ANNOUNCEMENT PROPOSED DISPOSAL AND SEPARATE LISTING OF THE HOTEL PROPERTIES IN HONG KONG ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

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1 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. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. This announcement does not constitute and is not an offer to sell or the solicitation of an offer to buy any securities referred to in this announcement in the United States of America or elsewhere. The Company has not and does not intend to register any of these securities under the Securities Act of 1933, as amended (the US Securities Act ) and such securities may not be offered or sold in the United States of America absent registration under the US Securities Act or an exemption from registration. There is no intention to make any public offering of any of these securities in the United States of America or in any jurisdiction other than Hong Kong. (Stock Code: 41) ANNOUNCEMENT PROPOSED DISPOSAL AND SEPARATE LISTING OF THE HOTEL PROPERTIES IN HONG KONG ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED POSSIBLE MAJOR TRANSACTION This announcement is made pursuant to PN15, Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2) of the Listing Rules. Reference is made to the announcement of the Company dated 24 January 2013 in relation to the PN15 application made by the Company to the Stock Exchange. The Board announces that the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off. On 11 March 2013, the Trustee-Manager, as trustee-manager of Langham Hospitality Investments, and LHIL, submitted a listing application (Form A1) to the Stock Exchange for the listing of, and permission to deal in, the Share Stapled Units proposed to be jointly issued by Langham Hospitality Investments and LHIL on the Main Board of the Stock Exchange. The Proposed Spin-off will be implemented through, among other things, a transfer to LHIL of the Group's interest in the Owner Group which owns the Hotel Properties, namely: (i) The Langham, Hong Kong, (ii) Langham Place Hotel, Hong Kong, and (iii) Eaton, Hong Kong

2 It is intended that the Group will, immediately following the completion of the Proposed Reorganisation and the Proposed Spin-off, have an interest in not less than 51% of the Share Stapled Units in issue on the Listing Date. It is also intended that the Company will consolidate the financial results of the Trust Group as its subsidiary. Deutsche Securities Asia Limited and HSBC Corporate Finance (Hong Kong) Limited have been appointed by the Trustee-Manager and LHIL as joint sponsors for the Listing. In giving due regard to the interests of the Shareholders as required under PN15, it is intended that an assured entitlement to the Share Stapled Units by way of a preferential application in the Global Offering will be offered to qualifying Shareholders. The details of such assured entitlement are yet to be finalised and will be announced in due course. As it is expected that the highest of the applicable percentage ratios in respect of the Proposed Spin-off would exceed 25% but would be less than 75%, the Proposed Spin-off would, if it proceeds, constitute a deemed disposal by the Company under Rule of the Listing Rules and a major transaction for the Company under Chapter 14 of the Listing Rules. The Proposed Spin-off is therefore subject to, among other things, the approval from the Shareholders under paragraph 3(e)(1) of PN15 and Chapter 14 of the Listing Rules. The Company will comply with the applicable requirements of Chapter 14 of the Listing Rules (including the announcement, circular and shareholders approval requirement) as and when necessary. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Proposed Spin-off (including the Proposed Reorganisation). Dr. Lo Ka Shui, Mr. Lo Kai Shui, Madam Lo To Lee Kwan, Mr. Lo Hong Sui, Antony, Madam Law Wai Duen, Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui (the Concerted Parties ), all being Directors, together hold (as their respective personal interests, family interests, corporate interests and founder of discretionary trust, as the case may be) 173,969,707 shares of the Company representing 27.53% of the voting rights of the Company. These Concerted Parties are among the beneficiaries of a discretionary trust which holds another 208,891,692 shares of the Company representing 33.06% of the voting rights of the Company as at the date of this announcement. The Company intends to obtain a written approval from the Concerted Parties and their associates, who are a closely allied group of shareholders holding an aggregate of approximately 60.60% of the issued share capital of the Company as at the date of this announcement, for the Proposed Spin-off in accordance with Rule of the Listing Rules and upon such written shareholders approval being obtained, the Proposed Spin-off will be taken to have been duly approved in lieu of holding a general meeting of the Company. Investors are reminded that no final decision has yet been made by the Company as to whether and when the Proposed Spin-off will be effected. There is also no assurance that the approval of the Stock Exchange and/or the Listing Committee for the listing of, and permission to deal in, the Share Stapled Units on the Main Board of the Stock Exchange will be granted. The implementation of the Proposed Spin-off is also subject to market conditions. Further announcement in relation to the Proposed Spin-off will be made by the Company as and when necessary in compliance with the Listing Rules

