,895,000,000 and various Car commercial units on the basement approximately 16,274 sq. ft. Parking Spaces of levels 1 to 3, ground, 2nd, 3rd (1,511.89 sq. m.) which is vacant, (100% interest Panda Hotel, and 4th fl oors and 402 car parking the commercial units are let to attributable to No. 3 Tsuen Wah spaces on the 3rd, 4th, 5th, 6th and various tenants for terms of mostly the Group: Street, 7th fl oors of a 33-storey (including 1 to 3 years with the latest tenancy HK$1,895,000,000) Tsuen Wan, a 3-level basement) hotel/ due to expire in August 2024 at a New Territories. commercial complex. The building total rent of about HK$4,492,000 was completed in 1991. per month, mostly exclusive of Situated within Tsuen rates, management fees and air- Wan Town Lot The total gross fl oor area of conditioning charges. No. 312. the property is approximately 244,716 sq. ft. (22,734.67 sq. m.) The car parking spaces are (excluding the area of car parking licensed on monthly or hourly spaces). basis. The average car park income received in the period from July The locality of the property 2012 to February 2013 was about is characterised by a mixture HK$625,000 per month. of commercial and residential developments of various ages.

— 84 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is Kowloon Panda Hotel Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to a Modiﬁ cation Letter vide Memorial No. TW651459 dated 20 March 1990.

(3) The property is zoned for “Residential (Group A)” use under Tsuen Wan Outline Zoning Plan No. S/TW/29.

(4) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

HK$14.5–HK$70 4%

We have gathered and analysed various recent sales transactions of shops and noted that the yields implied in those transactions are generally within the range of 3.6% to 4.4% for retail premises.

The above market rents assumed by us are consistent with the level of the recent lettings within the property and other similar properties within the same district as mentioned above. The capitalisation rate is reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that the property is a commercial arcade beneath one of the largest hotels in Hong Kong (in terms of number of rooms) which can enhance its retail potential. It was designed and built in the 1990’s but a major revamp to modernise the arcade has already been carried out in 2005 and an extensive renovation programme was completed in September 2012.

— 85 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

4. Kowloonbay The property comprises an Except for a total area of HK$9,345,000,000 International 18-storey (including a 4-level approximately 112,699 sq. ft. Trade & Exhibition basement) commercial building (10,469.99 sq. m.) which is vacant, (100% interest Centre, which accommodates shopping the shops and offi ces are let to attributable to No. 1 Trademart Drive, arcade, convention and exhibition various tenants for terms of mostly the Group: Kowloon Bay, facilities and offi ces. It also 1 to 4 years with the latest tenancy HK$9,345,000,000) Kowloon. comprises a total of 763 car due to expire in February 2016 at a parking spaces and various loading total rent of about HK$12,892,000 New Kowloon Inland Lot and unloading areas. per month, exclusive of rates, No. 6032. management fees and air- The property was completed in conditioning charges. 1996. In addition, an Occupation Permit was issued on 11 October The average monthly gross income 2007 in respect of a multipurpose received from the convention and hall which is an extension built on exhibition facilities in the period the 3rd fl oor of the building. from July 2012 to February 2013 was about HK$4,293,000 per The total gross fl oor area of month. the property is approximately 1,774,555 sq. ft. (164,860.18 sq. The car parking spaces were m.) (excluding the area of car licensed on monthly or hourly parking spaces). basis. The average car park income received in the period from July The locality of the property is 2012 to February 2013 was about characterised by commercial and HK$842,000 per month. industrial buildings of various ages.

The property is held from the Government under Conditions of Sale No. 11985 for a term from 27 November 1987 to 30 June 2047. The current Government rent payable for the property is an amount equal to 3% of the rateable value for the time being of the property per annum.

— 86 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is International Trademart Company Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to 3 modiﬁ cation letters vide Memorial Nos. 4240050, 4922357 and 9476552 dated 24 October 1989, 23 July 1991 and 20 January 2005 respectively.

(3) The property is zoned for “Other Speciﬁ ed Use (Trademart and Commercial Development)” uses under Kai Tak Outline Zoning Plan No. S/K22/4.

(4) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

Retail HK$12–HK$28.5 3.5% Ofﬁ ce and convention and HK$13.6–HK$18.5 3.5% exhibition facilities

In undertaking our valuation, we have made reference to various recent lettings within the property as well as other similar properties within the same district. The rental levels of those major retail lettings range from approximately HK$12 per sq. ft. to HK$30 per sq. ft. and the rental levels of those major ofﬁ ce lettings range from approximately HK$10 per sq. ft. to HK$22 per sq. ft.

The above market rents assumed by us are consistent with the level of the recent lettings within the property and other similar properties within the same district as mentioned above. The capitalisation rates are reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that Kowloon Bay is part of Kowloon East which has been earmarked by the Hong Kong government to be transformed into the second CBD. There will be substantial improvements in infrastructure and other developments including construction of a cruise terminal. Kowloonbay International Trade & Exhibition Centre is an integrated high quality and large scale multi-purpose building well recognised in the area.

— 87 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

5. QRE Plaza, The property comprises a 25-storey Except for a total area of HK$1,152,000,000 No. 202 Queen’s commercial building. The property approximately 3,292 sq. ft. (305.83 Road East, Wan Chai, was completed in 2007. sq. m.) which is vacant, the (100% interest Hong Kong. property is let to various tenants attributable to The total gross ﬂ oor area of the for terms of mostly 1 to 3 years the Group: The Remaining Portion property is approximately 77,033 with the latest tenancy due to HK$1,152,000,000) of Inland Lot No. 7781. sq. ft. (7,156.54 sq. m.). expire in June 2019 at a total rent of about HK$2,625,000 per month, The locality of the property exclusive of rates, management is characterised by a mixture fees and air-conditioning charges. of commercial and residential developments of various ages.

The property is held from the Government under a Government Lease for a term of 978 years commencing on 25 June 1863. The government rent payable for the lot is HK$96 per annum.

Notes:

(1) The registered owner of the property is QRE Plaza Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to a Deed of Dedication vide Memorial No. 07110901900021 dated 6 November 2007.

(3) The property is subject to two Modiﬁ cation Letters by the District Lands Ofﬁ ce/Hong Kong East vide Memorial Nos. 07110901900034 and 08040202600019 dated 6 November 2007 and 1 April 2008 respectively.

(4) The property is subject to a Licence for Offensive Trades vide Memorial No. 09070300640192 dated 23 June 2009.

(5) The property is zoned for “Commercial (3)” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(6) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

HK$36–HK$150 3.5%–3.75%

We have gathered and analysed various recent sales transactions of shops and noted that the yields implied in those transactions are generally within the range of 3% to 3.7% for retail premises.

The above market rents assumed by us are consistent with the level of the recent lettings within the property and other similar properties within the same district as mentioned above. The capitalisation rates are reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that the property is a good quality building offering a wide range of dining establishments and lifestyle outlets with high occupancy rate. It also has the advantage of being within easy walking distance of Wan Chai MTR Station.

— 88 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

6. Commercial Units G03 The property comprises various The property is let to various HK$457,000,000 and G04 on Ground retail units on ground and 2nd tenants for terms of mostly 1 to 3 Floor, Commercial fl oors of a 38-storey commercial years with the latest tenancy due to (100% interest Units 201, 202 and building. The ground and 2nd expire in June 2015 at a total rent attributable to Restaurant on 2nd fl oors of the building are designated of about HK$1,211,000 per month, the Group: Floor, Wu Chung for retail purpose. Its 3rd to 6th exclusive of rates, management HK$457,000,000) House, No. 213 fl oors are designated for car fees and air-conditioning charges. Queen’s Road East, parking spaces and its upper fl oors Wan Chai, Hong Kong. accommodate offi ce units. The building was completed in 1993. 1641/80110th shares of and in Inland The total gross fl oor area of the Lot No. 8766. property is approximately 17,674 sq. ft. (1,641.95 sq. m.).

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under Conditions of Exchange No. UB12210 from 25 May 1992 to 30 June 2047. The current Government rent payable for the property is an amount equal to 3% of the rateable value for the time being of the property per annum.

Notes:

(1) The registered owner of the property is Procelain Properties Ltd. which is a wholly-owned subsidiary of the Group.

(2) The property is zoned for “Commercial (1)” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(3) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

HK$55–HK$140 3.5%–3.75%

We have gathered and analysed various recent sales transactions of shops and noted that the yields implied in those transactions are generally within the range of 3% to 3.7% for retail premises.

The above market rents assumed by us are consistent with the level of the recent lettings within the property and other similar properties within the same district as mentioned above. The capitalisation rates are reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that the property has good retail potential. Some of the units are on the ground ﬂ oor with frontages to Queen’s Road East and some are on the 2nd ﬂ oor which are connected to Hopewell Centre through a pedestrian bridge.

— 89 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

7. 10 Lorry Parking The property comprises 10 lorry The car parking spaces are HK$73,600,000 Spaces on the 3rd parking spaces on the 3rd fl oor, licensed on monthly or hourly Floor, 39 Car Parking 39 private car parking spaces basis. The average car park income (100% interest Spaces on the on the 4th fl oor, 31 private car received in the period from July attributable to 4th Floor, 31 Car parking spaces on the 5th fl oor 2012 to February 2013 was about the Group: Parking Spaces on the and the remaining portion of HK$486,000 per month. HK$73,600,000) 5th Floor and the reserved areas in a 38-storey Remaining Portion of commercial building. The ground The reserved areas are subject to Reserved Areas, and 2nd fl oors of the building are various licences at a total monthly Wu Chung House, designated for retail purpose. Its licence fee of about HK$21,500. No. 213 Queen’s Road 3rd to 6th fl oors are designated for East, Wan Chai, Hong car parking spaces and its upper Kong. fl oors accommodate offi ce units. The building was completed in 858/80110th shares of 1993. and in Inland Lot No. 8766. The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

— 90 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The property comprises the followings:

Property

Lorry parking spaces Lorry parking spaces nos. L1 to L3, 1 to 4 and 8 to 10 on the 3rd Floor.

Car parking spaces Car parks nos. 1 to 39 on the 4th Floor and Car parks nos. 1 to 12 and 21 to 39 on the 5th Floor.

