Wharf : Wheelock / Wharf Joint Announcement - Proposed Spin-Off and Separate Listing of Wharf Real Estate Investment Company Limited on the Main Board of The Stock Exchange of Hong Kong Limited

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.‌‌

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere.

Wheelock and Company Limited and The Wharf (Holdings) Limited have not registered and do not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the "US Securities Act") and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemption from the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America. There will be no public offering of securities in the United States of America.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is made pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09(2)(a) and Practice Note 15 of the Listing Rules.

The boards of Wheelock and Wharf previously announced that a joint spin-off proposal submitted to the Stock Exchange pursuant to Practice Note 15 in relation to the Proposed Spin-off and separate listing of Wharf REIC, which would be implemented by way of the Distribution by Wharf of the Wharf REIC Shares to the Qualifying Wharf Shareholders, had been approved by the Stock Exchange.

The Wharf REIC Group will be principally engaged in investment in strategic and substantial retail, office and hotel properties in Hong Kong.

On 4 September 2017, Wharf REIC submitted a listing application form (Form A1) to the Stock Exchange to apply for the listing by way of introduction of, and permission to deal in, the Wharf REIC Shares on the Main Board of the Stock Exchange.

A redacted form of the Application Proof is expected to be available for viewing on and downloading from the Stock Exchange's website at http://www.hkexnews.hk/APP/SEHKAPPMainIndex.htm from

5 September 2017. The Application Proof contains, among other things, certain business and financial information relating to the Wharf REIC Group.

The Proposed Spin-off will be implemented by way of the Distribution. The board of Wharf intends to declare a special interim dividend to be satisfied by way of the Distribution whereby new Wharf REIC Shares will be allotted and issued to the Qualifying Wharf Shareholders (including Wheelock) on the basis of one Wharf REIC Share for every one Wharf Share held as at the Record Date. Immediately following completion of the Proposed Spin-off, Qualifying Wharf Shareholders (including Wheelock) will hold the same proportionate interests in Wharf REIC as they hold in Wharf as at the Record Date.

The Distribution will be conditional on the Listing Committee granting Listing Approval and such approval not having been revoked prior to completion of the Proposed Spin-off. If this condition is not satisfied, the Distribution will not be made and the Proposed Spin-off will not take place.

Following the Proposed Spin-off, (a) Wharf will not retain any interest in the issued share capital of Wharf REIC; and (b) Wharf REIC will no longer be a subsidiary of Wharf, but will remain as a 62%- owned subsidiary of Wheelock.

The unaudited pro forma consolidated financial information of the Wharf Group and the unaudited pro forma combined financial information of the Wharf REIC Group are set out in the Appendix 1 to this announcement to illustrate the impact of the Proposed Spin-off on Wharf as if the Proposed Spin- off had taken place on 30 June 2017 and 1 January 2017 together with the Accountants' report on the Unaudited Pro Forma Financial Information set out in Appendix 2 to this announcement.

Further announcement(s) will be made by Wheelock and/or Wharf in relation to the Proposed Spin- off as and when appropriate.

This announcement is made pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09(2)(a) and Practice Note 15 of the Listing Rules.

Reference is made to (a) the strategic review announced by Wharf in its 2016 final results announcement on 9 March 2017 and (b) the proposal to demerge Wharf REIC for a separate listing by way of introduction announced by Wharf in Wharf's 2017 interim results announcement on 9 August 2017.

The boards of Wheelock and Wharf previously announced that a joint spin-off proposal submitted to the Stock Exchange pursuant to Practice Note 15 in relation to the Proposed Spin- off and separate listing of Wharf REIC, which would be implemented by way of the Distribution by Wharf of the Wharf REIC Shares to the Qualifying Wharf Shareholders, had been approved by the Stock Exchange.

On 4 September 2017, Wharf REIC submitted a listing application form (Form A1) to the Stock Exchange to apply for the listing by way of introduction of, and permission to deal in, the Wharf REIC Shares on the Main Board of the Stock Exchange.

