THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this Scheme Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional advisor. If you have sold or otherwise transferred all your shares in WPL, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Company Limited, Hong Kong Securities Clearing Company Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document. WHEELOCK PROPERTIES WHEELOCK AND COMPANY LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 20 WHEELOCK PROPERTIES LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 49 PROPOSED PRIVATISATION OF WHEELOCK PROPERTIES LIMITED BY WHEELOCK AND COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE) AT THE CANCELLATION PRICE OF HK$13.00 PER SCHEME SHARE Financial Advisor to Wheelock and Company Limited Independent Financial Advisor to the Independent Board Committee of Wheelock Properties Limited SOMERLEY LIMITED A letter from the Board is set out on pages 10 to 16 of this Scheme Document. The Explanatory Statement is set out on pages 50 to 68 of this Scheme Document. A letter from the Independent Board Committee containing its advice to the Independent Shareholders in relation to the Proposal is set out on page 17 of this Scheme Document. A letter from Somerley containing its advice to the Independent Board Committee in relation to the Proposal is set out on pages 18 to 49 of this Scheme Document. The actions to be taken by the Independent Shareholders are set out on pages i to iii of this Scheme Document. Notices convening the Court Meeting and the EGM to be held at 10:00 a.m. and 10:30 a.m. (or immediately after the conclusion or adjournment of the Court Meeting) respectively on Thursday, 24 June 2010 at Centenary Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong are set out on pages 202 to 203 and 204 to 206 of this Scheme Document, respectively. Whether or not you are able to attend any of the Meetings in person, if you are an Independent Shareholder, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and, if you are a Shareholder, the white form of proxy in respect of the EGM in accordance with the instructions printed respectively on them, and to deposit them at the office of the Registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong as soon as possible and in any case not later than the respective times stated under the section headed Actions to be Taken set out on pages i to iii of this Scheme Document. This Scheme Document is issued jointly by WPL and Wheelock. In case of inconsistency, the English language text of this Scheme Document shall prevail over the Chinese language text. 19 May 2010

2 ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY SHAREHOLDERS A pink form of proxy in respect of the Court Meeting and a white form of proxy in respect of the EGM are enclosed with this Scheme Document. Whether or not you are able to attend the Court Meeting and/or the EGM in person, if you are an Independent Shareholder, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting, and if you are a Shareholder, you are strongly encouraged to complete and sign the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed respectively on them and deposit them, together with the power of attorney or other authority (if any), with the Registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong, as soon as possible, but in any case not later than the following respective times. In order to be valid, the pink form of proxy for use at the Court Meeting should be deposited with the Registrar not later than 10:00 a.m on Tuesday, 22 June In order to be valid, the white form of proxy for use at the EGM must be deposited with the Registrar not later than 10:30 a.m on Tuesday, 22 June The completion and return of a form of proxy for each of the Court Meeting or the EGM will not preclude you from attending and voting in person at the Court Meeting or the EGM. In such event, the returned form of proxy will be deemed to have been revoked. If you do not appoint a proxy and you do not attend and vote at the Court Meeting and/or the EGM, you will still be bound by the outcome of such Court Meeting and/or EGM. You are therefore strongly urged to attend and vote at the Court Meeting and/or the EGM in person or by proxy. Voting at the Court Meeting and the EGM will be taken by poll as required under the Listing Rules and the Takeovers Code. If a Registered Owner or Beneficial Owner in Hong Kong has questions concerning administrative matters, such as dates, documentation and procedures relating to the Proposal, please call the Registrar of WPL, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong at (852) (general line) between 9:00 a.m. and 6:00 p.m. Monday to Friday. This helpline cannot and will not provide advice on the merits of the Proposal or the Scheme or give financial or legal advice. For the purpose of determining the entitlements of Independent Shareholders to attend and vote at the Court Meeting and Shareholders to attend and vote at the EGM, the register of members of WPL will be closed from Tuesday, 22 June 2010 to Thursday, 24 June 2010 (both days inclusive) and during such period no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting and the EGM, all transfers accompanied by the relevant Share certificates must be lodged with Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong before 4:30 p.m. on Monday, 21 June i

3 ACTIONS TO BE TAKEN An announcement will be made by WPL in relation to the results of the Court Meeting and the EGM. If all the resolutions are passed at those meetings, further announcement(s) will be made in relation to the results of the hearing of the petition for the sanction of the Scheme by the High Court, the Effective Date and the date of withdrawal of the listing of the Shares from the Stock Exchange. ACTIONS TO BE TAKEN BY BENEFICIAL OWNERS WHOSE SHARES ARE HELD BY A REGISTERED OWNER OR DEPOSITED IN CCASS No person shall be recognised by WPL as holding any Shares on trust. If you are a Beneficial Owner whose Shares are registered in the name of a nominee, trustee, depository or any other authorised custodian or third party, you should contact such Registered Owner to give instructions to and/or to make arrangements with such Registered Owner as to the manner in which the Shares beneficially owned by you should be voted at the Court Meeting and/or the EGM. If you are a Beneficial Owner who wishes to attend the Court Meeting and/or the EGM personally, you should contact the Registered Owner directly to make the appropriate arrangements with the Registered Owner to enable you to attend and vote at the Court Meeting and/or the EGM and for such purpose the Registered Owner may appoint you as its proxy. Alternatively, if you are a Beneficial Owner who wishes to attend the Court Meeting and/or the EGM personally, you may arrange for some or all of your Shares to be transferred into your own name. The appointment of a proxy by the Registered Owner at the relevant Court Meeting and/or the EGM shall be in accordance with all relevant provisions in the articles of association of WPL. In the case of the appointment of a proxy by the Registered Owner, the relevant forms of proxy shall be completed and signed by the Registered Owner and shall be lodged in the manner and before the latest time for lodging the relevant forms of proxy as more particularly set out in this Scheme Document. The completion and return of a form of proxy for the Court Meeting and/or the EGM will not preclude the Registered Owner from attending and voting in person at the Court Meeting or the EGM. In such event, the returned form of proxy will be deemed to have been revoked. If you are a Beneficial Owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees, you must, unless you are a person admitted to participate in CCASS as an Investor Participant, contact your broker, custodian, nominee or other relevant person who is, or has in turn deposited such Shares with, a CCASS participant regarding voting instructions to be given to such persons, or alternatively to arrange for some or all of such Shares to be withdrawn from CCASS and transferred into your own name, if you wish to vote in respect of the Scheme. The procedure for voting in respect of the Scheme by the Investor Participants and the Other CCASS Participants with ii

