SHUN TAK HOLDINGS LIMITED 信德集團有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 242) Website

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a R14A.58(3)(b) licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Shun Tak Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities, or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no R14A.59(1) 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.

SCH III-1 SHUN TAK HOLDINGS LIMITED App1B-1 信德集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 242) R13.51A Website: http://www.shuntakgroup.com

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF SKAMBY LIMITED AND PROPOSED OFF-MARKET SHARE REPURCHASE

SCH III-1 Independent financial adviser to the independent board committee and the independent shareholders of Shun Tak Holdings Limited

Platinum Securities Company Limited

A letter from the Board is set out on pages 7 to 24 of this circular. A letter from the Independent Board Committee is set out on page 25 of this circular. A letter from Platinum Securities Company Limited containing its advice and recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 44 of this circular.

A notice convening the EGM to be held at the Golden Restaurant, Macau Jockey Club (HK) Club House, 1st Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 26 May 2009 at 12:15 p.m. (or soon thereafter as the annual general meeting of the Company convened at 12:00 noon on the same day and place shall have concluded or adjourned) is set out on pages 288 to 290 of this circular. Whether or not you are able to attend the EGM, please complete and return to the registered office of the Company at Penthouse, 39th Floor, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by no later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish. SCH III-1 24 April 2009 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 7

Letter from the Independent Board Committee ...... 25

Letter from Platinum Securities ...... 26

Appendix I — Financial Information of the Group ...... 45

Appendix II — Property Valuation Report of the Site ...... 137

Appendix IIIA — Valuation Report on the Group’s Properties (Other than the Site) . . 143

Appendix IIIB — Letter from Accountants in connection with the Valuation of Macau Golf & Country Club by Using Income Capitalization Approach . . 194

Appendix IIIC — Comfort Letter from Platinum Securities in connection with the Valuation of Macau Golf & Country Club by Using Income Capitalization Approach ...... 196

Appendix IV — General Information ...... 198

Appendix V — Form of Repurchase Contract ...... 212

Notice of EGM ...... 288

—i— DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Agreed Value” HK$1,600.0 million, being the value of the Site agreed among the parties to the SPA and the MOHCL SPA

“Announcement” the announcement dated 21 January 2009 made by the Company in relation to the Disposal and the proposed Share Repurchase

“Board” the board of Directors

“Business Day” a day (other than a Saturday or Sunday) on which banks are generally open in Hong Kong and Macau for normal business

“Bluebell” Bluebell Assets Limited, a company incorporated in British Virgin Islands and an indirect wholly-owned subsidiary of STDM

“CGL” Current Growth Limited, a wholly-owned subsidiary of STDM, being the purchaser under the MOHCL SPA

“Company” Shun Tak Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange (Stock Code: 242)

“Companies Ordinance” Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

“Completion Date” date of completion of the SPA

“Completion Net Assets of EHIL” the NAV of EHIL as per the EHIL Completion Account after incorporating (i) the Agreed Value (including the furnishings, fixtures and equipment of the Hotel) and (ii) the agreed value of EHIL’s investment in the corporate membership with a golf club in Macau of approximately HK$0.7 million, such value was determinated after making reference to the prevailing secondary market price of the membership of such golf club at the time when the SPA was entered into

“Completion Net Assets of the NAV of Skamby as per the Skamby Completion Account Skamby” (disregarding Skamby’s investment in EHIL and the Sale Loan)

“Completion Payment” HK$660.0 million, being the Consideration less the Deposit

“Consideration” HK$740.0 million, subject to adjustment with reference to the Completion Net Assets of Skamby and 50% of the Completion Net Assets of EHIL on a dollar-to-dollar basis

—1— DEFINITIONS

“Deed of Undertaking” a deed of undertaking executed by STDM and Bluebell in favor of the Company undertaking, subject to satisfaction of certain conditions, to enter into the Repurchase Contract

“Deposit” HK$80.0 million, which has been paid by the Purchaser to the Vendor as at the Latest Practicable Date

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

“Disposal” disposal of the Sale Share and assignment of the Sale Loan by the Vendor to the Purchaser pursuant to the SPA

SCH III-1 “Dr. Ho Concert Party Group” being parties considered to be acting in concert (as defined under the Takeovers Code) with Dr. Stanley Ho, which include STDM, STS, Ms. Pansy Ho, Ms. Daisy Ho and Ms. Maisy Ho (daughters) and Mrs. Louise Mok (sister), being family members of Dr. Stanley Ho

“Dr. Stanley Ho” Dr. Stanley Ho, the Group Executive Chairman of the Company

“EGM” the extraordinary general meeting of the Shareholders to be held at the Golden Restaurant, Macau Jockey Club (HK) Club House, 1st Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 26 May 2009 at 12:15 p.m. (or soon thereafter as the annual general meeting of the Company convened at 12:00 noon on the same day and place shall have concluded or adjourned) to consider and, if thought fit, approve the Disposal and the proposed Share Repurchase

“EHIL” Excelsior - Hoteis e Investimentos, Limitada, a company incorporated in Macau and owned as to 50% by each of Skamby and MOHCL as at the Latest Practicable Date, which owns 100% interest in the Site

“EHIL Completion Account” the balance sheet of EHIL as at the Completion Date prepared in accordance with the accounting principles, practices, policies and procedures currently adopted in preparing the accounts of EHIL

“Executive” the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any delegate of the Executive Director

—2— DEFINITIONS

“Final Payment” an amount equals to the adjustment to the Consideration by reference to EHIL Completion Account and the Skamby Completion Account as described in the paragraph headed “Adjustment of the Consideration” in the letter from the Board

“Group” the Company and its subsidiaries

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

“Hotel” comprises of a 5-star hotel, currently with 416 hotel rooms, being operated under the name of Mandarin Oriental Macau

“Independent Board Committee” the independent committee of the Directors established to advise the Independent Shareholders in respect of the Disposal and the proposed Share Repurchase

“Independent Shareholders” Shareholders (other than the members of the Dr. Ho Concert Party Group and other Directors (except for the independent non-executive Directors)) who are not required to abstain from voting at the EGM approving the Disposal and the proposed Share Repurchase under the Listing Rules and the Repurchase Code

“Last Trading Day” 20 January 2009, being the last trading day immediately before the date of the Announcement

“Latest Practicable Date” 21 April 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

“Macau” the Macau Special Administrative Region of the PRC

“Macau Property Registry” Conservatória do Registo Predial, Macau

“Market Value” the value of the Site, to be estimated by an independent valuer, for which the Site should on the date of the valuation exchange between a willing buyer and a willing seller in an arms-length transaction after proper marketing wherein the parities acted knowledgeably, prudently and without compulsion, and on the basis of the highest and best use (including potential conversion to higher alternative uses via modification or variation of land leases, if any) of the Site which maximizes its potential value and net of all expenses, such as demolition costs, construction costs, land premium, which the independent valuer considers would necessarily be incurred in respect of the Site to achieve the highest and best use

—3— DEFINITIONS

“MOHCL” Mandarin Oriental Holding Company Limited, which owns 50% direct interest in EHIL as at the date of the SPA

