新鸿基地产发布100亿美元中期票据计划更新资料备忘录，属程序性年度更新、无实际新增发债

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securities, nor is it calculated to invite any such invitation or offer.

This announcement is not for distribution to (i) any person or address in the United States or (ii) any U.S.
person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”)). The securities have not been, and will not be, registered under the U.S. Securities Act, or
the securities laws of any state of the United States or other jurisdiction and the securities may not be offered
or sold within the United States, or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
applicable state or local securities laws.

This announcement and the listing document referred to herein have been published for information
purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited and do not constitute an offer to sell nor a solicitation of an offer to buy any securities.
Neither this announcement nor anything referred to herein (including the listing document) forms the basis
for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this
announcement and the listing document referred to herein shall not be deemed to be an offer of securities
made pursuant to a prospectus issued by or on behalf of the Issuer (as defined below) for the purposes of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it
constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer
to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of
the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

Notice to Hong Kong investors: The Issuer and the Guarantor (as defined below) confirm that the instruments
to be issued under the Programme (as defined below) (the “Instruments”) are intended for purchase by
Professional Investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited) only and the Programme has been, and the Instruments to be listed on The
Stock Exchange of Hong Kong Limited will be, listed on The Stock Exchange of Hong Kong Limited on that
basis. Accordingly, the Issuer and the Guarantor confirm that the Instruments are not appropriate as an
investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

PUBLICATION OF THE INFORMATION MEMORANDUM




SUN HUNG KAI PROPERTIES (CAPITAL MARKET) LIMITED
(incorporated with limited liability in the Cayman Islands)
as Issuer

and

SUN HUNG KAI PROPERTIES LIMITED
(incorporated with limited liability in Hong Kong)
Stock Codes: 16 (HKD counter) and 80016 (RMB counter)
as Guarantor

U.S.$10,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
(THE “PROGRAMME”)
This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited.

Please refer to the information memorandum dated 21 October 2026 (the “Information Memorandum”)
appended herein in relation to the update of the Programme. As disclosed in the Information Memorandum,
the Instruments are intended for purchase by Professional Investors (as defined in Chapter 37 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only and the Programme
has been, and the Instruments to be listed on The Stock Exchange of Hong Kong Limited will be, listed on
The Stock Exchange of Hong Kong Limited on that basis.

The Information Memorandum does not constitute a prospectus, notice, circular, brochure or advertisement
offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers
to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or
purchase any securities.

The Information Memorandum must not be regarded as an inducement to subscribe for or purchase any
securities of Sun Hung Kai Properties (Capital Market) Limited, and no such inducement is intended. No
investment decision should be made based solely on the information contained in the Information
Memorandum.

Hong Kong, 22 October 2026

As at the date of this announcement, the Board of Directors of the Guarantor comprises eight Executive
Directors, being KWOK Ping-luen, Raymond (Chairman and Managing Director)(KWOK Ho-lai, Edward
being his Alternate Director), WONG Chik-wing, Mike (Deputy Managing Director), LUI Ting, Victor (Deputy
Managing Director), KWOK Kai-fai, Adam, KWOK Kai-wang, Christopher, TUNG Chi-ho, Eric, FUNG Yuk-
lun, Allen and CHAN Hong-ki, Robert; one Non-Executive Director, being KWOK Kai-chun, Geoffrey; and
seven Independent Non-Executive Directors, being YIP Dicky Peter, WONG Yue-chim, Richard, LI Ka-cheung,
Eric, FUNG Kwok-lun, William, LEUNG Nai-pang, Norman, LEUNG KO May-yee, Margaret and FAN Hung-
ling, Henry, and the Board of Directors of the Issuer comprises three Directors, being WONG Chik-wing,
Mike, LUI Ting, Victor and LI Ching-kam, Frederick.
Appendix – Information Memorandum
INFORMATION MEMORANDUM




SUN HUNG KAI PROPERTIES (CAPITAL MARKET) LIMITED
(incorporated with limited liability in the Cayman Islands)
as Issuer

and

SUN HUNG KAI PROPERTIES LIMITED
(incorporated with limited liability in Hong Kong)
as Guarantor

U.S.$10,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS

Application has been made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the listing of the
U.S.$10,000,000,000 programme for the issuance of debt instruments described in this information memorandum (the “Programme”) by way of debt
issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)
(“Professional Investors”) only during the 12-month period after the date of this information memorandum (the “Information Memorandum”) on the
Hong Kong Stock Exchange. This Information Memorandum is for distribution to Professional Investors only.
Notice to Hong Kong investors: Each of the Issuer and the Guarantor confirms that the Instruments (as defined below) to be issued under the
Programme are intended for purchase by Professional Investors only and the Programme and the Instruments, to the extent that such Instruments are
to be listed on the Hong Kong Stock Exchange, will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, each of the Issuer and the
Guarantor confirms that the Instruments are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider
the risks involved.
The Hong Kong Stock Exchange has not reviewed the contents of this Information Memorandum, other than to ensure that the prescribed
form disclaimer and responsibility statements, and a statement limiting distribution of this Information Memorandum to Professional Investors only
have been reproduced in this Information Memorandum. Listing of the Programme or the Instruments on the Hong Kong Stock Exchange is not
to be taken as an indication of the commercial merits or credit quality of the Programme, the Instruments or the Issuer, the Guarantor or the SHKP
Group (as defined below) or quality of disclosure in this Information Memorandum. Hong Kong Exchanges and Clearing Limited and the Hong
Kong Stock Exchange take no responsibility for the contents of this Information Memorandum, 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 Information Memorandum.
This Information Memorandum includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer, the Guarantor and the SHKP Group. The Issuer and
the Guarantor accept full responsibility for the accuracy of the information contained in this Information Memorandum and confirm, having made all
reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein
misleading.
Notice of the aggregate nominal amount of Instruments issued under the Programme, interest (if any) payable in respect of Instruments, the
issue price of Instruments and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms
and Conditions of the Instruments”) of Instruments will be set out in a pricing supplement (the “Pricing Supplement”) which, with respect to
Instruments to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, on or before the date of issue of the
Instruments of such Tranche. However, unlisted Instruments and Instruments to be listed, traded or quoted on or by any other competent authority, stock
exchange or quotation system may be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Instruments
will specify whether or not such Instruments will be listed on the Hong Kong Stock Exchange (or listed, traded or quoted on or by any other competent
authority, other exchange or quotation system).
The Instruments and the Guarantee (as defined under “Summary of the Programme”) have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the
United States, and may include Instruments in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments
may not be offered, sold or, in the case of bearer Instruments, delivered within the United States or to, or for the account or benefit of U.S. persons
(as defined in Regulation S under the Securities Act (“Regulation S”)). Accordingly, the Instruments and the Guarantee will be offered and sold only
(i) outside the United States to non-U.S. persons in reliance on Regulation S and (ii) with respect to Instruments in registered form only, within the
United States in reliance on Rule 144A to qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)).
For a description of certain restrictions on offers, sales and deliveries of Instruments within the United States, and certain undertakings by the Issuer
and the Guarantor in connection therewith, see “Subscription and Sale”, “Transfer Restrictions; United States Considerations” and “General
Information”.




Arranger for the Programme
HSBC
Dealers
ANZ BANK OF CHINA (HONG KONG)
BNP PARIBAS CITIGROUP
CRÉDIT AGRICOLE CIB DBS BANK LTD.
DEUTSCHE BANK GOLDMAN SACHS (ASIA) L.L.C.
HSBC ICBC (ASIA)
MIZUHO MORGAN STANLEY
MUFG OCBC
SMBC NIKKO STANDARD CHARTERED BANK
UBS UNITED OVERSEAS BANK

21 October 2026
Sun Hung Kai Properties (Capital Market) Limited (the “Issuer”) may from time to time issue
instruments in bearer and/or registered form under the Programme (the “Instruments”).
Instruments issued by the Issuer will be unconditionally and irrevocably guaranteed by Sun Hung
Kai Properties Limited (“SHKP” or the “Guarantor”).


This Information Memorandum includes particulars given in compliance with the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKSE
Rules”) for the purpose of giving information with regard to the Issuer, the Guarantor and the SHKP
Group. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the
information contained in this Information Memorandum and confirms, having made all reasonable
enquiries, that to the best of its knowledge and belief there are no other facts the omission of which
would make any statement herein misleading.


Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no
responsibility for the contents of this Information Memorandum, 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 Information
Memorandum.


This Information Memorandum should be read and construed with any amendment or
supplement thereto and with any other documents incorporated by reference and, in relation to any
Series (as defined herein) of Instruments, should be read and construed together with the relevant
Pricing Supplement(s) (as defined herein). References herein to this Information Memorandum are
to this Information Memorandum.


Each of the Issuer and the Guarantor having made all reasonable enquiries confirms that this
Information Memorandum contains all information with respect to the Issuer, the Guarantor, the
Guarantor and its subsidiaries and affiliates taken as a whole (the “SHKP Group”) and the
Instruments that is material in the context of the issue and offering of the Instruments; the
statements contained in it relating to the Issuer, the Guarantor and the SHKP Group and the
Instruments are in every material particular true and accurate and not misleading; the opinions and
intentions expressed in this Information Memorandum with regard to the Issuer, the Guarantor and
the SHKP Group are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions; there are no other facts in relation to the Issuer, the
Guarantor, the SHKP Group or the Instruments the omission of which would, in the context of the
issue and the offering of the Instruments, make any statement in this Information Memorandum
misleading in any material respect; and all reasonable enquiries have been made by the Issuer and
the Guarantor to ascertain such facts and to verify the accuracy of all such information and
statements. To the fullest extent permitted by law, none of the Dealers, the Arranger, the Issue and
Paying Agent or the Registrar or any of their respective director, officer, employee, agent, affiliates
or advisers accepts any responsibility for the contents of this Information Memorandum or for any
other statement, made or purported to be made by the Arranger, any of the Dealers, the Issue and
Paying Agent or the Registrar or any of their respective director, officer, employee, agent, affiliates
or advisers or on its behalf in connection with the Issuer, the Guarantor, the SHKP Group or the
issue and offering of the Instruments. The Arranger, each Dealer, the Issue and Paying Agent and the
Registrar and their respective director, officer, employee, agent, affiliates and advisers accordingly
disclaims all and any liability, whether arising in tort or contract or otherwise; which it might
otherwise have in respect of this Information Memorandum or any such statement.


–i–
None of the Arranger, the Dealers, the Issue and Paying Agent, the Registrar or any of their
respective director, officer, employee, agent, affiliates or advisers undertakes to review the financial
condition or affairs of the Issuer, the Guarantor or the SHKP Group for so long as the Instruments
remain outstanding nor to advise any investor or potential investor of the Instruments of any
information coming to the attention of any of the Arranger, the Dealers, the Issue and Paying Agent,
the Registrar or any of their respective director, officer, employee, agent, affiliates or advisers.


No person has been authorised by the Issuer or SHKP to give any information or to make any
representation not contained in or not consistent with this Information Memorandum or any other
document entered into in relation to the Programme or any information supplied by the Issuer or
SHKP or such other information as is in the public domain and, if given or made, such information
or representation should not be relied upon as having been authorised by the Issuer or SHKP or any
Dealer.


The Arranger, the Dealers, the Issue and Paying Agent, the Registrar have not independently
verified any of the information contained in this Information Memorandum and can give no
assurance that this information is accurate, truthful or complete. Accordingly, no representation,
warranty or undertaking, express or implied, is made or given by the Arranger, the Dealers, the Issue
and Paying Agent, the Registrar or any of their respective director, officer, employee, agent, affiliates
or advisers, and neither the Arranger, the Dealers, the Issue and Paying Agent, the Registrar nor any
of their respective affiliates makes any representation, warranty or undertaking or accepts any
responsibility or liability, as to any responsibility for any acts or omissions of the Issuer or the
Guarantor or any other person (other than the relevant Dealers) in connection with the issue and
offering of the Instruments or the accuracy, sufficiency or completeness of the information contained
or incorporated in this Information Memorandum or any other information provided by the Issuer
or the Guarantor in connection with the Programme, and nothing contained or incorporated in this
Information Memorandum is, or shall be relied upon as, a promise, representation or warranty by
the Arranger, the Dealers, the Issue and Paying Agent or the Registrar. Neither the delivery of this
Information Memorandum or any Pricing Supplement nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained in this
Information Memorandum is true subsequent to the date thereof or the date upon which this
Information Memorandum has been most recently amended or supplemented or that there has been
no adverse change in the financial situation of the Issuer or SHKP, as the case may be, since the date
thereof or, if later, the date upon which this Information Memorandum has been most recently
amended or supplemented or that any other information supplied in connection with the Programme
is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.


Neither this Information Memorandum nor any other information supplied in connection with
the Programme or any Instruments (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, the Guarantor, the
Arranger, any of the Dealers, the Issue and Paying Agent, the Registrar that any recipient of this
Information Memorandum should purchase any Instruments. Each potential purchaser of
Instruments should determine for itself the relevance of the information contained in this
Information Memorandum and its purchase of Instruments should be based upon such
investigations with its own tax, legal and business advisers as it deems necessary.




– ii –
The distribution of this Information Memorandum and any Pricing Supplement and the
offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law.
Persons into whose possession this Information Memorandum or any Pricing Supplement comes are
required by the Issuer, SHKP and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments
and on the distribution of this Information Memorandum or any Pricing Supplement and other
offering material relating to the Instruments, see “Transfer Restrictions; United States
Considerations” and “Subscription and Sale”.

The Instruments and the Guarantee have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any State securities commission in the United States or any
other U.S. regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Instruments or Guarantee or the accuracy or adequacy of this
Information Memorandum. Any representation to the contrary is a criminal offence in the United
States.

There are restrictions on the offer and sale of the Instruments in the United Kingdom. All
applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to
anything done by any person in relation to the Instruments in, from or otherwise involving the
United Kingdom must be complied with. See “Subscription and Sale”.

Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an
invitation to subscribe for or purchase any Instruments and should not be considered as a
recommendation by the Issuer, SHKP, the Dealers or any of them that any recipient of this
Information Memorandum or any Pricing Supplement should subscribe for or purchase any
Instruments. Each recipient of this Information Memorandum or any Pricing Supplement shall be
taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the Issuer and SHKP.

The maximum aggregate principal amount of Instruments outstanding at any one time under
the Programme will not exceed U.S.$10,000,000,000 (and for this purpose, any Instruments
denominated in another currency shall be translated into U.S. dollars at the date of the agreement
to issue such Instruments calculated in accordance with the provisions of the Dealership Agreement).
The maximum aggregate principal amount of Instruments which may be outstanding at any one time
under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealership Agreement as defined under “Subscription and Sale”. In the event that
the maximum aggregate principal amount of Instruments permitted to be outstanding at any one
time under the Programme is to be increased, the Issuer and the Guarantor will prepare or procure
the preparation of an amendment or supplement to this Information Memorandum reflecting such
increased amount.

This Information Memorandum has been prepared on the basis that any offer of Instruments
in any Member State of the European Economic Area which has implemented Regulation (EU)
2017/1129 (the “Prospectus Regulation” and each such Member State, a “Relevant Member State”)
will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Instruments.
Accordingly, any person making or intending to make an offer in that Relevant Member State of
Instruments which are the subject of an offering contemplated in this Information Memorandum as
completed by pricing supplements in relation to the offer of those Instruments may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus


– iii –
pursuant to Article 1(4) and/or 3 of the Prospectus Regulation or any relevant implementing measure
of that Relevant Member State or if a prospectus has been published, supplement such prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer, none of
the Issuer, the Guarantor or any Dealer has authorised, nor do any of them authorise, the making
of any offer of Instruments in circumstances in which an obligation arises for the Issuer, the
Guarantor or any Dealer to publish or supplement a prospectus for such offer.

This Information Memorandum has been prepared on the basis that any offer of Instruments
in the United Kingdom will be made pursuant to an exception to the prohibition on a public offer
under the Public Offers and Admissions to Trading Regulations 2024 ( the “POATRs”). Accordingly,
any person making or intending to make an offer in the United Kingdom of Instruments may only
do so pursuant to an exception from the public offer prohibition contained in the POATRs and in
circumstances in which no obligation arises for the Issuer, the Guarantor or any Dealer to publish
or supplement a prospectus pursuant to the Prospectus Rules: Admission to Trading on a Regulated
Market sourcebook.

IMPORTANT – EUROPEAN ECONOMIC AREA RETAIL INVESTORS – Unless the Pricing
Supplement in respect of any Instruments specifies “Prohibition of Sales to EEA Retail Investors”
as “Not Applicable”, the Instruments are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
“Insurance Distribution Directive”), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014 (the “PRIIPs Regulation”) for offering or selling the Instruments or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the
Instruments or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

IMPORTANT – UK RETAIL INVESTORS – Unless the Pricing Supplement in respect of any
Instruments specifies “Prohibition of Sales to UK Retail Investors” as “Not Applicable”, the
Instruments are not intended to be offered, sold, distributed or otherwise made available to and
should not be offered, sold, distributed or otherwise made available to any retail investor in the
United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or
both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (ii) not a qualified
investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure
Sourcebook (DISC) for offering, selling or distributing the Instruments or otherwise making them
available to retail investors in the UK has been prepared and therefore offering, selling or
distributing the Instruments or otherwise making them available to any retail investor in the UK
may be unlawful under DISC and the Consumer Composite Investments (Designated Activities)
Regulations 2024.

MiFID II product governance/target market – The Pricing Supplement may include a legend
entitled “MiFID II Product Governance” which will outline the target market assessment in respect
of the Instruments and which channels for distribution of the Instruments are appropriate. Any
person subsequently offering, selling or recommending the Instruments (a “distributor”) should take
into consideration the target market assessment; however, a distributor subject to MiFID is
responsible for undertaking its own target market assessment in respect of the Instruments (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.


– iv –
A determination will be made in relation to each issue about whether, for the purpose of the
Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance
Rules”), any Dealer subscribing for any Instruments is a manufacturer in respect of such
Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR product governance/target market – The Pricing Supplement may include a legend
entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect
of the Instruments and which channels for distribution of the Instruments are appropriate. Any
person subsequently offering, selling or recommending the Instruments (a “distributor”) should take
into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product
Governance Rules”) is responsible for undertaking its own target market assessment in respect of
the Instruments (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Instruments is a manufacturer in
respect of such Instruments, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance
Rules.

Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as
amended or modified from time to time (the “SFA”) – Unless otherwise stated in the Pricing Supplement
in respect of any Instruments, the Issuer hereby notifies the relevant persons (as defined in Section 309A
of the SFA) that all Instruments issued or to be issued under the Programme shall be prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the
SFC Code – Important Notice to Prospective Investors.

Prospective investors should be aware that certain intermediaries in the context of certain offerings
of Instruments pursuant to this Programme, each such offering, a “CMI Offering”, including certain
Dealers, may be “capital market intermediaries” (“CMIs”) subject to Paragraph 21 of the Code of Conduct
for Persons Licensed by or Registered with the Securities and Futures Commission (the “SFC Code”).
This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such
CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be
acting as “overall coordinators” (together, the “OCs”) for a CMI Offering and are subject to additional
requirements under the SFC Code. The application of these obligations will depend on the role(s)
undertaken by the relevant Dealer(s) in respect of each CMI Offering.

Prospective investors who are the directors, employees or major shareholders of the Issuer, the
Guarantor, a CMI or its group companies would be considered under the SFC Code as having an
association (“Association”) with the Issuer, the Guarantor, the CMI or the relevant group company.
Prospective investors associated with the Issuer, the Guarantor or any CMI (including its group
companies) should specifically disclose this when placing an order for the relevant Instruments and should
disclose, at the same time, if such orders may negatively impact the price discovery process in relation to
the relevant CMI Offering. Prospective investors who do not disclose their Associations are hereby
deemed not to be so associated. Where prospective investors disclose their Associations but do not disclose
that such order may negatively impact the price discovery process in relation to the relevant CMI Offering,
such order is hereby deemed not to negatively impact the price discovery process in relation to the relevant
CMI Offering.


–v–
Prospective investors should ensure, and by placing an order prospective investors are deemed to
confirm, that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two
or more corresponding or identical orders placed via two or more CMIs). A rebate may be offered by the
Issuer to all private banks for orders they place (other than in relation to Instruments subscribed by such
private banks as principal whereby it is deploying its own balance sheet for onward selling to investors),
payable upon closing of the relevant CMI Offering based on the principal amount of the Instruments
distributed by such private banks to investors. Private banks are deemed to be placing an order on a
principal basis unless they inform the CMIs otherwise. As a result, private banks placing an order on a
principal basis (including those deemed as placing an order as principal) will not be entitled to, and will
not be paid, the rebate. Details of any such rebate will be set out in the applicable pricing supplement or
otherwise notified to prospective investors. If a prospective investor is an asset management arm affiliated
with any relevant Dealer, such prospective investor should indicate when placing an order if it is for a fund
or portfolio where the relevant Dealer or its group company has more than 50% interest, in which case it
will be classified as a “proprietary order” and subject to appropriate handling by CMIs in accordance with
the SFC Code and should disclose, at the same time, if such “proprietary order” may negatively impact
the price discovery process in relation to the relevant CMI Offering. Prospective investors who do not
indicate this information when placing an order are hereby deemed to confirm that their order is not a
“proprietary order”. If a prospective investor is otherwise affiliated with any relevant Dealer, such that its
order may be considered to be a “proprietary order” (pursuant to the SFC Code), such prospective investor
should indicate to the relevant Dealer when placing such order. Prospective investors who do not indicate
this information when placing an order are hereby deemed to confirm that their order is not a “proprietary
order”. Where prospective investors disclose such information but do not disclose that such “proprietary
order” may negatively impact the price discovery process in relation to the relevant CMI Offering, such
“proprietary order” is hereby deemed not to negatively impact the price discovery process in relation to
the relevant CMI Offering.


Prospective investors should be aware that certain information may be disclosed by CMIs (including
private banks) which is personal and/or confidential in nature to the prospective investor. By placing an
order, prospective investors are deemed to have understood and consented to the collection, disclosure, use
and transfer of such information by the relevant Dealers and/or any other third parties as may be required
by the SFC Code, including to the Issuer, the Guarantor, any OCs, relevant regulators and/or any other
third parties as may be required by the SFC Code, it being understood and agreed that such information
shall only be used for the purpose of complying with the SFC Code, during the bookbuilding process for
the relevant CMI Offering. Failure to provide such information may result in that order being rejected.


Unless otherwise indicated, all references in this Information Memorandum to the “PRC”, “Mainland
China”, “Mainland” or “China” are to the People’s Republic of China and, for the purpose of this
Information Memorandum only, excluding Hong Kong, the Macau Special Administrative Region of the
PRC and Taiwan; all references to “Hong Kong” are to the Hong Kong Special Administrative Region of
China.


All references in this Information Memorandum to “HK$” or “Hong Kong dollars” are to the lawful
currency of Hong Kong. All references to “U.S.$”, “U.S. dollars”, “United States dollars” or “cents” are
to the lawful currency of the United States of America. All references to “GBP” or “£” are to the lawful
currency of the United Kingdom. All references to “euro” and “ C” refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the
Functioning of the European Union, as amended. In addition, all reference to “RMB”, “CNY” and
“Renminbi” are to the lawful currency of the PRC.



– vi –
Certain figures in this Information Memorandum are shown in HK$ with figures in U.S.$ in brackets
immediately after. The U.S.$ figures are calculated by converting the HK$ figures at a rate of HK$7.8 to
U.S.$1 throughout, this being the approximate current market rate. All translations from HK$ to U.S.$
were made for convenience and information purposes only and should not be construed as a representation
that the relevant amounts in question have been or could have been converted into U.S.$ at that particular
rate.

Any discrepancies in the tables included herein between the listed amounts and the totals thereof are
due to rounding.

In this Information Memorandum, unless the contrary intention appears, a reference to a law or a
provision of a law is a reference to that law or provision as extended, amended or re-enacted.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:

(1) the two most recently audited consolidated annual financial statements published on the Hong
Kong Stock Exchange, together with the audit reports thereon (if any) and any unaudited(1)
consolidated interim financial statements published subsequently to such annual financial
statements, of SHKP from time to time; and

(2) all amendments and supplements to this Information Memorandum prepared by the Issuer and
SHKP from time to time, save that any statement contained in this Information Memorandum
or in any of the documents incorporated by reference in, and forming part of, this Information
Memorandum shall be deemed to be modified or superseded for the purpose of this Information
Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.

Save for the most recently published audited consolidated annual financial statements of the
Guarantor, together with the audit report thereon (if any) incorporated from time to time in this
Information Memorandum, the financial information contained in this Information Memorandum does not
constitute the Guarantor’s specified financial statements (as defined in the Companies Ordinance (Cap.
622) of Hong Kong) for the financial years ended 30 June 2025 and 2026, respectively but, in respect of
financial information relating to a full financial year, is derived from those specified financial statements.
The Guarantor has delivered the specified financial statements for the financial years ended 30 June 2025
and 2026, respectively to the Registrar of Companies of Hong Kong. The Guarantor’s auditor has issued
unqualified reports on the specified financial statements for both years.


Note:

(1) Any unaudited financial statements should not be relied upon to provide the same quality of information associated
with information that has been subject to an audit nor taken as an indication of the expected financial condition and
results of operations of SHKP for the relevant full financial year. Potential investors must exercise caution when using
such data to evaluate SHKP’s financial condition, results of operations and results.


In the event that the maximum aggregate principal amount of Instruments permitted to be
outstanding at any one time under the Programme is to be increased, the Issuer and the Guarantor will
prepare or procure the preparation of an amendment or supplement to this Information Memorandum
reflecting such increased amount.


– vii –
The Issuer and SHKP will, at the specified offices of the Paying Agents, provide, free of charge, upon
oral or written request therefor, a copy of this Information Memorandum (or any document incorporated
by reference in this Information Memorandum). Written or oral requests for such documents should be
directed to the specified office of any Paying Agent. In addition, such documents will be available free
of charge from the specified office of the Paying Agent in Hong Kong for Instruments listed on the Hong
Kong Stock Exchange.


AVAILABLE INFORMATION


For so long as any of the Registered Instruments (as defined in “Summary of the Programme”)
bearing the Securities Act Legend remain outstanding and are “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act, the Issuer and the Guarantor covenant and agree that they shall,
during any period in which they are not subject to Section 13 or 15(d) under the United States Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) nor exempt from reporting pursuant to Rule
12g3-2(b) under such Act, make available to any Holder in connection with any sale thereof and any
prospective purchaser of such Instruments from such Holder, in each case upon request, the information
specified in, and meeting the requirements of, Rule 144(d)(4) under the Securities Act.




– viii –
TABLE OF CONTENTS

Page

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

TERMS AND CONDITIONS OF THE INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM . . . . . . . . 79

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

THE DEPOSITORY TRUST COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

TRANSFER RESTRICTIONS; UNITED STATES CONSIDERATIONS . . . . . . . . . . . . . . . . . . 88

ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

SUN HUNG KAI PROPERTIES (CAPITAL MARKET) LIMITED . . . . . . . . . . . . . . . . . . . . . 92

HONG KONG AND THE HONG KONG PROPERTY MARKET . . . . . . . . . . . . . . . . . . . . . . 95

CAPITALISATION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

SUN HUNG KAI PROPERTIES LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

DIRECTORS AND SENIOR MANAGEMENT OF THE GUARANTOR. . . . . . . . . . . . . . . . . . 121

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

PRO FORMA PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE
DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) (OR
PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN THE
APPLICABLE PRICING SUPPLEMENT MAY OVER-ALLOT INSTRUMENTS OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
INSTRUMENTS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT OCCUR. ANY STABILISATION ACTION MAY BEGIN
ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF BEGUN,
MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.


– ix –
SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this
Information Memorandum and, in relation to any Instruments, in conjunction with the relevant Pricing
Supplement and, to the extent applicable, the Terms and Conditions of the Instruments set out herein.

Issuer: Sun Hung Kai Properties (Capital Market) Limited
(LEI: 222100WJDEUAP4JLW867).

Guarantor: Sun Hung Kai Properties Limited.

Arranger: The Hongkong and Shanghai Banking Corporation Limited.

Dealers: Australia and New Zealand Banking Group Limited, Bank of
China (Hong Kong) Limited, BNP PARIBAS, Citigroup Global
Markets Limited, Crédit Agricole Corporate and Investment Bank,
DBS Bank Ltd., Deutsche Bank AG, Hong Kong Branch, Goldman
Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking
Corporation Limited, Industrial and Commercial Bank of China
(Asia) Limited, Mizuho Securities Asia Limited, Morgan Stanley
& Co. International plc, MUFG Securities EMEA plc, Oversea-
Chinese Banking Corporation Limited, SMBC Nikko Securities
(Hong Kong) Limited, Standard Chartered Bank, Standard
Chartered Bank (Hong Kong) Limited, UBS AG Hong Kong
Branch, United Overseas Bank Limited and any other dealer
appointed from time to time either generally in respect of the
Programme or in relation to a particular Tranche (as defined
below) of Instruments.

Issue and Paying Agent: HSBC Bank plc.

Hong Kong Paying Agent: The Hongkong and Shanghai Banking Corporation Limited.

New York Paying Agent: HSBC Bank USA, National Association.

Registrar: HSBC Bank plc.

Alternative Registrar: HSBC Bank USA, National Association.

Programme Amount: U.S.$10,000,000,000 (and, for this purpose, any Instruments
denominated in another currency shall be translated into U.S.
dollars at the date of the agreement to issue such Instruments using
the spot rate of exchange for the purchase of such currency against
payment of U.S. dollars being quoted by the Issue and Paying
Agent on the date on which the relevant agreement in respect of the
relevant Tranche (as defined below) was made or such other rate as
the Issuer and the relevant Dealer may agree) in aggregate
principal amount of Instruments outstanding at any one time. The
maximum aggregate principal amount of Instruments which may
be outstanding under the Programme may be increased from time
to time, subject to compliance with the relevant provisions of the
Dealership Agreement as defined under “Subscription and Sale”.



–1–
Issuance in Series: Instruments will be issued in series (each, a “Series”). Each Series
may comprise one or more tranches (“Tranches” and each, a
“Tranche”) issued on different issue dates. The Instruments of
each Series will all be subject to identical terms, except that the
issue date and the amount of the first payment of interest may be
different in respect of different Tranches. The Instruments of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Instruments of different
denominations.

Form of Instruments: Instruments may be issued in bearer form or in registered form. In
respect of each Tranche of Instruments issued in bearer form,
which will be Instruments offered or sold under Regulation S (the
“Unrestricted Instruments”) only, the Issuer will deliver a
temporary global Instrument (a “Temporary Global Instrument”)
or (if so specified in the relevant Pricing Supplement in respect of
Instruments to which U.S. Treasury Regulation
§1.163-5(c)(2)(i)(C) (or any successor United States Treasury
regulation section, including without limitation, successor
regulations issued in accordance with Internal Revenue Service
Notice 2012-20 or otherwise in connection with the United States
Hiring Incentives to Restore Employment Act of 2010) (the
“TEFRA C Rules”) applies (as so specified in such Pricing
Supplement)) a permanent global Instrument (a “Permanent
Global Instrument”). Such bearer global Instrument will be either
(i) deposited on or before the relevant issue date therefor with a
depositary or a common depositary for Euroclear Bank SA/NV
(“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream”)
and/or any other relevant clearing system or (ii) lodged on or
before the relevant issue date therefor with a sub-custodian in
Hong Kong for the Central Moneymarkets Unit Service operated
by the Hong Kong Monetary Authority (the “CMU”). Each
Temporary Global Instrument will be exchangeable for a
Permanent Global Instrument or, if so specified in the relevant
Pricing Supplement, for Instruments in definitive bearer form
(“Definitive Instruments”) and/or, if so specified in the relevant
Pricing Supplement, registered form (“Registered Instruments”)
in accordance with its terms. Each Permanent Global Instrument
will be exchangeable for Definitive Instruments and/or, if so
specified in the relevant Pricing Supplement, Registered
Instruments in accordance with its terms. (See further under
“Provisions Relating to the Instruments whilst in Global Form”
below.) Definitive Instruments will, if interest-bearing, have
interest coupons (“Coupons”) attached and, if appropriate, a talon
(“Talon”) for further Coupons and will, if the principal thereof is
repayable by instalments, have payment receipts (“Receipts”)
attached. Each Instrument issued in registered form shall represent
the entire holding of Registered Instruments by the same holder. A
Registered Instrument may be registered in the name of a nominee
for one or more clearing system(s) and such an Instrument is
referred to herein as a “Global Registered Instrument”.



–2–
In respect of each Tranche of Instruments issued in registered form
only, the Issuer may deliver a global Unrestricted Instrument
and/or Instruments offered and sold under Rule 144A (the
“Restricted Instruments”) in global form. Such global
Unrestricted Instrument will be either (i) deposited on or before the
relevant issue date therefor with a depositary or a common
depositary for Euroclear and/or Clearstream and/or any other
relevant clearing system or (ii) lodged on or before the relevant
issue date therefor with a sub-custodian in Hong Kong for the
CMU. Such global Restricted Instrument, if issued, will be
deposited on or before the relevant issue date therefor with a
custodian for, and registered in the name of a nominee of, The
Depository Trust Company (“DTC”). Interests in such Unrestricted
Instrument and/or Restricted Instruments will be exchangeable for
Registered Instruments that are not Global Registered Instruments
if so specified in the relevant Pricing Supplement and in
accordance with their respective terms.

Instruments in registered form may not be exchanged for
Instruments in bearer form.

Currencies: Instruments may be denominated in any currency or currencies
including, without limitation, Australian Dollars (“AUD”),
Canadian Dollars (“CAD”), Danish Kroner (“DKK”), euro
(“EUR”), Hong Kong Dollars (“HKD”), Japanese Yen (“JPY”),
New Zealand Dollars (“NZD”), Norwegian Kroner (“NKR”),
Pounds Sterling (“GBP”), Renminbi (“CNY”), Swedish Kronor
(“SEK”), Swiss Francs (“CHF”) and United States dollars
(“USD”), subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect
of Instruments may, subject to compliance as aforesaid, be made
in, and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.

Status: The Instruments will constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 4)
unsecured obligations of the Issuer and rank equally without any
preference among themselves and equally with all other
unsubordinated and unsecured obligations of the Issuer, present
and future (save for certain mandatory exceptions provided by
law).

Guarantee and Status of Guarantee: Instruments will be guaranteed as to payment of principal and
interest by the Guarantor (the “Guarantee”). The obligations of
the Guarantor under the Guarantee will constitute direct,
unconditional, unsubordinated and (subject to the provisions of
Condition 4) unsecured obligations of the Guarantor ranking
equally with all other unsecured and unsubordinated obligations of
the Guarantor, present and future (save for certain mandatory
exceptions provided by law).



–3–
Issue Price: Instruments may be issued at any price and either on a fully or
partly paid basis, as specified in the relevant Pricing Supplement.

Maturities: Any maturity between thirty days and thirty years, subject, in
relation to specific currencies, to compliance with all applicable
legal and/or regulatory and/or central bank requirements.

Any Instruments in respect of which the issue proceeds are
received by the Issuer in the United Kingdom and having a
maturity of less than one year must (a) have a minimum
denomination of £100,000 (or its equivalent in other currencies)
and be issued only to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their businesses or who
it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services
and Markets Act 2000 (the “FSMA”) by the Issuer.

Redemption: Instruments may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified in
the relevant Pricing Supplement.

Early Redemption: Early redemption will be permitted for taxation reasons as
mentioned in “Terms and Conditions of the Instruments – Early
Redemption for Taxation Reasons”, but will otherwise be permitted
only to the extent specified in the relevant Pricing Supplement.

Events of Default: If any of the events described in Condition 7 occurs and is
continuing, then any Holder of an Instrument of the relevant Series
may, by written notice to the Issuer, at the specified office of the
Issue and Paying Agent, declare that such Instrument and (if the
Instrument is interest-bearing) all interest then accrued on such
Instrument shall be forthwith due and payable, whereupon the
same shall become immediately due and payable at its early
termination amount together with all interest (if any) accrued
thereon without presentment, demand, protest or other notice of
any kind, all of which the Issuer will expressly waive, anything
contained in such Instruments to the contrary notwithstanding,
unless, prior thereto, all Events of Default in respect of the
Instruments of the relevant Series shall have been cured. See
“Terms and Conditions of the Instruments – Events of Default”.

The Instruments will contain a cross default provision, as further
described in “Terms and Conditions of the Instruments – Events of
Default – Cross Default”.




–4–
Interest: Instruments may be interest-bearing or non-interest bearing.

Interest (if any) may accrue at a fixed or floating rate and may vary
during the lifetime of the relevant Series.

Denominations: Instruments will be issued in such denominations as may be
specified in the relevant Pricing Supplement, subject to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Redenomination, Renominalisation The relevant Pricing Supplement may provide, in respect of
and Reconventioning: Instruments denominated in a currency of a member state of the
European Union whose currency is not the euro, that with effect
from the date on which such member state adopts the euro as its
lawful currency in accordance with the Treaty on the Functioning
of the European Union as amended by the Treaty on European
Union, such Instruments: (i) may be redenominated in euro; (ii)
may be renominalised; and (iii) the conventions in respect of
payments in euro may be adopted in relation to such Instruments.

The relevant provisions applicable to any such payments and
redenomination, renominalisation and reconventioning are
contained in Condition 9D.

Taxation: Payments in respect of Instruments will be made without
withholding or deduction for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Hong Kong or, as the
case may be, the Cayman Islands or, in each case, any political
subdivision thereof or any authority or agency therein or thereof
having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required by
the laws of the aforesaid jurisdictions. In that event, the Issuer or,
as the case may be, the Guarantor will (subject to certain
exceptions) pay such additional amounts as will result in the
holders of Instruments or Coupons receiving such amounts as they
would have received in respect of such Instruments or Coupons had
no such withholding or deduction been required.

Governing Law: The Instruments and all related contractual documentation and any
non-contractual obligations arising out of or in connection with the
Instruments or such contractual documentation will be governed
by, and shall be construed in accordance with, English law.




–5–
Listing: Application has been made to the Hong Kong Stock Exchange for
the listing of the Programme under which Instruments may be
issued by way of debt issues to Professional Investors only during
the 12-month period after the date of this Information
Memorandum on the Hong Kong Stock Exchange. Each Series may
be listed on the Hong Kong Stock Exchange by way of debt issues
to Professional Investors only and/or any other stock exchange as
may be agreed between the Issuer and the relevant Dealer and
specified in the relevant Pricing Supplement, or may be unlisted.

Instruments listed on the Hong Kong Stock Exchange will be
required to have a denomination of at least HK$500,000 (or its
equivalent in other currencies).

Terms and Conditions: A Pricing Supplement will be prepared in respect of each Tranche
of Instruments, a copy of which will, in the case of Instruments to
be listed on the Hong Kong Stock Exchange, be delivered to the
Hong Kong Stock Exchange on or before the date of issue of such
Instruments. The terms and conditions applicable to each Tranche
will be those set out herein under “Terms and Conditions of the
Instruments” as supplemented, modified or replaced by the
relevant Pricing Supplement.

Enforcement of Instruments in In the case of Instruments in global form, individual investors’
Global Form: rights will be governed by a Deed of Covenant dated 27 November
2008 (as amended, supplemented or replaced from time to time),
copies of which will be available for inspection at the specified
office of any Paying Agent.

Clearing Systems: The CMU, Euroclear, Clearstream, with respect to the Restricted
Instruments only, DTC and/or, in relation to any Instruments, any
other clearing system as may be specified in the relevant Pricing
Supplement.

Ratings: Ratings will be assigned to the Programme, and tranches of
Instruments issued under the Programme may be rated or unrated.
Where a Tranche of Instruments is rated, such rating will not
necessarily be the same as the ratings assigned to the Programme.
A rating is not a recommendation to buy, sell or hold securities and
may be subject to variation, suspension or withdrawal at any time
by the assigning rating organisation.

Selling Restrictions: For a description of certain restrictions on offers, sales and
deliveries of Instruments and on the distribution of offering
material in the United States of America, the European Economic
Area, the United Kingdom, the Cayman Islands, Hong Kong, Italy,
the PRC, Japan and Singapore, see under “Transfer Restrictions;
United States Considerations” and “Subscription and Sale”.




–6–
Rule 144A: Offers and sales in accordance with Rule 144A under the Securities
Act will be permitted, if specified in the relevant Pricing
Supplement, subject to compliance with all applicable legal and/or
regulatory requirements of the United States of America. See
“Transfer Restrictions; United States Considerations”.




–7–
RISK FACTORS

This Information Memorandum does not purport to nor does it contain all information that a
prospective investor in the Instruments may require in investigating the Issuer, the Guarantor or the SHKP
Group prior to making an investment or divestment decision in relation to the Instruments. The
performance and result of operation of the SHKP Group as set out in this Information Memorandum are
historical in nature and past performance is not a guarantee of future performance. Any recipient of this
Information Memorandum contemplating subscribing for or purchasing or selling the Instruments should
determine for itself the relevance of the information contained in this Information Memorandum and any
such other document or information (or any part thereof) and its investment or divestment should be, and
shall be deemed to be, based solely upon its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor, the subsidiaries and
affiliates of the Guarantor, the terms and conditions of the Instruments and any other factors relevant to
its decision, including the merits and risks involved.