3 Given the uncertainty as to whether the Proposed Spin-off will take place and if it does, when it will take place, Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company. INTRODUCTION This announcement is made pursuant to PN15, Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2) of the Listing Rules. Reference is made to the announcement of the Company dated 24 January 2013 in relation to the PN15 application made by the Company to the Stock Exchange. The Board announces that the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off. On 11 March 2013, the Trustee-Manager, as trustee-manager of Langham Hospitality Investments, and LHIL submitted a listing application (Form A1) to the Stock Exchange for the listing of, and permission to deal in, the Share Stapled Units proposed to be jointly issued by Langham Hospitality Investments and LHIL on the Main Board of the Stock Exchange. The Proposed Spin-off will be implemented through, among other things, a transfer to LHIL of the Group's interest in the Owner Group which owns the Hotel Properties, namely: (i) The Langham, Hong Kong, (ii) Langham Place Hotel, Hong Kong, and (iii) Eaton, Hong Kong. Deutsche Securities Asia Limited and HSBC Corporate Finance (Hong Kong) Limited have been appointed by the Trustee-Manager and LHIL as joint sponsors for the Listing. The net proceeds from the issue of the Share Stapled Units (which cannot be determined at this time) pursuant to the Global Offering will be primarily used by the Langham Hospitality Investments Group to fund part of the consideration for the acquisition of the Target Companies which own the Hotel Properties from the Company as described below. PROPOSED SPIN-OFF Overview of the structure of the proposed spin-off The Proposed Spin-off involves the spin-off and separate listing of the Hotel Properties on the Main Board of the Stock Exchange by way of the Share Stapled Units structure. Upon completion of the Global Offering, the Group s percentage interest in the Share Stapled Units will be reduced. It is intended that the Group will, immediately following the completion of the Proposed Reorganisation and the Proposed Spin-off, have an interest in not less than 51% of the Share Stapled Units in issue on the Listing Date. It is also intended that the Company will consolidate the financial results of the Trust Group as its subsidiary

4 LHIL LHIL is currently an indirect wholly-owned subsidiary of the Company and pursuant to the Proposed Spin-off, will become the holding company of the Langham Hospitality Investments Group, which will own the Hotel Properties. The Langham Hospitality Investments Group has been established primarily to own and invest in a portfolio of hotels, with an initial focus on hotels in Asia. There is no present intention for the Langham Hospitality Investments Group to engage in any other business, such as property development. At the time of the Listing, the Langham Hospitality Investments Group s hotel portfolio will comprise the Hotel Properties. Langham Hospitality Investments and the Trustee-Manager Langham Hospitality Investments will be a fixed single investment trust constituted by a Hong Kong law governed deed of trust to be entered into between the Trustee-Manager and LHIL. As a fixed single investment trust, Langham Hospitality Investments will only invest in securities and other interests in a single entity, being LHIL, and will confer on registered holders of units in Langham Hospitality Investments a beneficial interest in specifically identified property (being the ordinary shares in LHIL) held by Langham Hospitality Investments. The Trustee-Manager is an indirect wholly-owned subsidiary of the Company. Under the terms of the deed of trust which will constitute Langham Hospitality Investments, the Trustee-Manager will be appointed as the trustee and manager of Langham Hospitality Investments and will have legal ownership of the assets of Langham Hospitality Investments and will declare, under the deed of trust, that it will hold those assets on trust for the registered holders of units of Langham Hospitality Investments. The Trustee-Manager will have a specific and limited role, which is to administer Langham Hospitality Investments, and it will not be actively engaged in the management of the underlying operations of the Hotel Properties, which will be owned by the Langham Hospitality Investments Group. Under the terms of the deed of trust, the Trustee-Manager may be removed by a resolution proposed and passed at a meeting of the registered holders of the Share Stapled Units by a simple majority of over 50% of the total number of votes cast for such resolution. Share Stapled Units The Share Stapled Units to be jointly issued by Langham Hospitality Investments and LHIL pursuant to the Global Offering will comprise three components: (a) (b) (c) a unit in Langham Hospitality Investments; a beneficial interest in a specifically identified ordinary share in LHIL held by the Trustee-Manager, which is linked to the unit in Langham Hospitality Investments; and a specifically identified preference share in LHIL which is stapled to the unit in Langham Hospitality Investments. The rationale for the share stapling arrangement described above is to ensure that the Share Stapled Units are subject to all of the provisions of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and the Hong Kong Code on Takeovers and Mergers, including, but not limited to, provisions on protection of investors

