Wharf : Circular (Proposals for Re-election of Directors / General Mandates for Buy-back and Issue of Shares / Notice of Annual General Meeting)

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

THE WHARF (HOLDINGS) LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 4)

Directors:

Mr. Stephen T. H. Ng (Chairman & Managing Director)

Mr. Andrew O. K. Chow (Deputy Chairman)

Ms. Doreen Y. F. Lee (Vice Chairman)

Mr. Paul Y. C. Tsui (Vice Chairman & Group Chief Financial Officer)

Ms. Y. T. Leng Mr. K. P. Chan

Independent Non-executive Directors: Mr. Alexander S. K. Au, OBE

Professor Edward K. Y. Chen, GBS, CBE, JP

Hon. Vincent K. Fang, SBS, JP Mr. Hans Michael Jebsen, BBS Mr. David M. Turnbull

Professor E. K. Yeoh, GBS, OBE, JP

Registered Office:

16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon,

Hong Kong

8 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES FOR BUY-BACK AND ISSUE OF SHARES, AND NOTICE OF ANNUAL GENERAL MEETING

1. The purpose of this Circular is to provide you with the information in connection with the resolutions to be proposed at the forthcoming annual general meeting of The Wharf (Holdings) Limited (the "Company"; together with its subsidiaries, the "Group") to be held on 11 May 2016 (the "AGM") to, inter alia: (i) re-elect retiring directors of the Company (the "Directors"); and (ii) grant general mandates to buy back shares and to issue new shares of the Company.

   
   

2. Five Directors, namely, Mr. Alexander S. K. Au, Mr. K. P. Chan, Professor Edward K. Y. Chen, Mr. Hans Michael Jebsen and Ms. Y. T. Leng (the "Retiring Directors"), will retire from the board of Directors (the "Board") and are proposed to be re-elected at the AGM. Mr. Au, Professor Chen and Mr. Jebsen, each being Independent Non-executive Director ("INED"), who are eligible for re-election at the AGM, have made annual confirmations of independence pursuant to Rule 3.13 of the Listing Rules. The Retiring Directors, after their re-election at the AGM, will not have any fixed term of service with the Company but are subject to retirement from the Board at annual general meetings of the Company on the lapse of two or three years. So far as the Directors are aware, save as disclosed below, as at 30 March 2016 (being the latest practicable date for determining the relevant information in this Circular) (the "Latest Practicable Date"), (i) none of the Retiring Directors had any interest (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the "SFO")) in the securities of the Company; (ii) none of the Retiring Directors held, or in the past three years held, any directorship in any listed public company or held any other major appointments or qualifications; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), and there is no other matter which needs to be brought to the attention of the shareholders of the Company (the "Shareholders").

Set out below is relevant information relating to the Retiring Directors proposed to be re-elected at the AGM:

Mr. Alexander Siu Kee AU, OBE, aged 69, has been an INED of the Company since 22 October 2012. He also serves as a member of the Company's Audit Committee. A banker by profession, he was the chief executive officer of Hang Seng Bank Limited from October 1993 to March 1998 and of Oversea-Chinese Banking Corporation Limited in Singapore from September 1998 to April 2002.

Currently, Mr. Au is the chairman and non-executive director of Henderson Sunlight Asset Management Limited, being the manager of the publicly-listed Sunlight Real Estate Investment Trust. He is an INED of publicly-listed Henderson Investment Limited, and also a non-executive director of two other companies publicly-listed in Hong Kong, namely, Hong Kong Ferry (Holdings) Company Limited and Miramar Hotel and Investment Company, Limited. Mr. Au was formerly an INED of Wheelock and Company Limited, which is the Company's holding company, from September 2002 to October 2012 and of Henderson Land Development Company Limited from December 2012 to June 2015, both publicly listed in Hong Kong. An accountant by training, Mr. Au is a Chartered Accountant as well as a fellow of The Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Au had interests (within the meaning of Part XV of the SFO) in 100,000 shares of the Company, representing 0.003% of the aggregate number of shares of the Company in issue. Mr. Au receives from the Company a Director's fee and an Audit Committee member's fee at such rates approved by Shareholders from time to time, currently being HK$150,000 and HK$75,000 per annum respectively. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee and Audit Committee member's fee.

Mr. Kwok Pong CHAN, aged 55, joined the Group in 1993 and has been a Director of the Company since May 2015. He has been involved in various property development projects of the Group in both China and Hong Kong. He is an executive director of Wharf China Development Limited and Wharf China Estates Limited, both wholly-owned subsidiaries of the Company. He is now working on the Group's China Development Property strategy as well as to oversee the Group's massive China Investment Property construction projects. He was formerly a director of Harbour Centre Development Limited, a publicly listed subsidiary of the Company, from April 2013 to May 2015.