The Remaining Portion The Remaining Portion of Reserved Areas includes such portion of the Reserved Areas of Wu of Reserved Areas Chung House as shown and coloured orange on the Plans annexed to Deed Poll Memorial No. UB5412978 and the external walls enclosing the Ground Floor to the Sixth Floor of Wu Chung House and all areas within Inland Lot No. 8766 not covered by any building or buildings and all open spaces in or under Wu Chung House (if any) (which are not Units included in the speciﬁ c reservations contained in Clause 1(i) of the Agreement for Sale and Purchase Memorial No. UB5708448) save and except such areas (if any) as may be designated as Common Areas, in the Deed of Mutual Covenant or as intended for common use.

(2) The registered owner of the property is Procelain Properties Ltd. which is a wholly-owned subsidiary of the Group.

(3) The property is zoned for “Commercial (1)” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(4) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per car parking space) Capitalisation Rate

HK$4,400 5.5%

In undertaking our valuation, we have made reference to various recent lettings within the property which are in the range of HK$3,000 per lot to HK$5,000 per lot.

We have gathered and analysed various recent sales transactions of car parks and noted that the yields implied in those transactions are generally in the approximate range of around 5%.

— 91 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

8. GardenEast, The property comprises a Except for a total area of HK$1,862,000,000 No. 222 Queen’s 28-storey composite building. approximately 2,591 sq. ft. (240.71 Road East, Wan Chai, Its ground and 2nd fl oors are sq. m.) which is vacant, the (100% interest Hong Kong. devoted to commercial purpose, property is let to various tenants attributable to the 3rd and 5th fl oors are devoted on monthly basis or for longer the Group: The Remaining Portion to podium garden/ residents’ terms of mostly 1 to 2 years HK$1,862,000,000) of Subsection 2 of recreation facilities and the with the latest tenancy due to Section C, the Remaining remainder of the property is expire in January 2015 at a total Portion of Section C, currently operated as serviced rent of about HK$5,978,000 per Subsection 1 of Section apartment. The building was month, mostly inclusive of rates, D, the Remaining Portion completed in 2008. management fees, air-conditioning of Section D and Section charges and other outgoings. G all of Inland Lot No. The property has a total gross fl oor 427. area of approximately 96,576 sq. ft. (8,972.13 sq. m.).

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under a Government Lease for a term of 999 years from 29 July 1855. The government rents payable for the lots are as follows:

Government rent (HK$ Lots per annum)

IL 427 s.C ss.2 26 IL 427 s.C. R.P. 122 IL 427 s.D. ss.1 14 IL 427 s.D R.P. 14 IL 427 s.G 54

— 92 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is GardenEast Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to an offensive trade licence vide Memorial No. 12031201060011 dated 3 August 2010.

(3) The property is zoned for “Residential (Group A)” and “Open Space” uses under Wan Chai Outline Zoning Plan No. S/H15/27.

(4) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

Retail HK$55–HK$90 3.5%–4% Serviced apartments HK$37.5–HK$44.5 3%

In undertaking our valuation, we have made reference to various recent lettings within the property as well as other similar properties within the same district. The rental levels of those major retail lettings range from approximately HK$55 per sq. ft. to HK$150 per sq. ft. and the rental levels of those major serviced apartment lettings range from approximately HK$50 per sq. ft. to HK$60 per sq. ft. inclusive of rates, management fees and outgoings.

We have gathered and analysed various recent sales transactions of shops and serviced apartments and noted that the yields implied in those transactions are generally within the range of 3% to 3.7% for retail premises and in the approximate range of 3% for serviced apartment premises.

The above market rents assumed by us are consistent with the level of the recent lettings within the property and other similar properties within the same district as mentioned above. The capitalisation rates are reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that the property stands in good condition, commands good accessibility and is within easy reach of Wan Chai MTR Station, shopping facilities and other community amenities.

— 93 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group I — Properties held by the Group for investment in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

9. Various units, The property comprises 18 Except for 11 units which are HK$808,750,000 Broadwood Twelve, domestic units and 11 car parking vacant, the property is let to No. 12 Broadwood spaces of a 40-storey residential various tenants for terms of 2 (100% interest Road, tower (including refuge ﬂ oor) years with the latest tenancy due to attributable to Happy Valley, on top of a 5-storey car park/ expire in April 2015 at a total rent the Group: Hong Kong. recreation podium completed in of about HK$629,000 per month, HK$808,750,000) June 2010. inclusive of rates and management Situated on Sections A, fees. C, D and The Remaining According to the information Portion of Inland Lot No. provided by the Group, the total The car parking spaces are subject 2132. saleable area of the property to various licences on monthly is approximately 24,265 sq. ft. basis at a total licence fee of (2,254.27 sq. m.) (excluding the HK$15,000. area of the car parking spaces).

The locality of the property is characterised by residential developments of low or medium density.

The property is held from the Government under a Government Lease for a term of 75 years from 7 April 1913 renewed for a further term of 75 years. The current Government rent payable for the property is HK$460,836 per annum.

— 94 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The property comprises the followings:

Domestic Units Unit Floor

A 22nd, 23rd, 25th, 27th, 28th, 41st, 43rd and 45th B 8th, 18th, 22nd, 23rd, 25th, 26th, 27th, 41st and 47th Duplex B 50th and 51st

Car Parking Spaces Floor Car Park Nos.

5th 512, 515, 525 and 526 3rd 315, 320, 321, 328 and 329 2nd 213 and 216

(2) The registered owners of the property are Banbury Investments Limited which is a wholly-owned subsidiary of the Group and Exgratia Company Limited which is a wholly-owned subsidiary of the Group.

(3) According to information from the Company, a Sale and Purchase Agreement (“SPA”) in respect of Duplex B on the 50th and 51st Floors and the Car Parking Spaces Nos. 320 and 321 on the 3rd Floor was signed on 26 April 2013 whereby such unit and car parking spaces were agreed to be sold at an aggregate price of HK$123,000,000 and according to such SPA, completion of the sale and purchase of such unit and car parking spaces is scheduled to take place on 28 June 2013 (which is later than the date of the Prospectus and the Listing Date as currently expected).

(4) According to information from the Company, two SPAs in respect of Unit B on the 40th Floor and the Car Parking Space No. 511 on the 5th Floor respectively were signed on 5 March 2013 whereby such unit and car parking space were agreed to be sold at an aggregate price of HK$48,300,000 and according to such SPAs, completion of the sale and purchase of such unit and that of such car parking space are both scheduled to take place on 6 May 2013 (which is earlier than the date of the Prospectus and the Listing Date as currently expected). Such unit and car parking space have not been included in our valuation.

(5) The property is zoned for “Residential (Group C)1” use under Wong Nai Chung Outline Zoning Plan No. S/H7/16.

(6) Our key assumptions in the Income Capitalisation Approach are:

Market Monthly Rent (per sq. ft.) Capitalisation Rate

HK$53–HK$80 2.25%

The property is one of the newest developments in the district. It comprises typical apartment units and a duplex unit. We consider that the market rent for the units on very high ﬂ oors with attractive views and the duplex unit, being of special design, can fetch market rents higher than other residential units in the same district. Additionally, while the property is located in the exclusive and secluded area of Happy Valley where property supplies are limited and new properties are rarely developed, travel time to Causeway Bay is still only 10 to 15 minutes. Upward adjustments to the recent lettings have been made to reﬂ ect the special merits of these units in arriving at the key assumptions.

We have gathered and analysed various recent sales transactions of residential properties and noted that the yields implied in those transactions are generally in the approximate range of 2% for residential premises.

The capitalisation rate is reasonable having regard to the yields analysed from sales of comparable properties, particularly those of larger sizes, which we have collected. When determining the capitalisation rate, we have taken into account that the property comprises high-end residential units of good quality and is situated at a location much sought after by high income group.

— 95 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group II — Properties held by the Group for development in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

10. Hopewell Centre II, The property comprises a piece of Site preparation works are in HK$8,945,000,000 Kennedy Road, land with a registered site area of progress. Wan Chai, about 105,918 sq. ft. (9,840 sq. m.) (100% interest Hong Kong. upon which a 55-storey conference attributable to hotel building is proposed to be the Group: Inland Lot No. 8715. developed. Upon completion, the HK$8,945,000,000) property will comprise a shopping mall and a block of ofﬁ ce and hotel. The hotel will provide 1,024 guestrooms. The property is scheduled to be completed in 2018.

According to the building plans provided by the Group, upon completion, the total gross ﬂ oor area of the property will be approximately 1,094,343 sq. ft. (101,666.95 sq. m.) The property will also provide 168 private car parking spaces and 14 motor cycle spaces.

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under Conditions of Exchange No. 20175 for a term of 50 years from 24 October 2012. The current Government rent payable for the lot is an amount equal to 3% of the rateable value for the time being of the lot per annum.

— 96 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is Wetherall Investments Limited which is a wholly-owned subsidiary of the Group.

(2) The property is subject to a Deed of Grant of Right of Way vide Memorial No. 12110702320022 dated 24 October 2012.

(3) The breakdown values for different portions of the property are as follows:

Attributable capital value in existing state as at 31 March 2013

Hotel Portion : HK$4,621,000,000 The Remaining Portion (ie. retail, ofﬁ ce and car parking spaces) : HK$4,324,000,000

(4) The capital value of the property if completed as at 31 March 2013 is as follows:

Attributable capital value if completed as at 31 March 2013 Hotel Portion : HK$10,378,000,000 The Remaining Portion (ie. retail, ofﬁ ce and car parking spaces) : HK$7,453,000,000

Total : HK$17,831,000,000

The capital value if completed represents our opinion of the aggregate value of the development assuming it were fully completed as at the date of valuation, no allowance for any development cost necessary for carrying out the proposed development has been made in assessing such value.

(5) The property is zoned for “Other Speciﬁ ed Uses (Comprehensive Redevelopment Area)” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(6) In our valuation, we have assumed an accommodation value of about HK$8,170 per sq. ft.

(7) In undertaking our valuation of the property which is now a piece of vacant land planned for a hotel/commercial complex development, we have made reference to the most recent sales transaction of a government site which is restricted to uses of hotel with ancillary accommodation.