5 An application has been made to the Stock Exchange for the Share Stapled Units to be listed on the Stock Exchange. There will be a single price quotation on the Stock Exchange for a Share Stapled Unit. No price quotations will be given for the individual components (unit, beneficial interest in an ordinary share or preference share) of a Share Stapled Unit. Proposed Reorganisation It is proposed that the Purchasers will acquire the Target Companies, which indirectly own the Hotel Properties through the Hotel Companies, from the Vendors, all being indirect wholly-owned subsidiaries of the Company, together with the related shareholder loans. The Company will guarantee the obligations of the Vendors under the relevant sale and purchase agreement. Consideration for the Proposed Reorganisation The consideration payable for the sale and purchase of the Target Companies will be determined with reference to: (a) (b) the net asset value of the Owner Group as at the Completion Date, with the valuation of the Hotel Properties determined by reference to their appraised value by an independent property valuer, subject to adjustments to reflect (i) the value of the Hotel Properties implied by the final offer price of the Share Stapled Units, and (ii) the difference between certain specified items in the pro forma completion balance sheet (such as receivables and payables) before and after audit; and the amount of the shareholders loans owing by the Target Companies to the Vendors or other members of the Group. The consideration for the Proposed Reorganisation will be paid to the Company (or its subsidiaries as the Company may direct) and will be settled by (a) the issue of Share Stapled Units, (b) the net proceeds derived from the issue of Share Stapled Units pursuant to the Global Offering, and (c) the loan proceeds from a facility to be entered into by a subsidiary of LHIL. Completion Completion of the Proposed Reorganisation is expected to take place on the day before the Listing Date. Business structure It is intended that upon Listing, the Hotel Properties (except for three retail outlets at Eaton, Hong Kong) will be leased to the Master Lessee, which is an indirect wholly-owned subsidiary of the Company, and managed by the Hotel Manager, which is also an indirect wholly-owned subsidiary of the Company

