Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

THE WHARF (HOLDINGS) LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 4

Change of Chairman

The Wharf (Holdings) Limited (the "Company") announces that Mr. WOO, Kwong Ching Peter ("Mr. Woo"), Chairman of the Company, has decided not to stand for re-election upon expiry of the present term of directorship at the forthcoming Annual General Meeting ("AGM") of the Company to be held in or about May 2015. Consequently, Mr. Woo will cease to be Chairman and also a Director of the Company on conclusion of the AGM. He has accepted an invitation from the board of directors of the Company (the "Board") to serve as Senior Counsel of the Company upon his retirement from the Board.
The Company wishes to express its appreciation for Mr. Woo's invaluable contributions for his leadership and insight during his many years of service. Mr. Woo has confirmed that he has no disagreement with the Board and there is no matter which needs to be brought to the attention of the shareholders of the Company in respect of his not seeking for re-election .
On the recommendation of Mr. Woo, Mr. Stephen Tin Hoi Ng ("Mr. Ng"), currently Deputy Chairman and Managing Director of the Company, will succeed Mr. Woo as Chairman of the Company for a term of 3 years immediately following the expiry of directorship of Mr. Woo. Mr. Ng will continue to be Managing Director of the Company.
Mr Ng joined the Company in 1981. He has been Managing Director of the Company since
1989 and became Deputy Chairman in 1994. Among other listed companies in Hong Kong and Singapore, he is deputy chairman of Wheelock and Company Limited, holding company of the Company, chairman of Harbour Centre Development Limited, i-CABLE Communications Limited, Joyce Boutique Holdings Limited and Wheelock Properties (Singapore) Limited, as well as a non-executive director of Greentown China Holdings Limited and Hotel Properties Limited.
Mr. Ng was born in Hong Kong in 1952 and grew up in Hong Kong. He attended Ripon
College in Ripon, Wisconsin, U.S.A. and the University of Bonn, Germany, from 1971 to

The Wharf (Holdings) Limited - Announcement

(16 February 2015)

1975, and graduated with a major in mathematics. He is deputy chairman of Hong Kong General Chamber of Commerce and a council member of the Employers' Federation of Hong Kong.
As at the date of this announcement, Mr. Ng has interests (within the meaning of Part XV of the Securities and Futures Ordinance) in 804,445 shares of the Company and share options to subscribe for 3,500,000 new shares of the Company. Save as disclosed above, Mr. Ng does not hold any directorship in any other listed public company and does not have any relationship with any directors, senior management or any substantial or controlling shareholders of the Company. Mr. Ng will receive from the Company a chairman's fee at the rate from time to time approved by shareholders of the Company, such rate presently being HK$200,000 per annum as approved by the shareholders in 2013. Under the existing service contract between Mr. Ng and the Company together with its subsidiaries, the total amount of his emolument, inclusive of basic salary and various allowances etc., is about HK$6.65 million per annum. In addition, a discretionary bonus is normally payable to Mr. Ng with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Ng is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities. In relation to the appointment of Mr. Ng, there is no information which is discloseable pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter requiring to be brought to the attention of the shareholders of the Company.
As at the date of this announcement, the Board comprises Mr. Peter K. C. Woo, Mr. Stephen T. H. Ng, Mr. Andrew O. K. Chow, Ms. Doreen Y. F. Lee, Mr. Paul Y. C. Tsui and Ms. Y. T. Leng, together with seven Independent Non-executive Directors, namely, Mr. Alexander S. K. Au, Professor Edward K. Y. Chen, Dr. Raymond K. F. Ch'ien, Hon. Vincent K. Fang, Mr. Hans Michael Jebsen, Mr. Wyman Li, Mr. David Muir Turnbull and Professor E. K. Yeoh.
Hong Kong, 16 February 2015

The Wharf (Holdings) Limited - Announcement

(16 February 2015)

For THE WHARF (HOLDINGS) LIMITED Kevin C. Y. Hui
Company Secretary

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