THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 4)

Transcription

1 IMPORTANT THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION If you are in any doubt about this Prospectus (as defined herein) or as to the action to be taken, you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in The Wharf (Holdings) Limited (the Company ), you should at once hand this Prospectus and the accompanying PAL (as defined herein) and EAF (as defined herein) to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). A copy of each of the Rights Issue Documents (as defined herein), together with copies of the documents specified in the paragraph headed Documents delivered to the Registrar of Companies in Appendix III to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 38D of the Companies Ordinance of Hong Kong. The Registrar of Companies in Hong Kong, the Stock Exchange (as defined herein) and the SFC (as defined herein) take no responsibility as to the contents of any of the documents referred to above. You should read the whole of this Prospectus including the discussions of certain risks and other factors as set out in the section headed Warning of the risks of dealing in the Shares and the nil-paid Rights Shares. Subject to the granting of the listing of, and permission to deal in, the Rights Shares (as defined herein) (in both their nil-paid and fully-paid forms) on the Stock Exchange, as well as compliance with the stock admission requirements of HKSCC (as defined herein), the Rights Shares (in their nil-paid and fully-paid forms) will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS (as defined herein) with effect from the respective commencement dates of dealings in the Rights Shares (in their nil-paid and fully-paid forms) and you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, 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 Prospectus. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, (the U.S. Securities Act ) or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the nil-paid Rights Shares or fully-paid Rights Shares or to take up any entitlements to the nil-paid Rights Share or fully-paid Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 4) RIGHTS ISSUE OF 275,386,120 RIGHTS SHARES AT HK$36.50 EACH ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TEN EXISTING SHARES HELD ON THE RECORD DATE PAYABLE IN FULL ON ACCEPTANCE Underwriter of the Rights Issue WHEELOCK AND COMPANY LIMITED Financial Adviser to the Underwriter It should be noted that the Underwriting Agreement (as defined herein) contains provisions granting the Underwriter (as defined herein) the right to terminate its obligations as underwriter on the occurrence of certain force majeure events. If at any time between the date of the Underwriting Agreement and 5:00 p.m. on the third Business Day (as defined herein) following the Acceptance Date (as defined herein) one or more of the following events or matters (whether or not forming part of a series of events) shall occur, arise, or exist, then the Underwriter may, in addition to and without prejudice to any other remedies to which the Underwriter may be entitled, by notice in writing to the Company terminate the Underwriting Agreement forthwith: (a) the Underwriter shall become aware of the fact that, or shall have reasonable cause to believe that, any of the Warranties under the Underwriting Agreement is untrue, inaccurate, misleading or breached, and in each case the same is (in the reasonable opinion of the Underwriter) material in the context of the Rights Issue; or (b)(i) any new law or regulation is enacted, or there is any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority, whether in Hong Kong or elsewhere; (ii) there is any change in local, national or international financial, political, industrial or economic conditions; (iii) there is any change of an exceptional nature in local, national or international equity securities or currency markets; (iv) there is any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict; (v) there is any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange; (vi) there is any suspension in the trading of the Shares (as defined herein) on the Stock Exchange for a continuous period of five (5) Business Days; (vii) there is any change or development involving a prospective change in taxation or exchange controls in Hong Kong or elsewhere which will or may materially and adversely affect the Group (as defined herein) or a material proportion of the Shareholders (as defined herein) in their capacity as such, which event or events is or are in the reasonable opinion of the Underwriter: (x) likely to have a material adverse effect on the business or financial or trading position or prospects of the Company or the Group taken as a whole; or (y) likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares to be Taken Up (as defined herein); or (z) so material as to make it inappropriate, inadvisable or inexpedient to proceed further with the Rights Issue. Details of terms for the termination of the Underwriting Agreement are set out in the paragraphs headed Termination of the Underwriting Agreement on pages 7 to 8 and 22 to 23 of this Prospectus. If the Underwriting Agreement is terminated, the Rights Issue will not proceed. Dealings in the Rights Shares in their nil-paid form will take place from Tuesday, 1 March 2011 to Tuesday, 8 March 2011 (both days inclusive). The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated. If the condition of the Rights Issue is not fulfilled, the Rights Issue will not proceed. Any person dealing in the Shares or nil-paid Rights Shares up to the date on which the condition of the Rights Issue is fulfilled will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares or Rights Shares in their nil-paid form, and if they are in any doubt about their position, they are recommended to consult their professional advisers. The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 11 March The procedures for acceptance and transfer of the Rights Shares are set out on page 19 to 20 of this Prospectus. 25 February 2011