6 The Master Lease Agreements Pursuant to the Master Lease Agreements, the Master Lessee will agree to lease the Hotel Properties (except for three retail outlets at Eaton, Hong Kong) for a term of 14 years from and including the Listing Date. For the whole term of the Master Lease Agreements, the rent payable by the Master Lessee to each of the Hotel Companies will comprise a fixed base rent and a performance-based variable rent. Until 31 December 2019, the variable rent payable by the Master Lessee will be determined based on a formula with reference to the profits of the Hotel Properties. Thereafter, the variable rent payable will be calculated on a basis to be determined by an independent property valuer appointed by LHIL, for the period from 1 January 2020 to 31 December The variable rent will then be re-determined by an independent property valuer and such re-determined rate will apply for the remaining term of the Master Lease Agreements. The setting of the rent payable under the Master Lease Agreements by way of having a fixed annual base rent and a variable rent is a complementary structure designed to provide holders of Share Stapled Units with a visible and stable income stream, while sharing a portion of any potential upside in the profitability of the Hotel Properties. The fixed annual base rent will provide LHIL with a guaranteed rental income, which would reduce LHIL s exposure to risks in the hotel industry and provide downside protection and income certainty to the Langham Hospitality Investments Group in case of downturns in the hotel industry. The variable rent provides upside potential to income growth of LHIL. The Hotel Management Agreements Pursuant to the Hotel Management Agreements, the Hotel Manager will act as the sole and exclusive manager of the Hotel Properties to supervise, direct and control the business and day-to-day operations of the Hotel Properties. The Hotel Management Agreements will have an initial term of 30 years from and including the Listing Date, renewable on the same terms for a further 10 years by notice at the election of the Hotel Manager, and thereafter for successive 10-year terms by mutual agreement of the parties. Centralised Services and Marketing Agreements and Trademark Licence Agreements Langham Hotels Services Limited, also an indirect wholly-owned subsidiary of the Company, and the Hotel Manager will enter into Centralised Services and Marketing Agreements and Trademark Licence Agreements respectively with members of the Langham Hospitality Investments Group whereby Langham Hotels Services Limited will provide global marketing and advertising services, centralised reservations services and certain hotel specific services for each Hotel Property and the Hotel Manager will grant to each of the Hotel Companies, the Master Lessee, the Trustee-Manager and LHIL a licence to use the Langham Brands and other trademarks in respect of the Hotel Properties for the term of the Hotel Management Agreements

7 Settlement of certain fees by way of an issue of Share Stapled Units It is proposed that the hotel management fees payable under the Hotel Management Agreements and the licence fees payable under the Trademark Licence Agreements will be settled by an issue of Share Stapled Units to the Hotel Manager from and including the Listing Date until 31 December 2017, and thereafter by way of cash, the issue of Share Stapled Units, or a combination of both, at the election of the Hotel Manager. Distributions Langham Hospitality Investments will distribute to holders of Share Stapled Units 100% of the dividends, distributions and other amounts received by the Trustee-Manager from LHIL, after deducting applicable taxes and operating expenses of Langham Hospitality Investments. It is currently intended that LHIL will declare and distribute to the Trustee-Manager in respect of the ordinary shares forming part of the Share Stapled Units: (i) (i) 100% of the Group Distributable Income in respect of the period from the Listing Date to 31 December 2013 and each of the two financial years ending 31 December 2015; and not less than 90% of the Group Distributable Income in respect of each financial year thereafter, in each case, on a semi-annual basis. Group Distributable Income refers to the consolidated audited net profit after tax of the Langham Hospitality Investments Group for the relevant financial year or the relevant distribution period, after eliminating the effects of adjustments of certain items which are charged or credited to the income statement of the Langham Hospitality Investments Group for the relevant financial year or the relevant distribution period, but after further adjusting by deducting, at the discretion of the directors of LHIL, a sum equal to the aggregate of the following: (a) (b) any amounts paid and/or set aside in respect of the amount of reserves for furniture, fixtures and equipment and capital expenditure; and any amounts set aside to service future debt repayments and/or for the purpose of complying with covenants in any credit facility agreement. The amount of distributions will largely depend on the underlying performance of the Hotel Properties. Assured Entitlement In giving due regard to the interests of the Shareholders as required under PN15, it is intended that an assured entitlement to the Share Stapled Units by way of a preferential application in the Global Offering will be offered to qualifying Shareholders. The details of such assured entitlement are yet to be finalised and will be announced in due course

