AMENDED MEMORANDUM AND AMENDED ARTICLES OF ASSOCIATION

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A new set of articles of association of Sun Hung Kai Properties Limited is to be adopted by theshareholders at the annual general meeting to be held on Thursday, 12 November 2015.The existing articles of association remain in full force and effect until the adoption of the newarticles of association.AMENDEDMEMORANDUMANDAMENDED ARTICLES OF ASSOCIATION(As adopted by Special Resolution passed on 9 December 2004and amended by Special Resolution passed on 6 December 2007and further amended by Special Resolution passed on 8 December 2011)OFSUN HUNG KAI PROPERTIES ated the 14th day of July, 1972.HONG KONG

THE COMPANIES ORDINANCE (CHAPTER 32)SPECIAL RESOLUTIONOFSUN HUNG KAI PROPERTIES LIMITED(新鴻基地產發展有限公司)PASSED ON THE 8TH DAY OF DECEMBER, 2011At the Annual General Meeting of Sun Hung Kai Properties Limited (the "Company") dulyconvened and held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong onThursday, 8 December 2011 at 12:00 noon, the following resolution was passed as a specialresolution:"THAT the articles of association of the Company be and are hereby amended as follows:(a) a new definition of "Chairman of the Board" be added to Article 2 as follows:"the Chairman of the Board" shall mean the Chairman of the Board, or where more thanone Chairman have been appointed, the joint Chairmen.(b) Article 73 be deleted in its entirety and replaced with the following:"The Chairman of the Board (if any) shall take the chair at every general meeting. If therebe no Chairman of the Board, or if at any general meeting no Chairman of the Board ispresent within fifteen minutes after the time appointed for holding such meeting, or theChairman of the Board present declines to take the chair at such meeting, the Directorspresent shall choose one of their number as Chairman of such meeting, and if no Directorbe present or if all the Directors present decline to take the chair or if the Chairman of suchmeeting chosen shall retire from the chair, then the members present shall choose one oftheir own number to be Chairman of such meeting. For the avoidance of doubt, only oneperson shall take the chair of such meeting at any one time.".(c) Article 74 be amended by adding the words "of any general meeting" immediately after thewords "The Chairman" in the first sentence.(d) Article 75 be amended as follows:(i)in sub-paragraph (i), the word "Meeting" be deleted and replaced by the word"meeting"; and(ii)in the last paragraph, the words "of the general meeting" be added immediately afterthe words ", a declaration by the Chairman".-1-

(e) Article 76 be amended as follows:(i)in the first sentence, the words "of the meeting" be added immediately after thewords ", as the Chairman";(ii) in the second sentence, the word "need" be deleted and replaced by the word "needs";and(iii) in the last sentence, the words "of the meeting" be added immediately after the words", with the consent of the Chairman".(f) Article 85(B) be amended by adding the words "of the meeting" immediately after thewords "Any such objection made in due time shall be referred to the Chairman" in the lastsentence.(g) Article 103(B)(ii) be amended by adding the words "of the meeting" immediately after thewords "except in a case where the nature or extent of the interest of the Chairman" in thelast sentence.(h) Article 121(A) be amended by deleting the full stop between the words "Companies" and"Ordinance".(i) the heading entitled "Chairman" immediately above Article 125 be deleted in its entiretyand replaced with the heading entitled "Chairman of the Board".(j) Article 125 be deleted in its entirety and replaced with the following:"(A) The Board may from time to time elect or otherwise appoint a Director to beChairman of the Board or Vice Chairman of the Board and determine the period forwhich each of them is to hold office. The Chairman of the Board shall take the chairat meetings of the Board. If there is no Chairman of the Board elected or appointed,or if at any meeting of the Board no Chairman of the Board is present within fifteenminutes after the time appointed for holding such meeting, or if the Chairman of theBoard is present but declines to take the chair, the Directors present shall choose oneof their number to be Chairman of such meeting. For the avoidance of doubt, onlyone person shall take the chair of such meeting at any one time.(B) More than one Director may at any one time be appointed to be Chairman of theBoard or Vice Chairman of the Board, and whenever there is for the time being morethan one Director so appointed, the Directors so appointed shall together be jointChairmen of the Board or joint Vice Chairmen of the Board (as the case may be).-2-