Maximum *Accommodation Property Date of Sale Site Area Gross Floor Area Sale Price Value

IL 9020 North Point March 2013 57,792 sq. ft. 387,504 sq. ft. HK$2,722,000,000 HK$7,024 p.s.f. Estate Lane and Shu Kuk Street

* Accommodation Value is the value of the sale price analysed on basis of per sq. ft. of the maximum gross ﬂ oor area and is a common way of analysis of land sale transaction.

When compared with this comparable site, the property has a distinct advantage of being situated at a more prominent and prime location. It is situated in close proximity to Admiralty and Central and various high quality hotels and convention facilities on Hong Kong Island. Wan Chai is a key business area on Hong Kong Island. It is a district with good accessibility. Various redevelopments of old buildings into new residential and commercial buildings have taken place in recent years. In undertaking our valuation, we have made upward adjustments to the comparable to reﬂ ect the advantages enjoyed by the property.

— 97 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group II — Properties held by the Group for development in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

11. No. 200 The property comprises the Superstructure works of the HK$8,835,000,000 Queen’s Road East, development right in respect of property are in progress. Lee Tung Street/ two sites situated at Lee Tung (50% interest McGregor Street, Street (Site A) and McGregor attributable to Wan Chai, Street (Site B). The total registered the Group: Hong Kong. site area of the property is about HK$4,417,500,000) 88,652 sq. ft. (8,235.97 sq. m.). Inland Lot No. 9018 The site at Lee Tung Street (Site A) is being developed into three residential towers with 28 to 37 storeys erected upon a commercial/carpark podium. The site at McGregor Street (Site B) is being developed into a 23-storey residential tower erected upon a commercial podium.

According to the building plans provided by the Group, the gross ﬂ oor areas of the planned development are as follows:

Planned Gross Floor Area

Site A:

sq. ft. sq. m. Domestic 617,494 (57,366.56) Non-domestic 95,022 (8,827.72) Public facilities 2,692 (250.07)

Site B:

sq. ft. sq. m. Domestic 113,806 (10,572.86) Non-domestic 6,257 (581.29) Public facilities 25,170 (2,338.38)

The above gross ﬂ oor areas exclude the area of car parking spaces. The property is scheduled to be completed in 2015.

The locality of the property is characterised by a mixture of commercial and residential developments of various ages.

The property is held from the Government under Conditions of Exchange No. 20099 for a term of 50 years from 25 February 2010. The current Government rent payable for the lot is an amount equal to 3% of the rateable value for the time being of the lot per annum.

— 98 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The registered owner of the property is Urban Renewal Authority (“URA”). URA entered into a development agreement (the “Development Agreement”) with Grand Site Development Limited (“Grand Site”), a joint venture project company which is held in equal shares by Linford Investments Limited, an indirect wholly-owned subsidiary of the Group and a third party for development of the property. According to the information provided by the Group, for the residential portion, the portion of sale proceeds up to HK$6.2 billion will be totally entitled to Grand Site but the portion of the sale proceeds exceeding HK$6.2 billion will have to be shared between URA and Grand Site equally. For the commercial portion, the income and sales proceeds derived from the commercial portion will have to be shared between URA and Grand Site at a sharing ratio of 40:60. In the course of our valuation, we have taken into account such proﬁ t sharing arrangement.

(2) The property is subject to a Modiﬁ cation Letter from the District Lands Ofﬁ ce/Hong Kong East vide Memorial No. 11090201480075 dated 29 August 2011.

(3) As advised by the Group, the construction cost expended up to 31 March 2013 was about HK$589,000,000. The total estimated construction cost of the property as at 31 March 2013 was about HK$2,648,000,000.

(4) The capital value of the property if completed as at 31 March 2013 attributable to Grand Site is about HK$12,644,000,000 (50% attributable to the Group is about HK$6,322,000,000). The capital value if completed represents our opinion of the aggregate value of the development assuming it were fully completed as at the date of valuation, no allowance for any development cost necessary for carrying out the proposed development has been made in assessing such value.

(5) The property is zoned for “Land Development Corporation Development Scheme Plan Area” use under Wan Chai Outline Zoning Plan No. S/H15/27.

(6) In valuing the property if completed attributable to Grand Site, we have assumed about HK$17,900 per sq. ft. for the retail portion and about HK$15,100 per sq. ft. for the residential portion. These rates represent the effective unit value after adjustment for sharing of income and sale proceeds to URA. The unit rate for retail portion is the average of the commercial space on basement, ground and 1st ﬂ oor of the proposed development.

(7) In undertaking our valuation of the property if completed, we have made reference to various recent sales transactions of shops at Queen’s Road East and recently completed domestic premises within the same district which have characteristics comparable to the property. On the basis of marketing gross fl oor area, the prices of those sales transactions of domestic premises range from about HK$15,500 to HK$17,500 per sq. ft. The unit rates assumed by us are consistent with the sales transactions of domestic premises within the same district. On the basis of saleable area, the prices of those sales transactions of shops range from about HK$104,500 per sq. ft. to HK$113,500 per sq. ft. The unit rates we assumed in our valuation for the respective portions of the property upon completion are consistent with those sales transactions after adjustments for sharing of income/sales proceeds to Urban Renewal Authority. Due adjustments to the unit rates of those sales transactions have been made to refl ect those factors like area effi ciency, location, fl oor level, frontages and other relevant factors in arriving at the key assumptions.

— 99 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group II — Properties held by the Group for development in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

12. Nos. 155, 157 and 159 The property comprises a block of Except for 4 units which are HK$217,000,000 Queen’s Road East, 6-storey tenement building (Nos. vacant, the property is let to Wan Chai, Hong Kong. 155 and 157 Queen’s Road East) various tenants for terms of mostly (100% interest completed in 1959 and a block 6 months to 1 year with the latest attributable Inland Lot Nos. 5251, of 7-storey (including mezzanine tenancy due to expire in September to the Group: 5252 and 5253. ﬂ oor) tenement building completed 2013 at a total rent of about HK$217,000,000 in 1968 (No. 159 Queen’s Road HK$140,530 per month. East).

The total saleable area of the property is approximately 8,656 sq. ft. (804.16 sq. m.) plus yard area of approximately 183 sq. ft. (17 sq. m.), ﬂ at roof area of approximately 185 sq. ft. (17.19 sq. m.) and roof area of approximately 848 sq. ft. (78.78 sq. m.). In addition, there is a mezzanine ﬂ oor in the building at No. 159 Queen’s Road East with an area of approximately 152 sq. ft. (14.12 sq. m.).

The locality of the property is characterized by a mixture of commercial and residential developments of various ages.

The property is held from the Government under three Government Leases all for terms of 999 years from 9 July 1844. The current government rent payable for the property is HK$44 per annum.

— 100 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The property comprises the followings and the respective registered owners are as follows:

Property Registered owners No. 155 Queen’s Road East Ground Floor Onfu Limited, a wholly owned subsidiary of the Group 1st Floor Pineway Resources Limited, a wholly owned subsidiary of the Group 2nd Floor Loza Limited, a wholly owned subsidiary of the Group 3rd Floor Wayco Resources Limited, a wholly owned subsidiary of the Group 4th Floor Enson Resources Limited, a wholly owned subsidiary of the Group 5th Floor and Roof Kenetic Limited, a wholly owned subsidiary of the Group

No. 157 Queen’s Road East Ground Floor Evergold Venture Limited, a wholly owned subsidiary of the Group 1st Floor Homark Investment Limited, a wholly owned subsidiary of the Group 2nd Floor Sanho Investment Limtied, a wholly owned subsidiary of the Group 3rd Floor Rasna Investment Limited, a wholly owned subsidiary of the Group 4th Floor Kingbon Investment Limited, a wholly owned subsidiary of the Group 5th Floor Taishing Investment Limited, a wholly owned subsidiary of the Group

No. 159 Queen’s Road East Ground, Mezzanine Floors and Flat Roof, Grandam Investment Limited, a wholly owned subsidiary of the Group 1st Floor and Flat Roof Pona International Limited, a wholly owned subsidiary of the Group 2nd Floor Pona International Limited, a wholly owned subsidiary of the Group 3rd Floor Pona International Limited, a wholly owned subsidiary of the Group 4th Floor Milla Limited, a wholly owned subsidiary of the Group 5th Floor and Roof Rondon Investment Limited, a wholly owned subsidiary of the Group

(2) 1st Floor, No. 155 Queen’s Road East is subject to an Order No. C/TB/10205/02/HK under Section 24(1) of the Buildings Ordinance by the Building Authority.

(3) Ground, Mezzanine Floors and Flat Roof, No. 159 Queen’s Road East are subject to a Notice No. WNZ/U08-28/0001/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(4) Ground, Mezzanine Floors and Flat Roof, 4/F, 5/F and Roof, No. 159 Queen’s Road East are subject to an Order No. UBZ/U08-28/0007/08 by the Building Authority under Section 24(1) of the Buildings Ordinance.

(5) 4th Floor, No. 159 Queen’s Road East is subject to an Order No. UBZ/U08-28/0005/08 by the Building Authority under Section 24(1) of the Buildings Ordinance.

(6) 5th Floor and Roof, No. 159 Queen’s Road East is subject to an Order No. UBZ/U08-28/0006/08 by the Building Authority under Section 24(1) of the Buildings Ordinance.

(7) The property is zoned for “Residential (Group A)” use under Wan Chai Outline Zoning Plan No. S/H5/27.

(8) In our valuation, we have assumed about HK$88,700 per sq. ft. for the retail portion and about HK$11,600 per sq. ft. for the residential portion.

(9) In undertaking our valuation of the property, we have made reference to various recent sales transactions of shops at Queen’s Road East and low-rise old domestic premises within the same district which have characteristics comparable to the property. The prices of those sales transactions of domestic premises range from about HK$10,500 per sq. ft. to HK$13,000 per sq. ft. The unit rates assumed by us are consistent with the sales transactions of domestic premises within the same district. The prices of those sales transactions of shops range from about HK$104,500 per sq. ft. to HK$113,500 per sq. ft. Due adjustment to the unit rates of those sales transactions have been made to reﬂ ect these factors including but not limited to age, location, size and frontages in arriving at the key assumptions.

