The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Hong Kong with limited liability) (Stock Code: 302) DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY On 4 September 2007, the Bank entered into the Hong Kong Life Preliminary Agreement with Hong Kong Life, whereby the Bank agreed to sell and Hong Kong Life agreed to buy the 15 th Floor Property for a consideration of HK$143 million. On 11 September 2007, the Bank entered into the BCT Preliminary Agreement with BCT, whereby the Bank agreed to sell and BCT agreed to buy the 17/18 th Floor Property for a consideration of HK$293.215 million. The Hong Kong Life Disposal and the BCT Disposal are to be aggregated under Rule 14.22 of the Listing Rules and together constitute a discloseable transaction of the Bank under Rule 14.06(2) of the Listing Rules. A circular in relation to the transaction will be dispatched to Shareholders as soon as practicable and within 21 days from the publication of this announcement. THE HONG KONG LIFE PRELIMINARY AGREEMENT Date: 4 September 2007 Parties: Vendor: The Bank Purchaser: Hong Kong Life To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Bank is the legal and beneficial owner of 33.3% of the issued share capital of Hong Kong Life but the other shareholders of Hong Kong Life and the ultimate beneficial owners of those other shareholders are third parties independent of the Bank and Connected Persons of the Bank. In addition, Dr. Patrick Y. B. Fung and Mr. William Ng Wah, respectively a director and an employee of the Bank, are also directors of Hong Kong Life and Mr. Frank J. Wang, a director of the Bank, is an alternate director to Dr. Patrick Y. B. Fung on the board of Hong Kong Life. Dr. Patrick Y. B. Fung and Mr. Frank J. Wang have abstained from the voting of the board of the Bank on the terms of the Hong Kong Life Preliminary Agreement and the Hong Kong Life Disposal. - 1 -
The 15 th Floor Property The 15 th Floor Property is located on the 15th Floor of High Block (Cosco Tower) of Grand Millennium Plaza, No.183 Queen s Road Central, No.33 Wing Lok Street, Hong Kong. The 15 th Floor Property is a commercial property with a gross floor area of 19,745 sq.ft. It had been used by the Bank up until 1 October, 2006 for the IT operations of the Bank and its subsidiaries. It is currently vacant. The Bank shall sell and Hong Kong Life shall buy the 15 th Floor Property on an as is basis. Consideration and payment terms The consideration for the Hong Kong Life Disposal of HK$143 million was arrived at after arms length negotiation between the Bank and Hong Kong Life by reference to the current market value of similar properties in the market in the same area. The Bank has not conducted any independent valuation of the 15 th Floor Property. The consideration for the Hong Kong Life Disposal shall be satisfied by Hong Kong Life in cash, as follows: (a) (b) (c) HK$7.15 million, being the initial deposit, paid by Hong Kong Life upon the signing of the Hong Kong Life Preliminary Agreement; HK$7.15 million, being the further deposit, shall be paid by Hong Kong Life on or before 14 September 2007; and HK$128.7 million, being the balance, shall be paid by Hong Kong Life on Hong Kong Life Completion. In order to finance the acquisition of the 15 th Floor Property, Hong Kong Life will borrow HK$143 million from a syndicate of five banks, including the Bank. The Bank will provide HK$47.64 million of this loan and the other four banks will provide the balance. The loan is to be repaid at an interest rate of 0.55% per annum above HIBOR over five years with an option for Hong Kong Life to extend the repayment period to ten years. Completion Pursuant to the Hong Kong Life Preliminary Agreement, the Bank and Hong Kong Life are required to enter into a formal agreement for the sale and purchase of the 15 th Floor Property on or before 14 September 2007. Hong Kong Life Completion is then expected to take place on or before 5 October 2007. THE BCT PRELIMINARY AGREEMENT Date: 11 September 2007 Parties: Vendor: The Bank Purchaser: BCT - 2 -
