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    369   BMG9716V1000

WING TAI PROPERTIES LIMITED

(369)
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Circular: Notice of Annual General Meeting, Proposals for Re-election of Retiring Directors and General Mandates to Issue New Shares and to Repurchase Shares

04/26/2021 | 04:40am EDT

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wing Tai Properties Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

WING TAI PROPERTIES LIMITED

永 泰 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 369)

NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

A notice convening the annual general meeting of the Company to be held at 22/F, United Centre, 95 Queensway, Hong Kong on Tuesday, 1 June 2021 at 4:00 p.m. is set out in Appendix I to this circular.

Whether or not you will be able to attend the meeting, you are advised to read this circular and to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's Hong Kong Branch Share Registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but, in any event, not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

27 April 2021

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Annual General Meeting . . . . . . . . . . . . . . . . . . . .

4

2.

Proposed Re-election of Retiring Directors . . . . . . . . . . . . .

4

3.

General Mandates to Issue New Shares and Repurchase Shares . . . . .

6

4.

Recommendation . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I

-

Notice of Annual General Meeting . . . . . . . . . . . . .

8

Appendix II

-

Details of Retiring Directors proposed to be Re-elected . . . . .

12

Appendix III

-

Explanatory Statement for Share Repurchase Mandate . . . . .

18

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"

the annual general meeting of the Company to be held on

Tuesday, 1 June 2021 at 4:00 p.m., notice of which is set

out in Appendix I to this circular, or any adjournment

thereof;

"Board"

the board of Directors;

"Bye-law(s)"

the bye-law(s) of the Company;

"CG Code"

Corporate Governance Code of the Listing Rules;

"Company"

Wing Tai Properties Limited, a company incorporated in

Bermuda with limited liability, the shares of which are listed

on the Stock Exchange;

"Directors"

directors of the Company;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Latest Practicable Date"

16 April 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

in this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange;

"SFO"

Securities and Futures Ordinance, Chapter 571 of the Laws

of Hong Kong;

"Share(s)"

the share(s) in the capital of the Company with a par value

of HK$0.5 each;

"Share Issue Mandate"

a general mandate to the Directors to exercise the power of

the Company to allot, issue and deal with Shares during the

period as set out in the ordinary resolution no. 5 in the

notice of the Annual General Meeting up to 20% of the total

number of Shares in issue as at the date of passing the

resolution;

1

DEFINITIONS

"Share Repurchase Mandate"

a general mandate to the Directors to exercise the power of

the Company to repurchase Shares during the period as set

out in the ordinary resolution no. 6 in the notice of the

Annual General Meeting up to 10% of the total number of

Shares in issue as at the date of passing the resolution;

"Share Repurchase Rules"

the relevant rules set out in the Listing Rules to regulate the

repurchase by companies with primary listing of their

securities on the Stock Exchange;

"Shareholder(s)"

holder(s) of Shares;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited; and

"Takeovers Code"

the Code on Takeovers and Mergers of Hong Kong.

2

LETTER FROM THE BOARD

WING TAI PROPERTIES LIMITED

永 泰 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 369)

Executive Directors:

Head Office and Principal

Cheng Wai Chee, Christopher GBS OBE JP (Chairman)

Place of Business:

Cheng Wai Sun, Edward GBS JP

27th Floor

(Deputy Chairman and Chief Executive)

AIA Kowloon Tower

Cheng Man Piu, Francis

Landmark East

Chow Wai Wai, John

100 How Ming Street

Ng Kar Wai, Kenneth

Kwun Tong

Kowloon, Hong Kong

Non-Executive Directors:

Kwok Ping Luen, Raymond JP

Registered Office:

(Kwok Ho Lai, Edward as his alternate)

Victoria Place, 5th Floor

Hong Pak Cheung, William

31 Victoria Street

Ng Tak Wai, Frederick

Hamilton HM 10

Chen Chou Mei Mei, Vivien

Bermuda

Independent Non-Executive Directors:

Simon Murray CBE

Yeung Kit Shing, Jackson

Haider Hatam Tyebjee Barma GBS CBE ISO JP

Cheng Hoi Chuen, Vincent GBS OBE JP

Lam Kin Fung, Jeffrey GBS JP

27 April 2021

Dear Shareholders,

NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

The purpose of this circular is to provide you with information with respect to the resolutions to be proposed at the Annual General Meeting relating to:

  1. re-electionof Directors who are due to retire at the Annual General Meeting;

3

LETTER FROM THE BOARD

  1. grant of Share Issue Mandate to issue, allot and deal with Shares; and
  2. grant of Share Repurchase Mandate to repurchase Shares and grant of general extension mandate to extend the Share Issue Mandate to include Shares purchased under the Share Repurchase Mandate.

1. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 22/F, United Centre, 95 Queensway, Hong Kong on Tuesday, 1 June 2021 at 4:00 p.m. is set out in Appendix I to this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll, except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to vote at the Annual General Meeting pursuant to Bye-law 71(i).

An announcement of the poll results of the Annual General Meeting will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company.

A proxy form for use at the Annual General Meeting is enclosed with this circular. Whether or not you will be able to attend the Annual General Meeting, you are advised to read this circular and to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's Hong Kong Branch Share Registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) if you so wish.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Dr. Cheng Wai Chee, Christopher, Mr. Hong Pak Cheung, William, Mr. Ng Tak Wai, Frederick, Mrs. Chen Chou Mei Mei, Vivien and Mr. Simon Murray (the "Retiring Directors") will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election in accordance with Bye-law 100(A) and/or code provision A.4.2 of the CG Code.

The nomination committee of the Company (the "Nomination Committee") made a recommendation to the Board to recommend the proposed re-election of the Retiring Directors at the Annual General Meeting. The recommendation of the Nomination Committee was made after its members had considered the following matters in the light of the Board Nomination Policy and the Board Diversity Policy of the Company:

4

LETTER FROM THE BOARD

  1. the skills, knowledge and experience required to discharge competently the Board's duties having regard to the Company's performance, financial position and strategic direction;
  2. the skills, knowledge and experience represented on the Board and whether these skills, knowledge and experience are sufficient to meet the needs of the Company;
  3. strategies for the ongoing effective performance of the Board as a whole;
  4. diversity of the Board; and
  5. compliance with Bye-laws, applicable laws, rules and regulations.

The Board has accepted such recommendation of the Nomination Committee.

Ordinary resolutions will be put forward to the Shareholders for consideration at the Annual General Meeting in relation to the proposed re-election of each of Retiring Directors.

The biographical details (including the number of other public companies' directorships) of each of the Retiring Directors are set out in Appendix II to this circular in accordance with the relevant requirements under the Listing Rules.

Independent Non-Executive Director of the Company ("INED")

According to code provision A.4.3 of the CG Code, if an INED serves more than nine years, any further appointment of such INED should be subject to a separate resolution to be approved by the Shareholders. Among the Retiring Directors, Mr. Simon Murray ("Mr. Murray") has acted as an INED for more than 9 years.

Mr. Murray has been an INED since 1994 and has served on the Remuneration Committee of the Company since 2005. The Board noted the contributions of Mr. Murray to the development of the Company's strategies and policies through independent, constructive and informed contributions. The Group benefits from his skills, expertise, background and qualifications as well as from his regular attendance and his active participation at meetings.

5

LETTER FROM THE BOARD

Mr. Murray has provided his annual written confirmation of independence to the Company for the year ended 31 December 2020 pursuant to Rule 3.13 of the Listing Rules and has undertaken to inform the Stock Exchange as soon as practicable if there is any subsequent change of circumstances which may affect his independence. The Nomination Committee has reviewed such confirmation and has assessed the independence of Mr. Murray. The Board considers Mr. Murray to be independent.

Each Director (including Mr. Murray) has also provided his/her written confirmation that he/she has given sufficient time and attention to the affairs of the Company for the year ended 31 December 2020.

The Nomination Committee has considered, and the Board has accepted, that the skills, knowledge and experience of Mr. Murray as described in his biographical details set out in Appendix II to this circular fit the Board's requirements and the Board Diversity Policy of the Company.

After due consideration to the composition and size of the Board, the desirable skills and experience required for the Board, the requirements of the Listing Rules, the working relationship with Mr. Murray and the recommendation of the Nomination Committee, the Board has recommended Mr. Murray for re-election as an INED at the Annual General Meeting.

3. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 10 June 2020, resolutions were passed giving general mandates to the Directors to allot, issue and deal with Shares and to exercise the powers of the Company to repurchase Shares. Such general mandates will expire at the conclusion of the Annual General Meeting. It is therefore proposed to renew these general mandates by ordinary resolutions to be passed at the Annual General Meeting. The relevant resolutions, in summary, are:

  • an ordinary resolution to give the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue on the date of passing the resolution approving the Share Issue Mandate; and
  • an ordinary resolution to give the Directors a general mandate to exercise all the powers of the Company to purchase Shares not exceeding 10% of the total number of Shares in issue on the date of passing the resolution approving the Share Repurchase Mandate.

The full text of the Share Issue Mandate is set out in the ordinary resolution no. 5 in the Notice of Annual General Meeting. An explanatory statement giving certain information regarding the Share Repurchase Mandate is set out in Appendix III to this circular in accordance with the requirements under the Share Repurchase Rules. The full text of the Share Repurchase Mandate is set out in the ordinary resolution no. 6 in the Notice of Annual General Meeting.

6

LETTER FROM THE BOARD

Both the Share Issue Mandate and the Share Repurchase Mandate will expire at the earliest of:

  1. the conclusion of the next annual general meeting of the Company; b) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or Bye-laws to be held; or c) the date on which the authority given under the ordinary resolution is revoked or varied by an ordinary resolution of Shareholders.

Conditional on the passing of the resolution granting the Share Issue Mandate and the resolution granting the Share Repurchase Mandate, an ordinary resolution will also be proposed for Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Share Repurchase Mandate.

The full text of the extension of the Share Issue Mandate is set out in the ordinary resolution no. 7 in the Notice of Annual General Meeting.

4. RECOMMENDATION

The Directors consider that the proposed resolutions set out in the Notice of Annual General Meeting are all in the best interests of the Company and Shareholders. The Directors therefore recommend Shareholders to vote in favour of all these resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Wing Tai Properties Limited

Cheng Wai Chee, Christopher

Chairman

7

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

WING TAI PROPERTIES LIMITED

永 泰 地 產 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 369)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wing Tai Properties Limited (the "Company") will be held at 22/F, United Centre, 95 Queensway, Hong Kong on Tuesday,

1 June 2021 at 4:00 p.m. for the following purposes:

ORDINARY BUSINESS

  1. To receive the audited financial statements, the report of the Auditor thereon and the report of the Directors for the year ended 31 December 2020;
  2. To consider and, if thought fit, declare a final dividend for the year ended 31 December 2020;
  3. To re-elect retiring Directors;
  4. To re-appoint Auditor and authorize the Directors to fix the Auditor's remuneration;
    SPECIAL BUSINESS

To consider and if thought fit, pass, with or without modification, the following resolutions as ordinary resolutions:

Ordinary Resolutions

5. "THAT:

  1. subject to paragraph (c) of this resolution, the exercise by the Directors during the relevant period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) of this resolution shall authorize the Directors during the relevant period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the relevant period;

8

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

  1. the shares in the capital of the Company to be allotted or agreed conditionally or unconditionally to be allotted, whether pursuant to an option or otherwise, and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a rights issue; (ii) any issue of shares in the capital of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers, eligible persons and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the capital of the Company; or (iii) any issue of shares in the capital of the Company as scrip dividend or any similar arrangement providing for the allotment of shares in the capital of the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the total number of shares in the capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
  2. for the purpose of this resolution, "relevant period" means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or the Company's Bye-laws to be held; or
    3. the revocation or variation of this resolution by an ordinary resolution in a general meeting of the Company."

6. "THAT:

  1. subject to paragraph (b) of this resolution, the exercise by the Directors during the relevant period (as hereinafter defined) of all the powers of the Company to purchase its fully paid-up shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with the Rules Governing the Listing of Securities on the Stock Exchange and all applicable laws, be and is hereby generally and unconditionally approved;
  2. the total number of shares in the capital of the Company to be purchased by the Company pursuant to paragraph (a) of this resolution shall be no more than 10% of the total number of shares in the capital of the Company in issue as at the date of passing this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

9

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

  1. for the purpose of this resolution, "relevant period" means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or the Company's Bye-laws to be held; or
    3. the revocation or variation of this resolution by an ordinary resolution in a general meeting of the Company."

7. "THAT conditional upon ordinary resolutions no. 5 and no. 6 set out in the notice convening the Annual General Meeting to be held on 1 June 2021 (the "Notice") being duly passed, the general mandate granted to the Directors pursuant to ordinary resolution no. 5 set out in the Notice be and is hereby extended by the addition thereto of the aggregate number of shares in the capital of the Company which may be repurchased by the Company under the authority granted pursuant to ordinary resolution no. 6 set out in the Notice."