— 101 — APPENDIX II PROPERTY VALUATION

VALUATION CERTIFICATE

Group II – Properties held by the Group for development in Hong Kong

Capital value in existing state as at Property Description and tenure Particulars of occupancy 31 March 2013

13. Various units, The property comprises 32 Except for 10 units which are HK$325,000,000 Nos. 161, 163, 165 and domestic units, 4 shops units and vacant, the property is let to 167 Queen’s Road East, the external wall of a 10-storey various tenants for terms of (100% interest Wan Chai, Hong Kong. tenement building completed in mostly 6 months to 1 year with attributable to 1965. the latest tenancy due to expire in the Group: Situated on Inland April 2014 at a total rent of about HK$325,000,000) Lot Nos. 7975 and the The total saleable area of the HK$162,850 per month. Remaining Portion of property is approximately 14,823 Inland Lot Nos. 5256 sq. ft. (1,377.09 sq. m.) plus yard and 5257. area of approximately 288 sq. ft. (26.76 sq. m.), ﬂ at roof area of approximately 94 sq. ft. (8.73 sq. m.) and roof area of approximately 1,004 sq. ft. (93.27 sq. m.).

The locality of the property is characterized by a mixture of commercial and residential developments of various ages.

The property is held from the Government under two Government Leases and a Conditions of Exchange No. UB8576 all for terms of 999 years from 9 July 1844. The current government rent payable for the property is HK$114 per annum.

— 102 — APPENDIX II PROPERTY VALUATION

Notes:

(1) The property comprises the followings and the respective registered owners are as follows:

Property Registered owners

Nos. 161–165 Queen’s Road East Flat A, Ground Floor Longbo Enterprises Limited, a wholly owned subsidiary of the Group Flat A, 2nd Floor Boomtex Investment Limited, a wholly owned subsidiary of the Group Flat A, 5th Floor Wedmedia Limited, a wholly owned subsidiary of the Group Flat A, 6th Floor Holmax Limited, a wholly owned subsidiary of the Group Flat A, 7th Floor Hamper Investment Limited, a wholly owned subsidiary of the Group Flat A, 8th Floor Felway Limted, a wholly owned subsidiary of the Group 9th Floor and Main Roof, No. 161 Queen’s Road East Bedo Investment Limited, a wholly owned subsidiary of the Group Ground Floor, No. 163 Queen’s Road East Takfull Limited, a wholly owned subsidiary of the Group Flat B, 1st Floor Reca Enterprises Limited, a wholly owned subsidiary of the Group Flat B, 2nd Floor Lancool Investment Limited, a wholly owned subsidiary of the Group Flat B, 3rd Floor Sobon Limited, a wholly owned subsidiary of the Group Flat B, 4th Floor Lancool Investment Limited, a wholly owned subsidiary of the Group Flat B, 5th Floor Upo Investment Limited, a wholly owned subsidiary of the Group Flat B, 6th Floor Luxboy Limited, a wholly owned subsidiary of the Group Flat B, 7th Floor Rancorp Limited, a wholly owned subsidiary of the Group Flat B, 8th Floor Foxda Limited, a wholly owned subsidiary of the Group Flat B, 9th Floor & Portion of Main Roofs immediately above Gokey Limited, a wholly owned subsidiary of the Group Flat C, Ground Floor Onwa Venture Limited, a wholly owned subsidiary of the Group Flat C,1st Floor Skytone Investment Limited, a wholly owned subsidiary of the Group Flat C, 2nd Floor Tenny Investment Limited, a wholly owned subsidiary of the Group Flat C, 4th Floor Contas Investment Limited, a wholly owned subsidiary of the Group Flat C, 5th Floor Temfat Limited, a wholly owned subsidiary of the Group Flat C, 6th Floor Toycity Investment Limited, a wholly owned subsidiary of the Group Flat C, 7th Floor Camays Limited, a wholly owned subsidiary of the Group Flat C, 8th Floor Temfat Limited, a wholly owned subsidiary of the Group Flat C, 9th Floor & Roof Yotech Investment Limited, a wholly owned subsidiary of the Group

No. 167 Queen’s Road East Ground Floor Grandam Investment Limited, a wholly owned subsidiary of the Group 1st Floor and the Flat Roof adjacent thereto Dowin Investment Limited, a wholly owned subsidiary of the Group 2nd Floor Castron Investment Limited, a wholly owned subsidiary of the Group 3rd Floor Upo Investment Limited, a wholly owned subsidiary of the Group 4th Floor Miko Resources Limited, a wholly owned subsidiary of the Group 5th Floor Hamcon Enterprises Limited, a wholly owned subsidiary of the Group 6th Floor Conkey Investment Limited, a wholly owned subsidiary of the Group 7th Floor Emron Investment Limited, a wholly owned subsidiary of the Group 8th Floor Elite Will Enterprises Limited, a wholly owned subsidiary of the Group 9th Floor and the Main Roof over 9th Floor Kamme Limited, a wholly owned subsidiary of the Group The Whole of the External Wall on the East Side of Main Entrance Parkgate Enterprises Limited, a wholly owned subsidiary of the Group

(2) Ground Floor, No. 161 Queen’s Road East is subject to a Notice No. WNZ/U08-29/0005/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(3) 9th Floor and Main Roof, No. 161 Queen’s Road East are subject to a Notice No. WNZ/U08-29/0001/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

— 103 — APPENDIX II PROPERTY VALUATION

(4) Ground Floor, No. 163 Queen’s Road East is subject to a Notice No. WNZ/U08-29/0006/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(5) 9th Floor and Portion of Main Roofs immediately above, No. 163 Queen’s Road East are subject to a Notice No. WNZ/U08-29/0002/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(6) Ground Floor, No. 165 Queen’s Road East is subject to a Notice No. WNZ/U08-29/0007/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(7) Ground Floor, No. 167 Queen’s Road East is subject to a Notice No. WNZ/U08-29/0008/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(8) 9th Floor and the Main Roof over 9/F, No. 167 Queen’s Road East are subject to a Notice No. WNZ/U08-29/0004/08 by the Building Authority under Section 24C(1) of the Buildings Ordinance.

(9) The Whole of the External Wall on the East Side of Main Entrance, No. 167 Queen’s Road East is subject to a Superseding Order No. DR02129/HK/03/TCW/HK by the Building Authority under Section 28(3) of the Buildings Ordinance.

(10) The Whole of the External Wall on the East Side of Main Entrance, No. 167 Queen’s Road East is subject to an Order No. UBZ/U08-29/0007/08 by the Building Authority under Section 24(1) of the Buildings Ordinance.

(11) The property is zoned for “Residential (Group A)” use under Wan Chai Outline Zoning Plan No. S/H5/27.

(12) In our valuation, we have assumed about HK$92,400 per sq. ft. for the retail portion and about HK$11,200 per sq. ft. for the residential portion.

(13) In undertaking our valuation of the property, we have made reference to various recent sales transactions of shops at Queen’s Road East and low-rise old domestic premises within the same district which have characteristics comparable to the property. The prices of those sales transactions of domestic premises range from about HK$10,500 per sq. ft. to HK$13,000 per sq. ft. The unit rates assumed by us are consistent with the sales transactions of domestic premises within the same district. The prices of those sales transactions of shops range from about HK$104,500 per sq. ft. to HK$113,500 per sq. ft. Due adjustments to the unit rates of those sales transactions have been made to reﬂ ect these factors including but not limited to age, location, size and frontages in arriving at the key assumptions.

— 104 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

This Appendix summarises the principal terms of the HHP Share Option Scheme and does not form, nor is intended to be, part of the HHP Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the HHP Share Option Scheme.

The following is a summary of the principal terms of the HHP Share Option Scheme to be approved and adopted by ordinary resolution of the Shareholders at the EGM.

(i) The purpose of the HHP Share Option Scheme

The purpose of the HHP Share Option Scheme is to provide Hopewell HK Properties with an alternative means of giving incentive to, rewarding, remunerating, compensating and/or providing benefi ts to the Participants (as defi ned below) and for such other purposes as the HHP Board may approve from time to time. The HHP Share Option Scheme will provide the Participants with an opportunity to have a personal stake in Hopewell HK Properties with a view to achieving the following objectives, namely, (a) to motivate the Participants to optimise their performance effi ciency for the benefi t of the HHP Group; and (b) to track and retain or otherwise maintain relationships with the Participants whose contributions are or will be benefi cial to the long-term growth of the HHP Group.

(ii) Participants of the HHP Share Option Scheme and basis for determining the eligibility

The HHP Board may, at its absolute discretion, grant options pursuant to the HHP Share Option Scheme to (i) any director, chief executive or employee (whether full-time or part-time) of any member of the HHP Group; (ii) any discretionary object of a discretionary trust established by any director, chief executive or employee (whether full-time or part-time) of any member of the HHP Group; (iii) a company beneﬁ cially owned by any director, chief executive or employee (whether full-time or part time) of any member of the HHP Group; (iv) any consultant, professional and other adviser to any member of the HHP Group or any consultant, professional and other adviser proposed to be appointed to any member of the HHP Group (including any of their employees, partners, directors or executives); (v) any associates of any director, chief executive, or substantial shareholder of any member of the HHP Group; and (vi) any director, chief executive or employee (whether full-time or part-time) of the Group (including the HHI Group but excluding the HHP Group) (the “Participants”).

(iii) Status of the HHP Share Option Scheme

(a) Conditions of the HHP Share Option Scheme

The HHP Share Option Scheme shall take effect upon the fulﬁ llment of the following conditions:

a. the passing of an ordinary resolution approving the adoption of the HHP Share Option Scheme by the HHP Shareholders and authorising the HHP Directors to grant options to subscribe for HHP Shares thereunder and to allot and issue HHP Shares pursuant to the exercise of any options granted under the HHP Share Option Scheme;

b. the approval of the HHP Share Option Scheme by the Shareholders at the EGM;

c. the Listing Committee granting approval of the listing of, and permission to deal in, (i) the HHP Shares in issue and to be issued, and (ii) any HHP Shares to be issued pursuant to the exercise of options under the HHP Share Option Scheme, whether the granting of the Listing and permission is subject to conditions or not;

— 105 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

d. the obligations of the underwriters in respect of the Global Offering under the underwriting agreements becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by such underwriters), and not being terminated in accordance with the terms of the underwriting agreements or otherwise; and

e. the commencement of dealings in the HHP Shares on the Main Board of the Stock Exchange (collectively, the “Conditions”).