2 FORWARD-LOOKING STATEMENTS All statements in this Prospectus other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as might, may, could, would, will, expect, intend, estimate, believe, plan, seek, continue, illustration, projection or similar expressions and the negative thereof. Forward-looking statements in this Prospectus include, without limitation, statements in respect of the Group s business strategies, product offerings, market position, competition, financial prospects, performance, liquidity and capital resources, as well as statements regarding trends in the relevant industries and markets in which the Group operates, technological advances, financial and economic developments, legal and regulatory changes and their interpretation and enforcement. The forward-looking statements in this Prospectus are based on management s present expectations about future events. Management s present expectations reflect numerous assumptions regarding the Group s strategy, operations, industry, developments in the credit and other financial markets and trading environment. By their nature, they are subject to known and unknown risks and uncertainties, which could cause actual results and future events to differ materially from those implied or expressed by forward-looking statements. Should one or more of these risks or uncertainties materialise, or should any assumptions underlying forward-looking statements prove to be incorrect, the Group s actual results could differ materially from those expressed or implied by forward-looking statements. Additional risks not known to the Group or that the Group does not currently consider material could also cause the events and trends discussed in this Prospectus not to occur, and the estimates, illustrations and projections of financial performance not to be realised. Prospective investors are cautioned that forward-looking statements speak only as at the date of publication of this Prospectus. Except as required by applicable law, the Group does not undertake, and expressly disclaims, any duty to revise any forward-looking statement in this Prospectus, be it as a result of new information, future events or otherwise. i

3 CONTENTS Page DEFINITIONS... 1 EXPECTED TIMETABLE... 5 TERMINATION OF THE UNDERWRITING AGREEMENT... 7 SUMMARY OF THE RIGHTS ISSUE... 9 LETTER FROM THE BOARD Introduction Rights Issue Irrevocable Undertakings Underwriting arrangement Shareholding structure Warning of the risks of dealing in the Shares and the nil-paid Rights Shares Reasons for the Rights Issue and use of proceeds Financial and trading prospects of the Group Fund raising by the Company in the past twelve months Taxation Shareholders approval not required Additional information APPENDIX I FINANCIAL INFORMATION OF THE GROUP APPENDIX II PRO FORMA FINANCIAL INFORMATION OF THE GROUP APPENDIX III GENERAL INFORMATION ii

4 DEFINITIONS In this Prospectus, unless the context otherwise requires, capitalised terms used shall have the following meanings: Acceptance Date Announcement Associate(s)/associate(s) Board Friday, 11 March 2011, being the last day for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares, or such other date as the Company and the Underwriter may agree in writing the joint announcement of the Company and Wheelock dated Thursday, 10 February 2011 in relation to the Rights Issue shall have the meaning as ascribed to it under the Listing Rules the board of Directors Business Day a day (excluding Saturdays) on which banks are generally open for business in Hong Kong CCASS the Central Clearing and Settlement System established and operated by HKSCC Company The Wharf (Holdings) Limited (stock code: 4), a 50.02%-owned subsidiary of Wheelock incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange Companies Ordinance Directors EAF(s) Excluded Shareholder(s) Group the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as amended or supplemented from time to time directors of the Company application form(s) for excess Rights Shares those Overseas Shareholder(s) whom the Directors, after making reasonable enquiries, consider it necessary or expedient to exclude on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place in which the Shareholder(s) reside (i.e. places including Australia, Canada, the Channel Islands, Gibraltar, Indonesia, Ireland, New Zealand, the Philippines, Portugal, Switzerland, Taiwan, the United Kingdom and the United States) the Company and its subsidiaries 1

5 DEFINITIONS HKSCC Hong Kong Hong Kong Securities Clearing Company Limited the Hong Kong Special Administrative Region of the PRC Irrevocable Undertakings the irrevocable undertaking letter dated Thursday, 10 February 2011 executed by WFIP, Lynchpin, Mr. Stephen Ng and Mr. T. Y. Ng in favour of the Company and the Underwriter Last Trading Day Latest Practicable Date Listing Committee Listing Rules Lynchpin Mr. Stephen Ng Mr. T. Y. Ng Thursday, 10 February 2011, being the last trading day of the Shares on the Stock Exchange prior to the Announcement Friday, 18 February 2011, being the latest practicable date prior to the printing of this Prospectus for the purpose of ascertaining certain information in this Prospectus has the meaning ascribed thereto in the Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Lynchpin Limited, a company incorporated in the British Virgin Islands, an indirect wholly-owned subsidiary of Wheelock and a direct substantial Shareholder of the Company Mr. Stephen T. H. Ng, who is a Director and a director of Wheelock Mr. T. Y. Ng, who is a Director Overseas Shareholders the Shareholder(s) whose name(s) appeared on the register of members of the Company at 5:00 p.m. on the Record Date and whose registered address(es) as shown on such register were outside Hong Kong PAL(s) Posting Date PRC Prospectus provisional allotment letter(s) for the Rights Shares Friday, 25 February 2011 or such other date as the Underwriter may agree in writing with the Company for the despatch of the Rights Issue Documents the People s Republic of China this prospectus issued by the Company in relation to the Rights Issue 2

