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 Bermuda with limited liability)

website: www.ir.shangri-la.com

(Stock code: 00069)

OVERSEAS REGULATORY ANNOUNCEMENT

Reference is made to the overseas regulatory announcement made by Shangri-La Asia Limited ("Company") dated 12 November 2012 in relation to an announcement ("Announcement") released by Shangri-La Hotel Public Company Limited ("SHPCL"), a company listed on the Stock Exchange of Thailand ("SET") and a 73.61% owned subsidiary of the Company, regarding the following matters of SHPCL:
1. financial results of SHPCL for the period ended 30 September 2012
2. disposal of ordinary shares in Cuscaden Properties Pte. Ltd. by SHPCL ("Disposal")
The Company was informed by SHPCL that part of the Announcement regarding the Disposal was amended and a revised announcement ("Revised Announcement") was released by SHPCL to SET later on 12 November 2012. The following is a reproduction of the Revised Announcement as required by the Note to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As at the date hereof, the directors of the Company are:

Executive directors

Mr KUOK Khoon Ean (Chairman) Mr LUI Man Shing

Mr Madhu Rama Chandra RAO Mr Gregory Allan DOGAN

Non-executive directors

Mr HO Kian Guan

Mr Roberto V ONGPIN

Mr HO Kian Hock (alternate to Mr HO Kian Guan)

Independent non-executive directors

Mr Alexander Reid HAMILTON Mr Timothy David DATTELS

Mr WONG Kai Man

Mr Michael Wing-Nin CHIU Professor LI Kwok Cheung Arthur

Hong Kong, 13 November 2012

* For identification purpose only


To : Managing Director
The Stock Exchange of Thailand
Date : November 12, 2012
Re : Disposal of ordinary shares in Cuscaden Properties Pte. Ltd. Dear Sirs,
The Board of Directors ("Board") of Shangri-La Hotel Public Company Limited ("Company") would like to inform you of the following resolutions passed at its Board Meeting No. 4/2012 held on November 12,
2012:-
1) Subject to the approval of the Shareholders of the Company, the Board has approved the disposal of
14,892,000 ordinary shares in Cuscaden Properties Pte. Ltd. ("CPL"), representing 14.60% of the total share capital of CPL, held by Hasfield Holdings Pte. Ltd. ("HHL"), a wholly owned subsidiary of Town Development Co., Ltd. which in turn is a wholly owned subsidiary of the Company, at a total consideration of S$ 76,456,100, to Shangri-La Hotel Limited ("SLS"), a private limited company incorporated in Singapore and an indirect wholly owned subsidiary of Shangri-La Asia Limited ("SA") which is considered to be a connected person of the Company.
Pursuant to Clause 4 and Clause 7 of the "Notification of the Board of Governors of the Stock Exchange of Thailand" regarding "Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004", the net profit after tax from normal course of business operations derived from CPL (proportionate to HHL's 14.60% shareholding therein) for the nine-month period ended September 30, 2012 was 406.62% of the net profit of the Company and its subsidiaries for the nine-month period ended September 30, 2012. In addition, the said transaction is also considered to be a connected transaction under the "Notification of the Board of Governors of the Stock Exchange of Thailand" regarding "Disclosure of Information and Acts of Listed Companies Concerning the Connected Transactions, 2003 (Complete version) and (No. 2), 2004". Therefore, a shareholders' meeting of the Company to approve the said transaction is required.
2) Any two Directors of the Company have been authorised to appoint an Independent Financial Advisor to provide independent opinion to the Shareholders of the Company regarding the said transaction.
3) That the "record date" on which the Shareholders of the Company have the right to attend and vote at the Extraordinary General Meeting of Shareholders No. 1/2013 shall be November 30, 2012. Further, December 3, 2012 shall be the Company's share register book closing date for collecting names of the Shareholders under Section 225 of the Securities and Exchange Act.
4) That the Extraordinary General Meeting of Shareholders No. 1/2013 will be held on January 30, 2013 at 10.00 a.m. at Myanmar Room, 3rd Floor, Chao Phya Tower, Shangri-La Hotel, Bangkok.
That the agenda for the Extraordinary General Meeting of Shareholders No. 1/2013 will be as follows:
4.1) To consider approval of the minutes of the Annual General Meeting of Shareholders No. 1/2012 which was held on April 25, 2012;
4.2) To consider approval of disposal of 14,892,000 ordinary shares in CPL, representing 14.60% of the total share capital therein, by HHL to SLS.
Yours faithfully,