“MOHCL SPA” the conditional agreement dated 20 January 2009 entered into between MOHCL, CGL and EHIL for the sale of 50% equity interest in EHIL by MOHCL to CGL

“Mortgage” a first fixed legal mortgage in favor of the Vendor with a registration limit of US$2,000 million to be created within 30 days after completion of the SPA over all of EHIL’s right, title and interest in and to the Site to secure the Purchaser’s obligation to pay the Post-Disposal Appreciation to the Vendor

“Mortgage Documents” all deeds, documents and instruments required to be executed by EHIL to create the Mortgage

“NAV” net asset value, being the residual value after subtracting the total liabilities from the total assets of a company

“Platinum Securities” Platinum Securities Company Limited, a licensed corporation under the SFO licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the Disposal and the Share Repurchase

“Post-Disposal Appreciation” an amount equals to 50% of the amount by which the Market Value of the Site exceeds the Agreed Value

“PRC” the People’s Republic of China

“Purchaser” Current Time Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of STDM

“Repurchase Contract” the share repurchase agreement, in agreed form, appended to this circular as Appendix V

“Repurchase Code” the Code on Share Repurchases

“Repurchase Completion” completion of the Share Repurchase in accordance with the Repurchase Contract

“Repurchase Price” the repurchase price of HK$2.20 per Repurchase Share

—4— DEFINITIONS

“Repurchase Share(s)” 263,667,107 Shares, as to 9,860,000 Shares held by STDM and as to 253,807,107 Shares held by Bluebell, representing approximately 11.68% of the issued share capital of the Company as at the Latest Practicable Date

“Sale Loan” a shareholder’s loan owed by Skamby to the Vendor, which amounted to approximately HK$35.8 million as at the date of the SPA

“Sale Share” 2 shares of HK$10 each in Skamby, representing its entire issued share capital as at the Latest Practicable Date

“SFO” the Securities and Futures Ordinance

“Share Charge” the share charge to be executed by STDM and Bluebell over the Repurchase Shares, copy of which is attached to the Repurchase Contract

“Shares” shares of HK$0.25 each in the capital of the Company

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

“Share Repurchase” the purchase/acquisition by the Company of the Repurchase Shares by means of an off-market share repurchase on and pursuant to the terms and conditions of the Repurchase Contract (including the Share Charge, as the case may be)

“Site” the Hotel together with the piece of land on which it is erected, which is located at 956 to 1110 Avenida da Amizade, Macau

“Skamby” Skamby Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Vendor as at the Latest Practicable Date, which owns 50% equity interest in EHIL

“Skamby Completion Account” the balance sheet of Skamby as at the Completion Date prepared in accordance with the accounting principles, practices, policies and procedures currently adopted in preparing the accounts of Skamby

“SPA” the conditional agreement for the Disposal dated 20 January 2009 entered into between the Vendor (as vendor), the Purchaser (as purchaser), EHIL, the Company (as the Vendor’s guarantor) and STDM (as the Purchaser’s guarantor)

“STDM” Sociedade de Turismo e Diversões de Macau, S.A., a company incorporated in Macau and a substantial Shareholder and a connected person of the Company

—5— DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“STS” Shun Tak Shipping Company, Limited

“Takeovers Code” the Code on Takeovers and Mergers

“Trading Day” a day on which the Stock Exchange is open for business of dealing in securities

“Trigger Event” any of the events and circumstances described under the paragraph headed “Post-Disposal Appreciation of the Site” in the letter from the Board

“Vendor” Florinda Hotel Investment Limited, a company incorporated in the British Virgin Islands and an indirectly wholly-owned subsidiary of the Company

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

“MOP” Patacas, the lawful currency of Macau

“US$” United States dollars, the lawful currency of the United States of America

For the purpose of this circular, the currency exchange rate of MOP to Hong Kong dollars is MOP1.03 = HK$1.

—6— LETTER FROM THE BOARD

SHUN TAK HOLDINGS LIMITED 信德集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 242) Website: http://www.shuntakgroup.com

SCH III-1 Directors: Registered office: R2.14 Dr. Stanley Ho (Group Executive Chairman) Penthouse, 39th Floor Sir Roger Lobo** West Tower, Shun Tak Centre Mr. Norman Ho** 200 Connaught Road Central Mr. Charles Ho** Hong Kong Dato’ Dr. Cheng Yu Tung* Mrs. Louise Mok* Ms. Pansy Ho (Managing Director) Ms. Daisy Ho (Deputy Managing Director) Ms. Maisy Ho Mr. David Shum Mr. Michael Ng

* Non-executive Director ** Independent non-executive Director

24 April 2009

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF SKAMBY LIMITED AND PROPOSED OFF-MARKET SHARE REPURCHASE

1. INTRODUCTION

It was announced by way of the Company’s announcement dated 21 January 2009 that, on 20 January 2009, the Vendor (an indirect wholly-owned subsidiary of the Company), the Purchaser (a wholly-owned subsidiary of STDM), EHIL, the Company and STDM entered into the SPA, pursuant to which the Vendor conditionally agreed to sell and to assign, and the Purchaser conditionally agreed

—7— LETTER FROM THE BOARD to purchase, the Sale Share and the Sale Loan for a total cash consideration of HK$740.0 million (subject to adjustment). The Sale Share represents the entire issued share capital of Skamby which owns 50% of the equity interest in EHIL. The principal asset of EHIL is the Site.

The Company has unconditionally and irrevocably guaranteed to the Purchaser the due and punctual performance by the Vendor of its obligations under the SPA. STDM has unconditionally and irrevocably guaranteed to the Vendor the due and punctual performance by the Purchaser of its obligations under the SPA.

Subject to verification by the Company’s auditor and adjustment of the Consideration by reference to the adjusted NAV of Skamby and EHIL on the Completion Date, it is estimated that the Group will recognise a profit of approximately HK$699.4 million from the Disposal (before deducting the related expenses of approximately HK$3.0 million) being the amount by which the Consideration (before adjustments) exceeds the carrying value of the Group’s interest in Skamby (including its 50% interest in EHIL) of HK$40.6 million as at 31 December 2008. The amount of the final Consideration and the actual profit on the Disposal will be determined after the Skamby Completion Account and the EHIL Completion Account have been issued.

Also on 20 January 2009, CGL (a wholly-owned subsidiary of STDM), MOHCL (being the owner of the remaining 50% interest in EHIL) and EHIL entered into the MOHCL SPA, pursuant to which CGL conditionally agreed to purchase and MOHCL conditionally agreed to sell its 50% direct interest in EHIL. The consideration and other terms of the MOHCL SPA are determined on a similar basis to the SPA. The completions of the SPA and the MOHCL SPA are inter-conditional and must occur simultaneously.

The Company intends to use the net proceeds from the Disposal for general working capital and to fund potential business opportunities available to the Group in the future and, if the Share Repurchase is effected, to fund the Share Repurchase.

Completion of the SPA will take place on the third Business Day following the day on which the conditions under the SPA are fulfilled (or waived by the Vendor in the case of conditions precedent (d) and (f) as set out in the paragraph headed “The SPA — conditions precedent” below), or on such other date as may be agreed between the Vendor and the Purchaser.

