THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sun Hung Kai Properties Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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 : 16) PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME by the Company AND ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME BY SUNEVISION HOLDINGS LTD. AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of the Company to be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Thursday, 15 November 2012 at 12:00 noon is set out on pages 52 to 56 of this circular. Whether or not you are able to attend the Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company s Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or at any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or at any adjournment thereof should you so wish. 15 October 2012

2 CONTENTS Pages Definitions... 1 Letter from the Board... 8 General Mandate to Repurchase Shares... 9 General Mandate to Issue Shares Re-election of Directors Adoption of the New SHKP Share Option Scheme and Termination of the Existing SHKP Share Option Scheme Adoption of the New SUNeVision Share Option Scheme and Termination of the Existing SUNeVision Share Option Scheme Recommendation Annual General Meeting Appendix I Explanatory Statement for Share Repurchase Mandate Appendix II Details of Retiring Directors Appendix III Summary of the Principal Terms of the New SHKP Share Option Scheme Appendix IV Summary of the Principal Terms of the New SUNeVision Share Option Scheme Notice of Annual General Meeting i

3 DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the following meanings: Adoption Date Allotment Date Annual General Meeting Articles associate Auditor Board Business Day Commencement Date Companies Ordinance Company or SHKP connected person the date on which the New SHKP Share Option Scheme is adopted by resolution of the Company in general meeting; the date on which Shares are allotted to the Trustee or the SHKP Grantee (as the case may be) in accordance with the terms of the New SHKP Share Option Scheme pursuant to the exercise of an SHKP Option to be granted under the New SHKP Share Option Scheme; the annual general meeting of the Company to be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Thursday, 15 November 2012 at 12:00 noon or any adjourned meeting thereof; the articles of association of the Company; has the meaning ascribed thereto in the GEM Listing Rules or the Listing Rules (as the case may be); the auditor for the time being of the Company; the board of Directors or a duly authorised committee thereof; in respect of the New SHKP Share Option Scheme, a day on which the Stock Exchange is open for business of dealing in securities; in respect of the New SUNeVision Share Option Scheme, a day (other than a Saturday or a Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities; the date on which an SHKP Option is deemed to have been granted in accordance with the terms of the New SHKP Share Option Scheme; the Companies Ordinance, Chapter 32 of the Laws of Hong Kong; Sun Hung Kai Properties Limited, a company incorporated in Hong Kong with limited liability under the Companies Ordinance and whose securities are listed on the Main Board; has the meaning ascribed thereto in the Listing Rules; 1

4 DEFINITIONS control Declaration of Trust Director(s) Employee Existing SHKP Share Option Scheme Existing SUNeVision Share Option Scheme GEM GEM Listing Rules Group HK$ Hong Kong Initial Mandate Limit the power to exercise a controlling influence over the management or policies of a company (unless such power is solely the result of an official position with such company) and any person who owns beneficially, either directly or through one or more controlled companies, more than 30% of the voting securities of a company (or such lower amount as may from time to time be specified in the Takeovers Code being the control for triggering a mandatory general offer) shall be deemed to control such company and is controlled by and controlling shall have the corresponding meanings; a declaration by the Trustee to hold the Shares on trust for the SHKP Grantee (or his legal personal representative) in accordance with the terms of the New SHKP Share Option Scheme; the director(s) of the Company; any person employed by the Company or any of its subsidiaries (including any executive director of the Company or any of its subsidiaries); the existing share option scheme of the Company adopted on 5 December 2002; the existing share option scheme of SUNeVision adopted on 3 December 2002; the Growth Enterprise Market of the Stock Exchange; the Rules Governing the Listing of Securities on GEM (as may be amended, supplemented or modified from time to time); the Company and its subsidiaries; Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the People s Republic of China; has the meaning set out in paragraph (w)(ii) of the summary of the principal terms of the New SHKP Share Option Scheme set out in Appendix III to this circular; 2

