IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. s.38(1A) A1A 5 SWIRE PROPERTIES LIMITED A1A 1 太古地產有限公司 (incorporated in Hong Kong with limited liability) LR 8.02 GLOBAL OFFERING Number of Offer Shares under the : 910,000,000 Shares (subject to the A1A 15(1) Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 45,500,000 Shares (subject to adjustment) A1A 15(2)(a) Number of International Offer Shares : 864,500,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$22.90 per Offer Share plus brokerage A1A 15(2)(c) of 1.0%, SFC transaction levy of 0.004% 3rd Sch 9 and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$1.00 per Share A1A 15(2)(c) Stock code : 962 Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Joint Sponsors (in alphabetical order) Joint Lead Managers (in alphabetical order) Financial Adviser to the Company and Swire Pacific: Asia Pacific Advisers Limited Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no LR 10.06(1) (b)(xi) responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever LR 11.20 for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies” in s. 38D Appendix X “Documents Delivered to the Registrar of Companies and Available for Inspection” to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 38D of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be determined by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and the Company on or about Friday, 7th May 2010 and, in any event, not later than Thursday, 13th May 2010. The Offer Price will be not more than HK$22.90 per Offer Share and is currently expected to be not less than HK$20.75 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$22.90 per Offer Share, together with brokerage of 1.0%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is less than HK$22.90 per Offer Share. The Joint Global Coordinators (on behalf of the Underwriters), with the consent of the Company, may reduce the indicative Offer Price range stated in this prospectus and/or reduce the number of Offer Shares being offered pursuant to the Global Offering at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction of the indicative Offer Price range and/or the number of Offer Shares will be published in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Offer Shares” in this prospectus. If, for any reason, the Offer Price is not agreed between the Company and the Joint Global Coordinators (on behalf of the Underwriters) on or before Thursday, 13th May 2010 (Hong Kong time), the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Termination’’ in this prospectus. s. 37 3rd May 2010 EXPECTED TIMETABLE(1) Latest time for lodging PINK Application Forms ...............12:00 noon on Wednesday, 5th May 2010 Latest time for completing electronic applications under White Form eIPO service through the designated (2) website www.eipo.com.hk ......................................................11:30 a.m. on Thursday, 6th May 2010 A1A 15(2)(f) (3) Application lists open ..............................................................11:45 a.m. on Thursday, 6th May 2010 3rd Sch 8 Latest time for lodging WHITE and YELLOW Application Forms .......................................................................12:00 noon on Thursday, 6th May 2010 Latest time for completing payment of WHITE FORM eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ................................... 12:00 noon on Thursday, 6th May 2010 Latest time for giving electronic application instructions to HKSCC(4) ............................................................................... 12:00 noon on Thursday, 6th May 2010 Application lists close(2) ............................................................12:00 noon on Thursday, 6th May 2010 Expected Price Determination Date(5) .....................................................................Friday, 7th May 2010 (1) Announcement of the Offer Price, the level of A1A 15(2)(k) indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese) on or before ......................................................................... Thursday, 13th May 2010 (2) Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels as described in the section headed “How to Apply for the Hong Kong Offer Shares — Publication of Results” in this prospectus .......................... Thursday, 13th May 2010 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Stock Exchange at www.hkexnews.hk(6) and the Company’s website at www.swireproperties.com(7) from ......................................................... Thursday, 13th May 2010 —i— EXPECTED TIMETABLE(1) Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function from ............................................................................ Thursday, 13th May 2010 Despatch of Share certificates in respect of wholly A1A 15(2)(g) or partially successful applications pursuant to the Hong Kong Public Offering and to Qualifying Swire Pacific Shareholders who are entitled to receive Shares under the Swire Pacific Distribution on or before(8)(9) ................... Thursday, 13th May 2010 Despatch of refund cheques and e-Refund payment instructions in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before(9)(10) ...................................Thursday, 13th May 2010 Dealings in the Shares on the Stock Exchange expected A1A 22 to commence on ........................................................................................................Friday, 14th May 2010 Payment to Overseas Swire Pacific Shareholders of the net proceeds of the sale of the Shares which they would otherwise receive pursuant to the Swire Pacific Distribution on or before(11) ............................................ Monday, 24th May 2010 Notes: (1) All dates and times refer to Hong Kong dates and times, unless otherwise stated. (2) You will not be permitted to submit your application to the White Form eIPO Service Provider through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m., you will be