To the best of the Directors knowledge, information and belief having made all reasonable enquiry, the Bank is the legal and beneficial owner of 26.7% of the issued share capital of BCT s parent company, Bank Consortium Holding Limited (which owns 100% of the shares of BCT) but the other shareholders of Bank Consortium Holding Limited and the ultimate beneficial owners of those other shareholders are third parties independent of the Bank and Connected Persons of the Bank. In addition, Dr. Patrick Y. B. Fung, a director of the Bank, is a director of Bank Consortium Holding Limited and Mr. William Ng Wah, an employee of the Bank, is a director of BCT. Mr. Frank J. Wang, a director of the Bank, is an alternate director to Dr. Patrick Y. B. Fung on the board of Bank Consortium Holding Limited. Dr. Patrick Y. B. Fung and Mr. Frank J. Wang have abstained from the voting of the board of the Bank on the terms of the BCT Preliminary Agreement and the BCT Disposal. The 17/18 th Floor Property The 17/18 th Floor Property is located on the 17 th and 18 th Floors of High Block (Cosco Tower) of Grand Millennium Plaza, No.183 Queen s Road Central, No.33 Wing Lok Street, Hong Kong. The 17/18 th Floor Property is a commercial property with a gross floor area of 39,490 sq.ft. It has been used as the operations centre for the Bank and its subsidiaries. It will be vacant on the date of completion. The Company shall sell and BCT shall buy the 17/18 th Floor Property on an as is basis. Consideration and payment terms The consideration for the BCT Disposal of HK$293.215 million was arrived at after arms length negotiation between the Bank and BCT by reference to the current market value of similar properties in the market in the same area. The Bank has not conducted any independent valuation of the 17/18 th Floor Property. The consideration for the BCT Disposal shall be satisfied by BCT in cash, as follows: (a) HK$15 million, being the initial deposit, paid by BCT upon the signing of the BCT Preliminary Agreement; (b) HK$14.3215 million, being the further deposit, shall be paid by BCT on or before 21 September 2007; and (c) HK$263.8935 million, being the balance, shall be paid by BCT on BCT Completion. Completion Pursuant to the BCT Preliminary Agreement, the Bank and BCT are required to enter into a formal agreement for the sale and purchase of the 17/18 th Floor Property on or before 21 September 2007. BCT Completion is then expected to take place on or before 31 December 2007. - 3 -
REASONS FOR THE DISPOSAL The Property was used up for certain operations of the Bank and its subsidiaries. In 2007, the Bank moved these operations to lower cost properties in Shau Kei Wan. The Directors therefore feel that now is a good opportunity for the Bank to dispose of the Property and to recognise the profits arising therefrom. The Directors consider that the Disposal of the Property is in the interest of the Bank and the terms of the Preliminary Agreements are fair and reasonable as far as the Shareholders are concerned. As at 31 August 2007, the unaudited net book value of the Property was HK$216.9 million (HK$63.8 million for the 15 th Floor Property and HK$153.1 million for the 17/18 th Floor Property). Based on such net book value, a pre-tax gain of approximately HK$155.3 million is expected to accrue to the Bank upon completion of the Disposal, after taking into account approximately HK$0.4 million in related expenses and approximately HK$63.7 million in accounting for the Bank s interests in Hong Kong Life and BCT and their expenditure on the Property. USE OF PROCEEDS The net sale proceeds from the Disposal will be used as working capital of the Bank. INFORMATION ON THE COMPANY The principal business activities of the Bank and its subsidiaries are corporate banking, retail banking, foreign exchange and treasury services. The Bank is a Hong Kong licensed bank with consolidated total assets of HK$122.2 billion as at 31 December 2006. It currently operates 40 retail branches and 5 wealth management centers in Hong Kong, 12 retail branches in Macau through its wholly-owned subsidiary, Banco Weng Hang, S.A., branch offices in Shenzhen, Guangzhou and Shanghai, a sub-branch in Fumin through its wholly-owned subsidiary, Wing Hang Bank (China) Limited and