5 DEFINITIONS Latest Practicable Date Listing Rules Main Board Mandate Limit New SHKP Share Option Scheme New SUNeVision Share Option Scheme Offer Shares Option Agreement Refreshed Mandate Limit Remittance SFO 8 October 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; the Rules Governing the Listing of Securities on the Stock Exchange as may be amended, supplemented or modified from time to time, which are applicable to companies listed on the Main Board; the main board of the Stock Exchange; the Initial Mandate Limit or the Refreshed Mandate Limit (as the case may be); the new share option scheme proposed to be adopted at the Annual General Meeting, a summary of the principal terms of which is set out in Appendix III to this circular; the new share option scheme proposed to be approved and adopted by SUNeVision at the SUNeVision AGM and proposed to be approved by the Shareholders at the Annual General Meeting, a summary of the principal terms of which is set out in Appendix IV to this circular; has the meaning set out in paragraph (m) of the summary of the principal terms of the New SHKP Share Option Scheme set out in Appendix III to this circular; the offer and acceptance notice between the Company and an SHKP Grantee evidencing the terms and conditions of an individual SHKP Option as referred to in the terms of the New SHKP Share Option Scheme. Each Option Agreement is subject to the terms and conditions of the New SHKP Share Option Scheme; has the meaning set out in paragraph (w)(iii) of the summary of the principal terms of the New SHKP Share Option Scheme set out in Appendix III to this circular; the payment in such manner (including by way of set-off) as prescribed by the Board from time to time and in accordance with applicable laws and regulations; the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; 3

6 DEFINITIONS Share Issue Mandate Share Repurchase Mandate Share Repurchase Rules Shareholder(s) Share(s) SHKP Grantee(s) SHKP Option SHKP Option Period SHKP Subscription Price Stock Exchange subsidiary a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with the Shares; a general mandate to the Directors to exercise the power of the Company to repurchase Shares; the Listing Rules and the Takeovers Code; holder(s) of the Share(s); ordinary share(s) of HK$0.50 each in the share capital of the Company, or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary share capital of the Company of such other nominal amount as shall result from any such sub-division, consolidation, re-classification or re-construction; any Employee who accepts an offer of the grant of an SHKP Option in accordance with the terms of the New SHKP Share Option Scheme or (where the context so permits) the legal personal representatives of such SHKP Grantee; an option to subscribe for Shares granted pursuant to the New SHKP Share Option Scheme; in respect of any particular SHKP Option, such period during which the SHKP Option may be exercised as the Board may in its absolute discretion determine and specify in relation to any particular SHKP Grantee in his Option Agreement, save that such period for the exercise of the SHKP Option shall not expire later than 10 years from the Commencement Date; the price per Share at which an SHKP Grantee may subscribe for Shares on the exercise of an SHKP Option pursuant to the terms of the New SHKP Share Option Scheme; The Stock Exchange of Hong Kong Limited; in respect of the Company, a company which is for the time being and from time to time a subsidiary of the Company (within the meaning of section 2 of the Companies Ordinance); in respect of SUNeVision, a company which is for the time being and from time to time a subsidiary of SUNeVision (within the meaning of section 2 of the Companies Ordinance or the local companies law, act and/or ordinance where the subject company was incorporated); 4

7 DEFINITIONS substantial shareholder SUNeVision SUNeVision affiliated company SUNeVision AGM SUNeVision Auditor SUNeVision Board SUNeVision Convertible Note(s) SUNeVision Director(s) SUNeVision Effective Date SUNeVision Grantee SUNeVision Group SUNeVision Memorandum and Articles of Association has the meaning ascribed thereto in the Listing Rules; SUNeVision Holdings Ltd., a company incorporated in the Cayman Islands with limited liability and whose shares are listed on GEM, and also a subsidiary of the Company; a company which, in accordance with the financial reporting standards and interpretations issued by the Hong Kong Institute of Certified Public Accountants, is recorded using the equity method of accounting in an entity s financial statements, including associated companies and jointly controlled entities as defined in those standards; the annual general meeting of SUNeVision to be held on Thursday, 1 November 2012 or any adjourned meeting thereof to approve, among others, the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme; the auditor for the time being of SUNeVision; the board of directors of SUNeVision or a duly authorised committee thereof; the convertible note(s) denominated in HK$0.10 each, in registered form, issued by SUNeVision and constituted by a deed poll dated 25 November 2010 and for the time being outstanding; the director(s) of SUNeVision; the day on which the New SUNeVision Share Option Scheme takes effect, being the day on which all the conditions thereof have been fulfilled; any SUNeVision Participant who accepts a SUNeVision Offer in accordance with the terms of the New SUNeVision Share Option Scheme or (where the context so permits) the personal representative(s) entitled to any such SUNeVision Option in consequence of the death of the original SUNeVision Grantee; SUNeVision, its subsidiaries and the SUNeVision affiliated companies from time to time; the memorandum and articles of association of SUNeVision (as amended from time to time); 5