(b) Term of the HHP Share Option Scheme

Subject to the fulﬁ llment of the Conditions, the HHP Share Option Scheme shall be valid and effective for a period of 10 years commencing on the date of its conditional adoption by Hopewell HK Properties (the “Term”), after which period no further options will be granted, but in all other respects the provisions of the HHP Share Option Scheme shall remain in full force and effect. Options which are granted during the life of the HHP Share Option Scheme may continue to be exercisable in accordance with their terms of issue after the end of the Term.

(iv) Grant of options

(a) The making of an offer

An offer for the grant of an option under the HHP Share Option Scheme shall be made to a Participant in such form as the HHP Board may from time to time determine, specifying the terms upon which the option is to be granted (the “Offer Letter”). The period during which the offer would remain open for acceptance by the Participant will also be provided in the Offer Letter.

Unless otherwise determined by the HHP Board and speciﬁ ed in the Offer Letter, there are neither any performance targets that need to be achieved by a Participant before an option can be exercised nor any minimum period for which an option must be held before the option can be exercised.

(b) Restriction on grant of an offer

A grant of options under the HHP Share Option Scheme shall not be made after inside information has come to the knowledge of Hopewell HK Properties until the information has been announced. In particular, no option may be granted during the period commencing one month immediately preceding the earlier of:

a. the date of the meeting of the HHP Board (as such date is ﬁ rst notiﬁ ed by Hopewell HK Properties to the Stock Exchange in accordance with the Listing Rules) for approving Hopewell HK Properties’ results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

b. the deadline for Hopewell HK Properties to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement.

— 106 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

An offer for the grant of an option under the HHP Share Option Scheme shall be deemed to be accepted by the Participant (the “Grantee”) when Hopewell HK Properties receives from the Grantee a duplicate Offer Letter comprising acceptance of the offer duly signed by the Grantee together with a remittance in favour of Hopewell HK Properties of HK$1.00 by way of consideration for the granting thereof is received by Hopewell HK Properties. Such remittance shall in no circumstances be refundable or be considered as part of the Exercise Price (as deﬁ ned below in sub-paragraph (iv) (d)).

The offer shall remain open for acceptance for such time to be determined by the HHP Board, provided that no offer shall be open for acceptance after the expiry of the Term and/or the period stipulated in the Offer Letter, or after the termination of the HHP Share Option Scheme in accordance with its terms or after the Participant to whom the offer is made has ceased to be a Participant, (subject to the HHP Board’s absolute discretion to grant an extension in respect of the same whichever is earlier). To the extent that the offer is not accepted within the time period and in the manner speciﬁ ed in the Offer Letter, the offer will be deemed to have been irrevocably declined.

(d) The Exercise Price in respect of each HHP Share issued pursuant to the exercise of options

Subject to any adjustments pursuant to paragraph (xv) below, the subscription price in respect of each HHP Share issued pursuant to the exercise of options under the HHP Share Option Scheme shall be at a price solely determined by the HHP Board and notiﬁ ed to a Participant (the “Exercise Price”), being at least the highest of:

a. the closing price of the HHP Shares as stated in the Stock Exchange’s daily quotations sheet on the date on which an offer is made to the Participant (the “Offer Date”), and if such date is not a business day, the next following business day;

b. the average closing price of the HHP Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the Offer Date (provided that the new issue price shall be used as the closing price for any business day falling within the period before listing of the HHP Shares where Hopewell HK Properties has been listed for less than 5 business days); and

c. the nominal value of a HHP Share.

(v) The exercise of an option under the HHP Share Option Scheme

(a) General

An option under the HHP Share Option Scheme may be exercised in whole or in part in the manner as set out in the Offer Letter by giving notice in writing to Hopewell HK Properties stating that the option is thereby exercised and the number of HHP Shares in respect of which it is exercised. Each notice must be accompanied by a remittance for the full amount of the total Exercise Price for the HHP Shares in respect of which the notice is given.

— 107 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

Subject to the HHP Shareholders in a general meeting approving any necessary increase in the authorised share capital of Hopewell HK Properties, within 28 days after receipt of the notice and the remittance, and where appropriate, receipt of the certifi cate from the independent fi nancial adviser or the auditors of Hopewell HK Properties (as the case may be) in the event of any alteration in the capital structure of Hopewell HK Properties as described below, Hopewell HK Properties shall allot the relevant HHP Shares to the Grantee credited as fully paid and issue to the Grantee a share certifi cate in respect of the HHP Shares so allotted.

(b) Rights in event of a takeover

If a general offer by way of take-over (other than by way of scheme of arrangement pursuant to sub-paragraph (v)(c) below) is made to all holders of HHP Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror (the “Dissenting Shareholders”), and if such offer becomes or is declared unconditional and the offeror is entitled to, and does give notice pursuant to the Companies Laws, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands to acquire HHP Shares held by the Dissenting Shareholders prior to the expiry of the relevant period in respect of a granted option to acquire HHP shares from the Dissenting Shareholders, the Grantee may by notice in writing to Hopewell HK Properties within 21 days of the notice of the offeror, exercise the option to its full extent or to the extent speciﬁ ed in such notice. Subject to the foregoing, the option will lapse automatically on the date which such offer or revised offer (as the case may be) closes.

If a general offer by way of scheme of arrangement is made to all the holders of HHP Shares and has been approved by the necessary majority of holders of HHP Shares at the requisite meetings, notwithstanding any other terms on which the option was granted, the Grantee may thereafter by notice in writing to Hopewell HK Properties, exercise the option (to the extent not already exercised) to its full extent or to the extent speciﬁ ed in relevant notiﬁ cation provided by Hopewell HK Properties. Subject to the foregoing, the option will lapse automatically on the record date for determining entitlements under such scheme of arrangement.

(d) Rights on a compromise or arrangement

If, pursuant to the laws of the Cayman Islands, a compromise or arrangement (other than by way of a general offer or a scheme of arrangement pursuant to sub-paragraphs (v)(b) and (v)(c) above) between Hopewell HK Properties and the HHP Shareholders and/or the creditors of Hopewell HK Properties proposed for the purposes of or in connection with a scheme for the reconstruction of Hopewell HK Properties or its amalgamation with any other company or companies, Hopewell HK Properties shall give notice thereof to the Grantee on the same date as it despatches the notice which is sent to each member or creditor of Hopewell HK Properties summoning the meeting to consider such a compromise or arrangement, and thereupon the Grantee may forthwith and, until the expiry of the period commencing with such date and ending with the earlier of 2 months thereafter and the date on which such compromise or arrangement is sanctioned by the court of competent jurisdiction, exercise any of his options (to the extent that it has not already been exercised) whether in full or in part, but the exercise of an option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court of competent jurisdiction and becoming effective.

— 108 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

Upon such compromise or arrangement becoming effective, all options shall lapse except insofar as previously exercised under the HHP Share Option Scheme. Hopewell HK Properties may require the Grantee to transfer or otherwise deal with the HHP Shares issued as a result of the exercise of options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such HHP Shares been subject to such compromise or arrangement.

(e) Rights in event of winding-up

In the event of a notice is given by Hopewell HK Properties to the HHP Shareholders to convene a general meeting for the purposes of considering, and if thought ﬁ t, approving a resolution to voluntarily wind-up Hopewell HK Properties, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, Hopewell HK Properties shall on the same date as or soon after it despatches such notice to convene the general meeting, give notice thereof to all Grantees and thereupon, the Grantees may, subject to the provisions of all applicable laws, by notice in writing to Hopewell HK Properties (such notice to be received by Hopewell HK Properties not later than 2 business days prior to the proposed general meeting of Hopewell HK Properties) exercise the option (to the extent that it has not already been exercised) either to its full extent or to the extent speciﬁ ed in such notice, such notice to be accompanied by a payment for the full amount of the aggregate Exercise Price for the HHP Shares in respect of which the notice is given, whereupon Hopewell HK Properties shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant HHP Shares to the Grantee credited as fully paid.

(f) In event of death of a Grantee

In the event the Grantee passes away before exercising the option in full and none of the events which would be a ground of termination of the Grantee’s status as a Participant arises, the personal representative(s) of the Grantee shall be entitled within a period of 6 months or such longer period as the HHP Board may determine from the date of death, to exercise the option up to the entitlement of such Grantee as at the date of death (to the extent that it has become exercisable and has not already be exercised).

(vi) The maximum number of HHP Shares available for subscription

The total number of HHP Shares which may be issued upon exercise of all options to be granted under the HHP Share Option Scheme shall not in aggregate exceed 10% of the total number of HHP Shares in issue immediately following completion of the Listing unless Hopewell HK Properties obtains a fresh approval from the HHP Shareholders in general meeting in the following circumstances:

(a) to refresh the 10% limit as provided above such that the total number of HHP Shares that may be issued upon exercise of all options granted under the HHP Share Option Scheme as refreshed shall not exceed 10% of the total number of HHP Shares in issue as at the date of approval of the limit, and options previously granted under the HHP Share Option Scheme shall not be counted for the purpose of calculating such limit; and/or

(b) to seek separate approval by the HHP Shareholders in general meeting for granting options beyond the 10% limit provided that such options are granted only to previously speciﬁ cally identiﬁ ed Participants.

— 109 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

In both the above circumstances, Hopewell HK Properties shall send a circular to the HHP Shareholders containing the necessary information and disclaimer as required under the Listing Rules.

Notwithstanding the above provisions under this sub-paragraph (vi), and subject to the provisions described in sub-paragraph (xv) below, the limit on the number of HHP Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the HHP Share Option Scheme and any other share option schemes of Hopewell HK Properties will not exceed 30% of the HHP Shares in issue from time to time (or such higher percentage as may be allowed under the Listing Rules). No options may be granted under the HHP Share Option Scheme and any other share option schemes of Hopewell HK Properties (or any of its subsidiaries) if this will result in such limit being exceeded.

