e_00086_13072010

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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 announcement, 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
announcement.




                                     (Incorporated in Hong Kong with limited liability)
                                     (Stock Code: 86)


                                              ANNOUNCEMENT

                APPOINTMENT OF TWO NON-EXECUTIVE DIRECTORS
                        AND AN ALTERNATE DIRECTOR
Reference is made to the joint announcement issued by Sun Hung Kai & Co. Limited (the ‘‘Company’’)
with Allied Group Limited and Allied Properties (H.K.) Limited dated 13th July, 2010 in relation to:

(1) the completion of the Subscription Agreement (as defined in the said announcement); and

(2) the appointment of Mr. Ho Chi Kit and Mr. Leung Pak To as non-executive directors of the
    Company and Mr. Roy Kuan as an alternate director to Mr. Ho Chi Kit, all with effect from 13th
    July, 2010.

Biographic information of each of the new directors is detailed below:

Mr. Ho Chi Kit
Non-executive Director

Mr. Ho, aged 47, is a Partner of CVC Asia Pacific Ltd (‘‘CVC AP’’), the adviser to the investment
funds which ultimately own Asia Financial Services Company Limited (‘‘AFSCL’’). As at the date of
this announcement, AFSCL holds (i) HK$1,708,000,000 in aggregate principal amount of 2%
mandatory convertible notes due 2013 mandatorily convertible into ordinary shares of the Company
(the ‘‘Mandatory Convertible Notes’’), and (ii) HK$427,000,000 in face value of warrants exercisable
to subscribe for ordinary shares of the Company (the ‘‘Warrants’’). Mr. Ho holds a B.S. (Honours) in
Computer Science from the University of Manitoba and an M.B.A. from the University of British
Columbia. He is also a Chartered Financial Analyst. Mr. Ho has been with CVC AP since 1999 and is
currently responsible for CVC Capital Partners’ investment activities in Hong Kong and China. Prior to
CVC AP, Mr. Ho was an investment director of Citicorp Everbright China Fund where he actively led
the fund’s investments in China. Prior to that, he was the associate investment director of Citicorp
Capital Asia Limited and assisted in building a regional investment portfolio for Citicorp in Asia. Mr.
Ho is currently the vice chairman of Zhuhai Zhongfu Enterprise Co., Ltd., a Chinese company listed on
the Shenzhen Stock Exchange and a non-executive director of Hung Hing Printing Group Limited, a


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company listed on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’). Save as
disclosed herein, he had not held any directorship in any other listed companies in Hong Kong and
overseas during the past three years.

According to the Company’s letter of appointment to Mr. Ho, the term of Mr. Ho’s appointment shall
continue until 31st December, 2010. Mr. Ho’s appointment shall be subject to the provisions of
retirement and re-election at the annual general meetings of the Company pursuant to the Company’s
Articles of Association (the ‘‘Articles’’) or any other applicable laws whereby a director shall vacate his
office. With reference to the existing package of the other non-executive directors of the Company, Mr.
Ho is entitled to an annual director’s fee of HK$11,000 which was approved by the shareholders at the
2010 annual general meeting of the Company.

Mr. Ho was also appointed as a non-executive director of Sun Hung Kai Securities Limited (‘‘SHKS’’)
and United Asia Finance Limited (‘‘UAF’’), both are subsidiaries of the Company, and a member of the
Audit Committee, Remuneration Committee and Risk Management Committee of the Company, all
with effect from 13th July, 2010.

As at the date of this announcement, save as disclosed above, Mr. Ho does not have any relationship
with any directors, senior management or substantial or controlling shareholders of the Company, does
not hold any other positions with the Company or any of its subsidiaries, nor does he have any interest
in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong) (‘‘SFO’’). Mr. Ho is not aware of any matters that are
required to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the
Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) or any other matters that need to be
brought to the attention of the holders of shares of the Company.

Mr. Leung Pak To
Non-executive Director

Mr. Leung, aged 55, has over 30 years of experience in investment banking, in particular, the field of
corporate finance involving capital raising, mergers and acquisitions, corporate restructuring and
reorganisation, investments and other general finance advisory activities in Hong Kong and the PRC.
Mr. Leung is currently the Chairman (Greater China) of CVC AP, the adviser to the investment funds
which ultimately own AFSCL. As at the date of this announcement, AFSCL holds (i) the Mandatory
Convertible Notes and (ii) the Warrants. Mr. Leung is the Vice-Chairman and Managing Director of
Yung’s Enterprise Holdings Limited and the Chairman of Luminary Capital Limited. He is also a non-
executive director and the Chairman of Imagi International Holdings Limited and an independent non-
executive director of Shanghai Industrial Holdings Limited, both of which are listed on the Stock
Exchange. Mr. Leung was a non-executive director of Zhuhai Zhongfu Enterprise Co., Ltd., a company
listed on the Shenzhen Stock Exchange, from 8th November, 2007 to 28th April, 2010. During June
2001 and July 2006, Mr. Leung was Chairman of Citigroup Global Markets in Asia. Prior to Citigroup,
he was Chief Executive and Vice Chairman of BNP Paribas Peregrine Ltd. Mr. Leung holds an MBA




                                                   –2–
and an undergraduate degree from the University of Toronto in Canada. Save as disclosed herein, he
had not held any directorship in any other listed companies in Hong Kong and overseas during the past
three years.