By Order of the Board

Wing Tai Properties Limited

Chung Siu Wah, Henry

Company Secretary and Group Legal Counsel

Hong Kong, 27 April 2021

Notes:

  1. A shareholder entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A shareholder holding two or more shares is entitled to appoint more than one proxy. A proxy needs not be a shareholder of the Company but must be present in person to represent the shareholder. Completion and return of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the above meeting.
  2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
  3. In order to be valid, the proxy form and any power of attorney (if any) or other authority (if any) under which it is signed, or a copy of such authority certified notarially, must be delivered to the Company's Hong Kong Branch Share Registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof (as the case may be).
  4. The register of members of the Company will be closed from 24 May 2021 to 25 May 2021, both days inclusive. During such period, the registration of transfers of shares in the capital of the Company will be suspended. In order to qualify for attending the above meeting, all transfer documents accompanied by the relevant share certificates (where applicable) must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 23 May 2021.
  5. Please refer to the Annex to this notice for the precautionary measures to be implemented for the Annual General Meeting.

10

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

Annex

PRECAUTIONARY MEASURES TO BE IMPLEMENTED FOR

2021 ANNUAL GENERAL MEETING

In view of the developments relating to the novel coronavirus disease 2019 (COVID-19), mass gatherings would potentially impose a significant risk in terms of the spread of the virus. The Company wishes to advise all Shareholders that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising voting rights. For the health and safety of Shareholders, the Company strongly recommends the Shareholders, instead of attending the Annual General Meeting in person, to appoint the chairman of the Annual General Meeting as their proxy to vote at the Annual General Meeting. Each of the Shareholders who accepts such recommendation shall fill in and submit the proxy form setting out his/her voting instructions in the proxy form and designating the chairman of the Annual General Meeting as his/her/its proxy to vote on his/her/its behalf at the Annual General Meeting. The forms of proxy were despatched to Shareholders and may be downloaded from the website of the Company at www. wingtaiproperties.com or the website of the Stock Exchange at www.hkexnews.hk.

To be valid, the form of proxy must be delivered to the Company's Hong Kong Branch Share Registrar pursuant to Note (3) to the Notice of Annual General Meeting.

The Company will implement the following prevention and control measures at the Annual General Meeting to manage the risks in relation to COVID-19:-

  • Compulsory body temperature check will be made at the entrance of the building and/or the venue where the Annual General Meeting is to be held. Anyone (i) with a body temperature higher than 37.5 degrees Celsius or (ii) in any conditions of suspected infection of COVID-19 will not be given access to the building and/or the venue where the Annual General Meeting is to be held.
  • All persons attending the Annual General Meeting are required to wear facial surgical masks before they are permitted to attend, and during their attendance of, the Annual General Meeting.
  • No refreshment will be served.

11

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

In accordance with the Bye-laws and the CG Code, the following Directors shall retire from office at the Annual General Meeting and, being eligible, offer themselves for re-election.

Dr. CHENG Wai Chee, Christopher GBS OBE JP, aged 72, has been the Chairman of the Company since 1991. Dr. Cheng is a member of both the Remuneration Committee and the Nomination Committee of the Company. He is also a director of certain members of the Group. Dr. Cheng is an independent non-executive director of NWS Holdings Limited and The Hongkong and Shanghai Banking Corporation Limited and Eagle Asset Management (CP) Limited (manager of publicly listed Champion Real Estate Investment Trust). He holds a Doctorate in Social Sciences honoris causa from The University of Hong Kong and a Doctorate in Business Administration honoris causa by The Hong Kong Polytechnic University. Dr. Cheng graduated from the University of Notre Dame, Indiana with a BBA degree, and from Columbia University, New York with an MBA degree.

Dr. Cheng is a member of the board of overseers of Columbia Business School and a member of the President's Council on International Activities of Yale University.

Dr. Cheng is a brother of Mr. Cheng Wai Sun, Edward and Mr. Cheng Man Piu, Francis. He is a director of Wing Tai Corporation Limited, Renowned Development Limited, Wing Tai (Cheng) Holdings Limited and Brave Dragon Limited which are substantial shareholders of the Company within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, Dr. Cheng was beneficially owned 14,066,066 Shares and was taken or deemed to be interested in (i) options for subscribing for 4,165,500 Shares granted under the Share Option Plan of the Company and (ii) 462,488,185 Shares via a family trust (together representing approximately 35.48% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Dr. Cheng is a beneficiary of a family trust whose assets include indirect interests in Wing Tai Holdings Limited, a substantial shareholder of the Company.