4 ACTIONS TO BE TAKEN respect to Shares registered under the name of HKSCC Nominees shall be in accordance with the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. iii

5 CONTENTS Page ACTIONS TO BE TAKEN.... i DEFINITIONS... 1 EXPECTED TIMETABLE... 7 LETTER FROM THE BOARD LETTER FROM THE INDEPENDENT BOARD COMMITTEE LETTER FROM SOMERLEY EXPLANATORY STATEMENT INTRODUCTION SUMMARY OF THE PROPOSAL CONDITIONS OF THE PROPOSAL AND THE SCHEME REASONS FOR AND BENEFITS OF THE PROPOSAL AND THE SCHEME FUTURE INTENTIONS OF WHEELOCK COMPARISONS OF VALUE SCHEME OF ARRANGEMENT UNDER SECTION 166 OF THE COMPANIES ORDINANCE AND THE COURT MEETING ADDITIONAL REQUIREMENTS IMPOSED BY RULE 2.10 OF THE TAKEOVERS CODE BINDING EFFECT OF THE SCHEME EFFECTS OF THE PROPOSAL ON THE SHAREHOLDING STRUCTURE OFWPL INFORMATION ON WPL INFORMATION ON WHEELOCK SHARE CERTIFICATES, DEALINGS AND LISTING REGISTRATION AND PAYMENT OVERSEAS SHAREHOLDERS TAXATION COURT MEETING AND EGM PROCEDURES FOR DEMANDING A POLL AT THE EGM ACTIONS TO BE TAKEN COSTS OF THE SCHEME FURTHER INFORMATION LANGUAGE RECOMMENDATIONS APPENDIX I FINANCIAL INFORMATION ON THE WPL GROUP APPENDIX II PROPERTY VALUATION REPORT OF WPL APPENDIX III GENERAL INFORMATION APPENDIX IV DOCUMENTS AVAILABLE FOR INSPECTION THE SCHEME NOTICE OF COURT MEETING NOTICE OF EGM iv

6 DEFINITIONS In this Scheme Document, the following words and expressions shall have the following meanings, unless the context otherwise requires: acting in concert Announcement has the meaning ascribed to it in the Takeovers Code the announcement dated 27 April 2010 issued jointly by WPL and Wheelock relating to, amongst other things, the Proposal Announcement Date the date of the Announcement, being 27 April 2010 Associate(s) Authorisations Beneficial Owner(s) Board Business Day Cancellation Price CCASS Commerce & Finance Companies Ordinance Condition(s) connected person(s) Court Hearing has the meaning ascribed to it in the Takeovers Code all necessary authorisations, registrations, filings, rulings, consents, permissions and approvals in connection with the Proposal any beneficial owner of the Shares whose Shares are registered in the name of a Registered Owner the board of Directors a day (other than a Saturday and Sunday) on which banks are generally open for business in Hong Kong being HK$13.00 per Scheme Share payable in cash in consideration for cancellation of each Scheme Share held by the Scheme Shareholders the Central Clearing and Settlement System established and operated by HKSCC Commerce & Finance Law Offices, legal advisors to WPL as to PRC laws the Companies Ordinance, Chapter 32 of the Laws of Hong Kong the condition(s) to which the Proposal is subject (or any of them), as set out on pages 51 to 54 of this Scheme Document has the meaning ascribed to it in the Listing Rules the hearing of the petition by the High Court for the sanction of the Scheme and the confirmation of the capital reduction of WPL 1

7 DEFINITIONS Court Meeting Court Orders Director(s) Effective Date a meeting of the Scheme Shareholders to be convened at the direction of the High Court at which the Scheme will be voted upon the orders of the High Court confirming the sanction of the Scheme as required by section 166 of the Companies Ordinance and confirming the reduction of capital of WPL as required by section 60 of the Companies Ordinance director(s) of WPL the later of: (i) the date on which the Court Orders have been filed with the Registrar of Companies in Hong Kong (as required by section 166 and section 61 of the Companies Ordinance); and (ii) the date on which the Registrar of Companies in Hong Kong issues the relevant certificate of registration pursuant to section 61 of the Companies Ordinance EGM the extraordinary general meeting of WPL to be convened and to be held immediately following the Court Meeting, to consider the capital reduction in connection with the Scheme, among other things Executive Explanatory Statement the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director the explanatory statement set out on pages 50 to 68 of this Scheme Document issued in compliance with Section 166A of the Companies Ordinance Facility the term facility agreement between Wheelock and HSBC dated 21 April 2010 GFA High Court HKSCC HKSCC Nominees Hong Kong gross floor area the High Court of Hong Kong Hong Kong Securities Clearing Company Limited HKSCC Nominees Limited the Hong Kong Special Administrative Region of the PRC 2