On 21 January 2009, STDM and Bluebell (an indirect wholly-owned subsidiary of STDM) executed a Deed of Undertaking in favor of the Company, conditionally undertaking to enter into a repurchase agreement (in agreed form) relating to an off-market share repurchase by the Company of 263,667,107 Shares held by STDM and Bluebell, which represents approximately 11.68% of the issued share capital of the Company as at the Latest Practicable Date.

If the Share Repurchase proceeds, the Repurchase Shares will be cancelled upon the transfer of the Repurchase Shares under the Repurchase Contract and STDM and Bluebell will no longer be directly or indirectly interested in any Shares. The percentage interest of all other Shareholders in the issued share capital of the Company will be proportionately increased following cancellation of the Repurchase Shares and the resulting reduction in the number of issued Shares.

—8— LETTER FROM THE BOARD

The number of Shares in issue will be reduced from 2,256,941,300 Shares as at the Latest Practicable Date to 1,993,274,193 Shares immediately after the cancellation of the Repurchase Shares. The total number of Shares held by the Dr. Ho Concert Party Group will be reduced to 991,492,728 Shares, representing approximately 49.74% interest in the reduced share capital in issue of the Company, assuming no other changes in the number of Shares held by the Dr. Ho Concert Party Group and the number of Shares in issue.

The Repurchase Completion is subject to, among other things, completion of the SPA taking place simultaneously. The parties to the Repurchase Contract agree that the Company’s payment obligations in respect of the consideration under the Repurchase Contract, upon simultaneous completion of the SPA and the Repurchase Contract, shall be set off against the payment obligations of such part of the Consideration owed by the Purchaser to the Vendor under the SPA.

In respect of the Disposal, since the consideration ratio as set out in Rule 14.07 of the Listing Rules exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Listing Rules.

The Purchaser is a wholly-owned subsidiary of STDM, a substantial Shareholder, and is therefore a connected person of the Company under the Listing Rules. Accordingly, pursuant to Rule 14A.13(1)(a) of the Listing Rules, the Disposal constitutes a connected transaction of the Company which is subject to approval by Independent Shareholders by poll at the EGM.

Since STDM is a connected person of the Company under the Listing Rules, the Share Repurchase will, when effected, constitute a connected transaction of the Company. The Share Repurchase will also constitute an off-market share repurchase and must be approved by the Executive pursuant to Rule 2 of the Repurchase Code. Such approval, if given, will be conditional upon approval by at least three-fourths of the votes cast on a poll by disinterested shareholders of the Company in attendance in person or by proxy at a general meeting. An application has been made to the Executive for approval of the Share Repurchase under Rule 2 of the Repurchase Code.

As required by the Repurchase Code, members of the Dr. Ho Concert Party Group and all Directors, save and except for the three independent non-executive Directors, shall abstain from voting in respect of the Repurchase Contract and the transactions contemplated thereunder at the EGM.

As required by Chapter 14A of the Listing Rules, members of the Dr. Ho Concert Party Group, all Directors, save and except for the three independent non-executive Directors, and any Shareholders who are involved in or interested in the Disposal and the proposed Share Repurchase shall abstain from voting in respect of the SPA and the Repurchase Contract and the transactions contemplated thereunder at the EGM.

The purpose of this circular is to (a) provide you with further information on, among other things, the Disposal and the Share Repurchase; (b) set out the recommendations from the Independent Board Committee and the advice from Platinum Securities to the Independent Board Committee and the Independent Shareholders on the Disposal and the Share Repurchase; (c) give you a notice of the EGM.

—9— LETTER FROM THE BOARD

2. THE SPA

Date

20 January 2009 R14A.59(2)(a)

Parties

The Vendor: Florinda Hotel Investment Limited, an indirect wholly-owned subsidiary of the Company incorporated in the British Virgin Islands, which beneficially owns the entire issued share capital of Skamby, which in turn owns a 50% indirect interest in EHIL as at the Latest Practicable Date

The Purchaser: Current Time Limited, a company incorporated in the British Virgin Islands R14A.59(2)(d) and a wholly-owned subsidiary of STDM

EHIL: Excelsior - Hoteis e Investimentos, Limitada, a company incorporated in Macau which owns the Site, and is owned as to 50% by each of Skamby and MOHCL as at the Latest Practicable Date

The Company: As the Vendor’s guarantor

STDM: As the Purchaser’s guarantor

The Company has unconditionally and irrevocably guaranteed to the Purchaser the due and R14A.59(12) punctual performance by the Vendor of its obligations under the SPA. STDM has unconditionally and irrevocably guaranteed to the Vendor the due and punctual performance by the Purchaser of its obligations under the SPA.

Assets being disposed of

The Vendor, the Purchaser, EHIL, the Company and STDM entered into the SPA on 20 January R14A.59(2)(f) 2009, pursuant to which the Vendor conditionally agreed to sell and to assign, and the Purchaser conditionally agreed to purchase, the Sale Share and the Sale Loan respectively for the Consideration to be paid in cash.

On the same day, CGL (a wholly-owned subsidiary of STDM), MOHCL (the owner of the remaining 50% interest in EHIL) and EHIL entered into the MOHCL SPA, pursuant to which CGL conditionally agreed to purchase, and MOHCL conditionally agreed to sell, its 50% direct interest in EHIL. The consideration and other terms of the MOHCL SPA were determined on a similar basis to the SPA.

The completions of the SPA and the MOHCL SPA are inter-conditional and must occur simultaneously.

—10— LETTER FROM THE BOARD

Consideration R14A.59(2)(c)

The Consideration, being an estimated amount of the total of the Completion Net Assets of Skamby and 50% of the Completion Net Assets of EHIL of approximately zero and approximately HK$740.0 million respectively, is HK$740.0 million. The Consideration is allocated (i) as to the Sale Loan, approximately HK$35.8 million, which is the outstanding balance of the Sale Loan as at the date of the SPA; and (ii) as to the Sale Share, approximately HK$704.2 million, which is the balance of the Consideration.

Adjustment of the Consideration R14A.59(2)(c)

The Consideration is subject to:

(a) Adjustment with reference to the Completion Net Assets of Skamby and 50% of the Completion Net Assets of EHIL. If:

(i) the Completion Net Assets of Skamby is more than HK$20 (being the par value of Skamby’s issued share capital), the Purchaser shall pay an additional amount to the Vendor equivalent to such difference, and vice versa; and

(ii) 50% of the Completion Net Assets of EHIL is more than HK$740.0 million, the Purchaser shall pay an additional amount to the Vendor equivalent to such difference, and vice versa; and

(b) Adjustment in accordance with the Post-Disposal Appreciation (details are set out in the paragraph below headed “Post-Disposal Appreciation Value of the Site” in this letter from the Board).

Should the final Consideration after adjustments (a) and (b) above be greater than HK$1,354 million (being the 25% consideration ratio threshold of the Company as at the date of the SPA), the Disposal will become a major transaction under Chapter 14 of the Listing Rules and the Company will comply with the relevant Listing Rules accordingly.

