CORPORATE GOVERNANCE AND OTHER INFORMATION MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) contained in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions of the Company by Directors. The Company has adopted a code of conduct regarding all Directors’, officers and employees’ securities transactions on terms no less exacting than the required standard set out in the Model Code. In response to specific enquiries made, all Directors confirmed that they have complied with the required standards set out in such code regarding their securities transactions throughout their tenure during the six months ended 30 June 2022. DISCLOSURE OF DIRECTORS’ INFORMATION PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES Changes in the information of directors required to be disclosed under Rule 13.51B(1) of the Listing Rules since the date of annual report 2021 of the Company are set out as follows: Ms Serene Siew Noi Nah was appointed as an independent non-executive Director of the Company and as a member of the Audit Committee and Nomination Committee with effect from 19 April 2022. She resigned as an executive director and chief financial officer of Kerry Properties Limited (stock code: 683) with effect from 31 August 2022. Ms Wei-Lin Kwee was appointed as an independent non-executive Director and as a member of the Remuneration Committee with effect from 25 May 2022 until the annual general meeting held at 1 June 2022 and with effect from 1 June 2022 after the annual general meeting. The Right Honourable Sir Hugo George William Swire, KCMG and Mr Robin Tom Holdsworth as independent nonexecutive Directors and Mr David Alasdair William Matheson as a non-executive Director retired from the Board at the conclusion of the annual general meeting held at 1 June 2022. Following their retirement, The Right Honourable Sir Hugo George William Swire, KCMG also ceased to be the chairman of the Nomination Committee, and Mr Robin Tom Holdsworth ceased to be a member of the Audit Committee. Mr Brett Harold Krause was appointed as the chairman of the Nomination Committee with effect from 1 June 2022. Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules. PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES Share Repurchase The Directors of the Company have been granted the general mandate (the “Repurchase Mandate”) pursuant to resolutions of the Shareholders of the Company (the “Shareholders”) passed on 2 June 2021 and 1 June 2022, to repurchase shares of the Company (the “Shares”) in the open market from time to time. Pursuant to the Repurchase Mandate, the Company is allowed to repurchase up to 10% of the total number of issued Shares as at the date of passing such resolution. During the six months ended 30 June 2022, the Company had repurchased, under the Repurchase Mandate, a total of 17,084,600 Shares on the Stock Exchange ranging from HK$19.80 to HK$23.00 per Share, representing approximately 0.38% of the issued Shares as at 30 June 2022 for a consideration of US$47.5 million (approximately HK$372.5 million, excluding transaction cost). The repurchased Shares have been cancelled. Details of Shares repurchased are as follows: Purchase price per share Month Number of shares repurchased Highest HK$ Lowest HK$ Aggregate consideration HK$ million May 5,836,000 23.00 22.15 131.9 June 11,248,600 23.00 19.80 240.6 17,084,600 372.5 R E A C H I N G N E W H E I G H T S 38
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