Wharf : Circular (Re-election of Directors /Revision of Fees Payable to Directors / General Mandates for Repurchase and Issue of Shares / Notice of Annual General Meeting)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 4)

Directors:

Hon. Peter K. C. Woo, GBM, GBS, JP (Chairman)
Mr. Stephen T. H. Ng (Deputy Chairman & Managing Director)
Mr. Andrew O. K. Chow (Vice Chairman) Ms. Doreen Y. F. Lee (Executive Director) Mr. Paul Y. C. Tsui (Executive Director &

Group Chief Financial Officer)

Ms. Y. T. Leng

Independent Non-executive Directors:

Mr. Alexander S. K. Au, OBE
Professor Edward K. Y. Chen, GBS, CBE, JP
Dr. Raymond K. F. Ch'ien, GBS, CBE, JP
Hon. Vincent K. Fang, SBS, JP Mr. Hans Michael Jebsen, BBS Mr. Wyman Li
Mr. David M. Turnbull
Professor Eng Kiong Yeoh, GBS, OBE, JP

Registered Office:

16th Floor, Ocean Centre,
Harbour City, Canton Road, Kowloon,
Hong Kong
14 April 2015

To the Shareholders

Dear Sir or Madam,

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The Wharf (Holdings) Limited

(1) The purpose of this Circular is to provide you with the information in connection with the resolutions to be proposed at the forthcoming annual general meeting of The Wharf (Holdings) Limited (the "Company"; together with its subsidiaries, the "Group") to be held on 15 May 2015 (the "AGM") to, inter alia: (i) re-elect retiring directors of the Company; (ii) revise the rates of fees payable to the directors of the Company ("Directors"); and (iii) grant general mandates to repurchase shares and to issue new shares of the Company.
(2) Six Directors of the Company are due to retire from the Board of Directors (the "Board") at the AGM. Mr. Peter K. C. Woo has decided not to stand for re-election. The other five directors, namely Mr. Stephen T. H. Ng, Mr. Andrew O. K. Chow, Ms. Doreen Y. F. Lee, Mr. Paul Y. C. Tsui and Professor Eng Kiong Yeoh (the "Five Retiring Directors") are proposed to be re-elected at the AGM. The Five Retiring Directors, after their re-election at the AGM, will not have any fixed term of service with the Company but are subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. So far as the Directors are aware, save as disclosed below, as at 8 April 2015 (being the latest practicable date for determining the relevant information in this Circular) (the "Latest Practicable Date"), (i) none of the Five Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the "SFO")) in the securities of the Company; (ii) none of the Five Retiring Directors held, or in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; (iii) none of the Five Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Five Retiring Directors, there is no information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), and there is no other matter which needs to be brought to the attention of the shareholders of the Company (the "Shareholders").
Set out below is relevant information relating to the Five Retiring Directors proposed to be re-elected at the AGM:

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
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 stated in the Company's announcement dated 16 February 2015, Mr. Ng will succeed Mr. Peter K. C. Woo as new Chairman of the Company for a term of 3 years immediately following the expiry of directorship of Mr. Woo upon conclusion of the AGM and Mr. Ng will continue to be Managing Director of the Company.

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As at the Latest Practicable Date, Mr. Ng had interests (within the meaning of Part XV of the SFO) in 804,445 shares of the Company and share options to subscribe for 3,500,000 new shares of the Company. Mr. Ng will receive from the Company a chairman's fee at such rate as approved by Shareholders from time to time, and as stated in paragraph (3) on page 5 of this Circular. Under the existing service contract between the Group and Mr. Ng, 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.

Mr. Chow has extensive experience in the finance and property sectors in Hong Kong and Mainland China, and formerly held senior executive positions in Tian An China Investment Limited and Next Media Limited. He is a graduate of The University of Hong Kong where he obtained his bachelor's degree in Social Science. He has been appointed as a non-executive director and vice chairman of Greentown with effect from 27 March 2015, and is also an independent non-executive director of Hong Kong Economic Times Holdings Limited, publicly listed in Hong Kong.
As stated in the Company's announcement dated 2 March 2015, Mr. Chow will be appointed as
Deputy Chairman of the Company upon conclusion of the AGM.
As at the Latest Practicable Date, Mr. Chow had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 3,500,000 new shares of the Company. Mr. Chow receives from the Company a Director's fee at such rate as approved by Shareholders from time to time, and as stated in paragraph (3) on page 5 of this Circular. Under the existing service contract between the Group and Mr. Chow, the total amount of his emolument, inclusive of basic salary and various allowances etc., is about HK$5.06 million per annum. In addition, a discretionary bonus is normally payable to Mr. Chow with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Chow 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.