Dr. Cheng entered into a letter of appointment as a director with the Company. Such appointment is subject to retirement by rotation and re-election in accordance with the CG Code.

12

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Details of the remuneration package of Dr. Cheng for the year ended 31 December 2020 are as follows:

HK$'000

1.

Fee

25

2.

Salaries and allowances

8,645

3.

Retirement benefits

404

Total

9,074

In 2020, Dr. Cheng was granted options for subscribing for 1,077,000 Shares at the exercise price of HK$5.17 per share pursuant to the Share Option Plan adopted by the shareholders of the Company on 27 October 2015.

The remuneration package of Dr. Cheng was determined by the Remuneration Committee based on (a) his responsibilities, (b) his performance, and (c) performance of the Board led by him. The terms of reference of the Remuneration Committee provide, among others, that no director shall be involved in deciding his own remuneration.

Dr. Cheng was a director of Central Park Limited during the 4-month period from 27 June 1998 to 28 October 1998. This company was incorporated in Australia and ran apparel retail chains. After his resignation as a director, a receiver was appointed for this company on 2 November 1998. The receiver generated sufficient funds from this company to repay in full the debt owed to his appointer.

Mr. HONG Pak Cheung, William, aged 66, has been a non-executive director of the Company since 2002. Mr. Hong is a member of the Audit Committee of the Company. He received a Bachelor of Science degree in Mathematics from the University of Saskatchewan in Canada and completed the Advanced Management Program at Harvard University Graduate School of Business. Mr. Hong currently holds the position of Manager at Sun Hung Kai Properties Limited (a substantial shareholder of the Company within the meaning of Part XV of the SFO).

As at the Latest Practicable Date, Mr. Hong has no interests in shares in the capital of the Company within the meaning of Part XV of the SFO.

Mr. Hong entered into a letter of appointment as a director with the Company for a term of three years commencing from 1 April 2012, renewable or extendable automatically by three years on the expiry of such term and every successive period of three years thereafter. Such appointment is subject to retirement by rotation and re-election in accordance with the Bye-laws and the CG Code.

13

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Hong is entitled to receive from the Company a director's fee of HK$75,000 for the year ended 31 December 2020 which was approved by the shareholders of the Company in general meeting. His director's fee was determined with reference to his responsibilities with the Company.

Mr. NG Tak Wai, Frederick, aged 63, acted as executive director from 1995 and was re-designated as a non-executive director of the Company in April 2011. He graduated from Georgetown University with a BSBA degree, and also graduated from Columbia University with an MBA degree. Mr. Ng held senior management positions in various garment manufacturing and distribution companies affiliated with the Wing Tai Group in Hong Kong. His background is in manufacturing operations and management information systems.

As at the Latest Practicable Date, Mr. Ng was taken to be interested in 1,608,057 Shares of which 1,016,000 Shares were held by his spouse, 278,391 Shares were held by Mr. Ng personally and 313,666 Shares were held by Mr. Ng jointly with his spouse (together representing approximately 0.12% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Mr. Ng entered into a letter of appointment as a director with the Company for a term of three years commencing from 1 April 2012, renewable or extendable automatically by three years on the expiry of such term and every successive period of three years thereafter. Such appointment is subject to retirement by rotation and re-election in accordance with the Bye-laws and the CG Code.

Mr. Ng is entitled to receive from the Company a director's fee of HK$75,000 for the year ended 31 December 2020 which was approved by the shareholders of the Company in general meeting. His director's fee was determined with reference to his responsibilities with the Company.

Mrs. CHEN Chou Mei Mei, Vivien, aged 71, has been a non-executive director of the Company since 2012, and joined the Group in 2007. She graduated with a Bachelor of Arts degree from the University of Colorado in the United States of America and has over 30 years' experience in investments, in particular, property related investments. Mrs. Chen is an independent non-executive director of New Silkroutes Group Limited (listed on the Singapore Exchange).

Mrs. Chen is a director of both Farnham Group Limited and Gala Land Investment Co. Limited which are substantial shareholders of the Company within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, Mrs. Chen has no interests in shares in the capital of the Company within the meaning of Part XV of the SFO.