(C) Where there are for the time being joint Chairmen of the Board or joint ViceChairmen of the Board, each individual Director appointed to be Chairman of theBoard or Vice Chairman of the Board shall be referred to as joint Chairman of theBoard or joint Vice Chairman of the Board but shall be entitled to dischargeseparately all the functions of the position to which he is appointed, and references inthese articles to "the Chairman of the Board" or "the Vice Chairman of the Board"(as the case may be) shall, unless the context requires otherwise, be to each of theDirectors for the time being appointed to that position.(D) The Directors who are for the time being joint Chairmen of the Board may agreebetween themselves which of their number, if he is present, will take the chair at anymeeting of the Board or any general meeting. Subject to that, if only one of the jointChairmen of the Board is present or agrees to take the chair at the relevant meeting,he shall take the chair at that relevant meeting. If the joint Chairmen of the Boardpresent at the relevant meeting are unable to agree between themselves which ofthem shall take the chair at such meeting, all of them shall be deemed to havedeclined to take the chair."(k) Article 127 be deleted in its entirety and replaced with the following:"A Director may, and on request of a Director the Secretary shall, at any time summon ameeting of the Board. Notice thereof shall be given to each Director and alternate Directoreither in writing or by telephone or by facsimile transmission or by email at the address oremail address from time to time notified to the Company by such Director or in such othermanner as the Board may from time to time determine; provided that notice needs not begiven to any Director or alternate Director who is at the relevant time absent from HongKong. A Director may waive notice of any meeting and any such waiver may beprospective or retrospective.".(l) Article 128 be amended by adding the words "of the meeting" immediately after the words", and in case of an equality of votes the Chairman".(m) Article 135 be amended by deleting the words "a facsimile signature of a Director or analternate Director shall be treated as valid" in the last sentence and replacing with thewords "a signature of a Director or an alternate Director contained in a documenttransmitted by facsimile or email shall be treated as valid"."(Sd.) KWOK Ping-kwong, ThomasChairman of the Meeting-3-

THE COMPANIES ORDINANCE (CHAPTER 32)SPECIAL RESOLUTIONOFSUN HUNG KAI PROPERTIES LIMITED(新鴻基地產發展有限公司)PASSED ON THE 6TH DAY OF DECEMBER, 2007At the Annual General Meeting of the Company held at 53rd Floor, Sun Hung Kai Centre, 30Harbour Road, Hong Kong on 6 December 2007 at 12:00 noon, the following resolution waspassed as a special resolution:“THAT the articles of association of the Company be and are hereby amended as follows:(a)a new definition of “Director” be added to Article 2 as follows:“Director(b)“Director” shall mean any director from time to time of the Company;”Article 27 be amended by adding the following to the end of that article:“, or by publication on the website of the Company in accordance with the Listing Rulesor in such other manner as permitted under the Listing Rules.”(c)Article 95 be amended by deleting the second sentence and replacing it with thefollowing:“Any Director so appointed shall hold office only until the next following generalmeeting of the Company (in case of filling a casual vacancy) or until the next followingannual general meeting of the Company (in case of an addition to the Board) and shallthen be eligible for re-election, but shall not be taken into account in determining theDirectors who are to retire by rotation at such meeting.”(d)Article 103(A)(ii) be amended by adding the following to the end of that article:“or any transaction in which he or any of his associates is materially interested, save forthose as specified under (B)(ii) below.”(e)Article 103(D) be deleted in its entirety and replaced with the following:“Any Director may act by himself or by his firm in a professional capacity for theCompany and he or his firm shall be entitled to remuneration for professional services asif he were not a Director, provided that it is in compliance with the Listing Rules andnothing herein contained shall authorise a Director or his firm to act as Auditor to theCompany.”-1-

