General Announcement::POSSIBLE VERY SUBSTANTIAL DISPOSAL

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 any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities described herein have not been and will not be registered under the U.S. Securities Act. There will be no public offering of securities in the United States of America or any jurisdiction other than Hong Kong.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States of America or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to acquire, purchase or subscribe for any securities.

Shui On Land Limited

瑞 安 房 地 產 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 272)

ANNOUNCEMENT

POSSIBLE VERY SUBSTANTIAL DISPOSAL

IN RELATION TO THE PROPOSED SPIN-OFF AND SEPARATE LISTING

OF THE GROUP'S COMMERCIAL PROPERTIES AND ANCILLARY

BUSINESSES ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

PROPOSED CONDITIONAL SPECIAL DIVIDEND

INSIDE INFORMATION

Financial Adviser to the Company

Standard Chartered Bank

(Hong Kong) Limited

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This announcement is made pursuant to Rule 13.09(2), Chapter 14 and Practice Note 15 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

We refer to the Company's announcement dated 4 August 2021 in relation to the Proposed Spin-off. The Company has submitted a spin-off proposal to the Stock Exchange pursuant to Practice Note 15 and the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off.

The Board is pleased to announce that on 13 September 2021, Shui On Xintiandi submitted, through the Joint Sponsors, a listing application form (Form A1) to the Stock Exchange for the listing of, and permission to deal in, the Shui On Xintiandi Shares on the Main Board of the Stock Exchange.

THE PROPOSED SPIN-OFF

The Board announces that the Company proposes to spin-off and separately list the commercial investment properties and property management and asset management businesses of the Group which will be operated by Shui On Xintiandi.

The Proposed Spin-off and the Proposed Listing will be effected by way of the Global Offering, which is expected to comprise the Hong Kong Public Offering and the International Offering (which includes the Preferential Offering). Morgan Stanley Asia Limited and UBS Securities Hong Kong Limited are the Joint Sponsors of the Global Offering.

Immediately following the completion of the Global Offering, Shui On Xintiandi will continue to be a subsidiary of the Company and the Company will remain a controlling shareholder of Shui On Xintiandi.

ASSURED ENTITLEMENT

After due and careful consideration of the Proposed Spin-off, and having due regard to the interests of the Shareholders, it is intended that, if the Proposed Spin-off proceeds, an assured entitlement to the Shui On Xintiandi Shares will be provided to qualifying existing Shareholders in the Preferential Offering, subject to certain conditions, including the Shui On Xintiandi Board deciding to proceed with the Proposed Spin-off and the Global Offering, and the Listing Committee having approved the Proposed Listing.

Details of such assured entitlement have not yet been finalised. The Company will make further announcement(s) in this regard as and when appropriate.

PROPOSED CONDITIONAL SPECIAL DIVIDEND

The Board intends that, subject to completion of the Proposed Spin-off and the Proposed Listing, a Special Dividend be distributed to the Shareholders after completion of the Proposed Spin-off and the Proposed Listing.

Details of the Special Dividend, including the proposed amount, record date and payment date, have not yet been finalised. The Company will make further announcement(s) in this regard as and when appropriate.

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LISTING RULES IMPLICATIONS

The Proposed Spin-off constitutes a deemed disposal by the Company under Rule 14.29 of the Listing Rules. As one or more of the applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules in respect of the Proposed Spin-off is or are expected to be 75% or more, the Proposed Spin-off, if it proceeds, will constitute a very substantial disposal for the Company under Chapter 14 of the Listing Rules. The Proposed Spin-off is therefore subject to, among other things, the approval of the Shareholders under paragraph 3(e)(1) of Practice Note 15 and Chapter 14 of the Listing Rules.

DESPATCH OF CIRCULAR

A circular containing, among other things, (i) further details of the Proposed Spin-off, (ii) a letter of advice from the Independent Board Committee and a letter of advice from the Independent Financial Adviser on the Proposed Spin-off, (iii) a property valuation prepared by an independent property valuer appointed by the Company in connection with the Shui On Xintiandi Properties, (iv) other information as required under the Listing Rules and (v) a notice of the EGM at which an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, approve the Proposed Spin-off will be despatched to the Shareholders in due course.

IRREVOCABLE UNDERTAKING

Shui On Company Limited, which has an indirect interest in approximately 55.68% of the total issued share capital of the Company as at the date of this announcement, has provided a written irrevocable undertaking to vote in favour of the resolution to be proposed to approve the Proposed Spin-off at the EGM.

RECOMMENDATION

The Directors (other than the members of the Independent Board Committee, whose recommendation will be set out in a letter contained in the circular to be despatched) are of the view that the terms of the Proposed Spin-off are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FURTHER INFORMATION ON THE PROPOSED SPIN-OFF

In connection with the Proposed Spin-off, a redacted version of the Application Proof is available for review and download on the Stock Exchange's website at http://www.hkexnews.hk. The Application Proof, which contains, among other things, certain business and financial information relating to Shui On Xintiandi, is required by the Stock Exchange and the SFC solely for the purpose of providing information to the public in Hong Kong.