14

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mrs. Chen is a cousin of Mr. Chow Wai Wai, John, an executive director of the Company.

Mrs. Chen entered into a letter of appointment as a director with the Company for a term of three years commencing from 15 September 2012, renewable or extendable automatically by three years on the expiry of such term and every successive period of three years thereafter. Such appointment is subject to retirement by rotation and re-election in accordance with the Bye-laws and the CG Code.

Mrs. Chen is entitled to receive from the Company a director's fee of HK$75,000 for the year ended 31 December 2020 which was approved by the shareholders of the Company in general meeting. Her director's fee was determined with reference to her responsibilities with the Company.

Mr. Simon MURRAY CBE, aged 81, has been an independent non-executive director of the Company since 1994. Mr. Murray is the Chairman of the Remuneration Committee of the Company.

Mr. Murray founded the private equity fund management company General Enterprise Management Services Limited in 1998 and is currently the Chairman of their Advisory Board.

Mr. Murray is a non-executive director of China LNG Group Limited, Greenheart Group Limited and an independent non-executive director of Spring Asset Management Limited, the manager of the listed Spring Real Estate Investment Trust, the first two companies are listed on the Hong Kong Stock Exchange.

Mr. Murray was an independent non-executive director of each of Hutchison Whampoa Limited and Cheung Kong Property Holdings Limited (now renamed as CK Asset Holdings Limited). He was also the Executive Chairman of Deutsche Bank AG Asia Pacific and a non-executive director of Compagnie Financière Richemont SA, a company listed on the Swiss stock exchange, and now serves on the latter's Advisory Board.

Mr. Murray was appointed a Commander of The Most Excellent Order of the British Empire (CBE) and a Chevalier within the Ordre national de Mérite of the French Republic (Chevalier de La Legion d'Honneur).

Mr. Murray holds an Honorary Degree in Law from Bath University and attended the Stanford Executive Program in the United States.

Mr. Murray resigned as an independent non-executive director of each Orient Overseas (International) Limited in August 2018 and IRC Limited in March 2020.

As at the Latest Practicable Date, Mr. Murray has no interests in shares in the capital of the Company within the meaning of Part XV of the SFO.

15

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Murray entered into a letter of appointment as a director with the Company for a term of three years commencing from 1 April 2012, renewable or extendable automatically by three years on the expiry of such term and every successive period of three years thereafter. Such appointment is subject to retirement by rotation and re-election in accordance with the Bye-laws and the CG Code.

Mr. Murray is entitled to receive from the Company a director's fee of HK$303,000 and a fee of HK$65,000 for serving as Chairman of the Remuneration Committee of the Company for the year ended 31 December 2020 which were approved by the shareholders of the Company in general meeting. His director's fees were determined with reference to his responsibilities with the Company.

Mr. Murray was an independent director of Sino-Forest Corporation ("Sino-Forest") until 30 January 2013. Sino-Forest was incorporated in Canada and was, according to published information, a commercial forest plantation operator in China. Its shares were formerly listed on the Toronto Stock Exchange.

During 2011, Sino-Forest experienced certain financial difficulties and resulted in default on certain of its obligations under its notes (the outstanding principal amount, based on public information, was approximately US$1.8 billion). On 30 March 2012, Sino-Forest entered into a restructuring and a support agreement with certain noteholders. It initiated proceedings and obtained from the Ontario Superior Court of Justice (the "Court") protection to rearrange its affairs under a Court-appointed monitor in implementing its restructuring plan. Sino-Forest subsequently filed a plan of compromise and reorganisation by way of a debt-equity conversion which was approved by the creditors and the Court and subsequently implemented on 30 January 2013.

In May 2012, Ontario Securities Commission made a statement of allegations against Sino- Forest and some directors but Mr. Murray was not a defendant under this statement of allegations.

A number of class actions were brought against Sino-Forest and, among others, its directors at the relevant time (including Mr. Murray). The class actions included allegations of misstatements in offering circulars and announcements issued by Sino-Forest. In relation to such class actions, on 10 December 2012, the Court ruled that the plaintiffs, if they are successful in the actions, are only entitled to recover damages from applicable insurance coverage and, to the extent claims are not covered by insurance, they have been released. All class actions against Mr. Murray were either withdrawn or dismissed.