This Information Memorandum contains forward-looking statements and opinions including, without
limitation, statements in relation to future events, the SHKP Group’s prospects and expected financial
condition and business and strategies, the future development of the SHKP Group’s operations and
industry and the future development of the general domestic, regional and global economy. These
forward-looking statements and opinions are based on a number of assumptions which are subject to
uncertainties and contingencies, many of which are outside of the Issuer’s and the Guarantor’s control.
As a consequence the actual results, performance or achievements of each of the Issuer and the Guarantor
may be materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements and opinions speak only as of the date
of this Information Memorandum. Neither the Issuer nor the Guarantor assumes any obligations or
liabilities in the event that any of the forward-looking statements or opinions does not materialise or turns
out to be incorrect. Each of the Issuer and the Guarantor expressly disclaims any obligation or
undertaking to release any updates or revisions to any forward-looking statements or opinions contained
herein to reflect any change in the SHKP Group’s expectations with regard thereto or any change of events,
conditions or circumstances, on which any such statements or opinions were based. This Information
Memorandum discloses under this section “Risk Factors” and elsewhere important factors that could
cause actual results to differ materially from the Issuer’s or the Guarantor’s expectations. All written and
forward-looking statements or opinions attributable to the Issuer or the Guarantor or persons acting on
behalf of the Issuer or the Guarantor are expressly qualified in their entirety by the cautionary statements
contained in this paragraph.

RISKS RELATING TO THE SHKP GROUP

The SHKP Group is exposed to economic and real estate market conditions and political and regulatory
changes in Hong Kong.

The SHKP Group’s core business is the development of premium-quality residential and commercial
property projects for sale and investment. A substantial majority of the SHKP Group’s property portfolio
is located in Hong Kong, and a substantial majority of the SHKP Group’s revenue is derived in Hong
Kong. As a result, the general state of the Hong Kong economy, the interest rate environment and the
political and regulatory situation in Hong Kong have a significant impact on the SHKP Group’s operating
results and financial condition. Any disruption to Hong Kong’s economy, such as an increase in interest
rates as a result of the tapering of the stimulative quantitative easing policy, the interest rate increases by
the U.S. Federal Reserve since 2022 and the interest rate cut announced in September 2024, periods of
significant inflation or deflation, attempts by the central government of the PRC (the “PRC
Government”) in China to slow economic growth or limit travellers to Hong Kong or events such as the
1997 Asian financial crisis, outbreaks of severe acute respiratory syndrome, the “Avian Influenza


–8–
A”/H5N1 virus, the influenza A/H1N1 virus and the novel coronavirus (“COVID-19”), the global
financial crisis, the Eurozone debt crisis, the economic slowdown in the PRC, the civil unrest and
uncertain political environment in Hong Kong in 2019 and the first half of 2020 in relation to the
extradition bill and the national security law, the military conflicts between Russia and Ukraine and the
military conflicts between Israel and Palestine and the volatility of the global equity markets, including
the United States, Europe, the PRC and Hong Kong, and the exchange rate of Renminbi against the U.S.
dollar may have an adverse impact on the SHKP Group’s business, financial condition, results of
operations and prospects. Other events including the collapse of financial institutions and other entities,
such as PRC real estate developers, may also have an impact on the SHKP Group’s businesses, financial
conditions and prospects. If there is any renewed economic downturn or slowdown in global economic
recovery or if the market volatilities persist, there can be no assurance that the Hong Kong economy or
the SHKP Group’s business, financial condition, results of operations and prospects will not be adversely
affected.

In addition, the government of the Hong Kong Special Administrative Region (the “Hong Kong
Government”) may introduce cooling measures on the Hong Kong property market from time to time,
which may have a significant impact on the supply and demand in the property market. For example, the
Special Stamp Duty (“SSD”) imposed by the Stamp Duty (Amendment) Ordinance 2011 imposed by the
Stamp Duty Ordinance in 2012 provides that any residential property acquired on or after 27 October
2012, either by an individual or a company (regardless of where it is incorporated), and resold within 36
months, will be subject to the new rates of SSD upon the enactment of the relevant legislation.

The Buyer’s Stamp Duty (“BSD”) was also introduced in 2012 on residential properties acquired by
any person (including a company incorporated) except a Hong Kong permanent resident. BSD is to be
charged at a flat rate of 15 per cent. on all residential properties, on top of the existing stamp duty and
the SSD, if applicable.

In 2016, the Hong Kong Government announced further cooling measures in the form of an increase
to stamp duty payable on property transactions to 15 per cent., applying to all residential property
acquisitions by individuals or companies with the exception of first-time home buyers who are Hong Kong
permanent residents. The new 15 per cent. rate replaces the maximum 8.5 per cent. double ad valorem
stamp duty on non-first-time home purchases by Hong Kong permanent residents that had been in place
since February 2013. In 2017, this increased stamp duty was extended to apply to first-time Hong Kong
permanent resident property buyers acquiring multiple properties under a single contract.

On 29 June 2018, the Hong Kong Government proposed a tax on vacant first-hand private residential
units at two times the annual rateable value of the units (the “Vacancy Tax”) to encourage developers to
release residential units more quickly into the market. Under the proposal, developers of first-hand private
residential units with an occupation permit issued for 12 or more months will be required to make annual
returns disclosing the occupancy status of their units. Units that have not been occupied or rented out for
more than six of the past 12 months will be considered vacant and subject to the Vacancy Tax, which will
be collected annually.


On 13 September 2019, the Hong Kong Government gazetted an amendment bill to implement the
proposed Vacancy Tax at the Legislative Council. In October 2019, the Hong Kong Government
introduced the amendment bill into the Legislative Council for scrutiny and a bill committee was set up
in May 2020. Although the amendment bill was not passed in the relevant term of the Legislative Council
following the bill committee’s decision to discontinue its scrutiny work due to time constraint in June
2020, if the bill is subsequently implemented, the Vacancy Tax may present a financial burden to the SHKP
Group, which may have an adverse effect on its business, operating results and financial condition.


–9–
On 16 October 2019, the HKMC Insurance Limited, a wholly-owned subsidiary of The Hong Kong
Mortgage Corporation Limited, announced amendments to the Mortgage Insurance Programme for
completed residential properties which expanded the eligibility under the Mortgage Insurance Programme.
For a first-time home buyer, the cap on the value of property eligible for a mortgage loan with a maximum
cover of 90 per cent. loan-to-value ratio has been raised from the existing HK$4 million to HK$8 million.
The cap on the value of property eligible for a mortgage loan with a maximum cover of 80 per cent.
loan-to-value ratio has also been raised from HK$6 million to HK$10 million.

On 23 February 2022, the Hong Kong Mortgage Corporation Limited announced amendments to the
Mortgage Insurance Programme for completed residential properties. For a first-time home buyer, the cap
on the value of property eligible for a mortgage loan with a maximum cover of 90 per cent. loan-to-value
ratio is amended to HK$10 million. The cap on the value of property eligible for a mortgage loan with a
maximum cover of 80 per cent. loan-to-value ratio is amended to HK$12 million. On 7 July 2023, the
Mortgage Insurance Programme for completed residential properties was further amended. For a first-time
home buyer, the cap on the value of property eligible for a mortgage loan with a maximum cover of 80
per cent. loan-to-value ratio has been raised to HK$15 million. The coverage of the Mortgage Insurance
Programme has also been extended to properties valued above HK$15 million and up to HK$30 million,
subject to a mortgage loan cap of HK$12 million or a maximum loan-to-value ratio of 70 per cent.,
whichever is higher. On 22 September 2023, the Mortgage Insurance Programme was further amended
such that the eligibility criteria for residential properties under construction align with those for completed
residential properties.

As the introduction of these measures are subject to policy changes reflecting domestic political or
economic circumstances, there is no assurance that the Hong Kong Government will not introduce further
measures in the future that may have a significant impact on the property market, which may in turn affect
SHKP Group’s operating results and financial conditions.

Historically Hong Kong property values have been volatile as property values are affected by the
supply of, and the demand for, comparable properties, and the amount of new land made available by the
Hong Kong Government as well as political and economic developments in the PRC, among other factors.
In addition, as leases of Hong Kong commercial properties are usually for a short duration (typically three
years) compared to longer terms typical in the United States and other such markets, the SHKP Group’s
rental income from property experiences more frequent adjustment than would be the case in other real
estate markets. Furthermore, rental levels in Hong Kong are subject to fluctuations in supply and demand,
including as a result of competition from the new supply of properties. Any decline in property values or
rental yields could have an adverse effect on the SHKP Group’s business, financial condition or results of
operations.

The ongoing trade disputes between the United States, China and other major nations create
uncertainties in the world economy and global financial market. It remains unclear what additional actions,
if any, will be taken by the U.S. or other governments with respect to international trade agreements,
foreign policies or other matters. The continuing tensions between China and the United States may also
lead to restrictions on certain international business transactions and economic activities. Any lasting
impacts the trade war may have on the Hong Kong and China economies and the industries the SHKP
Group operates remain uncertain. Failure of trade negotiations between the United States and China may
lead to material adverse consequences on the economies of Hong Kong and other Asia Pacific countries,
which could, in turn, have a material adverse effect on the SHKP Group’s business and growth prospects.

The occurrence of an infectious disease could affect the SHKP Group’s business, financial condition
and results of operations.

The SHKP Group’s business is subject to global market fluctuations and general economic conditions
in Hong Kong, the PRC and the global economy. Any prolonged downturn, recession or other condition
that adversely affects the SHKP Group’s business and economic environment, such as the COVID-19
pandemic or any other infectious disease, could materially and adversely impact its business, financial
condition and results of operations.

COVID-19 has severely affected and may continue to put pressure on the global economy due to
continued disruption of business activities and weakened sentiment in the consumption and tourism related
sectors.


– 10 –
The outbreak of COVID-19 in different parts of the world, including places in which the SHKP
Group operates, has had a significant adverse impact on most economies due to the community standstill,
disruption of business activities, and weakened sentiment in the consumption and tourism related sectors.
For instance, lockdowns and restrictions previously implemented as a result of COVID-19 had greatly
hindered and may continue to hinder business activities in many regions in which the SHKP Group
operates.

Although restrictions and regulations imposed as a result of COVID-19 have been rescinded, it is
difficult to predict whether they will be reinstated in the future and how such a disruption to the SHKP
Group’s business would have a lasting impact on the performance of the SHKP Group. There can also be
no assurance that any precautionary measures taken against infectious diseases would be effective, or that
there will not be another significant global outbreak of a severe communicable disease, and if such an
outbreak were to occur, it may have an impact on the operations of the SHKP Group and its results of
operations may suffer.

While the global economy is recovering from disruptions brought about by the outbreak of
COVID-19, it is facing uncertainties and the global financial markets are experiencing significant
volatilities. Such volatilities may negatively impact the share prices of the entities in which SHKP Group
has equity investments in. Any potential economic slowdowns may also negatively affect the purchasing
powers of potential property purchasers, which may lead to a decline in the general demand for SHKP
Group’s properties and erosion of the selling prices of such properties. Moreover, governments may also
impose various monetary and regulatory policies to combat potential economic slowdowns. Such policies
may include measures affecting the property market. If the global financial markets continue to experience
volatility or if the Hong Kong or the Mainland economy continues to slow down, SHKP Group’s business,
financial condition and outlook may be adversely affected.

The COVID-19 pandemic has impacted both domestic and tourist spending, with the traffic flow and
tenant sales of SHKP Group’s shopping malls in Hong Kong and on the Mainland being under significant
pressure. The performance of shopping malls there will be subject to the development of COVID-19
pandemic and/or the outbreak of any other infectious diseases.

Civil unrest could have an adverse impact on SHKP Group’s business, financial condition or operating
results.

Civil unrest occurring in close proximity to SHKP Group’s shopping malls and hotels in various
districts in Hong Kong may disrupt SHKP Group’s business. Protests, demonstrations or rioting causing
mass disruption to businesses, commercial activities and transportation may result in a decrease in
consumer spending. Consumers may avoid areas affected by social upheaval or may be unable to reach
these areas due to a disruption in transportation or an outbreak of violence, and local businesses may be
affected. There is no assurance that there will not be any unforeseeable interruptions to the business and
operations of SHKP Group’s shopping malls and hotels, and affect the potential access to SHKP Group’s
property sales activities therein. Moreover, inbound tourism may be affected, with less tourists travelling
to Hong Kong which in turn may negatively affect the Hong Kong retail market and hospitality industry.
Furthermore, there is no assurance that prolonged civil unrest will not have an adverse impact on
residential and commercial property prices. Civil unrest is outside the control of SHKP Group and any
such demonstrations, protests or riots occurring in close proximity to SHKP Group’s properties or over a
prolonged period could adversely impact SHKP Group’s business, financial condition and results of
operations.

The SHKP Group’s business may be affected by sanctions or other measures imposed by foreign
governments relating to Hong Kong.

On 30 June 2020, the Standing Committee of the National People’s Congress of the PRC passed the
Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special
Administrative Region (the “Hong Kong National Security Law”), which took effect on 30 June 2020
upon gazettal in Hong Kong.


– 11 –
Following the enactment of the Hong Kong National Security Law, then U.S. President Donald
Trump issued an executive order on 14 July 2020 to officially sign into law the Hong Kong Autonomy Act
(the “HKAA”), which withdraws certain privileges granted to Hong Kong under the Hong Kong Policy
Act of 1992, and the U.S. government indicated that it may impose sanctions or other measures relating
to Hong Kong, e.g. higher tariffs, tougher investment rules, asset freezes and more onerous visa rules.
There have been some comments that Hong Kong’s standing as an international financial centre could be
at risk.


Among other things, U.S. tariffs on China and restrictions on technology transfer and investment
could become applicable to Hong Kong or Hong Kong entities or persons. Certain other foreign
governments and organisations have also taken actions in response to or expressed concern regarding the
enactment of the Hong Kong National Security Law and there is a risk that actions that have or may be
taken by all or some of them may be detrimental to Hong Kong. There is a risk that actions that have or
may be taken by all or some of them may be detrimental to Hong Kong. The SHKP Group has not been
and will not be able to assess the impact of such actions on Hong Kong and the SHKP Group.


The SHKP Group is exposed to property market risks in China.


The SHKP Group has material interests in residential and commercial property development and
property investments in China and is therefore subject to the risks associated with property development
and investment in China.


Historically, the property market in China has been cyclical and property prices in general have been
volatile in recent years. The rapid expansion of the property markets in certain major cities in China
including Shanghai and Beijing in the early 1990s culminated in an oversupply in the mid- 1990s and a
corresponding fall in property values and rentals in the second half of that decade. Since the late 1990s,
private residential property prices and the number of residential property development projects have
gradually increased in certain major cities as a result of increase in demand driven by domestic economic
growth. In particular, prices of residential properties in certain major cities such as Beijing, Shanghai,
Guangzhou and Shenzhen have experienced rapid and significant growth. In recent years, certain major
cities have seen cyclical changes in their property markets. Since 2010, the PRC Government at both the
central and local levels have implemented austerity measures such as home purchase restrictions, which
have dampened the market sentiment and lowered transaction volume in the property market in China. As
a result, there is no assurance that the problems of oversupply and falling property prices will not recur
to the extent of the mid-1990s or be even worse or that the recurrence of such problems with respect to
the property market in China will not adversely affect the SHKP Group’s business, financial condition or
results of operations.


The SHKP Group’s operation in China may be subject to the risks of change of policies and
intervention imposed by the PRC Government in China or the respective local governments or by
regulators concerning economic policies or goals from time to time and this could adversely affect its
operating results. In addition, private ownership of property in China is still at an early stage of
development. For example, the property market in China has in the past experienced weakness in demand
due to the lack of a mature and active secondary market for private properties and the limited availability
of mortgage loans to individuals in China as a result of government interventions.




– 12 –
The SHKP Group is exposed to risks associated with property development and the operation of the
properties, property investment and property related businesses.

The SHKP Group’s property development business involves significant risks, which are distinct from
those involved in the ownership, investment and operation of properties. Risks associated with property
development include, among other things, the risk that financing for development may not be available on
favourable terms (or at all), that construction may not be completed on schedule or within budget (for
reasons including shortages of equipment, material and labour, work stoppages, interruptions resulting
from inclement weather, unforeseen engineering, environmental and geological problems and
unanticipated cost increases), that development may be affected by governmental regulations (including
changes in building and planning regulations and delays or failure to obtain the requisite construction and
occupancy approvals), that developed properties may not be sold on profitable terms and that purchasers
will default. In addition, the SHKP Group’s business and results of operations are dependent, in part, on
the availability of land suitable for development and the SHKP Group’s ability to replenish its land bank
at favourable cost. The limited supply of land has made it difficult to replenish land in Hong Kong at
economical prices for development.

The properties owned or invested in by the SHKP Group comprise real estate used for residential and
commercial projects and their operations are subject to general and local economic conditions, the
performance of the SHKP Group, competition, desirability of their locations and other factors relating to
the operation of the properties. The success of such properties is dependent upon their ability to compete
on the basis of accessibility, location and quality of tenants.

In particular, the revenue stream and value of the properties owned or invested in by the SHKP Group
or of the SHKP Group’s property related businesses and accordingly, the availability of cash flow is
subject to a number of factors including:

• vacancies following expiry or termination of leases that lead to reduced occupancy levels as
this reduces rental income and the ability to recover certain operating costs such as service
charges;

• increases in the costs of providing adequate management, maintenance or insurance;

• defaults by the SHKP Group’s buyers, tenants and strategic partners;

• tenants failing to comply with the terms of their leases or commitments to lease;

• tenants seeking the protection of bankruptcy laws which could result in delays in receipt of rent
payments, or which could hinder or delay the sale of a property, or inability to collect rentals
at all or the termination of the tenant’s lease;

• the amount and extent to which the SHKP Group is required to revise rental rates due to market
pressure and competition;

• increased legal and regulatory compliance costs; and

• inadequacies or failures of internal processes, people and systems or other external factors.

There can be no assurance that rental rates will not decline at some point during the period from the
issue of the Instruments until their redemption and that such decline will not have an adverse effect on the
cash flow of the SHKP Group.


– 13 –
The property investment business of the SHKP Group is affected by local, regional and international
economic conditions and changes in market conditions.


The SHKP Group’s property investment business is affected by local, regional and international
economic conditions including changes to monetary policy, fiscal policy, interest rates, stock market
indices, exchange rates, taxation rates and inflation. It may also be affected by changes in market
conditions and is exposed to economic cycles and market volatility.


Changes to these economic and financial market conditions may have an effect on the level of
activity and demand for the leasing of investment properties of the SHKP Group. This may result in the
SHKP Group not being able to negotiate rental lease extensions with some existing tenants as lease terms
expire, or replace expiring leases with leases on equivalent terms. The occurrence of such events may have
an adverse effect on the income of the SHKP Group, the value of its property portfolio, its financial
performance and condition.


Political and legal developments in Hong Kong may affect the SHKP Group’s business.


A majority of the SHKP Group’s assets are located in, and a majority of the SHKP Group’s revenue
is derived from, Hong Kong. As a result, the general state of the political and legal situation in Hong Kong
may have a significant impact on the SHKP Group’s operating results and financial condition. If there were
any change in the political or legal environment in Hong Kong, the SHKP Group’s business and financial
condition might be adversely affected.


The global credit markets may have a negative effect on the economy.


Economic developments outside Hong Kong could also adversely affect the property market in Hong
Kong and the SHKP Group’s overall business. Since the second half of 2007, global credit markets have
experienced, and may continue to experience, significant dislocations and liquidity disruptions which have
originated from the liquidity disruptions in the United States and the European Union credit and sub-prime
residential mortgage markets. In particular, the sovereign debt crisis in some European countries
(including Greece, Ireland, Italy, Spain and Portugal) since early 2010 and the downgrading of the credit
rating for the United States’ sovereign debt in August 2011 have contributed to an economic slowdown in
most economies around the world, substantial volatility in financial markets globally and the tightening
of liquidity in global financial markets. A number of other related events have also caused fundamental
and wide-reaching disruptions to the global credit markets. Such events include the collapse of a number
of financial institutions and other entities in 2023, rising government deficits and debt levels, ratings
downgrades for the United States and certain European Union sovereign debt, debt reduction measures
taken by various countries and notably in the United States and the continued deterioration of certain
European economies, and more recently, the tapering of the stimulative quantitative easing policy, the
interest rate increases by the U.S. Federal Reserve and the interest rate cut announced in September 2024.


In addition, the exit of the United Kingdom from the European Union, political instability in the
Korean Peninsula, a slump in commodity prices and fears of a slowdown in the PRC economy have
resulted in instability and volatility in the capital markets. Furthermore, fears over ongoing trade tensions
between the United States and the PRC have caused greater volatility in global markets. Sustained or
escalating tension between the United States and the PRC over trade policies could significantly
undermine the stability of the global economies.



– 14 –
Furthermore, military conflicts between Russia and Ukraine and Israel and Palestine have resulted
in increased volatility in the markets for certain securities and commodities, including oil, natural gas and
other sectors. The United States and certain other countries and international organisations have imposed
broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and
corporations. The extent and duration of the military conflicts, resulting sanctions and future market
disruptions in the region are impossible to predict, and there could be significant adverse effects on the
region and the global financial markets.

These events have had and may continue to have a significant adverse impact on the global credit
and financial markets as a whole. Any deterioration in the financial markets may contribute to a slowdown
in the global economy, including in the growth forecasts, and may lead to significant declines in
employment, household wealth, consumer demand and lending. These events have had, or may continue
to have, a significant adverse impact on economic growth in Hong Kong, the PRC and elsewhere. An
economic downturn may also have a negative impact on the overall level of business and leisure travel to
Hong Kong and the PRC. There can be no assurance that these conditions will not lead to reduced property
prices and rentals, reduced hotel occupancy levels and rates and reduced consumer spending in Hong Kong
and the PRC. There can be no assurance that any stimulus measures implemented or proposed by
governments will improve economic growth or consumer sentiment in these countries.

In addition, changes in or any tightening of the global credit and financial markets may affect the
availability of credit and lead to an increase in the general cost of financing, which could make it more
difficult or expensive for the SHKP Group to obtain funding in the future. Whilst the SHKP Group
currently has substantial undrawn committed facilities that enable it to meet its current funding needs and
future business expansion, the SHKP Group may have difficulty in the future in accessing the financial
markets, which could make it more difficult or expensive to obtain funding. There can be no assurance that
the SHKP Group will be able to raise finance at a reasonable cost, or at all. The SHKP Group may also
be subject to solvency risks of its banks and counterparts in its financial investments and arrangements.
These may have a material adverse impact on the operations of the SHKP Group.

The SHKP Group is exposed to risks associated with the illiquidity of real estate developments and
investments.

Real estate developments and investments are relatively illiquid in nature. Such illiquidity may affect
the SHKP Group’s ability to vary its development or investment portfolio or liquidate part of its assets,
in each case quickly, in response to changes in economic, financial, real estate market or other conditions.
For instance, the SHKP Group may be unable to liquidate its development or investment properties on
short notice, or may be forced to give a substantial reduction in the price that may otherwise be sought
for such assets if it is under pressure for a quick sale. These factors could have an adverse effect on the
SHKP Group’s financial condition and profitability.

The SHKP Group’s core property businesses require substantial capital investment.

The SHKP Group has historically required and expects that it will require in the future additional
financing to fund its capital expenditures, to support the future growth of its business, particularly with
respect to its property development and investment activities, and/or to refinance existing debt obligations.
The SHKP Group’s ability to arrange for external financing and the cost of such financing is dependent
on numerous factors, including general economic and capital market conditions, interest rates, credit
availability from banks or other lenders, investor confidence in the SHKP Group, success of the SHKP
Group’s businesses, provisions of tax and securities laws that may be applicable to the SHKP Group’s
efforts to raise capital and political and economic conditions in China and Hong Kong. There can be no
assurance that additional financing, either on a short-term or a long-term basis, will be made available or,
if available, that such financing will be obtained on terms favourable to the SHKP Group.


– 15 –
The SHKP Group may not always be able to obtain sites that are suitable for development.

The SHKP Group derived a substantial part of its revenue from sales or lease of properties that it has
developed. This revenue stream depends on the completion of, and the SHKP Group’s ability to sell or
lease, its property development projects. In order to maintain and grow its business in the future, the SHKP
Group will be required to replenish its land reserve with suitable sites for development. The SHKP Group’s
ability to identify and acquire suitable sites is subject to a number of factors that are beyond its control.
The SHKP Group’s business, financial condition and results of operations may be adversely affected if it
is unable to obtain sites for development at prices that allow it to achieve reasonable returns upon sale or
lease to its customers.

While the Hong Kong Government has expressed its desire to increase land supply, the amount of
land offered by the Hong Kong Government by auction is nevertheless still fairly limited. This affects the
SHKP Group’s ability to replenish its Hong Kong land bank. In addition, the PRC Government controls
all new land supply in the PRC and regulates land sales in the secondary market. The PRC central and local
governments may regulate the means by which property developers, including the SHKP Group, obtain
land sites for property development. As a result, the policies of the PRC Government towards land supply
may adversely affect the SHKP Group’s ability to acquire land use rights for sites it seeks to develop and
could increase the costs of any acquisition.

Property revaluations may affect the profits from the SHKP Group’s investment properties.

In accordance with Hong Kong Financial Reporting Standards, the SHKP Group values its
investment properties at every reporting balance sheet date at their open market value on the basis of an
external professional valuation. Any change in the valuation is charged or credited, as the case may be,
to the income statement. The fair value of each of the SHKP Group’s investment properties is likely to
fluctuate with political, economic and market conditions and other risks factors in the future, and the
SHKP Group’s historic results, including the fair value gains should not be regarded as an indicator of its
future profit. There is no assurance that the fair value of the SHKP Group’s investment properties will not
decrease in the future. Any such decrease in the fair value of the SHKP Group’s investment properties will
reduce its profit.

Certain SHKP Group’s property developments are undertaken through joint ventures.

The SHKP Group has invested in joint venture companies to develop, own and/or manage some of
its property developments in Hong Kong and China. Certain corporate actions of these joint venture
companies require approval of all joint venture partners. There can be no assurance that disputes between
the SHKP Group and its joint venture partners or among the joint venture partners will not arise in the
future that could adversely affect such property developments.

The SHKP Group is subject to risks relating to accidents or other hazards which may not be covered
by insurance.

The SHKP Group maintains insurance coverage on all of its properties under construction,
third-party liabilities and employer’s liabilities in accordance with what it believes to be industry
standards. However, the SHKP Group may become subject to liability for hazards which it cannot insure
against or which it may elect not to insure against because of premium costs disproportionate to the level
of risks concerned or other reasons. In particular, the SHKP Group’s insurance policies generally do not
cover certain types of losses incurred due to hazards such as war, civil disorder, acts of terrorism and
large-scale unexpected natural disasters. Any losses may significantly affect the SHKP Group’s business


– 16 –
operation and the SHKP Group may not have sufficient funds to replace any property destroyed as a result
of such hazards. In addition, any payments the SHKP Group makes to cover any losses, damages or
liabilities could have an adverse effect on its business, financial condition and results of operations.
Further, notwithstanding the SHKP Group’s insurance coverage, any damage to the SHKP Group’s
buildings, facilities, equipment, or other properties as a result of occurrences such as fires, floods, water
damage, explosions, power losses, typhoons and other natural disasters may have an adverse effect on the
SHKP Group’s business, financial condition and results of operations.

Furthermore, whilst there are systems and policies set up for prevention of accidents, and every care
is taken by the SHKP Group and its employees in the selection and supervision of its independent
contractors, accidents and other incidents, such as theft, may occur from time to time. Such accidents or
incidents may expose the SHKP Group to liability or other claims by its customers and other third parties.
Although the SHKP Group believes that it has adequate insurance arrangements in place to cover such
eventualities, it is possible that accidents or incidents could occur which are not covered by these
arrangements. The occurrence of any such accidents or incidents which are not covered by insurance could
lead to litigation or otherwise adversely affect the reputation, business, financial condition and results of
operations of the SHKP Group. It is also possible that litigants may seek to hold the SHKP Group
responsible for the actions of its independent contractors.

The SHKP Group’s business is subject to various laws and regulations.

The operations of the SHKP Group are subject to various laws and regulations of Hong Kong and
the PRC. The SHKP Group’s activities on its investment and development properties are limited by zoning
ordinances and other regulations enacted by the authorities in Hong Kong and the PRC. Developing
properties, refurbishment and other re-development projects require government permits, some of which
may take longer to obtain than others.

From time to time, the authorities in Hong Kong and the PRC may impose new regulations on
landlords such as mandatory retrofitting of upgraded safety and fire systems in all buildings. The SHKP
Group’s properties are subject to routine inspections by the authorities in Hong Kong and the PRC with
regard to various safety and environmental issues. From time to time, changes in law and regulations or
the implementation thereof may require the SHKP Group to obtain additional approvals and licences from
the relevant authorities for the conduct of its operations in Hong Kong or the PRC. In such event, the
SHKP Group may incur additional expenses to comply with such requirements. This will in turn affect the
SHKP Group’s financial performance as its business costs will increase.

Furthermore, there can be no assurance that such approvals or licences will be granted to the SHKP
Group promptly or at all. If the SHKP Group experiences delays in obtaining, or is unable to obtain, such
required approvals or licences, it may have a material adverse impact on the business, financial condition
or results of operations of the SHKP Group.

Potential liability for environmental problems could result in costs to the SHKP Group.

The SHKP Group is subject to various laws and regulations concerning the protection of health and
the environment. The particular environmental laws and regulations which apply to any given project
development site vary greatly according to the site’s location, its environmental condition, the present and
former uses of the site, as well as any adjoining properties. Environmental laws and conditions may result
in delays to the SHKP Group’s property development projects, may cause the SHKP Group to incur
compliance and other costs and can prohibit or severely restrict project development activity in
environmentally-sensitive regions or areas.


– 17 –
Each project the SHKP Group develops in Hong Kong or the PRC is required under applicable laws
and regulations to undergo environmental assessments. Further, an environmental impact assessment
document is required to be submitted to the relevant government authorities for approval before
commencement of construction. The local authorities may request the SHKP Group to submit additional
environmental impact documents, issue orders to suspend the construction and/or impose penalties for any
projects that have not, prior to the commencement of construction, received approval following the
submission of the environmental impact assessment documents. Although the environmental
investigations conducted to date have not revealed any environmental liability that the SHKP Group
believes would have a material adverse effect on its business, financial condition or results of operations,
it is possible that these investigations did not reveal all environmental liabilities, or that there are material
environmental liabilities of which the SHKP Group is unaware.


The SHKP Group’s operations are subject to external risks.


A natural disaster, catastrophe or other event could result in severe personal injury, property damage
and environmental damage, which may curtail the SHKP Group’s operations, cause delays in estimated
completion dates for projects and have a material adverse effect on its cash flows and, accordingly, its
ability to service debt. The SHKP Group’s operations are based in Hong Kong and the PRC, which are
exposed to potential natural disasters including, but not limited to, typhoons, storms, floods and
earthquakes. If any of the SHKP Group’s developments are damaged by severe weather or any other
disaster, accident, catastrophe or other event, the SHKP Group’s operations may be significantly
interrupted. The occurrence or continuance of any of these or similar events could increase the costs
associated with the SHKP Group’s operations and reduce its ability to operate its businesses at their
intended capacities, thereby reducing revenues. Risks of substantial costs and liabilities are inherent in the
SHKP Group’s principal operations and there can be no assurance that significant costs and liabilities will
not be incurred, including those relating to claims for damages to property or persons.


RISKS ASSOCIATED WITH AN INVESTMENT IN THE INSTRUMENTS


The Instruments and the Guarantee are unsecured obligations.


As the Instruments and the Guarantee are unsecured obligations of the Issuer and the Guarantor,
respectively, the repayment of the Instruments and payment under the Guarantee may be adversely
affected if:


(i) the Issuer or the Guarantor enters into bankruptcy, liquidation, reorganization or other
winding-up proceedings;


(ii) there is a default in payment under the Issuer’s or the Guarantor’s future secured indebtedness
or other unsecured indebtedness; or


(iii) there is an acceleration of any of the Issuer’s or the Guarantor’s indebtedness.


If any of these events were to occur, the Issuer’s or the Guarantor’s assets and any amount received
from the sale of such assets may not be sufficient to pay amounts due on the Instruments.




– 18 –
The Instruments may not be a suitable investment for all investors.

Each potential investor in any Instruments must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Instruments, the merits and risks of investing in the relevant Instruments and the information
contained or incorporated by reference in this Information Memorandum, any applicable
supplement to the Information Memorandum or any Pricing Supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Instruments and the impact such
investment will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Instruments, including where principal or interest is payable in one or more currencies,
or where the currency for principal or interest payments is different from the potential
investor’s currency;

(iv) understand thoroughly the terms of the relevant Instruments and be familiar with the behaviour
of any relevant indices and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.

Some Instruments may be complex financial instruments and such instruments may be purchased as
a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to
the purchaser’s overall portfolios. A potential investor should not invest in Instruments which are complex
financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to
evaluate how the Instruments will perform under changing conditions, the resulting effects on the value
of such Instruments and the impact this investment will have on the potential investor’s overall investment
portfolio.

Additionally, the investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent (1) the Instruments are legal investments for it, (2) the
Instruments can be used as collateral for various types of borrowing, and (3) other restrictions apply to
its purchase of any Instruments. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of the Instruments under any applicable risk-based
capital or similar rules.

The Instruments are subject to modification and waivers.

The Conditions contain provisions for calling meetings of Holders of Instruments to consider and
vote upon matters affecting their interests generally or to pass resolutions in writing. These provisions
permit defined majorities to bind all Holders of Instruments including Holders of Instruments who did not
attend and vote at the relevant meeting, or as the case may be, did not sign the written resolution, including
those Holders of Instruments who voted in a manner contrary to the majority.

The Conditions also provide that the Issuer or the Guarantor may, with the consent of the Issue and
Paying Agent, but without the consent of the Holders of the Instruments, amend the Terms and Conditions
of the Instruments and the Deed of Covenant, the Guarantee insofar as they may apply to such Instruments
to correct a manifest error.


– 19 –
The Instruments may be represented by Global Instruments and holders of a beneficial interest in a
Global Instrument must rely on the procedures of the relevant Clearing System(s).

Instruments issued under the Programme may be represented by one or more Global Instruments.
Such Global Instruments will be deposited with a common depositary for Euroclear and Clearstream, or
lodged with the CMU, or deposited with a custodian for and registered in the name of a nominee of DTC
(each of Euroclear, Clearstream, the CMU and DTC, a “Clearing System”). Except in the circumstances
described in the relevant Global Instrument, investors will not be entitled to receive definitive Instruments.
The relevant Clearing System(s) will maintain records of the beneficial interests in the Global Instruments.
While the Instruments are represented by one or more Global Instruments, investors will be able to trade
their beneficial interests only through the Clearing Systems.

While the Instruments are represented by one or more Global Instruments, the Issuer, or failing
which, the Guarantor will discharge its payment obligations under the Instruments by making payments
to the relevant Clearing System for distribution to their account holders or in the case of the CMU, to the
persons for whose account(s) interests in such Global Instrument are credited as being held in the CMU
in accordance with the CMU Rules as notified by the CMU to the Guarantor in a relevant CMU Instrument
Position Report or any other notification by the CMU.

A holder of a beneficial interest in a Global Instrument must rely on the procedures of the relevant
Clearing System(s) to receive payments under the relevant Instruments. Neither the Issuer nor the
Guarantor has any responsibility or liability for the records relating to, or payments made in respect of,
beneficial interests in the Global Instruments.

Holders of beneficial interests in the Global Instruments will not have a direct right to vote in respect
of the relevant Instruments. Instead, such holders will be permitted to act only to the extent that they are
enabled by the relevant Clearing System(s) to appoint appropriate proxies. Similarly, holders of beneficial
interests in the Global Instruments will not have a direct right under the respective Global Instruments to
take enforcement action against the Issuer or the Guarantor in the event of a default under the relevant
Instruments but will have to rely upon their rights under the Deed of Covenant.

Inability to comply with the restrictions and covenants contained in the Issuer or the Guarantor’s debt
agreements.

If the Issuer or the Guarantor is unable to comply with the restrictions and covenants in its current
or future debt and other agreements, there could be a default under the terms of these agreements. In the
event of a default under these agreements, the holders of the debt could terminate their commitments to
lend to the Issuer or the Guarantor, accelerate the debt and declare all amounts borrowed due and payable
or terminate the agreements, whichever the case may be. Such actions may result in an Event of Default
under the Terms and Conditions of the Instruments.

An active trading market for the Instruments may not develop.

There can be no assurance as to the liquidity of the Instruments or that an active trading market will
develop. If such a market were to develop, the Instruments may trade at prices that may be higher or lower
than the initial issue price depending on many factors, including prevailing interest and inflation rates, the
SHKP Group’s operations and the market for similar securities. The Dealers are not obliged to make a
market in the Instruments and any such market making, if commenced, may be discontinued at any time
at the sole discretion of the relevant Dealers. No assurance can be given as to the liquidity of, or trading
market for, the Instruments.


– 20 –
The rating of the Programme and of any Instruments issued under the Programme may be changed at
any time.

Ratings will be assigned to the Programme, and tranches of Instruments to be issued under the
Programme may be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will not
necessarily be the same as the ratings assigned to the Programme or other Tranches of Instruments. Where
a Tranche of Instruments is rated, the applicable rating(s) will be specified in the relevant Pricing
Supplement. The ratings may not reflect the potential impact of all risks relating to structure, market and
other factors that may affect the value of the Instruments. A rating is not a recommendation to buy, sell
or hold any security, does not address the likelihood or timing of repayment of the Instruments and may
be subject to variation, suspension or withdrawal at any time by the assigning rating organisation. There
can be no assurance that the ratings assigned to the Programme or any Instruments will remain in effect
for any given period or that the ratings will be revised by the rating organisations in the future if, in their
judgment, the circumstances so warrant. A downgrade in the ratings of the Programme or any Instruments
may affect the market price of the Instruments.

The Guarantor’s obligations under the Guarantee are effectively subordinated to all existing and future
obligations of the Guarantor’s subsidiaries and associated companies.

The Guarantor is a holding company that operates through subsidiaries and investments. As a result,
the Guarantor’s obligations under the Guarantee will be effectively subordinated to all existing and future
obligations of its direct and indirect subsidiaries and associated companies. All claims of creditors of these
subsidiaries and associated companies, including trade creditors, lenders and all other creditors, will have
priority as to the assets of such entities over claims of the Guarantor and its creditors, including holders
of the Instruments as beneficiaries of the Guarantee.

As it is principally a holding company with limited operations of its own, the Guarantor will depend,
to a significant extent, upon the receipt of dividends from its subsidiaries and associated companies to
meet its overhead expenses and to make payments with respect to its obligations, including its obligations
under the Guarantee, and in order to provide funds to its subsidiaries and associated companies. The ability
of subsidiaries and associated companies of the Guarantor to pay dividends to their shareholders
(including the Guarantor) is subject to the performance and cash flow requirements of such subsidiaries
and associated companies and to applicable law and restrictions contained in any debt instruments of such
subsidiaries and associated companies. No assurance can be given that the Guarantor will have sufficient
cash flow from dividends to satisfy its obligations, including the obligations under the Guarantee or
otherwise to enable the Issuer to make payments under the Instruments, or that its subsidiaries and
associated companies will pay dividends at all.

The Instruments are subject to optional redemption by the Issuer.

An optional redemption feature is likely to limit the market value of the Instruments. During any
period when the Issuer may elect to redeem the Instruments, the market value of those Instruments
generally will not rise substantially above the price at which they can be redeemed. This also may be true
prior to any redemption period.

The Issuer may be expected to redeem the Instruments when its cost of borrowing is lower than the
interest rate on the Instruments. At those times, an investor generally would not be able to reinvest the
redemption proceeds at an effective interest rate as high as the interest rate on the Instruments being
redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider
reinvestment risk in light of other investments available at that time.


– 21 –
The regulation and reform of “benchmarks” may adversely affect the value of Instruments linked to or
referencing such “benchmarks”.


Interest rates and indices which are deemed to be “benchmarks”, (including the euro interbank
offered rate (“EURIBOR”)) are the subject of recent national and international regulatory guidance and
reform aimed at supporting the transition to robust benchmarks. Most reforms have now reached their
planned conclusion (including the transition away from LIBOR), and “benchmarks” remain subject to
ongoing monitoring. These reforms may cause such benchmarks to perform differently than in the past,
to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could
have a material adverse effect on any Instruments referencing such a benchmark.


Regulation (EU) 2016/1011 (as amended) (the “EU Benchmarks Regulation”) applies, subject to
certain transitional provisions, to the provision of in-scope benchmarks, the contribution of input data to
an in-scope benchmark and the use of a benchmark within the EU (which for these purposes, includes the
United Kingdom). Among other things, it (i) requires benchmark administrators to be authorised or
registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed)
and (ii) prevents certain uses by EU supervised entities of in-scope benchmarks of administrators that are
not authorised or registered (or, if non-EU based, not deemed equivalent or recognised or endorsed). The
EU Benchmarks Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus
Regulation”) among other things, applies to the provision of benchmarks and the use of a benchmark in
the United Kingdom. Similarly, it prohibits the use in the United Kingdom by United Kingdom supervised
entities of benchmarks of administrators that are not authorised by the United Kingdom Financial Conduct
Authority (“FCA”) or registered on the FCA register (or, if non-United Kingdom based, not deemed
equivalent or recognised or endorsed).


The EU Benchmarks Regulation and/or the UK Prospectus Regulation, as applicable, could have a
material impact on any Instruments linked to or referencing a benchmark which is in-scope of one or both
regulations, in particular if the methodology or other terms of the benchmark are changed in order to
comply with the requirements of the Benchmarks Regulation or the UK Prospectus Regulation, as
applicable. Such changes could, among other things, have the effect of reducing, increasing or otherwise
affecting the volatility of the published rate or level of the relevant benchmark.