6 DEFINITIONS Qualifying Shareholder(s) the Shareholder(s), excluding Excluded Shareholders, whose name(s) appeared on the register of members of the Company as at 5:00 p.m. on the Record Date Record Date Thursday, 24 February 2011, the record date for the determination of the entitlements of the Qualifying Shareholders for the Rights Issue Registrar Tricor Tengis Limited, the share registrar of the Company, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong Rights Issue the proposed issue of 275,386,120 Rights Shares at the Subscription Price on the basis of one Rights Share for every ten existing Shares held on the Record Date payable in full on acceptance Rights Issue Documents the Prospectus, PAL and EAF to be issued by the Company in relation to the Rights Issue Rights Share(s) SFC SFO Share(s) Shareholder(s) Stock Exchange Subscription Price Taken Up or take up or taking up trading day(s) Underwriter 275,386,120 new Share(s) to be allotted and issued by the Company under the Rights Issue the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time ordinary share(s) of HK$1.00 each in the share capital of the Company holder(s) of the Shares The Stock Exchange of Hong Kong Limited HK$36.50 per Rights Share those Underwritten Shares in respect of which the relevant PALs and/or EAFs have been lodged accompanied by cheques or other remittances for the full amount payable in respect thereof day(s) on which the Stock Exchange is open for trading Wheelock, being the underwriter of the Rights Issue 3

7 DEFINITIONS Underwriting Agreement the underwriting agreement entered into between the Company and the Underwriter on Thursday, 10 February 2011 in relation to the underwriting and other arrangements in respect of the Rights Issue Underwritten Shares 137,539,818 Rights Shares fully underwritten by the Underwriter on and subject to terms and conditions as set out in the Underwriting Agreement Warranties/warranties the representations, warranties and undertakings contained in the Underwriting Agreement WFIP WF Investment Partners Limited, a company incorporated in the British Virgin Islands, a direct wholly-owned subsidiary of Wheelock and the direct controlling Shareholder of the Company Wheelock Wheelock and Company Limited (stock code: 20), a company incorporated in Hong Kong with limited liability and whose shares are listed on the Stock Exchange HK$ Hong Kong dollar, the lawful currency of Hong Kong % per cent. 4

8 Set out below is an indicative timetable for the implementation of the Rights Issue. The timetable below is indicative only and is subject to change as agreed by the Company and the Underwriter pursuant to the Underwriting Agreement. The Company will notify Shareholders of any change to the expected timetable as and when appropriate. (Note 1) Event Date 2011 Record Date... Thursday, 24 February Despatch of the Rights Issue Documents... Friday, 25 February First day of dealings in nil-paid Rights Shares... Tuesday, 1 March Latest time for splitting nil-paid Rights Shares... 4:30 p.m. on Thursday, 3 March Last day of dealings in nil-paid Rights Shares... Tuesday, 8 March Latest time for acceptance of, and payment for, the Rights Shares and application and payment for excess Rights Shares (Notes 2 and 3)... 4:00 p.m. on Friday, 11 March Latest time for termination of the Underwriting Agreement... 5:00 p.m. on Wednesday, 16 March Rights Issue becomes unconditional after... 5:00 p.m. on Wednesday, 16 March Announcement of results of the Rights Issue to be published on the websites of the Stock Exchange and the Company on or before... Friday, 18 March Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares expected to be despatched on or before... Friday, 18 March Certificates for the fully-paid Rights Shares expected to be despatched on or before... Friday, 18 March Dealings in fully-paid Rights Shares on the Stock Exchange to commence on... 9:00 a.m. on Tuesday, 22 March Notes: EXPECTED TIMETABLE 1. All times and dates in this Prospectus refer to Hong Kong local time and dates. 2. The latest time for acceptance of and payment for Rights Shares shall not take place at 4:00 p.m. on Friday, 11 March 2011 if there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning: (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Friday, 11 March 2011 (in which case the latest time for acceptance of and payment for the Rights Shares will be extended to 5:00 p.m. on the same Business Day); or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Friday, 11 March 2011 (in which case the 5