Ms. Lee was formerly a director of Harbour Centre Development Limited (a publicly listed subsidiary of the Company) from July 2010 to July 2012. She is a graduate of The University of Hong Kong where she obtained her bachelor's degree in Arts (Hon). She is also a director of Joyce Boutique Holdings Limited, publicly listed in Hong Kong.
As stated in the Company's announcement dated 2 March 2015, Ms. Lee will be appointed as
Vice Chairman of the Company upon conclusion of the AGM.
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The Wharf (Holdings) Limited

As at the Latest Practicable Date, Ms. Lee had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 3,320,000 new shares of the Company. Ms. Lee receives from the Company a Director's fee at such rate as approved by Shareholders from time to time, and as stated in paragraph (3) on page 5 of this Circular. Under the existing service contract between the Group and Ms. Lee, the total amount of her emolument, inclusive of basic salary and various allowances etc., is about HK$5.3 million per annum. In addition, a discretionary bonus is normally payable to Ms. Lee with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Ms. Lee 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.
Mr. Paul Yiu Cheung TSUI, FCCA, FCPA, FCMA, CGMA, FCIS, CGA-Canada, aged 68, is an Executive Director & Group Chief Financial Officer of both the Company and Wheelock, holding company of the Company. He joined the Wheelock/Wharf group in 1996 and became a director of Wheelock in 1998. He is also a director of Harbour Centre Development Limited and i-CABLE Communications Limited, both publicly listed subsidiaries of the Company. Furthermore, Mr. Tsui is a director of Wheelock Properties (Singapore) Limited (a fellow subsidiary of the Company listed in Singapore), vice chairman of Wheelock Properties Limited, as well as a director of Greentown (an associated company of the Company) and Joyce Boutique Holdings Limited, both publicly listed in Hong Kong.
As stated in the Company's announcement dated 2 March 2015, Mr. Tsui will be appointed as Vice Chairman of the Company upon conclusion of the AGM and Mr. Tsui will continue to be Group Chief Financial Officer of the Company.
As at the Latest Practicable Date, Mr. Tsui had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 2,200,000 new shares of the Company. Mr. Tsui receives from the Company a Director's fee at such rate approved by Shareholders from time to time, and as stated in paragraph (3) on page 5 of this Circular. Furthermore, Mr. Tsui has a service contract with the Wheelock/Wharf group. The total amount payable by the Wharf Group for his service, inclusive of basic salary and various allowances etc., is about HK$4.52 million per annum. In addition, a discretionary bonus is normally payable to Mr. Tsui with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Tsui 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.
Professor Eng Kiong YEOH, GBS, OBE, JP, MBBS(HK), FHKAM, FHKCCM, FHKCP, FFPHM(UK), FRCP(Edin), FRCP(Lond), FRCPS(Glasg), FRACMA, FRACP, aged 68, has been an independent non-executive director of the Company since 1 July 2014. Professor Yeoh is Professor of Public Health, Director at the Jockey Club School of Public Health and Primary Care of The Chinese University of Hong Kong and also Head of Division of Health System, Policy and Management at the Jockey Club School of Public Health and Primary Care. He is involved in collaborative work with research networks in studies on health systems and in training for public policy, as Chairman of the World Bank Institute/Asia Network for Capacity Building in Health Systems Strengthening. Professor Yeoh is a member to the International Advisory Board of the National University of Singapore Initiative to improve health in Asia, which seeks to contribute to thinking and policy formulation in public health & health systems
development in Asia.