Payment term of the Consideration R14A.59(2)(c)

The Consideration is payable as follows:

(a) the Deposit of HK$80.0 million, upon the signing of the SPA;

(b) the Completion Payment on the Completion Date; and

—11— LETTER FROM THE BOARD

(c) the Final Payment, within 2 Business Days following the adjustment of the Consideration in accordance with the SPA and which is currently expected to be within 2 months from the Completion Date.

The Deposit has been received by the Vendor from the Purchaser.

The Consideration was determined following commercial and arms’ length negotiations between the parties to the SPA with reference to:-

(a) the preliminary valuation of the Site of HK$1,500.0 million as at 15 January 2009 R14A.59(2)(b) conducted by an independent property valuer appointed by the Company. The Site was valued as an on-going hotel operation in its existing state mainly by reference to sales evidence as available on the market and, where appropriate, taking into consideration of the historical performance as advised by the Company in assessing the market value;

(b) the financial positions of Skamby and EHIL; and

Conditions precedent

Completion of the SPA is conditional upon the following conditions having been fulfilled (or in the case of conditions precedent (d) and (f), waived by the Vendor):

(a) the completion of the MOHCL SPA in accordance with the terms thereof;

(b) the Independent Shareholders passing at the EGM of ordinary resolution(s) approving the SPA and the transactions contemplated thereunder;

(c) the shareholders of STDM passing at an extraordinary general meeting of STDM of ordinary resolution(s) approving the SPA and the transactions contemplated thereunder no later than 30 June 2009 or such other date as the Vendor may determine;

(d) the Deposit having been paid to the Vendor by the Purchaser on the date of the SPA;

(e) the land lease grant of the resort area in the Site having been duly registered with the Macau Property Registry in accordance with applicable law following renewal; and

(f) the provisional registration of a mortgage over the Site in favor of the Vendor in accordance with article 41 of the Macau Real Estate Registry Code and the payment by the Purchaser of the applicable registration fees.

As at the Latest Practicable Date, only condition precedent (d) has been fulfilled.

—12— LETTER FROM THE BOARD

The board of directors of STDM has informed the Company that it intends to request the chairman of its general meeting to schedule an extraordinary general meeting for 26 May 2009.

In the event any of the above conditions is not fulfilled (or waived by the Vendor in the case of conditions precedent (d) and (f)), on or before 31 December 2009 (or 30 June 2009 or such other date as the Vendor may determine in case of condition precedent (c) above), any party to the SPA has the right to terminate the SPA by serving a written notice on the other parties, whereupon:

(a) the SPA will lapse (save for certain specified clauses) and will not proceed to completion; and

(b) the Vendor shall repay to the Purchaser the Deposit within seven days following the service of the notice of termination.

Completion

Completion of the SPA will take place on the third Business Day following the day on which the above conditions are fulfilled (or waived by the Vendor in the case of conditions precedent (d) and (f)), or on such other date as may be agreed between the Vendor and the Purchaser.

Upon completion of the SPA, the Group will cease to have any equity interest in Skamby and R14A.59(16) EHIL. Accordingly, Skamby and EHIL will cease to be the Company’s subsidiary and associate respectively and STDM will effectively own 100% equity interest in EHIL.

The existing shareholders’ agreement in respect of EHIL will be terminated with immediate effect upon completion of the SPA.

On the Completion Date, the Hotel will be re-branded by STDM.

Condition Subsequent

As stated below, the Purchaser’s obligation to pay the Post-Disposal Appreciation will be secured by the Mortgage in favor of the Vendor over all of EHIL’s right, title and interest in and to the Site. In the event the Mortgage Documents are not registered or accepted for registration by the Macau Property Registry within 30 days after the Completion Date, the Purchaser and EHIL shall on demand take all action required by the Vendor to unwind the transactions under the SPA, including the Purchaser and EHIL re-transferring to the Vendor the Sale Loan and the Sale Share and the Vendor repaying to the Purchaser all Consideration received.

—13— LETTER FROM THE BOARD

Post-Disposal Appreciation Value of the Site

Subsequent to completion of the SPA, if any of the following events or circumstances occurs (unless reversed under the SPA):-

(a) any application made to or approval obtained from any department or division of the Government of Macau to redevelop or materially improve the Site or any part thereof (the “Redevelopment Application”);

(b) there appears in the Macau Official Gazette an approval dispatch regarding the Redevelopment Application;

(c) ownership or control of any interest in either the Site or EHIL is sold, transferred or otherwise disposed to a party other than STDM or its affiliates;

(d) any major structural changes or addition(s) are made to the building on the Site; or

(e) there is a breach of any of the obligations, covenants, undertaking or warranties of EHIL under the Mortgage Documents, then the Purchaser shall pay to the Vendor the Post-Disposal Appreciation, being 50% of the amount by which the Market Value of the Site exceeds the Agreed Value. The Market Value will be determined by a written valuation of the Site issued by an independent valuer engaged by the Vendor, STDM or MOHCL.

The Purchaser’s obligation to pay the Post-Disposal Appreciation will be secured in favor of the Vendor by the Mortgage over all of EHIL’s right, title and interest in and to the Site.

Below is a summary of the key financial data of Skamby at its entity level for the two years ended 31 December 2008 prepared in accordance with the generally accepted accounting principles in Hong Kong:

For the year ended For the year ended 31 December 2008 31 December 2007 (audited) (audited) HK$ million HK$ million

Profits before taxation 53.3 31.5 Profits after taxation 53.3 31.5 NAV — 0.7

—14— LETTER FROM THE BOARD

Below is a summary of the key financial data of EHIL for the two years ended 31 December 2008 prepared in accordance with the generally accepted accounting principles in Macau:

For the year ended For the year ended 31 December 2008 31 December 2007 (unaudited) (audited) MOP million MOP million

Profits before taxation 40.9 84.6 Profits after taxation 40.9 82.0 NAV 83.7 152.8

3. THE PROPOSED SHARE REPURCHASE

On 21 January 2009, STDM and Bluebell (an indirect wholly-owned subsidiary of STDM) R14A.59(2)(f) executed a Deed of Undertaking in favor of the Company conditionally undertaking to execute the Repurchase Contract (in agreed form) relating to an off-market share repurchase by the Company of 263,667,107 Shares in aggregate held by STDM and Bluebell. These Shares represent approximately R14A.59(2)(b) 11.68% of the Company’s issued share capital as at the Latest Practicable Date. The aggregate R14A.59(14) acquisition cost of the Repurchase Shares to STDM and Bluebell was approximately HK$515.1 million. A form of the Repurchase Contract is set out in Appendix V to this circular.

The Company is a company incorporated in Hong Kong. Under Section 49E of the Companies Ordinance, a listed company may not enter into a contingent purchase agreement relating to its shares prior to obtaining a required special resolution of its shareholders. Although the form of the draft Repurchase Contract has been negotiated and agreed between STDM, Bluebell and the Company, the Company may not execute the Repurchase Contract unless and until it has obtained approval by at least three-fourths of the votes cast on a poll by the Independent Shareholders present in person or by proxies at the EGM. It is the Company’s intention to execute the Repurchase Contract if and after such resolution is passed.