9 EXPECTED TIMETABLE latest time for acceptance of and payment for the Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.). 3. If the latest time for acceptance of and payment for the Rights Shares does not take place on Friday, 11 March 2011, the dates mentioned in this expected timetable may be affected. The Company will notify Shareholders by way of announcements on any change to the expected timetable as and when appropriate. 6

10 TERMINATION OF THE UNDERWRITING AGREEMENT It should be noted that the Underwriting Agreement contains provisions entitling the Underwriter, by notice in writing, to terminate its obligations thereunder on the occurrence of certain events. If at any time on or before 5:00 p.m. on the third Business Day following the Acceptance Date, one or more of the following events or matters (whether or not forming part of a series of events) shall occur, arise or exist: (a) the Underwriter shall become aware of the fact that, or shall have reasonable cause to believe that, any of the Warranties under the Underwriting Agreement is untrue, inaccurate, misleading or breached, and in each case the same is (in the reasonable opinion of the Underwriter) material in the context of the Rights Issue; or (b) (i) any new law or regulation is enacted, or there is any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority, whether in Hong Kong or elsewhere; (ii) there is any change in local, national or international financial, political, industrial or economic conditions; (iii) there is any change of an exceptional nature in local, national or international equity securities or currency markets; (iv) there is any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict; (v) there is any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange; (vi) there is any suspension in the trading of the Shares on the Stock Exchange for a continuous period of five (5) Business Days; (vii) there is any change or development involving a prospective change in taxation or exchange controls in Hong Kong or elsewhere which will or may materially and adversely affect the Group or a material proportion of the Shareholders in their capacity as such, which event or events is or are in the reasonable opinion of the Underwriter: (x) (y) (z) likely to have a material adverse effect on the business or financial or trading position or prospects of the Company or the Group taken as a whole; or likely to have a material adverse effect on the success of the Rights Issue or the level of Rights Shares to be Taken Up; or so material as to make it inappropriate, inadvisable or inexpedient to proceed further with the Rights Issue, 7

11 TERMINATION OF THE UNDERWRITING AGREEMENT then and in such case the Underwriter may by notice in writing given to the Company on or before 5:00 p.m. on the third Business Day after the Acceptance Date for the provisional allotment terminate the Underwriting Agreement and thereupon all obligations of the Underwriter thereunder will cease and determine and no party shall, save for reimbursement of the Underwriter s expenses by the Company or save as provided in the Underwriting Agreement, have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement and the Rights Issue will not proceed. It should also be noted that the existing Shares have been dealt in on an ex-rights basis from Monday, 21 February 2011 and that the Rights Shares will be dealt in in their nil-paid form from Tuesday, 1 March 2011 to Tuesday, 8 March 2011 (both days inclusive). Such dealings will take place during a period when the condition to which the Rights Issue is subject remain unfulfilled. Any persons dealing in the existing Shares during the period up to the date on which the condition to which the Rights Issue is subject is to be fulfilled, and any persons dealing in the Rights Shares in their nil-paid form during the period from Tuesday, 1 March 2011 to Tuesday, 8 March 2011 (being the first and last days of dealings in the nil-paid Rights Shares respectively), will accordingly bear the risk that the Rights Issue may not become unconditional and may not therefore proceed. Any persons dealing in the existing Shares and/or the Rights Shares in their nil-paid form during such period who are in any doubt about their position are recommended to consult their stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. 8

12 SUMMARY OF THE RIGHTS ISSUE The following information is derived from, and should be read in conjunction with and subject to the full text of, this Prospectus: Basis of the Rights Issue Number of Rights Shares to be issued Subscription Price and Acceptance Date Amount to be raised Status of the Rights Shares Right to make excess applications One Rights Share for every ten existing Shares held at 5:00 p.m. on the Record Date 275,386,120 Rights Shares HK$36.50 per Rights Share payable in full on acceptance at or prior to 4:00 p.m. on Friday, 11 March 2011 Approximately HK$10,052 million from the Rights Shares, before expenses The Rights Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the then existing Shares in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the Rights Shares Qualifying Shareholders only will have the right to apply for Rights Shares in excess of their provisional allotments Excluded Shareholders Rights Shares which represent entitlements of Excluded Shareholders will be sold for their benefit in the market, in nil-paid form, as soon as reasonably practicable after dealings in the nil-paid Rights Shares commence, if a premium, net of expenses, can be obtained. The proceeds of the sale, less expenses, will be paid to such Excluded Shareholders pro rata to their shareholdings as at 5:00 p.m. on the Record Date in Hong Kong dollars, except that any individual amount of less than HK$100 will be retained for the benefit of the Company. Any such entitlements not sold in the market will be made available for application by Qualifying Shareholders under the excess applications 9

