Sun Hung Kai : Change of Directors and Member of Board Committees

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

CHANGE OF DIRECTORS AND MEMBER OF BOARD COMMITTEES

The board of directors (the "Board") of Sun Hung Kai & Co. Limited (the "Company") announces the following changes of directors of the Company (the "Director(s)") all with effect from 25 January 2016:

1. Mr. Joseph Tong Tang ("Mr. Tong") has resigned as an Executive Director. Subsequent to his resignation, he has ceased to be a member of the Executive Committee and the Risk Management Committee of the Board;

   
   

2. Mr. Ahmed Mohammed Aqil Qassim Alqassim ("Mr. Alqassim") has resigned as a Non-Executive Director and Mr. Joseph Kamal Iskander ("Mr. Iskander") has ceased to be his Alternate Director;

   
   

3. Mr. Jonathan Andrew Cimino ("Mr. Cimino") has been appointed as a Non-Executive Director and Mr. Iskander has been appointed as Mr. Cimino's Alternate Director.

RESIGNATION OF AN EXECUTIVE DIRECTOR AND A MEMBER OF EXECUTIVE COMMITTEE AND RISK MANAGEMENT COMMITTEE

Mr. Tong has resigned from office of an Executive Director and has ceased to be a member of the Executive Committee and the Risk Management Committee of the Board due to his other business commitments.

Mr. Tong has confirmed that he has no disagreement with the Board, and there is no other matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

RESIGNATION OF A NON-EXECUTIVE DIRECTOR AND CESSATION OF HIS ALTERNATE DIRECTOR

Mr. Alqassim has resigned from office of a Non-Executive Director due to his other business commitments to the Dubai Group of which he was the nominated representative to the Board. Mr. Iskander, the Alternate Director of Mr. Alqassim, has ceased to act subsequent to the resignation of Mr. Alqassim.

Mr. Alqassim has confirmed that he has no disagreement with the Board, and there is no other matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF A NON-EXECUTIVE DIRECTOR AND HIS ALTERNATE DIRECTOR

Following the resignation of Mr. Alqassim, Mr. Cimino has been appointed as a Non-Executive Director as replacement and Mr. Iskander, the former Alternate Director of Mr. Alqassim, has been appointed as Mr. Cimino's Alternate Director. The particulars of Mr. Iskander had been published in a previous announcement of the Company dated 27 April 2015. The relevant details of Mr. Cimino are set out below:

Mr. Jonathan Andrew Cimino ("Mr. Cimino")

Non-Executive Director

Mr. Cimino, aged 63, is currently the chief executive officer of Dubai Group LLC (the "Dubai Group") and was formerly the chief operating officer and the managing director of Finance of Dubai Group since 2008. As at the date of this announcement and according to the information available to the Company, the Dubai Group, through Dubai Ventures LLC, is interested in 166,000,000 shares of the Company, representing approximately 7.46% interest in the total number of shares in issue of the Company pursuant to Part XV of the Securities and Futures Ordinance ("SFO").

Mr. Cimino is experienced in financial management, debt restructuring and asset management and has been an investment banker and stockbroker having spent a large part of his career as head of Investment Banking, chief executive officer and country head of SBC Warburg and UBS in New Zealand. He had worked extensively on privatisation mandates for the New Zealand Government. Upon leaving UBS in 2001 he formed his own boutique investment bank Cimino Partners which undertook various M&A and capital market transactions including being the lead manager for the IPO of the New Zealand Stock Exchange. He had formerly been a public company director in New Zealand for listed companies in the transportation, environmental, biotechnology and private equity sectors. He currently represents Dubai Group on the boards of Acacia Investments in Bahrain and Lafarge Emirates Cement in the United Arab Emirates.

Mr. Cimino holds a Bachelor of Finance and Administration from Victoria University of Wellington, New Zealand and completed the Advanced Management Program at Harvard Business School. Save as disclosed above, Mr. Cimino did not hold any directorships in listed public companies in Hong Kong and overseas during the past three years.

According to the Company's letter of appointment to Mr. Cimino, the term of his appointment shall continue and shall be subject to the provisions of retirement and re-election at the next general meeting of the Company pursuant to the Company's Articles of Association or any other applicable laws whereby a director shall vacate his office. Mr. Cimino is entitled to a Director's fee to be proposed for the shareholders' approval at the annual general meeting of the Company each year.

As at the date of this announcement, save as disclosed herein, Mr. Cimino does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company, nor does he have any interest in the shares of the Company within the meaning of Part XV of the SFO. Mr. Cimino is not aware of any matters that are required to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or any matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its gratitude to Mr. Tong and Mr. Alqassim for their valuable contributions to the Company during their tenure of offices, and at the same time welcome Mr. Cimino and his alternate Mr. Iskander to join the Board.

By Order of the Board

Sun Hung Kai & Co. Limited Peter Anthony Curry

Executive Director

Hong Kong, 25 January 2016

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

Messrs. Lee Seng Huang (Group Executive Chairman), Simon Chow Wing Charn and Peter Anthony Curry

Non-Executive Director:

Mr. Jonathan Andrew Cimino (Mr. Joseph Kamal Iskander as his alternate)

Independent Non-Executive Directors:

Mr. David Craig Bartlett, Mr. Alan Stephen Jones, Ms. Jacqueline Alee Leung and Mr. Peter Wong Man Kong