8 DEFINITIONS SUNeVision Noteholder SUNeVision Offer SUNeVision Offer Date SUNeVision Option SUNeVision Option Period SUNeVision Participant SUNeVision Scheme Period SUNeVision Shareholder(s) SUNeVision Share(s) a person whose name is registered in the register of holders of SUNeVision Convertible Note(s) of SUNeVision; the offer of the grant of a SUNeVision Option to be made by the SUNeVision Board in accordance with the New SUNeVision Share Option Scheme; the date on which a SUNeVision Offer is made to a SUNeVision Participant; a right granted to the SUNeVision Participants to subscribe for SUNeVision Shares pursuant to the terms of the New SUNeVision Share Option Scheme; a period to be determined by the SUNeVision Board at its absolute discretion and notified by the SUNeVision Board to each SUNeVision Grantee as being the period during which a SUNeVision Option may be exercised and in any event, such period shall not be longer than 10 years from the date upon which any particular SUNeVision Option is granted in accordance with the New SUNeVision Share Option Scheme; (i) any executive or non-executive directors (or any persons proposed to be appointed as such) or any employees (whether full-time or part-time) of each member of the SUNeVision Group; (ii) any consultants, professional and other advisers to each member of the SUNeVision Group (or persons, firms or companies proposed to be appointed for providing such services); (iii) any chief executives or substantial shareholders of SUNeVision; (iv) any associates of a director, chief executive or substantial shareholder of SUNeVision; and (v) any employees of the substantial shareholder of SUNeVision, provided that the SUNeVision Board shall have absolute discretion to determine whether or not one falls within the above categories; a period of 10 years commencing on the SUNeVision Effective Date; holder(s) of SUNeVision Share(s); share(s) of HK$0.10 each in the capital of SUNeVision (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of SUNeVision from time to time); 6

9 DEFINITIONS SUNeVision Subscription Price SUNeVision s Relevant Company Takeovers Code Trustee the price per SUNeVision Share at which a SUNeVision Grantee may subscribe for SUNeVision Shares on the exercise of a SUNeVision Option pursuant to the New SUNeVision Share Option Scheme; any member of the SUNeVision Group; The Codes on Takeovers and Mergers and Share Repurchases; a company to be nominated by the Company or the Board to hold the Shares on trust for the SHKP Grantee pursuant to the terms of the New SHKP Share Option Scheme; and % per cent. 7

10 Letter from the board (Incorporated in Hong Kong with limited liability) (Stock Code : 16) Executive Directors: Kwok Ping-kwong, Thomas (Chairman & Managing Director) Kwok Ping-luen, Raymond (Chairman & Managing Director) Wong Chik-wing, Mike (Deputy Managing Director) Lui Ting, Victor (Deputy Managing Director) Chan Kui-yuen, Thomas Kwong Chun Chan Kwok-wai, Patrick (Chief Financial Officer) Kwok Kai-fai, Adam (Alternate Director to Kwok Ping-kwong, Thomas) Kwok Ho-lai, Edward (Alternate Director to Kwok Ping-luen, Raymond) Registered Office: 45th Floor Sun Hung Kai Centre 30 Harbour Road Hong Kong Non-Executive Directors: Lee Shau-kee (Vice Chairman) Kwok Ping-sheung, Walter Woo Po-shing Kwan Cheuk-yin, William Wong Yick-kam, Michael Woo Ka-biu, Jackson (Alternate Director to Woo Po-shing) Independent Non-Executive Directors: Yip Dicky Peter Wong Yue-chim, Richard Li Ka-cheung, Eric Fung Kwok-lun, William Leung Nai-pang, Norman Leung Kui-king, Donald Company Secretary: Yung Sheung-tat, Sandy 15 October 2012 To the Shareholders Dear Sir or Madam, PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME by the Company AND ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME BY SUNEVISION HOLDINGS LTD. AND NOTICE OF ANNUAL GENERAL MEETING 8