8 FURTHER INFORMATION ON THE HOTEL PROPERTIES The Langham, Hong Kong is a High Tariff A (according to the HKTB classification system), luxury hotel located close to Canton Road in the heart of Tsim Sha Tsui, one of the busiest commercial, shopping and leisure destinations in Hong Kong. Langham Place Hotel, Hong Kong is also a High Tariff A (according to the HKTB classification system) hotel and is the only large scale luxury hotel located in the heart of Mong Kok and is part of one of the largest mixed-use real estate developments in Hong Kong which comprises The Langham Place Shopping Mall and Grade A offices. Eaton, Hong Kong is a High Tariff B (according to the HKTB classification system) hotel and the largest hotel (in terms of the total number of rooms) located on Nathan Road in Yau Ma Tei, which is the key arterial road linking Tsim Sha Tsui and Mong Kong and a popular tourist area given its close proximity to well-known open-air local markets. For the year ended 31 December 2012, the weighted average of the occupancy rates across the Hotel Properties was over 89%. The following table sets out some key information with respect to each of the Hotel Properties: The Langham, Hong Kong Langham Place Hotel, Hong Kong Eaton, Hong Kong Total Address 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong 555 Shanghai Street, Mong Kok, Kowloon, Hong Kong 380 Nathan Road, Yau Ma Tei, Kowloon, Hong Kong Year of commencement of operations Gross floor Area ( 000 square feet) ,294 Number of rooms ,629 The selected key financial figures of the Langham Hospitality Investments Group for the two financial years ended 31 December 2012 are set out at the end of this announcement

9 It should be noted that the Langham Hospitality Investments Group will operate under a different business structure as described in the section headed Proposed Spin-off Business Structure above, and as such the above historical figures may not be an appropriate reference in assessing the performance of the Langham Hospitality Investments Group following completion of the Proposed Spin-off. THE BUSINESS OF THE GROUP The principal activities of the Group include property development and investment, hotel and restaurant operations, manager of real estate investment trust, trading of building materials, share investment, provision of property management and maintenance services and fitness centre operation. The Group s investment in office properties extends to the United States of America and its hotel portfolio covers Hong Kong, China, North America, Europe, Australia and New Zealand. Immediately following completion of the Proposed Spin-off, the Hotel Properties, comprising the Group s entire hotel portfolio in Hong Kong, will be owned by the Langham Hospitality Investments Group. The Langham Hospitality Investments Group will, immediately following the completion of the Proposed Spin-off, primarily be engaged in owning and investing in a portfolio of hotels, with an initial focus on hotels located in Asia. The Group will, immediately following the completion of the Proposed Reorganisation and the Proposed Spin-off, continue to manage its existing business (except for owning the Hotel Properties), and will focus more on developing its hotel management services operations and brand building. It may also participate in investment opportunities relating to the acquisition of completed hotels, branding of its furnished apartments as guesthouses to be operated under the Langham Brands or affiliated brands, and the development of uncompleted hotel projects should the opportunity arise. Where properties or investment opportunities acquired by or are made available to the Group are subject to the Right of First Refusal, the Group will offer them to the Langham Hospitality Investments Group. Immediately following completion of the Proposed Reorganisation and the Proposed Spin-off, the Group will not own any hotel properties in Hong Kong, but will continue to own an extensive international hotel portfolio under the Langham Brands, all located outside Asia, other than (i) the Langham Xintiandi, Shanghai, the PRC, which is a hotel in which the Group holds a 33.3% interest, and (ii) a hotel development project in Dalian, the PRC, which has not been completed and is part of a multi-purpose development, and in which the Group holds a 50% interest. RIGHT OF FIRST REFUSAL In order to maintain a clear delineation of the location of the completed hotel properties that the Group and the Langham Hospitality Investments Group respectively own and operate under the Langham Brands, it is proposed that the Company will grant to LHIL a right of first refusal, subject to certain conditions, to: - 9 -

