Sun Hung Kai Properties Ltd.

Board of Directors

(Extracted from Sun Hung Kai Properties Limited 2010/11 Annual Report dated 15 September 2011)

Composition

The Board currently has 18 Directors – seven Executive Directors, seven Non-Executive Directors and four Independent Non-Executive Directors.

Madam Kwong Siu-hing (the Chairman and a Non-Executive Director) and Mr. Lo Chiu-chun, Clement (a Non-Executive Director), who would be retiring from office by rotation at the forthcoming annual general meeting of the Company to be held on 8 December 2011 (the "2011 AGM"), have informed the Company that they will not seek re-election as Directors. Accordingly, the number of Directors in the Board shall be 16 and five of them are Non-Executive Directors.

All Directors give sufficient time and attention to the Group's affairs. The Board believes that the balance between Executive and Non-Executive Directors is reasonable and adequate to provide sufficient checks and balances that safeguard the interests of shareholders and the Group.

Non-Executive Directors provide the Group with diversified expertise and experience. Their views and participation in Board and committee meetings bring independent judgment and advice on issues relating to the Group's strategies, performance, conflicts of interest and management process, to ensure that the interests of all shareholders are taken into account.

In compliance with Rule 3.10 of the Listing Rules, the Company currently has four Independent Non-Executive Directors and at least one of them has appropriate professional qualifications or accounting or related financial management expertise. No Independent Non-Executive Director has served the Company for more than nine years.

The Company has received from each Independent Non-Executive Director a confirmation of his independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules and considers that all Independent Non-Executive Directors are independent. Notwithstanding Dr. Fung Kwok-lun, William's previous directorship in HSBC Holdings plc ("HSBC Holdings") until 28 May 2010 and his current directorship in The Hongkong and Shanghai Banking Corporation Limited, both being the associates of HSBC Trustee (C.I.) Limited ("HSBC Trustee") which in turn is a substantial shareholder of the Company holding certain shares of the Company as a trustee of certain trusts (the "Trusts"), the Company is of the view that Dr. Fung meets the independence guidelines since HSBC Trustee did not take instructions from HSBC Holdings and Dr. Fung cannot control the decision making process of HSBC Trustee, in relation to the exercise of the voting rights in respect of the shares in the Company held under the Trusts.

Independent Non-Executive Directors are identified as such in all corporate communications containing the names of the Directors.

Madam Kwong Siu-hing is the mother of Messrs. Kwok Ping-sheung, Walter, Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond, who are brothers. Also Madam Kwong is the sister of Mr. Kwong Chun. Besides, Sir Po-shing Woo is the father of Mr. Woo Ka-biu, Jackson, an Alternate Director of the Company. Save as disclosed above, there are no family or other material relationships among members of the Board.

Board Meetings

The full Board met in person on four regular occasions during the year ended 30 June 2011. The Directors discussed and approved overall strategies for the Group, monitored financial performance and discussed the annual and interim results, as well as other significant matters at the Board meetings. Business and operational matters are delegated to the management.

At least 14 days' notice of all regular Board meetings is given to all Directors, and all Directors are given the opportunity to include matters for discussion in the agenda. An agenda and accompanying Board papers are sent to all Directors at least three days in advance of every regular Board meeting or committee meeting.

The Company Secretary assists the Chairman in preparing the agenda for the meeting and ensures that all applicable rules and regulations regarding the meetings are followed. He also keeps detailed minutes of each meeting, which are available to all Directors for inspection.

The attendance record of the Board meetings held during the year ended 30 June 2011 is set out below:

All Directors have access to relevant and timely information, and they can ask for further information or retain independent professional advisors if necessary. They also have access to the advice and services of the Company Secretary, who is responsible for providing Directors with Board papers and related materials and ensuring that Board procedures are followed. Where queries are raised by Directors, steps would be taken to respond as promptly and fully as possible.

Should a potential conflict of interest involving a substantial shareholder or a Director arise, the matter will be discussed in a physical meeting, as opposed to being dealt with by written resolution. Independent Non-Executive Directors with no conflict of interest will be present at meetings dealing with such conflict issues. Board committees, namely the Executive, Audit, Remuneration and Nomination Committees, all follow the applicable practices and procedures used in Board meetings for committee meetings.

Chairman

Madam Kwong Siu-hing serves as the Chairman of the Board. The Chairman is primarily responsible for leading the Board and ensuring that it functions effectively and smoothly. Directors are encouraged to participate actively in all Board and committee meetings.

Messrs. Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond are the Vice Chairmen and Managing Directors of the Company. The roles of the Chairman and the Managing Directors are separate and performed by separate individuals.

On 15 September 2011, the Board has appointed Messrs. Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond as joint Chairmen of the Company, such appointment to take effect from the close of the 2011 AGM after the passing of the special resolution on the proposed amendments to the articles of association of the Company (the "Articles"). Both Messrs. Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond have been serving the Group for over 30 years, and for the past 20 years, they have been acting jointly as Vice Chairmen and Managing Directors, with clearly defined roles and responsibilities between them. The Board is of the view that the appointment of Messrs. Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond as joint Chairmen of the Company is a natural extension of the existing leadership for the Board and the management, and will be beneficial to the Group's long-term business development. Both Messrs. Kwok Ping-kwong, Thomas and Kwok Ping-luen, Raymond will continue to serve as Managing Directors and Executive Directors of the Company following their appointment as joint Chairmen.

Training and Support for Directors

All Directors must keep abreast of their collective responsibilities. Newly appointed Director would receive an induction package covering the Group's businesses and the statutory and regulatory obligations of a director of a listed company. The Group also provides briefings and other training to develop and refresh the Directors’ knowledge and skills. The Group continuously updates Directors on the latest developments regarding the Listing Rules and other applicable regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices. Circulars or guidance notes are issued to Directors and senior management where appropriate, to ensure awareness of best corporate governance practices.

Compliance with Model Code

The Company follows the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 to the Listing Rules (the "Model Code") as the code of conduct for Directors in their dealings in the Company’s securities. Having made specific enquiry with Directors, all Directors confirmed that they fully complied with the Model Code during the year ended 30 June 2011.

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