8 DEFINITIONS HSBC The Hongkong and Shanghai Banking Corporation Limited, a registered institution licensed to conduct Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 6 (advising on corporate finance) regulated activities under the SFO and a licensed bank under the Banking Ordinance, Chapter 155 of the Laws of Hong Kong Independent Board Committee Independent Shareholders Investor Participant(s) Knight Frank KPMG Last Trading Date Latest Practicable Date Listing Rules Meeting(s) Offer Period the independent board committee of the Board (comprising Mr. Herald L. F. Lau, Mr. Roger K. H. Luk and Mr. Glenn S. Yee, being the three independent non-executive Directors), which has been established for the purpose of advising the Independent Shareholders in relation to the Proposal Shareholders other than the Wheelock Concert Group person(s) admitted to participate in CCASS as investor participant(s) Knight Frank Petty Limited, the independent property valuer appointed by WPL KPMG, Certified Public Accountants 16 April 2010, being the last Trading Day of the Shares on the Stock Exchange prior to the suspension of trading in the Shares from 9:30 a.m. on 19 April 2010 pending the issue of the Announcement 14 May 2010, being the latest practicable date prior to the printing of this Scheme Document for the purposes of ascertaining certain information for inclusion in this Scheme Document the Rules Governing the Listing of Securities on the Stock Exchange the Court Meeting and the EGM or either of them, as the case may be the period from the date of the announcement of WPL dated 19 April 2010 until the earlier of (i) the Effective Date; (ii) the date on which the Scheme lapses; or (iii) the date on which an announcement is made of the withdrawal of the Scheme 3

9 DEFINITIONS Other CCASS Participant a broker, custodian, nominee or other relevant person who is, or has deposited Shares with, a CCASS participant PRC the People s Republic of China excluding, for the purpose of this Scheme Document, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Proposal Registered Owner(s) Registrar the proposal for the privatisation of WPL by Wheelock by way of the Scheme any owner of the Shares (including without limitation a nominee, trustee, depositary or any other authorised custodian or third party) whose name is entered in the register of members of WPL Tricor Tengis Limited, the share registrar of WPL Relevant Authorities appropriate government and/or governmental bodies, regulatory bodies, courts or institutions (including the SFC and the Stock Exchange) Relevant Period the period commencing on the date falling six months prior to the commencement date of the Offer Period and ended on the Latest Practicable Date Scheme a scheme of arrangement between the Scheme Shareholders and WPL under Section 166 of the Companies Ordinance involving, inter alia, the cancellation of all the Scheme Shares Scheme Document this composite scheme document of WPL and Wheelock, containing, inter alia, each of the letters, statements, appendices and notices in it Scheme Record Date the last Business Day immediately preceding the Effective Date (currently expected to be 21 July 2010, or such other time and date as shall have been announced by WPL for determining entitlements under the Scheme) Scheme Shareholder(s) Shareholder(s) other than Wheelock and its wholly-owned subsidiaries that hold Shares Scheme Shares SFC Shares held by the Scheme Shareholders the Securities and Futures Commission of Hong Kong 4

10 DEFINITIONS SFO Shareholder(s) Share(s) Somerley Stock Exchange Takeovers Code Trading Day the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong holder(s) of the Share(s) ordinary share(s) of HK$0.20 each in the share capital of WPL Somerley Limited, a corporation licensed under the SFO to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities and the independent financial advisor to the Independent Board Committee and the Independent Shareholders in relation to the Proposal The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers a day on which the Stock Exchange is open for trading in securities Wheelock Wheelock and Company Limited (stock code: 20), a company incorporated in Hong Kong with limited liability with its shares listed on the Main Board of the Stock Exchange Wheelock Board Wheelock Concert Group Wheelock Director(s) Wheelock Group the board of directors of Wheelock Wheelock and any person acting in concert with it director(s) of Wheelock Wheelock and its subsidiaries, but for the purpose of this Scheme Document excluding the WPL Group WPL Wheelock Properties Limited (stock code: 49), a company incorporated in Hong Kong with limited liability with its Shares listed on the Main Board of the Stock Exchange WPL Group WPL and its subsidiaries WPSL Wheelock Properties (Singapore) Limited, a company incorporated in Singapore with limited liability with its shares listed on Singapore Exchange Limited WPSL Group WPSL and its subsidiaries 5

11 DEFINITIONS HK$ S$ sq. ft. sq. m Hong Kong dollars, the lawful currency of Hong Kong Singapore dollars, the lawful currency of Singapore square feet square metre % per cent 6