More broadly, any of the international or national reforms, or the general increased regulatory
scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in
the setting of a benchmark and complying with any such regulations or requirements.


Such factors may have (without limitation) the following effects on certain benchmarks: (i)
discouraging market participants from continuing to administer or contribute to a benchmark; (ii)
triggering changes in the rules or methodologies used in the benchmark and/or (iii) leading to the
disappearance of the benchmark. Any of the above changes or any other consequential changes as a result
of international or national reforms or other initiatives or investigations, could have a material adverse
effect on the value of and return on any Instruments linked to, referencing, or otherwise dependent (in
whole or in part) upon, a benchmark.




– 22 –
The Terms and Conditions of the Instruments provide for certain fallback arrangements in the event
that a Benchmark Event (as defined in the Terms and Conditions) occurs. Such fallback arrangements
include the possibility that the Rate of Interest could be set by reference to a Successor Rate or an
Alternative Rate (both as defined in the Terms and Conditions), with the application of an adjustment
spread (which could be positive, negative or zero) and may include amendments to the Terms and
Conditions of the Instruments to ensure the proper operation of the new benchmark, all as determined by
the Issuer (acting in good faith and in consultation with an Independent Adviser) and as more fully
described at Conditions 5.10 and 5.11. It is possible that the adoption of a Successor Rate or Alternative
Rate (including any adjustment spread) may result in any Instruments linked to or referencing a Reference
Rate performing differently (which may include payment of a lower Rate of Interest) than they would if
relevant benchmark were to continue to apply in its current form. There is also a risk that the relevant
fallback provisions may not operate as expected or intended at the relevant time.


Furthermore, in certain circumstances, the ultimate fallback for the purposes of calculation of the
Rate of Interest for a particular Interest Period may result in the Rate of Interest for the last preceding
Interest Period being used. This may result in the effective application of a fixed rate for Floating Rate
Instruments based on the rate which was last observed on the Relevant Screen Page.


Investors should consult their own independent advisers and make their own assessment about the
potential risks imposed by the EU Benchmarks Regulation or the UK Prospectus Regulation, as applicable
or any of the international or national reforms and the possible application of the benchmark replacement
provisions of Instruments in making any investment decision with respect to any Instruments referencing
a benchmark.


The use of Secured Overnight Financing Rate (“SOFR”) as a reference rate is subject to important
limitations.


The rate of interest on the Floating Rate Instruments may be calculated on the basis of SOFR (as
further described under Condition 5.04 of the Terms and Conditions of the Instruments).


In June 2017, the New York Federal Reserve’s Alternative Reference Rates Committee (the
“ARRC”) announced SOFR as its recommended alternative to U.S. dollar London interbank offered
(“LIBOR”). However, the composition and characteristics of SOFR are not the same as those of LIBOR.
SOFR is a broad U.S. Treasury repo-financing rate that represents overnight secured funding transactions.
This means that SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a
secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR
represents interbank funding over different maturities. As a result, there can be no assurance that SOFR
will perform in the same way as LIBOR would have at any time, including, without limitation, as a result
of changes in interest and yield rates in the market, market volatility or global or regional economic,
financial, political, or regulatory events. For example, since publication of SOFR began in April 2018,
daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark
or other market rates.


As SOFR is an overnight funding rate, interest on SOFR-based Instruments with interest periods
longer than overnight will be calculated on the basis of either the arithmetic mean of SOFR over the
relevant interest period or compounding SOFR during the relevant interest period. As a consequence of
this calculation method, the amount of, interest payable on each interest payment date will only be known
a short period of time prior to the relevant interest payment date. Holders of the Instruments therefore will
not know in advance the interest amount which will be payable on such Instruments.


– 23 –
Although the Federal Reserve Bank of New York has published historical indicative SOFR
information going back to 2014, such prepublication of historical data inherently involves assumptions,
estimates and return on, any approximations. Holders of the Instruments should not rely on any historical
changes or trends in SOFR as an indicator of future changes in SOFR.


The Federal Reserve Bank of New York notes on its publication page for SOFR that use of SOFR
is subject to important limitations and disclaimers, including that the Federal Reserve Bank of New York
may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR
at any time without notice. In addition, SOFR is published by the Federal Reserve Bank of New York based
on data received from other sources, and the SHKP Group has no control over its determination,
calculation or publication. There can be no guarantee that SOFR will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of the holders of the Instruments. If the
manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance
may result in a reduction or elimination of the amount of interest payable on the Instruments and a
reduction in the trading prices of the Instruments which would negatively impact the holders of the
Instruments who could lose part of their investment.


The Terms and Conditions of the Instruments provide for certain fallback arrangements in the event
that a SOFR Benchmark Event occurs, which is based on the ARRC recommended language. There is
however no guarantee that the fallback arrangements will operate as intended at the relevant time or
operate on terms commercially acceptable to all holders of the Instruments. Any of the fallbacks may result
in interest payments that are lower than, or do not otherwise correlate over time with, the payments that
would have been made on the Instruments if SOFR had been provided by the Federal Reserve Bank of New
York in its current form Investors should consult their own independent advisers and make their own
assessment about the potential risks in making any investment decision with respect to any Instruments
linked to SOFR.


The market continues to develop in relation to SOFR as a reference rate for Floating Rate Instruments.


Investors should be aware that the market continues to develop in relation to SOFR as a reference
rate in the capital markets and its adoption as an alternative to U.S. dollar LIBOR. Market participants and
relevant working groups are exploring alternative reference rates based on SOFR (which seek to measure
the market’s forward expectation of a SOFR rate over a designated term). The market or a significant part
thereof may adopt an application of SOFR that differs significantly from that set out in the Terms and
Conditions of the Instruments. In addition, the manner of adoption or application of SOFR in the bond
markets may differ materially compared with the application and adoption of SOFR in other markets, such
as the derivatives and loan markets. Investors should carefully consider how any mismatch between the
adoption of SOFR in the bond, loan and derivatives markets may impact any hedging or other financial
arrangements which they may put in place in connection with any acquisition, holding or disposal of
Instruments referencing SOFR. In addition, the development of SOFR as an interest reference rate for the
bond markets, as well as continued development of SOFR-based rates, indices and averages for such
markets and the market infrastructure for adopting such rates, could result in reduced liquidity or increased
volatility or could otherwise affect the market price of Instruments referencing SOFR. Similarly, if SOFR
do not prove widely used in securities such as the Instruments referencing SOFR, investors may not be
able to sell such Instruments referencing SOFR at all or the trading price of the Instruments referencing
SOFR may be lower than those of bonds linked to indices that are more widely used.




– 24 –
The use of SOFR as a reference rate for bonds is nascent, and may be subject to change and
development, both in terms of the substance of the calculation and in the development and adoption of
market infrastructure for the issuance and trading of bonds referencing such rates. Instruments referencing
SOFR may have no established trading market when issued, and an established trading market may never
develop or may not be very liquid which, in turn, may reduce the trading price of such Instruments or mean
that investors in such Instruments may not be able to sell such Instruments at all or may not be able to
sell such Instruments at prices that will provide them with a yield comparable to similar investments that
have a developed secondary market, and may consequently suffer from increased pricing volatility and
market risk. Investors should consider these matters when making their investment decision with respect
to Instruments referencing SOFR.

RISKS ASSOCIATED WITH INSTRUMENTS DENOMINATED IN RENMINBI

There are certain special risks associated with investing in any Instruments denominated in
Renminbi (“RMB Instruments”).

Renminbi is not completely freely convertible; there are still significant restrictions on remittance of
Renminbi into and outside the PRC which may adversely affect the liquidity of RMB Instruments.

Renminbi is not completely freely convertible at present. The PRC Government continues to regulate
conversion between Renminbi and foreign currencies, despite significant reduction over the years by the
PRC Government of control over trade transactions involving import and export of goods and services as
well as other routine foreign exchange transactions. These transactions are known as current accounts
items. While regulations in the PRC on the remittance of Renminbi into the PRC for settlement of capital
account activity items are adjusted from time to time to match the policies of the PRC Government,
remittance of Renminbi by foreign investors into the PRC for the purposes of capital account items, such
as capital contributions, is currently generally only permitted upon obtaining specific approvals from, or
completing specific registrations or filings with, the relevant authorities on a case-by-case basis and is
subject to a strict monitoring system.

Although the People’s Bank of China (PBOC) has implemented policies improving accessibility to
Renminbi to settle cross-border transactions in the past, there is no assurance that the PRC Government
will liberalise control over cross border remittance of Renminbi in the future or that new regulations in
the PRC will not be promulgated in the future which have the effect of restricting or eliminating the
remittance of Renminbi into or outside the PRC. In the event that the SHKP Group is not able to repatriate
funds outside the PRC in Renminbi, the Issuer or the Guarantor will need to source Renminbi offshore to
finance their respective obligations under RMB Instruments, and its ability to do so will be subject to the
overall availability of Renminbi outside the PRC and the ability of the Issuer or the Guarantor to source
Renminbi to finance their respective obligations under Instruments denominated in Renminbi.

There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of RMB
Instruments and the Issuer’s and Guarantor’s ability to source Renminbi outside the PRC to service
such RMB Instruments.

As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows, the
availability of Renminbi outside the PRC is limited. Currently, licensed banks in Hong Kong, Taiwan and
Singapore may offer limited Renminbi-denominated banking services to Hong Kong, Taiwan and
Singapore residents and specified business customers. While the PBOC has entered into agreements on the
clearing of Renminbi business with financial institutions in a number of financial centres and cities (the
“Renminbi Clearing Banks”), including but not limited to Hong Kong, and are in the process of


– 25 –
establishing Renminbi clearing and settlement mechanisms in several other jurisdictions (the “Settlement
Arrangements”), the current size of Renminbi-denominated financial assets outside the PRC is limited.


There are restrictions imposed by the PBOC on Renminbi Clearing Banks in respect of cross-border
Renminbi settlement, such as those relating to direct transactions with PRC enterprises. Renminbi
Clearing Banks do not have direct Renminbi liquidity support from the PBOC. The RMB Clearing Banks
only have access to onshore liquidity support from the PBOC for the purpose of squaring open positions
of participating banks for limited types of transactions. The RMB Clearing Banks are not obliged to square
for participating banks any open positions resulting from other foreign exchange transactions or
conversion services. In such cases, the participating banks will need to source Renminbi from outside the
PRC to square such open positions.


The offshore Renminbi market is subject to many constraints as a result of PRC laws and regulations
on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the
Settlement Arrangements will not be terminated or amended in the future which will have the effect of
restricting availability of Renminbi outside the PRC. The limited availability of Renminbi outside the PRC
may affect the liquidity of the Instruments. To the extent the Issuer or the Guarantor are required to source
Renminbi outside the PRC to service the Instruments, there is no assurance that the Issuer or the Guarantor
will be able to source such Renminbi on satisfactory terms, if at all.


Investment in RMB Instruments is subject to exchange rate risks.


The value of Renminbi against the U.S. dollar and other foreign currencies fluctuates from time to
time and is affected by changes in the PRC and international political and economic conditions and by
many other factors. All payments of interest and principal will be made with respect to the RMB
Instruments in Renminbi unless otherwise specified. As a result, the value of these Renminbi payments in
U.S. dollar terms may vary with the prevailing exchange rates in the marketplace. If the value of Renminbi
depreciates against the U.S. dollar or other foreign currencies, the value of investment in U.S. dollar or
other applicable foreign currency terms will decline.


If an investor measures its investment returns by reference to a currency other than Renminbi, an
investment in the RMB Instruments entails foreign exchange-related risks, including possible significant
changes in the value of Renminbi relative to the currency by reference to which an investor measures its
investment returns. Depreciation of Renminbi against such currency could cause a decrease in the effective
yield of the RMB Instruments below their stated coupon rates and could result in a loss when the return
on the RMB Instruments is translated into such currency. In addition, there may be tax consequences for
investors as a result of any foreign currency gains resulting from any investment in RMB Instruments.


An investment in RMB Instruments is subject to interest rate risks.


The PRC Government has gradually liberalised the regulation of interest rates in recent years.
Further liberalisation may increase interest rate volatility. The RMB Instruments may carry a fixed interest
rate. Consequently, the trading price of such RMB Instruments will vary with fluctuations in interest rates.
If a holder of RMB Instruments tries to sell any RMB Instruments before their maturity, they may receive
an offer that is less than the amount invested.




– 26 –
Payments in respect of the RMB Instruments will only be made to investors in the manner specified in
the RMB Instruments.


All payments to investors in respect of the RMB Instruments will be made solely by (i) whilst the
RMB Instruments are represented by global certificates deposited with a sub-custodian for CMU, transfer
to a Renminbi bank account maintained in Hong Kong in accordance with prevailing CMU rules and
procedures, (ii) when the RMB Instruments are represented by global certificates held with the common
depositary, for Euroclear and Clearstream or DTC or any alternative clearing system, transfer to a
Renminbi bank account maintained in Hong Kong in accordance with prevailing Euroclear, Clearstream
and/or DTC rules and procedures or those of such alternative clearing system, or (iii) for so long as the
RMB Instruments are in definitive form, transfer to a Renminbi bank account maintained in Hong Kong
in accordance with prevailing rules and regulations. Other than described in the Conditions, the Issuer and
the Guarantor cannot be required to make payment by any other means (including in any other currency
or in bank notes, by cheque or draft or by transfer to a bank account in the PRC).


Investment in RMB Instruments may be subject to PRC tax.


In considering whether to invest in the Renminbi Instrument, investors should consult their
individual tax advisers with regard to the application of PRC tax laws to their particular situations as well
as any tax consequences arising under the laws of any other tax jurisdictions. The value of the holders’
investment in the RMB Instruments may be materially and adversely affected if the holder of the RMB
Instruments is required to pay PRC tax with respect to acquiring, holding or disposing of and receiving
payments under those RMB Instruments.




– 27 –
TERMS AND CONDITIONS OF THE INSTRUMENTS

The following are the Terms and Conditions of the Instruments which as supplemented, modified or
replaced in relation to any Instruments by the relevant Pricing Supplement, will be applicable to each
Series of Instruments:


The Instruments are issued pursuant to and in accordance with an amended and restated issue and
paying agency agreement (as amended, supplemented or replaced, the “Issue and Paying Agency
Agreement”) dated 21 October 2025 and made between Sun Hung Kai Properties (Capital Market)
Limited (the “Issuer”), Sun Hung Kai Properties Limited (the “Guarantor”), HSBC Bank plc in its
capacities as issue and paying agent (the “Issue and Paying Agent”, which expression shall include any
successor to HSBC Bank plc in its capacity as such) and as registrar (the “Registrar”, which expression
shall include any successor to HSBC Bank plc in its capacity as such), HSBC Bank USA, National
Association in its capacity as alternative registrar (the “Alternative Registrar”, which expression shall
include any successor to HSBC Bank USA, National Association in its capacity as such) and the paying
agents named therein (the “Paying Agents”, which expression shall include the Issue and Paying Agent
and any substitute or additional paying agents appointed in accordance with the Issue and Paying Agency
Agreement).


For the purposes of making determinations or calculations of interest rates, interest amounts,
redemption amounts or any other matters requiring determination or calculation in accordance with the
Conditions of any Series of Instruments (as defined below), the Issuer may appoint a calculation agent (the
“Calculation Agent”) for the purposes of such Instruments, in accordance with the provisions of the Issue
and Paying Agency Agreement, and such Calculation Agent shall be specified in the applicable Pricing
Supplement.


The Instruments have the benefit of a deed of covenant (as amended, supplemented or replaced, the
“Deed of Covenant”) dated 27 November 2008 executed by the Issuer in relation to the Instruments.
Instruments have the benefit of a deed of guarantee (as amended, supplemented or replaced, the
“Guarantee”) dated 27 November 2008 executed by the Guarantor under which it has guaranteed the due
and punctual payment of all amounts due by the Issuer under the Instruments and the Deed of Covenant
as and when the same shall become due and payable.


Copies of the Issue and Paying Agency Agreement, the Deed of Covenant and the Guarantee are
available for inspection during normal business hours at the specified office of each of the Paying Agents,
the Registrar and the Alternative Registrar. All persons from time to time entitled to the benefit of
obligations under any Instruments shall be deemed to have notice of, and shall be bound by, all of the
provisions of the Issue and Paying Agency Agreement, the Deed of Covenant and the Guarantee insofar
as they relate to the relevant Instruments.


The Instruments are issued in series (each, a “Series”), and each Series may comprise one or more
tranches (“Tranches” and each, a “Tranche”) of Instruments. Each Tranche will be the subject of a pricing
supplement (each, a “Pricing Supplement”), a copy of which will be available during normal business
hours at the specified office of the Issue and Paying Agent and/or, as the case may be, the Registrar (as
defined in Condition 2.02). In the case of a Tranche of Instruments in relation to which application has
not been made for listing on any stock exchange, copies of the Pricing Supplement will only be available
for inspection by a Holder of or, as the case may be, an Accountholder (as defined in the Deed of
Covenant) in respect of, such Instruments.


– 28 –
For the purposes of these Terms and Conditions, “Issue and Paying Agent” means the Paying Agent
specified as such in the Pricing Supplement, provided always that if not so specified, where a Series of
Instruments is to be held in the CMU, “Issue and Paying Agent” shall mean The Hongkong and Shanghai
Banking Corporation Limited and in all other cases, “Issue and Paying Agent” shall mean HSBC Bank
plc.

References in these Terms and Conditions to Instruments are to Instruments of the relevant Series
and any references to Coupons or Talons (each as defined in Condition 1.06) and Receipts (as defined in
Condition 1.07) are to Coupons, Talons and Receipts relating to Instruments of the relevant Series.

References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement
or Pricing Supplement(s) prepared in relation to the Instruments of the relevant Tranche or Series.

In respect of any Instruments, references herein to these Terms and Conditions are to these terms and
conditions as supplemented or modified or (to the extent thereof) replaced by the Pricing Supplement.

1. FORM AND DENOMINATION

Form of Instruments

1.01 Instruments are issued in bearer form (“Bearer Instruments”) or in registered form
(“Registered Instruments”), as specified in the Pricing Supplement and are serially numbered.
Registered Instruments are not exchangeable for Bearer Instruments.

Bearer Instruments

1.02 The Pricing Supplement shall specify whether U.S. Treasury Regulation 1.163-5(c)(2)(i)(D) (or
any successor United States Treasury regulation section, including without limitation,
successor regulations issued in accordance with Internal Revenue Service Notice 2012-20 or
otherwise in connection with the United States Hiring Incentives to Restore Employment Act
of 2010) (the “TEFRA D Rules”) or U.S. Treasury Regulation 1.163-5(c)(2)(i)(C) (or any
successor United States Treasury regulation section, including without limitation, successor
regulations issued in accordance with Internal Revenue Service Notice 2012-20 or otherwise
in connection with the United States Hiring Incentives to Restore Employment Act of 2010)
(the “TEFRA C Rules”) shall apply. Unless the Pricing Supplement so specifies and the
TEFRA C Rules apply, each Tranche of Bearer Instruments is represented upon issue by a
temporary global instrument (a “Temporary Global Instrument”).

Where the Pricing Supplement applicable to a Tranche of Bearer Instruments specifies that the
TEFRA C Rules apply, such Tranche is (unless otherwise specified in the Pricing Supplement)
represented upon issue by a Permanent Global Instrument.

Interests in the Temporary Global Instrument may be exchanged for:

(a) interests in a permanent global Instrument (a “Permanent Global Instrument”); or

(b) if so specified in the Pricing Supplement, definitive instruments (“Definitive
Instruments”) and/or (in the case of a Series comprising both Bearer Instruments and
Registered Instruments and if so specified in the Pricing Supplement) Registered
Instruments.


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Exchanges of interests in a Temporary Global Instrument for Definitive Instruments or, as the
case may be, a Permanent Global Instrument will be made only on or after the Exchange Date
(as specified in the Pricing Supplement) and (unless the Pricing Supplement specifies that the
TEFRA C Rules are applicable to the Instruments) provided certification as to the beneficial
ownership thereof as required by U.S. Treasury regulations (in substantially the form set out
in the Temporary Global Instrument or in such other form as is customarily issued in such
circumstances by the relevant clearing system) has been received. An exchange for Registered
Instruments will be made at any time or from such date as may be specified in the Pricing
Supplement, in each case, without any requirement for certification.

1.03 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of
such Temporary Instrument for exchange (in whole or in part) for a Permanent Global
Instrument or for delivery of Definitive Instruments and/or Registered Instruments, such
exchange or delivery is improperly withheld or refused and such withholding or refusal is
continuing at the relevant payment date) be entitled to receive any payment in respect of the
Instruments represented by such Temporary Global Instrument which falls due on or after the
Exchange Date or be entitled to exercise any option on a date after the Exchange Date.

1.04 Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Instruments and subject to Condition 1.03 above, if any date on which a payment of interest
is due on the Instruments of a Tranche occurs whilst any of the Instruments of that Tranche are
represented by a Temporary Global Instrument, the related interest payment will be made on
the Temporary Global Instrument only to the extent that certification as to the beneficial
ownership thereof as required by U.S. Treasury regulations (in substantially the form set out
in the Temporary Global Instrument or in such other form as is customarily issued in such
circumstances by Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A.
(“Clearstream”), the Central Moneymarkets Unit Service operated by the Hong Kong
Monetary Authority (the “CMU”) or any other relevant clearing system) has been received by
the Issue and Paying Agent. Payments of amounts due in respect of a Permanent Global
Instrument or (subject to Condition 1.03 above) a Temporary Global Instrument (if the Pricing
Supplement specifies that the TEFRA D Rules are applicable to the Instruments) will be made
through (or in accordance with the procedures of) the CMU or Euroclear or Clearstream or any
other relevant clearing system without any requirement for certification.

1.05 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not
in part only at the option of the Holder of such Permanent Global Instrument, for Definitive
Instruments and/or (in the case of a Series comprising both Bearer and Registered Instruments
and if so specified in the Pricing Supplement) Individual Registered Instruments, (a) if an
Event of Default occurs in respect of any Instrument of the relevant Series; or (b) if either the
CMU or Euroclear or Clearstream or any other relevant clearing system is closed for business
for a continuous period of 14 days (other than by reason of public holidays) or announces an
intention to cease business permanently or in fact does so; or (c) if so specified in the Pricing
Supplement, at the option of the Holder of such Permanent Global Instrument upon such
Holder’s request, in all cases, at the cost and expense of the Issuer. In order to exercise the
option contained in paragraph (c) of the preceding sentence, the Holder must, not less than 45
days before the date upon which the delivery of such Definitive Instruments and/or Individual
Registered Instruments is required, deposit the relevant Permanent Global Instrument with the
Issue and Paying Agent at its specified office with the form of exchange notice endorsed
thereon duly completed. If (i) the Issuer does not make the required delivery of Definitive
Instruments and/or Individual Registered Instruments by 5.00 p.m. (specified office time) on


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the day on which the relevant notice period expires or, as the case may be, the thirtieth day after
the day on which such Permanent Global Instrument becomes due to be exchanged or (ii) in
the case of (a) above, such Instrument is not duly redeemed (or the funds required for such
redemption are not available to the Issue and Paying Agent for the purposes of effecting such
redemption and remain available for such purpose) by 5.00 p.m. (specified office time) on the
day at which such Instrument became immediately redeemable, such Permanent Global
Instrument will become void in accordance with its terms but without prejudice to the rights
conferred by the Deed of Covenant. For the purposes of these Conditions “specified office
time” shall mean the relevant time in the location of the specified office of the relevant Paying
Agent.

1.06 Interest-bearing Definitive Instruments have endorsed thereon a grid for recording the payment
of interest or, if so specified in the Pricing Supplement, have attached thereto at the time of
their initial delivery coupons (“Coupons”), presentation of which will be a prerequisite to the
payment of interest save in certain circumstances specified herein. Interest-bearing Definitive
Instruments, if so specified in the Pricing Supplement, have attached thereto at the time of their
initial delivery a talon (“Talon”) for further coupons and the expression “Coupons” shall,
where the context so requires, include Talons.

1.07 Definitive Instruments the principal amount of which is repayable by instalments (“Instalment
Instruments”) have endorsed thereon a grid for recording the repayment of principal or, if so
specified in the Pricing Supplement, have attached thereto at the time of their initial delivery
payment receipts (“Receipts”) in respect of the instalments of principal.

Global Registered Instruments

1.08 Registered Instruments of each Tranche may be represented by one or more global Instrument
in registered form without Coupons or Talons. Unless specified otherwise in the applicable
Pricing Supplement, Registered Instruments sold outside the United States in reliance on
Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the
“Securities Act”), (“Unrestricted Instrument”) in global form will be either (i) deposited on
or before the relevant issue date therefor with a depositary or a common depositary for
Euroclear and/or Clearstream and/or any other relevant clearing system or (ii) lodged on or
before the relevant issue date therefor with a sub-custodian in Hong Kong for the CMU. Unless
specified otherwise in the applicable Pricing Supplement, Registered Instruments sold within
the United States in reliance on Rule 144A (“Rule 144A”) under the Securities Act
(“Restricted Instruments”) in global form will be deposited on or before the relevant issue
date therefor with a custodian for, and registered in the name of a nominee of, The Depository
Trust Company (“DTC”). Interests in such global Unrestricted Instruments and/or Restricted
Instruments will be exchangeable for individual Instruments in registered form (“Individual
Registered Instruments”) if so specified in the relevant Pricing Supplement and in accordance
with their respective terms.

Denomination

Denomination of Bearer Instruments

1.09 Bearer Instruments are in the denomination or denominations (each of which denomination is
integrally divisible by each smaller denomination) specified in the Pricing Supplement. Bearer
Instruments of one denomination may not be exchanged for Bearer Instruments of any other
denomination.


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Denomination of Registered Instruments


1.10 Registered Instruments are in the minimum denomination specified in the Pricing Supplement
or integral multiples thereof.


Currency of Instruments


1.11 The Instruments are denominated in such currency as may be specified in the Pricing
Supplement. Any currency may be so specified (including, without limitation, Australian
Dollars (“AUD”), Canadian Dollars (“CAD”), Danish Kroner (“DKK”), euro (“EUR”), Hong
Kong Dollars (“HKD”), Japanese Yen (“JPY”), New Zealand Dollars (“NZD”), Norwegian
Kroner (“NKR”), Pounds Sterling (“GBP”), Renminbi (“CNY”), Swedish Kronor (“SEK”),
Swiss Francs (“CHF”) and United States dollars (“USD”)), subject to compliance with all
applicable legal and/or regulatory and/or central bank requirements.


Partly Paid Instruments


1.12 Instruments may be issued on a partly paid basis (“Partly Paid Instruments”) if so specified
in the Pricing Supplement. The subscription moneys therefor shall be paid in such number of
instalments (“Partly Paid Instalments”), in such amounts, on such dates and in such manner
as may be specified in the Pricing Supplement. The first such instalment shall be due and
payable on the date of issue of the Instruments. For the purposes of these Terms and
Conditions, in respect of any Partly Paid Instrument, “Paid Up Amount” means the aggregate
amount of all Partly Paid Instalments in respect thereof as shall have fallen due and been paid
up in full in accordance with the Terms and Conditions.


Not less than 14 days nor more than 30 days prior to the due date for payment of any Partly
Paid Instalment (other than the first such instalment) the Issuer shall publish a notice in
accordance with Condition 14 stating the due date for payment thereof and stating that failure
to pay any such Partly Paid Instalment on or prior to such date will entitle the Issuer to forfeit
the Instruments with effect from such date (the “Forfeiture Date”) as may be specified in such
notice (not being less than 14 days after the due date for payment of such Partly Paid
Instalment), unless payment of the relevant Partly Paid Instalment together with any interest
accrued thereon is paid prior to the Forfeiture Date. The Issuer shall procure that any Partly
Paid Instalments paid in respect of any Instruments subsequent to the Forfeiture Date in respect
thereof shall be returned promptly to the persons entitled thereto. The Issuer shall not be liable
for any interest on any Partly Paid Instalment so returned.


Interest shall accrue on any Partly Paid Instalment which is not paid on or prior to the due date
for payment thereof at the Interest Rate (as defined in Condition 5.12) (in the case of
non-interest bearing Instruments, at the rate applicable to overdue payments) and shall be
calculated in the same manner and on the same basis as if it were interest accruing on the
Instruments for the period from and including the due date for payment of the relevant Partly
Paid Instalment up to but excluding the Forfeiture Date. For the purpose of the accrual of
interest, any payment of any Partly Paid Instalment made after the due date for payment shall
be treated as having been made on the day preceding the Forfeiture Date (whether or not a
Business Day as defined in Condition 5.12).



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Unless an Event of Default (or an event which with the giving of notice, the lapse of time or
the making or giving of any determination or certification would constitute an Event of
Default) shall have occurred and be continuing, on the Forfeiture Date, the Issuer shall forfeit
all of the relevant Instruments in respect of which any Partly Paid Instalment shall not have
been duly paid, whereupon the Issuer shall be entitled to retain all Partly Paid Instalments
previously paid in respect of such Instruments and shall be discharged from any obligation to
repay such amount or to pay interest thereon, or (where such Instruments are represented by
a Temporary Global Instrument or a Permanent Global Instrument) to exchange any interests
in such Instrument for interests in a Permanent Global Instrument or to deliver Definitive
Instruments or Registered Instruments in respect thereof, but shall have no other rights against
any person entitled to the Instruments which have been so forfeited.

Until such time as all the subscription moneys in respect of Partly Paid Unrestricted
Instruments shall have been paid in full and except in the case where an Event of Default shall
have occurred and be continuing or if any of the CMU or Euroclear or Clearstream or any other
relevant clearing system is closed for business for a continuous period of 14 days (other than
by reason of public holidays) or announces an intention to cease business permanently or in
fact does so, no interests in a Temporary Global Instrument or a Permanent Global Instrument
may be exchanged for Definitive Instruments or Registered Instruments.

Until such time as all the subscription moneys in respect of Partly Paid Restricted Instruments
shall have been paid in full and except in the case where an Event of Default shall have
occurred and be continuing or if DTC notifies the Issuer and Guarantor that it is unwilling or
unable to continue as depositary for such Global Registered Instrument, or DTC ceases to be
a “Clearing Agency” registered under the Exchange Act, and a successor depositary is not
appointed by the Issuer and the Guarantor within 90 days, no interests in a Temporary Global
Instrument or a Permanent Global Instrument may be exchanged for Definitive Instruments or
Registered Instruments.

Without prejudice to the right of the Issuer to forfeit any Instruments, for so long as any Partly
Paid Instalment remains due but unpaid, and except in the case where an Event of Default shall
have occurred and be continuing (a) no interests in a Temporary Global Instrument may be
exchanged for interests in a Permanent Global Instrument and (b) no transfers of Registered
Instruments or exchanges of Bearer Instruments for Registered Instruments may be requested
or effected.

2. TITLE AND TRANSFER

2.01 Title to Bearer Instruments, Receipts and Coupons passes by delivery. References herein to the
“Holders” of Bearer Instruments or of Receipts or Coupons are to the bearers of such Bearer
Instruments or such Receipts or Coupons.

2.02 Title to Registered Instruments passes by registration in the register which the Issuer shall
procure to be kept by the Registrar. For the purposes of these Terms and Conditions,
“Registrar” means, in relation to any Series comprising Registered Instruments, the Registrar
or the Alternative Registrar, as specified in the Pricing Supplement, provided always that with
respect to any Tranche of a Series which is comprised of Restricted Instruments, “Registrar”
shall mean the Alternative Registrar. References herein to the “Holders” of Registered
Instruments are to the persons in whose names such Registered Instruments are so registered
in the relevant register.


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2.03 The Holder of any Bearer Instrument, Coupon or Registered Instrument will (except as
otherwise required by applicable law or regulatory requirement) be treated as its absolute
owner for all purposes (whether or not it is overdue and regardless of any notice of ownership,
trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and no
person shall be liable for so treating such Holder.

Transfer of Registered Instruments and exchange of Bearer Instruments for Registered
Instruments; Exchange of Unrestricted Instruments for Restricted Instruments and vice versa

2.04 A Registered Instrument may, upon the terms and subject to the conditions set forth in the Issue
and Paying Agency Agreement, be transferred in whole or in part only (provided that such part
is, or is an integral multiple of, the minimum denomination specified in the Pricing
Supplement) upon the surrender of the Registered Instrument to be transferred, together with
the form of transfer endorsed on it duly completed and executed, at the specified office of the
Registrar. A new Registered Instrument will be issued to the transferee and, in the case of a
transfer of part only of a Registered Instrument, a new Registered Instrument in respect of the
balance not transferred will be issued to the transferor.

2.05 If so specified in the Pricing Supplement, the Holder of Bearer Instruments may exchange the
same for the same aggregate principal amount of Registered Instruments upon the terms and
subject to the conditions set forth in the Issue and Paying Agency Agreement. In order to
exchange a Bearer Instrument for a Registered Instrument, the Holder thereof shall surrender
such Bearer Instrument at the specified office outside the United States of the Issue and Paying
Agent or of the Registrar together with a written request for the exchange. Each Bearer
Instrument so surrendered must be accompanied by all unmatured Receipts and Coupons
appertaining thereto other than the Coupon in respect of the next payment of interest falling due
after the exchange date (as defined in Condition 2.06) where the exchange date would, but for
the provisions of Condition 2.06, occur between the Record Date (as defined in Condition
9B.03) for such payment of interest and the date on which such payment of interest falls due.

2.06 Each new Registered Instrument to be issued upon the transfer of a Registered Instrument or
the exchange of a Bearer Instrument for a Registered Instrument will, within three Relevant
Banking Days of the transfer date or, as the case may be, the exchange date be available for
collection by each relevant Holder at the specified office of the Registrar or, at the option of
the Holder requesting such exchange or transfer be mailed (by uninsured post at the risk of the
Holder(s) entitled thereto) to such address(es) as may be specified by such Holder. For these
purposes, a form of transfer or request for exchange received by the Registrar or the Issue and
Paying Agent after the Record Date in respect of any payment due in respect of Registered
Instruments shall be deemed not to be effectively received by the Registrar or the Issue and
Paying Agent until the day following the due date for such payment. For the purposes of these
Terms and Conditions,

(a) “Relevant Banking Day” means a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) in the place where
the specified office of the Registrar is located and, in the case only of an exchange of a
Bearer Instrument for a Registered Instrument where such request for exchange is made
to the Issue and Paying Agent, in the place where the specified office of the Issue and
Paying Agent is located;

(b) the “exchange date” shall be the Relevant Banking Day following the day on which the
relevant Bearer Instrument shall have been surrendered for exchange in accordance with
Condition 2.05; and

(c) the “transfer date” shall be the Relevant Banking Day following the day on which the
relevant Registered Instrument shall have been surrendered for transfer in accordance
with Condition 2.04.


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2.07 The issue of new Registered Instruments on transfer or on the exchange of Bearer Instruments
for Registered Instruments will be effected without charge by or on behalf of the Issuer, the
Guarantor, the Issue and Paying Agent or the Registrar, but upon payment by the applicant of
(or the giving by the applicant of such indemnity as the Issuer, the Guarantor, the Issue and
Paying Agent or the Registrar may require in respect of) any tax, duty or other governmental
charges which may be imposed in relation thereto.

2.08 Beneficial interests in Unrestricted Instruments may be exchanged for beneficial interests in
Restricted Instruments, and vice versa, subject to compliance with the provisions of the
applicable legends set out in such instruments or other restrictions imposed by the terms of the
documents relating to the Instruments of that Series or the Programme.

2.09 Upon the transfer, exchange or replacement of Registered Instruments bearing the legend (the
“Securities Act Legend”) set forth in the form of Restricted Instrument scheduled to the Issue
and Paying Agency Agreement, the Registrar shall deliver only Registered Instruments that
also bear such legend unless there is delivered to the Registrar an opinion reasonably
satisfactory to the Issuer and the Guarantor of counsel experienced in giving opinions with
respect to questions arising under the securities laws of the United States to the effect that
neither such legend nor the restrictions on transfer set forth therein are required in order to
maintain compliance with the provisions of such laws. The Issuer and the Guarantor covenant
and agree that they will not acquire any beneficial interest, and will cause their “affiliates” (as
defined in Rule 144(a)(1) under the Securities Act) not to acquire any beneficial interest, in any
Registered Instrument bearing the Securities Act Legend unless they notify the Registrar of
such acquisition. The Registrar and all Holders shall be entitled to rely without further
investigation on any such notification (or lack thereof).

2.10 For so long as any of the Registered Instruments bearing the Securities Act Legend remain
outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer and the Guarantor covenant and agree that they shall, during any
period in which they are not subject to Section 13 or 15(d) under the United States Securities
Exchange Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b) under such Act,
make available to any Holder in connection with any sale thereof and any prospective
purchaser of such Instruments from such Holder, in each case upon request, the information
specified in, and meeting the requirements of, Rule 144(d)(4) under the Securities Act.

3. STATUS OF THE INSTRUMENTS

Status – Instruments

3.01 The Instruments constitute direct, unconditional, unsubordinated and (subject to the provisions
of Condition 4) unsecured obligations of the Issuer and rank equally without any preference
among themselves and equally with all other unsubordinated and unsecured obligations of the
Issuer, present and future (save for certain mandatory exceptions provided by law).

Status – Guarantee

3.02 Pursuant to the Guarantee, the Guarantor has unconditionally and irrevocably guaranteed the
due payment of all sums expressed to be payable by the Issuer under the Instruments. The
obligations of the Guarantor under the Guarantee constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the
Guarantor ranking equally with all other unsecured and unsubordinated obligations of the
Guarantor, present and future (save for certain mandatory exceptions provided by law).


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4. NEGATIVE PLEDGE

4.01 The Issuer agrees, and the Guarantor has agreed in the Guarantee, that so long as any of the
Instruments remains outstanding neither the Issuer, the Guarantor nor any Material Subsidiary
will create or permit to arise or subsist or have outstanding any encumbrance on or over its
present or future assets or revenues to secure the repayment or payment of principal, premium
or interest of or on any Euro-Securities or to secure any guarantee, indemnity or surety given
in respect of the repayment or payment of principal, premium or interest of or on any
Euro-Securities without at the same time or previously either securing the Instruments equally
and rateably therewith or providing for the Instruments such other security as shall have been
approved for the purposes by an Extraordinary Resolution (as defined in the Issue and Paying
Agency Agreement) of the Holders of Instruments.

4.02 In these Conditions:

(a) “outstanding” has the meaning ascribed to it in the Issue and Paying Agency Agreement;

(b) any reference to an “encumbrance” is to a mortgage, charge, pledge, lien or other
encumbrance;

(c) any reference to a “Security” is to any indebtedness in the form of or represented by
debentures, loan stock, bonds, notes, bearer participation certificates, depository receipts,
certificates of deposit or other similar securities or instruments or by bills of exchange
drawn or accepted for the purpose of raising money which are, or are issued with the
intention on the part of the issuer thereof that they should be, quoted, listed, ordinarily
dealt in or traded on any stock exchange or over-the-counter or on any other securities
market (whether or not initially distributed by way of private placement) having a
maturity of more than one year;

(d) any reference to an “Euro-Security” is to a Security issued by the Issuer or the Guarantor
or a Material Subsidiary which is denominated, or at the option of any person payable in
whole or in part, in any currency other than the lawful currency of the country of which
the Issuer or the Guarantor or the Material Subsidiary thereof is resident (provided that
in the case of Hong Kong the lawful currency shall be deemed to be both the currency
of the Hong Kong Special Administrative Region (currently Hong Kong dollars) and the
People’s Republic of China (currently Renminbi)) and which is initially offered primarily
to persons resident outside such country; and

(e) “Listed Material Subsidiary” means any Material Subsidiary, the shares of which are at
the relevant time listed on The Stock Exchange of Hong Kong Limited or any other
recognised stock exchange provided that any Material Subsidiary shall become a Listed
Material Subsidiary when its shares become so listed.

(f) “Material Subsidiary” means at any time a Subsidiary of the Guarantor except a Listed
Material Subsidiary, or any of its Subsidiaries:

(1) as to which one or more of the following conditions is satisfied:

(a) its net profits or (in the case of a Subsidiary of the Guarantor which has one
or more Subsidiaries) consolidated net profits attributable to the Guarantor (in
each case before taxation and extraordinary items) are at least 5 per cent. of
the consolidated net profits of the Guarantor and its Subsidiaries (in each case
before taxation and extraordinary items); or


– 36 –
(b) its net assets or (in the case of a Subsidiary of the Guarantor which has one
or more Subsidiaries) consolidated net assets attributable to the Guarantor
represent 5 per cent. or more of the consolidated net assets (after deducting
minority interests in Subsidiaries) of the Guarantor and its Subsidiaries;


all as calculated by reference to the then latest audited accounts (consolidated or, as
the case may be, unconsolidated) of such Subsidiary and the then latest consolidated
audited accounts of the Guarantor and its Subsidiaries, provided that:


(i) in the case of a Subsidiary of the Guarantor acquired after the end of the
financial period to which the then latest relevant audited accounts relate, the
reference to the then latest audited accounts for the purposes of the calculation
above shall, until audited accounts for the financial period in which the
acquisition is made are published, be deemed to be a reference to the accounts
adjusted to consolidate the latest audited accounts of the Subsidiary in the
accounts;


(ii) if, in the case of a Subsidiary of the Guarantor which itself has one or more
Subsidiaries, no consolidated accounts are prepared and audited, its
consolidated net assets and consolidated net profits shall be determined on the
basis of pro forma consolidated accounts of the relevant Subsidiary and its
Subsidiaries prepared for this purpose by its auditors;


(iii) if the accounts of a Subsidiary of the Guarantor (not being a subsidiary
referred to in (i) above) are not consolidated with those of the Guarantor then,
the determination of whether or not the Subsidiary of the Guarantor is a
Material Subsidiary shall be based on a pro forma consolidation of its
accounts (consolidated, if appropriate) with the consolidated accounts of the
Guarantor and its Subsidiaries; or


(2) to which is transferred the whole or substantially the whole of the assets and
undertaking of a Subsidiary of the Guarantor which immediately prior to the
transfer was a Material Subsidiary, provided that the Subsidiary of the Guarantor
which so transfers its assets and undertaking shall forthwith upon the transfer cease
to be a Material Subsidiary (but without prejudice to clause (1) above) and the
Subsidiary of the Guarantor to which the assets and undertaking are so transferred
shall become a Material Subsidiary; and for this purpose a certificate by the auditors
of the Guarantor or any other relevant auditor as to whether or not a Subsidiary is
a Material Subsidiary shall be conclusive and binding on all parties in the absence
of manifest error. The Guarantor shall upon request of a Holder of an Instrument
provide such certificate or pro forma accounts to the Holder as soon as practicable.