13 SUMMARY OF THE RIGHTS ISSUE Subscription by WFIP WFIP has irrevocably undertaken under the Irrevocable Undertakings to take up, or procure the taking up, in full of the entitlement under the Rights Issue relating to the Shares beneficially-owned by it amounting to 118,365,230 Rights Shares Subscription by Lynchpin Subscription by Mr. Stephen Ng Subscription by Mr. T. Y. Ng Underwriter and Number of Underwritten Shares Lynchpin has irrevocably undertaken under the Irrevocable Undertakings to take up, or procure the taking up, in full of the entitlement under the Rights Issue relating to the Shares beneficially-owned by it amounting to 19,387,915 Rights Shares Mr. Stephen Ng has irrevocably undertaken under the Irrevocable Undertakings to take up, or procure the taking up, in full of the entitlement under the Rights Issue relating to the Shares beneficially-owned by him amounting to 73,131 Rights Shares Mr. T. Y. Ng has irrevocably undertaken under the Irrevocable Undertakings to take up, or procure the taking up, in full of the entitlement under the Rights Issue relating to the Shares beneficially-owned by him amounting to 20,026 Rights Shares Wheelock; 137,539,818 Rights Shares 10

14 LETTER FROM THE BOARD THE WHARF (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 4) Directors: Mr. Peter K. C. Woo, GBS, JP (Chairman) Mr. Stephen T. H. Ng (Deputy Chairman & Managing Director) Ms. Doreen Y. F. Lee (Executive Director) Mr.T.Y.Ng(Executive Director) Mr. Paul Y. C. Tsui (Executive Director & Group Chief Financial Officer) Hon. Paul M. P. Chan, JP* 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. James E. Thompson, GBS* Registered Office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong (* Independent Non-executive Directors) 25 February 2011 To the Qualifying Shareholders and, for information only, the Excluded Shareholders Dear Sir or Madam, RIGHTS ISSUE OF 275,386,120 RIGHTS SHARES AT HK$36.50 EACH ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TEN EXISTING SHARES HELD ON THE RECORD DATE PAYABLE IN FULL ON ACCEPTANCE INTRODUCTION In the Announcement, the Company proposed to raise not less than approximately HK$10,052 million before expenses by way of the Rights Issue pursuant to which 275,386,120 Rights Shares will be issued to the Qualifying Shareholders at the subscription price of HK$36.50 per Rights Share. The Company has provisionally allotted one nil-paid Rights Share for every ten existing Shares held by the Qualifying Shareholders at 5:00 p.m. on the Record Date. The Rights Issue is not available to Excluded Shareholders. 11

15 The Rights Issue is subject to the Underwriting Agreement becoming unconditional and not being terminated on the occurrence of certain events including force majeure. The purpose of this Prospectus is to provide you with further information regarding the Rights Issue, including information on dealings, transfer and application, and financial information and other information of the Group. The Company considers that the terms of the Rights Issue, including the Subscription Price, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. RIGHTS ISSUE Rights Shares Pursuant to the Rights Issue, 275,386,120 nil-paid Rights Shares have been provisionally allotted, representing 10% of the existing issued share capital of the Company and approximately 9.09% of the issued share capital of the Company as enlarged by the issue of the Rights Shares. As at the Latest Practicable Date, the Group had no outstanding convertible securities, options (whether agreed conditionally or unconditionally) or warrants in issue which would otherwise confer any right to subscribe for, convert or exchange into the existing Shares. Qualifying Shareholders LETTER FROM THE BOARD The Company will send the Rights Issue Documents to the Qualifying Shareholders only. To qualify for the Rights Issue, a Shareholder must: (i) (ii) have been registered as a member of the Company at 5:00 p.m. on the Record Date; and have had on the register of members of the Company at 5:00 p.m. on the Record Date either an address in Hong Kong or an overseas address which is not in a jurisdiction which, in the Directors opinion, after making reasonable enquiries, it is necessary or expedient to exclude from the Rights Issue on account either of the legal restrictions under the laws in the relevant place or the requirements of the relevant regulatory body or stock exchange in that place. The Company has obtained advice from legal advisers in the PRC, France, India, the Isle of Man, Macau, Malaysia, Singapore and Thailand that no legal or regulatory compliance is required to be made in these jurisdictions. Accordingly, the Rights Issue will be extended to the Overseas Shareholders with addresses in these jurisdictions. The Company will, to the extent reasonably practicable, send copies of this Prospectus to the Excluded Shareholders for their information only, but the Company will not send any PALs or EAFs to Excluded Shareholders. 12