(vii) The maximum entitlement of HHP Shares by a Participant

Subject to the paragraph below, the maximum number of HHP Shares issued and to be issued upon exercise of the options granted to each Participant (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the total number of HHP Shares in issue, unless:

Where any further grant of options to a Participant would, together with any exercised, cancelled and outstanding options in the 12-month period up to and including the date of such further grant to represent, in aggregate, over 1% of the total number of HHP Shares in issue, such further grant must be separately approved by HHP Shareholders in general meeting with such Participant and his associates abstaining from voting. In such event, Hopewell HK Properties must ﬁ x the number and terms (including the exercise price) of options to be granted to such Participant and then, send a circular to the HHP Shareholders containing, amongst other terms, the identity of such Participant, such number and terms of the options to be granted to him, and such other information is required under the Listing Rules.

(viii) The grant of options to connected persons

Any grant of options to any HHP Director, chief executive or substantial HHP Shareholder of Hopewell HK Properties or their respective associates shall be subject to the prior approval of the independent non-executive HHP Directors (excluding any independent non-executive HHP Director who is the Grantee).

(ix) The grant of options to substantial HHP Shareholders and independent non-executive HHP Directors

Where the HHP Board proposes to grant any option under the HHP Share Option Scheme to a Participant who is a substantial HHP Shareholder or an independent non-executive HHP Director, or any of their respective associates, would result in the HHP Shares issued and to be issued upon exercise of all options already granted and to be granted under the HHP Share Option Scheme and any other share option schemes of Hopewell HK Properties (including options exercised, cancelled and outstanding) to him in the 12-month period up to and including the proposed date of such grant:

(a) representing in aggregate more than 0.1% of the total number of HHP Shares in issue on the proposed date of such grant; and

(b) having an aggregate value, based on the closing price of the HHP Shares as stated in the Stock Exchange’s daily quotations sheet on the proposed date of such grant, in excess of HK$5,000,000,

— 110 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME such proposed grant of options must be approved by the HHP Shareholders in general meeting by way of poll and all connected persons must abstain from voting in favour of the resolution at general meeting, unless their prior intention to do so has been stated in a circular to be sent by Hopewell HK Properties to the HHP Shareholders containing all those information as required under the Listing Rules.

(x) The rights attached to the options

The options do not carry any right to vote at general meetings of Hopewell HK Properties, or any dividend, transfer or other rights (including those arising on the winding up of Hopewell HK Properties). No Grantee shall enjoy any of the rights of a HHP Shareholder by virtue of the grant of an option pursuant to the HHP Share Option Scheme, unless and until the HHP Shares underlying the option are actually issued to the Grantee pursuant to the exercise of such option.

(xi) The rights attached to the HHP Shares

The HHP Shares to be allotted upon the exercise of an option will rank pari passu in all respects with the fully paid HHP Shares in issue on the date of their allotment and issue, and accordingly will entitle their holders to participate in all dividends or other distributions paid or made on or after the date of allotment and issue other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment and issue.

(xii) The assignment of options

An option shall be personal to the Grantee and shall not be assignable or transferable. No Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interests (whether legal or beneﬁ cial) in favour of any third party over or in relation to any option.

(xiii) The lapse of options

An option shall lapse automatically and not be exercisable (to the extent that it has not already been exercised) on the earliest of:

(a) the expiry of the period as stipulated in the Offer Letter for the exercise of the option (subject to the provisions of the HHP Share Option Scheme);

(b) the date on which the Grantee ceases to be a Participant by reason of the termination of his employment, ofﬁ ce, directorship, appointment or engagement as director, chief executive or employee of, or as consultant, professional or other adviser to, the relevant company on one or more of the following grounds, namely, that he has (a) committed an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts or committed a criminal offence or has otherwise been guilty of misconduct, or (b) has been in breach of a material term of the relevant employment contract or service contract with Hopewell HK Properties and/or any of its subsidiaries, including any non-competition, conﬁ dentiality or other agreement (c) misrepresented or omitted any material fact in connection with his employment or services, (d) materially failed to perform the customary duties as an employee, director, chief executive of Hopewell HK Properties and/or any of its subsidiaries, to obey reasonable directions of a supervisor or failed to abide by the policies or codes of conduct of the HHP Group or (e) conducted in a way that is materially adverse to the name, reputation or interests of the HHP Group, or (f) has stopped payment to creditors generally or been unable to pay his debts within

— 111 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

the meaning of any applicable legislation relating to bankruptcy or insolvency, or has become bankrupt or insolvent, or has been served with a petition for bankruptcy, or has made any arrangements or composition with his creditors generally, or (if so determined by the HHP Board or the board of the relevant company, as the case may be) on any other ground on which any employer or any engaging party would be entitled to terminate his employment, offi ce, directorship, appointment or engagement at common law; and pursuant to any applicable laws or under the Grantee’s employment contract or service contract with Hopewell HK Properties or the relevant company (as the case may be), in the event which a resolution of the HHP Board or the board of directors or governing body of the relevant company (as the case may be) to the effect that the employment, offi ce, directorship, appointment or engagement of a Grantee has or has not been terminated on one or more of the grounds specifi ed in this sub-paragraph shall be conclusive and binding on the Grantee.

(c) the close of 2 business days prior to the general meeting of Hopewell HK Properties held for the purpose of approving the voluntary winding-up of Hopewell HK Properties or the date of the commencement of the winding-up of Hopewell HK Properties;

(d) the date on which the HHP Board exercises Hopewell HK Properties’ right to cancel the option at any time after the Grantee commits a breach of sub-paragraph (xii) above;

(e) the date on which the option is cancelled by the HHP Board at its absolute discretion;

(f) the expiry of the period for exercising the option in event of a takeover, as referred to in sub- paragraph (v)(b) above;

(g) the date on which the compromise or arrangement referred to in sub-paragraph (v)(c) becomes effective;

(h) the date of the commencement of the winding-up of Hopewell HK Properties; and

(i) the expiry of the period for exercising the option in event of death of the Grantee, as referred to in sub-paragraph (v)(f) above.

Hopewell HK Properties shall owe no liability to any Grantee for the lapse of any option under this paragraph (xiii).

(xiv) Cancellation of options granted

The HHP Board may at any time at its absolute discretion cancel any option granted but not exercised. Where Hopewell HK Properties cancels options and makes an offer of the grant of new options to the same option holder, the offer of the grant of such new options may only be made under the HHP Share Option Scheme with available options (to the extent not yet granted and excluding the cancelled options) within the limit approved by the HHP Shareholders as mentioned in paragraph (vi) above.

— 112 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

(xv) Alteration of capital structure

In the event of any alteration in the capital structure of Hopewell HK Properties whilst any option remains exercisable, whether by way of capitalisation issue, rights issue, open offer, sub-division, consolidation, or reduction of the share capital of Hopewell HK Properties or otherwise howsoever in accordance with the applicable legal requirements and requirements of the Stock Exchange (excluding any alteration in the capital structure of Hopewell HK Properties as a result of an issue of HHP Shares as consideration in respect of a transaction to which Hopewell HK Properties or any of its subsidiaries is a party or in connection with any share option or other equity incentive schemes of Hopewell HK Properties) at any time after the date on which dealings in the HHP Shares ﬁ rst commence on the Stock Exchange, such corresponding alterations (if any) shall be made to:

(a) the number or nominal amount of HHP Shares subject to the option so far as unexercised; and/or

(b) the Exercise Price in respect of the HHP Shares granted under the HHP Share Option Scheme.

But no such adjustments shall be made to the extent that a HHP Share would be issued through the exercise of an option at less than its nominal value. In respect of such adjustments, an independent fi nancial adviser appointed by Hopewell HK Properties or the auditors of Hopewell HK Properties shall at the request of the HHP Board certify in writing to the HHP Directors that the adjustments are, in their opinion fair and reasonable, will give the Grantee the same proportion of issued share capital of Hopewell HK Properties as that to which the Grantee was previously entitled provided that no alteration shall be made to the extent that a HHP Share would be issued at less than its nominal value, and be in full compliance with Rule 17.03 of the Listing Rules. Such certifi cation shall, in the absence of manifest error, be fi nal and binding on Hopewell HK Properties and the Grantees.

(xvi) Alteration of the HHP Share Option Scheme

Save as provided in the HHP Share Option Scheme, the HHP Board may, at its absolute discretion, alter any of the terms of the HHP Share Option Scheme at any time. The speciﬁ c provisions of the HHP Share Option Scheme that relate to Rule 17.03 of the Listing Rules cannot be altered to the advantage of the Participants except with the prior approval of the HHP Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the affected Grantees as would be required of the HHP Shareholders under the HHP Articles of Association for a variation of the rights attached to the HHP Shares. Any alterations to the terms and conditions of the HHP Share Option Scheme which are of a material nature or any change to the terms of the options granted must be approved by the HHP Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the HHP Share Option Scheme. The HHP Share Option Scheme so altered must comply with Chapter 17 of the Listing Rules.

— 113 — APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE HHP SHARE OPTION SCHEME

(xvii) Termination of the HHP Share Option Scheme

Hopewell HK Properties may by resolution in general meeting or the HHP Board may at any time terminate the operation of the HHP Share Option Scheme and in such event, no further options will be offered or granted but in all other respects the provisions of the HHP Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any options granted during the life of the HHP Share Option Scheme and which are not exercised immediately prior to the termination of operation of the HHP Share Option Scheme.

(xviii) Administration of the HHP Share Option Scheme

The HHP Share Option Scheme shall be subject to the administration of the HHP Board whose decision as to all matters arising in relation to the HHP Share Option Scheme or its interpretation or effect (save as otherwise provided herein) shall be ﬁ nal, conclusive and binding on all parties. Hopewell HK Properties shall bear the costs of establishing and administering the HHP Share Option Scheme. The amended terms of the HHP Share Option Scheme or the terms of the options granted thereunder must still comply with the relevant requirements under Chapter 17 of the Listing Rules. Any change to the authority of the HHP Directors in relation to any alteration to the terms of the HHP Share Option Scheme must be approved by the HHP Shareholders in general meeting.

(xix) General

Insofar and for so long as (i) the Listing Rules so require; (ii) Hopewell HK Properties remains as a subsidiary of the Company; and (iii) the Shares are listed on the Stock Exchange, any provision of the HHP Share Option Scheme requiring the approval of the HHP Shareholders or independent non-executive directors of Hopewell HK Properties (as the case may be) shall be construed as also requiring the approval of the Shareholders or independent non-executive directors of the Company (as the case may be). Where such provisions require Hopewell HK Properties to issue a circular to the HHP Shareholders prior to seeking their approval, the Company shall also issue a circular to the Shareholders prior to seeking their approval.