(g) “Subsidiary” means in relation to any person and at any particular time any entity of
which more than 50 per cent. of the issued share capital is then beneficially owned by
such person and/or one or more of its Subsidiaries.




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5. INTEREST

Interest

5.01 Instruments may be interest-bearing or non-interest-bearing, as specified in the Pricing
Supplement. Words and expressions appearing in this Condition 5 and not otherwise defined
herein or in the Pricing Supplement shall have the meanings given to them in Condition 5.12.

Interest-bearing Instruments

5.02 Instruments which are specified in the Pricing Supplement as being interest-bearing shall bear
interest from their Interest Commencement Date at the Interest Rate payable in arrear on each
Interest Payment Date.

Floating Rate Instruments

5.03 If the Pricing Supplement specifies the Interest Rate applicable to the Instruments as being
Floating Rate it shall also specify which page (the “Relevant Screen Page”) on the Reuters
Screen or any other information vending service shall be applicable. If such a page is so
specified, the Interest Rate applicable to the relevant Instruments for each Interest Accrual
Period shall be determined by the Calculation Agent on the following basis:

(a) the Calculation Agent will determine the offered rate for deposits (or, as the case may
require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a
percentage point, 0.00005 being rounded upwards) of the rates for deposits) in the
relevant currency for a period of the duration of the relevant Interest Accrual Period on
the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination
Date;

(b) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case
may be, if fewer than two such rates for deposits so appear) or if the Relevant Screen Page
is unavailable, the Calculation Agent will request appropriate quotations and will
determine the arithmetic mean (rounded as aforesaid) of the rates at which deposits in the
relevant currency are offered by four major banks in the Relevant Market, selected by the
Calculation Agent, at approximately the Relevant Time on the Interest Determination
Date to prime banks in the Relevant Market for a period of the duration of the relevant
Interest Accrual Period and in an amount that is representative for a single transaction in
the relevant market at the relevant time;

(c) if, on any Interest Determination Date, only two or three rates are so quoted, the
Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates
so quoted; or

(d) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic
mean (rounded as aforesaid) of the rates quoted by four major banks in the Relevant
Financial Centre selected by the Calculation Agent, at approximately 11.00 a.m.
(Relevant Financial Centre time (or local time at such other financial centre or centres as
aforesaid)) or 11:15 a.m. (Relevant Financial Centre time (or local time at such other
financial centre or centres as aforesaid)) in the case of CNH HIBOR on the first day of
the relevant Interest Accrual Period for loans in the relevant currency to leading European
banks for a period of the duration of the relevant Interest Accrual Period and in an amount
that is representative for a single transaction in the relevant market at the relevant time,


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and the Interest Rate applicable to such Instruments during each Interest Accrual Period
will be the sum of the relevant margin (the “Relevant Margin”) specified in the Pricing
Supplement and the rate (or, as the case may be, the arithmetic mean (rounded as
aforesaid) of the rates) so determined provided, however, that, if the Calculation Agent
is unable to determine a rate (or, as the case may be, an arithmetic mean of rates) in
accordance with the above provisions in relation to any Interest Accrual Period, the
Interest Rate applicable to such Instruments during such Interest Accrual Period will be
the sum of the Relevant Margin and the rate (or, as the case may be, the arithmetic mean
(rounded as aforesaid) of the rates) determined in relation to such Instruments in respect
of the last preceding Interest Accrual Period.


Screen Rate Determination for Floating Rate Instruments where the Reference Rate is specified
as being SOFR Benchmark


5.04 If Screen Rate Determination is specified in the applicable Pricing Supplement as the manner
in which the Rate of Interest is to be determined where the Reference Rate is SOFR
Benchmark, the Rate of Interest applicable to the Floating Rate Instruments for each Interest
Period will, subject as provided below, be equal to the relevant SOFR Benchmark plus or minus
(as specified in the applicable Pricing Supplement) the Margin (if any), all as determined by
the Calculation Agent on the relevant Interest Determination Date.


The “SOFR Benchmark” will be determined based on Compounded SOFR Average or
Compounded SOFR Index (as specified in the applicable Pricing Supplement), as follows
(subject in each case to Condition 5.11):


(A) If Compounded SOFR Average (“Compounded SOFR Average”) is specified in the
applicable Pricing Supplement as the manner in which the SOFR Benchmark will be
determined, the SOFR Benchmark for each Interest Period shall be equal to the
compounded average of daily SOFR reference rates for each day during the relevant
Interest Period (where SOFR Observation Lag or SOFR Payment Delay is specified in the
applicable Pricing Supplement to determine Compounded SOFR Average) or SOFR
Observation Period (where SOFR Observation Shift is specified as applicable in the
applicable Pricing Supplement to determine Compounded SOFR Average).


Compounded SOFR Average shall be calculated by the Calculation Agent in accordance
with one of the formulas referenced below depending upon which is specified in the
applicable Pricing Supplement:


(i) SOFR Observation Lag:


SOFR USBD × 360
1+ −1 ×
360




– 39 –
with the resulting percentage being rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 0.000005 being rounded upwards
(e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent.
(or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655
per cent. (or 0.0987655)) and where:

“SOFRi-×USBD” for any U.S. Government Securities Business Day(i) in the relevant
Interest Period, is equal to the SOFR reference rate for the U.S. Government
Securities Business Day falling the number of Lookback Days prior to that U.S.
Government Securities Business Day(i);

“Lookback Days” means such number of U.S. Government Securities Business
Days as specified in the applicable Pricing Supplement;

“d” means the number of calendar days in the relevant Interest Period;

“d o” means the number of U.S. Government Securities Business Days in the
relevant Interest Period;

“ i” means a series of whole numbers ascending from one to do, representing each
relevant U.S. Government Securities Business Day from (and including) the first
U.S. Government Securities Business Day in the relevant Interest Period (each a
“U.S. Government Securities Business Day(i)”); and

“n i” for any U.S. Government Securities Business Day(i) in the relevant Interest
Period, means the number of calendar days from (and including) such U.S.
Government Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.

(ii) SOFR Observation Shift:


SOFR × 360
1+ −1 ×
360


with the resulting percentage being rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 0.000005 being rounded upwards
(e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent.
(or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655
per cent. (or 0.0987655)) and where:

“SOFRi” for any U.S. Government Securities Business Day(i) in the relevant SOFR
Observation Period, is equal to the SOFR reference rate for that U.S. Government
Securities Business Day(i);

“SOFR Observation Period” means, in respect of each Interest Period, the period
from (and including) the date falling the number of SOFR Observation Shift Days
prior to the first day of the relevant Interest Period to (but excluding) the date
falling the number of SOFR Observation Shift Days prior to the Interest Period Date
for such Interest Period;


– 40 –
“SOFR Observation Shift Days” means the number of U.S. Government Securities
Business Days as specified in the applicable Pricing Supplement;


“d” means the number of calendar days in the relevant SOFR Observation Period;


“d o” means the number of U.S. Government Securities Business Days in the
relevant SOFR Observation Period;


“ i” means a series of whole numbers ascending from one to do, representing each
U.S. Government Securities Business Day from (and including) the first U.S.
Government Securities Business Day in the relevant SOFR Observation Period
(each a “U.S. Government Securities Business Day(i)”); and


“n i” for any U.S. Government Securities Business Day(i), means the number of
calendar days from (and including) such U.S. Government Securities Business
Day(i) up to (but excluding) the following U.S. Government Securities Business
Day.


(iii) SOFR Payment Delay:


SOFR × 360
1+ −1 ×
360



with the resulting percentage being rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 0.000005 being rounded upwards
(e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent.
(or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655
per cent. (or 0.0987655)) and where:


“SOFRi” for any U.S. Government Securities Business Day(i) in the relevant
Interest Period, is equal to the SOFR reference rate for that U.S. Government
Securities Business Day(i);


“Interest Payment Date” shall be the number of Interest Payment Delay Days
following each Interest Period Date; provided that the Interest Payment Date with
respect to the final Interest Period will be the Maturity Date or the relevant date for
redemption, as applicable;


“Interest Payment Delay Days” means the number of Business Days as specified
in the applicable Pricing Supplement;


“d” means the number of calendar days in the relevant Interest Period;


“do” means the number of U.S. Government Securities Business Days in the
relevant Interest Period;



– 41 –
“i” means a series of whole numbers ascending from one to do, representing each
relevant U.S. Government Securities Business Day from (and including) the first
U.S. Government Securities Business Day in the relevant Interest Period (each a
“U.S. Government Securities Business Day(i)”); and

“n i” for any U.S. Government Securities Business Day(i) in the relevant Interest
Period, means the number of calendar days from (and including) such U.S.
Government Securities Business Day(i) up to (but excluding) the following U.S.
Government Securities Business Day.

For the purposes of calculating Compounded SOFR Average with respect to the
final Interest Period where SOFR Payment Delay is specified in the applicable
Pricing Supplement, the SOFR reference rate for each U.S. Government Securities
Business Day in the period from (and including) the SOFR Rate Cut-off Date to (but
excluding) the Maturity Date or the relevant date for redemption, as applicable,
shall be the SOFR reference rate in respect of such SOFR Rate Cut-off Date.

The following defined terms shall have the meanings set out below for purpose of
Conditions 5.04(A):

“Bloomberg Screen SOFRRATE Page” means the Bloomberg screen designated
“SOFRRATE” or any successor page or service;

“Reuters Page USDSOFR=” means the Reuters page designated “USDSOFR=” or any
successor page or service;

“SOFR” means, with respect to any U.S. Government Securities Business Day, the
reference rate determined by the Calculation Agent in accordance with the following
provisions:

(aa) the Secured Overnight Financing Rate published at the SOFR Determination Time
as such reference rate is reported on the Bloomberg Screen SOFRRATE Page; the
Secured Overnight Financing Rate published at the SOFR Determination Time as
such reference rate is reported on the Reuters Page USDSOFR=; or the Secured
Overnight Financing Rate published at the SOFR Determination Time on the SOFR
Administrator’s Website;

(bb) if the reference rate specified in (aa) above does not appear and a SOFR Benchmark
Transition Event and its related SOFR Benchmark Replacement Date have not
occurred, the SOFR reference rate shall be the reference rate published on the SOFR
Administrator’s Website for the first preceding U.S. Government Securities
Business Day for which SOFR was published on the SOFR Administrator’s Website;
or

(cc) if the reference rate specified in (aa) above does not appear and a SOFR Benchmark
Transition Event and its related SOFR Benchmark Replacement Date have occurred,
the provisions set forth in Condition 5.11 shall apply; and

“SOFR Determination Time” means approximately 3:00 p.m. (New York City time) on
the immediately following U.S. Government Securities Business Day;


– 42 –
“SOFR Rate Cut-off Date” means the date that is a number of U.S. Government
Securities Business Days prior to the Interest Payment Date relating to the relevant
Interest Period, the Maturity Date or the relevant Optional Redemption Date, as
applicable, as specified in the applicable Pricing Supplement; and


(B) If Compounded SOFR Index (“Compounded SOFR Index”) is specified as applicable in
the applicable Pricing Supplement, the SOFR Benchmark for each Interest Period shall be
equal to the compounded average of daily SOFR reference rates for each day during the
relevant SOFR Observation Period as calculated by the Calculation Agent as follows:


SOFR IndexEnd 360
−1 ×
SOFR IndexStart c




with the resulting percentage being rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with 0.000005 being rounded upwards (e.g., 9.876541
per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and
9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or
0.0987655)) and where:


“SOFR Index” means, with respect to any U.S. Government Securities Business Day the
SOFR Index value as published on the SOFR Administrator’s Website at the SOFR Index
Determination Time on such U.S. Government Securities Business Day provided that:


(i) if the value specified above does not appear and a SOFR Benchmark Transition
Event and its related SOFR Benchmark Replacement Date have not occurred, the
“Compounded SOFR Index” shall be calculated on any Interest Determination Date
with respect to an Interest Period, in accordance with the Compounded SOFR
Average formula described above in Condition 5.04(A)(ii), and the term “SOFR
Observation Shift Days” shall mean the number of U.S. Government Securities
Business Days as specified in the applicable Pricing Supplement; or


(ii) if the value specified above does not appear and a SOFR Benchmark Transition
Event and its related SOFR Benchmark Replacement Date have occurred, the
provisions set forth in Condition 5.11 shall apply as specified in the applicable
Pricing Supplement;


“SOFR IndexEnd” means, in respect of an Interest Period, the SOFR Index value on the
date that is the number of U.S. Government Securities Business Days specified in the
applicable Pricing Supplement prior to the Interest Period Date relating to such Interest
Period (or in the final Interest Period, the Maturity Date);


“SOFR IndexStart” means, in respect of an Interest Period, the SOFR Index value on the
date that is the number of U.S. Government Securities Business Days specified in the
applicable Pricing Supplement prior to the first day of the relevant Interest Period;


“SOFR Index Determination Time” means, in relation to any U.S. Government
Securities Business Day, approximately 3:00 p.m. (New York City time) on such U.S.
Government Securities Business Day;


– 43 –
“SOFR Observation Period” means, in respect of an Interest Period, the period from
(and including) the date falling the number of SOFR Observation Shift Days prior to the
first day of such Interest Period to (but excluding) the date falling the number of SOFR
Observation Shift Days prior to the Interest Period Date for such Interest Period;

“SOFR Observation Shift Days” means the number of U.S. Government Securities
Business Days as specified in the applicable Pricing Supplement; and

“d c” means the number of calendar days in the applicable SOFR Observation Period.

The following defined terms shall have the meanings set out below for the purpose of this
Condition 5.04(B):

“SOFR Administrator” means the Federal Reserve Bank of New York or any successor
administrator of the SOFR Index value and Secured Overnight Financing Rate;

“SOFR Administrator’s Website” means the website of the SOFR Administrator
(currently being, https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind), or any
successor source;

“SOFR Benchmark Replacement Date” means the Benchmark Replacement Date (as
defined in Condition 5.11) with respect to the then-current SOFR Benchmark;

“SOFR Benchmark Transition Event” means the occurrence of a Benchmark Event (as
defined in Condition 5.11) with respect to the then-current SOFR Benchmark;

“U.S. Government Securities Business Day” or “USBD” means any day except for a
Saturday, a Sunday or a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for
the entire day for purposes of trading in U.S. government securities.

ISDA Rate Instruments

5.05 If the Pricing Supplement specifies the Interest Rate applicable to the Instruments as being
ISDA Rate, each Instrument shall bear interest as from such date, and at such rate or in such
amounts, and such interest will be payable on such dates, as would have applied (regardless of
any event of default or termination event or tax event thereunder) if the Issuer had entered into
an interest rate swap transaction with the Holder of such Instrument under the terms of an
agreement to which the ISDA Definitions applied and for the purpose of such agreement:

– the “Fixed Rate Payer”, “Fixed Amount Payer”, “Fixed Price Payer”, “Floating Rate
Payer”, “Floating Amount Payer” or, as the case may be, the “Floating Price Payer” is the
Issuer;

– the “Effective Date” is the Interest Commencement Date;

– the “Termination Date” is the Maturity Date;

– the “Calculation Agent” is the Calculation Agent as specified in the Pricing Supplement;


– 44 –
– the “Calculation Periods” are the Interest Accrual Periods;


– the “Period End Dates” are the Interest Period End Dates;


– the “Payment Dates” are the Interest Payment Dates;


– the “Reset Dates” are the Interest Period End Dates;


– the “Calculation Amount” is the principal amount of such Instrument;


– the “Day Count Fraction” applicable to the calculation of any amount is that specified in
the Pricing Supplement or, if none is so specified, as may be determined in accordance
with the ISDA Definitions;


– the “Applicable Business Day Convention” applicable to any date is that specified in the
Pricing Supplement or, if none is so specified, as may be determined in accordance with
the ISDA Definitions; and


– the other terms are as specified in the Pricing Supplement.


Maximum or Minimum Interest Rate


5.06 If any Maximum or Minimum Interest Rate is specified in the Pricing Supplement, then the
Interest Rate shall in no event be greater than the maximum or be less than the minimum so
specified.


Accrual of Interest


5.07 Interest shall accrue on the Outstanding Principal Amount of each Instrument during each
Interest Accrual Period from the Interest Commencement Date. Interest will cease to accrue as
from the due date for redemption therefor (or, in the case of an Instalment Instrument, in
respect of each instalment of principal, on the due date for payment of the relevant Instalment
Amount) unless upon due presentation or surrender thereof (if required), payment in full of the
Redemption Amount (as defined in Condition 6.10) or the relevant Instalment Amount is
improperly withheld or refused or default is otherwise made in the payment thereof in which
case interest shall continue to accrue on the principal amount in respect of which payment has
been improperly withheld or refused or default has been made (as well after as before any
demand or judgment) at the Interest Rate then applicable or such other rate as may be specified
for this purpose in the Pricing Supplement until the date on which, upon due presentation or
surrender of the relevant Instrument (if required), the relevant payment is made or, if earlier
(except where presentation or surrender of the relevant Instrument is not required as a
precondition of payment), the seventh day after the date on which, the Issue and Paying Agent
or, as the case may be, the Registrar having received the funds required to make such payment,
notice is given to the Holders of the Instruments in accordance with Condition 14 that the Issue
and Paying Agent or, as the case may be, the Registrar has received the required funds (except
to the extent that there is failure in the subsequent payment thereof to the relevant Holder).




– 45 –
Interest Amount(s), Calculation Agent and Reference Banks

5.08 If a Calculation Agent is specified in the Pricing Supplement, the Calculation Agent, as soon
as practicable after the Relevant Time on each Interest Determination Date (or such other time
on such date as the Calculation Agent may be required to calculate any Redemption Amount
or Instalment Amount, obtain any quote or make any determination or calculation) will
determine the Interest Rate and calculate the amount(s) of interest payable (the “Interest
Amount(s)”) in respect of each denomination of the Instruments (in the case of Bearer
Instruments) and the minimum denomination (in the case of Registered Instruments) for the
relevant Interest Accrual Period, calculate the Redemption Amount or Instalment Amount,
obtain such quote or make such determination or calculation, as the case may be, and cause the
Interest Rate and the Interest Amounts for each Interest Period and the relevant Interest
Payment Date or, as the case may be, the Redemption Amount or any Instalment Amount to be
notified to the Issue and Paying Agent, the Registrar (in the case of Registered Instruments),
the Issuer, the Guarantor, the Holders in accordance with Condition 14 and, if the Instruments
are listed on a stock exchange and the rules of such exchange so require, such exchange as soon
as possible after their determination or calculation but in no event later than the fourth Hong
Kong Banking Day thereafter or, if earlier in the case of notification to the stock exchange, the
time required by the rules of the relevant stock exchange. The Interest Amounts and the Interest
Payment Date so notified may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or
shortening of an Interest Accrual Period or the Interest Period. If the Instruments become due
and payable under Condition 7, the Interest Rate and the accrued interest payable in respect of
the Instruments shall nevertheless continue to be calculated as previously in accordance with
this Condition but no publication of the Interest Rate or the Interest Amount so calculated need
be made. The determination of each Interest Rate, Interest Amount, Redemption Amount and
Instalment Amount, the obtaining of each quote and the making of each determination or
calculation by the Calculation Agent shall (in the absence of manifest error) be final and
binding upon the Issuer, the Guarantor and the Holders and neither the Calculation Agent nor
any Reference Bank shall have any liability to the Holders in respect of any determination,
calculation, quote or rate made or provided by it. As used herein, the “Calculation Agent”
means such agent as may be specified as such in the Pricing Supplement.

The Issuer and the Guarantor will procure that there shall at all times be such Reference Banks
as may be required for the purpose of determining the Interest Rate applicable to the
Instruments and a Calculation Agent, if provision is made for one in the Terms and Conditions.

If the Calculation Agent is incapable or unwilling to act as such or if the Calculation Agent fails
duly to establish the Interest Rate for any Interest Accrual Period or to calculate the Interest
Amounts or any other requirements, the Issuer and the Guarantor will appoint a leading bank
engaged in the Relevant Market to act as such in its place. The Calculation Agent may not
resign its duties without a successor having been appointed as aforesaid.

Calculations and Adjustments

5.09 The amount of interest payable in respect of any Instrument for any period shall be calculated
by applying the Interest Rate to:

(A) in the case of Instruments which are represented by a Global Instrument, the aggregate
Outstanding Principal Amount of the Instruments represented by such Global Instrument
(or, if they are Partly Paid Instruments, the aggregate amount paid up); or


– 46 –
(B) in the case of Instruments in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction (and rounded in
the manner provided below) save that (i) if the Pricing Supplement specifies a specific amount
in respect of such period, the amount of interest payable in respect of such Instrument for such
period will be equal to such specified amount and (ii) in the case of Instruments where the
Interest Rate is fixed, the interest shall be calculated on the basis of a 360-day year consisting
of 12 months of 30 days each and, in the case of an incomplete month, the number of days
elapsed. Where the Specified Denomination of an Instrument in definitive form is a multiple
of the Calculation Amount, the Interest Amount payable in respect of such Instrument shall be
the product of the amount (determined in the manner provided above) for the Calculation
Amount and the amount by which the Calculation Amount is multiplied to reach the Specified
Denomination without any further rounding. Where any Interest Period comprises two or more
Interest Accrual Periods, the amount of interest payable in respect of such Interest Period will
be the sum of the amounts of interest payable in respect of each of those Interest Accrual
Periods.

For the purposes of any calculations referred to in these Terms and Conditions (unless
otherwise specified in these Terms and Conditions or the Pricing Supplement), (a) all
percentages resulting from such calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to
0.00001 per cent.), (b) all United States Dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all
Japanese Yen amounts used in or resulting from such calculations will be rounded downwards
to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other
currency used in or resulting from such calculations will be rounded to the nearest two decimal
places in such currency, with 0.005 being rounded upwards.

5.10 Benchmark Replacement for Floating Rate Instruments (other than Floating Rate Instruments
where Reference Rate is specified as being SOFR Benchmark)

In addition, notwithstanding the provisions above in this Condition 5, if the Issuer determines
that a Benchmark Event has occurred in relation to the relevant Reference Rate specified in the
applicable Pricing Supplement when any Rate of Interest (or the relevant component part
thereof) remains to be determined by such Reference Rate, then the following provisions shall
apply:

(A) the Issuer shall use all reasonable endeavours to appoint, as soon as reasonably
practicable, an Independent Adviser to determine (acting in a reasonable manner), no later
than five business days prior to the relevant Interest Determination Date relating to the
next succeeding Interest Period (the “IA Determination Cut-off Date”), a Successor
Rate or, alternatively, if there is no Successor Rate, an Alternative Reference Rate for
purposes of determining the Rate of Interest (or the relevant component part thereof)
applicable to the Instruments;

(B) if the Issuer (acting in a reasonable manner) is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by it fails to determine a Successor Rate or an
Alternative Reference Rate prior to the IA Determination Cut-off Date, the Issuer (acting
in a reasonable manner) may determine a Successor Rate or, if there is no Successor Rate,
an Alternative Reference Rate;


– 47 –
(C) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is
determined in accordance with the preceding provisions, such Successor Rate or, failing
which, an Alternative Reference Rate (as applicable) shall be the Reference Rate for each
of the future Interest Periods (subject to the subsequent operation of, and to adjustment
as provided in, this Condition 5.10); provided, however, that if sub-paragraph (B) applies
and the Issuer (acting in a reasonable manner) is unable to or does not determine a
Successor Rate or an Alternative Reference Rate prior to the relevant Interest
Determination Date, the Rate of Interest applicable to the next succeeding Interest Period
shall be equal to the Rate of Interest last determined in relation to the Instruments in
respect of the preceding Interest Period (or alternatively, if there has not been a first
Interest Payment Date, the rate of interest shall be the initial Rate of Interest) (subject,
where applicable, to substituting the Margin that applied to such preceding Interest Period
for the Margin that is to be applied to the relevant Interest Period); for the avoidance of
doubt, the proviso in this sub-paragraph (C) shall apply to the relevant Interest Period
only and any subsequent Interest Periods are subject to the subsequent operation of, and
to adjustment as provided in, this Condition 5.10);


(D) if the Independent Adviser or the Issuer (acting in a reasonable manner) determines a
Successor Rate or, failing which, an Alternative Reference Rate (as applicable) in
accordance with the above provisions, the Independent Adviser or the Issuer (acting in
good faith and in a commercially reasonable manner) (as applicable), may also specify
changes to these Conditions, including but not limited to the Day Count Fraction,
Relevant Screen Page, Applicable Business Day Convention, business days, Interest
Determination Date and/or the definition of Reference Rate applicable to the Instruments,
and the method for determining the fallback rate in relation to the Instruments, if such
changes are necessary to ensure the proper operation of such Successor Rate, Alternative
Reference Rate and/or Adjustment Spread (as applicable). If the Independent Adviser (in
consultation with the Issuer) or the Issuer (acting in a reasonable manner) (as applicable),
determines that an Adjustment Spread is required to be applied to the Successor Rate or
the Alternative Reference Rate (as applicable) and determines the quantum of, or a
formula or methodology for determining, such Adjustment Spread, then such Adjustment
Spread shall be applied to the Successor Rate or the Alternative Reference Rate (as
applicable). If the Independent Adviser or the Issuer (acting in a reasonable manner) (as
applicable) is unable to determine the quantum of, or a formula or methodology for
determining, such Adjustment Spread, then such Successor Rate or Alternative Reference
Rate (as applicable) will apply without an Adjustment Spread. For the avoidance of doubt,
the Issue and Paying Agent shall, at the direction and expense of the Issuer, effect such
consequential amendments to the Issue and Paying Agency Agreement and these
Conditions as may be required in order to give effect to this Condition 5.10. Holders’
consent shall not be required in connection with effecting the Successor Rate or
Alternative Reference Rate (as applicable) or such other changes, including for the
execution of any documents or other steps by the Issue and Paying Agent (if required);
and


(E) the Issuer shall promptly, following the determination of any Successor Rate or
Alternative Reference Rate (as applicable), give notice thereof to the Issue and Paying
Agent and the Holders, which shall specify the effective date(s) for such Successor Rate
or Alternative Reference Rate (as applicable) and any consequential changes made to
these Conditions,


– 48 –
provided that (x) the determination of any Successor Rate or Alternative Reference Rate, and
any other related changes to the Instruments, shall be made in accordance with applicable law
and (y) neither the Issue and Paying Agent nor any other Paying Agent shall be bound by or
be obliged to give effect to any Successor Rate, Alternative Rate or Adjustment Spread, if in
the opinion of the Issue and Paying Agent or other Paying Agent, the same would not be
operable or would impose more onerous obligations upon it or expose it to any additional
duties, responsibilities or liabilities or reduce or amend the rights and/or the protective
provisions afforded to it in these Conditions and/or the Issue and Paying Agency Agreement
and/or any documents to which it is a party in any way.

5.11 Benchmark Replacement for Floating Rate Instruments (SOFR)

In addition, notwithstanding the provisions above in this Condition 5, if the Issuer determines
that a Benchmark Event (SOFR) has occurred, then the following provisions shall apply:

(i) Benchmark Replacement

If the Issuer or its designee determines on or prior to the relevant Reference Time that a
Benchmark Event and its related Benchmark Replacement Date have occurred with
respect to the then-current Benchmark, the Benchmark Replacement will replace the
then-current Benchmark for all purposes relating to the Instruments in respect of all
determinations on such date and for all determinations on all subsequent dates.

(ii) Benchmark Replacement Conforming Changes

In connection with the implementation of a Benchmark Replacement, the Issuer or its
designee will have the right to make Benchmark Replacement Conforming Changes from
time to time. For the avoidance of doubt, any of the Agents shall, at the direction and
expense of the Issuer, effect such consequential amendments to the Issue and Paying
Agency Agreement and these Conditions as may be required to give effect to this
Condition 5.11, provided that the Agents shall not be bound by or be obliged to give effect
to any such changes required to give effect to this Condition 5.11, if in the opinion of the
Agents, the same would not be operable or would impose more onerous obligations upon
it or expose it to any additional duties, responsibilities or liabilities or reduce or amend
the rights and/or the protective provisions afforded to it in these Conditions and/or the
Issue and Paying Agency Agreement and/or any documents in respect to the Instruments
to which it is a party in any way. Holders of the Instruments’ consent shall not be required
in connection with effecting any such changes, including the execution of any documents
or any steps to be taken by any of the Agents (if required). Further, none of the Agents
shall be responsible or liable for any determinations, decisions or elections made by the
Issuer or its designee with respect to any Benchmark Replacement or any other changes
and shall be entitled to rely conclusively on any certifications provided to each of them
in this regard.

(iii) Decisions and Determinations

Any determination, decision or election that may be made by the Issuer or its designee
pursuant to this Condition 5.11, including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection: (i) will be


– 49 –
conclusive and binding absent manifest error; (ii) will be made in the sole discretion of
the Issuer or its designee, as applicable; and (iii) notwithstanding anything to the contrary
in the documentation relating to the Instruments, shall become effective without consent
from the holders of the Instruments or any other party.

The following defined terms shall have the meanings set out below for the purpose of
Conditions 5.04 and 5.11:

“Benchmark” means, initially, the relevant SOFR Benchmark specified in the applicable
Pricing Supplement; provided that if the Issuer or its designee determines on or prior to
the Reference Time that a Benchmark Event and its related Benchmark Replacement Date
have occurred with respect to the relevant SOFR Benchmark (including any daily
published component used in the calculation thereof) or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement;

“Benchmark Event” means the occurrence of one or more of the following events with
respect to the then-current Benchmark (including any daily published component used in
the calculation thereof):

(i) a public statement or publication of information by or on behalf of the administrator
of the Benchmark (or such component) announcing that such administrator has
ceased or will cease to provide the Benchmark (or such component), permanently
or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide the Benchmark (or such
component); or

(ii) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark (or such component), the central bank for the
currency of the Benchmark (or such component), an insolvency official with
jurisdiction over the administrator for the Benchmark (or such component), a
resolution authority with jurisdiction over the administrator for the Benchmark (or
such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the
administrator of the Benchmark (or such component) has ceased or will cease to
provide the Benchmark (or such component) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Benchmark (or such component); or

(iii) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark announcing that the Benchmark is no longer
representative;

“Benchmark Replacement” means the first alternative set forth in the order below that
can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(A) the sum of:

(i) the alternate reference rate that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark (including
any daily published component used in the calculation thereof); and

(ii) the Benchmark Replacement Adjustment;


– 50 –
(B) the sum of:

(i) the ISDA Fallback Rate; and

(ii) the Benchmark Replacement Adjustment; or

(C) the sum of:

(i) the alternate reference rate that has been selected by the Issuer or its designee as the
replacement for the then-current Benchmark (including any daily published
component used in the calculation thereof) giving due consideration to any
industry-accepted reference rate as a replacement for the then-current Benchmark
(including any daily published component used in the calculation thereof) for U.S.
dollar-denominated Floating Rate Instruments at such time; and

(ii) the Benchmark Replacement Adjustment;

“Benchmark Replacement Adjustment” means the first alternative set forth in the order
below that can be determined by the Issuer or its designee as of the Benchmark Replacement
Date:

(A) the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected or
recommended by the Relevant Governmental Body for the applicable Unadjusted
Benchmark Replacement;

(B) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback
Rate, the ISDA Fallback Adjustment; or

(C) the spread adjustment (which may be a positive or negative value or zero) that has been
selected by the Issuer or its designee giving due consideration to any industry-accepted
spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of the then-current Benchmark (including any daily published component
used in the calculation thereof) with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated Floating Rate Instruments at such time;

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the
timing and frequency of determining rates and making payments of interest, rounding of
amounts or tenors, and other administrative matters) that the Issuer or its designee decides may
be appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Issuer or its designee decides that
adoption of any portion of such market practice is not administratively feasible or if the Issuer
or its designee determines that no market practice for use of the Benchmark Replacement
exists, in such other manner as the Issuer or its designee determines is reasonably necessary);

“Benchmark Replacement Date” means the earliest to occur of the following events with
respect to the then-current Benchmark (including any daily published component used in the
calculation thereof):

(A) in the case of sub-paragraphs (i) or (ii) of the definition of “Benchmark Event”, the later
of:

(i) the date of the public statement or publication of information referenced therein;
and


– 51 –
(ii) the date on which the administrator of the Benchmark permanently or indefinitely
ceases to provide the Benchmark (or such component); or


(B) in the case of sub-paragraph (iii) of the definition of “Benchmark Event”, the date of the
public statement or publication of information referenced therein.


For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs
on the same day as, but earlier than, the Reference Time in respect of any determination, the
Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for
such determination;


“designee” means a designee as selected and separately appointed by the Issuer in writing;


“ISDA Definitions” means (i) if “2006 ISDA Definitions” is specified in the applicable Pricing
Supplement, the 2006 ISDA Definitions (as amended and updated as at the date of issue of the
first Tranche of the Instruments of the relevant Series (as specified in the Pricing Supplement)
as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) (formerly
the International Swap Dealers Association, Inc.)); or (ii) if “2021 ISDA Definitions” is
specified in the applicable Pricing Supplement, the latest version of the 2021 ISDA Interest
Rate Derivatives Definitions as at the date of issue of the first Tranche of the Instruments of
the relevant Series (as specified in the Pricing Supplement) as published by ISDA on its
website (http://www.isda.org);


“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an index cessation event with respect to
the Benchmark;


“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing
the ISDA Definitions to be effective upon the occurrence of an index cessation date with
respect to the Benchmark (including any daily published component used in the calculation
thereof) for the applicable tenor excluding the applicable ISDA Fallback Adjustment;


“Reference Time” with respect to any determination of the Benchmark means: (1) if the
Benchmark is the SOFR Benchmark, the SOFR Determination Time (where Compounded
SOFR Average is specified in the applicable Pricing Supplement) or SOFR Index
Determination Time (where Compounded SOFR Index is specified in the applicable Pricing
Supplement); or (2) if the Benchmark is not the SOFR Benchmark, the time determined by the
Issuer or its designee after giving effect to the Benchmark Replacement Conforming Changes;


“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve
Bank of New York, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the Federal Reserve Bank of New York or any successor thereto; and


“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the
Benchmark Replacement Adjustment.




– 52 –
Definitions


5.12 In these Conditions:


“Adjustment Spread” means a spread (which may be positive or negative or zero) or formula
or methodology for calculating a spread, which the Independent Adviser (in consultation with
the Issuer) or the Issuer (acting in a reasonable manner) (as applicable), determines is required
to be applied to the Successor Rate or the Alternative Reference Rate (as applicable) in order
to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic
prejudice or benefit (as applicable) to Holders as a result of the replacement of the Reference
Rate with the Successor Rate or the Alternative Reference Rate (as applicable) and is the
spread, formula or methodology which:


(A) in the case of a Successor Rate, is formally recommended in relation to the replacement
of the Reference Rate with the Successor Rate by any Relevant Nominating Body; or


(B) in the case of a Successor Rate for which no such recommendation has been made or in
the case of an Alternative Reference Rate, the Independent Adviser (in consultation with
the Issuer) or the Issuer (acting in a reasonable manner) (as applicable) determines is
recognised or acknowledged as being in customary market usage in international debt
capital markets transactions which reference the Reference Rate, where such rate has
been replaced by the Successor Rate or the Alternative Reference Rate (as applicable); or


(C) if no such customary market usage is recognised or acknowledged, the Independent
Adviser (in consultation with the Issuer) or the Issuer in its discretion (as applicable),
determines (acting in a reasonable manner) to be appropriate.


“Alternative Reference Rate” means the rate that the Independent Adviser or the Issuer (as
applicable) determines has replaced the relevant Reference Rate in customary market usage in
the international debt capital markets for the purposes of determining rates of interest in respect
of bonds denominated in the Specified Currency and of a comparable duration to the relevant
Interest Period, or, if the Independent Adviser or the Issuer (as applicable) determines that there
is no such rate, such other rate as the Independent Adviser or the Issuer (as applicable)
determines in its discretion (acting in a reasonable manner) is most comparable to the relevant
Reference Rate.


“Applicable Business Day Convention” means the “Business Day Convention” which may be
specified in the Pricing Supplement as applicable to any date in respect of the Instruments.
Where the Pricing Supplement specifies “No Adjustment” in relation to any date, such date
shall not be adjusted in accordance with any Business Day Convention. Where the Pricing
Supplement fails either to specify an applicable Business Day Convention or “No Adjustment”
for the purposes of an Interest Payment Date or an Interest Period End Date, then in the case
of Instruments which bear interest at a fixed rate, “No Adjustment” shall be deemed to have
been so specified and in the case of Instruments which bear interest at a floating rate, the
Modified Following Business Day Convention shall be deemed to have been so specified.
Different Business Day Conventions may apply, or be specified in relation to, the Interest
Payment Dates, Interest Period End Dates and any other date or dates in respect of any
Instruments.


– 53 –
“Benchmark Event” means, in respect of a Reference Rate (other than Instruments where the
Reference Rate is specified as being SOFR Benchmark):


(A) such Reference Rate ceasing be published for a period of at least five business days or
ceasing to exist;


(B) a public statement by the administrator of such Reference Rate that it will, by a specified
date within the following six months, cease publishing such Reference Rate permanently
or indefinitely (in circumstances where no successor administrator has been appointed
that will continue publication of such Reference Rate);


(C) a public statement by the supervisor of the administrator of such Reference Rate that such
Reference Rate has been or will, by a specified date within the following six months, be
permanently or indefinitely discontinued;


(D) a public statement by the supervisor of the administrator of such Reference Rate that
means such Reference Rate will be prohibited from being used or that its use will be
subject to restrictions or adverse consequences, in each case within the following six
months; or


(E) it has become unlawful for any Paying Agent, Calculation Agent, the Issuer or other party
to calculate any payments due to be made to any Holder using such Reference Rate.


“Business Day” means (i) in relation to Instruments denominated or payable in a currency
other than euro or Renminbi, a day (other than a Saturday or Sunday) on which commercial
banks and foreign exchange markets are open for business and settle payments in the Relevant
Financial Centre (other than T2 (as defined in Condition 9D)) in respect of the relevant
Instruments and/or in any other place or any other days as may be specified in the Pricing
Supplement, (ii) in relation to Instruments denominated or redenominated or payable in euro
or if T2 is specified as a Relevant Financial Centre in the Pricing Supplement, a day on which
T2 is operating or (iii) in relation to Instruments denominated or payable in Renminbi, a day
(other than a Saturday or Sunday) on which commercial banks are generally open for business
and settlement of Renminbi payments in Hong Kong.


“Business Day Convention” means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day and the following Business Day Conventions, where
specified in the Pricing Supplement in relation to any date applicable to any Instruments, shall
have the following meanings:


(a) “Following Business Day Convention” means that such date shall be postponed to the
first following day that is a Business Day;


(b) “Modified Following Business Day Convention” or “Modified Business Day
Convention” means that such date shall be postponed to the first following day that is a
Business Day unless that day falls in the next calendar month in which case that date will
be the first preceding day that is a Business Day;


(c) “Preceding Business Day Convention” means that such date shall be brought forward to
the first preceding day that is a Business Day; and


– 54 –
(d) “FRN Convention” or “Eurodollar Convention” means that each such date shall be the
date which numerically corresponds to the preceding such date in the calendar month
which is the number of months specified in the Pricing Supplement after the calendar
month in which the preceding such date occurred provided, however, that:

(i) if there is no such numerically corresponding day in the calendar month in which
any such date should occur, then such date will be the last day which is a Business
Day in that calendar month;

(ii) if any such date would otherwise fall on a day which is not a Business Day, then
such date will be the first following day which is a Business Day unless that day
falls in the next calendar month, in which case it will be the first preceding day
which is a Business Day; and

(iii) if the preceding such date occurred on the last day in a calendar month which was
a Business Day, then all subsequent such dates will be the last day which is a
Business Day in the calendar month which is the specified number of months after
the calendar month in which the preceding such date occurred.

