Suncity : ISSUE OF PERPETUAL SECURITIES

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SUNCITY GROUP HOLDINGS LIMITED

太陽城集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1383)

ISSUE OF PERPETUAL SECURITIES

On 18 August 2020, the Company and the Subscriber, a company wholly owned by Mr. Chau (the chairman, an executive Director and the controlling shareholder of the Company) entered into the Subscription Agreement, pursuant to which the Company agreed to issue, and the Subscriber agreed to subscribe for, the Perpetual Securities. The First Tranche Perpetual Securities was issued on the date of the Subscription Agreement to effect repayment of a pro tanto amount of the Existing Amount Due.

As at the date of this announcement, the Subscriber is wholly owned by Mr. Chau, the chairman, an executive Director and the controlling shareholder of the Company. Accordingly, the Subscriber is a connected person of the Company and the issuance of the Perpetual Securities by the Company to the Subscriber constitutes a financial assistance by the Subscriber to the Company and a connected transaction for the Company under Chapter 14A of the Listing Rules.

As (i) the Subscription Agreement was entered into after arm's length negotiations between the Company and the Subscriber and is on better term to the Company; and (ii) the Perpetual Securities are not secured by any assets of the Group, the issuance of the Perpetual Securities is fully exempt from the independent shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

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PERPETUAL SECURITIES

On 18 August 2020, the Company and the Subscriber, a company wholly owned by Mr. Chau (the chairman, an executive Director and the controlling shareholder of the Company) entered into the Subscription Agreement, pursuant to which the Company agreed to issue, and the Subscriber agreed to subscribe for, the Perpetual Securities. Principal terms of the Perpetual Securities are summarised below:

Aggregate Principal Amount:	Up to HK$6,000 million.
Issue Price:	100% of the principal amount of the Perpetual Securities to
	be issued, payable by the Subscriber in Hong Kong dollars.
Issue Date:	(i) The First Tranche Perpetual Securities have been issued
	on the date of the Subscription Agreement; and
	(ii) the Perpetual Securities remain unissued from time to
	time, in whole or in part, are to be issued after due receive
	of reasonable prior written notification by the Company
	from the Subscriber requesting for the issuance.
Form and Denomination:	In registered form and in the denomination of HK$1,000,000
	or integral multiples thereof.
Distribution Rate:	5.00% per annum.
Distribution:	Subject to the terms of the Perpetual Securities, the Perpetual
	Securities confer on their holder the right to receive distributions
	(each, a "Distribution") at the distribution rate of 5.00% per
	annum on the principal amount remain outstanding under the
	Perpetual Securities in issue from time to time accruing from
	the date of their issue (or if the Perpetual Securities are not
	issued on the same date, from their respective dates of issue)
	on a daily basis and shall be calculated on the basis of the
	actual number of days elapsed in a year of 365 days until the
	due date for redemption of the Perpetual Securities in issue.
Distribution Payment Date:	Distribution shall be paid to the holder of the Perpetual
	Securities on a date as may be notified by the Company to the
	holder in writing from time to time ("Distribution Payment
	Date").

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Distribution Deferral:	The Company may, at its sole discretion, elect to defer the
	Distribution which is otherwise scheduled to be paid on a
	Distribution Payment Date to a later Distribution Payment
	Date by giving notice to the Perpetual Securities holder of
	not less than five (5) Business Days prior to a scheduled
	Distribution Payment Date.
	The Company may, at its sole discretion, elect to further defer
	any deferred Distribution without any limit as to the number
	of times of deferral.
	Each amount of deferred Distribution shall bear interest as if
	it constituted the principal of the relevant Perpetual Securities
	in issue at the distribution rate of 5.00% per annum.
No obligation to pay	The Company shall have no obligation to pay any Distribution
Distributions:	(including any deferred Distribution and the additional
	Distribution payable thereon) on any Distribution Payment
	Date and any failure to pay Distribution shall not constitute a
	default of the Company in respect of the Perpetual Securities.
Restrictions in case of deferral:	In the event of deferral of Distributions (including any deferred
	Distribution and the additional Distribution payable thereon),
	the Company shall not and shall procure that no member of
	the Group shall (a) declare or pay any dividends, distributions
	or make any other payment on any Shares; or (b) redeem,
	reduce, cancel, buy-back or acquire for any consideration
	any Shares, other than in connection with any employee
	benefit plan or similar arrangements with or for the benefit of
	employees, officers, directors or consultants, unless and until
	the Company has satisfied in full all outstanding Distribution
	as deferred and the additional Distribution payable thereon.
No fixed redemption date:	The Perpetual Securities are perpetual securities in respect
	of which there is no fixed redemption date and the Company
	shall only have the right to redeem them in accordance with
	the terms of the Perpetual Securities.
	A Perpetual Securities holder has no right to require redemption
	of any outstanding principal amount of the Securities.