Shareholders and potential investors of the Company should note that the Application Proof is in draft form and the information contained in it is incomplete and is subject to change which can be material. The posting of the Application Proof does not give rise to any obligation or liability whatsoever on the Company.

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Shareholders and potential investors in the Company are reminded that the implementation of the Proposed Spin-off and the Global Offering is dependent on a number of factors and subject to a number of conditions, which may or may not be satisfied, including the approval of the Stock Exchange and the final decision of the Board and the Shui On Xintiandi Board, market conditions and other considerations. There is no certainty as to whether, and if so when, the Proposed Spin-off and the Global Offering will take place. Even if approval of the Shareholders at the EGM is obtained, the decision whether to proceed with the Proposed Spin-off will be at the discretion of the Directors, and, when doing so, the Directors will take into account all factors and other considerations they consider relevant, including prevailing market conditions. In addition, details of the Special Dividend are subject to the implementation of the Proposed Spin-off and the Proposed Listing and there is no assurance that the Special Dividend, if declared, will be paid, nor any assurance as to the amount or timing of the Special Dividend.

Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in or investing in the securities of the Company and are recommended to consult their professional advisers if they are in any doubt about their positions.

This announcement is not intended to, and does not, constitute an offer to sell or a solicitation of an offer to subscribe for or buy any Shui On Xintiandi Shares in connection with the Global Offering or otherwise. Any such offer or solicitation will be made solely through a prospectus or offering circular in compliance with applicable laws and any decision to subscribe for or buy Shui On Xintiandi Shares in connection with the Global Offering or otherwise should be made solely on the basis of the information contained in the relevant prospectus or offering circular. Other than in Hong Kong, no action has been or will be taken in any jurisdiction that would permit a public offering of the Shui On Xintiandi Shares to be offered in the Global Offering in any jurisdiction where action for that purpose is required, including the United States.

1. INTRODUCTION

This announcement is made pursuant to Rule 13.09(2), Chapter 14 and Practice Note 15 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

We refer to the Company's announcement dated 4 August 2021 in relation to the Proposed Spin-off. The Company has submitted a spin-off proposal to the Stock Exchange pursuant to Practice Note 15 and the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off.

The Board is pleased to announce that on 13 September 2021, Shui On Xintiandi submitted, through the Joint Sponsors, a listing application form (Form A1) to the Stock Exchange for the listing of, and permission to deal in, the Shui On Xintiandi Shares on the Main Board of the Stock Exchange.

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2. THE PROPOSED SPIN-OFF

The Board announces that the Company proposes to spin-off and separately list the following commercial investment properties and property management and asset management businesses of the Group which will be operated by Shui On Xintiandi by way of the listing of the Shui On Xintiandi Shares on the Main Board of the Stock Exchange:

1. 13 commercial investment properties located in the PRC which have completed construction and are producing rental income (the "Shui On Xintiandi Properties"); and
2. the commercial and residential property management business, commercial asset management business and certain ancillary and investments business (together, the "Commercial Properties and Ancillary Businesses").

Conditions of the Proposed Spin-off

The Proposed Spin-off will be conditional upon, among other things:

1. the approval of the Shareholders at the EGM;
2. the Listing Committee granting approval for the listing of, and permission to deal in, the Shui On Xintiandi Shares on the Main Board of the Stock Exchange and such approval not having been withdrawn;
3. the terms of the Global Offering being agreed among the Company, Shui On Xintiandi and the underwriters to the Proposed Listing;
4. the final decisions of the Board and the Shui On Xintiandi Board; and
5. market conditions and other considerations.

Global Offering

The Proposed Spin-off and the Proposed Listing will be effected by way of the Global Offering, which is expected to comprise the Hong Kong Public Offering and the International Offering (which includes the Preferential Offering). Morgan Stanley Asia Limited and UBS Securities Hong Kong Limited are the Joint Sponsors of the Global Offering.

Immediately following the completion of the Global Offering, Shui On Xintiandi will continue to be a subsidiary of the Company and the Company will remain a controlling shareholder of Shui On Xintiandi.

The Company intends that, if the Global Offering proceeds, substantially all of the net proceeds from the Global Offering will immediately be used for the settlement of certain shareholders' loan to be owed by Shui On Xintiandi to the Remaining Group arising from the reorganisation of Shui On Xintiandi for the purpose of the Proposed Spin-off. The proceeds received by the Company will allow the Company to reduce its debt and to acquire future landbank. The remainder of the net proceeds from the Global Offering will be retained by Shui On Xintiandi as working capital and for general corporate uses.

Details of the Global Offering have not yet been finalised. The Company will make further announcement(s) in this regard (including the expected proceeds) as and when appropriate.

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