“Day Count Fraction” means, in respect of the calculation of an amount for any period of time
(“Calculation Period”), such day count fraction as may be specified in the Pricing Supplement
and:

(a) if “Actual/Actual” or “Actual/Actual (ISDA)” is so specified, means the actual number
of days in the Calculation Period divided by 365 (or, if any portion of the Calculation
Period falls in a leap year, the sum of (A) the actual number of days in that portion of the
Calculation Period falling in a leap year divided by 366 and (B) the actual number of days
in that portion of the Calculation Period falling in a non-leap year divided by 365);

(b) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the
Calculation Period divided by 365;

(c) if “Actual/360” is so specified, means the actual number of days in the Calculation Period
divided by 360;

(d) if “30/360” is so specified, means the number of days in the Calculation Period divided
by 360 calculated on a formula basis as follows:

[360 x (Y2 – Y 1)] + [30 x (M2 – M 1)] + (D2 – D 1)
Day Count Fraction =
360

where:

“Y 1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;

“Y 2” is the year, expressed as a number, in which the day immediately following the last
day of the Calculation Period falls;

“M 1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;


– 55 –
“M 2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;

“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unless
such number is 31, in which case D1 will be 30; and

“D 2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater than
29, in which case D2 will be 30;

(e) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the
Calculation Period divided by 360 calculated on a formula basis as follows:

[360 x (Y2 – Y 1)] + [30 x (M2 – M 1)] + (D2 – D 1)
Day Count Fraction =
360

where:

“Y 1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;

“Y 2” is the year, expressed as a number, in which the day immediately following the last
day of the Calculation Period falls;

“M 1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;

“M 2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;

“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unless
such number is 31, in which case D1 will be 30; and

“D 2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2
will be 30;

(f) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:

[360 x (Y2 – Y 1)] + [30 x (M2 – M 1)] + (D2 – D 1)
Day Count Fraction =
360

where:

“Y 1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;

“Y 2” is the year, expressed as a number, in which the day immediately following the last
day of the Calculation Period falls;


– 56 –
“M 1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;


“M 2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;


“D 1” is the first calendar day, expressed as a number, of the Calculation Period, unless
(i) that day is the last day of February or (ii) such number would be 31, in which case D1
will be 30; and


“D 2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.


“Hong Kong Banking Day” means a day on which commercial banks are open for business
and foreign exchange markets are open for trading in Hong Kong.


“Independent Adviser” means an independent financial institution of international repute or
other independent financial adviser of recognised standing and with appropriate expertise, in
each case appointed by the Issuer at its own expense.


“Interest Accrual Period” means, in respect of an Interest Period, each successive period
beginning on and including an Interest Period End Date and ending on but excluding the next
succeeding Interest Period End Date during that Interest Period provided always that the first
Interest Accrual Period shall commence on and include the Interest Commencement Date and
the final Interest Accrual Period shall end on but exclude the date of final maturity.


“Interest Commencement Date” means the date of issue of the Instruments (as specified in
the Pricing Supplement) or such other date as may be specified as such in the Pricing
Supplement.


“Interest Determination Date” means, in respect of any Interest Accrual Period, the date
falling such number (if any) of Banking Days in such city(ies) as may be specified in the
Pricing Supplement prior to the first day of such Interest Accrual Period, or if none is specified:


(a) in the case of Instruments denominated in Hong Kong dollars, Renminbi or Pounds
Sterling, the first day of such Interest Accrual Period; or


(b) in the case of Instruments denominated in euro, the date falling two TARGET Business
Days prior to the first day of such Interest Accrual Period; or


(c) in the case of Instruments not denominated in Hong Kong Dollars, Renminbi, Pounds
Sterling or euro, the date falling two London Banking Days prior to the first day of such
Interest Accrual Period; or




– 57 –
(d) (where SOFR Benchmark is specified in the applicable Pricing Supplement as the
Reference Rate and where SOFR Observation Lag or SOFR Observation Shift is specified
as applicable in the applicable Pricing Supplement to determine Compounded SOFR
Average or where Compounded SOFR Index is specified as applicable in the applicable
Pricing Supplement) the fifth U.S. Government Securities Business Day prior to the last
day of each Interest Period; and


(e) (where SOFR Benchmark is specified in the applicable Pricing Supplement as the
Reference Rate and where SOFR Payment Delay is specified as applicable in the
applicable Pricing Supplement to determine Compounded SOFR Average) the Interest
Period Date at the end of each Interest Period, provided that the Interest Determination
Date with respect to the final Interest Period will be the U.S. Government Securities
Business Day immediately following the relevant SOFR Rate Cut-Off Date;


“Interest Payment Date” means the date or dates specified as such in, or determined in
accordance with the provisions of, the Pricing Supplement and, if an Applicable Business Day
Convention is specified in the Pricing Supplement, as the same may be adjusted in accordance
with the Applicable Business Day Convention or if the Applicable Business Day Convention
is the FRN Convention and an interval of a number of calendar months is specified in the
Pricing Supplement as being the Interest Period, each of such dates as may occur in accordance
with the FRN Convention at such specified period of calendar months following the date of
issue of the Instruments (in the case of the first Interest Payment Date) or the previous Interest
Payment Date (in any other case).


“Interest Period” means each successive period beginning on and including an Interest
Payment Date and ending on but excluding the next succeeding Interest Payment Date provided
always that the first Interest Period shall commence on and include the Interest Commencement
Date and the final Interest Period shall end on but exclude the date of final maturity.


“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon.


“Interest Period End Date” means the date or dates specified as such in, or determined in
accordance with the provisions of, the Pricing Supplement and, if an Applicable Business Day
Convention is specified in the Pricing Supplement, as the same may be adjusted in accordance
with the Applicable Business Day Convention or, if the Applicable Business Day Convention
is the FRN Convention and an interval of a number of calendar months is specified in the
Pricing Supplement as the Interest Accrual Period, such dates as may occur in accordance with
the FRN Convention at such specified period of calendar months following the Interest
Commencement Date (in the case of the first Interest Period End Date) or the previous Interest
Period End Date (in any other case) or, if none of the foregoing is specified in the Pricing
Supplement, means the date or each of the dates which correspond with the Interest Payment
Date(s) in respect of the Instruments.


“Interest Rate” means the rate or rates (expressed as a percentage per annum) or amount or
amounts (expressed as a price per unit of relevant currency) of interest payable in respect of
the Instruments specified in, or calculated or determined in accordance with the provisions of,
the Pricing Supplement.



– 58 –
“ISDA Definitions” means (i) if “2006 ISDA Definitions” is specified in the applicable Pricing
Supplement, the 2006 ISDA Definitions (as amended and updated as at the date of issue of the
first Tranche of the Instruments of the relevant Series (as specified in the Pricing Supplement)
as published by the ISDA_ (formerly the International Swap Dealers Association, Inc.)); or (ii)
if “2021 ISDA Definitions” is specified in the applicable Pricing Supplement, the latest version
of the 2021 ISDA Interest Rate Derivatives Definitions as at the date of issue of the first
Tranche of the Instruments of the relevant Series (as specified in the Pricing Supplement) as
published by ISDA on its website (http://www.isda.org).

“Margin” has the meaning given in the applicable Pricing Supplement.

“Outstanding Principal Amount” means, in respect of an Instrument, its principal amount
less, in respect of any Instalment Instrument, any principal amount on which interest shall have
ceased to accrue in accordance with Condition 5.07 or, in the case of a Partly Paid Instrument,
the Paid Up Amount of such Instrument or otherwise as indicated in the Pricing Supplement
except that the Paid Up Amount shall be deemed to be nil for Instruments which have been
forfeited by the Issuer on or after the Forfeiture Date as provided for in Condition 1.12.

“Reference Banks” means such banks as may be specified in the Pricing Supplement as the
Reference Banks or, if none are specified, “Reference Banks” has the meaning given in the
ISDA Definitions, mutatis mutandis.

“Reference Rate” has the meaning given in the applicable Pricing Supplement.

“Relevant Financial Centre” means such financial centre or centres as may be specified in
relation to the relevant currency for the purposes of the definition of “Business Day” in the
ISDA Definitions, as modified or supplemented in the Pricing Supplement and in the case of
Instruments denominated in euro and where no centre is specified in the Pricing Supplement,
the Relevant Financial Centre for the purposes of Condition 5.03(d) shall be London.

“Relevant Market” means the London interbank market or such other market as may be
specified in the Pricing Supplement.

“Relevant Nominating Body” means, in respect of a reference rate:

(A) the central bank for the currency to which the reference rate relates, or any central bank
or other supervisory authority which is responsible for supervising the administrator of
the reference rate; or

(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at
the request of (1) the central bank for the currency to which the reference rate relates,
(2) any central bank or other supervisory authority which is responsible for supervising
the administrator of the reference rate, (3) a group of the aforementioned central banks
or other supervisory authorities, or (4) the Financial Stability Board or any part thereof.

“Relevant Time” means the time as of which any rate is to be determined as specified in the
Pricing Supplement or, if none is specified, at which it is customary to determine such rate.

“Reuters Screen” means, when used in connection with a designated page and any designated
information, the display page so designated on the Reuter Monitor Money Rates Service (or
such other page as may replace that page on that service for the purpose of displaying such
information).


– 59 –
“Successor Rate” means the rate that the Independent Adviser or the Issuer (as applicable)
determines is a successor to or replacement of the Reference Rate which is formally
recommended by any Relevant Nominating Body.

“T2 Business Day” means a day on which T2 (as defined in Condition 9D) is operating.

Non-Interest Bearing Instruments

5.13 If any Redemption Amount (as defined in Condition 6.10) or Instalment Amount in respect of
any Instrument which is non-interest bearing is not paid when due, interest shall accrue on the
overdue amount at a rate per annum (expressed as a percentage per annum) equal to the
Amortisation Yield defined in, or determined in accordance with the provisions of, the Pricing
Supplement or at such other rate as may be specified for this purpose in the Pricing Supplement
until the date on which, upon due presentation or surrender of the relevant Instrument (if
required), the relevant payment is made or, if earlier (except where presentation or surrender
of the relevant Instrument is not required as a precondition of payment), the seventh day after
the date on which, the Issue and Paying Agent or, as the case may be, the Registrar having
received the funds required to make such payment, notice is given to the Holders of the
Instruments in accordance with Condition 14 that the Issue and Paying Agent or, as the case
may be, the Registrar has received the required funds (except to the extent that there is failure
in the subsequent payment thereof to the relevant Holder). The amount of any such interest
shall be calculated in accordance with the provisions of Condition 5.09 as if the Interest Rate
was the Amortisation Yield, the Outstanding Principal Amount was the overdue sum and the
Day Count Fraction was as specified for this purpose in the Pricing Supplement or, if not so
specified, 30E/360.

6. REDEMPTION AND PURCHASE

Redemption at Maturity

6.01 Unless previously redeemed, or purchased and cancelled, each Instrument shall be redeemed at
its maturity redemption amount (the “Maturity Redemption Amount”) (which shall be its
Outstanding Principal Amount or such other redemption amount as may be specified in or
determined in accordance with the Pricing Supplement) (or, in the case of Instalment
Instruments, in such number of instalments and in such amounts (“Instalment Amounts”) as
may be specified in, or determined in accordance with the provisions of, the Pricing
Supplement) on the date or dates (or, in the case of Instruments which bear interest at a floating
rate of interest, on the date or dates upon which interest is payable) specified in the Pricing
Supplement.

Early Redemption for Taxation Reasons

6.02 If, in relation to any Series of Instruments:

(i) as a result of any change in the laws, regulations or rulings of Hong Kong or the Cayman
Islands or, in each case, of any political subdivision thereof or any authority or agency
therein or thereof having power to tax or in the interpretation or administration of any
such laws, regulations or rulings which becomes effective on or after the date of issue of
such Instruments or any other date specified in the Pricing Supplement, the Issuer or, if
the Guarantee were called, the Guarantor would be required to pay additional amounts as
provided in Condition 8 or, as the case may be, the Guarantee;


– 60 –
(ii) such obligation cannot be avoided by the Issuer or the Guarantor, as the case may be,
taking reasonable measures available to it; and


(iii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the
case may be, to the Issue and Paying Agent of a certificate signed by two directors of the
Issuer or the Guarantor, as the case may be, stating that the said circumstances prevail and
describing the facts leading thereto and an opinion of independent legal advisers of
recognised standing to the effect that such circumstances prevail,


the Issuer may, at its option and having given no less than thirty nor more than sixty days’
notice (ending, in the case of Instruments which bear interest at a floating rate, on a day upon
which interest is payable) to the Holders of the Instruments in accordance with Condition 14
(which notice shall be irrevocable), redeem all (but not some only) of the outstanding
Instruments comprising the relevant Series at their early tax redemption amount (the “Early
Redemption Amount (Tax)”) (which shall be their Outstanding Principal Amount or, in the
case of Instruments which are non-interest bearing, their Amortised Face Amount (as defined
in Condition 6.11) or such other redemption amount as may be specified in, or determined in
accordance with the provisions of, the Pricing Supplement), together with accrued interest (if
any) thereon provided, however, that no such notice of redemption may be given earlier than
90 days (or, in the case of Instruments which bear interest at a floating rate a number of days
which is equal to the aggregate of the number of days falling within the then current interest
period applicable to the Instruments plus 60 days) prior to the earliest date on which the Issuer
or as the case may be, the Guarantor would be obliged to pay such additional amounts were a
payment in respect of the Instruments then due.


The Issuer may not exercise such option in respect of any Instrument which is the subject of
the prior exercise by the Holder thereof of its option to require the redemption of such
Instrument under Condition 6.06.


Optional Early Redemption (Call)


6.03 If this Condition 6.03 is specified in the Pricing Supplement as being applicable, then the Issuer
may, having given the appropriate notice and subject to such conditions as may be specified in
the Pricing Supplement, redeem all (but not, unless and to the extent that the Pricing
Supplement specifies otherwise, some only) of the Instruments of the relevant Series at their
call early redemption amount (the “Early Redemption Amount (Call)”) (which shall be their
Outstanding Principal Amount or, in the case of Instruments which are non-interest bearing,
their Amortised Face Amount (as defined in Condition 6.11) or such other redemption amount
as may be specified in, or determined in accordance with the provisions of, the Pricing
Supplement), together with accrued interest (if any) thereon on the date specified in such
notice.


The Issuer may not exercise such option in respect of any Instrument which is the subject of
the prior exercise by the Holder thereof of its option to require the redemption of such
Instrument under Condition 6.06.




– 61 –
6.04 The appropriate notice referred to in Condition 6.03 is a notice given by the Issuer to the
Holders of the Instruments of the relevant Series in accordance with Condition 14, which notice
shall be irrevocable and shall specify:


– the Series of Instruments subject to redemption;


– whether such Series is to be redeemed in whole or in part only and, if in part only, the
aggregate principal amount of and (except in the case of a Temporary Global Instrument
or Permanent Global Instrument) the serial numbers of the Instruments of the relevant
Series which are to be redeemed;


– the due date for such redemption, which shall be not less than thirty days nor more than
sixty days after the date on which such notice is given and which shall be such date or
the next of such dates (“Call Option Date(s)”) or a day falling within such period (“Call
Option Period”), as may be specified in the Pricing Supplement and which is, in the case
of Instruments which bear interest at a floating rate, a date upon which interest is payable;
and


– the Early Redemption Amount (Call) at which such Instruments are to be redeemed.


Partial Redemption


6.05 If the Instruments of a Series are to be redeemed in part only on any date in accordance with
Condition 6.03:


– in the case of Bearer Instruments (other than a Temporary Global Instrument or
Permanent Global Instrument), the Instruments to be redeemed shall be drawn by lot in
such European city as the Issue and Paying Agent may specify, or identified in such other
manner or in such other place as the Issue and Paying Agent may approve and deem
appropriate and fair; and


– in the case of a Temporary Global Instrument or a Permanent Global Instrument, the
Instruments to be redeemed shall be selected in accordance with the rules of the CMU
and/or Euroclear and/or Clearstream and/or any other relevant clearing system.


– in the case of Registered Instruments, the Instruments shall be redeemed (so far as may
be practicable) pro rata to their principal amounts, provided always that the amount
redeemed in respect of each Instrument shall be equal to the minimum denomination
thereof or an integral multiple thereof,


subject always to compliance with all applicable laws and the requirements of any stock
exchange on which the relevant Instruments may be listed.


In the case of the redemption of part only of a Registered Instrument, a new Registered
Instrument in respect of the unredeemed balance shall be issued in accordance with Conditions
2.04 to 2.10 which shall apply as in the case of a transfer of Registered Instruments as if such
new Registered Instrument were in respect of the untransferred balance.


– 62 –
Optional Early Redemption (Put)


6.06 If this Condition 6.06 is specified in the Pricing Supplement as being applicable, then the Issuer
shall, upon the exercise of the relevant option by the Holder of any Instrument of the relevant
Series, redeem such Instrument on the date specified in the relevant Put Notice (as defined
below) at its put early redemption amount (the “Early Redemption Amount (Put)”) (which
shall be its Outstanding Principal Amount or, if such Instrument is non-interest bearing, its
Amortised Face Amount (as defined in Condition 6.11) or such other redemption amount as
may be specified in, or determined in accordance with the provisions of, the Pricing
Supplement), together with accrued interest (if any) thereon. In order to exercise such option,
the Holder must, not less than forty-five days before the date on which such redemption is
required to be made as specified in the Put Notice (which date shall be such date or the next
of the dates (“Put Date(s)”) or a day falling within such period (“Put Period”) as may be
specified in the Pricing Supplement), deposit the relevant Instrument (together, in the case of
an interest-bearing Definitive Instrument in bearer form, with all unmatured Coupons
appertaining thereto other than any Coupon maturing on or before the date of redemption
(failing which the provisions of Condition 9A.06 apply)) during normal business hours at the
specified office of, in the case of a Bearer Instrument, any Paying Agent or, in the case of a
Registered Instrument, the Registrar together with a duly completed early redemption notice
(“Put Notice”) in the form which is available from the specified office of any of the Paying
Agents or, as the case may be, the Registrar specifying, in the case of a Temporary Global
Instrument or Permanent Global Instrument or Registered Instrument, the aggregate principal
amount in respect of which such option is exercised (which must be the minimum denomination
specified in the Pricing Supplement or an integral multiple thereof). No Instrument so
deposited and option exercised may be withdrawn (except as provided in the Issue and Paying
Agency Agreement).


In the case of the redemption of part only of a Registered Instrument, a new Registered
Instrument in respect of the unredeemed balance shall be issued in accordance with Conditions
2.04 to 2.10 which shall apply as in the case of a transfer of Registered Instruments as if such
new Registered Instrument were in respect of the untransferred balance.


The holder of an Instrument may not exercise such option in respect of any Instrument which
is the subject of an exercise by the Issuer of its option to redeem such Instrument under either
Condition 6.02 or 6.03.


Purchase of Instruments


6.07 The Issuer or the Guarantor or any of their subsidiaries may at any time purchase and resell
Instruments in the open market or otherwise and at any price provided that all unmatured
Receipts and Coupons appertaining thereto are purchased therewith. If purchases are made by
tender, tenders must be available to all Holders of Instruments alike.


Cancellation of Redeemed and Purchased Instruments


6.08 All unmatured Instruments and Coupons and unexchanged Talons redeemed or purchased,
otherwise than in the ordinary course of business of dealing in securities or as a nominee in
accordance with this Condition 6 will be cancelled forthwith and may not be reissued or resold.


– 63 –
Further Provisions applicable to Redemption Amount and Instalment Amounts


6.09 The provisions of Condition 5.08 and the last paragraph of Condition 5.09 shall apply to any
determination or calculation of the Redemption Amount or any Instalment Amount required by
the Pricing Supplement to be made by the Calculation Agent (as defined in Condition 5.10).


6.10 References herein to “Redemption Amount” shall mean, as appropriate, the Maturity
Redemption Amount, the final Instalment Amount, Early Redemption Amount (Tax), Early
Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount or
such other amount in the nature of a redemption amount as may be specified in, or determined
in accordance with the provisions of, the Pricing Supplement.


6.11 In the case of any Instrument which is non-interest bearing, the “Amortised Face Amount”
shall be an amount equal to the sum of:


(a) the Issue Price specified in the Pricing Supplement; and


(b) the product of the Amortisation Yield (compounded annually) being applied to the Issue
Price from (and including) the Issue Date specified in the Pricing Supplement to (but
excluding) the date fixed for redemption or (as the case may be) the date upon which such
Instrument becomes due and repayable.


Where such calculation is to be made for a period which is not a whole number of years, the
calculation in respect of the period of less than a full year shall be made on the basis of the Day
Count Fraction (as defined in Condition 5.12) specified in the Pricing Supplement for the
purposes of this Condition 6.11.


6.12 In the case of any Instrument which is non-interest bearing, if any Redemption Amount (other
than the Maturity Redemption Amount) is improperly withheld or refused or default is
otherwise made in the payment thereof, the Amortised Face Amount shall be calculated as
provided in Condition 6.11 but as if references in subparagraph (ii) to the date fixed for
redemption or the date upon which such Instrument becomes due and repayable were replaced
by references to the earlier of:


(a) the date on which, upon due presentation or surrender of the relevant Instrument (if
required), the relevant payment is made; and


(b) (except where presentation or surrender of the relevant Instrument is not required as a
precondition of payment), the seventh day after the date on which, the Issue and Paying
Agent or, as the case may be, the Registrar having received the funds required to make
such payment, notice is given to the Holders of the Instruments in accordance with
Condition 14 of that circumstance (except to the extent that there is a failure in the
subsequent payment thereof to the relevant Holder).




– 64 –
7. EVENTS OF DEFAULT

7.01 The following events or circumstances as modified by, and/or such other events as may be
specified in, the Pricing Supplement (each an “Event of Default”) shall be acceleration events
in relation to the Instruments of any Series, namely:

(a) Non-payment: default is made in the payment of any amount (including principal, interest
or other amounts) due in respect of the Instruments of the relevant Series or any of them
on the due date for payment thereof and such default continues for a period of ten days;
or

(b) Breach of other obligations: the Issuer or the Guarantor defaults in the performance or
observance of any of its other obligations under or in respect of the Instruments of the
relevant Series, the Issue and Paying Agency Agreement or the Guarantee which has an
adverse effect on the interests of the Holders of the Instruments and (except in any case
where such default is incapable of remedy when no such continuation or notice, as is
hereinafter mentioned, will be required) such default remains unremedied for sixty days
after written notice requiring such default to be remedied has been delivered to the Issuer
or the Guarantor at the specified office of the Issue and Paying Agent by the Holder of
any such Instrument; or

(c) Cross-default: (1) any Indebtedness having an aggregate amount in excess of
U.S.$30,000,000 (or the equivalent thereof in one or more other currencies) of the Issuer,
the Guarantor and/or one or more Material Subsidiaries is not paid when due or, as the
case may be, within any originally applicable grace period, (2) any Indebtedness having
an aggregate amount as aforesaid becomes due and payable prior to its stated maturity by
reason of an event of default, howsoever described, in relation to the Issuer, the Guarantor
and/or one or more Material Subsidiaries or (3) the Issuer, the Guarantor and/or one or
more Material Subsidiaries fails to pay when due any amount in excess of
U.S.$30,000,000 (or the equivalent thereof in one or more other currencies) payable by
it under any guarantee or indemnity; or

(d) Distress etc: a distress, attachment, execution, seizure before judgment or other legal
process is levied, enforced or sued out upon or against any of the material assets or
revenues of the Issuer, the Guarantor or any Material Subsidiary and is not discharged or
stayed within sixty days; or

(e) Security enforced: a secured party takes possession, or a receiver, manager or other
similar officer is appointed, of the whole or any material part of the undertaking, assets
and revenues of the Issuer or the Guarantor or any Material Subsidiary and such
possession or appointment is not discharged within sixty days; or

(f) Insolvency: (1) the Issuer, the Guarantor or any Material Subsidiary becomes insolvent or
is unable to pay its debts as they fall due, (2) a liquidator of the Issuer, the Guarantor or
any Material Subsidiary is appointed, (3) the Issuer, the Guarantor or any Material
Subsidiary takes any proceeding under any applicable law for a readjustment or
deferment of any of its obligations or makes a general assignment or an arrangement or
composition with or for the benefit of its creditors or declares a moratorium in respect of
any of its Indebtedness or any guarantee or indemnity given by it or (4) the Issuer, the
Guarantor or any Material Subsidiary ceases or threatens to cease to carry on all or any
substantial part of its business; or


– 65 –
(g) Winding up: an order is made or an effective resolution is passed for the winding up of
the Issuer, the Guarantor or any Material Subsidiary except for the purpose of and
followed by a reconstruction, amalgamation, reorganisation, merger or consolidation,
provided that if the Issuer, the Guarantor or any Material Subsidiary consolidates or
amalgamates with, or merges with or into, another entity or is otherwise subject to a
reconstruction or reorganisation which in each case involves the winding up of the Issuer,
the Guarantor or that Material Subsidiary (each a “Reorganisation Event”), such
Reorganisation Event shall constitute an Event of Default if (i) in the case of a
Reorganisation Event involving the Issuer or the Guarantor, the creditworthiness of the
resulting or surviving entity is materially weaker than that of the Issuer or, as the case
may be, of the Guarantor prior to the occurrence of such event or (ii) in the case of a
Reorganisation Event involving a Material Subsidiary, the creditworthiness of the
Guarantor and its subsidiaries as a whole is materially weaker than that prior to the
occurrence of such event; or

(h) Analogous event: any event occurs which under the laws of the Cayman Islands or Hong
Kong has an analogous effect to any of the events referred to in paragraphs (d) to (g)
above; or

(i) Controlling shareholder: the Issuer ceases to be a Subsidiary of the Guarantor. In these
Conditions:

(A) “Indebtedness” means any obligation (whether present or future, actual or
contingent) for the payment or repayment of money which has been borrowed or
raised (including money raised by way of acceptances or leasing or for the deferred
purchase price of goods or services) excluding any Project Finance Indebtedness;

(B) “Person” means any individual, company, corporation, firm, partnership, joint
venture, association, organisation, state, agency of a state or other entity, whether
or not having a separate legal personality; and

(C) “Project Subsidiary” means any Subsidiary of the Issuer or the Guarantor:

(a) which is a single purpose company whose principal assets and activities are
constituted by, or relate to, a project;

(b) none of whose monetary obligations in respect of the project is subject to any
recourse whatsoever in respect thereof to the Issuer or the Guarantor or any of
its other Subsidiaries (other than another Project Subsidiary), except (i) in
connection with an enforcement of an encumbrance given by the Issuer or the
Guarantor or any of its other Subsidiaries over the Issuer’s or the Guarantor’s
or such other Subsidiary’s shares or the like in the capital of such single
purpose company or (ii) as expressly referred to in paragraph (c) of the
definition of Project Finance Indebtedness; and

(c) which has been designated as such by the Issuer or the Guarantor by written
notice to the Issue and Paying Agent, provided that the Issuer or the Guarantor
may give written notice to the Issue and Paying Agent at any time that any
Project Subsidiary is no longer a Project Subsidiary, whereupon it shall cease
to be a Project Subsidiary.


– 66 –
(D) “Project Finance Indebtedness” means any indebtedness (not being indebtedness
incurred by the Issuer or Guarantor) to provide finance for, or in relation to, a
project in respect of which the person or persons to whom any such indebtedness is
or may be owed by the relevant person (the “borrower”) has or have no recourse
whatsoever to the Issuer or the Guarantor or any other Subsidiary (other than a
Project Subsidiary) for the repayment thereof other than, if such borrower is not a
Project Subsidiary:


(a) recourse to the borrower for amounts limited to cash flow or net cash flow
from such project; and/or


(b) recourse to the borrower for the purpose only of enabling amounts to be
claimed in respect of such indebtedness in an enforcement of any
encumbrance given by such borrower over any asset comprised in a project or
the income, cash flow or other proceeds deriving from the project (or given by
any shareholder or the like in the borrower over its shares or the like in the
capital of the borrower) to secure such indebtedness. Provided that (i) the
extent of such recourse to such borrower is limited solely to the amount of any
recoveries made on any such enforcement, and (ii) such person or persons are
not entitled, by virtue of any right or claim arising out of or in connection with
such indebtedness, to commence proceedings for the winding-up or
dissolution of the borrower or to appoint or procure the appointment of any
receiver, trustee or similar person or officer in respect of the borrower or any
of its assets (save for the assets the subject of such encumbrance); and/or


(c) recourse to such borrower generally, or directly or indirectly to the Issuer or
the Guarantor or any other Subsidiary, under any form of assurance,
undertaking or support, which recourse is limited to a claim for damages
(other than liquidated damages and damages required to be calculated in a
specified way) for breach of any obligation (not being a payment obligation or
any obligation to procure payment by another or any indemnity in respect
thereof or an obligation to comply or to procure compliance by another with
any financial ratios or other tests of financial condition) by the person against
whom such recourse is available.


7.02 If any Event of Default shall occur in relation to any Series of Instruments, any Holder of an
Instrument of the relevant Series may, by written notice to the Issuer, at the specified office of
the Issue and Paying Agent, declare that such Instrument and (if the Instrument is
interest-bearing) all interest then accrued on such Instrument shall be forthwith due and
payable, whereupon the same shall become immediately due and payable at its early
termination amount (the “Early Termination Amount”) (which shall be its Outstanding
Principal Amount or, if such Instrument is non-interest bearing, its Amortised Face Amount (as
defined in Condition 6.11) or such other redemption amount as may be specified in, or
determined in accordance with the provisions of, the Pricing Supplement), together with all
interest (if any) accrued thereon without presentment, demand, protest or other notice of any
kind, all of which the Issuer will expressly waive, anything contained in such Instruments to
the contrary notwithstanding, unless, prior thereto, all Events of Default in respect of the
Instruments of the relevant Series shall have been cured.


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8. TAXATION


8.01 All amounts payable (whether in respect of principal, interest or otherwise) in respect of the
Instruments or under the Guarantee will be made free and clear of and without withholding or
deduction for or on account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Hong Kong or, as the case may
be, the Cayman Islands or, in any such case, any political subdivision thereof or any authority
or agency therein or thereof having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required by the laws of the aforesaid
jurisdictions. In that event, the Issuer or, as the case may be, the Guarantor will pay such
additional amounts as may be necessary in order that the net amounts receivable by the Holder
after such withholding or deduction shall equal the respective amounts which would have been
receivable by such Holder in the absence of such withholding or deduction; except that no such
additional amounts shall be payable in relation to any payment in respect of any Instrument,
Receipt or Coupon:


(a) to, or to a third party on behalf of, a person who is liable to such taxes, duties,
assessments or governmental charges in respect of such Instrument, Receipt or Coupon
by reason of his having some connection with Hong Kong or, as the case may be, the
Cayman Islands other than (a) the mere holding of such Instrument, Receipt or Coupon
or (b) the receipt of principal, interest or other amount in respect of such Instrument,
Receipt or Coupon; or


(b) presented for payment by or on behalf of, a Holder who is legally entitled and competent
to avoid such taxes, duties, assessments or government charges in respect of such
Instrument, Receipt or Coupon by making a declaration of non-residence or other similar
claim for exemption to the appropriate fiscal authority but who fails to do so; or


(c) presented for payment more than thirty days after the Relevant Date (as defined below),
except to the extent that the relevant Holder would have been entitled to such additional
amounts on presenting the same for payment on or before the expiry of such period of
thirty days.


8.02 For the purposes of these Terms and Conditions, the “Relevant Date” means, in respect of any
payment, the date on which such payment first becomes due and payable, but if the full amount
of the moneys payable has not been received by the Issue and Paying Agent, or as the case may
be, the Registrar on or prior to such due date, it means the first date on which, the full amount
of such moneys having been so received and being available for payment to Holders, notice to
that effect shall have been duly given to the Holders of the Instruments of the relevant Series
in accordance with Condition 14.


8.03 If the Issuer or the Guarantor becomes subject generally at any time to any taxing jurisdiction
other than or in addition to Hong Kong or, as the case may be, the Cayman Islands references
in Condition 6.02 and Condition 8.01 to Hong Kong or, as the case may be, the Cayman Islands
shall be read and construed as references to Hong Kong or, as the case may be, the Cayman
Islands and/or to such other jurisdiction(s).




– 68 –
8.04 Any reference in these Terms and Conditions to “principal” and/or “interest” in respect of the
Instruments shall be deemed also to refer to any additional amounts which may be payable
under this Condition 8. Unless the context otherwise requires, any reference in these Terms and
Conditions to “principal” shall include any premium payable in respect of an Instrument, any
Instalment Amount or Redemption Amount and any other amounts in the nature of principal
payable pursuant to these Terms and Conditions and “interest” shall include all amounts
payable pursuant to Condition 5 and any other amounts in the nature of interest payable
pursuant to these Terms and Conditions.

9. PAYMENTS

9A Payments – Bearer Instruments

9A.01 This Condition 9A is applicable in relation to Instruments in bearer form.

9A.02 Payment of amounts (other than interest) due in respect of Bearer Instruments will be
made against presentation and (save in the case of partial payment or payment of an
Instalment Amount (other than the final Instalment Amount)) surrender of the relevant
Bearer Instruments at the specified office of any of the Paying Agents.

Payment of Instalment Amounts (other than the final Instalment Amount) in respect of an
Instalment Instrument which is a Definitive Instrument with Receipts will be made
against presentation of the Instrument together with (where applicable) the relevant
Receipt and surrender of such Receipt.

The Receipts are not and shall not in any circumstances be deemed to be documents of
title and if separated from the Instrument to which they relate will not represent any
obligation of the Issuer. Accordingly, the presentation of an Instrument without the
relative Receipt or the presentation of a Receipt without the Instrument to which it
appertains shall not entitle the Holder to any payment in respect of the relevant Instalment
Amount.

9A.03 Payment of amounts in respect of interest on Bearer Instruments will be made:

(a) in the case of a Temporary Global Instrument or Permanent Global Instrument,
against presentation of the relevant Temporary Global Instrument or Permanent
Global Instrument at the specified office of any of the Paying Agents outside (unless
Condition 9A.04 applies) the United States and, in the case of a Temporary Global
Instrument, upon due certification as required therein;

(b) in the case of Definitive Instruments without Coupons attached thereto at the time
of their initial delivery, against presentation of the relevant Definitive Instruments
at the specified office of any of the Paying Agents outside (unless Condition 9A.04
applies) the United States; and

(c) in the case of Definitive Instruments delivered with Coupons attached thereto at the
time of their initial delivery, against surrender of the relevant Coupons or, in the
case of interest due otherwise than on a scheduled date for the payment of interest,
against presentation of the relevant Definitive Instruments, in either case at the
specified office of any of the Paying Agents outside (unless Condition 9A.04
applies) the United States.


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9A.04 Payments of amounts due in respect of interest on the Bearer Instruments and exchanges
of Talons for Coupon sheets in accordance with Condition 9A.07 will not be made at the
specified office of any Paying Agent in the United States (as defined in the United States
Internal Revenue Code and Regulations thereunder) unless (a) payment in full of amounts
due in respect of interest on such Instruments when due or, as the case may be, the
exchange of Talons at all the specified offices of the Paying Agents outside the United
States is illegal or effectively precluded by exchange controls or other similar restrictions
and (b) such payment or exchange is permitted by applicable United States law. If
paragraphs (a) and (b) of the previous sentence apply, the Issuer and the Guarantor shall
forthwith appoint a further Paying Agent with a specified office in New York City.

9A.05 If the due date for payment of any amount due in respect of any Instrument is not a
Relevant Financial Centre Day and a Local Banking Day (each as defined in Condition
9C.03), then the Holder thereof will not be entitled to payment thereof until the next day
which is such a day, (or as otherwise specified in the Pricing Supplement) and from such
day and thereafter will be entitled to payment by transfer to a designated account on any
day which is a Local Banking Day, a Relevant Financial Centre Day and a day on which
commercial banks and foreign exchange markets settle payments in the relevant currency
in the place where the relevant designated account is located and no further payment on
account of interest or otherwise shall be due in respect of such delay or adjustment unless
there is a subsequent failure to pay in accordance with these Terms and Conditions in
which event interest shall continue to accrue as provided in Condition 5.07 or, if
appropriate, Condition 5.12.

9A.06 Each Definitive Instrument initially delivered with Coupons, Talons or Receipts attached
thereto should be presented and, save in the case of partial payment of the Redemption
Amount, surrendered for final redemption together with all unmatured Receipts, Coupons
and Talons relating thereto, failing which:

(a) if the Pricing Supplement specifies that this paragraph (a) of Condition 9A.06 is
applicable (and, in the absence of specification, this paragraph (a) shall apply to
Definitive Instruments which bear interest at a fixed rate or rates or in fixed
amounts) and subject as hereinafter provided, the amount of any missing unmatured
Coupons (or, in the case of a payment not being made in full, that portion of the
amount of such missing Coupon which the Redemption Amount paid bears to the
total Redemption Amount due) (excluding, for this purpose, but without prejudice
to paragraph (iii) below, Talons) will be deducted from the amount otherwise
payable on such final redemption, the amount so deducted being payable against
surrender of the relevant Coupon at the specified office of any of the Paying Agents
at any time within ten years of the Relevant Date applicable to payment of such
Redemption Amount;

(b) if the Pricing Supplement specifies that this paragraph (b) of Condition 9A.06 is
applicable (and, in the absence of specification, this paragraph (b) shall apply to
Instruments which bear interest at a floating rate or rates or in variable amounts) all
unmatured Coupons (excluding, for this purpose, but without prejudice to paragraph
(c) below, Talons) relating to such Definitive Instruments (whether or not
surrendered therewith) shall become void and no payment shall be made thereafter
in respect of them;

(c) in the case of Definitive Instruments initially delivered with Talons attached thereto,
all unmatured Talons (whether or not surrendered therewith) shall become void and
no exchange for Coupons shall be made thereafter in respect of them; and


– 70 –
(d) in the case of Definitive Instruments initially delivered with Receipts attached
thereto, all Receipts relating to such Instruments in respect of a payment of an
Instalment Amount which (but for such redemption) would have fallen due on a date
after such due date for redemption (whether or not surrendered therewith) shall
become void and no payment shall be made thereafter in respect of them.

The provisions of paragraph (a) of this Condition 9A.06 notwithstanding, if any
Definitive Instruments should be issued with a maturity date and an Interest Rate or Rates
such that, on the presentation for payment of any such Definitive Instrument without any
unmatured Coupons attached thereto or surrendered therewith, the amount required by
paragraph (i) to be deducted would be greater than the Redemption Amount otherwise due
for payment, then, upon the due date for redemption of any such Definitive Instrument,
such unmatured Coupons (whether or not attached) shall become void (and no payment
shall be made in respect thereof) as shall be required so that, upon application of the
provisions of paragraph (i) in respect of such Coupons as have not so become void, the
amount required by paragraph (i) to be deducted would not be greater than the
Redemption Amount otherwise due for payment. Where the application of the foregoing
sentence requires some but not all of the unmatured Coupons relating to a Definitive
Instrument to become void, the relevant Paying Agent shall determine which unmatured
Coupons are to become void, and shall select for such purpose Coupons maturing on later
dates in preference to Coupons maturing on earlier dates.

9A.07 In relation to Definitive Instruments initially delivered with Talons attached thereto, on
or after the due date for the payment of interest on which the final Coupon comprised in
any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered
at the specified office of any Paying Agent outside (unless Condition 9A.04 applies) the
United States in exchange for a further Coupon sheet (including any appropriate further
Talon), subject to the provisions of Condition 10 below. Each Talon shall, for the purpose
of these Conditions, be deemed to mature on the Interest Payment Date on which the final
Coupon comprised in the relative Coupon sheet matures.

9B Payments – Registered Instruments

9B.01 This Condition 9B is applicable in relation to Instruments in registered form.

9B.02 Payment of the Redemption Amount (together with accrued interest) due in respect of
Registered Instruments will be made against presentation and, save in the case of partial
payment of the Redemption Amount, surrender of the relevant Registered Instruments at
the specified office of the Registrar. If the due date for payment of the Redemption
Amount of any Registered Instrument is not a Relevant Financial Centre Day (as defined
in Condition 9C.03), then the Holder thereof will not be entitled to payment thereof until
the next day which is such a day, and from such day and thereafter will be entitled to
payment by transfer to a designated account (which, in the case of payment in Renminbi,
means a Renminbi account maintained with a bank in Hong Kong designated by the
payee) on any day which is a Local Banking Day, a Relevant Financial Centre Day and
a day on which commercial banks and foreign exchange markets settle payments in the
relevant currency in the place where the relevant designated account is located and no
further payment on account of interest or otherwise shall be due in respect of such
postponed payment unless there is a subsequent failure to pay in accordance with these
Terms and Conditions in which event interest shall continue to accrue as provided in
Condition 5.07 or, as appropriate, Condition 5.12.


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9B.03 Payment of amounts (whether principal, interest or otherwise) due (other than the
Redemption Amount) in respect of Registered Instruments will be paid to the Holder
thereof (or, in the case of joint Holders, the first-named) as appearing in the register kept
by the Registrar (i) where in global form, at the close of the business day (being for this
purpose a day on which the CMU, Euroclear, Clearstream and DTC are open for business)
before the due date for such payment, and (ii) where in definitive form, as at opening of
business (local time in the place of the specified office of the Registrar) on the fifth day
(being a day on which commercial banks in Hong Kong are generally open for business
and settlement of Renminbi payments in Hong Kong) (in the case of Renminbi) or the
fifteenth Relevant Banking Day (as defined in Condition 2.06) (in the case of a currency
other than Renminbi) before the due date for such payment (the “Record Date”).

9B.04 Notwithstanding the provisions of Condition 9C.02, payment of amounts (whether
principal, interest or otherwise) due (other than the Redemption Amount) in respect of
Registered Instruments (in the case of a currency other than Renminbi) will be made in
the currency in which such amount is due by payment to be made to a designated account
denominated in the relevant currency in which case payment shall be made on the
relevant due date for payment by transfer to such account. Payment of amounts (whether
principal, interest or otherwise) due (other than the Redemption Amount) in Renminbi
will be made in Renminbi on the relevant due date for payment by transfer to a Renminbi
account maintained with a bank in Hong Kong designated by the payee.