11 Letter from the board At the annual general meeting of the Company held on 8 December 2011, resolutions were passed approving the grant of the Share Repurchase Mandate in accordance with the relevant rules set out in the Share Repurchase Rules and of the Share Issue Mandate. These general mandates will lapse at the conclusion of the Annual General Meeting unless renewed at that meeting. Ordinary resolutions will therefore be proposed at the Annual General Meeting to renew the Share Repurchase Mandate and the Share Issue Mandate. In addition, as the Existing SHKP Share Option Scheme and the Existing SUNeVision Share Option Scheme will expire on 5 December 2012 and 3 December 2012 respectively, ordinary resolutions will be proposed at the Annual General Meeting to approve the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme, and the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme. The purpose of this circular is to provide you with information regarding, inter alia, the Share Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the re-election of Directors, the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme, and the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme. 1. GENERAL MANDATE TO REPURCHASE SHARES At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant the Share Repurchase Mandate. The Shares which may be repurchased pursuant to the Share Repurchase Mandate are up to 10% of the issued share capital of the Company on the date of passing the resolution approving the Share Repurchase Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 2,615,736,044 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate on the date of passing the resolution approving the Share Repurchase Mandate will be 261,573,604 Shares. An explanatory statement as required under the Share Repurchase Rules, giving certain information regarding the Share Repurchase Mandate together with the details of the repurchases of Shares made by the Company during the six months preceding the Latest Practicable Date (if any), are set out in Appendix I to this circular. Details of the Share Repurchase Mandate are set out in Resolution No. 5 in the notice of Annual General Meeting set out on pages 52 to 56 of this circular. The Share Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or by the laws of Hong Kong to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders. 9

12 Letter from the board 2. GENERAL MANDATE TO ISSUE SHARES At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant the Share Issue Mandate. The Shares which may be allotted and issued pursuant to the Share Issue Mandate are up to 10% of the issued share capital of the Company on the date of passing the resolution approving the Share Issue Mandate. In addition, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding the number of Shares purchased under the Share Repurchase Mandate, if granted, to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate. Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in Resolutions Nos. 6 and 7 in the notice of the Annual General Meeting set out on pages 52 to 56 of this circular. The Share Issue Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or by the laws of Hong Kong to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders. 3. RE-ELECTION OF DIRECTORS In accordance with Article 95 of the Articles, Mr. Lui Ting, Victor, Dr. Leung Nai-pang, Norman and Mr. Leung Kui-king, Donald will hold office until the next following general meeting of the Company and, being eligible, will offer themselves for re-election. Furthermore, in accordance with Article 104(A) of the Articles, Mr. Kwok Ping-kwong, Thomas, Dr. Lee Shau-kee, Mr. Yip Dicky Peter, Professor Wong Yue-chim, Richard, Dr. Fung Kwok-lun, William, Mr. Kwan Cheuk-yin, William, Mr. Wong Yick-kam, Michael and Mr. Chan Kwok-wai, Patrick will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. Details of the Directors who are proposed to be re-elected are set out in Appendix II to this circular. Each of Mr. Yip Dicky Peter, Professor Wong Yue-chim, Richard, Dr. Fung Kwok-lun, William, Dr. Leung Nai-pang, Norman and Mr. Leung Kui-king, Donald, all being Independent Non-Executive Directors of the Company eligible for re-election at the Annual General Meeting, has made an annual confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. Notwithstanding Dr. Fung Kwok-lun, William s non-executive directorship in The Hongkong and Shanghai Banking Corporation Limited, being an associate of HSBC Trustee (C.I.) Limited ( HSBC Trustee ) which in turn is a substantial shareholder of the Company within the meaning of Part XV of the SFO holding certain Shares as a trustee of certain trusts (the Trusts ), the Company is of the view that Dr. Fung Kwok-lun, William is independent since he cannot control the decision making process of HSBC Trustee in relation to the exercise of the voting rights in respect of the Shares held under the Trusts. In addition, the Company is of the view that each of Mr. Yip Dicky Peter, Professor Wong Yue-chim, Richard, Dr. Leung Nai-pang, Norman and Mr. Leung Kui-king, Donald is independent in accordance with the independence guidelines. Hence, the Company recommends all the above five Independent Non-Executive Directors to be re-elected. 10