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Professor Yeoh served as Secretary for Health, Welfare and Food of the Government of the Hong Kong Special Administrative Region ("HK Government") between 1999 and 2004. From 1990 to 1999, he was Head of the Hong Kong Hospital Authority with responsibility for the management and transformation of the public hospital system.
As a clinician, Professor Yeoh pioneered public health programmes in the prevention of Hepatitis B and HIV/AIDS. He has held many key positions in professional bodies, both locally and internationally. Professor Yeoh was appointed a Justice of the Peace in 1993 and awarded an Order of the British Empire in 1997. In 2005, he was awarded the Gold Bauhinia Star Medal by HK Government in recognition of his public service.
As at the Latest Practicable Date, Professor Yeoh had interests (within the meaning of Part XV of the SFO) in 4,000 shares of the Company. Professor Yeoh receives from the Company a Director's fee at such rate as approved by Shareholders from time to time, and as stated in paragraph (3) on page 5 of this Circular. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to an independent non-executive director. He has no service contract with the Group and therefore receives no emolument from the Group other than the abovementioned Director's fee.
(3) Following a recent review of the level of fees payable to the Directors which was last fixed in
2013, it is now considered appropriate that the rates of fees payable to the Directors be revised with retroactive effect from 1 January 2015. Under such fee revision proposal, the amount of fee payable to: (i) the Chairman of the Company, originally at the rate of HK$200,000 per annum, will be increased to HK$225,000 per annum; (ii) each of the other Directors, originally at the rate of HK$100,000 per annum, will be increased to HK$150,000 per annum; and (iii) each of the members of the Company's Audit Committee (who are also Directors of the Company), originally at the rate of HK$50,000 per annum, will be increased to HK$75,000 per annum. Three separate resolutions to give effect to such fee revisions will be put forward at the AGM for the purpose of seeking approval from the shareholders of the Company (the "Shareholders").
(4) At the annual general meeting of the Company held on 9 June 2014, ordinary resolutions were passed giving general mandates to Directors (i) to repurchase shares of the Company on the Stock Exchange representing up to 10% of the shares of the Company in issue as at 9 June
2014; and (ii) to allot, issue or otherwise deal with shares subject to a restriction that the
aggregate number of shares to be allotted or agreed to be allotted must not exceed the aggregate of (a) 20% of the number of shares of the Company in issue as at 9 June 2014, plus (b) (authorised by a separate ordinary resolution as required by the Listing Rules) the number of any shares repurchased by the Company since the granting of the general mandate for issue of shares.
Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules, these general mandates will lapse at the conclusion of the AGM, unless renewed at that meeting. As such, resolutions will be proposed at the AGM to renew the mandates mentioned above with appropriate amendments to the terms of the mandate. An explanatory statement as required under the Listing Rules to provide the requisite information in connection with the proposed repurchase mandate is set out in Appendix I to this Circular.
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The Wharf (Holdings) Limited

(5) Notice of the AGM is set out on pages 9 to 12 of this Circular. A form of proxy for use at the AGM is enclosed herein. Whether or not you intend to attend at the AGM or any adjournment thereof, you are requested to complete the form of proxy and return it to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours (exclusive of any part of a day that is public holiday) before the time fixed for the holding of the AGM or any adjournment thereof. Completion of the form of proxy and its return to the Company will not preclude you from attending, and voting at, the AGM or any adjournment thereof if you so wish.
(6) The Directors believe that the proposed resolutions in relation to the re-election of the Five Retiring Directors, the revision of the rates of fees payable to the Chairman of the Company, the Directors and the Audit Committee members, and the general mandates in respect of the repurchase and issue of shares to be put forward at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.
Yours faithfully, Peter K. C. Woo Chairman

The Wharf (Holdings) Limited

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The following is the Explanatory Statement required to be sent to the Shareholders under the Listing Rules which provides requisite information in connection with the proposed general mandate for repurchase of shares and also constitutes the Memorandum required under section 239 of the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong. References in this Statement to "Share(s)" mean ordinary share(s) in the capital of the Company:
(i) It is proposed that the general repurchase mandate will authorise the repurchase by the Company of up to 10% of the Shares in issue at the date of passing the resolution to approve the general repurchase mandate (subject to adjustment in the case of any conversion of any or all of the shares into a larger or smaller number of shares after passing of the resolution). As at 8 April 2015, being the Latest Practicable Date, the number of Shares in issue was
3,031,027,327 Shares. On the basis of such figure (and assuming no new Shares will be issued and no Share will be repurchased after the Latest Practicable Date and up to the date of passing such resolution), exercise in full of the general repurchase mandate would result in the repurchase by the Company of up to 303,102,732 Shares.
(ii) The Directors believe that the general authority from the Shareholders to enable repurchase of Shares is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
(iii) The funds required for any repurchase would be derived from the distributable profits of the Company or such other fundings legally available for such purpose in accordance with the Company's constitutive documents and the laws of Hong Kong.
(iv) There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent audited financial statements for the year ended 31 December 2014 being forwarded to the Shareholders together with this Circular) in the event that the general repurchase mandate were exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing level which in the opinion of the Directors is from time to time appropriate for the Company.
(v) There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any close associates (as defined in the Listing Rules) of the Directors who have a present intention, in the event that the general repurchase mandate is granted by the Shareholders, to sell Shares to the Company.
(vi) The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the general repurchase mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.
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The Wharf (Holdings) Limited