In the case of payment by transfer to an account, if the due date for any such payment is
not a Relevant Financial Centre Day, then the Holder thereof will not be entitled to
payment thereof until the first day thereafter which is a Relevant Financial Centre Day
and a day on which commercial banks and foreign exchange markets settle payments in
the relevant currency in the place where the relevant designated account is located and no
further payment on account of interest or otherwise shall be due in respect of such
postponed payment unless there is a subsequent failure to pay in accordance with these
Terms and Conditions in which event interest shall continue to accrue as provided in
Condition 5.07 or, as appropriate, Condition 5.12.

9C Payments – General Provisions

9C.01 Save as otherwise specified in these Terms and Conditions, this Condition 9C is
applicable in relation to Instruments whether in bearer or in registered form.

9C.02 Payments of amounts (other than amounts in Renminbi) due (whether principal, interest
or otherwise) in respect of Instruments will be made in the currency in which such amount
is due by transfer to an account denominated in the relevant currency specified by the
payee. Payments of amounts due in Renminbi (whether principal interest or otherwise)
will be made in Renminbi by transfer to a Renminbi account maintained with a bank in
Hong Kong specified by the payee. Payments will, without prejudice to the provisions of
Condition 8, be subject in all cases (i) to any applicable fiscal or other laws and
regulations in the place of payment or other laws and regulations to which the Issuer, the
Guarantor or their Agents are subject and (ii) any withholding or deduction required
pursuant to an agreement described in Section 147 1(b) of the U.S. Internal Revenue Code
of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of
the Code, any regulations or agreements thereunder, any official interpretations thereof,
or any law implementing an intergovernmental approach thereto.


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9C.03 For the purposes of these Terms and Conditions:

(a) “Relevant Financial Centre Day” means (i) in the case of any currency other than
euro and Renminbi, a day on which commercial banks and foreign exchange
markets settle payments in the Relevant Financial Centre and in any other Relevant
Financial Centre specified in the Pricing Supplement; (ii) in the case of euro, a day
on which T2 (as defined in Condition 9D) is operating and (iii) in the case of
Renminbi, a day on which commercial banks in Hong Kong are generally open for
business and settlement of Renminbi payments in Hong Kong; and

(b) “Local Banking Day” means a day (other than a Saturday or Sunday) on which
commercial banks are open for business (including dealings in foreign exchange and
foreign currency deposits) in the place of presentation of the relevant Instrument or,
as the case may be, Coupon.

9C.04 No commissions or expenses shall be charged to the holders of Instruments or Coupons
in respect of such payments.

9D Payments – Redenomination, Renominalisation and Reconventioning in respect of the
euro

Where any of Redenomination, Renominalisation or Reconventioning is specified in the
relevant Pricing Supplement as being applicable in relation to Instruments denominated in a
Relevant Currency:

(a) the Issuer may, without the consent of the Holders of the Instruments or the Coupons, on
giving not less than 30 days’ prior notice (a “Redenomination Notice”) to the Holders
of the Instruments (by publication in accordance with Condition 14), the CMU, Euroclear,
Clearstream or any other relevant clearing system (as the case may be), the Guarantor, the
Paying Agents and the Registrar (in the case of Registered Instruments), with effect from
(and including) the Redenomination Date, elect that the aggregate principal amount of
each Holder’s holding of Instruments (represented by his interest in the Global
Instrument) shall be redenominated into euro with an aggregate principal amount equal
to their aggregate principal amount in the Relevant Currency and the amount of such
payment shall be rounded to the nearest euro 0.01. The rate for the conversion of the
Relevant Currency into euro shall be the rate established by the Council of the European
Union pursuant to relevant EMU Legislation (including compliance with rules relating to
rounding in accordance with applicable European Community regulations).

For the purposes of these Conditions:

(i) “EMU Legislation” means any legislative measures of the European Council for
the introduction of, changeover to or operation of the euro other than Council
Regulation (EC) No 974/98 (the “Article 109L (4) Regulation”).

(ii) “euro” means the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty.

(iii) “Participating Member State” means a member state of the European
Communities who adopts the euro as its lawful currency in accordance with the
Treaty and EMU Legislation.


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(iv) “Treaty” means the Treaty of Rome of 25 March 1957, as amended by the Single
European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on
7 February 1992 and came into force on 1 November 1993).

(v) “Redenomination Date” means any Interest Payment Date falling on or after the
date on which the relevant member state becomes a Participating Member State as
specified in the Redenomination Notice.

(vi) “Relevant Currency” means the currency of denomination of the Instruments
shown on such Instruments and which is specified in the Pricing Supplement being
the currency of a member state who at the date of issue of the Instruments was not
a Participating Member State.

On or after the Redenomination Date, notwithstanding the other provisions of the
Conditions, all payments in respect of the Instruments will be made solely in euro,
including payments of interest in respect of a period before the Redenomination Date.
Payments will be made in euro by credit or transfer to a euro account (or any other
account to which euro may be credited or transferred) specified by the payee. Neither the
Issuer, the Guarantor nor any Paying Agent shall be liable to any holder of Instruments
or other person for any commissions, costs, losses or expenses in relation to or resulting
from the credit or transfer of euro or any currency conversion or rounding effected in
connection therewith;

(b) provided that the Instruments are in Global form, the Issuer may, without the consent of
the Holders of the Instruments or the Coupons, on giving at least 30 days’ prior notice to
the Holders of the Instruments (by publication in accordance with Condition 14), the
CMU, Euroclear, Clearstream or any other relevant clearing system (as the case may be),
the Guarantor, the Paying Agents, with effect from the Redenomination Date or such later
date as it may specify in that notice, procure that the denomination of the Instruments
shall be euro 0.01 and integral multiples thereof;

(c) the Issuer may, without the consent of the Holders of the Instruments or the Coupons, on
giving at least 30 days’ prior notice to the Holders of the Instruments (by publication in
accordance with Condition 14), the CMU, Euroclear, Clearstream or any other relevant
clearing system (as the case may be), the Guarantor, the Paying Agents and in the case
of Registered Instruments, the Registrar, with effect from the Redenomination Date or
such later Interest Payment Date as it may specify in that notice, elect the conventions
then applicable in respect of the Instruments denominated in euro. In particular, the Issuer
may procure that the definition of “Business Day” and “Relevant Financial Centre” in
Condition 5.12 shall be amended so as to be a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer System or any successor or
replacement for that system (“T2”) is operating, and that, if interest is required to be
calculated for a period of less than one year, it will be calculated on the basis of the actual
number of days elapsed divided by 365 (or, if any of the days elapsed fall in a leap year,
the sum of (A) the number of those days falling in a leap year divided by 366 and (B) the
number of those days falling in a non-leap year divided by 365).

10. PRESCRIPTION

10.01 Claims against the Issuer for payment of principal and interest in respect of Instruments will
be prescribed and become void unless made, in the case of principal, within ten years or, in the
case of interest, five years after the Relevant Date (as defined in Condition 8.02) for payment
thereof.


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10.02 In relation to Definitive Instruments initially delivered with Talons attached thereto, there shall
not be included in any Coupon sheet issued upon exchange of a Talon any Coupon which would
be void upon issue pursuant to Condition 9A.06 or the due date for the payment of which would
fall after the due date for the redemption of the relevant Instrument or which would be void
pursuant to this Condition 10 or any Talon the maturity date of which would fall after the due
date for redemption of the relevant Instrument.


11. THE PAYING AGENTS, THE REGISTRARS AND THE CALCULATION AGENT


11.01 The initial Paying Agents and Registrars and their respective initial specified offices are
specified below. The Calculation Agent in respect of any Instruments shall be specified in the
Pricing Supplement. The Issuer and the Guarantor reserves the right at any time to vary or
terminate the appointment of any Paying Agent (including the Issue and Paying Agent) or the
Registrar or the Calculation Agent and to appoint additional or other Paying Agents or another
Registrar or another Calculation Agent provided that they will at all times maintain (i) an Issue
and Paying Agent, (ii) in the case of Registered Instruments, a Registrar (iii) a Paying Agent
(which may be the Issue and Paying Agent) with a specified office in a continental European
city, (iv) so long as the Instruments are listed on any stock exchange, a Paying Agent (which
may be the Issue and Paying Agent) with a specified office in such place as may be required
by the rules and regulations of the relevant stock exchange (or any other relevant authority),
(v) in the circumstances described in Condition 9A.04, a Paying Agent with a specified office
in New York City, (vi) a Calculation Agent where required by the Terms and Conditions
applicable to any Instruments (in the case of (i), (ii), (iii) and (vi) with a specified office
located in such place (if any) as may be required by the Terms and Conditions). The Paying
Agents, the Registrar and the Calculation Agent reserve the right at any time to change their
respective specified offices to some other specified office in the same city. Notice of all
changes in the identities or specified offices of any Paying Agent, the Registrar or the
Calculation Agent will be given promptly by the Issuer and the Guarantor to the Holders in
accordance with Condition 14.


11.02 The Hongkong and Shanghai Banking Corporation Limited may be appointed as Calculation
Agent in respect of any series of Instruments if it expressly agrees in writing with the Issuer
to act as such for such series. The Hongkong and Shanghai Banking Corporation Limited shall
be provided with the Pricing Supplement (in draft or final form) for each series of Instruments
which the Issuer proposes to issue no later than five Business Days before the Issue Date and
the same may be accompanied by a request in writing for The Hongkong and Shanghai Banking
Corporation Limited to act as Calculation Agent. If it agrees to accept such appointment, The
Hongkong and Shanghai Banking Corporation Limited shall notify in writing the Issuer no later
than three Business Days after receipt of the documents mentioned above. If no such
notification is received by the Issuer then The Hongkong and Shanghai Banking Corporation
Limited will be deemed to have declined to act as Calculation Agent for that series of
Instruments. The Hongkong and Shanghai Banking Corporation Limited shall have no duty to
verify the calculations performed or to be performed by any other Calculation Agent in respect
of such series of Instruments and shall have no responsibility or liability for any loss arising
from any failure or delay on the part of any other Calculation Agent in making such
calculations for which such other Calculation Agent is responsible.




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11.03 The Paying Agents, the Registrar and the Calculation Agent act solely as agents of the Issuer
and the Guarantor and, save as provided in the Issue and Paying Agency Agreement or any
other agreement entered into with respect to its appointment, do not assume any obligations
towards or relationship of agency or trust for any Holder of any Instrument, Receipt or Coupon
and each of them shall only be responsible for the performance of the duties and obligations
expressly imposed upon it in the Issue and Paying Agency Agreement or other agreement
entered into with respect to its appointment or incidental thereto.

12. REPLACEMENT OF INSTRUMENTS

If any Instrument, Receipt or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Issue and Paying Agent or such Paying Agent or Paying Agents
as may be specified for such purpose in the Pricing Supplement (in the case of Bearer Instruments
and Coupons) or of the Registrar (in the case of Registered Instruments) (“Replacement Agent”),
subject to all applicable laws and the requirements of any stock exchange on which the Instruments
are listed, upon payment by the claimant of all expenses incurred in connection with such
replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer and
the Guarantor and the Replacement Agent may require. Mutilated or defaced Instruments, Receipts
and Coupons must be surrendered before replacements will be delivered therefor.

13. MEETINGS OF HOLDERS AND MODIFICATION

The Issue and Paying Agency Agreement contains provisions (which shall have effect as if
incorporated herein) for convening meetings of the Holders of Instruments of any Series to consider
any matter affecting their interest, including (without limitation) the modification by Extraordinary
Resolution (as defined in the Issue and Paying Agency Agreement) of these Terms and Conditions,
the Deed of Covenant and the Guarantee insofar as the same may apply to such Instruments. An
Extraordinary Resolution passed at any meeting of the Holders of Instruments of any Series will be
binding on all Holders of the Instruments of such Series, whether or not they are present at the
meeting, and on all Holders of Coupons relating to Instruments of such Series.

The Issuer or the Guarantor may, with the consent of the Issue and Paying Agent, but without the
consent of the Holders of the Instruments of any Series or Coupons, amend these Terms and
Conditions and the Deed of Covenant, the Guarantee insofar as they may apply to such Instruments
to correct a manifest error. Subject as aforesaid, no other modification may be made to these Terms
and Conditions or the Deed of Covenant and the Guarantee except with the sanction of an
Extraordinary Resolution.

14. NOTICES

To Holders of Bearer Instruments

14.01 Notices to Holders of Bearer Instruments will, save where another means of effective
communication has been specified herein or in the Pricing Supplement, be deemed to be validly
given if published in a leading daily newspaper having general circulation in Hong Kong
(which is expected to be the South China Morning Post) or, if such publication is not
practicable, in a leading English language daily newspaper having general circulation in Asia.
The Issuer shall also ensure that notices are duly published in compliance with the
requirements of each stock exchange on which the Instruments are listed. Any notice so given
will be deemed to have been validly given on the date of publication (or, if published more than
once or on different dates, on the date of the first publication), or, as the case may be, on the
date of such delivery to Euroclear and Clearstream and/or such other clearing system or the
persons shown in the “CMU Issue Position Report”. Holders of Coupons will be deemed for


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all purposes to have notice of the contents of any notice given to Holders of Bearer Instruments
in accordance with this Condition. A copy of each notice given pursuant to this Condition will
in any event be delivered to the CMU, Euroclear, Clearstream and/or any other relevant
clearing system.

To Holders of Registered Instruments

14.02 Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first
class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the
case of joint Holders, to the first-named in the register kept by the Registrar) at their respective
addresses as recorded in the register kept by the Registrar, and will be deemed to have been
validly given on the second weekday after the date of such mailing or, if posted from another
country, on the fifth such day.

So long as the Instruments are represented by a Temporary or Permanent Global Instrument or
Registered Global Instrument and such Global Instrument is held on behalf of Euroclear,
Clearstream, the CMU, DTC and/or other relevant clearing system, notices to holders of Instruments
shall be given by delivery of the relevant notice to Euroclear, Clearstream, the CMU, DTC and/or
the other relevant clearing system, as the case may be, for communication by it to entitled
accountholders in substitution for notification as required by the Conditions. Any such notice shall
be deemed to have been given to the holders of the Instruments on the day on which the said notice
was given to Euroclear, Clearstream, the CMU and/or the alternative clearing system, as the case
may be.

15. FURTHER ISSUES

The Issuer may from time to time, without the consent of the Holders of any Instruments or Coupons,
create and issue further instruments, bonds or debentures having the same terms and conditions as
such Instruments in all respects (or in all respects except for the first payment of interest, if any, on
them and/or the denomination thereof) so as to form a single series with the Instruments of any
particular Series and references in these Conditions to Instruments shall be construed accordingly.

16. CURRENCY INDEMNITY

The currency in which the Instruments are denominated or, if different, payable, as specified in the
Pricing Supplement (the “Contractual Currency”), is the sole currency of account and payment for
all sums payable by the Issuer in respect of the Instruments, including damages. Any amount
received or recovered in a currency other than the Contractual Currency (whether as a result of, or
of the enforcement of, a judgment or order of a court of any jurisdiction or otherwise) by any Holder
of an Instrument or Coupon in respect of any sum expressed to be due to it from the Issuer shall only
constitute a discharge to the Issuer to the extent of the amount in the Contractual Currency which
such Holder is able to purchase with the amount so received or recovered in that other currency on
the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on
the first date on which it is practicable to do so). If that amount is less than the amount in the
Contractual Currency expressed to be due to any Holder of an Instrument or Coupon in respect of
such Instrument or Coupon the Issuer shall indemnify such Holder against any loss sustained by such
Holder as a result. In any event, the Issuer shall indemnify each such Holder against any cost of
making such purchase which is reasonably incurred. These indemnities constitute a separate and
independent obligation from the Issuer’s other obligations, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted by any Holder of an
Instrument or Coupon and shall continue in full force and effect despite any judgment, order, claim
or proof for a liquidated amount in respect of any sum due in respect of the Instruments or any
judgment or order. Any such loss aforesaid shall be deemed to constitute a loss suffered by the
relevant Holder of an Instrument or Coupon and no proof or evidence of any actual loss will be
required by the Issuer.


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17. WAIVER AND REMEDIES

No failure to exercise, and no delay in exercising, on the part of the Holder of any Instrument, any
right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or future exercise thereof or the exercise of any other right. Rights hereunder shall
be in addition to all other rights provided by law. No notice or demand given in any case shall
constitute a waiver of rights to take other action in the same, similar or other instances without such
notice or demand.

18. LAW AND JURISDICTION

18.01 The Instruments, the Issue and Paying Agency Agreement, the Deed of Covenant, the
Guarantee, all matters arising from or connected with the Instruments and any non-contractual
obligations arising out of or in connection with any of the foregoing are governed by, and shall
be construed in accordance with, English law.

18.02 The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”), arising
from or connected with the Instruments (including a dispute relating to any non-contractual
obligations arising out of or in connection with any of the foregoing).

18.03 The Issuer and the Guarantor have agreed that the courts of England are the most appropriate
and convenient courts to settle any Dispute and, accordingly, that it will not argue to the
contrary.

18.04 Condition 18.02 is for the benefit of the Holders of the Instruments only. As a result, nothing
in this Condition 18 prevents any Holder of an Instrument from taking proceedings relating to
a Dispute (“Proceedings”) in any other courts with jurisdiction. To the extent allowed by law,
Holders of the Instruments may take concurrent Proceedings in any number of jurisdictions.

18.05 The Issuer agrees and the Guarantor has irrevocably agreed in the Guarantee, that the process
by which any Proceedings in England are begun may be served on it by being delivered to Law
Debenture Corporate Services Limited at 8th Floor, 100 Bishopsgate, London, EC2N 4AG or
if different, its registered office for the time being or any address of the Issuer or the Guarantor,
as the case may be, in Great Britain at which process may be served on it in accordance with
Part XXIII of the Companies Act 1985 (as modified or re-enacted from time to time). If any
such person is not or ceases to be effectively appointed to accept service of process of process
on behalf of either or both of the Issuer or the Guarantor, the Issuer or, as the case may be, the
Guarantor shall forthwith appoint a further person in England to accept service of process on
its behalf in England and notify the name and address of such person to the Issue and Paying
Agent and, failing such appointment and notification within fifteen days, any Holder of an
Instrument shall be entitled to appoint such a person by written notice addressed to the Issuer
or, as the case may be, the Guarantor and delivered to the Issuer or, as the case may be, the
Guarantor or to the specified office of the Issue and Paying Agent. Nothing contained herein
shall affect the right of any Holder of an Instrument to serve process in any other manner
permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

19. RIGHT OF THIRD PARTIES

No person shall have any right to enforce any term or condition of the Instruments under the
Contracts (Rights of Third Parties) Act 1999.


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PROVISIONS RELATING TO THE INSTRUMENTS
WHILST IN GLOBAL FORM

(A) RELATIONSHIP OF ACCOUNTHOLDERS WITH CLEARING SYSTEMS


Each of the persons shown in the records of the CMU, Euroclear, Clearstream, DTC or any other
clearing system as the holder of an Instrument represented by a Global Instrument (which expression
includes a Temporary Global Instrument, a Permanent Global Instrument and a Global Registered
Instrument) must look solely to the CMU, Euroclear, Clearstream, DTC or such other clearing system (as
the case may be) for such person’s share of each payment made by the Issuer or, as the case may be, the
Guarantor to the bearer of such Global Instrument or (as the case may be) the registered holder of such
Global Registered Instrument, and in relation to all other rights arising under the Global Instruments,
subject to and in accordance with the respective rules and procedures of the CMU, Euroclear, Clearstream,
DTC or such clearing system (as the case may be). Such persons shall have no claim directly against the
Issuer or the Guarantor in respect of payments due on the Instruments for so long as the Instruments are
represented by such Global Instrument or Global Registered Instrument and such obligations of the Issuer
or the Guarantor will be discharged by payment to the bearer of such Global Instrument or (as the case
may be) the registered holder of the Global Registered Instrument, in respect of each amount so paid.
References in these provisions relating to the Instruments in global form to “holder” or “accountholder”
are to those persons shown in the records of the relevant clearing system as a holder of an Instrument.


(B) FORM AND EXCHANGE – BEARER GLOBAL INSTRUMENTS


(1) TEFRA D or TEFRA C: The Pricing Supplement shall specify whether the TEFRA D Rules or
the TEFRA C Rules shall apply. Each Tranche of Bearer Instruments is represented upon issue
by a Temporary Global Instrument, unless the Pricing Supplement specifies otherwise and the
TEFRA C Rules apply.


Where the Pricing Supplement applicable to a Tranche of Bearer Instruments specifies that the
TEFRA C Rules apply, such Tranche is (unless otherwise specified in the Pricing Supplement)
represented upon issue by a Permanent Global Instrument.


Interests in a Temporary Global Instrument may be exchanged for:


(a) interests in a Permanent Global Instrument; or


(b) if so specified in the Pricing Supplement, Definitive Instruments and/or (if so specified
in the Pricing Supplement) Registered Instruments.


Exchanges of interests in a Temporary Global Instrument for Definitive Instruments or, as the
case may be, interests in a Permanent Global Instrument will be made only on or after the
Exchange Date (as specified in the Pricing Supplement) and (unless the Pricing Supplement
specifies that the TEFRA C Rules are applicable to the Instruments) provided certification as
to the beneficial ownership thereof as required by U.S. Treasury regulations (in substantially
the form set out in the Temporary Global Instrument or in such other form as is customarily
issued in such circumstances by the relevant clearing system) has been received. An exchange
for Registered Instruments will be made at any time or from such date as may be specified in
the Pricing Supplement, in each case, without any requirement for certification.


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(2) Limitation on entitlement under a Temporary Global Instrument after Exchange Date: Holders
of interests in any Temporary Global Instrument shall not (unless, upon due presentation of
such Temporary Global Instrument for exchange (in whole but not in part only) for a Permanent
Global Instrument or for delivery of Definitive Instruments and/or Registered Instruments,
such exchange or delivery is improperly withheld or refused and such withholding or refusal
is continuing at the relevant payment date) be entitled to receive any payment in respect of the
Instruments represented by such Temporary Global Instrument which falls due on or after the
Exchange Date or be entitled to exercise any option on a date after the Exchange Date.


(3) Certification of non-U.S. beneficial ownership: Unless the Pricing Supplement specifies that
the TEFRA C Rules are applicable to the Instruments and subject to paragraph (2) above, if any
date on which a payment of interest is due on the Instruments of a Tranche occurs whilst any
of the Instruments of that Tranche are represented by a Temporary Global Instrument, the
related interest payment will be made on the Temporary Global Instrument only to the extent
that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations
(in such form as is customarily issued in such circumstances by the relevant clearing system)
has been received by the CMU, Euroclear, Clearstream or any other relevant clearing system
which may be specified in the Pricing Supplement. Payments of amounts due in respect of a
Permanent Global Instrument or (subject to paragraph (2) above) a Temporary Global
Instrument (if the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Instruments) will be made through the CMU, Euroclear or Clearstream or any other relevant
clearing system without any requirement for certification.


(4) Exchange for Definitive Instruments and/or Registered Instruments: Interests in a Permanent
Global Instrument will be exchanged (subject to the period allowed for delivery as set out in
(i) below), in whole but not in part only and at the request of the Holder of such Global
Instrument (or if the Permanent Global Instrument is held in the CMU, the relevant account
holders therein), for Definitive Instruments and/or (if so specified in the Pricing Supplement)
Registered Instruments, (a) if the CMU, Euroclear or Clearstream or any other relevant clearing
system is closed for business for a continuous period of 14 days (other than by reason of public
holidays) or announces an intention to cease business permanently or in fact does so or (b) any
of the events described in Condition 7 occurs or (c) at any time on the request of the bearer,
if so specified in the Pricing Supplement. Whenever a Permanent Global Instrument is to be
exchanged for Definitive Instruments and/or Registered Instruments, the Issuer shall procure
the prompt delivery of such Definitive Instruments and/or Registered Instruments, duly
authenticated and, to the extent applicable, with Receipts, Coupons and Talons attached (each
as defined in Condition 1.02 and Condition 1.03), in an aggregate principal amount equal to the
principal amount of such Permanent Global Instrument to the Holder of the Permanent Global
Instrument against its surrender at the specified office of the Issue and Paying Agent within 30
days of the Holder requesting such exchange. Furthermore, if,


(a) Definitive Instruments have not been delivered in accordance with the foregoing by 5.00
p.m. (specified office time) (specified office time means the relevant time in the location
of the relevant specified office) on the thirtieth day after the Holder has requested
exchange, or




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(b) the Permanent Global Instrument (or any part thereof) has become due and payable in
accordance with the Conditions or the date for final redemption of the Permanent Global
Instrument has occurred and, in either case, payment in full of the amount of the
Redemption Amount (as defined in Condition 6.10) together with all accrued interest
thereon has not been made to the Holder in accordance with the Conditions on the due
date for payment, then such Permanent Global Instrument (including the obligation to
deliver Definitive and/or Registered Instruments) will become void at 5.00 p.m.
(specified office time) on such thirtieth day (in the case of (i) above) or at 5.00 p.m.
(specified office time) on such due date (in the case of (ii) above) and the Holder of the
Permanent Global Instrument will have no further rights thereunder (but without
prejudice to the rights which such Holder or others may have under the Deed of
Covenant). Under the Deed of Covenant, persons shown in the records of the CMU,
Euroclear and/or Clearstream (or any other relevant clearing system) as being entitled to
interests in the Instruments will acquire directly against the Issuer all those rights to
which they would have been entitled if, immediately before the Permanent Global
Instrument became void, they had been the Holders of Definitive Instruments in an
aggregate principal amount equal to the principal amount of Instruments they were shown
as holding in the records of the CMU, Euroclear and/or Clearstream or other relevant
clearing system (as the case may be).

(C) FORM AND EXCHANGE – GLOBAL REGISTERED INSTRUMENTS

(1) Global Registered Instrument: Unrestricted Instruments held in the CMU and/or Euroclear
and/or Clearstream (or other clearing system) will be represented by a Global Registered
Instrument which will be registered in the name of a nominee for, and deposited with, a
common depositary for Euroclear and Clearstream (or such other relevant clearing system) or
a sub-custodian for the CMU. Restricted Instruments held in DTC will be represented by a
Global Registered Instrument which will be registered in the name of a nominee for, and
deposited with custodian for, DTC.

(2) Exchange: Unrestricted Instruments will become exchangeable in whole, but not in part, for
Individual Registered Instruments if (a) the CMU, Euroclear or Clearstream or any other
relevant clearing system is closed for business for a continuous period of 14 days (other than
by reason of legal holidays) or announces an intention permanently to cease business or in fact
does so or (b) any of the events described in Condition 7 occurs or (c) at any time at the request
of the registered Holder if so specified in the Pricing Supplement. Restricted Instruments will
become exchangeable in whole, but not in part, for Individual Registered Instruments if (a)
DTC notifies the Issuer and Guarantor that it is unwilling or unable to continue as depositary
for such Global Registered Instrument, or DTC ceases to be a “Clearing Agency” registered
under the Exchange Act, or is at any time no longer eligible to act as such and a successor
depositary is not appointed by the Issuer and the Guarantor within 90 days, or (b) any of the
circumstances described in Condition 7 occurs or (c) at any time at the request of the registered
Holder if so specified in the Pricing Supplement.

Whenever the Global Registered Instrument is to be exchanged for Individual Registered
Instruments, such Individual Registered Instruments will be issued in an aggregate principal
amount equal to the principal amount of the Global Registered Instrument within five business
days of the delivery, by or on behalf of the registered Holder of the Global Registered
Instrument, the CMU and/or Euroclear and/or Clearstream and/or DTC, to the Registrar of such
information as is required to complete and deliver such Individual Registered Instruments


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(including, without limitation, the names and addresses of the persons in whose names the
Registered Instruments are to be registered and the principal amount of each such person’s
holding) against the surrender of the Global Registered Instrument at the Specified Office of
the Registrar. Such exchange will be effected in accordance with the provisions of the Issue and
Paying Agency Agreement and the regulations concerning the transfer and registration of
Instruments scheduled thereto and, in particular, shall be effected without charge to any Holder,
but against such indemnity as the Registrar may require in respect of any tax or other duty of
whatever nature which may be levied or imposed in connection with such exchange. If,

(i) Individual Registered Instruments have not been issued and delivered by 5.00 p.m.
(specified office time) on the thirtieth day after the date on which the same are due to be
issued and delivered in accordance with the terms of the Global Registered Instrument or

(ii) any of the Instruments evidenced by the Global Registered Instrument has become due
and payable in accordance with the Conditions or the date for final redemption of the
Instruments has occurred and, in either case, payment in full of the amount of principal
falling due with all accrued interest thereon has not been made to the Holder of the Global
Registered Instrument on the due date for payment in accordance with the terms of the
Global Registered Instrument, then the Global Registered Instrument (including the
obligation to deliver Individual Registered Instruments) will become void at 5.00 p.m.
(specified office time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m.
(specified office time) on such due date (in the case of (b) above) and the Holder will
have no further rights thereunder (but without prejudice to the rights which the Holder or
others may have under the Deed of Covenant). Under the Deed of Covenant, persons
shown in the records of the CMU, Euroclear, Clearstream and/or DTC (or other relevant
clearing system) as being entitled to interests in the Instruments will acquire directly
against the Issuer all those rights to which they would have been entitled if, immediately
before the Global Registered Instrument became void, they had been the registered
Holders of Instruments in an aggregate principal amount equal to the principal amount of
Instruments they were shown as holding in the records of the CMU, Euroclear,
Clearstream and/or DTC or other relevant clearing system (as the case may be). If an
Instrument is held in DTC, references above to 5.00 p.m. (specified office time) shall be
replaced by references to 1.00 p.m. New York time.

(D) AMENDMENT TO CONDITIONS

The Temporary Global Instruments, Permanent Global Instruments and Global Registered
Instruments contain provisions that apply to the Instruments that they represent, some of which modify the
effect of the Terms and Conditions of the Instruments set out in this Information Memorandum. The
following is a summary of certain of those provisions:

(1) Meetings: The holder of a Temporary or Permanent Global Instrument or of the Instruments
represented by a Global Registered Instrument shall (unless such Permanent Global Instrument
or Global Registered Instrument represents only one Instrument) be treated as being two
persons for the purposes of any quorum requirements of a meeting of Holders and, at any such
meeting, the holder of a Permanent Global Instrument shall be treated as having one vote in
respect of each minimum denomination of Instruments for which such Global Instrument may
be exchanged. (All holders of Registered Instruments are entitled to one vote in respect of each
Instrument comprising such holder’s holding, whether or not represented by a Global
Registered Instrument.)


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(2) Cancellation: Cancellation of any Instrument represented by a Permanent Global Instrument
that is required by the Conditions to be cancelled (other than upon its redemption) will be
effected by reduction in the principal amount of the relevant Permanent Global Instrument.


(3) Purchase: Instruments represented by a Temporary or Permanent Global Instrument may only
be purchased by the Issuer or any of its subsidiaries if they are purchased together with the
rights to receive all future payments of interest and Instalment Amounts (if any) thereon.


(4) Issuer’s Options: Any option of the Issuer provided for in the Conditions of the Instruments
while such Instruments are represented by a Permanent Global Instrument or a Global
Registered Instrument shall be exercised by the Issuer giving notice to the holders within the
time limits set out in and containing the information required by the Conditions, except that the
notice shall not be required to contain the serial numbers of Instruments drawn in the case of
a partial exercise of an option and accordingly no drawing of Instruments shall be required. In
the event that any option of the Issuer is exercised in respect of some but not all of the
Instruments of any Series, the rights of accountholders with a clearing system in respect of the
Instruments will be governed by the standard procedures of the CMU, Euroclear, Clearstream
or other relevant clearing system (as the case may be).


(5) Holders’ Options: Any option of the holders provided for in the Conditions of any Instruments
while such Instruments are represented by a Permanent Global Instrument or a Global
Registered Instrument may be exercised by the Holder of such Permanent Global Instrument
or Global Registered Instrument giving notice to the Issue and Paying Agent within the time
limits relating to the deposit of Instruments with a Paying Agent, or the Registrar in the case
of a Global Registered Instrument, substantially in the form of the notice available from any
Paying Agent, or the Registrar in the case of a Global Registered Instrument, except that the
notice shall not be required to contain the serial numbers of the Instruments in respect of which
the option has been exercised, and stating the principal amount of Instruments in respect of
which the option is exercised and at the same time presenting for notation the Permanent
Global Instrument or the Global Registered Instrument to the Issue and Paying Agent or to a
Paying Agent acting on behalf of the Issue and Paying Agent, or the Registrar in the case of
a Global Registered Instrument.


(6) Notices: So long as any Instruments are represented by a Temporary or Permanent Global
Instrument or Registered Global Instrument and such Temporary or Permanent Global
Instrument or Global Registered Instrument is held on behalf of a clearing system, notices to
the holders of Instruments of that Series may be given by delivery of the relevant notice to the
clearing system for communication by it to entitled accountholders in substitution for
publication as required by the Conditions or by delivery of the relevant notice to the Holder of
the Permanent Global Instrument or Global Registered Instrument.


(7) General: If an Instrument is held in the CMU, any payment that is made in respect of such
Instrument shall be made to the person(s) for whose account(s) interests in such Instrument are
credited as being held with the CMU in accordance with the rules and procedures of the CMU
at the relevant time.




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(E) PARTLY PAID INSTRUMENTS


While any Partly Paid Instalments due from the holder of Partly Paid Instruments are overdue, no
interest in a Permanent Global Instrument or Registered Global Instrument representing such Instruments
may be exchanged for an interest in a Permanent Global Instrument or for Definitive Instruments or a
Registered Instrument (as the case may be). If any holder fails to pay any instalment due on any Partly
Paid Instruments within the time specified, the Issuer may forfeit such Instruments and shall have no
further obligation to such holder in respect of them.




– 84 –
USE OF PROCEEDS

The net proceeds of the issue of each Tranche of Instruments will be lent to one or more subsidiaries
of the Guarantor for general corporate purposes of the SHKP Group.




– 85 –
THE DEPOSITORY TRUST COMPANY

Ownership of beneficial interests in a Global Registered Instrument, transfers of which are to be
cleared and settled in DTC, will be limited to persons who have accounts with DTC (“DTC Participants”)
or persons who hold interests through DTC Participants. Upon the issuance of the Global Registered
Instruments, DTC or its custodian will credit, in its internal system, the respective principal amount of the
individual beneficial interests represented by such Global Registered Instruments to the accounts of DTC
Participants. Such accounts initially will be designated by or on behalf of the Dealers. Ownership of
beneficial interests in a Global Registered Instrument will be shown on, and the transfer of those
ownership interests will be effected only through, records maintained by DTC or its nominee (with respect
to interests of DTC Participants). Payments, transfers, exchanges and other matters relating to beneficial
interests in a Global Registered Instrument may be subject to various policies and procedures adopted by
DTC from time to time.

If (i) DTC advises the Issuer that it is no longer willing or able to discharge its responsibilities as
depositary for a Global Registered Instrument, or ceases to be a “clearing agency” registered under the
U.S. Securities Exchange Act (the “Exchange Act”) or is at any time no longer eligible to act as such and
a successor depositary is not appointed by the Issuer within 90 days of receiving such notice of
ineligibility on the part of DTC, or (ii) an Event of Default shall have occurred and be continuing under
Condition 7, or (iii) at any time at the request of the registered Holder if so specified in the Pricing
Supplement, the Issuer will register Individual Registered Instruments in the names of owners of interests
in the Global Registered Instrument and issue Individual Registered Instruments with respect thereto in
exchange for the Global Registered Instrument. Upon the occurrence of such an event, specified in clause
(i), (ii) or (iii) above, owners of beneficial interests in Global Registered Instruments will receive physical
delivery of Individual Registered Instruments. All Individual Registered Instruments issued in exchange
for a Global Registered Instrument or any portion thereof will be registered in such names as DTC shall
direct. Except as described in this paragraph, owners of interests in a Global Registered Instrument will
not be entitled to have any portion of such Global Registered Instrument registered in their names and will
not receive or be entitled to receive physical delivery of Individual Registered Instruments.

As long as DTC, or its nominee, is the registered holder of a Global Registered Instrument, DTC or
such nominee, as the case may be, will be considered the sole owner and holder of such Global Registered
Instrument (and of the Instruments represented thereby) for all purposes under the Issue and Paying
Agency Agreement and the Instruments. Except as described herein, owners of beneficial interests in a
Global Registered Instrument will not be considered the owners or holders of such Global Registered
Instruments (or any Instruments represented thereby) for any purpose under the Issue and Paying Agency
Agreement or the Instruments. In addition, no beneficial owner of an interest in a Global Registered
Instrument will be able to transfer that interest except in accordance with DTC’s applicable procedures (in
addition to those under the Issue and Paying Agency Agreement and, if applicable, those of Euroclear and
Clearstream) referred to herein.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of
such securities in definitive form. Consequently, the ability to transfer beneficial interests in a Global
Registered Instrument to such persons may be limited. Because DTC acts only on behalf of DTC
Participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person
having a beneficial interest in a Global Registered Instrument to pledge such interest to persons or entities
that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be
affected by the lack of a physical certificate evidencing such interest.

Payments of the principal of, premium (if any) and interest on Global Registered Instruments will
be made to DTC or its nominee as the registered owner and holder thereof.


– 86 –
None of the Issuer, the Issue and Paying Agent or any of the paying agents will have any
responsibility or liability for any aspect of DTC’s or any DTC Participant’s records relating to, or for
payments made on account of, beneficial interests in a Global Registered Instrument, or for maintaining,
supervising or reviewing any records relating to such beneficial interests or for any notice permitted or
required to be given to holders of Instruments or any consent given or actions taken by DTC as holder of
Instruments. The Issuer expects that DTC or its nominee, upon receipt of any payment of principal,
premium (if any) or interest in respect of a Global Registered Instrument held by it or its nominee, will
immediately credit the accounts of the DTC Participants with payments in amounts proportionate to the
respective interests in the principal amount of such Global Registered Instrument as shown on the records
of DTC or its nominee. The Issuer also expects that payments by DTC Participants to owners of beneficial
interests in such Global Registered Instrument held through DTC Participants will be governed by
standing instructions and customary practices as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. Such payments will be the
responsibility of such DTC Participants.

Transfers between DTC Participants will be effected in DTC’s Same-Day Funds Settlement System.
Conversion through participants in DTC will be effected in accordance with DTC’s procedures.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of
Instruments (including the presentation of Instruments for exchange as described below) only at the
direction of one or more DTC Participants to whose account with DTC interests in the Global Registered
Instruments are credited and only in respect of such portion of the aggregate principal amount of the
Instruments as to which such DTC Participant or DTC Participants has or have given such direction.
However, in the circumstances described in this section and under “Terms and Conditions of the
Instruments” DTC will exchange the Global Registered Instruments for Certificated Instruments, which
it will distribute to its participants and which, if representing interests in a Restricted Global Registered
Instrument, will bear the legend set forth under “Transfer Restrictions; United States Considerations”.

The giving of notices and other communications by DTC to DTC Participants, by DTC Participants
to persons who hold accounts with them and by such persons to holders of beneficial interests in a Global
Registered Instrument will be governed by arrangements between them, subject to any statutory or
regulatory requirements as may exist from time to time.

DTC has advised as follows: DTC is a limited purpose trust company organised under the laws of
the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate
the clearance and settlement of securities transactions between the participants through electronic
book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks, trust companies and clearing
corporations and may include certain other organisations. Indirect access to the DTC system is available
to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly (“indirect participants”).

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Instruments will be made by the Dealers in immediately available funds. So long
as DTC continues to make its Same-Day Funds Settlement System available to the Issuer, all payments of
principal of, premium (if any) and interest on the Instruments will be made by the Issuer in immediately
available funds.

So long as Instruments are represented by a Global Registered Instrument registered in the name of
DTC or its nominee, the Instruments will trade in DTC’s Same-Day Funds Settlement System and
secondary market trading activity in the Instruments will be required by DTC to settle in immediately
available.


– 87 –
TRANSFER RESTRICTIONS; UNITED STATES CONSIDERATIONS

OFFERS AND SALES BY THE PURCHASERS

The Instruments and the Guarantee provided with respect thereto have not been and will not be
registered under the Securities Act and may not be offered or sold in the United States except pursuant to
an effective registration statement or in a transaction not subject to the registration requirements under the
Securities Act or in accordance with an applicable exemption from the registration requirements thereof.
Accordingly, the Instruments and the Guarantee are being offered and sold hereunder only (i) with respect
to Instruments in registered form only, in the United States or to U.S. persons (as defined in Regulation
S), to qualified institutional buyers pursuant to Rule 144A and (ii) outside the United States to persons
other than U.S. persons in offshore transactions in reliance upon Regulation S.