13 Letter from the board 4. ADOPTION OF THE NEW SHKP SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHKP SHARE OPTION SCHEME On 5 December 2002, the Company adopted the Existing SHKP Share Option Scheme, which will expire on 5 December In order to ensure continuity of a share option scheme for the Company to motivate its Employees, the Board proposes to adopt the New SHKP Share Option Scheme and terminate the Existing SHKP Share Option Scheme. The New SHKP Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules and the adoption of the New SHKP Share Option Scheme is subject to the approval of the Shareholders at the Annual General Meeting. The Directors believe that attracting and motivating high quality personnel is a key to the success and growth of the Company. The Directors believe that the New SHKP Share Option Scheme will provide SHKP Grantees with the opportunity to participate in the growth of the Company by acquiring Shares and may also attract and retain SHKP Grantees who have made contributions to the success of the Company. The purpose of the New SHKP Share Option Scheme is to provide incentives to SHKP Grantees to contribute further to the Company and/or to enable the Group to recruit and/or to retain high-calibre employees and attract human resources that are valuable to the Group. The Board proposes that, subject to the adoption of the New SHKP Share Option Scheme, the Existing SHKP Share Option Scheme will be terminated with effect from the Adoption Date. As at the Latest Practicable Date, the Company has granted options relating to 9,296,000 Shares under the Existing SHKP Share Option Scheme, representing approximately 0.35% of the issued share capital of the Company. Of these options, options relating to 7,992,000 Shares are valid and outstanding and will remain valid under the Existing SHKP Share Option Scheme after the Existing SHKP Share Option Scheme is terminated. The Board has no intention of granting any further options under the Existing SHKP Share Option Scheme during the period from the Latest Practicable Date up to the date of the Annual General Meeting. For the avoidance of doubt, no further options will be granted under the Existing SHKP Share Option Scheme after its termination but in all other respects the provisions of the Existing SHKP Share Option Scheme shall remain in full force and effect. All options granted prior to the termination of the Existing SHKP Share Option Scheme and not then exercised shall remain valid and shall continue to be subject to the provisions of the Existing SHKP Share Option Scheme and Chapter 17 of the Listing Rules. Apart from the Existing SHKP Share Option Scheme, there were no other subsisting share option schemes of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, the issued share capital of the Company comprised of 2,615,736,044 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the Adoption Date, the total number of Shares issuable pursuant to the New SHKP Share Option Scheme and any other share option schemes (if any) on the Adoption Date will be 261,573,604 Shares, representing 10% of the total number of Shares in issue as at the Adoption Date. 11

14 Letter from the board The Directors consider that it is not appropriate to state the value of all the SHKP Options that can be granted under the New SHKP Share Option Scheme as if they had been granted at the Latest Practicable Date, given that the variables which are crucial for the calculation of the value of such SHKP Options cannot be determined. The variables which are crucial for the determination of the value of such SHKP Options include the SHKP Subscription Price for the Shares to be issued upon the exercise of the SHKP Options, the timing of the grant of such SHKP Options and whether or not such SHKP Options, if granted, will be exercised by the SHKP Grantees. Thus, the Directors are of the view that the value of the SHKP Options that can be granted pursuant to the New SHKP Share Option Scheme depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the SHKP Options will not be meaningful and may be misleading to the Shareholders in the circumstances. Although the New SHKP Share Option Scheme is not subject to any performance target and does not prescribe any minimum period for which an SHKP Option must be held before it can be exercised, the Directors believe that the requirements and conditions of the New SHKP Share Option Scheme (as summarised in Appendix III to this circular), including the requirement for a minimum subscription price, the selection criteria prescribed by the rules of the New SHKP Share Option Scheme, and the necessary conditions that may be imposed by the Board as it thinks fit when it offers to grant any SHKP Option to any Employee, will serve to protect the value of the Shares as well as achieve the purpose of the New SHKP Share Option Scheme. To the extent that the Directors are aware and having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the resolution in relation to the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme. None of the Directors is a trustee of the New SHKP Share Option Scheme or has any direct or indirect interest in the trustee of the New SHKP Share Option Scheme. The New SHKP Share Option Scheme will take effect upon satisfaction of the following conditions: (i) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting approving the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme; and (ii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of the SHKP Options to be granted under the New SHKP Share Option Scheme. Application has been made to the Stock Exchange for the grant of the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of the SHKP Options to be granted under the New SHKP Share Option Scheme. A summary of the principal terms of the New SHKP Share Option Scheme is set out in Appendix III to this circular. 12