A redacted form of the Application Proof is expected to be available for viewing on and downloading from the Stock Exchange's website at http://www.hkexnews.hk/APP/SEHKAPPMainIndex.htm from 5 September 2017. The Application Proof contains, among other things, certain business and financial information relating to the Wharf REIC Group.

The Proposed Spin-off will be implemented by way of the Distribution. The board of Wharf intends to declare a special interim dividend to be satisfied by way of the Distribution whereby new Wharf REIC Shares will be allotted and issued to the Qualifying Wharf Shareholders (including Wheelock) on the basis of one Wharf REIC Share for every one Wharf Share held as at the Record Date. Immediately following completion of the Proposed Spin-off, Qualifying Wharf Shareholders (including Wheelock) will hold the same proportionate interests in Wharf REIC as they hold in Wharf as at the Record Date.

Excluded Wharf Shareholders (if any) will be entitled to the Distribution but will not receive any Wharf REIC Shares. Instead, the Wharf REIC Shares which they would otherwise receive pursuant to the Distribution will be sold on their behalf as soon as reasonably practicable following the commencement of dealings in the Wharf REIC Shares on the Stock Exchange and they will receive the net proceeds of such sale, provided that if the amount that an Excluded Wharf Shareholder would be entitled to receive is less than HK$100, such sum will be retained for the benefit of Wharf.

The Distribution will be conditional on the Listing Committee granting Listing Approval and such approval not having been revoked prior to completion of the Proposed Spin-off. If this condition is not satisfied, the Distribution will not be made and the Proposed Spin-off will not take place.

Following the Proposed Spin-off, (a) Wharf will not retain any interest in the issued share capital of Wharf REIC; and (b) Wharf REIC will no longer be a subsidiary of Wharf, but will remain as a 62%-owned subsidiary of Wheelock.

As the Proposed Spin-off will be implemented by way of the Distribution and there will be no dilution of the indirect attributable interest of the Qualifying Wharf Shareholders (including Wheelock) in Wharf REIC, the Proposed Spin-off will not constitute a transaction for Wharf or Wheelock under Chapter 14 of the Listing Rules. Accordingly, neither the approval of the Wheelock Shareholders or Wharf Shareholders will be required for the Proposed Spin-off.

Wharf REIC, together with its subsidiaries, will be principally engaged in investment in strategic and substantial retail, office and hotel properties in Hong Kong.

Following the Proposed Spin-off, the Ex-Wharf Wheelock Group will continue to be principally engaged in property development in Hong Kong and through Wheelock Properties (Singapore) Limited, a 76%-owned subsidiary of Wheelock, in property investment and development in Singapore. The Remaining Wharf Group will be principally engaged in property development and investment in the PRC, other Hong Kong properties as well as non-property businesses in Hong Kong and the PRC.

The boards of Wheelock and Wharf consider the Proposed Spin-off to be in the interests of the Wheelock Shareholders, Wharf Shareholders and shareholders of Wharf REIC as a whole for the following reasons:

1. as there are clear strategic and operational differences between the business focuses of the Ex-Wharf Wheelock Group, the Remaining Wharf Group and the Wharf REIC Group, the Proposed Spin-off will provide investors with an enhanced choice as to which of the businesses they are interested in investing in;

2. the Proposed Spin-off will increase the operational and financial transparency of each of the businesses of the Ex-Wharf Wheelock Group, the Remaining Wharf Group and the Wharf REIC Group, allowing equity investors to appraise and assess the performance and potential of the Ex-Wharf Wheelock Group, the Remaining Wharf Group and the Wharf REIC Group as separate entities and allowing lenders and bond investors to appraise their respective credit worthiness;

3. the Proposed Spin-off will lead to a more direct alignment of the responsibilities and accountability of the management of the Ex-Wharf Wheelock Group, the Remaining