The Deed of Undertaking

Date: 21 January 2009 R14A.59(2)(a)

Parties: STDM and Bluebell (an indirect wholly-owned subsidiary of R14A.59(2)(d) STDM)

Lapse: Upon termination or lapse of the SPA

—15— LETTER FROM THE BOARD

Terms of Undertaking: Apart from non-disposal undertakings during the subsistence of the Deed of Undertaking, STDM and Bluebell undertake to execute the Repurchase Contract within 1 day after satisfaction of the following conditions:

(a) the holding of the EGM and the passing of requisite special resolution by at least three-fourths of the votes cast on a poll by the Independent Shareholders present in person or by proxy at the EGM approving the execution by the Company of the Repurchase Contract and the transactions contemplated thereunder;

(b) the passing of requisite resolutions in the EGM by Independent Shareholders approving the execution by the Company of the SPA and the transactions contemplated thereunder;

(c) the shareholders of STDM passing at an extraordinary general meeting of STDM of ordinary resolution(s) approving the Repurchase Contract and the transactions contemplated thereunder;

(d) the shareholders of STDM passing at an extraordinary general meeting of STDM of ordinary resolution(s) approving the SPA and the transactions contemplated thereunder; and

(e) the Executive approving the Share Repurchase pursuant to the Repurchase Code (and such approval not having been withdrawn) and the condition(s) of such approval, if any, having been satisfied.

The board of directors of STDM has informed the Company that it intends to request the chairman of its general meeting to schedule an extraordinary general meeting for 26 May 2009.

The Repurchase Contract

Parties: the Company (as purchaser); and STDM and Bluebell (as sellers)

SCH III-8 Number of Shares to be 263,667,107 Shares SCH III-9 repurchased:

—16— LETTER FROM THE BOARD

SCH III-11 Consideration: HK$580,067,635.40, equivalent to HK$2.20 per Share. The R14A.59(2)(c) Repurchase Price was determined following commercial and arms’ length negotiations between the parties taking into account the price movements of the Shares over a period of time and prevailing market conditions. As agreed between the parties, the Repurchase Price is equal to the average closing price of approximately HK$2.20 per Share as quoted on the Stock Exchange for the 30 consecutive Trading Days up to and including 20 January 2009. The Repurchase Shares will be repurchased by the Company free from all claims and encumbrances of any kind.

The Repurchase Price represents:

(a) a discount of approximately 23.1% to the closing price of HK$2.86 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

(b) a premium of approximately 2.3% to the closing price of HK$2.15 per Share as quoted on the Stock Exchange on the Last Trading Day;

(c) a discount of approximately 9.5% to the average closing price of approximately HK$2.43 per Share for the last ten trading days up to and including the Last Trading Day;

(d) at par to the average closing price of approximately HK$2.20 per Share for the last 30 trading days up to and including the Last Trading Day; and

(e) a discount of approximately 57.7% to the net asset value per Share of approximately HK$5.2 as at 31 December 2008 (based on the audited net assets attributable to Shareholders of approximately HK$11,816.2 million as at 31 December 2008 and 2,256,941,300 Shares in issue as at that date).

In the event of occurrence of force majeure events which prevent, hinder or restrict continued performance of the Repurchase Contract by either party (not due to the fault of any party thereto) either before the Repurchase Completion or the Deferred Transfer (as defined below), the parties shall consult each other as regards termination of the Repurchase Contract or unwind the transaction thereunder (as the case may be).

SCH III-12 Conditions

The Repurchase Completion is conditional upon (i) all conditions precedent under the SPA having been fulfilled (or duly waived) and the completion of the SPA taking place simultaneously; and (ii) the Company having sufficient distributable profits to effect the Share Repurchase as required by Section 49B and other relevant provisions of the Companies Ordinance.

SCH III-12 Completion and set off R14A.59(2)(c) SCH III-14 SCH III-15 The Repurchase Completion is subject to, among other things, the simultaneous completion of the SPA. In those circumstances, the parties to the Repurchase Contract agree that the Company’s obligation to pay the consideration under the Repurchase Contract shall be set off against the obligation to pay such part (being equivalent to the amount of the consideration payable under the Repurchase Contract) of the Consideration owed by the Purchaser to the Vendor under the SPA.

—17— LETTER FROM THE BOARD

Upon Repurchase Completion (which takes place at the same time as the completion of the SPA), although the consideration payable under the Repurchase Contract has been paid and settled by way of set-off aforesaid, the actual transfer and cancellation of the Repurchase Shares will be deferred (the “Deferred Transfer”) to the date when the Mortgage Documents are registered or accepted for registration by the Macau Property Registry Office (which must be done within 30 days following the Repurchase Completion) (the “Deferred Transfer Date”).

The reason for the Deferred Transfer is to avoid the cancellation of Repurchase Shares and the subsequent re-issue of Shares in case the Mortgage Documents cannot be registered within the 30-day time limit. The Deferred Transfer of the Repurchase Shares affords a more flexible way to facilitate the possible unwinding of the transaction under the Repurchase Contract. STDM and Bluebell have indicated that, unless the transaction is (in the unlikely event) being unwound due to non-registration of the Mortgage Documents within the 30-day time limit, they will not exercise the voting rights attached to the Repurchase Shares commencing from the date of the Repurchase Completion.

In case unwinding of the transaction under the Repurchase Contract is required, such unwinding will be done simultaneously with the unwinding of the transactions under the SPA.

Share Charge

As security for the obligations of STDM and Bluebell to ensure the Deferred Transfer of the Repurchase Shares on the Deferred Transfer Date, each of STDM and Bluebell will execute a share charge (the Share Charge) over the Repurchase Shares in favor of the Company on the date of the Repurchase Completion.

SCH III-10 STDM and Bluebell are entitled to receive all distributions and dividends in respect of the Repurchase Shares declared and paid prior to the date of the Repurchase Completion. All distributions and dividends declared prior to Repurchase Completion but paid after the Repurchase Completion, and all distributions and dividends declared and/or paid after the Repurchase Completion, shall belong to STDM and Bluebell only in the event the transaction under the Share Repurchase is unwound.

Effect of the Share Repurchase on the shareholding structure of the Company R2.17(3)

As at the Latest Practicable Date, STDM and Bluebell held an aggregate of 263,667,107 Shares, representing approximately 11.68% of the existing issued share capital of the Company.

As at the Latest Practicable Date, the Dr. Ho Concert Party Group (including STDM and Bluebell) held an aggregate of 1,255,159,835 Shares, representing approximately 55.62% of the existing issued share capital of the Company.

Upon the Deferred Transfer of the Repurchase Shares on the Deferred Transfer Date, the Repurchase Shares will be cancelled and STDM and Bluebell will no longer be directly or indirectly interested in any Shares. The percentage interest of all other Shareholders in the issued share capital of the Company will be proportionately increased following cancellation of the Repurchase Shares and the resulting reduction in the number of issued Shares.