12 EXPECTED TIMETABLE Shareholders should note that the timetable, which is mainly dependent on the date of the Court Hearing, is subject to change and is indicative only. Further announcements will be made in the event that there is any change to the timetable. Hong Kong time Latest time for lodging transfers of Shares to qualify for entitlement to attend and vote at the Court Meeting andtheegm... 4:30 p.m. on Monday, 21 June 2010 Register of members of WPL closed for determination of entitlements of Independent Shareholders to attend and vote at the Court Meeting and of Shareholders to attend and vote at the EGM (Note 1)... Tuesday, 22 June 2010 to Thursday, 24 June 2010 (both days inclusive) Latest time for lodging forms of proxy in respect of the: Court Meeting (Note 2)... 10:00 a.m. on Tuesday, 22 June 2010 EGM (Note 2)... 10:30 a.m. on Tuesday, 22 June 2010 Suspension of dealings in Shares... 9:30 a.m. on Thursday, 24 June 2010 Court Meeting... 10:00 a.m. on Thursday, 24 June 2010 EGM (Note 3)... 10:30 a.m. on Thursday, 24 June 2010 (or immediately after the conclusion or adjournment of the Court Meeting) Announcement of the results of the Court Meeting and EGM published on the websites of the Stock Exchange and WPL... nolater than 7:00 pm on Thursday, 24 June 2010 Resumption of dealings in Shares... 9:30 a.m. on Friday, 25 June 2010 High Court hearing of the summons for directions in respect of the capital reduction... Tuesday, 6 July 2010 Expected latest time for dealings in Shares on the Stock Exchange... 4:00 p.m. on Monday, 12 July

13 EXPECTED TIMETABLE Hong Kong time Latest time for lodging transfers of Scheme Shares to qualify for entitlements under the Scheme... 4:30 p.m. on Thursday, 15 July 2010 Register of members of WPL closed for determining entitlements to qualify under the Scheme (Note 4)... Friday, 16 July 2010 to Wednesday, 21 July 2010 (both days inclusive) Court Hearing of the petition for the sanction of the Scheme and the confirmation of the capital reduction of WPL (Note 5)... 10:00 a.m on Wednesday, 21 July 2010 Scheme Record Date... Wednesday, 21 July 2010 Announcement of (1) the results of the Court Hearing (2) the Effective Date and (3) the withdrawal of the listing of the Shares on the Stock Exchange... nolater than 7:00 p.m. on Wednesday, 21 July 2010 Effective Date (Note 6)... Thursday, 22 July 2010 Expected withdrawal of the listing of the Shares on the Stock Exchange becomes effective (Note 7)... 9:30 a.m. on Thursday, 22 July 2010 Cheques for cash payment under the Proposal to be despatched on or before... Friday, 30 July 2010 Notes: 1. The register of members of WPL will be closed during such period for the purpose of determining the entitlements of the Independent Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the EGM. This book close period is not for determining the entitlements of Scheme Shareholders under the Scheme. 2. Forms of proxy should be deposited at the office of the Registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen s Road East, Wanchai, Hong Kong, no later than the relevant times and dates stated above. Completion and return of a form of proxy for the Court Meeting or the EGM will not preclude a Shareholder from attending the relevant Meeting and voting in person. In such event, the returned form of proxy will be deemed to have been revoked. The Court Meeting and the EGM will both be held at Centenary Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong on Thursday, 24 June Please see the notice of the Court Meeting set out on pages 202 to 203 and the notice of the EGM set out on pages 204 to 206 of this Scheme Document for details. 3. The EGM will be held at the scheduled time as stated above or immediately after the conclusion of the Court Meeting or any adjournment of the Court Meeting. 8

14 EXPECTED TIMETABLE 4. The register of members of WPL will be closed during such period for the purpose of determining Scheme Shareholders who are qualified for entitlements under the Scheme. 5. The Court Hearing will be held at the High Court at the High Court Building, 38 Queensway, Hong Kong. 6. The Scheme will become effective on the later of: (i) the date on which the Court Orders have been filed with the Registrar of Companies in Hong Kong (as required by section 166 and section 61 of the Companies Ordinance); and (ii) the date on which the Registrar of Companies in Hong Kong issues the relevant certificate of registration pursuant to section 61 of the Companies Ordinance. Scheme Shareholders should note the Conditions of the Proposal and the Scheme set out on pages 51 to 54 of this Scheme Document. 7. It is expected that the listing of the Shares on the Stock Exchange will be withdrawn on or before 9:30 a.m. on Thursday, 22 July 2010, being the Effective Date. 9

15 LETTER FROM THE BOARD WHEELOCK PROPERTIES WHEELOCK PROPERTIES LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 49 Directors: Peter K. C. Woo, GBS, JP (Chairman) Joseph M. K. Chow, OBE, JP Herald L. F. Lau* Roger K. H. Luk*, BBS, JP T. Y. Ng Paul Y. C. Tsui Ricky K. Y. Wong Glenn S. Yee* Registered Office: 23rd Floor Wheelock House 20 Pedder Street Hong Kong * Independent non-executive Directors 19 May 2010 To the Shareholders Dear Sir or Madam, PROPOSED PRIVATISATION OF WHEELOCK PROPERTIES LIMITED BY WHEELOCK AND COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE) AT THE CANCELLATION PRICE OF HK$13.00 PER SCHEME SHARE INTRODUCTION On 27 April 2010, the boards of directors of Wheelock and WPL jointly announced that on 19 April 2010 Wheelock requested the Board to put forward the Proposal to Scheme Shareholders for consideration regarding a proposed privatisation of WPL by way of a scheme of arrangement under section 166 of the Companies Ordinance. The Proposal involves the cancellation of all of the Scheme Shares on the Effective Date. Upon the Scheme becoming effective, WPL will become an indirect wholly-owned subsidiary of Wheelock and the listing of the Shares on the Stock Exchange will be withdrawn. 10

