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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 813)

ANNOUNCEMENT PURSUANT TO RULE 13.18

OF THE LISTING RULES

The board of directors (the "Board") of Shimao Group Holdings Limited (the "Company", together with its subsidiaries, the "Group") makes the following disclosures in compliance with Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Pursuant to the facility agreement (the "Facility Agreement") dated 22 April 2021 and entered into between, among others, the Company as borrower, various banks as lenders and The Hongkong and Shanghai Banking Corporation Limited as facility agent, a term loan facility in the amount of US$1,315,000,000 or its equivalent (the "Loan Facility") will be made available to the Company for a term of 48 months from the date of the Facility Agreement. The Loan Facility to be obtained under the Facility Agreement shall be applied by the Company for funding the refinancing of the existing indebtedness of the Company.

As at the date of this announcement, Mr. Hui Wing Mau ("Mr. Hui") beneficially owns approximately 65.05% of the issued share capital of the Company and is the controlling shareholder of the Company within the meaning of the Listing Rules.

As provided in the Facility Agreement, if (a) Mr. Hui and his family together cease: (i) to be the single largest shareholder of the Company; or (ii) to maintain (directly or indirectly) at least 51% beneficial shareholding interest in the issued share capital of the Company; or (iii) to have the power to direct the management of the Company, whether through the ownership

-1-

of voting capital, by contract or otherwise; or (b) Mr. Hui ceases to be the chairman of the Board and is not replaced by Mr. Hui Sai Tan, Jason as the immediate replacement chairman of the Board within 10 business days of any such cessation, the commitments under the Loan Facility may be cancelled and all amounts outstanding under the Loan Facility may become immediately due and payable.

Continuing disclosure pursuant to Rule 13.21 of the Listing Rules will also be made in subsequent interim and annual reports of the Company for as long as the circumstances giving rise to the obligation under Rule 13.18 of the Listing Rules continue to exist.

By order of the Board

Shimao Group Holdings Limited

Lam Yee Mei, Katherine

Company Secretary

Hong Kong, 22 April 2021

As at the date of this announcement, the Board of the Company comprises four Executive Directors, namely, Mr. Hui Wing Mau (Chairman), Mr. Hui Sai Tan, Jason (Vice Chairman and President), Ms. Tang Fei and Mr. Lu Yi; one Non-executive Director, namely, Mr. Ye Mingjie; and three Independent Non-executive Directors, namely, Ms. Kan Lai Kuen, Alice, Mr. Lyu Hong Bing and Mr. Lam Ching Kam.

-2-

Attachments

  • Original document
  • Permalink

Disclaimer

Shimao Property Holdings Limited published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 10:49:02 UTC.