16 LETTER FROM THE BOARD Excluded Shareholders The Rights Issue Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. No provisional allotment of Rights Shares has been made to Shareholders with addresses outside Hong Kong where the Directors consider, after making reasonable enquiries, such exclusion to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place. Excluded Shareholders have been sent a copy of this Prospectus for their information only and this document will not constitute an offer or invitation to such persons to subscribe for or purchase Rights Shares. No action (including registration under any applicable legislation of any territory or jurisdiction other than Hong Kong) will be taken to permit the offering of the Rights Shares or the distribution of any Rights Issue Document in any territory or jurisdiction outside of Hong Kong unless the Directors consider that making the Rights Issue to them is permitted under the laws of such jurisdiction. Based on the register of members of the Company as at the Latest Practicable Date, the Company had Overseas Shareholders with addresses outside Hong Kong, holding in aggregate approximately 2,568,652 Shares representing less than approximately 0.09% of the entire issued share capital of the Company. Pursuant to Rule 13.36(2)(a) of the Listing Rules, the Board has made enquiries regarding the legal restrictions under the applicable securities legislation of the relevant overseas jurisdictions and the requirements of the relevant regulatory body or stock exchange with respect to the offer of the Rights Shares to such Overseas Shareholders. The Company has obtained advice from legal advisers in Australia, Canada, the Channel Islands, Gibraltar, Indonesia, Ireland, New Zealand, the Philippines, Portugal, Switzerland, Taiwan, the United Kingdom and the United States. The Directors, having made reasonable enquiries under the laws of the these jurisdictions, are of the view that the extension of the Rights Issue to the Excluded Shareholders would or might, in the absence of compliance with relevant registration or other special formalities in these jurisdictions, be unlawful or impracticable, and compliance with the registration and other special formalities in these jurisdictions could be both costly and time-consuming, and therefore inexpedient to do so. Accordingly, in view of the likely costs and time involved if overseas compliance was to be observed, and the insignificant shareholdings of the Excluded Shareholders, the costs of overseas compliance would outweight the benefits which the Company and its Shareholders as a whole would receive by including the Excluded Shareholders in the Rights Issue. Accordingly, the Rights Issue will not be extended to any Excluded Shareholder. Receipt of a copy of any Rights Issue Document does not and will not constitute an offer to the Excluded Shareholders or any other persons in any territories in which it would be unlawful to make an offer, and in such circumstances any Rights Issue Document is or will be sent for information only. It is the responsibility of any person (including, without limitation, nominees, agents and trustees) receiving a copy of any Rights Issue Document outside (or on behalf of an investor who is outside) Hong Kong and wishing to take up Rights Shares under the Rights Issue to satisfy himself/herself/itself as to the full observance of the laws of the relevant territory including the obtaining of any governmental 13

17 LETTER FROM THE BOARD or other consents which may be required for observing any other formalities needed to be observed in such territory or jurisdiction, and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. Any acceptance by any person will be deemed to constitute a representation and warranty from such person to the Company that these laws and requirements have been complied with. If you are in any doubt as to your position, you should consult your professional advisers. Persons (including, without limitation, nominees, agents and trustees) receiving any Rights Issue Document should not distribute or send it in or into any territory or jurisdiction where to do so would or might contravene local securities laws or regulations. If a PAL and/or an EAF is received by any person in any such territory or jurisdiction or by the agent or nominee of such a person, he must not seek to take up Rights Shares, or renounce such PAL and/or an EAF except with the express agreement of the Company. Any person who does forward a PAL and/or an EAF into any such territory or jurisdiction, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this section. The Company reserves the right to treat as invalid any purported acceptance of the allotment of Rights Shares comprised in a PAL and/or an EAF or to refuse to register any purported renunciation of the rights represented thereby if it appears to the Company or its agents that acceptance of such allotment or renunciation or the registration of such renunciation may involve a breach of the laws or regulations of any territory or jurisdiction or if in respect thereof the Shareholder or its agent has not given the declaration set out in the PAL and/or an EAF in respect of such matters. The Company nonetheless also reserves the right to make Rights Shares, the PALs and/or EAFs available to the Excluded Shareholders and to permit the Excluded Shareholders to transfer rights notwithstanding any statement contained in this document, if the Company deems it appropriate to do so. Receipt of this Prospectus and/or a PAL and/or an EAF or the crediting of Rights Share(s) in nil-paid form to a stock account in CCASS does not and will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus and/or a PAL and/or an EAF must be treated as sent for information only and should not be copied or redistributed. Persons (including, without limitation, custodians, nominees and trustees) who receive a copy of this Prospectus and/ or a PAL and/or an EAF or whose stock account in CCASS is credited with Rights Share(s) in nil-paid form should not, in connection with the Rights Issue, distribute or send the same in, into or from, or transfer Rights Share(s) in nil-paid form to any investors in jurisdictions where it would be illegal to offer the Rights Shares. If a PAL or EAF or a credit of Rights Share(s) in nil-paid form in CCASS is received by any investor in a jurisdiction where it is illegal to offer the Rights Shares, or by his/her/its agent or nominee, he/she/it should not seek to take up the rights referred to in the PAL or transfer the PAL (or apply for any excess Rights Shares under the EAF) or transfer the Rights Share(s) in nil-paid form in CCASS unless the Company determines that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, nominees and trustees) who does forward this Prospectus or a PAL or an EAF to any 14