a representative office in Beijing and provides a wide range of banking, financial and related services to corporate and individual customers. Consolidated net profit before tax of the Bank amounted to HK$1,981.3 million and HK$1,615.8 million for the years ended 31 December 2006 and 2005, respectively. Consolidated net profit after tax attributable to the shareholders of the company amounted to HK$1,660.7 million and HK$1,348.7 million for the years ended 31 December 2006 and 2005, respectively. The consolidated net tangible asset value of the Bank was HK$8,449.3 million and HK$7,468.5 million as at 31 December 2006 and 2005, respectively. INFORMATION ON HONG KONG LIFE AND BCT Hong Kong Life is a Hong Kong insurance company that was founded in 2001 by five Hong Kong-based financial institutions, namely Asia Insurance, Chong Hing Bank, Shanghai Commercial Bank, Wing Lung Bank and the Bank. Hong Kong Life has access to a distribution network of approximately 200 bank branches in Hong Kong. - 4 -
BCT is one of the key pension and trust service providers in Hong Kong. It manages assets worth over HK$21 billion, providing trustee, scheme / fund administration and custodian services to more than 520,000 members. DISCLOSEABLE TRANSACTION The Disposal constitutes a discloseable transaction of the Bank under Rule 14.06(2) of the Listing Rules. A circular in relation to the transaction will be dispatched to the shareholders as soon as practicable and within 21 days from the publication of this announcement. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: 15 th Floor Property 15 th Floor of High Block (Cosco Tower) of Grand Millennium Plaza, No.183 Queen s Road Central, No.33 Wing Lok Street, Hong Kong 17/18 th Floor Property 17 th and 18 th Floors of High Block (Cosco Tower) of Grand Millennium Plaza, No.183 Queen s Road Central, No.33 Wing Lok Street, Hong Kong Bank BCT BCT Completion BCT Disposal BCT Preliminary Agreement Connected Persons Directors Disposal Wing Hang Bank, Limited, a company incorporated in Hong Kong with limited liability, the issued shares of which are listed on the Stock Exchange Bank Consortium Trust Company Limited, a company incorporated in Hong Kong with limited liability the completion of the BCT Disposal the disposal by the Bank of the 17/18 th Floor Property to BCT the preliminary agreement dated 11 September 2007 between the Bank and BCT for the sale and purchase of the 17/18 th Floor Property as defined in the Listing Rules the directors of the Bank, including the independent non-executive directors of the Bank the Hong Kong Life Disposal and the BCT Disposal - 5 -
HK$ the lawful currency of Hong Kong, the Special Administrative Region of PRC HIBOR Hong Kong Life Hong Kong Life Completion Hong Kong Life Disposal Hong Kong Life Preliminary Agreement Listing Rules PRC Preliminary Agreements Property Shareholders Stock Exchange the Hong Kong Interbank Offered Rate for the relevant period Hong Kong Life Insurance Limited, a company incorporated in Hong Kong with limited liability the completion of the Hong Kong Life Disposal the disposal by the Bank of the 15 th Floor Property to Hong Kong Life the preliminary agreement dated 4 September 2007 between the Bank and Hong Kong Life for the sale and purchase of the 15 th Floor Property the Rules Governing the Listing of Securities on the Stock Exchange The People s Republic of China the Hong Kong Life Preliminary Agreement and the BCT Preliminary Agreement the 15 th Floor Property and the 17/18 th Floor Property the shareholders of the Bank the Stock Exchange of Hong Kong Limited As at the date of this announcement, the Executive Directors of the Bank are Dr. Patrick Y. B. Fung (Chairman and Chief Executive), Mr. Frank J. Wang (Deputy Chief Executive), Mr. Michael Y. S. Fung and Mr. Louis C. W. Ho; the Non-Executive Directors are Mr. Kenneth A. Lopian, Mr. Andrew M. Gordon; and the Independent Non-Executive Directors are Dr. Cheng Hon Kwan, Mr. Ambrose H. C. Lau, Dr. Simon K. Y. Lee, Mr. Tung Chee Chen and Mr. Aloysius H. Y. Tse. Hong Kong, 11 September 2007 By Order of the Board WING HANG BANK, LIMITED Louis C. W. Ho Director and Secretary - 6 -