16 The Cancellation Price represents a premium of % over the closing price of the Shares of HK$5.33 as quoted by the Stock Exchange on the Last Trading Date and a discount of approximately 3.35% to the audited consolidated net asset value per Share of approximately HK$13.45 as at 31 December The Directors have recommended for adoption at the annual general meeting of WPL to be held on 31 May 2010 the payment on 7 June 2010 to Shareholders whose names appear on the register of members of WPL on 31 May 2010 of a final dividend of HK$0.08 per Share in respect of the financial year ended 31 December Wheelock has appointed HSBC as its financial advisor in connection with the Proposal. In compliance with Rule 2.1 of the Takeovers Code, the Board has established the Independent Board Committee, comprising all the independent non-executive Directors, namely, Mr. Herald L. F. Lau, Mr. Roger K. H. Luk and Mr. Glenn S. Yee, to advise the Independent Shareholders in respect of the Proposal. Somerley has been appointed with the approval of the Independent Board Committee as the independent financial advisor to advise the Independent Board Committee in respect of the Proposal. The Independent Board Committee, having considered the terms of the Proposal and taken into account the advice of Somerley, considers that the terms of the Proposal are fair and reasonable so far as the Independent Shareholders are concerned and recommends the Independent Shareholders to vote in favour of the resolution to approve the Scheme at the Court Meeting and the special resolution to approve and give effect to the Scheme at the EGM. The purpose of this Scheme Document is to provide you with further information regarding the Proposal and, in particular, the Scheme, and to give you notices of the Court Meeting and the EGM and to inform you of the date and place of the Court Hearing. Your attention is also drawn to (i) the letter from the Independent Board Committee set out on page 17 of this Scheme Document; (ii) the letter from Somerley, the independent financial advisor to the Independent Board Committee set out on pages 18 to 49 of this Scheme Document; (iii) the Explanatory Statement set out on pages 50 to 68 of this Scheme Document; and (iv) the terms of the Scheme set out on pages 197 to 201 of this Scheme Document. TERMS OF THE PROPOSAL The Scheme LETTER FROM THE BOARD It is proposed that, subject to the fulfilment or waiver, as applicable, of the Conditions set out in the Explanatory Statement, the Proposal will be implemented by way of the Scheme pursuant to which the Scheme Shares will be cancelled and, in consideration thereof, each Scheme Shareholder whose name appears in the register of members of WPL at the Scheme Record Date will be entitled to receive HK$13.00 in cash for each Scheme Share held. 11

17 Wheelock has advised that the Cancellation Price will not be revised in the course of the Scheme. Under the Scheme, the share capital of WPL will, on the Effective Date, be reduced by cancelling and extinguishing the Scheme Shares and, immediately following such reduction, the share capital of WPL will be restored to its former amount by the allotment and issuance at par to Wheelock (or any of its wholly-owned subsidiaries) credited as fully paid of the same number of Shares as is equal to the Scheme Shares cancelled. The reserve created in WPL s books of account as a result of the capital reduction will be applied in paying up in full at par the new Shares so issued to Wheelock. Comparisons of value The Cancellation Price represents: LETTER FROM THE BOARD (i) a discount of approximately 3.35% to the audited consolidated net asset value per Share of approximately HK$13.45 as at 31 December 2009; Notes: (a) (b) (c) (d) Scheme Shareholders attention is drawn specifically to the property valuation report from Knight Frank, an independent property valuer, pursuant to Rule 11 of the Takeovers Code providing an updated valuation as at 31 March 2010 of the properties held under or held through subsidiaries, associates or jointly controlled entities of WPL, as set out on pages 127 to 186 of this Scheme Document and disclosure of the reconciliation of the valuation of interests in properties attributable to WPL and its property interests in its consolidated statements of financial position as at 31 December 2009 as set out in paragraph 6 headed Property Interests and Property Valuation Report in Appendix I headed Financial Information on the WPL Group to this Scheme Document. Scheme Shareholders should note that a significant portion of WPL s assets consisted of available-for-sale investments based on the audited financial statements of WPL as at 31 December Scheme Shareholders attention is drawn specifically to paragraph 7 headed Available-for-sale Investments in Appendix I headed Financial Information on the WPL Group to this Scheme Document. WPL s net asset value extracted from its audited financial statements is a combination of assets held at historical cost and market value as at 31 December Scheme Shareholders attention is also drawn specifically to paragraph 4 headed Assets and reassessed net asset value in the Letter from Somerley as set out on pages 34 to 38 of this Scheme Document, and in particular the reassessment by Somerley of the adjusted unaudited consolidated net asset value of the WPL Group based on the audited consolidated financial statements of WPL as at 31 December 2009 and the adjustments set out therein, by which Somerley estimates the Cancellation Price represents a discount of approximately 12.1% to its Reassessed NAV (as defined in the Letter from Somerley). (ii) (iii) a premium of approximately % over the closing price of the Shares of HK$5.33 as quoted by the Stock Exchange on the Last Trading Date; a premium of approximately % over the average closing price of the Shares of approximately HK$5.32 as quoted by the Stock Exchange for the five full Trading Days up to and including the Last Trading Date; 12