18 investor in a jurisdiction where it is illegal to offer the RIghts Shares (whether under a contractual or legal obligation or otherwise) should draw the recipient s attention to the contents of this section. Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Excluded Shareholders to be sold on the Stock Exchange in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence if a premium (net of expenses) can be obtained. The Company will distribute to the Excluded Shareholders the proceeds of such sale, less expenses, of HK$100 or more pro rata to their shareholdings as at 5:00 pm on the Record Date in Hong Kong dollars, except that a sum due to any Excluded Shareholder of less than HK$100 will not be distributed but will be retained, along with the proceeds of the sale of fractional entitlements, by the Company for its own use and benefit. In the event that such Rights Shares are not sold on the Stock Exchange, they will become part of the excess Rights Shares available for application by the Qualifying Shareholders. With respect to investors in jurisdictions where it would be illegal to offer the Rights Shares and whose interests in Shares are held through CCASS, their nominees, custodians or other intermediaries may sell, on such Excluded Shareholders behalf, their entitlements to the Rights Share in nil-paid form in compliance with applicable securities laws and distribute the proceeds thereof as appropriate. It is the responsibility of any person (including but not limited to nominee, agent and trustee) outside Hong Kong wishing to accept (or to instruct the registered owner to accept) the offer of the Rights Shares to satisfy himself/herself/itself as to the full observance of the laws and regulations of the relevant territory or jurisdiction, including the obtaining of any governmental or other consents and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection herewith. Any acceptance of (or the giving of instructions to a registered owner to accept) the offer of the Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. Shareholders should consult their professional advisers if in doubt. If any overseas Shareholders with registered addresses in, or overseas investors whose Shares are registered in the names of nominees, agents or trustees whose registered addresses are in, Hong Kong are in doubt as to their entitlements to the Rights Shares, they should consult their professional advisers. Subscription Price The subscription price under the Rights Issue is HK$36.50 per Rights Share, payable in full when a Qualifying Shareholder accepts the relevant provisional allotment of Rights Shares or applies for excess Rights Shares or when a renouncee of any provisional allotment of Rights Shares or a transferee of nil-paid Rights Shares applies for the Rights Shares. The Subscription Price represents: LETTER FROM THE BOARD 15

19 LETTER FROM THE BOARD (i) a discount of approximately 31% to the closing price of HK$53.05 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 29% to the theoretical ex-rights price of approximately HK$51.55 based on the closing price of HK$53.05 per Share as quoted on the Stock Exchange on the Last Trading Day; (iii) (iv) (v) (vi) a discount of approximately 35% to the average closing price of approximately HK$56.28 per Share as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day; a discount of approximately 37% to the average closing price of approximately HK$58.29 per Share as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day; a discount of approximately 39% to the average closing price of approximately HK$60.02 per Share as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the Last Trading Day; and a discount of approximately 33% to the closing price of HK$54.75 per Share as quoted on the Stock Exchange as at the Latest Practicable Date. The subscription price for the Rights Issue was arrived at by the Board with reference to the market price of the Shares under the prevailing market conditions at the time the Rights Issue was announced. The Directors consider the terms of the Rights Issue to be fair and reasonable, and in the best interests of the Group and the Shareholders as a whole. Basis of provisional allotments One Rights Share (in nil-paid form) for every ten existing Shares held by Qualifying Shareholders as at 5:00 p.m. on the Record Date. Status of the Rights Shares The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the then existing Shares in issue and holders of such Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the Rights Shares. Fractions of Rights Shares The Company has not provisionally allotted fractions of the Rights Shares in nil-paid form nor will it accept any application for any fraction of the Rights Shares. All fractions of Rights Shares will be aggregated and all nil-paid Rights Shares arising from such aggregation will be sold in the market for the benefit of the Company, if a premium net of expenses can be achieved. Any unsold fractions of Rights Shares will be available to meet excess applications by the Qualifying Shareholders. 16

