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Announcement Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document. (Incorporated in Hong Kong with limited liability) (Stock Code: 16) ANNOUNCEMENT Reference is made to the announcements made by Sun Hung Kai Properties Limited (the “Company”) on 19 March 2012 and 29 March 2012. The board of directors (the “Board”) of the Company was separately informed on 13 July 2012 by Mr. KWOK Ping-kwong, Thomas (“Mr. Thomas Kwok”) and Mr. KWOK Ping- luen, Raymond (“Mr. Raymond Kwok”), the joint Chairmen and Managing Directors of the Company, and Mr. CHAN Kui-yuen, Thomas, an Executive Director of the Company (together the “Relevant Directors”) that on 13 July 2012 charges in relation to an alleged offence or offences at common law for conspiracy to commit misconduct in a public office, and/or under the Prevention of Bribery Ordinance and/or furnishing false information contrary to the Theft Ordinance have been laid against them (the “Charges”). At a Board meeting of the Company held today to consider this matter (the “Meeting”), it was resolved by the Board of the Company that in light of these developments and also taking into account the continuous growth and expansion of the business of the Group and business continuity planning considerations, the following appointments be made all with effect from the closure of the Meeting (the “Appointments”): 1. the appointment of Mr. KWOK Kai-fai, Adam (“Mr. Adam Kwok”) and Mr. KWOK Ho-lai, Edward (“Mr. Edward Kwok”) as Alternate Directors to Mr. Thomas Kwok and Mr. Raymond Kwok respectively; and 2. the appointment of Mr. WONG Chik-wing, Mike (“Mr. Mike Wong”) and Mr. LUI Ting, Victor (“Mr. Victor Lui”) as Deputy Managing Directors of the Company. None of the Relevant Directors participated in the Meeting. The Board of the Company is of the view that it is important for the Group to continue to have access to the expertise and experience of the Relevant Directors. Taking into account the Appointments (in particular, the appointments of the Deputy Managing Directors of the Company), the Board of the Company is of the view that it is in the best interests of the Company for the Relevant Directors to continue to discharge their duties and responsibilities to the Group. The Executive Committee of the Company continues to be responsible for the day-to-day management and operation of the Group as usual. 1 The Company is of the view that the normal daily business and operations of the Group will not be affected. The Relevant Directors will continue to undertake and discharge their duties to the Group, and Mr. Thomas Kwok and Mr. Raymond Kwok will also continue to undertake and discharge their duties as joint Chairmen and Managing Directors of the Company with the assistance of the new Deputy Managing Directors. The Special Committee established on 19 March 2012 and currently comprising Mr. WONG Yick-kam, Michael (Non-Executive Director), Mr. Mike Wong (Executive Director) and Prof. WONG Yue-chim, Richard (Independent Non-Executive Director) continues to handle all matters which may arise from and relate to the Charges and the investigation of the Independent Commission Against Corruption. Further details on the Appointments are set out below: 1. Appointment of Alternate Directors The Company has received written notices from Mr. Thomas Kwok and Mr. Raymond Kwok appointing Mr. Adam Kwok and Mr. Edward Kwok, respectively, as their alternates. KWOK Kai-fai, Adam Mr. Adam Kwok, aged 29, holds a Bachelor of Science degree in Management Science and Engineering from Stanford University and a Master’s degree in Business Administration from Harvard Business School. He worked in an international investment bank prior to joining the Group in November 2008 and currently is a project manager taking charge of certain key residential and commercial projects of the Group in Hong Kong and the Pearl River Delta region. He is a son of Mr. Thomas Kwok, and a nephew of Mr. KWOK Ping-sheung, Walter (“Mr. Walter Kwok”) and Mr. Raymond Kwok. He is also a grandson of Madam KWONG Siu-hing who is the elder sister of Mr. KWONG Chun and also a substantial shareholder of the Company. KWOK Ho-lai, Edward Mr. Edward Kwok, aged 31, holds a Bachelor of Arts degree from Yale University and a Postgraduate Diploma in Professional Accountancy from The Chinese University of Hong Kong. His professional qualifications include being both a member of the