18 LETTER FROM THE BOARD (iv) (v) (vi) a premium of approximately % over the average closing price of the Shares of approximately HK$4.96 as quoted by the Stock Exchange for the 30 full Trading Days up to and including the Last Trading Date; a premium of approximately % over the average closing price of the Shares of approximately HK$4.96 as quoted by the Stock Exchange for the 90 full Trading Days up to and including the Last Trading Date; a premium of approximately % over the average closing price of the Shares of approximately HK$4.81 as quoted by the Stock Exchange for the one year period up to and including the Last Trading Date; (vii) a premium of approximately 3.34% over the average closing price of the Shares of HK$12.58 as quoted by the Stock Exchange on the Latest Practicable Date; (viii) a premium of approximately 3.17% over the average closing price of the Shares of approximately HK$12.60 as quoted by the Stock Exchange for the five full Trading Days up to and including the Latest Practicable Date; (ix) (x) (xi) a premium of approximately 55.32% over the average closing price of the Shares of approximately HK$8.37 as quoted by the Stock Exchange for the 30 full Trading Days up to and including the Latest Practicable Date; a premium of approximately % over the average closing price of the Shares of approximately HK$6.05 as quoted by the Stock Exchange for the 90 full Trading Days up to and including the Latest Practicable Date; and a premium of approximately % over the average closing price of the Shares of approximately HK$5.35 as quoted by the Stock Exchange for the one year period up to and including the Latest Practicable Date. Consideration and confirmation of financial resources Under the Scheme, the total consideration payable for the Scheme Shares will be payable by Wheelock. The aggregate amount of cash to be payable by Wheelock for the cancellation of all Scheme Shares is HK$6,904,805,024 which will be financed by the Facility. While the Wheelock Directors consider that Wheelock will be able to repay amounts that may be drawn under the Facility from the internal resources of Wheelock and/or by refinancing it, for flexibility in managing the financial position of Wheelock, it should be noted it is intended that Wheelock may use dividends to be distributed by WPL through to Wheelock to repay (or prepay before its maturity) part of the amounts that may be outstanding under or payable pursuant to the Facility. HSBC, the financial advisor to Wheelock in connection with the Proposal, is satisfied that sufficient financial resources are available to Wheelock to implement the Proposal in accordance with its terms. 13

19 CONDITIONS OF THE PROPOSAL AND THE SCHEME The Proposal and the Scheme are subject to the satisfaction or waiver, as applicable, of the Conditions as set out in paragraph 3 headed Conditions of the Proposal and the Scheme in the Explanatory Statement on pages 51 to 54 of this Scheme Document. All of the Conditions will have to be fulfilled or waived, as applicable, on or before 31 October 2010 (or such later date as Wheelock and WPL may agree or as the High Court on the application of Wheelock or WPL may allow), otherwise the Proposal, including the Scheme, will lapse. If approved, the Scheme will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting. Shareholders, shareholders of Wheelock and potential investors should be aware that the implementation of the Proposal and the Scheme is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented and the Scheme may or may not become effective. Shareholders, shareholders of Wheelock and potential investors are advised to exercise caution when dealing in the Shares or in securities of Wheelock, as appropriate. Persons who are in any doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional advisor. REASONS FOR AND BENEFITS OF THE PROPOSAL You are urged to read carefully paragraph 4 headed Reasons for and benefits of the Proposal and the Scheme in the Explanatory Statement on pages 54 to 56 of this Scheme Document. FUTURE INTENTIONS OF WHEELOCK Your attention is drawn to paragraph 5 headed Future Intentions of Wheelock in the Explanatory Statement on page 56 of this Scheme Document. INFORMATION ON WPL AND WHEELOCK Your attention is drawn to Appendix I headed Financial Information on the WPL Group on pages 69 to 126 of this Scheme Document and paragraph 11 headed Information on WPL in the Explanatory Statement on page 60 of this Scheme Document. Your attention is also drawn to paragraph 12 headed Information on Wheelock in the Explanatory Statement on pages 60 to 61 of this Scheme Document. OVERSEAS SHAREHOLDERS LETTER FROM THE BOARD Overseas Shareholders are requested to read specifically paragraph 15 headed Overseas Shareholders in the Explanatory Statement on pages 62 and 63 of this Scheme Document. 14

20 COURT MEETING AND EGM Notices convening the Court Meeting and the EGM to be held at Centenary Room, Ground Floor, The Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong on Thursday, 24 June 2010 at 10:00 a.m. and 10:30 a.m. (or immediately after the conclusion or adjournment of the Court Meeting) respectively are set out on pages 202 to 203 and 204 to 206 of this Scheme Document. A pink form of proxy for the Court Meeting is enclosed with copies of this Scheme Document sent to the Registered Owners of the Shares. A white form of proxy for the EGM is enclosed with copies of this Scheme Document sent to Registered Owners of the Shares. The High Court has directed that the Court Meeting be held for the purpose of considering and, if thought fit, passing a resolution to approve the Scheme, with or without modification. The Scheme will be subject to the approval by the Independent Shareholders at the Court Meeting in the manner referred to in paragraph 3 headed Conditions of the Proposal and the Scheme in the Explanatory Statement on pages 51 to 54 of this Scheme Document. Immediately following the Court Meeting, the EGM will be held for the purpose of considering and, if thought fit, passing a special resolution to consider the capital reduction in connection with the Scheme, among other things. All Shareholders will be entitled to attend and vote on such special resolution at the EGM. ACTIONS TO BE TAKEN The actions which you are required to take in relation to the Proposal are set out in the earlier section headed Actions to be Taken on pages i to iii and paragraph 19 headed Actions to be Taken in the Explanatory Statement on pages 65 to 67 of this Scheme Document. RECOMMENDATION LETTER FROM THE BOARD Your attention is drawn to the recommendation of Somerley, the independent financial advisor to the Independent Board Committee, in respect of the Proposal as set out in the letter from Somerley on pages 18 to 49 of this Scheme Document. Your attention is also drawn to the recommendation of the Independent Board Committee in respect of the Proposal as set out in the letter from the Independent Board Committee on page 17 of this Scheme Document. SHARE CERTIFICATES, DEALINGS, LISTING, REGISTRATION AND PAYMENT Your attention is drawn to paragraph 13 headed Share Certificates, Dealings and Listing and paragraph 14 headed Registration and Payment in the Explanatory Statement set out on pages 61 to 62 of this Scheme Document. 15