RESTRICTED INSTRUMENTS

Each purchaser of the Restricted Instruments, by accepting delivery of this Information
Memorandum and the Registered Instruments will be deemed to have represented and agreed as follows
(terms used in this paragraph that are defined in Rule 144A or in Regulation S are used herein as defined
therein):

(1) it is acquiring such Restricted Instruments for its own account or an account or accounts with
respect to which it exercises sole investment discretion and that it and each such account is a
qualified institutional buyer within the meaning of Rule 144A and is aware, and each beneficial
owner of such Restricted Instruments has been advised, that the sale to it is being made in
reliance on Rule 144A;

(2) it understands and agrees that such Restricted Instruments and the Guarantee have not been and
will not be registered under the Securities Act, and that any resale, re-offer, pledge or transfer
of such Restricted Instruments, may be made only (i) to the Issuer, (ii) to a person who the
seller and any person acting on its behalf reasonably believes is a qualified institutional buyer
(as defined in Rule 144A) purchasing for its own account or for the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) in an offshore
transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act, (iv)
pursuant to an exemption from registration under the Securities Act provided by Rule 144
under the Securities Act (if available), or (v) pursuant to an effective registration statement
under the Securities Act, in each case in accordance with any applicable securities laws of any
state of the United States;

(3) the Dealers will, and each subsequent Holder is required to, notify any purchaser of such
Restricted Instruments from it of the resale restrictions referred to in (2) above, if then
applicable;

(4) it understands and agrees that (A) the Restricted Instruments initially offered to qualified
institutional buyers in reliance on Rule 144A will be represented by Global Registered
Instruments, (B) with respect to any transfer of any interest in global Restricted Instruments to
transferees that take delivery in the form of interests in such global Restricted Instruments, the
Issue and Paying Agent and the Registrar will not require any written certification from the
transferor or the transferee, and (C) with respect to any transfer of any interest in global
Restricted Instruments to transferees that take delivery in the form of interests in global
Unrestricted Instruments, the Registrar will require written certification from the transferor or
the transferee as to compliance with the applicable securities laws;


– 88 –
(5) it understands that the Restricted Instruments will bear a legend to the following effect unless
otherwise agreed by the Issuer:


“THE INSTRUMENTS EVIDENCED HEREBY AND THE GUARANTEE PROVIDED WITH
RESPECT THERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE ISSUER
THAT THE INSTRUMENTS EVIDENCED HEREBY AND THE GUARANTEE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
ISSUER, (2) TO A PERSON WHO THE SELLER AND ANY PERSON ACTING ON ITS
BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN ACCORDANCE WITH RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE.”


(6) the Issuer, the Guarantor, the Dealers and their respective affiliates and others will rely upon
the truth and accuracy of the foregoing representations and agreements.


Prospective purchasers are hereby notified that the sellers of the Instruments may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.


UNRESTRICTED INSTRUMENTS


Each purchaser of Instruments outside the United States pursuant to Regulation S and each
subsequent purchaser of such Instruments in resales prior to the expiration of the distribution compliance
period (defined as forty days after the completion of the distribution of the Instruments comprising the
relevant tranche), by accepting delivery of this Information Memorandum and the Instruments, will be
deemed to have represented, agreed and acknowledged that:


(1) It is, or at the time Instruments are purchased will be, the beneficial owner of such Instruments
and (a) it is not a U.S. person and it is located outside the United States (within the meaning
of Regulation S) and (b) it is not an affiliate of the Issuer or a person acting on behalf of such
an affiliate.


(2) It understands that such Instruments and the Guarantee have not been and will not be registered
under the Securities Act and that, prior to the expiration of the distribution compliance period,
it will not reoffer, resell, pledge or otherwise transfer such Instruments except in an offshore
transaction in accordance with Rule 904 of Regulation S, in each case in accordance with any
applicable securities laws of any state of the United States.


– 89 –
(3) It understands that such Instruments, unless otherwise determined by the Issuer in accordance
with applicable law, will bear a legend to the following:


“THIS INSTRUMENT AND THE GUARANTEE IN RESPECT HEREOF HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD MAY
NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES AND THEREAFTER MAY NOT BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.”


(4) It understands that such Instruments will be represented by an Unrestricted Instrument. Prior
to the expiration of the distribution compliance period, before any interest in the global
Unrestricted Instrument may be offered, sold, pledged or otherwise transferred to a person who
takes delivery in the form of a global Restricted Instrument, it will be required to provide the
Registrar with written certification as to compliance with the applicable securities laws.


(5) The Issuer, the Guarantor, the Dealers and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements.


The Issuer recognises that none of DTC, Euroclear nor Clearstream in any way undertakes to, and
none of DTC, Euroclear nor Clearstream shall have any responsibility to, monitor or ascertain the
compliance of any transactions in the Instruments with any exemptions from registration under the
Securities Act or of any other state or federal securities law.




– 90 –
ENFORCEMENT OF CIVIL LIABILITIES

CAYMAN ISLANDS

The Issuer is duly incorporated as an exempted company with limited liability under the laws of the
Cayman Islands. All or a substantial portion of the assets of the Issuer and of such directors and officers
are located outside of the United States. As a result, it may be difficult for investors to effect service of
process within the United States upon the Issuer or such persons or to enforce, in United States courts,
judgments against the Issuer or such persons or judgments obtained in such courts predicated upon the
civil liability provisions of the federal securities laws of the United States. In addition, under the
Instruments, the Issuer will consent to the jurisdiction of the courts of England and will appoint an agent
for service of process in England.

The Issuer has been advised by its Cayman Islands legal advisers, Maples and Calder (Hong Kong)
LLP, that the courts of the Cayman Islands are unlikely (i) to recognise or enforce against the Issuer
judgment of courts of the United States predicated upon the civil liability provisions of the securities laws
of the United States or any State and (ii) in original actions brought in the Cayman Islands, to impose
liabilities against the Issuer predicated upon the civil liability provisions of the securities laws of the
United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those
circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained
in the United States, the courts of the Cayman Islands will recognise and enforce a judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which
judgment has been given provided certain conditions are met. For such a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive, for a liquidated sum, not in respect
of taxes or a fine or penalty, is not inconsistent with the Cayman Islands judgment in respect of the same
matter, and was not obtained in a manner, impeachable on the grounds of fraud or obtained in a manner,
and is not of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
A Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

HONG KONG

The Guarantor is a Hong Kong company, and its executive offices and administrative activities and
all or a substantial portion of its assets are located outside the United States. As a result, it may not be
possible for investors to effect service of process within the United States upon the Guarantor or to enforce
judgments against the Guarantor obtained in the United States in any action, including actions predicated
upon civil liability provisions of the securities laws of the United States or any state within the United
States. In addition, all or a substantial portion of the directors and officers of the Guarantor are residents
of jurisdictions other than the United States, and all or a substantial portion of the assets of such
non-resident persons are or may be located outside the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such persons or to enforce against
them judgments obtained in United States courts, including judgments predicated upon civil liability
provisions of the securities laws of the United States or any state within the United States.

The Guarantor has been advised by its Hong Kong counsel, Linklaters, that there is doubt as to
whether the courts of Hong Kong would (i) enforce judgments of United States courts obtained against the
Guarantor or such persons predicated solely upon civil liability provisions of the securities laws of the
United States or any state within the United States or (ii) entertain original actions brought in Hong Kong
courts, against the Guarantor or such persons predicated solely upon the securities laws, respectively, of
the United States or any state within the United States.




– 91 –
SUN HUNG KAI PROPERTIES (CAPITAL MARKET) LIMITED

Sun Hung Kai Properties (Capital Market) Limited (the “Issuer”) was incorporated as an exempted
company under the laws of the Cayman Islands on 29 December 1998 with an unlimited duration. As at
the date of this Information Memorandum, it has an authorised share capital of U.S.$10,000 divided into
10,000 shares of U.S.$1 each, of which 10 shares have been issued. The Issuer is a direct wholly-owned
subsidiary of the Guarantor and, as at the date of this Information Memorandum, carries on and has carried
on no business other than entering into arrangements for the establishment and update of the Programme
and the lending of the proceeds thereof to one or more other subsidiaries of the Guarantor. As at the date
hereof, the Issuer has no subsidiaries.

The directors of the Issuer as at the date of this Information Memorandum are as follows:

Wong Chik-wing, Mike

Lui Ting, Victor

Li Ching-kam, Frederick

Messrs. Wong Chik-wing, Mike and Lui Ting, Victor are Deputy Managing Directors of the
Guarantor.

The registered office of the Issuer is PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands. The business address of each of the directors of the Issuer for the purposes of his
directorship is at 45th Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong.

The Issuer has no employees.

The Issuer had outstanding borrowings equivalent to HK$28,928 million (US$3,685.10 million) 1 as
at 30 September 2026. No financial statements have been produced by the Issuer.

The directors of the Issuer do not have any interest in the Issuer.

Details of interests in the Guarantor’s shares held by Messrs. Wong Chik-wing, Mike and Lui Ting,
Victor respectively are disclosed in the section “Directors and Senior Management of the Guarantor –
Directors’ and Chief Executives’ Interests” of this Information Memorandum.

CAYMAN ISLANDS DATA PROTECTION

The Issuer has certain duties under the Data Protection Act (As Revised) of the Cayman Islands (the
“DPA”) based on internationally accepted principles of data privacy.

Prospective investors should note that, by virtue of making investments in the Instruments and the
associated interactions with the Issuer and its affiliates and/or delegates, or by virtue of providing the
Issuer with personal information on individuals connected with the investor (for example directors,
trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents) such
individuals will be providing the Issuer and its affiliates and/or delegates with certain personal information
which constitutes personal data within the meaning of the DPA. The Issuer shall act as a data controller
in respect of this personal data and its affiliates and/or delegates may act as data processors (or data
controllers in their own right in some circumstances).


1
U.S.$1.0 = HK$7.85.



– 92 –
By investing in the Instruments, the Holders shall be deemed to acknowledge that they have read in
detail and understood the Privacy Notice set out below and that such Privacy Notice provides an outline
of their data protection rights and obligations as they relate to the investment in the Instruments.


Oversight of the DPA is the responsibility of the Ombudsman’s office of the Cayman Islands. Breach
of the DPA by the Issuer could lead to enforcement action by the Ombudsman, including the imposition
of remediation orders, monetary penalties or referral for criminal prosecution.


PRIVACY NOTICE


Introduction


The purpose of this notice is to provide Holders with information on the Issuer’s use of their personal
data in accordance with the Data Protection Act (As Revised) of the Cayman Islands (the “DPA”).


In the following discussion, “Issuer” refers to the Issuer and its or their affiliates and/or delegates,
except where the context requires otherwise.


Investor Data


By virtue of making an investment in the Issuer and a Holder’s associated interactions with the Issuer
(including any subscription (whether past, present of future), including the recording of electronic
communications or phone calls where applicable) or by virtue of a Holder otherwise providing the Issuer
with personal information on individuals connected with the Holder as an investor (for example directors,
trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents), the
Holder will provide the Issuer with certain personal information which constitutes personal data within the
meaning of the DPA (“Investor Data”). The Issuer may also obtain Investor Data from other public
sources. Investor Data includes, without limitation, the following information relating to a Holder and/or
any individuals connected with a Holder as an investor: name, residential address, email address, contact
details, corporate contact information, signature, nationality, place of birth, date of birth, tax
identification, credit history, correspondence records, passport number, bank account details, source of
funds details and details relating to the Holder’s investment activity.


In the Issuer’s use of Investor Data, the Issuer will be characterised as a “data controller” for the
purposes of the DPA. The Issuer’s affiliates and delegates may act as “data processors” for the purposes
of the DPA.


Who this Affects


If a Holder is a natural person, this will affect such Holder directly. If a Holder is a corporate investor
(including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that
provides the Issuer with Investor Data on individuals connected to such Holder for any reason in relation
to such Holder’s investment with the Issuer, this will be relevant for those individuals and such Holder
should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its
content.




– 93 –
How the Issuer May Use a Holder’s Personal Data


The Issuer, as the data controller, may collect, store and use Investor Data for lawful purposes,
including, in particular:


(i) where this is necessary for the performance of the Issuer’s rights and obligations under any
subscription agreements or purchase agreements;


(ii) where this is necessary for compliance with a legal and regulatory obligation to which the
Issuer is subject (such as compliance with anti-money laundering, beneficial ownership
transparency or FATCA/CRS requirements); and/or


(iii) where this is necessary for the purposes of the Issuer’s legitimate interests and such interests
are not overridden by the Holder’s interests, fundamental rights or freedoms.


Should the Issuer wish to use Investor Data for other specific purposes (including, if applicable, any
purpose that requires a Holder’s consent), the Issuer will contact the applicable Holders.


Why the Issuer May Transfer a Holder’s Personal Data


In certain circumstances the Issuer and/or its authorised affiliates or delegates may be legally obliged
to share Investor Data and other information with respect to a Holder’s interest in the Issuer with the
relevant regulatory authorities such as the Cayman Islands Monetary Authority, the competent authority
for the purposes of the Beneficial Ownership Transparency Act (As Revised) or the Tax Information
Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.


The Issuer anticipates disclosing Investor Data to others who provide services to the Issuer and their
respective affiliates (which may include certain entities located outside the Cayman Islands or the
European Economic Area), who will process a Holder’s personal data on the Issuer’s behalf.


The Data Protection Measures the Issuer Takes


Any transfer of Investor Data by the Issuer or its duly authorised affiliates and/or delegates outside
of the Cayman Islands shall be in accordance with the requirements of the DPA.


The Issuer and its duly authorised affiliates and/or delegates shall apply appropriate technical and
organisational information security measures designed to protect against unauthorised or unlawful
processing of Investor Data, and against accidental loss or destruction of, or damage to, Investor Data.


The Issuer shall notify a Holder of any Investor Data breach that is reasonably likely to result in a
risk to the interests, fundamental rights or freedoms of either such Holder or those data subjects to whom
the relevant Investor Data relates.




– 94 –
HONG KONG AND THE HONG KONG PROPERTY MARKET

The Hong Kong property market has been growing along with the city’s economy over the years but
it has exhibited greater volatility in terms of the length of the cycles as well as the magnitude of the price
movements.

After a lengthy boom that began in the mid-1980s, the Hong Kong property market entered into a
major downturn in the third quarter of 1997. Capital values and rentals of Grade-A offices fell by about
70 per cent. for the period between the third quarter of 1997 and mid-2003 (Source: Jones Lang LaSalle),
and residential prices also declined by a similar magnitude (Source: Rating and Valuation Department,
Government of the HKSAR). Various sectors of the Hong Kong property market regained upward
momentum in mid-2003, owing to a number of initiatives by the Hong Kong Government and the PRC
Government to revive the local economy. Following a short-lived correction in prices and rentals in
various segments of the property market in late 2008 amid the global financial crisis, the residential
property market in Hong Kong has heated up since 2009, driven by a prolonged period of low interest rates
amid the aggressive monetary easing by major economies and tight local demand-supply balance of
residential flats.

During 2009 to 2017, the Hong Kong Government and the Hong Kong Monetary Authority (the
“HKMA”) implemented a number of demand-side management measures (DSMMs) and macro-prudential
measures respectively to dampen speculative, investment and non-local demand and to reduce the possible
risks to financial stability arising from an exuberant property market. Tougher tax, tighter mortgage
lending and various administrative measures had dampened investment demand and market activities, in
particular the sale transactions in the high-end residential market. Affected by the elevated mortgage
interest rates, residential property transaction volume stayed low since 2022. Residential prices went into
a consolidation with a cumulative correction of more than 20 per cent. from their peak in 2021. Taking
into account a substantial change in market conditions as well as the demand-supply balance situation
compared with when the DSMMs were introduced, the Government in February 2024 abolished all
property cooling measures for residential properties while the HKMA relaxed its countercyclical
macroprudential measures for property mortgage loans including the suspension of interest rate stress
testing requirement.

Hong Kong’s residential market entered a broad-based recovery since early 2025 with momentum
carrying through the first half of 2026. The average transaction volume for January to August 2026 rose
to about 6,200 registrations per month, as compared to about 5,000 for the same period in 2025. (Source:
The Land Registry, Government of HKSAR) First-hand residential sales increased to an average of 1,790
transactions per month in the first eight months of 2026, an increase of 4 per cent. from the level in 2025.
(Source: The Land Registry, Government of HKSAR) Home prices began its recovery trajectory rising 13
per cent. from the bottom in March 2025 so far. For the first seven months of 2026, the secondary home
prices rose by 7 per cent. Supported by the continued influx of talent and non-local students, overall home
rents surged by 3 per cent. during January to July 2026, surpassing its historical high. The robust rental
market has bolstered investor confidence and provided a stabilizing force for home prices. (Source: Rating
and Valuation Department, Government of HKSAR)

Hong Kong’s Grade-A office leasing market showed signs of recovery in 2026 year-to-date amid
improved economic outlook and active financial market activities. The flight-to-quality trend persisted,
with premium Grade A offices in core districts leading the recovery. However, the new demand for office
space in decentralised areas remained limited. The overall vacancy slightly dropped to 13 per cent. in
August 2026 (from 14 per cent. in December 2025). Vacancy of Grade A offices in Central improved
noticeably from 11 per cent. in December 2025 to 8 per cent. in August 2026, while vacancies for non-core


– 95 –
districts such as Kowloon East remained at high levels. In the first eight months of 2026, overall Grade-A
office rents rebounded by 5 per cent., mainly driven by a strong recovery of 11 per cent. in Central. In
contrast, rents in decentralised areas remained under pressure, with Kowloon East recorded a 4 per cent.
decline. (Source: Jones Lang Lasalle) For investment market, the capital values of Grade-A offices rose
3 per cent. in the first seven months of 2026 amid improved market outlook and end-user demand. (Source:
Rating and Valuation Department, Government of HKSAR)


Hong Kong’s retail sales continued to recover in 2026 year-to-date, despite ongoing transformation
of the sector. Benefitting from the continued growth in tourist arrivals and a vibrant calendar of mega
events, number of visitors recorded a healthy growth in 2026 year-to-date. For the first eight months of
2026, overall tourist arrivals jumped 11 per cent. year-on-year. Hong Kong retail sales expanded by about
11 per cent. year-on-year during January to May of 2026, supported by strong sales in jewellery, watches
and electronics. Nevertheless, the growth showed signs of moderating to about 5 per cent. during June to
July 2026. Leasing activities in core shopping districts remained relatively active with F&B brands and
entertainment looking for expansion. However, pressure on retail rents remained. In the first half of 2026,
rents of high-street shops fell 2 per cent. while rents of overall prime shopping malls dropped by 3 per
cent. (Source: Jones Lang Lasalle).




– 96 –
CAPITALISATION OF THE GUARANTOR

The following table sets out the audited consolidated capitalisation and indebtedness of the
Guarantor as at 30 June 2026, which has been extracted or derived without material adjustment from the
audited consolidated financial statements of the Guarantor as of the same date:

30 June 2026 30 June 2026 (1)

(HK$ million) (US$ million)


Short term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,204 1,821


Long term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,464 10,701


Total loan capital(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,668 12,522


Equity
Share capital 2,897,780,274 (2025: 2,897,780,274) shares
issued and fully paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,703 9,064
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563,233 72,209
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . 4,788 614


Total equity (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638,724 81,887


Total capitalisation(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 736,392 94,409



Notes:

(1) Based on the foreign exchange rate of U.S.$1.00 = HK$7.80.

(2) The figures for total loan capital and equity are extracted or derived from the audited consolidated financial
statements of the SHKP Group for the financial year ended 30 June 2026.

(3) Total capitalisation of the Guarantor is arrived at by adding the total loan capital and total equity.


There has been no material adverse change in the consolidated capitalisation and indebtedness of the
Guarantor since 30 June 2026.




– 97 –
SUN HUNG KAI PROPERTIES LIMITED

INTRODUCTION

Sun Hung Kai Properties Limited (“SHKP” or the “Guarantor”) was formed by its late Chairman,
Mr. Kwok Tak Seng, who first became involved in property development in 1958. SHKP was incorporated
as a limited liability company in Hong Kong in July 1972 under the name of Sun Hung Kai (Holdings)
Limited and was listed on the Hong Kong Stock Exchange (Stock Code: 16) in August 1972. It adopted
its present name in March 1973. It was approved as one of the companies under the HKD-RMB Dual
Counter Model of the Hong Kong Stock Exchange (Stock Code: 80016) with effect from 19 June 2023.

SHKP is one of the largest property companies in Hong Kong with a market capitalisation of
approximately HK$314.4 billion (US$40.3 billion) based on the closing price of its shares listed on the
Hong Kong Stock Exchange as at 30 September 2026. SHKP is a constituent stock of the Hang Seng Index.

The principal activity of SHKP is to hold investments in various subsidiaries. The principal business
of SHKP and its subsidiaries (together, the “SHKP Group”) is the development of properties for sale and
investment in Hong Kong and on the Mainland. The SHKP Group’s major non-property investments as at
30 June 2026 included:

(i) a 73.24 per cent. stake in SmarTone Telecommunications Holdings Limited, one of Hong
Kong’s cellular telephone companies;

(ii) a 73.24 per cent. stake in SUNeVision Holdings Ltd., the technology infrastructure flagship of
the SHKP Group; and

(iii) a 45.24 per cent. stake in Transport International Holdings Limited, whose subsidiary operates
franchised and non-franchised bus services in Kowloon and the New Territories.

All of the above companies are listed on the Main Board of the Hong Kong Stock Exchange. The
SHKP Group also has operations in construction, property management, hotel management and hotel
ownership, insurance, transport, infrastructure, logistics and car park management.

The SHKP Group’s recurrent income base is mainly generated from its rental income. For the
financial year ended 30 June 2026, the SHKP Group’s total gross rental income amounted to HK$24,987
million (US$3,203 million).

Gross Rental Income*
(Financial year ended 30 June)

26,000 25,077 24,991 24,461 24,987
23,682 24,214 24,791 24,810 24,322
24,000
21,897
22,000 21,036
19,681
20,000 18,489
18,000
16,019
16,000 14,444
HK$ (million)




14,000 12,609
12,000
10,000
8,000
6,000
4,000
2,000
0
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Financial Year




* Including contributions from associates and joint ventures.



– 98 –
BUSINESS STRATEGY


The SHKP Group’s business strategy is:


(1) to continue focusing on property development in Hong Kong, both for sale and investment, by:


• maintaining a well-diversified land bank for development and investment;


• strengthening its brand name by focusing on the development of high-quality products
and offering premium customer services;


• focusing on both asset turnover and growing recurrent income;


• maintaining a vertically integrated structure to facilitate control of product quality, timing
and costs; and


• enhancing property value through sophisticated planning, better designs and the use of
the latest technology;


(2) to expand the property business on the Mainland by:


• maintaining highly selective and focused approach to investments;


• developing landmark and high-quality projects for sale and investment in the major cities
on the Mainland; and


• extending its strong brand name in Hong Kong to Mainland;


(3) in relation to other businesses:


• maintaining a core portfolio of infrastructure and other businesses; and


• capturing business opportunities that provide synergy with the SHKP Group’s core
business; and


(4) to maintain a prudent policy on financial management including high liquidity and low gearing.


(5) to integrate Environmental, Social and Governance (“ESG”) elements into property
development and management operations, creating sustainable value for stakeholders and the
communities in which the SHKP Group operates.




– 99 –
OWNERSHIP AND CAPITAL STRUCTURE

As at 30 June 2026, the Guarantor had a total of 2,897,780,274 ordinary shares in issue.

As at 30 June 2026, substantial shareholders of the Guarantor and other persons (other than directors
or chief executives of the Guarantor) who had interests or short positions in the shares or underlying shares
of the Guarantor which would fall to be disclosed to the Guarantor under the provisions of Divisions 2 and
3 of Part XV of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”), or which
were recorded in the register required to be kept by the Guarantor under Section 336 of the SFO, or which
were notified to the Guarantor, were as follows:

Number of shares held

Corporate
Personal interests interests (interests Per cent. of issued
(held as of controlled voting shares as at
beneficial owner) corporation) Other interests Total 30 June 2026


(i) Substantial shareholders
HSBC Trustee (C.I.) Limited . . . . . . – – 1,336,346,743(1)(2) 1,336,346,743 46.12
Kwong Siu-hing . . . . . . . . . . . 25,024 – 815,127,737(1a)(2) 815,152,761 28.13
Adolfa Limited (“Adolfa”) . . . . . . . 237,517,323 102,575,766 – 340,093,089(2)(3)(6) 11.74
Bertana Limited (“Bertana”) . . . . . . 237,517,324 102,575,766 – 340,093,090(2)(4)(6) 11.74
Cyric Limited (“Cyric”) . . . . . . . . 237,517,324 102,575,766 – 340,093,090(2)(5)(6) 11.74

(ii) Other persons
Highvern Cayman Limited . . . . . . . – – 253,491,701(7) 253,491,701 8.75
Kwok Kai-ho, Jonathan . . . . . . . . – – 232,332,798(7) 232,332,798 8.02
Islington Holdings Limited . . . . . . . – 217,334,625(1b) – 217,334,625 7.50
(1c)
Thriving Talent Limited . . . . . . . . 195,542,095 – – 195,542,095 6.75
Thriving Talent Holdings Limited . . . . – 195,542,095(1c) – 195,542,095 6.75
(1b)
Rosy Result Limited. . . . . . . . . . 189,909,095 – – 189,909,095 6.55
Asporto Limited . . . . . . . . . . . 187,357,707(7a) – – 187,357,707 6.47


Notes:

(1) (a) Madam Kwong Siu-hing was deemed to be interested in 815,127,737 shares in the Guarantor by virtue
of her being a founder of certain discretionary trusts for the purpose of Part XV of the SFO. These shares
formed part of the shares in the Guarantor in which HSBC Trustee (C.I.) Limited was deemed to be
interested by virtue of it being the trustee of certain discretionary trusts and were therefore duplicated
between these two substantial shareholders.

(b) In addition to the deemed interests as stated in Note (1a) above, HSBC Trustee (C.I.) Limited was deemed
to be interested in 217,334,625 shares in the Guarantor by virtue of it being the trustee of a discretionary
trust for the purpose of Part XV of the SFO. These shares represented the same interests held by Islington
Holdings Limited and were therefore duplicated between them. Of these shares, 189,909,095 shares were
held through Rosy Result Limited (which was 40% owned by Islington Holdings Limited) and were
therefore duplicated amongst HSBC Trustee (C.I.) Limited, Islington Holdings Limited and Rosy Result
Limited.

The 217,334,625 shares in the Guarantor as disclosed in the above paragraph were the same shares in the
Guarantor included in “other interests” of Messrs. Kwok Ping-luen, Raymond, Kwok Kai-wang,
Christopher and Kwok Ho-lai, Edward as disclosed in the table under the section headed “Directors’ and
Chief Executives’ Interests” on pages 131 and 132, and were therefore duplicated amongst them.

(c) HSBC Trustee (C.I.) Limited was deemed to be interested in 219,247,771 shares in the Guarantor by
virtue of it being the trustee of certain discretionary trusts for the purpose of Part XV of the SFO. Of these
shares, 195,542,095 shares represented the same interests held by Thriving Talent Limited (which was a
wholly-owned subsidiary of Thriving Talent Holdings Limited) and were therefore duplicated amongst
them.

The 219,247,771 shares in the Guarantor as disclosed in the above paragraph were the same shares in the
Guarantor included in “other interests” of Mr. Kwok Kai-fai, Adam as disclosed in the table under the
section headed “Directors’ and Chief Executives’ Interests” on pages 131 and 132, and were therefore
duplicated between them.


– 100 –
(d) HSBC Trustee (C.I.) Limited was deemed to be interested in 84,635,610 shares in the Guarantor by virtue
of it being the trustee of certain discretionary trusts for the purpose of Part XV of the SFO. Of these
shares, 21,158,903 shares, 21,158,902 shares and 21,158,903 shares were the same shares in the
Guarantor included in “other interests” of Messrs. Kwok Kai-fai, Adam, Kwok Kai-wang, Christopher
and Kwok Ho-lai, Edward respectively as disclosed in the table under the section headed “Directors’ and
Chief Executives’ Interests” on pages 131 and 132, and were therefore duplicated between HSBC Trustee
(C.I.) Limited and each of these respective Directors.

The 21,158,902 shares and 21,158,903 shares deemed to be interested by Messrs. Kwok Kai-wang,
Christopher and Kwok Ho-lai, Edward respectively as disclosed in the above paragraph were also deemed
to be interested by Mr. Kwok Ping-luen, Raymond and such shares were also the same shares in the
Guarantor included in “other interests” of Mr. Kwok Ping-luen, Raymond as disclosed in the table under
the section headed “Directors’ and Chief Executives’ Interests” on pages 131 and 132. Therefore, the
21,158,902 shares above were duplicated amongst HSBC Trustee (C.I.) Limited, Mr. Kwok Ping-luen,
Raymond and Mr. Kwok Kai-wang, Christopher, whereas the 21,158,903 shares above were duplicated
amongst HSBC Trustee (C.I.) Limited, Mr. Kwok Ping-luen, Raymond and Mr. Kwok Ho-lai, Edward.

(e) HSBC Trustee (C.I.) Limited was also deemed to be interested in 1,000 shares in the Guarantor by virtue
of it being the trustee of certain trusts for the purpose of Part XV of the SFO.

(2) Of the respective shares in the Guarantor held by Adolfa, Bertana and Cyric, 102,575,766 shares were held
through a corporation of which each of Adolfa, Bertana and Cyric was interested in one-third of the entire issued
share capital. These 102,575,766 shares represented the same interests and were therefore duplicated amongst
these companies. Further, the respective shares held by Adolfa, Bertana and Cyric formed part of the shares in
the Guarantor in which each of Madam Kwong Siu-hing and HSBC Trustee (C.I.) Limited was deemed to be
interested.

(3) These shares were the same shares in the Guarantor included in “other interests” of Mr. Kwok Kai-chun,
Geoffrey as disclosed in the table under the section headed “Directors’ and Chief Executives’ Interests” on pages
131 and 132, and were therefore duplicated between them.

(4) These shares were the same shares in the Guarantor included in “other interests” of Mr. Kwok Kai-fai, Adam
as disclosed in the table under the section headed “Directors’ and Chief Executives’ Interests” on pages 131 and
132, and were therefore duplicated between them.

(5) These shares were the same shares in the Guarantor included in “other interests” of Messrs. Kwok Ping-luen,
Raymond, Kwok Kai-wang, Christopher and Kwok Ho-lai, Edward as disclosed in the table under the section
headed “Directors’ and Chief Executives’ Interests” on pages 131 and 132, and were therefore duplicated
amongst them.

(6) No disposal of shares in the Guarantor by the Kwok family had been involved despite the fact that the number
of shares that each of Adolfa, Bertana and Cyric was deemed to be interested in had dropped as compared with
the situation as disclosed in the 2025/26 Interim Report of the Guarantor. The reduction was purely technical
in nature as a result of certain internal restructuring of the family trusts and the total number of shares in which
the Kwok family was deemed to be interested had remained the same both before and after the internal
restructuring.

(7) (a) Highvern Cayman Limited was deemed to be interested in 211,173,896 shares in the Guarantor by virtue
of it being the trustee of certain trusts for the purpose of Part XV of the SFO. These shares represented
the same interests in which Mr. Kwok Kai-ho, Jonathan was deemed to be interested by virtue of him
being a beneficiary of certain trusts for the purpose of Part XV of the SFO and were therefore duplicated
between them. Of these shares, 187,357,707 shares represented the same interests held by Asporto
Limited and were therefore duplicated amongst them.

The 211,173,896 shares in the Guarantor as disclosed in the above paragraph were the same shares in the
Guarantor included in “other interests” of Mr. Kwok Kai-chun, Geoffrey as disclosed in the table under
the section headed “Directors’ and Chief Executives’ Interests” on pages 131 and 132, and were therefore
duplicated amongst them.

(b) In addition to the deemed interests as stated in Note (7a) above, Highvern Cayman Limited was deemed
to be interested in 42,317,805 shares in the Guarantor by virtue of it being the trustee of certain trusts
for the purpose of Part XV of the SFO. Of these shares, 21,158,902 shares and 21,158,903 shares
represented the same interests in which each of Mr. Kwok Kai-ho, Jonathan and Mr. Kwok Kai-chun,
Geoffrey was respectively deemed to be interested by virtue of them being beneficiaries of certain trusts
for the purpose of Part XV of the SFO and were therefore duplicated between Highvern Cayman Limited
and each of Mr. Kwok Kai-ho, Jonathan and Mr. Kwok Kai-chun, Geoffrey respectively. The above
21,158,903 shares deemed to be interested by Mr. Kwok Kai-chun, Geoffrey were the same shares in the
Guarantor included in “other interests” of Mr. Kwok Kai-chun, Geoffrey as disclosed in the table under
the section headed “Directors’ and Chief Executives’ Interests” on pages 131 and 132.


Save as disclosed above, as at 30 June 2026, there were no other persons (other than directors or
chief executives of the Guarantor) who had interests or short positions in the shares or underlying shares
of the Guarantor which would fall to be disclosed to the Guarantor under the provisions of Divisions 2 and
3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Guarantor under
Section 336 of the SFO, or which were notified to the Guarantor.


– 101 –
Financial Summary

SHKP’s consolidated financial performance over the last two financial years is summarised below
(the summary being unaudited but having been prepared based on information extracted or derived from
audited consolidated financial statements for the financial years ended 30 June 2025 and 2026):

Consolidated Income Statement

Financial Year ended 30 June

2026 2025 2026 (1) 2025 (1)

(HK$ million) (US$ million)


Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 94,194 79,721 12,076 10,221


Operating profit . . . . . . . . . . . . . . . . . . . . 25,144 26,078 3,224 3,343
Change in fair value of investment
properties . . . . . . . . . . . . . . . . . . . . . . . (366) (2,730) (47) (350)
Net finance costs . . . . . . . . . . . . . . . . . . . (1,910) (2,485) (245) (319)
Share of results of associates(2) . . . . . . . . . 189 194 24 25
Share of results of joint ventures(2) . . . . . . 4,893 3,696 627 474


Profit before taxation . . . . . . . . . . . . . . . 27,950 24,753 3,583 3,173
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . (5,948) (4,869) (763) (624)


Profit for the year . . . . . . . . . . . . . . . . . . 22,002 19,884 2,820 2,549
Non-controlling interests . . . . . . . . . . . . . . (576) (607) (74) (78)


Profit attributable to the Company’s
shareholders . . . . . . . . . . . . . . . . . . . . . 21,426 19,277 2,746 2,471
Underlying profit attributable to
the Company’s shareholders(3) . . . . . . . 22,850 21,855 2,929 2,802


Financial Year ended 30 June

2026 2025 2026 (1) 2025 (1)

(HK$) (US$)


Earnings per share (underlying)
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.89 7.54 1.01 0.97
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . 7.89 7.54 1.01 0.97
Dividends per share(4) . . . . . . . . . . . . . . . 3.91 3.75 0.50 0.48


Notes:

(1) Based on the foreign exchange rate of U.S.$1.00 = HK$7.80.

(2) Including increase in fair value of investment properties net of deferred tax of HK$1,266 million (US$162 million)
(2025: increase in fair value of investment properties net of deferred tax of HK$1,259 million (US$161 million)).

(3) Underlying profit attributable to the Company’s shareholders excluded the net effect of change in fair value of
investment properties.

(4) Dividends for the financial year ended 30 June 2026 included a proposed final dividend of HK$2.93 per share, which
will be put forward for shareholders’ approval at the annual general meeting.



– 102 –
Consolidated Statement of Financial Position

As at 30 June

2026 2025 2026 (1) 2025 (1)

(HK$ million) (US$ million)


Investment properties . . . . . . . . . . . . . . . . 428,505 417,045 54,936 53,467
Property, plant and equipment . . . . . . . . . . 51,636 50,689 6,620 6,499
Investments and loans . . . . . . . . . . . . . . . . 112,465 109,608 14,418 14,052
Intangible assets . . . . . . . . . . . . . . . . . . . . 3,525 3,839 452 492
Net current assets . . . . . . . . . . . . . . . . . . . 156,356 165,620 20,046 21,233


752,487 746,801 96,472 95,743
Deduct:
Non-current liabilities . . . . . . . . . . . . . . . . 113,763 124,427 14,585 15,952


Total net assets . . . . . . . . . . . . . . . . . . . . 638,724 622,374 81,887 79,791


Representing:
Share capital . . . . . . . . . . . . . . . . . . . . . . 70,703 70,703 9,064 9,064
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . 563,233 547,148 72,209 70,147
Non-controlling interests . . . . . . . . . . . . . . 4,788 4,523 614 580


Total equity. . . . . . . . . . . . . . . . . . . . . . . 638,724 622,374 81,887 79,791



Note:

(1) Based on the foreign exchange rate of U.S.$1.00 = HK$7.80.




– 103 –
Corporate Structure (As at 30 June 2026)


Sun Hung Kai
Properties Limited (the Guarantor)(1)




Hong Kong Mainland




Property Telecoms & Transportation,
Property Property Property Property
Related Information Infrastructure
Development Investment Development Investment
Businesses Technology & Logistics




17.2 million 39.2 million 38.2 million 26.5 million sq.ft.
sq.ft. under sq.ft. completed SmarTone(1) Wilson Group
sq.ft. under completed
Hotels
development(2) properties(3) 73.24% 100% properties(3)
development(2)




Air Transport
Property SUNeVision(1)
and
Management 73.24%
Logistics Business




Construction Port Business




Insurance
and Mortgage YATA
Services




Transport
International(1)
45.24%




Notes:

(1) Listed on the Main Board of the Hong Kong Stock Exchange.

(2) A majority are for sale.

(3) An overwhelming majority are rental and long-term investment purposes.


Business

The SHKP Group is engaged principally in property development and investment in Hong Kong and
on the Mainland and develops high-quality and large-scale properties for sale and investment in the
residential, retail, office, hotel and industrial sectors. The SHKP Group also has non-property interests in
Hong Kong, principally in the information technology, telecommunications, transportation, infrastructure
and logistics sectors. Other business activities in Hong Kong include construction, property management,
hotels, insurance and car park management.

The SHKP Group had total assets of HK$817,750 million (US$104,840 million) as at 30 June 2026
and recorded underlying profit attributable to shareholders excluding the effect of fair value changes on
investment properties of HK$22,850 million (US$2,929 million) for the financial year ended 30 June
2026.


– 104 –
The tables below show an analysis of the revenue and results of the Guarantor and its subsidiaries
and its share of associates and joint ventures for each of the two financial years ended 30 June 2026 and
2025 by reportable and operating segments.

For the year ended 30 June 2026

The Guarantor Associates and
and its subsidiaries joint ventures

Share of Share of Combined Consolidated
Revenue Results(1) Revenue Results (1) Revenue Results (1)

(HK$ million)


Property development
Hong Kong . . . . . . . . . . 44,127 4,614 10 8 44,137 4,622
Mainland . . . . . . . . . . . 4,392 2,148 5,662 1,522 10,054 3,670
48,519 6,762 5,672 1,530 54,191 8,292
Property rental
Hong Kong . . . . . . . . . . 14,934 10,702 2,769 2,118 17,703 12,820
Mainland . . . . . . . . . . . 5,136 4,184 1,359 983 6,495 5,167
Singapore . . . . . . . . . . . – – 789 584 789 584
20,070 14,886 4,917 3,685 24,987 18,571
Hotel operations . . . . . . . . 4,545 538 915 190 5,460 728
SmarTone
(Telecommunications) . . . 6,604 749 – – 6,604 749
Transport infrastructure and
logistics . . . . . . . . . . . . 3,656 626 4,357 425 8,013 1,051
SUNeVision (Data centre) . . 3,117 1,624 – – 3,117 1,624
Other businesses . . . . . . . . 7,683 1,124 50 24 7,733 1,148


94,194 26,309 15,911 5,854 110,105 32,163


Other net income. . . . . . . . 788 158 946
Unallocated administrative
expenses. . . . . . . . . . . . (1,953) – (1,953)


Operating profit . . . . . . . . 25,144 6,012 31,156
Change in fair value of
investment properties . . . (366) 1,345 979
Net finance costs. . . . . . . . (1,910) (606) (2,516)


Profit before taxation . . . . . 22,868 6,751 29,619
Taxation
Group . . . . . . . . . . . . . (5,948) – (5,948)
Associates. . . . . . . . . . . – (47) (47)
Joint ventures . . . . . . . . – (1,622) (1,622)


Profit for the year . . . . . . . 16,920 5,082 22,002



Note:

(1) Segment results is segment revenue less segment expenses.



– 105 –
For the year ended 30 June 2026(1)

The Guarantor Associates and
and its subsidiaries joint ventures

Share of Share of Combined Consolidated
Revenue Results(2) Revenue Results (2) Revenue Results (2)

(US$ million)


Property development
Hong Kong . . . . . . . . . . 5,657 592 1 1 5,658 593
Mainland . . . . . . . . . . . 563 275 726 195 1,289 470
6,220 867 727 196 6,947 1,063
Property rental
Hong Kong . . . . . . . . . . 1,915 1,372 355 271 2,270 1,643
Mainland . . . . . . . . . . . 658 537 175 126 833 663
Singapore . . . . . . . . . . . – – 101 75 101 75
2,573 1,909 631 472 3,204 2,381
Hotel operations . . . . . . . . 583 69 117 24 700 93
SmarTone
(Telecommunications) . . . 847 96 – – 847 96
Transport infrastructure and
logistics . . . . . . . . . . . . 468 80 559 55 1,027 135
SUNeVision (Data centre) . . 400 208 – – 400 208
Other businesses . . . . . . . . 985 144 6 3 991 147


12,076 3,373 2,040 750 14,116 4,123


Other net income. . . . . . . . 101 20 121
Unallocated administrative
expenses. . . . . . . . . . . . (250) – (250)


Operating profit . . . . . . . . 3,224 770 3,994
Change in fair value of
investment properties . . . (47) 172 125
Net finance costs. . . . . . . . (245) (77) (322)


Profit before taxation . . . . . 2,932 865 3,797
Taxation
Group . . . . . . . . . . . . . (763) – (763)
Associates. . . . . . . . . . . – (6) (6)
Joint ventures . . . . . . . . – (208) (208)


Profit for the year . . . . . . . 2,169 651 2,820



Notes:

(1) Based on the foreign exchange rate of U.S.$1.00 = HK$7.80.