Mrs. Pavinee Meensuk
Director and Company Secretary

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Shangri-La Hotel Public Company Limited Registration No. 0107537001773 Information Memorandum Regarding the Disposal of Assets to Related Party

The Board of Directors ("Board") of Shangri-La Hotel Public Company Limited ("Company") resolved at its meeting No. 4/2012 held on November 12, 2012 that, subject to the approval of the Company's Shareholders, the Board of the Company has approved Hasfield Holdings Pte. Ltd. ("HHL"), a wholly owned subsidiary of Town Development Co., Ltd. which in turn is a wholly owned subsidiary of the Company, to dispose of 14,892,000 ordinary shares ("Sale Shares") in Cuscaden Properties Pte. Ltd. ("CPL"), representing 14.60% of the total share capital of CPL, at a total consideration of S$ 76,456,100 (equivalent to approximately Baht 1,918,061,826), to Shangri-La Hotel Limited ("SLS") which is a private limited company incorporated in Singapore. SLS, an indirect wholly owned subsidiary of Shangri-La Asia Limited ("SA"), is considered to be a connected person of the Company. The details of the transaction are as follows:-

1. The date on which the transaction occured:

The disposal of the Sale Shares will be taken place after the Shareholders of the Company have approved the said transaction at an Extraordinary General Meeting of Shareholders No. 1/2013 ("EGM") which will be held on January 30, 2013. The transaction is expected to be completed on or before March 31, 2013.

2. Parties involved:

The Purchaser : SLS The Vendor : HHL Relationship with the Company:
The Company is a 73.61% indirectly owned subsidiary of SA whereas SLS is an indirect wholly owned subsidiary of SA. SLS is therefore a connected person of the Company under the "Notification of the Board of Governors of the Stock Exchange of Thailand" regarding "Disclosure of Information and Acts of Listed Companies Concerning the Connected Transactions, 2003 (Complete version) and (No. 2), 2004". Mr. Kuok Khoon Ean and Mr. Maris Pakdeetaveevivat who are members of the board of directors of SA, are also Directors of the Company. Furthermore, Mr. Kuok Khoon Ean and Madam Kuok Oon Kwong are directors of SLS and CPL. Madam Kuok Oon Kwong is also a Director of the Company and HHL.

3. General characteristics of the transaction:

Pursuant to Clause 4 and Clause 7 of the "Notification of the Board of Governors of the Stock Exchange of Thailand" regarding "Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004", the net tangible asset value ("NTA") of CPL (proportionate to HHL's 14.60% shareholding therein) as at September 30, 2012 including the shareholder's loan of S$ 9,766,006 (equivalent to approximately Baht 245,000,769) was 44.35% of the total NTA of the Company and its subsidiaries as at September 30, 2012. The total value of consideration received was 32.42% of the total value of assets of the Company and its subsidiaries as at September 30, 2012. The net profit after tax from normal course of business operations derived from CPL (proportionate to HHL's 14.60% shareholding therein) for the nine-month period ended September 30, 2012 was 406.62% of the net profit of the Company and its subsidiaries for the nine- month period ended September 30, 2012.
In addition, such transaction is also considered to be a connected transaction. The transaction value was 40.42% of the NTA of the Company and its subsidiaries as at September 30, 2012.

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Therefore, the approval from the Shareholders of the Company for the said transaction is required and the EGM will be held on January 30, 2013 for considering the transaction.