21 TAXATION, EFFECTS AND LIABILITIES It is emphasised that none of Wheelock, WPL, HSBC, Somerley nor any of their respective directors, officers, employees, agents or affiliates or any persons involved in the Proposal and the Scheme accept responsibility for any tax or other effects on, or liabilities of, any person or persons as a result of the implementation or otherwise of the Proposal and the Scheme. Accordingly, you are urged to read paragraph 16 headed Taxation in the Explanatory Statement set out on page 63 of this Scheme Document and if you are in any doubt as to any aspect of this Scheme Document or as to the action to be taken, you should consult an appropriately qualified professional advisor. FURTHER INFORMATION LETTER FROM THE BOARD You are urged to read carefully (1) the letter from the Independent Board Committee set out on page 17 of this Scheme Document, (2) the letter from Somerley, the independent financial advisor to the Independent Board Committee set out on pages 18 to 49 of this Scheme Document, (3) the Explanatory Statement in relation to the Scheme set out on pages 50 to 196 of this Scheme Document and the Appendices thereto, (4) the Scheme set out on pages 197 to 201 of this Scheme Document, (5) the notice of Court Meeting set out on pages 202 to 203 of this Scheme Document and (6) the notice of EGM set out on pages 204 to 206 of this Scheme Document. In addition, a pink form of proxy for use by Independent Shareholders for the Court Meeting and a white form of proxy for use by all Shareholders for the EGM are enclosed with copies of this Scheme Document sent to the Registered Owners of the Shares. Yours faithfully, For and on behalf of the Board of Wheelock Properties Limited Peter K. C. Woo Chairman 16

22 LETTER FROM THE INDEPENDENT BOARD COMMITTEE To the Independent Shareholders Dear Sir and Madam, WHEELOCK PROPERTIES WHEELOCK PROPERTIES LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: May 2010 PROPOSED PRIVATISATION OF WHEELOCK PROPERTIES LIMITED BY WHEELOCK AND COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE) AT THE CANCELLATION PRICE OF HK$13.00 PER SCHEME SHARE We refer to the scheme document of even date jointly issued by WPL and Wheelock in relation to the Proposal (the Scheme Document ), of which this letter forms part. Terms defined in the Scheme Document shall have the same meanings in this letter unless the context otherwise requires. We have been appointed as the Independent Board Committee to give a recommendation to the Independent Shareholders in respect of the Proposal. Somerley has been appointed with our approval as our independent financial advisor in respect of the Proposal. Details of the advice from Somerley which sets out the factors and reasons taken into account in arriving at its recommendations are set out in the letter from Somerley on pages 18 to 49 of the Scheme Document. Having considered the terms of the Proposal and having taken into account the advice from Somerley, in particular the factors, reasons and recommendations as set out in the letter from Somerley, we are of the opinion that the terms of the Proposal are fair and reasonable so far as the Independent Shareholders are concerned. We therefore recommend the Independent Shareholders to vote in favour of both the resolution to approve the Scheme at the Court Meeting and the special resolution to approve the capital reduction arising as a result of the Scheme at the EGM. The Independent Board Committee draws the attention of the Independent Shareholders to (1) the letter from the Board set out on pages 10 to 16 of the Scheme Document, (2) the Explanatory Statement set out on pages 50 to 196 of the Scheme Document and Appendices thereto, and (3) the letter from Somerley, the independent financial advisor to the Independent Board Committee, which set out the factors and reasons taken into account in arriving at its recommendations to the Independent Board Committee set out on pages 18 to 49 of the Scheme Document. Mr. Herald L. F. Lau Independent non-executive Director Yours faithfully, Independent Board Committee Mr. Roger K. H. Luk Independent non-executive Director Mr. Glenn S. Yee Independent non-executive Director 17

