AIA Group Limited (SEHK:1299) entered into the Sale and Purchase Agreement to acquire remaining 10% stake in Bayshore Development Group Limited from Lai Sun Development Company Limited (SEHK:488) for HKD 14.2 billion on April 8, 2024. Under the terms of agreement, the Consideration shall be based on the amount equivalent to 10% of the Net Asset Value based on the Audited Completion Account. Please refer to the paragraph headed ?Calculation of Net Asset Value? below for the basis of calculating the Net Asset Value. Initial Consideration Subject to post-completion adjustment as described below, the initial consideration for the Sale Shares payable by the Purchaser to the Vendor upon Completion (the ?Initial Consideration?) shall be HKD 1,421,626,325, which is an amount equivalent to 10% of the Net Asset Value based on the Proforma Completion Accounts. Final Consideration The Initial Consideration shall be adjusted based on the amount equivalent to 10% of the Net Asset Value based on the Audited Completion Accounts (the ?Final Consideration?). Payment terms The Consideration shall be payable in the following manner: (i) the Initial Consideration shall be payable by the Purchaser to the Vendor upon Completion; and (ii) an amount equivalent to the difference between the Initial Consideration and the Final Consideration shall be payable within ten (10) Business Days after the date of issue of the Audited Completion Accounts by (x) the Purchaser to the Vendor (if the Final Consideration exceeds the Initial Consideration); or (y) the Vendor to the Purchaser (if the Initial Consideration exceeds the Final Consideration). Taking into account the time anticipated for preparing the necessary information for inclusion in the circulars, it is expected that the circulars shall be despatched to the LSG Shareholders and the LSD Shareholders (as the case may be) on or before May 10, 2024. Upon Completion, each of the LSG Group and the LSD Group will cease to hold any interest in Bayshore Development.

The Disposal is subject to the approval of the LSG Shareholders at the LSG GM by way of poll. Completion shall be subject to and conditional upon the Purchaser being satisfied with the following (the?Conditions?): (a) Bayshore Development being and as at Completion remaining the sole legal and beneficial owner of the Property and the title to the Property (subject to otherwise provided in the Sale and Purchase Agreement), and being good and free from all encumbrances; (b) the Vendor being and as at Completion remaining the sole legal and beneficial owner of the Sale Shares and the title to the Sale Shares being good and free from all encumbrances; (c) there being no compulsory acquisition or notice, demand, direction or order of intended resumption and acquisition by the Relevant Authority affecting the Property or any part(s) thereof or otherwise materially and adversely affecting the Property or any part(s) thereof; (d) all the warranties given by the Vendor in the Sale and Purchase Agreement remaining true and accurate and not misleading as at Completion and there being no circumstance which results in a Material Adverse Change (or Effect) on (i) the Property; (ii) Bayshore Development; and/or (iii) the transactions contemplated under the Sale and Purchase Agreement; (e) there being no outstanding claims, proceedings or any other legal procedures having a Material Adverse Change (or Effect) on Bayshore Development and/or on the Property (or any part thereof); and (f) all necessary consents, confirmations, permits, approvals, licences and authorisations from all Relevant Authority or otherwise required from any third parties in connection with the transactions contemplated under the Sale and Purchase Agreement having been obtained. The Deed of Taxation Indemnity will be entered into upon Completion. Pursuant to the Deed of Taxation Indemnity, the Vendor and LSD will jointly and severally agree to indemnify the Purchaser and Bayshore Development from and against, among other things, 10% of taxation liabilities made against Bayshore Development, save as otherwise provided in the Deed of Taxation Indemnity, up to the Completion Date. The transaction is expected to close on May 31, 2024. The net proceeds from the Disposal are intended to be applied towards repayment of bank loans and/or as general working capital of the LSD Group. As on May 7, 2024, Accordingly, the Directors the Shareholders to vote in favour of the ordinary resolution approving, confirming and ratifying the Sale and Purchase Agreement and the Disposal and the transactions contemplated thereunder at the GM. On May 22, 2024, The Board is pleased to announce that all the resolutions including those as set out in the GM Notice were duly passed as ordinary resolutions by way of poll at the GM. PWC and Ernst & Young acted as accountant and Tricor Tengis Limited acted as share registrar to Lai Sun Development.

AIA Group Limited (SEHK:1299) completed the acquisition of remaining 10% stake in Bayshore Development Group Limited from Lai Sun Development Company Limited (SEHK:488) on May 31, 2024.