15 Letter from the board 5. ADOPTION OF THE NEW SUNEVISION SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SUNEVISION SHARE OPTION SCHEME On 3 December 2002, SUNeVision adopted the Existing SUNeVision Share Option Scheme which will expire on 3 December In view of the impending expiry of the Existing SUNeVision Share Option Scheme, it is proposed that the New SUNeVision Share Option Scheme be adopted and the Existing SUNeVision Share Option Scheme be terminated. A summary of the principal terms of the New SUNeVision Share Option Scheme is set out in Appendix IV to this circular. The Company, being the holding company of SUNeVision, is required to comply with the relevant requirements of the Listing Rules with respect to the New SUNeVision Share Option Scheme. The purpose of the New SUNeVision Share Option Scheme is, among others, to provide SUNeVision with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the SUNeVision Participants and for such other purposes as the SUNeVision Board may approve from time to time. It is the understanding of the Board that in determining the basis of eligibility of each SUNeVision Participant, the SUNeVision Board would mainly take into account the experience of the SUNeVision Participant on the SUNeVision Group s business, the length of service of the SUNeVision Participant with the SUNeVision Group or the length of business relationship the SUNeVision Participant has established with the SUNeVision Group, the amount of contribution the SUNeVision Participant has made or is likely to make towards the success of the SUNeVision Group and such other factors as the SUNeVision Board may at its discretion consider appropriate. It is the understanding of the Board that as the Company (being a substantial shareholder of SUNeVision) has been providing and is expected to continue to provide ample support and contribution to the businesses, operations and activities of the SUNeVision Group, substantial shareholders are included as eligible SUNeVision Participants under the New SUNeVision Share Option Scheme. It is the understanding of the Board that the inclusion of substantial shareholders as eligible SUNeVision Participants can achieve the purpose of the New SUNeVision Share Option Scheme in providing SUNeVision with a flexible means of giving incentive to, rewarding, compensating and/or providing benefits to the SUNeVision Participants as stated in Appendix IV to this circular under the section headed Purpose and basis of eligibility of the SUNeVision Participants. It is the understanding of the Board that this is also in line with the terms of the Existing SUNeVision Share Option Scheme. As at the Latest Practicable Date, there was no outstanding option under the Existing SUNeVision Share Option Scheme; and the issued share capital of SUNeVision comprised 2,322,229,531 SUNeVision Shares. Assuming that the issued share capital of SUNeVision will remain unchanged from the Latest Practicable Date up to the date of approval of the New SUNeVision Share Option Scheme by the SUNeVision Shareholders, the maximum number of SUNeVision Shares which may be issued upon exercise of all options to be granted under the New SUNeVision Share Option Scheme and any other schemes of SUNeVision, if any, in aggregate will be 232,222,953 SUNeVision Shares, representing 10% of the SUNeVision Shares in issue as at the date of approval of the New SUNeVision Share Option Scheme by the SUNeVision Shareholders. 13