(f)Article 104(A) be amended by adding the following to the end of the first sentence:“provided that each Director, including those appointed for a specific term, should besubject to retirement by rotation at least once every three years or in such other manner ofrotation as may be required by the Listing Rules or other codes, rules and regulations asmay be prescribed by the applicable regulatory authority from time to time. ”(g)Article 108 be deleted in its entirety and replaced with the following:“No person, other than a retiring Director, shall, unless recommended by the Board forelection, be eligible for election to the office of Director at any general meeting, unlessthere shall have been lodged with the Company notice in writing signed by a member(other than the person to be proposed) duly qualified to attend and vote at the meeting forwhich such notice is given of his intention to propose that person for election as aDirector and also notice in writing signed by that person of his willingness to be electedas a Director. Unless otherwise determined by the Directors and notified by theCompany to the members, the period for lodgment of the said notices shall be a 7-dayperiod commencing on the day after the dispatch of the notice of the meeting for suchelection of Director(s) and ending on the date falling 7 days after the dispatch of the saidnotice of the meeting. If the Directors should so determine and notify the members of adifferent period for lodgment of the said notices, such period shall in any event be aperiod of not less than 7 days, commencing on no earlier than the day after the dispatch ofthe said notice of the meeting and ending no later than 7 days prior to the date of suchmeeting.”(h)Article 110 be amended by deleting the word “annual” from the last sentence of thatarticle.(i)Article 119 be deleted in its entirety and replaced with the following:“A Director appointed to an office under Article 117 shall ipso facto and immediatelycease to hold such office if he shall cease to hold the office of Director for any case, butshall whilst holding that office be subject to retirement by rotation in accordance withArticle 104.”(j)Article 121(B) be amended by deleting the first paragraph of that article and replacing itwith the following:“Without prejudice to the general powers conferred by these Articles and save that it is incompliance with the Listing Rules, it is hereby expressly declared that the Board shallhave the following powers:”(k)Article 170 be amended by adding the following to the end of that article:“, or by publication on the website of the Company in accordance with the Listing Rulesor in such other manner as permitted under the Listing Rules.””(Sd.) KWOK Ping-sheung, WalterChairman-2-

Company No. 28646THE COMPANIES ORDINANCE (CHAPTER 32)SPECIAL RESOLUTIONOFSUN HUNG KAI PROPERTIES LIMITEDPASSED ON THE 9th DAY OF DECEMBER, 2004At the Annual General Meeting of the Company held at 53rd Floor, Sun Hung Kai Centre, 30Harbour Road, Hong Kong on 9 December 2004 at 12:00 noon, the following resolution waspassed as special resolution:“8.THAT the regulations contained in the document marked “A” produced to the meetingand, for the purpose of identification, signed by the Chairman hereof, be and are herebyadopted as the articles of association of the Company to the exclusion of and insubstitution for all the existing articles of association of the Company.”(Sd.) KWOK Ping-sheung, WalterChairman-1-

No.28646(COPY)CERTIFICATE OF INCORPORATION ON CHANGE OF NAMEWHEREAS Sun Hung Kai (Holdings) Limited(新鴻基地產發展有限公司) was incorporated in Hong Kong as a limitedcompany under the Companies Ordinance on the Fourteenth day of July, 1972;AND WHEREAS by special resolution of the Company and with theapproval of His Excellency the Governor duly given on his behalf underdelegated powers, it has changed its name;NOW THEREFORE I hereby certify that the Company is a limitedcompany incorporated under the name of Sun Hung Kai PropertiesLimited (新鴻基地產發展有限公司).GIVEN under my hand this Sixteenth day of March, One Thousand NineHundred and Seventy-three.(Sd.) SHAM Faifor Registrar of Companies,Hong Kong.-1-

No.28646(COPY)CERTIFICATE OF INCORPORATIONI HEREBY CERTIFIED thatSUN HUNG KAI (HOLDINGS) LIMITED(新鴻基地產發展有限公司)is this day incorporated in Hong Kong under the Companies Ordinance, and thatthis company is limited.GIVEN under my hand this Fourteenth day of July, One Thousand NineHundred and Seventy-two.(Sd.) SHAM Faifor Registrar of Companies,Hong Kong.-1-

THE COMPANIES ORDINANCECompany Limited by SharesAMENDEDMEMORANDUM OF ASSOCIATIONOFSUN HUNG KAI PROPERTIES LIMITED*(新鴻基地產發展有限公司)l.The name of the Company is "SUN HUNG KAI PROPERTIES LIMITED(新鴻基地產發展有限公司)".2.The Registered Office of the Company will be situate in the Colony of Hong Kong.3.The objects for which the Company is established are:-*(1)To invest the capital and other moneys of the Company in the purchase or uponthe security of shares, stocks, debentures, debenture stock, bonds, mortgages,obligations and securities of any kind issued or guaranteed by any company,corporation or undertaking of whatever nature and whatsoever constituted orcarrying on business, and shares, stocks, debentures, debenture stock, bonds,mortgages, obligations and other securities issued or guaranteed by anyGovernment, Sovereign Ruler, Commissioners, Trust, Authority or other bodyof whatever nature and wheresoever situated.(2)To acquire by purchase, subscription or otherwise and to hold for investment orotherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise dealwith or dispose of stocks, bonds, or any other obligations or securities of anycorporation or corporations; to merge or consolidate with any corporation insuch manner as may be permitted by law; to aid in any manner any corporationwhose stock, bonds or other obligations are held or in any manner guaranteedchange of company name on 16th March 1973-1-