Mr. Leung was a director of Peregrine Investment Holdings Limited (a company incorporated in
Bermuda which carried on the business of investment banking) which went into liquidation on 13th
January, 1998. Mr. Leung was also a director of Denway Motors Limited when it committed breaches
of the Listing Rules, details of which are stated in the news release made by the Stock Exchange on 7th
August, 2003.

According to the Company’s letter of appointment to Mr. Leung, the term of Mr. Leung’s appointment
shall continue until 31st December, 2010. Mr. Leung’s appointment shall be subject to the provisions of
retirement and re-election at the annual general meetings of the Company pursuant to the Articles or
any other applicable laws whereby a director shall vacate his office. With reference to the existing
package of the other non-executive directors of the Company, Mr. Leung is entitled to an annual
director’s fee of HK$11,000 which was approved by the shareholders at the 2010 annual general
meeting of the Company.

As at the date of this announcement, save as disclosed above, Mr. Leung does not have any
relationship with any directors, senior management or substantial or controlling shareholders of the
Company, does not hold any other positions with the Company or any of its subsidiaries, nor does he
have any interest in the shares of the Company within the meaning of Part XV of the SFO. Save as
disclosed above, Mr. Leung is not aware of any other matters that are required to be disclosed pursuant
to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be
brought to the attention of the holders of shares of the Company.

Mr. Roy Kuan
Alternate Director to Mr. Ho Chi Kit

Mr. Roy Kuan, aged 43, is a Managing Partner and Head of Asia of CVC AP, the adviser to the
investment funds which ultimately own AFSCL. As at the date of this announcement, AFSCL holds (i)
the Mandatory Convertible Notes and (ii) the Warrants. Mr. Kuan has worked at CVC AP and its
predecessor firms since 1996. Over that period, he has completed or signed 27 investments in Greater
China, Korea, Japan, and Southeast Asia. He served on the board of directors in 17 of these companies.
Mr. Kuan holds a BA from Georgetown University and an MBA from the Wharton School University
of Pennsylvania. Mr. Kuan was a director of Zhuhai Zhongfu Enterprise Co., Ltd., a company listed on
the Shenzhen Stock Exchange, from 8th November, 2007 to 20th October, 2008. Save as disclosed
herein, he had not held any directorship in any other listed companies in Hong Kong and overseas
during the past three years.

Mr. Kuan, along with board members appointed by the Carlyle Group and PPM Ventures, served as a
board director of Mercury Corporation in South Korea (which carried on the business of
telecommunications equipment manufacturing and service providing) when it filed for corporate
reorganisation under Korea’s Corporate Restructuring Act in March 2004 which was finalised in


                                                 –3–
September 2004. Mr. Kuan, along with board representatives from Francisco Partners and Court Square
Capital, was a board director of Magnachip Semiconductor LLC (a Delaware company which carried on
the business of manufacturing and selling analog and mixed-signal semiconductor products for
consumer electronics) when it filed a voluntary petition seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code in June 2009 which was approved by the relevant court.
Magnachip Semiconductor LLC has exited bankruptcy earlier this year and its bankruptcy case has
been officially closed by the relevant court.

Pursuant to the Articles, the appointment of Mr. Kuan as an alternate director to Mr. Ho shall remain
effective until Mr. Ho ceases to be a director of the Company or Mr. Kuan’s appointment has been
revoked by Mr. Ho, whichever is earlier. Pursuant to the Articles, Mr. Kuan shall not be entitled to
receive any remuneration or fees from the Company in respect of his appointment as an alternate
director to Mr. Ho.

Mr. Kuan was also appointed as an alternate director to Mr. Ho as a non-executive director of SHKS
and UAF, and an alternate to Mr. Ho as a member of the Audit Committee, Remuneration Committee
and Risk Management Committee of the Company, all with effect from 13th July, 2010.

As at the date of this announcement, save as disclosed above, Mr. Kuan does not have any relationship
with any directors, senior management or substantial or controlling shareholders of the Company, does
not hold any other positions with the Company or any of its subsidiaries, nor does he have any interest
in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr.
Kuan is not aware of any other matters that are required to be disclosed pursuant to paragraphs
13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the
attention of the holders of shares of the Company.

The board of directors of the Company (the ‘‘Board’’) would like to take this opportunity to welcome
Mr. Ho, Mr. Leung and Mr. Kuan to join the Board.

                                                                                    By Order of the Board
                                                                                 Sun Hung Kai & Co. Limited
                                                                                      Joseph Tong Tang
                                                                                      Executive Director

Hong Kong, 13th July, 2010

As at the date of this announcement, the Board comprises:

Executive Directors:
Messrs. Lee Seng Huang (Chairman) and Joseph Tong Tang

Non-Executive Directors:
Messrs. Goh Joo Chuan, Fevzi Timucin Engin, Josefh Kamal Eskandar (alternate to Mr. Fevzi Timucin Engin), Patrick Lee
Seng Wei, Ming Cheng, Ho Chi Kit, Roy Kuan (alternate to Mr. Ho Chi Kit) and Leung Pak To

Independent Non-Executive Directors:
Messrs. David Craig Bartlett, Alan Stephen Jones, Carlisle Caldow Procter and Peter Wong Man Kong


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