16 Letter from the board The Directors consider that it is not appropriate to state the value of all the SUNeVision Options that can be granted under the New SUNeVision Share Option Scheme as if they had been granted at the Latest Practicable Date, given that the variables which are crucial for the calculation of the value of such SUNeVision Options cannot be determined. The variables which are crucial for the determination of the value of such SUNeVision Options include the SUNeVision Subscription Price for the SUNeVision Shares to be issued upon the exercise of the SUNeVision Options, the timing of the grant of such SUNeVision Options and whether or not such SUNeVision Options, if granted, will be exercised by the SUNeVision Grantees. Thus, the Directors are of the view that the value of the SUNeVision Options that can be granted pursuant to the New SUNeVision Share Option Scheme depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the SUNeVision Options will not be meaningful and may be misleading to the Shareholders in the circumstances. The SUNeVision Subscription Price of the SUNeVision Options to be granted under the New SUNeVision Share Option Scheme shall be a price solely determined by the SUNeVision Board subject to such minimum amount as set out in the rules of the New SUNeVision Share Option Scheme. Unless otherwise determined by the SUNeVision Board, there is neither any performance target under the New SUNeVision Share Option Scheme which must be achieved by a SUNeVision Grantee before a SUNeVision Option can be exercised nor any minimum period for which a SUNeVision Option must be held before a SUNeVision Option can be exercised. Although the New SUNeVision Share Option Scheme is not subject to any performance target and does not prescribe any minimum period for which a SUNeVision Option must be held before it can be exercised, the Directors believe that the requirements and conditions of the New SUNeVision Share Option Scheme (as summarised in Appendix IV), including the requirement for a minimum subscription price, the selection criteria prescribed by the scheme rules, and the necessary conditions that may be imposed by the SUNeVision Board as it thinks fit when it offers to grant any SUNeVision Option to any SUNeVision Participant, will serve to protect the value of the SUNeVision Shares as well as to achieve the purpose of the New SUNeVision Share Option Scheme. SUNeVision does not at present intend to appoint a trustee to the New SUNeVision Share Option Scheme. The New SUNeVision Share Option Scheme will take effect upon fulfillment of the following conditions: (i) the passing of an ordinary resolution by the SUNeVision Shareholders at the SUNeVision AGM approving (inter alia) the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme; (ii) the passing of an ordinary resolution by the Shareholders in the Annual General Meeting approving the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme; and (iii) the GEM Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the new SUNeVision Shares to be issued pursuant to the exercise of the SUNeVision Options under the New SUNeVision Share Option Scheme. 14

17 Letter from the board Application has been made to the Stock Exchange for the approval of the listing of, and permission to deal in, the new SUNeVision Shares to be issued pursuant to the exercise of the SUNeVision Options to be granted under the New SUNeVision Share Option Scheme. As at the Latest Practicable Date, to the best knowledge of the Directors and having made all reasonable enquiries, no Shareholder has a material interest in the proposed adoption of the New SUNeVision Share Option Scheme and the proposed termination of the Existing SUNeVision Share Option Scheme. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto. 6. RECOMMENDATION The Directors consider that (i) the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme, and (ii) the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders vote in favour of Resolutions Nos. 8 and 9 to be proposed at the Annual General Meeting. Copies of the New SHKP Share Option Scheme and the New SUNeVision Share Option Scheme will be available for inspection at the Company s registered office at 45th Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong during normal business hours up to and including the date of the Annual General Meeting and at the Annual General Meeting. This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading. 7. ANNUAL GENERAL MEETING A notice convening the Annual General Meeting to be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Thursday, 15 November 2012 at 12:00 noon is set out on pages 52 to 56 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the Share Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the re-election of Directors, the adoption of the New SHKP Share Option Scheme and the termination of the Existing SHKP Share Option Scheme, and the adoption of the New SUNeVision Share Option Scheme and the termination of the Existing SUNeVision Share Option Scheme. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The chairman of the Annual General Meeting will exercise his power under Article 75 of the Articles to put each of the resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. The results of the poll will be published on the websites of the Company and Hong Kong Exchanges and Clearing Limited following the Annual General Meeting. 15

18 Letter from the board A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instruction printed thereon and return the same to the Company s Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or at any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting or at any adjournment if they so wish. Yours faithfully, Kwok Ping-kwong, Thomas Chairman & Managing Director Kwok Ping-luen, Raymond Chairman & Managing Director 16

19 APPENDIX I EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Share Repurchase Mandate and also constitutes the memorandum under section 49BA of the Companies Ordinance. (a) Listing Rules The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions. (b) Shareholders approval The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases. (c) Exercise of the Share Repurchase Mandate As at the Latest Practicable Date, there were 2,615,736,044 Shares in issue. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued or no Shares are repurchased prior to the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 261,573,604 Shares. (d) Reasons for the repurchase of Shares The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in 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 timing and the number(s), 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 prevailing. (e) Source of funds Repurchases must be made out of funds which are legally available for such purpose in accordance with the Company s memorandum and articles of association and the laws of Hong Kong. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 30 June 2012) in the event that the proposed share repurchases were to be carried out in full at anytime during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level. 17