Mr. Chan graduated from the Polytechnic University of Hong Kong with Associateship in Civil & Structural Engineering. He is a member of the Hong Kong Institution of Engineers as well as the Institution of Civil Engineers, UK and also a chartered engineer of the Engineering Council UK.

As at the Latest Practicable Date, Mr. Chan had interests (within the meaning of Part XV of the SFO) in share options to subscribe for 1,250,000 new shares of the Company. Mr. Chan receives from the Company a Director's fee at such rate approved by Shareholders from time to time, currently being HK$150,000 per annum. Under the existing service contract between the Group and Mr. Chan, the total amount of his emolument, inclusive of basic salary and various allowances etc., is approximately HK$3.39 million per annum. In addition, a discretionary bonus is normally payable to Mr. Chan with the amount of such bonus to be fixed unilaterally by the employer in each year. The amount of the emolument payable to Mr. Chan is determined by reference to the range of remuneration package normally granted by employers in Hong Kong to a senior executive of comparable calibre and job responsibilities.

Professor Edward Kwan Yiu CHEN, GBS, CBE, JP, aged 71, has been an INED of the Company since 2002. He was the president of Lingnan University in Hong Kong from September 1995 to August 2007. He is an honorary professor of the Open University of Hong Kong and a distinguished fellow of the Hong Kong Institute for the Humanities and Social Sciences at The University of Hong Kong. He is now Chairman of HKU SPACE and President of the Qianhai Institute for Innovative Research in Shenzhen. He was a member of the Legislative Council of Hong Kong from 1991 to 1992, and a member of the Executive Council of Hong Kong from 1992 to 1997. He is a director of a publicly-listed company in Hong Kong, namely, First Pacific Company Limited. He was formerly a director of publicly listed Asia Satellite Telecommunications Holdings Limited.

Professor Chen was educated at The University of Hong Kong (Bachelor of Arts and Master of Social Science) and Oxford University (Doctor of Philosophy). He was appointed a Justice of the Peace in 1993 and awarded a CBE in 1995. In 2003, he was awarded the Gold Bauhinia Star Medal by the Hong Kong SAR Government.

Professor Chen receives from the Company a Director's fee at such rates approved by Shareholders from time to time, currently being HK$150,000 per annum. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee.

Professor Chen has served as an INED of the Company for more than nine years. Notwithstanding such a long continuous period of his holding office as an INED of the Company, given that he has confirmed in writing to the Company of his independence with reference to various matters set out in Rule 3.13 of the Listing Rules, the Board is satisfied with his independence and believes he is still independent. Furthermore, given the extensive knowledge and experience of Professor Chen, the Board believes that his re-election is in the best interests of the Company and its Shareholders and therefore he should be re-elected. Pursuant to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, such re-election will be subject to a separate resolution to be approved by the Shareholders at the AGM.

Mr. Hans Michael JEBSEN, BBS, aged 59, has been an INED of the Company since 2001. He also serves as a member of the Company's Audit Committee, Nomination Committee and Remuneration Committee. He is the chairman of Jebsen and Company Limited and also a non-executive director of publicly-listed Hysan Development Company Limited. He currently holds a number of public offices, namely, a trustee of World Wide Fund for Nature Hong Kong, the vice chairman and a board member of the Asian Cultural Council Board of Trustees, affiliate of the Rockefeller Brothers Fund, New York; a member of the Advisory Council of the Business School of The Hong Kong University of Science & Technology and a member of Hong Kong-Europe Business Council of the Hong Kong Trade Development Council, Advisory Council as well as Board of Trustees of Asia Society Hong Kong Center and Advisory Board of the Hong Kong Red Cross.

After schooling in Germany and Denmark, he received a two-year banking education in Germany and the UK and studied Business Administration at the University of St. Gallen in Switzerland from 1978 to 1981.

Mr. Jebsen was awarded the Bronze Bauhinia Star by the Hong Kong SAR Government in 2001, made a Knight of the Dannebrog by receiving the Silver Cross of the Order of Dannebrog by H. M. The Queen of Denmark in 2006, was awarded the Merit Cross of the Order of the Merit of the Federal Republic of Germany in 2008 and received the title "Hofjægermester" by H. M. The Queen of Denmark in January 2011. In 2014, Mr. Jebsen was awarded the Knight of 1st Class of the Order of Dannebrog, Denmark. Since 2015, he has also been a member of the Operations Review Committee of the Independent Commission Against Corruption. In 2015, Mr. Jebsen was also awarded Doctor of Business Administration honoris causa of The Hong Kong University of Science & Technology.

Mr. Jebsen receives from the Company a Director's fee and an Audit Committee member's fee at such rates approved by Shareholders from time to time, currently being HK$150,000 and HK$75,000 per annum respectively. The relevant fee(s) payable to him is/are determined by reference to the level of fee normally payable by a listed company in Hong Kong to an INED. He has no service contract with the Group and therefore he receives no emolument from the Group other than the abovementioned Director's fee and Audit Committee member's fee.