—18— LETTER FROM THE BOARD

The number of Shares in issue will be reduced from 2,256,941,300 Shares to 1,993,274,193 Shares immediately after the cancellation of the Repurchase Shares. The total number of Shares held by the Dr. Ho Concert Party Group will be reduced to 991,492,728 Shares, representing approximately 49.74% interest in the Company, assuming no other changes in the number of Shares held by the Dr. Ho Concert Party Group and the number of Shares in issue.

The following table illustrates the shareholding structure of the Company as at the Latest Practicable Date and immediately upon completion of the Deferred Transfer:

SCH III-7 Immediately upon completion of the Deferred Transfer (assuming no As at the other changes to the Shareholders Latest Practicable Date relevant shareholdings) Note No. of shares Approx. % No. of shares Approx. %

Dr. Ho Concert Party Group: Dr. Stanley Ho (i) 289,957,750 12.85% 289,957,750 14.55% STDM and Bluebell (ii) 263,667,107 11.68% — 0.00% STS and its subsidiaries (iii) 308,057,215 13.65% 308,057,215 15.45% Mrs. Louise Mok 342,627 0.02% 342,627 0.02% Ms. Pansy Ho (iv) 227,519,265 10.08% 227,519,265 11.41% Ms. Daisy Ho (v) 139,918,518 6.20% 139,918,518 7.02% Ms. Maisy Ho (vi) 25,697,353 1.14% 25,697,353 1.29%

Sub-total 1,255,159,835 55.62% 991,492,728 49.74%

Public shareholders 1,001,781,465 44.38% 1,001,781,465 50.26%

Total 2,256,941,300 100.00% 1,993,274,193 100.00%

Notes:

(i) The Shares held by Dr. Stanley Ho include 11,446,536 Shares held by Sharikat Investments Limited, 24,838,987 Shares held by Dareset Limited and 2,736,067 Shares held by Lanceford Company Limited, all are wholly-owned by Dr. Stanley Ho.

(ii) STDM is a company controlled (within the meaning attributed to it under the Takeovers Code) by Dr. Stanley Ho.

(iii) STS is a company controlled (within the meaning attributed to it under the Takeovers Code) by Dr. Stanley Ho.

(iv) The Shares held by Ms. Pansy Ho include 97,820,707 Shares held by Beeston Profits Limited and 94,110,954 Shares held by Classic Time Developments Limited, both are wholly-owned by Ms. Pansy Ho.

(v) The Shares held by Ms. Daisy Ho include 97,820,707 Shares held by St. Lukes Investments Limited, which is wholly-owned by Ms. Daisy Ho.

(vi) The Shares held by Ms. Maisy Ho include 23,066,918 Shares held by LionKing Offshore Limited, which is wholly-owned by Ms. Maisy Ho.

—19— LETTER FROM THE BOARD

SCH III-3 Public Float

The Company intends to maintain its listing on the Stock Exchange and to continue to meet the public float requirements under Rule 8.08 of the Listing Rules.

Financial Effects of the proposed Share Repurchase on the Group R14A.58(2)

SCH III-20 (a) Net asset value per Share

Assuming that the proposed Share Repurchase had taken place on 31 December 2008, the Group’s net asset value per Share as at that date would have increased from approximately HK$5.24 to approximately HK$5.63.

(b) Earnings per Share

Assuming that the proposed Share Repurchase had taken place on 1 January 2008, the Group’s earnings per Share for the year ended 31 December 2008 would have decreased from approximately HK4.4 cents to approximately HK4.3 cents.

Assuming that the proposed Share Repurchase had taken place and been paid in full on 31 December 2008, the Group’s gearing (expressed as a ratio of net borrowings to equity attributable to equity holders of the Company) as at that date would have increased from approximately 38.1% to approximately 45.3%.

(d) Working capital

Assuming that the proposed Share Repurchase had taken place and been paid in full on 31 December 2008, the Group’s working capital as at that date would have dropped by approximately HK$587.0 million from approximately HK$11,249.6 million to approximately HK$10,662.6 million.

As mentioned in the paragraph headed “Completion and Set Off” in this letter from the Board, the Repurchase Completion is conditional upon, among other things, the completion of the SPA taking place simultaneously and in which case the consideration payable by the Company for the proposed Share Repurchase will be set off against such part (being equivalent to the amount of the consideration payable under the Repurchase Contract) of the Consideration. Assuming that both the Disposal and the proposed Share Repurchase had been completed on 31 December 2008, the net asset value per Share as at that date would have increased from approximately HK$5.24 to approximately HK$5.98; the gearing ratio as at that date would have reduced from approximately 38.1% to approximately 36.4%; and the working capital as at that date would have increased from approximately HK$11,249.6 million to approximately HK$11,399.6 million. The earnings per Share for the year ended 31 December 2008 would have increased from approximately HK4.4 cents to approximately HK36.2 cents, assuming both the Disposal and the proposed Share Repurchase had been completed on 1 January 2008.

—20— LETTER FROM THE BOARD

For details of the above financial effects, please refer to section VI headed “Statement of Unaudited Pro Forma Financial Effects of the Disposal and/or the Proposed Share Repurchase” of Appendix I to this circular.

R14A.58(1) SCH III-8 4. REASONS FOR THE DISPOSAL AND THE SHARE REPURCHASE R14A.59(13)

The Disposal enables the Group to realise the value of its interest in the Site at a substantial profit. Subject to verification by the Company’s auditor, and following adjustment of the Consideration with reference to the Completion Net Assets of Skamby and the Completion Net Assets of EHIL on the Completion Date, it is estimated the Group will recognise a profit of approximately HK$699.4 million from the Disposal (before deducting the related expenses of approximately HK$3.0 million), being the amount by which the Consideration (before adjustments) exceeds the carrying value of the Group’s interest in Skamby (including its 50% interest in EHIL) of HK$40.6 million as at 31 December 2008. The amount of actual gain on the Disposal will be finally determined following the issuance of the Skamby Completion Account and the EHIL Completion Account.

The proceeds from the Disposal are expected to enhance the Group’s liquidity and financial position. The Company intends to use the net proceeds for general working capital and to fund potential business opportunities available to the Group in future and, if the Share Repurchase is effected, to fund the Share Repurchase by way of set off.

The Company has been striving to maximize the total return on the Shareholders’ investment in the Company. To enhance the earnings per Share and NAV per Share, the Company has been repurchasing Shares through the open market from time to time. Since the Company’s annual general meeting on 19 June 2008 and up to the Latest Practicable Date, the Company has repurchased and cancelled approximately 104.6 million Shares through on-market share repurchase at an average repurchase price of approximately HK$3.0 per Share, representing approximately 4.6% of the then issued share capital of the Company. In view of the relatively low trading liquidity of the Shares, it is difficult for the Company to conduct an on-market repurchase of a significant block of its issued share capital.

The Disposal and the proposed Share Repurchase, subject to obtaining the requisite shareholders’ approval, present an excellent opportunity for the Company to enhance its earnings per Share and NAV per Share with a view to maximising the total return on the Shareholders’ investment in the Company.

5. INFORMATION ON THE COMPANY, SKAMBY, EHIL, THE SITE, STDM, THE PURCHASER AND BLUEBELL

The Company is an investment holding company and its subsidiaries are engaged in a number of business activities including transportation, hospitality, property development and investment.