4. Details of the assets to be disposed of:

- Type of assets to be disposed of : 14,892,000 ordinary shares in CPL
- Scope of business of CPL : To develop, own and operate a hotel and shopping complex in
Singapore
- Registered capital of CPL : S$ 102,000,000 divided into 102,000,000 ordinary shares at S$ 1 each
- Paid-up capital of CPL : S$ 102,000,000
- Board of directors of CPL : 1) Mr. Goh Soo Siah
2) Mdm. Kuok Oon Kwong
3) Mr. Ang Poon Tiak
4) Mr. Kuok Khoon Ean
5) Mr. Kuok Meng Xiong
6) Mr. Madhu Rama Chandra Rao
7) Ms. Teo La-Mei
- Shareholders of CPL :

Name

No. of shares held

%

1) Allgreen Properties Limited

2) Shangri-La Hotel Limited

3) Hasfield Holdings Pte Ltd

56,508,000

30,600,000

14,892,000

55.40%

30.00%

14.60%

Total

102,000,000

100.00%

- Financial Highlights of CPL for 2010 - 2011 and the nine-month period ended September 30, 2012 :

(Baht '000)

2010

2011

9-month period of 2012

Revenues

1,877,832

2,023,601

1,509,595

Cost of Sales

678,078

732,117

536,053

Gross Profit

1,199,754

1,291,484

973,542

Total Expenses

507,904

529,288

411,001

Net Profit After Tax

886,056

904,390

522,178

Total Assets

15,054,403

16,269,862

16,306,808

Total Liabilities

4,480,648

4,054,953

3,569,720

Shareholders' Equity

10,573,755

12,214,909

12,737,088

5. Total consideration:

The total consideration for the Sale Shares is S$ 76,456,100 (equivalent to approximately Baht
1,918,061,826), which shall be paid by SLS to HHL in cash in full amount on or before March 31,
2013, subject to the approval of the Shareholders of the Company.

6. Total value of the assets to be disposed of:

The NTA of the Sale Shares (proportionate to HHL's 14.60% shareholding in CPL) as at September
30, 2012 was S$ 74,126,335 (equivalent to approximately Baht 1,859,614,848).

7. Valuation criteria:

The consideration of the Sale Shares is determined after arm's length negotiation between the
Company and SLS, based on the NTA of CPL as at August 31, 2012.

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8. Profit / (Loss) after tax and extraordinary item of CPL (proportionate to HHL's 14.60% shareholding in CPL) for two years before the transaction:

Profit / (Loss) after tax and extraordinary item of CPL (proportionate to HHL's 14.60% shareholding in CPL) for the years 2010 and 2011 were S$ 5,156,602 (equivalent to approximately Baht
129,364,176) and S$ 5,263,300 (equivalent to approximately Baht 132,040,940), respectively.

9. Expected profit from the transaction:

The profit expected to be derived from the transaction is S$ 59,895,981 (equivalent to approximately
Baht 1,502,616,465).

10. Utilization of the proceeds from the transaction:

The proceeds from the transaction including the shareholder's loans of S$ 9,766,006 (equivalent to approximately Baht 245,000,769) will be utilized by the Company to repay its outstanding loans granted by Shangri-La Treasury Limited, a wholly-owned subsidiary of SA, and a local bank and the remaining fund will be utilized to financing investment opportunities including funding the Company's existing projects in Myanmar.

11. Opinion of the Board of Directors of the Company:

The following Directors of the Company have not participated in discussion and voted for the said transaction:
1. Mr. Maris Pakdeetaveevivat (a common director of the Company and SA);
2. Madam Kuok Oon Kwong (a common director of the Company, HHL, SLS and CPL); and
3. Mr. Kuok Khoon Ean (a common director of the Company, SA, SLS and CPL).
The Board of the Company including its Audit Committee and its Independent Directors are of the view that the transaction is on normal commercial terms which is arrived at after arm's length negotiation between the parties and that the transaction is fair and reasonable and in the interest of the Company and its shareholders as a whole.

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