20 APPENDIX I EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE (f) Share prices The monthly highest and lowest prices at which the Shares were traded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows: Share Prices (per Share) Highest Lowest HK$ HK$ 2011 October November December January February March April May June July August September October (up to the Latest Practicable Date) (g) Undertaking The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Hong Kong, and the memorandum and articles of association of the Company. None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their associates, currently intends to sell Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the Shareholders. No connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of Shares. 18

21 APPENDIX I EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE (h) The Takeovers Code If, as a result of a repurchase of Shares by the Company, a Shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending on the level of increase of shareholding interest, obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. According to the register required to be kept by the Company under section 336 of the SFO, as at the Latest Practicable Date, Madam Kwong Siu-hing had personal interests in 21,685 Shares and was deemed to be interested in 1,121,360,720 Shares by virtue of her being a founder and/or a beneficiary of certain discretionary trusts for the purpose of Part XV of the SFO whereas HSBC Trustee (C.I.) Limited was deemed to be interested in 1,121,364,763 Shares for the purpose of Part XV of the SFO. The 1,121,360,720 Shares in which Madam Kwong Siu-hing was deemed to be interested were the same Shares in which HSBC Trustee (C.I.) Limited was deemed to be interested and were therefore duplicated between these two substantial shareholders of the Company within the meaning of Part XV of the SFO. The interests of Madam Kwong Siu-hing and HSBC Trustee (C.I.) Limited mentioned above represented approximately 42.87% and 42.86% of the issued share capital of the Company respectively. In the event that the Directors exercise in full the power to repurchase the Shares under the Share Repurchase Mandate, the interests of both Madam Kwong Siu-hing and HSBC Trustee (C.I.) Limited in the Company will be increased to approximately 47.63% of the issued share capital of the Company, which will exceed the 2% creeper as specified in Rule 26.1 of the Takeovers Code, in which event, an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code may arise. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchases made pursuant to the Share Repurchase Mandate. In the event that the Share Repurchase Mandate is implemented in full, the number of Shares held by the public would not fall below 25% of the issued capital of the Company. (i) Shares purchased by the Company The Company did not repurchase any Shares in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise). 19

22 APPENDIX II DETAILS OF RETIRING DIRECTORS The following are the particulars of the eleven Directors proposed to be re-elected: Lui Ting, Victor BBA Deputy Managing Director (Age: 58) Mr. Lui was appointed as an Executive Director and a Deputy Managing Director of the Company with effect from 12 April 2012 and 13 July 2012 respectively. He is also a member of the Executive Committee of the Company. He has joined the Group since 1977 and is currently responsible for the sales and marketing of a number of large residential developments as well as acquisition and disposal of non-core property investment projects of the Group. He holds a Bachelor of Business Administration degree from The Chinese University of Hong Kong. As at the Latest Practicable Date, Mr. Lui had personal interests in 60,000 Shares and share options to subscribe for 100,000 Shares within the meaning of Part XV of the SFO. Mr. Lui received a fee of approximately HK$21,800 for being a Director of the Company for the period from 12 April 2012 to 30 June 2012 and other emoluments of approximately HK$16.43 million for the financial year ended 30 June Dr. Leung Nai-pang, Norman LLD, GBS, JP Independent Non-Executive Director (Age: 72) Dr. Leung was appointed as an Independent Non-Executive Director of the Company with effect from 1 July He is the executive chairman of Television Broadcasts Limited. He is also the chairman and an independent non-executive director of Transport International Holdings Limited. Dr. Leung has been active in public service for over 30 years and he served as Commissioner of the Civil Aid Service from 1993 to 2007, chairman of the Broadcasting Authority from 1997 to 2002 and council chairman of City University of Hong Kong from 1997 to He is currently the Pro-Chancellor of City University of Hong Kong and a member of the Advisory Committee on Post-office Employment for former Chief Executives and Politically Appointed Officials. As at the Latest Practicable Date, Dr. Leung had family interests in 10,000 Shares within the meaning of Part XV of the SFO. 20