REASONS FOR AND BENEFITS OF THE TRANSACTION                                     
                                                                                
The Sale Interest is a non-core asset in the Group's investment property        
portfolio and the Transaction enables Swire Pacific to realise cash from        
its investment in the Sale Interest.  The Group will apply the proceeds         
from the Transaction towards repayment of bank borrowings.                      
                                                                                
The Directors (including the independent non-executive Directors) consider      
that the Transaction is on normal commercial terms and in the ordinary and      
usual course of business of the Company, fair and reasonable and in the         
interests of the Company and its shareholders as a whole.                       
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
GENERAL                                                                         
                                                                                
As CITIC Pacific is a substantial shareholder of a subsidiary of Swire          
Pacific and Eldwin is a wholly owned subsidiary of CITIC Pacific, each of       
CITIC Pacific and Eldwin is a connected person of Swire Pacific.  The           
applicable percentage ratios as defined under Rule 14.07
Rules for the Transaction exceed 0.1% but are less than 2.5%.                   
Accordingly, the Transaction constitutes a connected transaction for Swire      
Pacific and is subject to the reporting and announcement requirements of        
Chapter 14A of the Listing Rules.                                               
                                                                                
                                                                                
DEFINITIONS                                                                     
                                                                                
                                                                                
"CITIC Pacific"                                                                 
                                                                                
CITIC Pacific Limited, a company incorporated in Hong Kong and listed on        
the Stock                                                                       
Exchange.                                                                       
                                                                                
"CITIC Square, Shanghai"                                                        
                                                                                
#CITIC Square, situated at 1168 Nanjing Xi Lu, Jingan District, Shanghai,       
PRC.                                                                            
                                                                                
"CITIC Square Co."                                                              
                                                                                
#(Shanghai CITIC Square Co., Ltd.), a subsidiary of CITIC                       
Pacific.                                                                        
                                                        
"Company" or "Swire Pacific"                                                    
                                                                                
Swire Pacific Limited, a company incorporated in Hong Kong and listed on        
the Stock                                                                       
Exchange, the principal activity of which is investment holding.                
                                                                                
"Directors"                                                                     
                                                                                
The directors of the Company.                                                   
                                                                                
"Eldwin"                                                                        
                                                                                
Eldwin Corporation, a company incorporated in the British Virgin Islands        
and a wholly                                                                    
owned subsidiary of CITIC Pacific.                                              
                                                                                
"Group"                                                                         
                                                                                
Swire Pacific and its subsidiaries.                                             
                                                                                
"JingAn"                                                                        
#(Shanghai Jingan City Trading Co., Ltd.), a holder of a 10%                    
equity interest in CITIC Square Co.                                             
                                                                                
"JingAn Agreement"                                      
                                                                                
The sale and purchase agreement together with a supplemental agreement          
both dated 5th                                                                  
October 2006 between Eldwin and JingAn for the purchase and sale of a 10%       
equity                                                                          
interest in CITIC Square Co.                                                    
                                                                                
"Join Resources"                                                                
                                                                                
Join Resources Limited, a company incorporated in Hong Kong and a               
subsidiary of CITIC                                                             
Pacific, the principal activity of which is investment holding.                 
                                                                                
"Listing Rules"                                                                 
The Rules Governing the Listing of Securities on the Stock Exchange.            
                                                                                
"Sale Interest"                                                                 
                                                                                
10.002% interest in CITIC Square, Shanghai, represented by 1,667 ordinary       
shares of HK$1                                                                  
each in the issued share capital of Join Resources and a shareholder's          
loan in the