by the Corporation and/or in which the Corporation is in any way interested;and to do any other acts or things for the preservation, protection, improvementor enhancement of the value of any such stock, bonds or other obligations, or todo any acts or things designed for any such purpose; and while owner of anysuch stock, bonds or other obligations to exercise all the rights, powers andprivileges of ownership thereof, and to exercise any and all voting powersthereon; to guarantee the payment of dividends upon any stock, or the principalor interest or both of any bonds or other obligations and the performance of anycontracts.(3)To carry on in any part of the world business as financiers, capitalists,concessionaires, commercial agents, commissioners, mortgage and bullionbrokers and financial agents and advisers.(4)To carry on all or any of the business usually carried on by land investment,land development, land mortgage and real estate companies in all their severalbranches.(5)To develop, improve and utilize any land within the said Colony or elsewhereacquired by the Company, or in which the Company is interested, and lay outand prepare the same for building purposes, construct, alter, pull down, decorate,maintain, fit up and improve buildings, roads, and conveniences, and to plant,pave, drain, maintain, let on building lease or building agreement any such land,and advance money to, enter into contracts and arrangements of all kinds withbuilders and tenants of and others interested in any such land.(6)To purchase, take on lease, hire or otherwise acquire in the said Colony orelsewhere any real or personal property or any rights or interests therein, whichthe Company may think necessary or convenient for effectuating any of itsobjects, and in particular any lands, plantations, houses, factories, warehouses,plant, machinery, patents, concessions, trade marks, trade names, copyrights,licences, stocks, material or property of any description and to work, use,maintain and improve, sell, let, surrender, mortgage, charge, dispose of orotherwise deal with the same or any other property of the Company, including,in respect of any patent or patent rights belonging to the Company, the grant oflicences or authorities to any person, corporation, or company to work the same.(7)To construct, build, execute, improve, alter, maintain, develop, work, manage,carry out, control and otherwise deal with engineering and construction works,and conveniences of all kinds including harbour works, air-ways, aerodromes orairfields, roads, docks, tramways, railways, branches or sidings, telegraphs,telephones, buildings, bridges, concrete or reinforced concrete structures,reservoirs, water-courses, canals, water-works, embankments, irrigations,reclamations, sewage, draining, dredging and conservancy works, piers, jetties,wharves, manufactories, warehouses, hotels, restaurants, electric works, water,steam, gas, oil and electric power works in general, shops and stores, hangars,garages, public utilities and all other works and conveniences of every kind anddescription both public or private and to contribute to, subsidise, or otherwiseassist or take part in the construction, improvement, maintenance, development,working, management, planning, carrying out, or control thereof.-2-

(8)To finance and assist persons purchasing or taking leases from or otherwisehaving dealings with the Company.(9)To grant easements, profits a prendre or other rights in over or under any landsand to acquire such rights in over or under any adjoining lands.(10)To lend or advance money to builders and other persons or securities of alldescriptions, whether real or personal, and to grant loans upon mortgage of anylands, buildings and premises, of whatever tenure and wherever situate, for theimprovement thereof or otherwise.(11)To carry on the business of builders, architects and surveyors, brick and tilemakers, house and estate agents.(12)To purchase or otherwise acquire and to carry on the manufacture of portablebuildings for use as offices storage or any other purpose connected with thework of builders and contractors.(13)To carry on business as auctioneers, land and estate agents and managers, rentcollectors, average adjusters, yacht agents and brokers, assessors, appraisers,surveyors, brokers and valuers in respect of all classes of property both real andpersonal; to take stock and prepare inventories, to purchase, sell or otherwisedeal in real and personal property, to construct, own, manage and let auctionrooms, to finance builders and to take part in the development and exploitationof any kind of property; to undertake agencies and generally to undertake anybusiness, work or transaction usually undertaken by auctioneers, estate agentsor valuers, or which might advantageously be carried on by them.(14)To undertake the cus

A new set of articles of association of Sun Hung Kai Properties Limited is to be adopted by the shareholders at the annual general meeting to be held on day, 12 November 2015Thurs. The existing articles of association remain in full force and ef fect until the adoption of the n ew articles of association. AMENDED MEMORANDUM AND