The HHP Share Option Scheme and all options granted thereunder are governed by and construed in accordance with the Listing Rules and the laws of Hong Kong in force from time to time.

— 114 — APPENDIX IV GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, conﬁ rm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTOR’S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were (i) required to be notiﬁ ed 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 any such director or chief executive is taken or deemed to have under such provisions of the SFO); or (ii) required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”), to be notiﬁ ed to the Company and the Stock Exchange, were as follows:

(a) Long position in Shares and underlying Shares of the Company(i)

Personal Family Corporate interests interests interests(ii) (held as (interests of (interests of beneﬁ cial spouse or controlled Other Total % of issued Name of Director owner) child under 18) corporation) interests interests share capital

Sir Gordon Ying Sheung WU 75,083,240 25,420,000(iv) 111,250,000(v) 30,680,000(iii) 242,433,240(viii) 27.70 Mr. Eddie Ping Chang HO 27,008,000 1,366,000 70,000 — 28,444,000 3.25 Mr. Thomas Jefferson WU 27,600,000 — — — 27,600,000 3.15 Mr. Josiah Chin Lai KWOK 1,275,000 — — — 1,275,000 0.15 Mr. Guy Man Guy WU 2,645,650 — — — 2,645,650 0.30 Lady WU Ivy Sau Ping KWOK 25,420,000 125,143,240(vi) 61,190,000(vii) 30,680,000(iii) 242,433,240(viii) 27.70 Ms. Linda Lai Chuen LOKE — 1,308,981 — — 1,308,981 0.15 Mr. Albert Kam Yin YEUNG 170,000 — — — 170,000 0.02 Mr. Eddie Wing Chuen HO Junior 608,000 — — — 608,000 0.07 Mr. William Wing Lam WONG 338,000 — — — 338,000 0.04

Notes:

(i) All interests in the Shares of the Company were long positions. None of the Directors or chief executives held any short position in the Shares and underlying Shares of equity derivatives of the Company.

(ii) The corporate interests were beneﬁ cially owned by companies in which the relevant Directors were deemed to be entitled under the SFO to exercise or control the exercise of one-third or more of the voting power at its general meeting.

(iii) The other interests in 30,680,000 Shares represented the interests held by Sir Gordon Ying Sheung WU jointly with his wife Lady WU Ivy Sau Ping KWOK.

(iv) The family interests in 25,420,000 Shares represented the interests of Lady WU Ivy Sau Ping KWOK.

(v) The corporate interests in 111,250,000 Shares held by Sir Gordon Ying Sheung WU included the interests in 61,190,000 Shares referred to in Note (vii).

(vi) The family interests in 125,143,240 Shares represented the interests of Sir Gordon Ying Sheung WU. This ﬁ gure included 50,060,000 Shares held through corporations owned by Sir Gordon Ying Sheung WU.

— 115 — APPENDIX IV GENERAL INFORMATION

(vii) The corporate interests in 61,190,000 Shares were held through corporations owned by Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK as to 50% each.

(viii) Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK were deemed under the SFO to have same interests with each other.

(b) Share options of the Company

The Shareholders approved the adoption of a new share option scheme (the “2003 Share Option Scheme”) effective on 1 November 2003. The 2003 Share Option Scheme will expire on 31 October 2013, but any options then outstanding will continue to be exercisable.

Details of the movement of share options under the 2003 Share Option Scheme held by the Directors and chief executive of the Company between 31 December 2012 and the Latest Practicable Date were as follows:

Closing Outstanding price before Outstanding at the date of Exercise at 31 Granted Exercised Lapsed Latest grant falling Date of price per December during during during Practicable Exercise within the Director grant Share 2012 the period the period the period Date period period HK$ HK$

Mr. William 10/10/2006 22.44 48,000 — 48,000 — — 01/11/2007– N/A Wing Lam WONG 31/10/2013

Sir Gordon Ying Sheung WU 13,717,724 5,244,000(iii) 21,249,999(iv) 6,136,000(vi) 46,347,723(ix) 1.50 Mr. Eddie Ping Chang HO 4,751,000 275,000 14,000 — 5,040,000 0.16 Mr. Thomas Jefferson WU 16,000,000 — — — 16,000,000 0.52 Mr. Josiah Chin Lai KWOK 127,500 — — — 127,500 0.00 Mr. Guy Man Guy WU 264,565 — — — 264,565 0.01 Lady WU Ivy Sau Ping KWOK 5,244,000(vi) 22,729,725(vii) 12,237,998(viii) 6,136,000(v) 46,347,723(ix) 1.50 Ms. Linda Lai Chuen LOKE — 130,898 — — 130,898 0.00 Mr. Albert Kam Yin YEUNG 29,000 — — — 29,000 0.00 Mr. Eddie Wing Chuen HO Junior 60,800 — — — 60,800 0.00 Mr. William Wing Lam WONG 15,000 — — — 15,000 0.00 Ir. Leo Kwok Kee LEUNG 200,000 — — — 200,000 0.01

Notes:

(i) All interests in the shares of Hopewell Highway (the “HHI Shares”) were long positions. None of the Directors or chief executives held any short position in the HHI Shares and underlying HHI Shares of equity derivatives of Hopewell Highway.

(ii) These HHI Shares were beneﬁ cially owned by companies in which the relevant Directors were deemed to be entitled under the SFO to exercise or control the exercise of one-third or more of the voting power at its general meeting.

(iii) The interests in 5,244,000 HHI Shares were interests held by Lady WU Ivy Sau Ping KWOK.

(iv) The corporate interests in 21,249,999 HHI Shares held by Sir Gordon Ying Sheung WU included the corporate interests in 12,237,998 HHI Shares referred to in Note (viii).

— 116 — APPENDIX IV GENERAL INFORMATION

(v) The other interests in 6,136,000 HHI Shares represented the interests held jointly by Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK.

(vi) The interests in 5,244,000 HHI Shares were personal interests beneﬁ cially owned by Lady WU Ivy Sau Ping KWOK and represented the same block of shares in Note (iii).

(vii) The family interests in 22,729,725 HHI Shares represented the interests of Sir Gordon Ying Sheung WU. This ﬁ gure included 9,012,001 HHI Shares held through corporations owned by Sir Gordon Ying Sheung WU.

(viii) The corporate interests in 12,237,998 HHI Shares were held through corporations owned by Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK as to 50% each.

(ix) Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK were deemed under the SFO to have same interests with each other.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO), which were (i) required to be notiﬁ ed 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 any such director or chief executive is taken or deemed to have under such provisions of the SFO); or (ii) required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code, to be notiﬁ ed to the Company and the Stock Exchange.

None of the Directors is a director or employee of the company which was, on the Latest Practicable Date, recorded in the register kept by the Company pursuant to section 336 of the SFO as having an interest or short position in the shares and underlying shares of the Company which was fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(d) Service contracts

As at the Latest Practicable Date, there were no existing or proposed service contracts between any of the Directors and any member of the Group, excluding contracts expiring or determinable by the employing company within one year without payment of compensation (other than statutory compensation).

(e) Interests in assets of the Group

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which were, since 30 June 2012 (being the date to which the latest published audited consolidated ﬁ nancial statements of the Group were made up) acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

(f) Interest in contracts and arrangements

None of the Directors had material interest in any contract or arrangement subsisting at the Latest Practicable Date which is signiﬁ cant in relation to the businesses of the Group.

(g) Interest in competing business

To the best of the knowledge of the Directors, none of the Directors or their respective associates has any interest in a business, which competes or may compete with the businesses of the Group.

— 117 — APPENDIX IV GENERAL INFORMATION

3. LITIGATION

As at the Latest Practicable Date, save as disclosed in the section headed “Contingent liabilities” in Appendix I of this circular, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

4. EXPERTS AND CONSENTS

The following are the experts, and their qualiﬁ cations, who have given their advice or opinion contained in this circular:

Name Qualiﬁ cation

Somerley Limited a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate ﬁ nance) and Type 9 (asset management) regulated activities under the SFO and is the independent ﬁ nancial adviser to the Independent Board Committee and the Shareholders in connection with the Proposed Spin-off

DTZ Debenham Tie Leung Limited independent property valuer

Each of Somerley and DTZ has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or report as set out in this circular and reference to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, none of Somerley and DTZ was beneﬁ cially interested in the share capital of any member of the Group, nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group, nor did it have any direct or indirect interest in any assets which were, since 30 June 2012 (being the date to which the latest published audited consolidated ﬁ nancial statements of the Group were made up) acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

5. MATERIAL CONTRACTS

The following contract, not being a contract in the ordinary course of business, was entered into by the Group within two years immediately preceding the date of this circular and is or may be material:

— A sale and purchase agreement dated 27 June 2011 relating to, among others, the transfer of 90% of the total issued share capital in Bayern Gourmet Food Company Limited by Hopewell Hospitality Company Limited (being a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company) to Harty Limited, being a wholly-owned subsidiary of Dah Chong Hong, Limited, for a consideration of approximately HK$64.6 million.

— 118 — APPENDIX IV GENERAL INFORMATION

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the registered ofﬁ ce of the Company at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, during normal business hours on any weekday, except public holidays, from the date of this circular up to and including the date of the EGM:

(i) the memorandum and articles of association of the Company;

(ii) the material contract referred to in the section headed “Material contracts” in this appendix;

(iii) the published annual reports of the Company for the years ended 30 June 2011 and 2012;

(iv) the published interim report of the Company for the six months ended 31 December 2012;

(v) the rules of the HHP Share Option Scheme;

(vi) the valuation report from DTZ, the text of which is set out in Appendix II;

(vii) the letter from the Independent Financial Adviser, the text of which is set out on pages 53 to 70 to this circular;

(viii) the letter of consent from the Independent Financial Adviser, as referred to in this Appendix; and

(ix) the letter of consent from DTZ, as referred to in this Appendix.

7. GENERAL

(i) The company secretary of the Company is Mr. Cho Wa LAW FCCA, FCPA, FCS, FCIS.