10 (a) acquire completed, stand-alone hotels (i.e. not comprising part of a multi-purpose development complex) in Asia that the Group owns as to not less than 75% and that are being managed under the Langham Brands (the ROFR Hotels ) if the Group wishes to dispose of such hotels; (b) participate in investment opportunities offered to the Group for investing in ROFR Hotels; (c) acquire ROFR Hotels developed by the Group; and (d) acquire completed, stand-alone hotels in Asia owned as to not less than 75% by the Group which are being branded under the Langham Brands by the Group. It is proposed that the Right of First Refusal will apply from the Listing Date until the earliest of: (i) five years from the Listing Date; (ii) the date on which none of the hotel properties owned by Langham Hospitality Investments Group is leased to or managed by the Group (excluding Langham Hospitality Investments Group); (iii) the date on which the Group (excluding Langham Hospitality Investments Group), directly or indirectly, ceases to be interested in not less than 30% of the Share Stapled Units in issue; and (iv) the date on which the Share Stapled Units cease to be listed on the Stock Exchange. It is also proposed that Langham Hospitality Investments Group will grant a right of first refusal to the Group whereby the Langham Hospitality Investments Group will, for so long as the Group, directly or indirectly, continues to be interested in not less than 30% of the Share Stapled Units in issue, offer a right of first refusal to the Group to appoint members of the Group as the master lessee and/or hotel manager in relation to any hotels that is of the same or similar class as those being operated under the Langham Brands which the Langham Hospitality Investments Group will own in the future should it wish to appoint any third party as master lessee or hotel manager for those hotels. EFFECTS OF THE PROPOSED SPIN-OFF It is intended that the Group will, immediately following the separate listing of the Share Stapled Units, hold not less than 51% of the Share Stapled Units in issue. It is also intended that the Company will continue to consolidate the financial results of the Trust Group as its subsidiary

11 REASONS FOR AND BENEFITS OF THE PROPOSED SPIN-OFF The Board believes that the Proposed Spin-off will better position each of the Group and the Langham Hospitality Investments Group for growth in their respective lines of business and deliver clear benefits to both by: (i) (ii) (iii) (iv) (v) (vi) Unlocking the value of the Hotel Properties: The Board believes that a separate listing of the Hotel Properties will unlock their value for the Shareholders and identify and establish the fair value of the Hotel Properties. The Board anticipates that this value will represent an enhancement to their existing value within the confines of the Group to the benefit of the Shareholders. Focus and clarity of business: The Proposed Spin-off will allow the different management teams of the Group and the Langham Hospitality Investments Group to focus more effectively on their distinctive businesses. It will also facilitate dedicated management focus on further developing the Langham Hospitality Investments Group and capturing suitable opportunities. Creates own investor base for the Hotel Properties: The Proposed Spin-off will provide investors and the public with greater investment focus for both the Group and the Langham Hospitality Investments Group. Fundraising flexibility: As a result of the Proposed Spin-off, the Group and the Langham Hospitality Investments Group will have separate fundraising platforms in the equity and debt capital markets, which will increase financing flexibility for both entities. Continued benefit: As the Group will hold not less than 51% of the Share Stapled Units in issue immediately following the completion of the Proposed Spin-off, Shareholders will be able to participate in any growth and development of the Langham Hospitality Investments Group through the Group s majority holding interest in the Share Stapled Units. Increased financial resources: The funding raised by the Company through the Proposed Spin-off will enable the Group to continue to expand its existing businesses. LISTING RULES IMPLICATIONS As it is expected that the highest of the applicable percentage ratios in respect of the Proposed Spin-off would exceed 25% but would be less than 75%, the Proposed Spin-off would, if it proceeds, constitute a deemed disposal by the Company under Rule of the Listing Rules and constitute a major transaction for the Company under Chapter 14 of the Listing Rules. The Proposed Spin-off is therefore subject to, among other things, the approval from the Shareholders under paragraph 3(e)(1) of PN15 and Chapter 14 of the Listing Rules. The Company will comply with the applicable requirements of Chapter 14 of the Listing Rules (including the announcement, circular and shareholders approval requirement)