20 Application for excess Rights Shares LETTER FROM THE BOARD Qualifying Shareholders shall be entitled to apply for any unsold entitlements of Excluded Shareholders, any unsold Rights Shares created by adding together fractions of Rights Shares and any Rights Shares provisionally allotted but not accepted by Qualifying Shareholders. Application may be made only by Qualifying Shareholders and only by completing an EAF and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Board will allocate the excess Rights Shares based on a sliding scale with reference to the number of the excess Rights Shares applied for by Qualifying Shareholders in pre-determined categories (i.e. Qualifying Shareholders belonging to pre-determined categories consisting of applications for a smaller number of Rights Shares will be allocated with a higher percentage of the excess Rights Shares they have applied for but will receive a lesser number of Rights Shares; whereas Qualifying Shareholders belonging to pre-determined categories consisting of applications for a larger number of Rights Shares will be allocated with a smaller percentage of the excess Rights Shares they have applied for but will receive a higher number of Rights Shares) and with the possibility of involving balloting which means some Qualifying Shareholders belonging to certain pre-determined categories may be allotted with more excess Rights Shares than others and those Qualifying Shareholders who are unsuccessful in the ballot may not receive any excess Rights Shares. Based on these, the Board consider the allocation basis in respect of the excess Rights Shares to be fair and reasonable. The Board will not give preference to topping-up odd lots to whole board lots in allocating excess Rights Shares. Investors with their Shares held by a nominee (or which are held in CCASS) should note that the Directors will regard the nominee (including HKSCC) as a single Shareholder according to the register of members of the Company. Accordingly, investors whose Shares are registered in the name of a nominee (or which are held in CCASS) should note that the aforesaid arrangement in relation to the allocation of excess Rights Shares will not be extended to them individually. Investors with their Shares held by a nominee (or which are held in CCASS) are advised to consider whether they would like to arrange for the registration of the relevant Shares in their own names prior to the Record Date. Investors whose Shares are held by a nominee (or which are held in CCASS) and who would like to have their names registered on the register of members of the Company, must have lodged all necessary documents with the Company s share registrar, Tricor Tengis Limited, at 26/F Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong, by 4:30 p.m. on Tuesday, 22 February 2011 (the register of members of the Company has been closed from Wednesday, 23 February 2011 to Thursday, 24 February 2011, both days inclusive). All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, and cashier s orders must be issued by, a bank in Hong Kong and made payable to The Wharf (Holdings) Limited Excess Application Account and crossed Account Payee Only. All cheques and cashier s orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and lodgment of an EAF together with a cheque or cashier s order in payment for the excess Rights Shares applied for will constitute a warranty by the 17

21 applicant that the cheque or cashier s order will be honoured on first presentation. Any EAF in respect of which the accompanying cheque or cashier s order is dishonoured on first presentation is liable to be rejected. If no excess Rights Shares are allotted to you, the amount tendered on application by you is expected to be refunded in full without interest by means of cheque(s) despatched by ordinary post to your registered address at your own risk on or before Friday, 18 March If the number of excess Rights Shares allotted to you is less than the number applied for, the surplus application monies are also expected to be returned to you without interest by means of cheque(s) despatched by ordinary post to your registered address at your own risk on or before Friday, 18 March If the condition of the Rights Issue mentioned in the paragraphs headed Conditions of the Rights Issue and the Underwriting Agreement in this letter from the Board is not fulfilled, the monies received in respect of applications for excess Rights Shares will be returned to the applicants without interest by means of cheque(s) despatched by ordinary post at the risk of such applicants on or before Friday, 18 March Certificates and Refund Cheques for Rights Shares Subject to the fulfillment of the condition of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted by ordinary mail by Friday, 18 March 2011 to those Qualifying Shareholders who have accepted and (where applicable) applied for, and paid for the Rights Shares, at their own risk. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted to the applicants by ordinary post at their own risk on or before Friday, 18 March Application for Listing and Dealings LETTER FROM THE BOARD The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 1,000 (as the Shares are currently traded on the Stock Exchange in board lots of 1,000). Dealings in nil-paid and fully-paid Rights Shares will be subject to the payment of stamp duty, Stock Exchange trading fee, SFC transaction levy and other applicable fees and charges in Hong Kong. No part of the share capital of the Company in issue or for which listing or permission to deal is being or is proposed to be sought is listed or dealt in on any other stock exchange. Rights Shares will be eligible for admission into CCASS Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of 18