(vii) As at the Latest Practicable Date, as recorded in the register required to be kept by the Company under Part XV of the SFO, Wheelock and Company Limited, being the controlling shareholder of the Company, was interested in more than 50% of the issued share capital of the Company. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any purchases pursuant to the general repurchase mandate.
(viii) No purchase has been made by the Company of Shares in the six months prior to the Latest
Practicable Date.
(ix) No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell Shares to the Company in the event that the general repurchase mandate is granted by the Shareholders.
(x) The highest and lowest prices at which Shares were traded on the Stock Exchange in each of the previous twelve months are as follows:

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(1) To receive and consider the Financial Statements and the Reports of the Directors and
Auditors for the financial year ended 31 December 2014. (2) To re-elect retiring Directors.
(3) To appoint Auditors and authorise the Directors to fix their remuneration. (4) To approve, with retroactive effect from 1 January 2015:
(a) an increase in the rate of fee payable to the Chairman of the Company from
HK$200,000 per annum to HK$225,000 per annum;
(b) an increase in the rate of fee payable to each of the Directors, other than the Chairman of the Company, from HK$100,000 per annum to HK$150,000 per annum; and
(c) an increase in the rate of fee payable (for serving on the Audit Committee of the Company) to each of those Directors of the Company, who from time to time are also members of the Audit Committee of the Company, from HK$50,000 per annum to HK$75,000 per annum.
And to consider and, if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:
(5) "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not exceed 10% of shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution), and the said approval shall be limited accordingly; and
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The Wharf (Holdings) Limited

(c) for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(aa) the conclusion of the next Annual General Meeting of the Company;
(bb) the expiration of the period within which the next Annual General Meeting of the
Company is required by law to be held; and
(cc) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."
(6) "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options, warrants and other securities which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) any share option or incentive scheme; (ii) a Rights Issue (as defined below), (iii) the exercise of rights of subscription or conversion under the terms of any options, warrants or similar rights granted by the Company or any securities which are convertible into shares of the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:
(aa) 20% of the number of shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution); plus
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the number of shares of the Company in issue at the date of passing this Resolution (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution)),
and the said approval shall be limited accordingly; and

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(d) for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(aa) the conclusion of the next Annual General Meeting of the Company;
(bb) the expiration of the period within which the next Annual General Meeting of the
Company is required by law to be held; and
(cc) the revocation or variation of the approval given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Company or by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."
(7) "THAT the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary resolution (6) set out in the notice convening this meeting be and is hereby extended by the addition thereto such further additional shares as shall represent the aggregate number of the shares of the Company repurchased by the Company subsequent to the time of passing ordinary resolution (5) set out in the notice convening this meeting, provided that the number of shares shall not exceed 10% of the aggregate number of the shares of the Company in issue at the date of passing ordinary resolution (5) set out in the notice convening this meeting (subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares after the passing of this Resolution)."
By Order of the Board

Company Secretary

Hong Kong, 14 April 2015

Registered Office:

16th Floor, Ocean Centre,
Harbour City, Canton Road, Kowloon,
Hong Kong
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The Wharf (Holdings) Limited

Notes:

(a) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint at his/her own choice, another person as his/her proxy to attend and, in the event of a poll, to vote in his stead. A member may also appoint separate proxies to represent respectively such number of the shares in the Company registered under his/her name. A proxy needs not be a member of the Company. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the Company's registered office at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong, not less than 48 hours (exclusive of any part of a day that is public holiday) before the time appointed for the holding of the meeting or adjourned meeting.

(b) With reference to the Ordinary Resolution proposed under item (2) above, Mr. Stephen T. H. Ng, Mr. Andrew O. K.

Cho, Ms. Doreen Y. F. Lee, Mr. Paul Y. C. Tsui and Professor Eng Kiong Yeoh, who will retire from the board of directors of the Company, are proposed to be re-elected at the forthcoming Annual General Meeting.

(c) With reference to the Ordinary Resolution proposed under item (6) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company, other than under any share option or incentive scheme from time to time adopted by the Company.

(d) The Register of Members of the Company will be closed from Monday, 4 May 2015 to Friday, 15 May 2015, both days inclusive, during which period no share transfers can be registered. In order to ascertain shareholders' rights for the purpose of attending and voting at the forthcoming Annual General Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Registrars, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 30 April 2015.

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