12 To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Proposed Spin-off (including the Proposed Reorganisation). Dr. Lo Ka Shui, Mr. Lo Kai Shui, Madam Lo To Lee Kwan, Mr. Lo Hong Sui, Antony, Madam Law Wai Duen, Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui (the Concerted Parties ), all being Directors, together hold (as their respective personal interests, family interests, corporate interests and founder of discretionary trust, as the case may be) 173,969,707 shares of the Company representing 27.53% of the voting rights of the Company. These Concerted Parties are among the beneficiaries of a discretionary trust which holds another 208,891,692 shares of the Company representing 33.06% of the voting rights of the Company as at the date of this announcement. The Company intends to obtain a written approval from the Concerted Parties and their associates, who are a closely allied group of shareholders holding an aggregate of approximately 60.60% of the issued share capital of the Company as at the date of this announcement, for the Proposed Spin-off in accordance with Rule of the Listing Rules and upon such written shareholders approval being obtained, the Proposed Spin-off will be taken to have been duly approved in lieu of holding a general meeting of the Company. GENERAL Investors are reminded that no final decision has yet been made by the Company as to whether and when the Proposed Spin-off will be effected. There is also no assurance that the approval of the Stock Exchange and/or the Listing Committee for the listing of, and permission to deal in, the Share Stapled Units on the Main Board of the Stock Exchange will be granted. The implementation of the Proposed Spin-off is also subject to market conditions. Further announcement in relation to the Proposed Spin-off will be made by the Company as and when necessary in compliance with the Listing Rules as and when necessary. Given the uncertainty as to whether the Proposed Spin-off will take place and if it does, when it will take place, Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company. DEFINITIONS Unless the context otherwise requires, capitalised terms used in this announcement shall have the following meanings: Board Centralised Services and Marketing Agreements Company the board of Directors the centralised services and marketing agreements proposed to be entered into between LHIL, each of the Hotel Companies, Langham Hotels Services Limited, the Master Lessee and the Trustee-Manager Great Eagle Holdings Limited (stock code: 41), a company incorporated in Bermuda with limited liability

13 and the shares of which are listed on the Stock Exchange Completion Date Directors Global Offering Group Hong Kong HKTB HK$ Hotel Companies Hotel Manager Hotel Management Agreements Hotel Properties Langham Brands Langham Hospitality Investments Langham Hospitality Investments Group the completion date of the conditional sale and purchase agreements in respect of the Proposed Reorganisation the directors of the Company the proposed offering of the Share Stapled Units to be jointly issued by Langham Hospitality Investments and LHIL for subscription (which includes the preferential offering of the Share Stapled Units to the qualifying Shareholders) the Company and its subsidiaries, excluding the Langham Hospitality Investments Group except where the context otherwise requires the Hong Kong Special Administrative Region of the People s Republic of China Hong Kong Tourism Board Hong Kong dollars, the lawful currency of Hong Kong Harvest Star International Limited, Langham Place Hotel (HK) Limited and Grow On Development Limited, each of which is wholly-owned by the Target Companies Langham Hotels International Limited, a company incorporated in Hong Kong with limited liability, which is wholly-owned by the Company the hotel management agreements proposed to be entered into between the Hotel Manager, the Master Lessee, each of the Hotel Companies, the Trustee-Manager and LHIL The Langham, Hong Kong, Langham Place Hotel, Hong Kong and Eaton, Hong Kong collectively, the Langham, Langham Place and Eaton brands Langham Hospitality Investments, to be constituted pursuant to a deed of trust under the laws of Hong Kong, the trustee of which will be the Trustee-Manager, for the purposes of the Proposed Spin-off LHIL and its subsidiaries, as if the Proposed Reorganisation had been completed

14 Langham Hotels Services Limited LHIL Listing Listing Committee Listing Date Listing Rules Master Lease Agreements Master Lessee Owner Group PN15 PRC Proposed Reorganisation Proposed Spin-off Purchasers Langham Hotels Services Limited, a company incorporated in Hong Kong with limited liability, which is wholly-owned by the Company Langham Hospitality Investments Limited, a company incorporated in the Cayman Islands with limited liability, which is currently indirectly wholly-owned by the Company the listing of the Share Stapled Units on the Main Board of the Stock Exchange the Listing Committee of the Stock Exchange the date of the Listing the Rules Governing the Listing of Securities on the Stock Exchange the master lease agreements proposed to be entered into between the Master Lessee and each of the Hotel Companies GE (LHIL) Lessee Limited, a company incorporated in Hong Kong with limited liability, which is wholly-owned by the Company the Target Companies and their subsidiaries Practice Note 15 of the Listing Rules the People s Republic of China, which for the purposes of this announcement, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan the proposed sale and purchase of the Target Companies from the Vendors to the Purchasers, together with the assignment of certain indebtedness owed to the Vendors or other member(s) of the Group by the Target Companies the Proposed Reorganisation and the separate listing of the Share Stapled Units on the Main Board of the Stock Exchange LHIL or its subsidiaries