Skamby, an indirect wholly-owned subsidiary of the Company, is an investment holding company incorporated in Hong Kong. As at the Latest Practicable Date, Skamby had no business operations other than its holding of 50% interests in EHIL.

—21— LETTER FROM THE BOARD

EHIL is a company incorporated in Macau and owned as to 50% by each of Skamby and MOHCL R14A.59(2)(b) as at the Latest Practicable Date. The principal asset of EHIL is the Site.

The Site is located at 956-1110, Avenida da Amizade, Macau. The Hotel comprises a 416-room five-star hotel operated under the name “Mandarin Oriental Macau”, together with ancillary facilities such as restaurants, a sport and recreation complex, commercial shops and a casino.

STDM, a company incorporated in Macau, has diverse business interests predominantly based in R14A.59(2)(a) Macau, including entertainment, leisure, sports, tourism and realty. STDM owns an approximately 60% equity interest in Sociedade de Jogos de Macau, S.A., one of the gaming concessionaires which has been granted a concession by the Macau government to operate casinos in Macau.

The Purchaser is an investment holding company incorporated in the British Virgin Islands and a wholly-owned subsidiary of STDM.

Bluebell is an investment holding company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of STDM.

6. IMPLICATIONS UNDER THE LISTING RULES AND THE REPURCHASE CODE

The Purchaser is a wholly-owned subsidiary of STDM, a substantial Shareholder, and is therefore R14A.59(2)(e) a connected person of the Company under the Listing Rules. Accordingly, pursuant to Rule 14A.13(1)(a) of the Listing Rules, the Disposal also constitutes a connected transaction of the Company which is subject to approval by Independent Shareholders by poll at the EGM.

Since STDM is a connected person of the Company under the Listing Rules, the Share Repurchase, when effected, will constitute a connected transaction of the Company. Pursuant to Rule 2 of the Repurchase Code, the Share Repurchase will also constitute an off-market share repurchase and must be approved by the Executive. Such approval, if given, is conditional upon approval by at least three-fourths of the votes cast on a poll by disinterested shareholders of the Company in attendance in person or by proxy at a general meeting. An application has been made to the Executive for approval of the Share Repurchase.

As required by the Repurchase Code, members of the Dr. Ho Concert Party Group and all R14A.59(5) Directors, save and except for the three independent non-executive Directors, shall abstain from voting in respect of the Repurchase Contract and the transactions contemplated thereunder at the EGM.

As required by Chapter 14A of the Listing Rules, members of the Dr. Ho Concert Party Group, R2.17(1) R14A.59(5) all Directors, save and except for the three independent non-executive Directors, and any Shareholders who are involved in or interested in the Disposal and the proposed Share Repurchase shall abstain from voting in respect of the SPA and the Repurchase Contract and the transactions contemplated thereunder at the EGM.

—22— LETTER FROM THE BOARD

Since the completion of the SPA and the execution and completion of the Repurchase Contract are subject to the satisfaction of certain conditions set out in the paragraphs headed “Conditions Precedent” and “Condition Subsequent” in respect of the Disposal and “Conditions” in respect of the Share Repurchase in this letter from the Board, the Disposal and the proposed Share Repurchase may or may not proceed or may be unwound. The Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the Shares.

7. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising Sir Roger Lobo, Mr. Norman Ho and Mr. Charles Ho, the three independent non-executive Directors, has been established by the Company to make recommendations to the Independent Shareholders on the Disposal and the proposed Share Repurchase. Dato’ Dr. Cheng Yu Tung and Mrs. Louise Mok, the two non-executive Directors, have not been made members of the Independent Board Committee as both of them have beneficial interests in STDM and Mrs. Louise Mok is also a director of STDM.

Platinum Securities has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Disposal and the proposed Share Repurchase. Its appointment has been approved by the Independent Board Committee.

8. EGM

The EGM will be convened for the purpose of considering and if thought fit, passing (i) the ordinary resolution to approve the Disposal; and (ii) the special resolution to approve the Share Repurchase.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote taken at EGM must be taken by poll. As such, the chairman of the EGM will, by virtue of Article 56(a) of the Articles of Association of the Company, demand that voting on the resolutions at the EGM be conducted by way of a poll.

—23— LETTER FROM THE BOARD

A form of proxy for voting at the EGM or any adjourned meeting is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy and return it as soon as possible to the registered office of the Company at Penthouse, 39th Floor, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong in accordance with the instructions printed thereon and in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

9. RECOMMENDATIONS

The Directors are of the view that both the Disposal and the Share Repurchase are: (i) on normal commercial terms; (ii) on terms that are fair and reasonable; and (iii) in the interests of the Company and its Shareholders as a whole. Therefore the Directors recommend the Independent Shareholders to vote in favor of the resolutions to be proposed at the EGM for approving the Disposal and the Share Repurchase.

The text of the letter from the Independent Board Committee containing its recommendations to Independent Shareholders is set out on page 25 of this circular and the text of the letter from Platinum Securities is set out on pages 26 to 44 of this circular.

10. ADDITIONAL INFORMATION

A form of the Repurchase Contract, which is annexed to the Deed of Undertaking, is set out in Appendix V to this circular and will be available for inspection at the EGM and the registered address of the Company from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:30 p.m. on any Monday to Friday, except public holidays, from the date of this circular up to and including the date of the EGM.

Your attention is drawn to the letter from the Independent Board Committee, the letter from Platinum Securities and the terms of the Share Repurchase contained in the form of Repurchase Contract set out in Appendix V as well as other information contained in the appendices to this circular before considering whether to vote in favor of or against the resolutions to be proposed at the EGM for approving the Disposal and the Share Repurchase as set out in the notice of the EGM contained in this circular.

Yours faithfully, For and on behalf of the Board Shun Tak Holdings Limited Dr. Stanley Ho Group Executive Chairman

—24— LETTER FROM THE INDEPENDENT BOARD COMMITTEE

R14A.58(3)(c) R14A.59(7)

SHUN TAK HOLDINGS LIMITED 信德集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 242) Website: http://www.shuntakgroup.com

24 April 2009

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF SKAMBY LIMITED AND PROPOSED OFF-MARKET SHARE REPURCHASE

We refer to the circular dated 24 April 2009 of the Company (the “Circular”), of which this letter forms part. Terms defined in the Circular bear the same meanings herein unless the context otherwise requires.

We have been appointed to form the Independent Board Committee to consider the terms and conditions of the Disposal and the proposed Share Repurchase and to advise the Independent Shareholders thereon. Platinum Securities has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Disposal and the proposed Share Repurchase.

We wish to draw your attention to the letter from the Board, as set out on pages 7 to 24 of the Circular which contains details of the Disposal and the proposed Share Repurchase and the letter from Platinum Securities as set out on pages 26 to 44 which contains its advice and recommendation in respect of the Disposal and the proposed Share Repurchase to the Independent Board Committee.