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Redemption at the option of the	The Company may at its option redeem the Perpetual
Company:	Securities, in whole, or in part only, on a day (each, a "Call
	Date") specified in a notice ("Call Notice") by giving prior
	notice of not less than five (5) Business Days to any holder
	or all holders of the Perpetual Securities upon or at any time
	after the occurrence of any of the following:
	(a) a Change in Control; or
	(b) the tenth (10th) anniversary of the date of issue of the
	Perpetual Securities (or if the Perpetual Securities are
	not issued on the same date, tenth (10th) anniversary of
	their respective dates of issue),
	provided that in the case of a redemption in part, the aggregate
	principal amount of the issued Perpetual Securities to be
	redeemed in relation to each holder of the Perpetual Securities
	shall be not less than HK$1,000,000.
Status and security:	The Perpetual Securities (when issued) will constitute direct,
	unsecured and unsubordinated obligations of the Company
	and will at all times rank at least pari passu without any
	preference or priority among themselves and with all other
	present and future unsecured and unsubordinated obligations
	of the Company other than those preferred by applicable law.
Transferability:	The Perpetual Securities may be transferred in whole or in
	part in accordance with the terms of the Perpetual Securities.
	The Company has the right to reject the registration of any
	transfer and registration of the transferee as holder of the
	Perpetual Securities to be transferred.
Voting:	The holder of any Perpetual Securities will not be entitled to
	receive notice of, attend or vote at general meetings of the
	Company by reason only of it being such a holder.
Listing:	No application will be made for the listing of the Perpetual
	Securities on the Stock Exchange or any other stock exchange.

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REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AGREEMENT, ISSUE OF THE PERPETUAL SECURITIES AND USE OF PROCEEDS

As at the date of the Subscription Agreement, the sum of outstanding loans due from the Company to the Subscriber together with interest accrued thereon amount to approximately HK$3,887.37 million ("Existing Amount Due"). The First Tranche Perpetual Securities is to effect repayment of a pro tanto amount of the Existing Amount Due.

The Perpetual Securities provide a stable source of funding to support the growth of the Group as well as to cope with its development. The Subscription demonstrated Mr. Chau's confidence in the Group going forward. The issuance of the First Tranche Perpetual Securities and the repayment of the Existing Amount Due will reduce the gearing ratio, enlarge the capital base and enhance the net asset position of the Group. Further, the Perpetual Securities remain unissued from time to time after the First Tranche Perpetual Securities will provide flexibility on the cash flow of the Group. Taking into account the aforesaid, the Board is of the view that the Subscription Agreement and the transactions contemplated thereunder are in the interests of the Company and its shareholders.

LISTING RULES IMPLICATIONS

As at the date of this announcement, the Subscriber is wholly owned by Mr. Chau, the chairman, an executive Director and the controlling shareholder of the Company. Accordingly, the Subscriber is a connected person of the Company and the issuance of the Perpetual Securities by the Company to the Subscriber constitutes a financial assistance by the Subscriber to the Company and a connected transaction for the Company under Chapter 14A of the Listing Rules.

As (i) the Subscription Agreement was entered into after arm's length negotiations between the Company and the Subscriber and is on better term to the Company; and (ii) the Perpetual Securities are not secured by any assets of the Group, the issuance of the Perpetual Securities is fully exempt from the independent shareholders' approval, annual review and all disclosure requirements under Rule 14A.90 of the Listing Rules.

DEFINITIONS

The following expressions have the following meanings in this announcement unless the content requires otherwise:

"associate"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors

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"Business Day"	means a day other than a Saturday or Sunday or public holiday
	in Hong Kong
"Change of Control"	Mr. Chau together with his associates ceases to be interested
	in more than 50% of the Shares in issue of the Company
"Company"	Suncity Group Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability with its issued
	Shares listed on the Main Board of the Stock Exchange (stock
	code: 1383)
"connected person"	has the meaning ascribed to it under the Listing Rules
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"Distribution"	has the meaning defined in "Perpetual Securities - Distribution"
	in this announcement
"Existing Amount Due"	has the meaning defined in "Reasons for and benefits of the
	Subscription Agreement, issue of the Perpetual Securities and
	use of proceeds" in this announcement
"First Tranche Perpetual	the first tranche of the Perpetual Securities in the amount
Securities"	of HK$3,887 million issued on the date of the Subscription
	Agreement
"Group"	the Company and its subsidiaries from time to time
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mr. Chau"	Mr. Chau Cheok Wa, the chairman, an executive Director and
	the controlling shareholder of the Company
"Perpetual Securities"	HK$6,000 million 5.00% perpetual securities of the Company
"Shares"	ordinary shares of HK$0.10 each in the share capital of the
	Company

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"Subscriber"	Star Hope Limited, a company incorporated in the British
	Virgin Islands with limited liability and wholly-owned by
	Mr. Chau
"Subscription"	the subscription of the Perpetual Securities by the Subscriber
	from the Company in accordance with the Subscription
	Agreement
"Subscription Agreement"	the subscription agreement dated 18 August 2020 entered
	into between the Company and the Subscriber in relation to
	the Subscription
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
	By order of the Board
	Suncity Group Holdings Limited
	Chau Cheok Wa
	Chairman
Hong Kong, 18 August 2020

As at the date of this announcement, the executive Directors are Mr. Chau Cheok Wa, Mr. Lo Kai Bong, Mr. Au Chung On John and Mr. Manuel Assis Da Silva; and the independent non-executive Directors are Mr. Tou Kin Chuen, Dr. Wu Kam Fun Roderick and Mr. Lo Wai Tung John.

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