(ii) The registered ofﬁ ce of the Company is at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(iii) The share registrar and transfer ofﬁ ce of the Company is Computershare Hong Kong Investor Services Limited situated at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(iv) The English text of this circular, the notice of the EGM and the accompanying proxy form prevail over their respective Chinese texts in case of inconsistency.

— 119 — NOTICE OF EXTRAORDINARY GENERAL MEETING

(incorporated in Hong Kong with limited liability) (Stock Code: 54)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Hopewell Holdings Limited (the “Company”) will be held at Auditorium, 3/F., Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on Thursday, 23 May 2013 at 2:30 p.m. for the purpose of considering and, if thought ﬁ t, passing (with or without modiﬁ cations) the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(1) “THAT:

(a) the Proposed Spin-off and all documents or agreements in connection therewith or contemplated thereunder or for the purpose of giving effect thereto (including but not limited to the underwriting agreements and stock borrowing agreement to be entered into in connection with the Global Offering), be and are hereby approved;

(b) the directors of the Company (acting collectively and individually) be and are hereby authorised on behalf of the Company to approve and implement the Proposed Spin-off and all matters incidental thereto and to take all actions in connection therewith or arising therefrom relating to the Proposed Spin-off as they shall think ﬁ t (including, inter alia, (i) to sign, seal, execute, perfect and deliver and perform any document, instruments and agreements for and on behalf of the Company in connection with or pursuant to the Proposed Spin-off (including but not limited to the respective agreements granting/giving the Nam Koo Option, the Nam Koo Right, the Nam Koo Undertaking, the Miu Kang Option, the Miu Kang Right, the Miu Kang Undertaking, the Retained Car Park Lot Related Right and the Non-competition Undertaking, the underwriting agreements, the stock borrowing agreement and the deed of indemnity to be entered into in connection with the Global Offering); and (ii) to exercise all such powers and do all such acts as they consider necessary, desirable or expedient to give effect to the Proposed Spin-off);

(c) the Company be and is hereby authorised to sell or approve the issue of such number of HHP Shares, such that the percentage of shareholding interest of the Company in Hopewell HK Properties will be no less than 65.5% provided that (i) the actual or deemed disposal by the Company of its interests in Hopewell HK Properties will not result in any of the Company’s “percentage ratios” under Rule 14.07 of the Listing Rules to exceed 75% and (ii) the Company makes the relevant disclosures required under the Listing Rules.”

— 120 — NOTICE OF EXTRAORDINARY GENERAL MEETING

(2) “THAT:

the rules of the share option scheme of Hopewell HK Properties (the “HHP Share Option Scheme”), a copy of which having been produced to the meeting marked “A” and for the purpose of identiﬁ cation signed by the Chairman, the summaries of which are set out in Appendix III to the circular of the Company dated 6 May 2013, be and are hereby approved as the share option scheme of Hopewell HK Properties and the directors of the Company be and are hereby authorised to approve any amendments to the rules of the HHP Share Option Scheme as may be required by or acceptable to or not objected to by the Stock Exchange and to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the HHP Share Option Scheme.”

For the purposes of this notice, the following expressions bear their respective meanings:

“Global Offering” a global offering comprising an offering of HHP Shares to the public in Hong Kong for subscription and/or an international placing of the HHP Shares with professional and institutional and other investors (including, among others, a preferential offer of the HHP Shares to certain shareholders of the Company whose addresses on the register of members of the Company are in Hong Kong and such other jurisdictions as shall be required by the Listing Rules and certain employees of the Company)

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

“HHP Group” Hopewell HK Properties and its subsidiaries from time to time

“HHP Shares” ordinary shares of HK$0.10 each in the share capital of Hopewell HK Properties

“Hopewell HK Properties” Hopewell Hong Kong Properties Limited, an exempted company incorporated in the Cayman Islands with limited liability on 23 January 2013

“JV Company” the joint venture company which beneﬁ cially owns 33 car park lots in Shun Tak Centre, Sheung Wan, Hong Kong and which is held as to approximately 46% by a member of the Remaining Group

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Minimum Pre-money the minimum Pre-money Equity Valuation required to be achieved Equity Valuation” immediately prior to the Global Offering, being HK$22 billion and the failing of which, the Proposed Spin-off will not proceed

— 121 — NOTICE OF EXTRAORDINARY GENERAL MEETING

“Miu Kang Option” the sole and exclusive option proposed to be granted by the Company to Hopewell HK Properties to require the Company or its relevant subsidiaries to sell or procure to be sold to Hopewell HK Properties or its designated subsidiary or subsidiaries all the issued shares in the capital of, and all the shareholder’s loans to, the subsidiaries of the Company which directly or indirectly own the Miu Kang Property, a summary of the proposed terms of such option is set out in the circular of the Company in which this notice is set out

“Miu Kang Property” the units of Miu Kang Terrace currently owned, and which may from time to time be owned, by the Remaining Group

“Miu Kang Right” the right of ﬁ rst refusal proposed to be granted by the Company to HHP Group upon the exercise of which, HHP Group is entitled to acquire the whole, or such part(s) and/or any other part(s) of the Miu Kang Property, a summary of the proposed terms of such right is set out in the circular of the Company in which this notice is set out

“Miu Kang Terrace” a property located at No. 53 Ship Street and Nos. 1–5 Schooner Street, Wan Chai, Hong Kong, and which is immediately adjacent to the Nam Koo Property

“Miu Kang Undertaking” the undertaking not to develop or redevelop the Miu Kang Property or any part thereof by the Remaining Group, a summary of the proposed terms thereof is set out in the circular of the Company in which this notice is set out

“Nam Koo Option” the sole and exclusive option proposed to be granted by the Company to Hopewell HK Properties to require the Company or its relevant subsidiary to sell or procure to be sold to Hopewell HK Properties or its designated subsidiary all the issued shares in the capital of, and all the shareholder’s loans to, Maryﬁ eld Investments Limited (a limited liability company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company) which owns 100% of the issued shares in Yuba Company Limited (a limited liability company incorporated in Hong Kong) which in turn is the owner of the Nam Koo Property, a summary of the proposed terms of such option is set out in the circular of the Company in which this notice is set out

“Nam Koo Property” ﬁ ve lots of land situated on Ship Street and Hillside Terrace, Wan Chai, Hong Kong acquired by the Remaining Group between 1981 and 1988, (i) upon one of which an abandoned four-storey school building is situated; (ii) upon another of which Nam Koo Terrace, a two-storey house, is situated; and (iii) the remaining three of which are vacant sites

— 122 — NOTICE OF EXTRAORDINARY GENERAL MEETING

“Nam Koo Undertaking” the undertaking not to develop or redevelop the Nam Koo Property or any part thereof by the Remaining Group, a summary of the proposed terms thereof is set out in the circular of the Company in which this notice is set out

“Nam Koo Right” the right of ﬁ rst refusal proposed to be granted by the Company to the HHP Group upon the exercise of which, HHP Group is entitled to acquire the whole, or such part(s) and/or any other part(s), of the Nam Koo Property, a summary of the proposed terms thereof is set out in the circular of the Company in which this notice is set out

“Non-competition Undertaking” the non-competition undertaking proposed to be given by the Company, a summary of the proposed terms thereof is set out in the circular of the Company in which this notice is set out

“Offer Price” the ﬁ nal offer price per Offer Share (exclusive of brokerage fee, the Securities and Futures Commission transaction levy and Stock Exchange trading fee), at which the HHP Shares are to be issued or sold pursuant to the Global Offering

“Pre-money Equity Valuation” the equity valuation of Hopewell HK Properties immediately prior to the Global Offering, which is to be calculated by multiplying (i) the total number of HHP Shares in issue immediately upon completion of the Global Offering less the Offer Shares (excluding such Offer Shares which may be sold pursuant to the exercise of the over-allotment option to be granted by a subsidiary of the Company) by (ii) the Offer Price

“Proposed Spin-off” the proposed spin-off of Hopewell HK Properties by way of a separate listing of the HHP Shares on the Main Board of the Stock Exchange, including the Global Offering, as described in the Company’s circular dated 6 May 2013 in which this notice is set out, which complies with the requirement that the Minimum Pre- money Equity valuation of HK$22 billion is achieved

“Prospectus” the prospectus to be issued by Hopewell HK Properties in relation to the Global Offering

“Remaining Group” the Company and its subsidiaries from time to time (excluding the HHP Group and Hopewell Highway Infrastructure Limited, an exempted company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock codes: 737 (Hong Kong dollar counter) and 80737 (Renminbi counter), and its subsidiaries, from time to time)

— 123 — NOTICE OF EXTRAORDINARY GENERAL MEETING

“Retained Car Park Lot the right of ﬁ rst refusal proposed to be granted by the Company to Related Right” Hopewell HK Properties upon the exercise of which, Hopewell HK Properties (or its subsidiary) is entitled to acquire the interest in the JV Company or its relevant subsidiary holding its interest in the JV Company which is proposed to be sold, transferred or otherwise disposed of by the Company or its relevant subsidiary, a summary of the proposed terms of such right is set out in the circular of the Company in which this notice is set out

“Stock Exchange” The Stock Exchange of Hong Kong Limited

By Order of the Board Hopewell Holdings Limited Richard Cho Wa Law Company Secretary

Hong Kong, 6 May 2013

Registered Ofﬁ ce:

64th Floor, Hopewell Centre 183 Queen’s Road East Wan Chai, Hong Kong

Notes:

(1) A member of the Company entitled to attend and vote at the above meeting is entitled to appoint not more than two proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

(2) In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certiﬁ ed copy thereof, must be deposited at the Company’s registered ofﬁ ce at 64th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).

(3) Where there are joint registered holders of any share(s) of the Company, any one such persons may vote at any meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands ﬁ rst on the register in respect of such share(s) shall alone be entitled to vote in respect thereof.

(4) To ascertain the Company’s shareholders’ eligibility to attend and vote at the above meeting, the Register of Members of the Company will be closed from Tuesday, 21 May 2013 to Thursday, 23 May 2013, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the above meeting, all transfers of share ownership, accompanied by the relevant share certiﬁ cates must be lodged with the Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 20 May 2013.

(5) Each of the resolutions set out in this notice will be voted by way of poll.

(6) In the case of inconsistency between the Chinese translation and the English text thereof, the English text will prevail.

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