In 2002, Mr. Murray admitted to two breaches of the repealed Securities (Disclosure of Interests) Ordinance and was fined by the Securities and Futures Commission ("SFC") for a total of HK$8,000 for the failure to report within a timely manner the purchase of 16,000 shares in Hutchison Whampoa Limited (which was delisted from the Hong Kong Stock Exchange in 2015) on 7 June 2000. The SFC accepted that Mr. Murray has no intention of concealing the purchase.

16

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, all the above Directors did not hold any directorships in any other listed public companies in Hong Kong or overseas in the last three years and do not have any relationships with any other Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information that needs to be disclosed pursuant to the requirements of the Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company in connection with the above Directors' re-election.

17

APPENDIX III EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Share Repurchase Mandate. The Listing Rules provide that all share repurchases of a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders in general meeting, either by a general mandate to the directors to make such repurchases or by a specific approval of a particular transaction. The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,354,742,279.

Subject to the passing of the ordinary resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 135,474,227 Shares, representing 10% of the total number of Shares in issue as at the date of passing the resolution.

2. REASONS FOR REPURCHASE

The Directors believe that the Share Repurchase Mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company. Repurchase of Shares made under the Share Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of Shares and/or the Company's earnings per Share and will only be made when the Directors believe that such repurchase will benefit and be in the best interest of the Company and Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, its Bye-laws and the laws of Bermuda. It is envisaged that the funds required for any repurchase of Shares would be derived from the distributable profits of the Company.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements of the Company) in the event that the Share Repurchase Mandate were to be exercised in full at any time during the repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such an extent, as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or gearing level which in the opinion of the Directors is from time to time appropriate to the Company.

18

APPENDIX III EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE

4. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in relation to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda pursuant to which the Company is incorporated.

None of the Directors, and to the best of the knowledge of the Directors having made all reasonable enquiries, none of the close associates (as defined in the Listing Rules) of the Directors have a present intention, in the event that the proposal in relation to the Share Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Company is authorized to make repurchases of the Shares.

5. THE TAKEOVERS CODE

If as a result of the repurchase of Shares by the Company pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with the Takeovers Code.

Brave Dragon Limited, Crossbrook Group Limited, Wing Tai Retail Pte. Ltd., Bestime Resources Limited, Pofung Investments Limited, Broxbourne Assets Limited, Dr. Cheng Wai Chee, Christopher and Mr. Cheng Wai Sun, Edward (the "Concerted Group") are shareholders of the Company and would be treated as "acting in concert" for the purposes of the Takeovers Code. As at the Latest Practicable Date, to the best knowledge of the Company, the Concerted Group was beneficially interested in 688,437,765 Shares, representing approximately 50.82% of the total number of Shares in issue. On the basis that the total number of Shares in issue remains unchanged on the date of the Annual General Meeting and in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the Share Repurchase Mandate, the shareholding of the Concerted Group would be increased from 50.82% to approximately 56.46% of the issued Shares. The Directors are not aware of any obligation to make a mandatory offer pursuant to Rule 26 or Rule 32 of the Takeovers Code as a result of such an increase in shareholding.

In the event that the Share Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25%.

6. SHARES PURCHASE BY THE COMPANY

No purchase of Shares has been made by the Company during the six months prior to the Latest Practicable Date.

19

APPENDIX III EXPLANATORY STATEMENT FOR SHARE REPURCHASE MANDATE

7. SHARE PRICES

The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

Per Share

Highest

Lowest

(HK$)

(HK$)

2020

April

4.94

4.48

May

4.70

4.05

June

4.33

3.85

July

4.08

3.81

August

4.09

3.80

September

4.00

3.63

October

3.83

3.50

November

3.80

3.48

December

3.98

3.48

2021

January

4.02

3.58

February

4.30

3.93

March

4.31

4.00

April (up to the Latest Practicable Date)

4.38

4.17

20

Disclaimer

Wing Tai Properties Limited published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 08:39:03 UTC.


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Net income 2021 697 M 89,7 M 89,7 M
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P/E ratio 2021 8,78x
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Last Close Price 4,48 HKD
Average target price 5,19 HKD
Spread / Average Target 15,8%
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Managers and Directors
Wai Sun Cheng Deputy Chairman & Chief Executive Officer
Ching Man Fung Chief Financial Officer
Wai Chee Cheng Chairman
Simon Murray Independent Non-Executive Director
Kit Shing Yeung Independent Non-Executive Director