(2) Segment results is segment revenue less segment expenses.




– 106 –
For the year ended 30 June 2025

The Guarantor Associates and
and its subsidiaries joint ventures

Share of Share of Combined Consolidated
Revenue Results(1) Revenue Results (1) Revenue Results (1)

(HK$ million)


Property development
Hong Kong . . . . . . . . . . 26,139 3,200 – – 26,139 3,200
Mainland . . . . . . . . . . . 7,741 4,807 676 283 8,417 5,090
33,880 8,007 676 283 34,556 8,290
Property rental
Hong Kong . . . . . . . . . . 14,883 10,900 2,648 2,056 17,531 12,956
Mainland . . . . . . . . . . . 4,972 3,992 1,201 872 6,173 4,864
Singapore . . . . . . . . . . . – – 757 572 757 572
19,855 14,892 4,606 3,500 24,461 18,392
Hotel operations . . . . . . . . 4,416 486 834 129 5,250 615
SmarTone
(Telecommunications) . . . 6,253 752 – – 6,253 752
Transport infrastructure and
logistics . . . . . . . . . . . . 4,441 1,188 4,181 478 8,622 1,666
SUNeVision (Data centre) . . 2,938 1,489 – – 2,938 1,489
Other businesses . . . . . . . . 7,938 959 101 25 8,039 984


79,721 27,773 10,398 4,415 90,119 32,188


Other net income/(loss) . . . 288 (192) 96
Unallocated administrative
expenses. . . . . . . . . . . . (1,983) – (1,983)


Operating profit . . . . . . . . 26,078 4,223 30,301
Change in fair value of
investment properties . . . (2,730) 1,173 (1,557)
Net finance costs. . . . . . . . (2,485) (678) (3,163)


Profit before taxation . . . . . 20,863 4,718 25,581
Taxation
Group . . . . . . . . . . . . . (4,869) – (4,869)
Associates. . . . . . . . . . . – (54) (54)
Joint ventures . . . . . . . . – (774) (774)


Profit for the year . . . . . . . 15,994 3,890 19,884



Note:

(1) Segment results are segment revenue less segment expenses.




– 107 –
For the year ended 30 June 2025(1)

The Guarantor Associates and
and its subsidiaries joint ventures

Share of Share of Combined Consolidated
Revenue Results(2) Revenue Results (2) Revenue Results (2)

(US$ million)


Property development
Hong Kong . . . . . . . . . . 3,351 410 – – 3,351 410
Mainland . . . . . . . . . . . 992 617 87 36 1,079 653
4,343 1,027 87 36 4,430 1,063
Property rental
Hong Kong . . . . . . . . . . 1,908 1,397 339 264 2,247 1,661
Mainland . . . . . . . . . . . 638 512 154 112 792 624
Singapore . . . . . . . . . . . – – 97 73 97 73
2,546 1,909 590 449 3,136 2,358
Hotel operations . . . . . . . . 566 62 107 17 673 79
SmarTone
(Telecommunications) . . . 802 96 – – 802 96
Transport infrastructure and
logistics . . . . . . . . . . . . 569 152 536 61 1,105 213
SUNeVision (Data centre) . . 377 191 – – 377 191
Other businesses . . . . . . . . 1,018 123 13 3 1,031 126


10,221 3,560 1,333 566 11,554 4,126


Other net income/(loss) . . . 37 (25) 12
Unallocated administrative
expenses. . . . . . . . . . . . (254) – (254)


Operating profit . . . . . . . . 3,343 541 3,884
Change in fair value of
investment properties . . . (350) 150 (200)
Net finance costs. . . . . . . . (319) (86) (405)


Profit before taxation . . . . . 2,674 605 3,279
Taxation
Group . . . . . . . . . . . . . (624) – (624)
Associates. . . . . . . . . . . – (7) (7)
Joint ventures . . . . . . . . – (99) (99)


Profit for the year . . . . . . . 2,050 499 2,549



Notes:

(1) Based on the foreign exchange rate of U.S.$1.00 = HK$7.80.

(2) Segment results are segment revenue less segment expenses.




– 108 –
Land Bank


The SHKP Group adopts a diversified policy in its property development and investment activities
in Hong Kong and on the Mainland.


As at 30 June 2026, the SHKP Group owned a land bank in Hong Kong totalling 56.4 million square
feet in terms of attributable gross floor area, of which 17.2 million square feet were properties under
development. An overwhelming majority of the remaining portion was comprised of completed properties
for rental and long-term investment purposes.


Composition of Land Bank in Hong Kong
(As at 30 June 2026)


69%
Completed
Properties(1)(2)
(39.2 million sq.ft.) 31%
Properties under
Development
(17.2 million sq.ft.)




The SHKP Group’s Mainland land bank amounted to 64.7 million square feet in terms of attributable
gross floor area as at 30 June 2026, mainly consisting of 38.2 million square feet of properties under
development. The remaining 26.5 million square feet are mostly completed properties for rental and
long-term investment purposes.


Composition of Mainland Land Bank
(As at 30 June 2026)


41%
Completed
Properties(1)
(26.5 million sq.ft.) 59%
Properties under
Development
(38.2 million sq.ft.)




Notes:

(1) An overwhelming majority are for rental and long-term investment purposes.

(2) Completion refers to the issue of the Certificate of Compliance or the consent to assign for the financial year ended
30 June 2026. A Certificate of Compliance is issued by the Lands Department of the Hong Kong SAR Government
to the registered owners when all the positive obligations imposed under the General and Special Conditions of the
land grant/sale documents have been complied with to the satisfaction of the Director of Lands in Hong Kong.



– 109 –
Property Development in Hong Kong

The SHKP Group’s property development operations are vertically integrated, with in-house
capabilities in architectural design, construction, project management, engineering, sales and marketing
and property management. In-house skills and services are used to the extent possible for the SHKP
Group’s activities.

The SHKP Group believes that vertical integration enables it effectively to complete quality projects
within budget and according to development schedules. The SHKP Group also provides quality after-sales
services such as property management and car park management which form part of the SHKP Group’s
recurrent income source.

Revenue from property sales, including revenue from joint-venture projects, in the financial years
ended 30 June 2025 and 2026 was HK$26,139 million (US$3,351 million) and HK$44,137 million
(US$5,658 million) in Hong Kong, respectively. The SHKP Group achieved contracted sales of about
HK$38,100 million (US$4,885 million) for the year in attributable terms.

In the financial year ended 30 June 2026, the SHKP Group completed(1) a total attributable gross
floor area of about 4.3 million square feet in Hong Kong.

In the financial year ending 30 June 2027, the SHKP Group expects to complete(1) residential
projects with an aggregate attributable gross floor area of 1.5 million square feet as well as 1.3 million
square feet of non-residential projects. During the financial year ending 30 June 2028, the SHKP Group
expects to complete (1) a total attributable gross floor area of 2.7 million square feet of which 2.1 million
square feet will be residential properties.

Of the 17.2 million square feet of property under development as at 30 June 2026, residential
properties represented 73 per cent. of the gross floor area, offices 13 per cent., industrial 1 per cent.,
shopping centres 10 per cent., and data centre 3 per cent. In terms of geographical location, the SHKP
Group’s developments (by gross floor area) are predominantly located in the New Territories (83 per cent.)
and Kowloon (17 per cent.).

Properties Under Development in Hong Kong(2)
(As at 30 June 2026)

Shopping Industrial
Centre/Shops 1% Data Centre
10%
3% Kowloon
17%
Office
13%
New
Territories
83%



Residential
73%




Notes:

(1) Completion refers to the issue of the Certificate of Compliance or the consent to assign for the financial year ended
30 June 2026, financial year ending 30 June 2027 and financial year ending 30 June 2028. A Certificate of Compliance
is issued by the Lands Department of the Hong Kong SAR Government to the registered owners when all the positive
obligations imposed under the General and Special Conditions of the land grant/sale documents have been complied
with to the satisfaction of the Director of Lands in Hong Kong.

(2) Refer to projects which have yet obtained the Certificate of Compliance or the consent to assign.



– 110 –
Property Investment in Hong Kong

The SHKP Group owns 39.2 million square feet of completed properties in Hong Kong with an
overwhelming majority of properties available for rental and long-term investment purposes. The
completed properties are diversified in terms of location and usage, including shopping centres/shops
(representing 34 per cent. of the gross floor area of the completed property portfolio at 30 June 2026),
offices (31 per cent.), residential properties (11 per cent.), industrial space(1) (8 per cent.), data centre (4
per cent.) and hotels (12 per cent.). In terms of geographical location, the SHKP Group’s completed
properties (by attributable gross floor area) are located in the New Territories (42 per cent.) with the
remaining being on Hong Kong Island (20 per cent.) and in Kowloon (38 per cent.).

Completed Properties(2) in Hong Kong
(As at 30 June 2026)

Shopping
Centre/Shops Kowloon
Office 34% 38%
31%


New Territories
42%
Hotel
12%

Residential Industrial(1)
11% 8%
Hong Kong
Data Centre Island
4% 20%


Notes:

(1) Include industrial/office premises, godowns.

(2) An overwhelming majority are for rental and long-term investment purposes.


The SHKP Group’s recurring rental income in Hong Kong during the year ended 30 June 2026,
inclusive of contributions from joint ventures and associates, increased 1 per cent. year-on-year to
HK$17,703 million (US$2,270 million). The overall average occupancy of this diversified property
investment portfolio for the year remained at about 92 per cent.

Gross Rental Income in Hong Kong by Sector(1)
(Financial year ended 30 June 2026)

Others: 9%(2)

Residential 8%



32%
Office
51%
Shopping Centre/
Shops




Notes:

(1) Include contributions from associates and joint ventures.

(2) Include industrial properties and car parks.



– 111 –
The SHKP Group aims to create sustainable value for its property investment portfolio through a
variety of approaches, including enhancing the standards and practices in the Environmental, Social and
Governance (“ESG”) matters. The SHKP Group aims to achieve Leadership in Energy and Environmental
Design (“LEED”) certification for all its major new investment properties. In particular, the SHKP Group
has targeted to obtain LEED Gold or Platinum ratings for its core commercial projects under development,
such as High Speed Rail West Kowloon Terminus and Mong Kok Commercial Complex. Moreover, the
SHKP Group is constantly reviewing its existing rental properties to look for areas of environmental
performance enhancements.

Retail portfolio

During the year, Hong Kong’s retail sales continued to recover despite ongoing transformation of the
sector. Through rapid adaptation to market trends and ongoing refinement of tenant mix, the Group’s retail
portfolio captured the strong demand for jewellery and watches and achieved an increase in tenant sales
with the latest occupancy reaching 95%. In particular, the Group’s malls in tourist districts outperformed
others in the portfolio, driven by sustained growth in inbound tourism. MOKO, next to MTR Mong Kok
East Station, strengthened its youthful tenant mix by attracting stores debuting in the city or in Kowloon.
IFC Mall in Central introduced additional international high-end brands and flagship stores, while
thematic pop-up stores were frequently organized at the two malls to bring novelty.

The opening of new malls has expanded the Group’s recurring income base. The rebranded mall in
Kowloon East, The ANGLE, is opening in phases across roughly 500,000 square feet of gross floor area.
With a curated mix of dining, anime, and pet-centric offerings, the mall is set to attract a new generation
of customers while serving both residents and the district’s sizeable working population. Highlights
include a Hong Kong-exclusive flagship concept store that blends anime merchandise with interactive
gaming, adding a unique experiential dimension to the mall. Several well-received local restaurants also
established their first Kowloon East branches in the mall. The 220,000-square-foot Cullinan Sky Mall,
which is directly connected to MTR Kai Tak Station, began its phased opening in late 2025. The
destination presents a curated selection of F&B offerings, including alfresco dining and convenient
grab-and-go choices, complemented by a vibrant mix of lifestyle and entertainment experiences.

The Group also strives to enhance customer loyalty via its integrated membership programme The
Point. With over 3.4 million members, The Point registered a 27% year-on-year growth in overall member
spending during the year, alongside higher member satisfaction levels. VIP programme The Point Gold
recorded an even stronger growth in member spending and an almost 40% jump in membership. The Group
has further enhanced exclusive privileges for Gold members, which include priority queuing at restaurants
and access to mega events. In view of the enthusiastic reception of its first VIP lounge, the Group will
introduce more lounges in new and existing malls, including YOHO Mall in Yuen Long by the end of 2026
and Stage IGC in West Kowloon in 2027. The Point also collaborated with tenants to launch new
marketing initiatives, including live streaming on its app.

To cultivate a hassle-free, one-stop retail experience, the Group has introduced services that enhance
convenience for visitors travelling by car. In addition to contactless parking, the Group provides Electric
Vehicle (EV) fast charging service to The Point members at reasonable rates across 18 districts. To further
enhance services for members, the total number of these fast chargers will be increased from the current
120 to over 140 by the end of 2026. The Point Gold members are entitled to free reservations for the fast
charging service and additional hours of free parking at the Group’s malls.

The Group’s shopping malls organize activities at their indoor and outdoor public spaces to attract
footfall and encourage longer stay by visitors, strengthening their role as district hubs. New Town Plaza
in Sha Tin hosted large-scale themed events in its atrium, including a pop-up store with a play area in
collaboration with an international toy brand. APM in Kwun Tong broadcast all World Cup 2026 games
live in its atrium. Coffee fairs, family-oriented experiences and sports activities are organized at other
malls, such as a large-scale pickleball tournament at East Point City in Tseung Kwan O. The malls also
regularly upgrade their facilities and services, including the introduction of more pet-friendly features.


– 112 –
Office portfolio

Over the years, the Group has placed great emphasis on advancing the strategic development of West
Kowloon, one of the few locations in the world where a comprehensive transport system combines with
top-tier commercial developments in the city centre. During the year, the completion of International
Gateway Centre (IGC), a world-class project atop the High Speed Rail West Kowloon Terminus,
constitutes a key expansion of the Group’s commercial portfolio in the area. The development also
represents an important milestone in furthering West Kowloon’s transformation into a unique hub of
financial services, wealth and asset management, art and culture, retail, leisure and entertainment.

IGC, a gateway connecting Hong Kong with the Chinese Mainland and the world, comprises two
pairs of interconnected towers that offer about 2.5 million square feet of super Grade-A office space and
a podium mall that provides about 624,000 square feet of retail space. IGC’s direct connection to Hong
Kong’s only high-speed rail station and convenient access to four MTR lines, including the Airport
Express, offer unparalleled air-plus-rail connectivity. The project’s accessibility is expected to be further
enhanced by a 1.5-kilometre Sky Walk connecting it to the surrounding communities and the West
Kowloon harbourfront.

The Group holds an approximately 44.6% interest in IGC’s office portion as a long-term investment,
while the remaining interest is held by two long-term strategic partners. The development redefines the
next-generation workspace through the creation of an innovative workplace ecosystem that integrates
smart technology, sustainability and lifestyle. Transforming traditional offices into connected, service-
driven environments, the new office towers help enhance operational efficiency while fostering the
well-being of tenants. The fluid design by ZHA Architects seamlessly integrates the buildings with over
200,000 square feet of greenery. Innovative technologies maximize energy efficiency, maintain a
comfortable environment, and create a contactless and personalized experience for tenants. These features
have made IGC one of the most sustainable buildings globally, having achieved 10 major green building
accreditations, including the highest level of LEED, WELL and BEAM Plus. In addition, IGC offers the
largest office floor plates across Hong Kong, with high flexibility and efficiency to accommodate diverse
configurations for collaboration and meeting of minds.

These credentials have positioned IGC as an ideal choice for major corporations looking for
unrivalled connectivity with the Chinese Mainland and the world. A 14-storey office tower was handed
over to anchor tenant UBS in early 2026. Renowned insurance companies and multinational corporations,
including AXA, have also committed to leasing part of the office space, with tenants gradually taking
possession of the properties.

In addition to its new developments, the Group manages a sizable portfolio of completed properties.
Its office portfolio continued to benefit from the gradual recovery in Hong Kong’s office leasing market
during the year. Overall occupancy remained stable. Driven by active IPO and financial market activities,
the two IFC towers in Central achieved an occupancy of close to 100%. ICC in West Kowloon maintained
a high occupancy of about 92%, supported by new leases from multinational and Mainland corporates, as
well as in-house expansion from wealth management firms. Amid keen competition in Kowloon East, the
Group is planning asset enhancements for its Millennium City cluster to improve connectivity and
amenities.


Residential & Suites


Amid a continued inflow of talent and executives, the Group’s residential rental portfolio achieved
an increase in rental income during the year. In addition to the leasing of traditional luxury properties, the
Group targets young talent with its TOWNPLACE properties, which continued to achieve encouraging
performance with high occupancies. TOWNPLACE also started collaborating with The Point to introduce
benefits for guests, further enhancing the comprehensiveness of the Group’s loyalty ecosystem.
Renovation and upgrades at Vega Suites in Tseung Kwan O were completed during the year, enabling it
to better accommodate long-stay guests.



– 113 –
Property Development on the Mainland


Revenue from property sales, including revenue from joint-venture projects, on the Mainland by the
SHKP Group in the financial year ended 30 June 2026 was HK$10,054 million (US$1,289 million).


In the financial year ended 30 June 2026, the SHKP Group completed projects with an aggregate
gross floor area of about 6.0 million square feet of attributable gross floor area of properties on the
Mainland.


In the financial year ending 30 June 2027, the SHKP Group expects to complete residential projects
with an aggregate attributable gross floor area of 0.3 million square feet as well as 4.5 million square feet
of non-residential properties. During the financial year ending 30 June 2028, the SHKP Group expects to
complete a total attributable gross floor area of 75,000 square feet of properties.


Of the 38.2 million square feet of property under development as at 30 June 2026, residential
properties represented 43 per cent., offices represented 32 per cent., shopping centres/shops represented
22 per cent. and hotels represented 3 per cent. of the gross floor area, respectively.


Properties Under Development on the Mainland
(As at 30 June 2026)

Hotel Shanghai
3% 9%
Office Chengdu
32% 10%
Other Yangtze
River Delta
(YRD) Cities
Residential 11%
43%


Other Greater
Shopping Guangzhou
Bay Area Cities(1)
Centre/Shops 42%
28%
22%



Note:

(1) Excluding Hong Kong.




– 114 –
Property Investment on the Mainland

Completed Properties on the Mainland(1)
(As at 30 June 2026)

Guangzhou
8%
Residential Chengdu
Beijing 3%
8%
7%
Other Greater Bay
Area Cities(2)
6%
Shopping
Office
Centre/Shops Shanghai
44%
38% 48%

Other YRD
Cities
28%

Hotel
10%




Notes:

(1) An overwhelming majority are for rental and long-term investment purposes.

(2) Excluding Hong Kong.


The SHKP Group’s 26.5 million square feet portfolio of completed properties on the Mainland is
made up of shopping centres representing 38 per cent., offices representing 44 per cent., hotels
representing 10 per cent. and residential properties representing 8 per cent. of the gross floor area,
respectively.

Gross rental income from the SHKP Group’s Mainland property investment portfolio (including
associates and joint ventures) was HK$6,495 million (US$833 million) for the financial year ended 30
June 2026 compared to HK$6,173 million (US$792 million) for the financial year ended 30 June 2025.
Net rental income on the Mainland increased to HK$5,167 million (US$663 million) for the financial year
ended 30 June 2026 from HK$4,864 million (US$624 million) for the financial year ended 30 June 2025.

The SHKP Group owns a diverse portfolio of completed properties for investment purpose at prime
locations in major cities. With premium building specifications, outstanding green building standards and
easy access to public transportation, this portfolio continues to provide steady recurrent income for the
SHKP Group.

The Group’s property investment portfolio on the Chinese Mainland is comprised primarily of
premium integrated developments combining Grade-A offices, premium malls and high-end hotels in
prime locations with convenient transport access, professional property management and top-notch green
building credentials. This complementary ecosystem generates strong synergies among various
components, positioning the properties as best-in-class destinations that appeal to both discerning
consumers and high-calibre tenants.

Spanning about 10 million square feet of attributable gross floor area, the Group’s retail portfolio
represents a major driver of its Mainland rental income. During the year, the Group’s major malls saw
healthy growth in tenant sales. To align with changing consumer preferences, proactive strategies such as
tenant-mix refinements and layout reconfigurations were adopted. Shanghai IFC Mall in Pudong, Shanghai


– 115 –
further solidified its premium market positioning in the city by enriching its retail line-up with popular
tenants across segments, including fine jewellery and fragrances. IAPM in Puxi, Shanghai enhanced its
offerings of stylish, performance-driven sport brands through a pipeline of exclusive concepts from
renowned brands. Interactive pop-up events were held in collaboration with different sectors to diversify
its appeal, increase foot traffic and drive repeat visits.


The Group also formulated leasing strategies to capture different target customer segments. IGC mall
in Zhujiang New Town CBD of Guangzhou has become a wholly owned property of the Group following
the latest acquisition. With direct metro access, the mall cemented its status as a one-stop destination for
family-oriented leisure and shopping by leveraging its riverside setting to draw F&B first stores and
organize events in collaboration with the neighbouring community.


In addition, the Group incorporated extensive greenery into its malls and transformed their outdoor
space into vibrant destinations for events and social interaction. The joint-venture mall Parc Central in
Tianhe District, Guangzhou prioritized the introduction of city-first and national-debut stores and
restaurants. Its well-designed landscaped areas and open spaces became popular leisure spots, attracting
visitors through a wide variety of activities. Beijing APM in Wangfujing, Beijing introduced a new sky
garden in support of the city’s rooftop economy initiative. The garden provided outdoor leisure space for
office tenants and hosted diverse events that enrich shopper experience.


Although the Mainland office market remained challenging during the year, the Group’s landmark
Grade-A office towers such as Shanghai IFC capitalized on the flight-to-quality trend, sustaining
satisfactory occupancy levels. Completed in the first half of 2026, Tower B of ITC – the highest office
tower in Puxi, Shanghai at 370 metres – has likewise generated interest from prominent multinational and
domestic corporations.


As new projects come on stream, the Group’s property investment portfolio on the Chinese Mainland
will be further expanded, adding new sources of recurring income.


Gross Rental Income on the Mainland by Sector(1)(2)
(Financial year ended 30 June 2026)


5%
Others

26%
Office




69%
Shopping Centre/Shops




Notes:

(1) Including contributions from associates and joint ventures.

(2) Gross rental income in terms of RMB amounted to RMB5,796 million.




– 116 –
Property Related Business Activities


During the year ended 30 June 2026, the Group’s hotel portfolio in Hong Kong performed well,
benefitting from a continuing growth in international visitors and a vibrant calendar of mega events. In
particular, luxury hotels outperformed, recording increases in both occupancy and room rates. Four
Seasons Hotel Hong Kong delivered an outstanding performance, capitalizing on active IPO listings
alongside a series of international financial events and activities that attracted high-spending business
travellers.


The Group’s hotel management team remained proactive in enhancing asset value and capturing
market opportunities. The rebranding and comprehensive renovation of the property atop MTR Tseung
Kwan O Station into The Royal Garden Kowloon East stands as a prime example of the Group’s
commitment to proactive asset enhancement. Being the second Royal Garden hotel in the Group’s
portfolio following The Royal Garden Tsim Sha Tsui, the property is being transformed into an “Urban
Resort” tailor-made for pet-friendly and family travellers, featuring upgraded guest rooms, specialized
retreat villas, and suites with private terraces. The entire upgrading programme of 366 guest rooms is
scheduled for completion in the fourth quarter of 2026.


On the Chinese Mainland, the Group’s portfolio achieved further business growth, led by The
Ritz-Carlton Shanghai, Pudong, which registered an outstanding performance and record-high room rates
on the back of a sustained influx of foreign travellers. Performance of hotels in other key cities also
continued to improve. Conrad Guangzhou, now fully owned by the Group, achieved solid growth during
the year. Andaz Nanjing Hexi reinforced its market leadership in the region, while Four Seasons Hotel
Suzhou increased its occupancy through its distinctive lakeside appeal and attentive services. The portfolio
was further bolstered by the opening of Andaz Shanghai ITC in Xujiahui, Shanghai in March 2026, which
has steadily been ramping up its occupancy and setting a new standard for cosmopolitan-style living in the
city.


Other property related businesses of the SHKP Group include:


• premium property management services through SHKP’s wholly-owned subsidiaries, Kai
Shing Management Services Limited and Hong Yip Service Company Limited; and


• a construction division. The construction division participates actively in all stages of the
development process and places an emphasis on staff training and upgrading of its technology
for the enhancement of project management and improvement in operational efficiency.


Telecommunications, Information Technology, Transportation, Infrastructure and Logistics


The SHKP Group is currently engaged in some non-property related investments, principally in the
telecommunications, information technology, transportation, infrastructure and logistics businesses. These
non-property related investments are mostly located in Hong Kong.


Telecommunications


SmarTone Telecommunications Holdings Limited (“SmarTone”) is the telecommunication flagship
of the SHKP Group. It is a premium quality provider of communication services in Hong Kong. SmarTone
had a market capitalisation of approximately HK$5.4 billion (US$0.7 billion) based on the closing price
of its shares listed on the Hong Kong Stock Exchange as at 30 September 2026.


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Against an intensely competitive mobile market, SmarTone maintained a steady growth in
profitability during the year ended 30 June 2026. However, in the face of strong challenges, the company’s
total service revenue and ARPU for postpaid mobile business recorded slight decreases as compared to the
previous year. These indicated the need for the company to take actions to substantially strengthen its
business.

In times of severe competition and eroding ARPU, SmarTone will focus on initiatives that deliver
the most value to its subscribers. The company will continue to launch initiatives that enhance customers’
lives in the digital and AI world. The company is also committed to optimizing its operational efficiency
and cost control.

SmarTone takes pride in the fact that it has built a world-class mobile network in Hong Kong, for
Hong Kong. AI usage ramped up rapidly in various industries and the community over the past 12 months,
but what is often forgotten is that AI is heavily dependent on the mobile network to function. The Group
believes SmarTone’s network is a critical backbone for Hong Kong’s future technological development.
Hence the Group is committed to further enhancing and investing in the network to ensure customers fully
enjoy the benefits of digitization and AI. The Group remains confident in SmarTone’s long-term prospects
and will continue to hold the company as a long-term investment.

Information Technology

SUNeVision Holdings Ltd. (“SUNeVision”) is the technology infrastructure flagship of the SHKP
Group. SUNeVision had a market capitalisation of approximately HK$13.2 billion (US$1.7 billion) based
on the closing price of its shares listed on the Hong Kong Stock Exchange as at 30 September 2026.
iAdvantage Limited (“iAdvantage”), a wholly-owned subsidiary of SUNeVision, provides data centre
facilities and services.

During the year ended 30 June 2026, SUNeVision delivered a strong set of financial results,
supported by significant growth in demand for premium data centre infrastructure by both international
and Chinese customers in Hong Kong. High-specification data centre capacity, such as those in
SUNeVision’s portfolio, became highly attractive. The committed occupancy of MEGA IDC Phase 1 in
Tseung Kwan O has now exceeded 70%. In view of the strong pipeline for further capacity, SUNeVision
is accelerating the construction of the remaining phases of MEGA IDC – spanning a gross floor area of
approximately 700,000 square feet – to meet the demand.

While the current market presents compelling growth opportunities, SUNeVision will continue to
apply strict investment criteria and allocate capital selectively. SUNeVision’s objective is not simply to
expand, but to do so in a manner that delivers attractive returns and follows strict financial discipline. In
this market environment, the company will particularly focus on bringing high-quality tenant partners to
its premises, further reinforcing its already strong connectivity ecosystem. SUNeVision will continue to
invest for the future and contribute to the next generation of data centre technology and connectivity
networks of Hong Kong.

Transport, Infrastructure Operations and Management

Wilson Group, a wholly owned subsidiary of the Group, provides reliable transport infrastructure and
smart mobility solutions in Hong Kong and the Chinese Mainland. Committed to safety, premium services
and sustainability, the company recorded modest business growth during the year ended 30 June 2026.

SHKP owns a 45.24 per cent. stake in publicly listed Transport International Holdings Limited
(“TIH”), a publicly-listed company mainly engaged in franchised public bus operation in Hong Kong. It
is one of the largest public transport carriers in Hong Kong. TIH had a market capitalisation of
approximately HK$4.6 billion (US$0.6 billion) based on the closing price of its shares listed on the Hong
Kong Stock Exchange as at 30 September 2026.

Port Business

Hoi Kong Container Services Company Limited, a wholly-owned subsidiary of the Group, delivers
container and cargo handling services in Hong Kong. The Group also holds a 50% stake in the River Trade
Terminal in Tuen Mun.


– 118 –
During the year ended 30 June 2026, persistent conflicts in the Middle East continued to pose
significant uncertainties to global trade, constraining the pace of recovery of the shipping industry.
Nevertheless, the River Trade Terminal maintained steady container-handling volume during the year. To
mitigate risks and maintain reasonable profitability, the company will continue to diversify its customer
base and expand the scope of its business.


Air Transport and Logistics Business


During the year ended 30 June 2026, AFFC’s performance remained resilient despite challenges
brought by global trade tensions. Scheduled for completion by the end of 2026, AFFC has been revamping
its facilities to world-class levels. The upgrade is expected to provide smarter and more customer-centric
warehousing and logistics facilities, contributing to enhancing Hong Kong’s competitiveness as an
international aviation and trade centre.


During the year ended 30 June 2026, HKBAC completed its five-year in-situ expansion project. The
new HKBAC terminal, aligned with the SKYTOPIA vision for Hong Kong International Airport, is
expected to significantly enhance operating capacity and help solidify Hong Kong’s position as a premier
global hub for business aviation.


SHKP owns a 35 per cent. interest in Hong Kong Business Aviation Centre Limited (“HKBAC”), a
franchised Fixed-Base Operator at the Hong Kong International Airport.


Waste Management


Green Valley Landfill Limited, in which the SHKP Group owns a 20 per cent. interest, is responsible
for both the daily operation and long-term aftercare of the South East New Territories Landfill in Tseung
Kwan O. Following the opening of its new extension in November 2021, Green Valley Landfill Limited
occupies a site area of 113 hectares and has the capacity to handle some 50 million cubic metres of waste.
Gas generated from the landfill is conveyed to the gas supply network after being converted into synthetic
natural gas, contributing to a greener and cleaner environment. A one megawatt solar farm was completed
and commissioned on the landfill in the fourth quarter of 2025, representing Hong Kong’s first solar farm
built on a restored landfill that participates in the Feed-in Tariff Scheme.


YATA Limited


YATA remains committed to delivering high-quality products and enhancing the shopping
experience. Responding proactively to evolving customer needs amid a challenging operating
environment, YATA continued during the year to refine and diversify its store formats to better serve
different communities. A new supermarket concept “YATA Fresh” was launched at GO PARK 2. Providing
a one-stop experience with a strong focus on fresh food, convenience and value, YATA Fresh meets the
daily needs of residents in the greater Ma On Shan and Sai Kung areas.


Following the successful integration of YATA Gold with the Group’s mall loyalty programme The
Point, YATA has further enhanced its Gold membership experience. Express check-out privileges were
expanded across additional YATA stores, while a wider range of exclusive experiences and curated events
were introduced for VIP customers, including a bespoke guided gourmet tour to Japan.




– 119 –
Finance Policy


The Group’s financial sustainability is firmly anchored on low gearing, abundant liquidity, a
carefully structured debt repayment profile and strong debt-servicing capability. Prudent financial
management has laid a solid foundation for the Group to withstand future challenges and support ongoing
development initiatives, fostering sustainable growth. As of 30 June 2026, the Group achieved a net
debt-to-shareholders’ fund ratio of 10.7% and interest coverage ratio of 8.5 times. The improvement in
both indicators is a clear testament to the Group’s steadfast commitment to debt reduction and disciplined
financial management. This strong financial position also provides the Group with greater flexibility to
seize land acquisition opportunities in Hong Kong as they arise.


The Group continued to hold one of the highest credit ratings among real estate companies in Hong
Kong. Moody’s has awarded it an A1 rating, while S&P has granted it an A+ rating. In the 12 months since
June 2025, both agencies have further recognized the Group’s prudent financial practices by upgrading its
outlook to stable.


The Group’s strong rapport with the banking community enabled it to successfully sign a HK$20
billion five-year syndicated facility on highly favourable terms from a diverse group of 16 lenders in June
2026. Leveraging its strong banking relationships against the backdrop of a generally easing environment
on the Chinese Mainland, the Group’s mainland projects have taken in an increased amount of bank loans
to meet their development and operational needs. This will enhance the alignment of the Group’s
Renminbi-denominated assets and liabilities, and help manage financing costs.


In line with its conservative philosophy and disciplined risk management policies, the Group has not
engaged in speculative derivative and structured product transactions.


Employees


The SHKP Group considers its employee relations to be good and has a staff training policy to
encourage self-development and to build staff loyalty and teamwork. As part of SHKP’s long-term
strategy, it plans to continue strengthening its staff teams in Hong Kong and on the Mainland through
hiring more talented and qualified individuals.


As at 30 June 2026, the SHKP Group had over 39,000 employees.




– 120 –
DIRECTORS AND SENIOR MANAGEMENT OF THE GUARANTOR

The details of directors and senior management of the Guarantor set out below are extracted from
the annual report of the Guarantor for the financial year ended 30 June 2026 dated 10 September 2026 and
a circular of the Guarantor to its shareholders dated 9 October 2026.

DIRECTORS

Kwok Ping-luen, Raymond
Hon LLD, Hon DBA, MBA, MA (Cantab), JP
Chairman & Managing Director (Age: 73)

Mr. Kwok has been Chairman of the Guarantor since December 2011. Prior to the appointment as
Chairman of the Guarantor, Mr. Kwok had acted as Vice Chairman of the Guarantor for 21 years. He is
also the Managing Director and a member of the Executive Committee of the Guarantor as well as a
director of certain subsidiaries of the Guarantor. He has been with the SHKP Group for 48 years. Mr. Kwok
holds a Master of Arts degree in Law from Cambridge University, a Master’s degree in Business
Administration from Harvard University, an Honorary Doctorate degree in Business Administration from
Hong Kong Metropolitan University and an Honorary Doctorate degree in Laws from The Chinese
University of Hong Kong. Mr. Kwok is the chairman and an executive director of SUNeVision Holdings
Ltd. He is also the chairman and a non-executive director of SmarTone Telecommunications Holdings
Limited, and a non-executive director of Transport International Holdings Limited and Wing Tai Properties
Limited.

In civic activities, Mr. Kwok is a director of The Real Estate Developers Association of Hong Kong.

Mr. Kwok is a son of Madam Kwong Siu-hing, who is a substantial shareholder of the Guarantor
within the meaning of Part XV of the SFO. Mr. Kwok is the father of Messrs. Kwok Kai-wang, Christopher
and Kwok Ho-lai, Edward. He is also an uncle of Messrs. Kwok Kai-fai, Adam and Kwok Kai-chun,
Geoffrey. Mr. Kwok is a director of Cyric Limited, Rosy Result Limited and Islington Holdings Limited,
which have interests in the shares of the Guarantor and such interests have been disclosed to the Company
under the provisions of Divisions 2 and 3 of Part XV of the SFO.

For the financial year ended 30 June 2026, Mr. Kwok is entitled to receive a fee of HK$320,000 for
being the Chairman of the Guarantor. He is also entitled to receive other emoluments in the total sum of
approximately HK$3.94 million, including fees of HK$60,000 and HK$180,000 for being the chairman of
SUNeVision Holdings Ltd. and SmarTone Telecommunications Holdings Limited respectively.

Wong Chik-wing, Mike
MSc (IRE), FHKIS, RPS (BS), JP
Deputy Managing Director (Age: 70)

Mr. Wong has been a Deputy Managing Director of the Guarantor since July 2012. He joined the
SHKP Group in 1981 and has been an Executive Director of the Guarantor since January 1996. He is also
a member of the Executive Committee of the Guarantor and a director of certain subsidiaries of the
Guarantor. Mr. Wong graduated from The Hong Kong Polytechnic University with distinction and holds
a Master’s degree in International Real Estate. He is a fellow of The Hong Kong Institute of Surveyors
and a registered professional surveyor. Mr. Wong is a director of The Real Estate Developers Association
of Hong Kong. He is also an Adjunct Professor of both The University of Hong Kong (Department of Real
Estate and Construction) and The Hong Kong Polytechnic University (Department of Building and Real
Estate). He is currently responsible for planning and development, and project management matters of the
SHKP Group’s development projects.

For the financial year ended 30 June 2026, Mr. Wong is entitled to receive a fee of HK$300,000 for
being a director of the Guarantor and other emoluments of approximately HK$27.05 million.


– 121 –
Lui Ting, Victor
BBA
Deputy Managing Director (Age: 72)


Mr. Lui has been an Executive Director and a Deputy Managing Director of the Guarantor since April
and July 2012 respectively. He is also a member of the Executive Committee of the Guarantor and a
director of certain subsidiaries of the Guarantor. He joined the SHKP Group in 1977 and is currently
responsible for the sales and marketing of a number of large residential developments as well as
acquisition and disposal of non-core property investment projects of the SHKP Group. He holds a Bachelor
of Business Administration degree from The Chinese University of Hong Kong.


For the financial year ended 30 June 2026, Mr. Lui is entitled to receive a fee of HK$300,000 for
being a director of the Guarantor and other emoluments of approximately HK$27.04 million.


Yip Dicky Peter
MBA, BBS, MBE, JP
Independent Non-Executive Director (Age: 79)


Mr. Yip has been an Independent Non-Executive Director of the Guarantor since September 2004.
He is also a member of both the Audit and Risk Management Committee and the Nomination Committee
of the Guarantor. He joined The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) in Hong
Kong in 1965 with working experiences in London, China and San Francisco. From January 2003 to April
2005, Mr. Yip was appointed chief executive China business, based in Shanghai; meanwhile, he was also
a director of Bank of Shanghai, Ping An Insurance and Ping An Bank on the Mainland. Mr. Yip became
a general manager of HSBC in April 2005 until his retirement from HSBC in June 2012. He was an
independent non-executive director of Ping An Insurance (Group) Company of China, Ltd. and DBS Bank
in Hong Kong and on the Mainland, and the founding chairman of Ping An OneConnect Bank
(Hong Kong) Limited (now known as Ping An Digital Bank (International) Limited). Mr. Yip was the chief
representative for the Asia-Pacific Region of Institute of International Finance from July 2012 to July
2015. He is currently the chairman and an independent non-executive director of Lufax Holding Ltd.


Mr. Yip is an elected associated member of the Chartered Institute of Bankers, London. He was
educated in Hong Kong with an MBA from The University of Hong Kong. Mr. Yip received the Ten
Outstanding Young Persons of Hong Kong in 1984 for his contributions to the banking industry and the
community in Hong Kong. Mr. Yip was awarded the MBE by the British Government in 1984. In 1999,
he was appointed Unofficial Justice of the Peace in Hong Kong. In 2000, he was awarded the Bronze
Bauhinia Star by the Hong Kong Special Administrative Region Government. He also served two terms
since June 2008 as a member of Shanghai Committee of the Chinese People’s Political Consultative
Conference.


Mr. Yip is active in community and youth activities in Hong Kong and is a member of a number of
service organizations such as Hong Kong Committee for United Nations Children Fund, the 8th National
Council of Red Cross Society of China, Hong Kong Housing Society and Hong Kong Air Cadet Corps.


For the financial year ended 30 June 2026, Mr. Yip is entitled to receive fees of HK$300,000 for
being a director of the Guarantor, HK$280,000 for being a member of the Audit and Risk Management
Committee of the Guarantor and HK$60,000 for being a member of the Nomination Committee of the
Guarantor.


– 122 –
Professor Wong Yue-chim, Richard
SBS, JP
Independent Non-Executive Director (Age: 74)


Professor Wong has been an Independent Non-Executive Director of the Guarantor since May 2005.
He is the Chairman of both the Nomination Committee and the Remuneration Committee, and a member
of the Audit and Risk Management Committee of the Guarantor. Professor Wong studied Economics at
The University of Chicago and graduated with a Doctorate in Philosophy. He is Professor of Economics
at The University of Hong Kong. Professor Wong was awarded the Silver Bauhinia Star in 1999 by the
Government of the Hong Kong Special Administrative Region for his contributions in education, housing,
industry and technology development. In addition, he was appointed Justice of the Peace in July 2000.


Professor Wong serves as an independent non-executive director of Great Eagle Holdings Limited
and an independent non-executive chairman of Pacific Century Premium Developments Limited.


For the financial year ended 30 June 2026, Professor Wong is entitled to receive fees of HK$300,000
for being a director of the Guarantor, HK$280,000 for being a member of the Audit and Risk Management
Committee of the Guarantor, and HK$70,000 for being the Chairman of each of the Nomination
Committee and the Remuneration Committee of the Guarantor.


Dr. Li Ka-cheung, Eric
LLD, DSocSc., HonDSocSc (EdUHK), B.A., GBS, OBE, JP
Independent Non-Executive Director (Age: 73)


Dr. Li was appointed as a Non-Executive Director of the Guarantor in May 2005. He is currently an
Independent Non-Executive Director, the Chairman of the Audit and Risk Management Committee and a
member of the Remuneration Committee of the Guarantor. He is also an independent non-executive
director and the chairman of the audit committee and the remuneration committee of SmarTone
Telecommunications Holdings Limited.


Dr. Li is the honorary chairman of Shinewing (HK) CPA Limited. He is also an independent
non-executive director of Transport Int