Hong Kong Institute of Certified Public Accountants and The Institute of Chartered Accountants in England and Wales. He has joined the Group since January 2010 and is now a sales and project manager, responsible for feasibility study, marketing and planning of new residential projects of the Group in Hong Kong. Before joining the Group, Mr. Edward Kwok worked in a major international audit firm. He is a son of Mr. Raymond Kwok, and a nephew of Mr. Walter Kwok and Mr. Thomas Kwok. He is also a grandson of Madam KWONG Siu-hing who is the elder sister of Mr. KWONG Chun and also a substantial shareholder of the Company. As at the date hereof, for the purpose of Part XV of the Securities and Futures Ordinance (“SFO”), Mr. Adam Kwok is deemed to be interested in 523,502,486 shares of the Company, representing 20.01% of the issued share capital of the Company, by virtue of being a beneficiary of certain discretionary trusts. 413,503,195 of such shares are held under certain discretionary trusts of which Mr. Thomas Kwok is also a beneficiary and are therefore duplicated in the interests of Mr. Thomas Kwok. 2 As at the date hereof, for the purpose of Part XV of the SFO, Mr. Edward Kwok is deemed to be interested in 526,725,569 shares of the Company, representing 20.14% of the issued share capital of the Company, by virtue of being a beneficiary of certain discretionary trusts. 416,726,278 of such shares are held under certain discretionary trusts of which Mr. Raymond Kwok is also a beneficiary and are therefore duplicated in the interests of Mr. Raymond Kwok. Of the shares in which Mr. Adam Kwok and Mr. Edward Kwok are deemed to be interested as stated in the above paragraphs, each of Mr. Adam Kwok and Mr. Edward Kwok is interested in 109,999,291 shares of the Company by virtue of being beneficiaries of a discretionary trust for the benefit of the sons of Mr. Walter Kwok, of Mr. Thomas Kwok and of Mr. Raymond Kwok respectively, and these 109,999,291 shares represent the same interests and are therefore duplicated between them. Of the said 413,503,195 shares in the Company in which both Mr. Thomas Kwok and Mr. Adam Kwok are interested as stated above and the said 416,726,278 shares in the Company in which both Mr. Raymond Kwok and Mr. Edward Kwok are interested as stated above, 28,764,614 shares represent the same interests and are therefore duplicated amongst Mr. Thomas Kwok, Mr. Raymond Kwok, Mr. Adam Kwok and Mr. Edward Kwok. Save as disclosed above, Mr. Adam Kwok and Mr. Edward Kwok do not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Adam Kwok and Mr. Edward Kwok did not hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas. Mr. Adam Kwok and Mr. Edward Kwok have not entered into any service contract with the Company with respect to their appointments as Alternate Directors and no terms have been fixed for their length of service with the Company. In accordance with the articles of association of the Company (the “Articles”), their appointments as Alternate Directors will cease if their respective appointor ceases to be a Director of the Company. In addition, Mr. Adam Kwok and Mr. Edward Kwok shall not be entitled to receive from the Company any remuneration in respect of their appointments as Alternate Directors except only such part (if any) of the remuneration otherwise payable to their respective appointor as such appointor may by notice in writing to the Company from time to time direct. Save as disclosed above, there are no other matters concerning the appointment of Mr. Adam Kwok and Mr. Edward Kwok that need to be brought to the attention of the shareholders of the Company nor any information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). 2. Appointment of Deputy Managing Directors Mr. Mike Wong and Mr. Victor Lui, both being Executive Directors and members of the Executive Committee of the Company and each having served the Group for more than 30 years, are familiar with the day to day management and operations and also with the development of the goals and strategies of the Group. The Deputy Managing Directors will assist Mr. Thomas Kwok and Mr. Raymond Kwok in discharging their duties as joint Managing Directors of the Company. 3 RESUMPTION OF TRADING At the request of the Company, trading in the securities of the Company (the “Securities”) on The Stock Exchange of Hong Kong Limited was suspended with effect from 9:48 a.m.
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