Having taken into account the advice and recommendations of Platinum Securities, we consider that the Disposal and the proposed Share Repurchase are (i) on normal commercial terms; (ii) on terms that are fair and reasonable; and (iii) in the interests of the Company and the Shareholders as a whole.

We therefore recommend the Independent Shareholders to vote in favor of the resolutions proposed at the EGM respectively to approve the Disposal and the proposed Share Repurchase.

Yours faithfully, For and on behalf of the Independent Board Committee of Shun Tak Holdings Limited Sir Roger Lobo, Mr. Norman Ho and Mr. Charles Ho Independent non-executive Directors

—25— LETTER FROM PLATINUM SECURITIES

The following is the text of the letter of advice from the independent financial adviser to the R14A.58(3)(d) R14A.59(8) Independent Board Committee for the purpose of incorporation into this Circular.

24 April 2009

To the Independent Board Committee

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF SKAMBY LIMITED AND PROPOSED OFF-MARKET SHARE REPURCHASE

INTRODUCTION

We refer to the Announcement. On 24 April 2009, the Company dispatched a circular (the “Circular”) to the Independent Shareholders. Details of the Disposal and the Share Repurchase (the “Transactions”) are contained in the letter from the Board in the Circular. You should read the Circular including the letter from the Board carefully.

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee in respect of the terms and conditions of the Transactions. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

In our capacity as the independent financial adviser, our role is to advise the Independent Board Committee as to whether the Transactions are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole and to advise the Independent Board Committee on whether the Independent Shareholders should vote in favor of the Transactions at the EGM.

We are independent from, and are not connected with the Company, any other party to the Transactions, any associates or connected person(s) of the Company or any other party to the Transactions, or parties acting in concert with any of them, save for the fact that as at the Latest Practicable Date, Mr. Liu Chee Ming (“Mr. Liu”), Managing Director of Platinum Securities, held in aggregate approximately 0.00075% of the total issued share capital of the Company. Given that the shareholding is de minimis and the Shares held by Mr. Liu are not in any way related to the Transactions, we are considered eligible to give independent advice on the Transactions.

—26— LETTER FROM PLATINUM SECURITIES

We will receive a fee from the Company for our role as the independent financial adviser in relation to the Transactions. Apart from this normal professional fee payable to us in connection with this appointment, no arrangements exist whereby we will receive any fees or benefits from the Company, any other party to the Transactions, any associates or connected person(s) of the Company or any other party to the Transactions, or parties acting in concert with any of them.

In formulating our opinion, we have relied on the information and facts supplied to us by the Company. We have reviewed, among other things: (i) the SPA; (ii) the Deed of Undertaking and the Repurchase Contract; (iii) the annual report of the Group for the financial year ended 31 December 2008 (the “2008 Annual Report”); (iv) the valuation report (the “Valuation Report”) of the Site dated 24 April 2009 prepared by Knight Frank Petty Limited (the “Valuer”) as set out in Appendix II to the Circular; and (v) the valuation report of the Group’s properties other than the Site dated 24 April 2009 prepared by Savills Valuation and Professional Services Limited as set out in Appendix IIIA to the Circular.

We have assumed that all information, facts, opinions and representations contained in the Circular are true, complete and accurate in all material respects and we have relied on the same. The Directors have confirmed that they take full responsibility for the contents of the Circular, and have made all reasonable inquiries that no material facts have been omitted from the information supplied to us.

We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy or completeness of the information of all facts as set out in the Circular and of the information and representations provided to us by the Company. Furthermore, we have no reason to suspect the reasonableness of the opinions and representations expressed by the Company and/or the Directors which have been provided to us. In line with normal practice, we have not, however, conducted a verification process of the information supplied to us, nor have we conducted any independent in-depth investigation into the business and affairs of the Company. We consider that we have reviewed sufficient information to enable us to reach an informed view and to provide a reasonable basis for our opinion regarding the Transactions.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely, Sir Roger Lobo, Mr. Norman Ho and Mr. Charles Ho, has been established to advise the Independent Shareholders in relation to the Transactions. The Independent Board Committee has approved our appointment by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Transactions.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in relation to the Transactions and giving our independent financial advice to the Independent Board Committee, we have considered the following principal factors and reasons:

1. Background of the Transactions

On 21 January 2009, the Company announced that the Vendor (an indirect wholly-owned subsidiary of the Company), the Purchaser (a wholly-owned subsidiary of STDM), EHIL, the

—27— LETTER FROM PLATINUM SECURITIES

Company and STDM entered into the SPA, pursuant to which the Vendor conditionally agreed to sell and to assign, and the Purchaser conditionally agreed to purchase, the Sale Share and the Sale Loan for a total cash consideration of HK$740.0 million (subject to adjustment). The Sale Share represents the entire issued share capital of Skamby which owns 50% of the equity interest in EHIL. The principal asset of EHIL is the Site.

The Company further announced that STDM and Bluebell (an indirect wholly-owned subsidiary of STDM) executed a Deed of Undertaking in favor of the Company, conditionally undertaking to enter into the Repurchase Contract (in agreed form) relating to an off-market share repurchase by the Company of 263,667,107 Shares held by STDM and Bluebell, which represent approximately 11.68% of the issued share capital of the Company as at the Latest Practicable Date.

2. Principal terms of the Transactions

A. The SPA

(i) Date

20 January 2009

(ii) Parties

The Purchaser: Current Time Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of STDM

EHIL: Excelsior — Hoteis e Investimentos, Limitada, a company incorporated in Macau which owns the Site, and is owned as to 50% by each of Skamby and MOHCL as at the Latest Practicable Date

The Company: As the Vendor’s guarantor

STDM: As the Purchaser’s guarantor

—28— LETTER FROM PLATINUM SECURITIES

(iii) Assets being disposed of

The Vendor, the Purchaser, EHIL, the Company and STDM entered into the SPA on 20 January 2009, pursuant to which the Vendor conditionally agreed to sell and to assign, and the Purchaser conditionally agreed to purchase, the Sale Share and the Sale Loan respectively for the Consideration to be paid in cash.

The completions of the SPA and the MOHCL SPA are inter-conditional and must occur simultaneously.

(iv) Consideration

(v) Adjustment of the Consideration

The Consideration is subject to:

(a) adjustment with reference to the Completion Net Assets of Skamby and 50% of the Completion Net Assets of EHIL. If:

a. the Completion Net Assets of Skamby is more than HK$20 (being the par value of Skamby’s issued share capital), the Purchaser shall pay an additional amount to the Vendor equivalent to such difference, and vice versa; and

b. 50% of the Completion Net Assets of EHIL is more than HK$740.0 million, the Purchaser shall pay an additional amount to the Vendor equivalent to such difference, and vice versa; and

(b) adjustment in accordance with the Post-Disposal Appreciation.

—29— LETTER FROM PLATINUM SECURITIES

(vi) Payment term of the Consideration

The Consideration is payable as follows:

(a) the Deposit of HK$80.0 million, upon the signing of the SPA;

(b) the Completion Payment on the Completion Date; and

(c) the Final Payment, within 2 Business Days following the adjustment of the Consideration in accordance with the SPA and which is currently expected to be within 2 months from the Completion Date.

(vii) Conditions precedent