15 Right of First Refusal ROFR Hotels Share Stapled Units the right of first refusal in respect of the ROFR Hotels to be granted by the Group to the Langham Hospitality Investments Group following completion of the Proposed Spin-off, details of which are set out in the section headed Right of First Refusal hotels subject to the Right of First Refusal as more particularly described in the section headed Right of First Refusal a combination of the following securities or interests in securities which, subject to the provisions of the deed of trust constituting Langham Hospitality Investments, can only be dealt with together and may not be dealt with individually or one without the others: (a) (b) (c) a unit, being an undivided interest in Langham Hospitality Investments; a beneficial interest in a specifically identified ordinary share in LHIL held by the Trustee-Manager which is linked to the unit in Langham Hospitality Investments; and a specifically identified preference share in LHIL which is stapled to the unit in Langham Hospitality Investments. Shareholders Stock Exchange Target Companies Trademark Licence Agreements Trustee-Manager Trust Group the shareholders of the Company The Stock Exchange of Hong Kong Limited Rowan Enterprises Limited, Braveforce Investments Limited, Baxter Investment Limited and Glendive Investment Limited, which indirectly hold the Hotel Properties through the Hotel Companies respectively the trademark licence agreements proposed to be entered into between Langham Hotels International Limited and each of the Hotel Companies and the Master Lessee, the Trustee-Manager and LHIL LHIL Manager Limited, a company incorporated in Hong Kong with limited liability, which is indirectly wholly-owned by the Company Langham Hospitality Investments and the Langham Hospitality Investments Group

16 Vendors Orwell Enterprises Limited, Bondcity Investments Limited and Hamni Properties Limited, all being indirect wholly-owned subsidiaries of the Company By Order of the Board Great Eagle Holdings Limited LO KA SHUI Chairman and Managing Director Hong Kong, 11 March 2013 As at the date of this announcement, the Board of Directors comprises five Executive Directors, namely Dr. LO Ka Shui (Chairman and Managing Director), Mr. LO Kai Shui (Deputy Managing Director), Mr. LO Hong Sui, Antony, Madam LAW Wai Duen and Mr. KAN Tak Kwong (General Manager); three Non-executive Directors, namely Madam LO TO Lee Kwan, Mr. LO Hong Sui, Vincent and Dr. LO Ying Sui; and four Independent Non-executive Directors, namely Mr. CHENG Hoi Chuen, Vincent, Professor WONG Yue Chim, Richard, Mrs. LEE Pui Ling, Angelina and Mr. ZHU Qi

17 Selected key financial figures of the Langham Hospitality Investments Group (The data is sourced from the draft consolidated financial statements for the Langham Hospitality Investments Group for the two years ended 31 December 2012) For the year ended 31 December HK$ 000 HK$ 000 Total revenue 1,623,459 1,490,539 Operating profit 504, ,900 EBITDA (Note) 659, ,339 Net profit (before taxation and extraordinary items) Net profit (after taxation and extraordinary items) 448, , , ,246 Note: EBITDA represents revenue less operating expenses before depreciation. EBITDA is not a standard measure under the Hong Kong Financial Reporting Standards and should not be considered in isolation or construed as an alternative to cash flows, net income or any other measure of performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities. EBITDA presented herein may not be comparable to (i) similarly titled measures presented by other companies or (ii) the data included in the Group s annual report, due to the elimination of certain related party transactions and the allocation of certain corporate expenses