23 The following is the letter of advice from the independent financial advisor, Somerley Limited, to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this Scheme Document. To: the Independent Board Committee and the Independent Shareholders Dear Sirs, SOMERLEY LIMITED 10th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong 19 May 2010 PROPOSED PRIVATISATION OF WHEELOCK PROPERTIES LIMITED BY WHEELOCK AND COMPANY LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE) AT THE CANCELLATION PRICE OF HK$13.00 PER SCHEME SHARE INTRODUCTION LETTER FROM SOMERLEY We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in connection with the proposed privatisation of WPL by way of a scheme of arrangement under section 166 of the Companies Ordinance involving, inter alia, the cancellation of all Scheme Shares held by the Scheme Shareholders. Details of the Proposal are contained in the document to the Shareholders dated 19 May 2010 (the Scheme Document ) of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Scheme Document. The Board has established the Independent Board Committee, comprising all the independent non-executive Directors, namely, Mr. Herald L. F. Lau, Mr. Roger K. H. Luk and Mr. Glenn S. Yee, to advise the Independent Shareholders in respect of the Proposal. We have been appointed as independent financial advisor to advise the Independent Board Committee and the Independent Shareholders in this regard. Somerley has acted, and continues to act, as financial advisor to a company which has become a subsidiary of a joint venture partner of Wheelock. Both Wheelock and that joint venture partner operate independently of each other. In addition, the total assets of the relevant Wheelock group company in which that joint venture partner has interests accounted for less than 1% of the total assets of Wheelock together with its subsidiaries as at 31 December 2009, and are therefore considered insignificant in the context of Wheelock together with its subsidiaries. In these circumstances, our role in acting for the group of that joint venture partner does not, in our view, amount to a significant connection 18

24 (as referred to in Rule 2.6 of the Takeovers Code) for us of a kind reasonably likely to create, or to create the perception of, a conflict of interest for us or which is reasonably likely to affect the objectivity of our advice. Save as disclosed above, Somerley is not associated with Wheelock or WPL or their respective substantial shareholders or any party acting, or presumed to be acting, in concert with any of them and, accordingly, is considered eligible to give independent advice on the Proposal. Apart from normal professional fees payable to us in connection with this appointment, and except as disclosed above, no arrangement exists whereby we will receive any fees or benefits from Wheelock or WPL or their respective substantial shareholders or any party acting, or presumed to be acting, in concert with any of them. In formulating our advice and recommendation, we have relied on the information and facts supplied, and the opinions expressed, by the executive Directors and management of WPL, which we have assumed to be true, accurate and complete. We have reviewed the published information on WPL, including its audited financial statements for the period from 1 April 2007 to 31 December 2007, and the two years ended 31 December 2008 and We have discussed with Knight Frank the bases and assumptions for their valuation as at 31 March 2010 of the property interests of the WPL Group together with the property interests held under or held through subsidiaries, associates or jointly controlled entities of WPL, which are contained in Appendix II to the Scheme Document. We have reviewed the trading performance of the Shares on the Stock Exchange. We have sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed by them. We consider that the information which we have received is sufficient for us to reach our opinion and advice as set out in this letter and to justify our reliance on such information. We have no reason to doubt the truth and accuracy of the information provided to us or to believe that any material facts have been omitted or withheld. We have, however, not conducted any independent investigation into the business and affairs of the WPL Group. We have also assumed that all representations contained or referred to in the Scheme Document were true at the time they were made and at the date of the Scheme Document and will continue to be true up to the time of the Court Meeting. TERMS OF THE PROPOSAL LETTER FROM SOMERLEY In summary, the Proposal involves the following principal steps: (i) (ii) all the Scheme Shares held by the Scheme Shareholders will be cancelled and, in consideration thereof, the Scheme Shareholders will receive from Wheelock HK$13.00 in cash for every Scheme Share held; and the issued share capital of WPL will be reduced by cancelling and extinguishing the Scheme Shares and, immediately following such reduction, the share capital of WPL will be restored to its former amount by the allotment and issuance at par to Wheelock (or any of its wholly-owned subsidiaries) credited as fully paid of the same number of Shares as is equal to the Scheme Shares cancelled. WPL will become a wholly-owned subsidiary of Wheelock and the listing of the Shares on the Stock Exchange will be withdrawn. 19

25 LETTER FROM SOMERLEY The Proposal is, and the Scheme will become effective and binding on WPL and all Scheme Shareholders, subject to the fulfilment or waiver (as applicable) of, among other things, the following Conditions: (i) the approval of the Scheme (by way of poll) by a majority in number of the Scheme Shareholders representing not less than three-fourths in value of the Scheme Shares held by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting, provided that: (a) (b) the Scheme is approved (by way of poll) by at least 75% of the votes attaching to the Scheme Shares held by the Independent Shareholders that are cast either in person or by proxy at the Court Meeting; and the number of votes cast (by way of poll) against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all the Scheme Shares held by the Independent Shareholders. The Independent Shareholders held 526,625,014 Shares as at the Latest Practicable Date and 10% of such shares amounted to 52,662,501 Shares; (ii) (iii) the passing of a special resolution by a majority of at least three-fourths of the votes cast by the Shareholders present and voting, in person or by proxy, at the EGM to approve and give effect to the cancellation of the Scheme Shares, the reduction of the issued share capital of WPL and immediately thereafter the application of the reserve arising in the books of account of WPL as a result of the said reduction towards paying up in full new Shares which will then be allotted and issued to Wheelock (or any of its wholly-owned subsidiaries) so that the number of new Shares issued would be equal to the number of Scheme Shares cancelled; and the sanction of the Scheme (with or without modifications) and the confirmation of the reduction of the issued share capital of WPL by the High Court under sections 166 and 60, respectively, of the Companies Ordinance. Further details of the Conditions are set out in the paragraph headed Conditions of the Proposal and the Scheme in the Explanatory Statement included in the Scheme Document. All of the Conditions will have to be fulfilled or waived, as applicable, on or before 31 October 2010 (or such later date as Wheelock and WPL may agree or as the High Court on application of Wheelock or WPL may allow), failing which the Scheme will lapse. Details of the timetable are set out in the section headed Expected timetable contained in the Scheme Document. If approved, the Scheme will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting. 20