Microsoft Word - e_813 Loan Agreement_v3

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.

SHIMAO PROPERTY HOLDINGS LIMITED

世茂房地產控股有限公司

(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 Property Holdings Limited (the "Company") 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 2015 and entered into between, among others, Peak Castle Assets Limited, being an indirect wholly-owned subsidiary of the Company, as borrower (the "Borrower"), the Company and Mr. Hui Wing Mau ("Mr. Hui"), being the Chairman of the Company, as guarantors, Bank of China Limited, Macau Branch, Bank of China Limited, Sydney Branch, Bank of China (Malaysia) Berhad and Bank of China Limited-Manila Branch as arrangers and original lenders and Bank of China Limited, Macau Branch as agent, a term loan facility in the amount of US$89,000,000 (the "Loan Facility") will be made available to the Borrower for a term of
48 months from the date of the Facility Agreement.
As at the date of this announcement, Mr. Hui beneficially owns approximately 64.99% 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; (ii) to maintain (directly or indirectly) at least
51 per cent. beneficial shareholding interest in the issued share capital of the Company; (iii) to have the power to direct the management of the Company, whether through the ownership of voting capital, by contract or otherwise; or (b) Mr. Hui ceases to be the chairman of the Board of the Company and is not replaced by Mr. Hui Sai Tan, Jason as the immediate replacement chairman of the Board of the Company 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.
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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 Property Holdings Limited Lam Yee Mei, Katherine Company Secretary

Hong Kong, 22 April 2015

As at the date of this announcement, the Board of the Company comprises five executive directors, namely, Mr. Hui Wing Mau (Chairman), Mr. Hui Sai Tan, Jason (Vice Chairman), Mr. Xu Younong, Ms. Tang Fei and Mr. Liao Lujiang; one non-executive director, namely, Mr. Liu Sai Fei; and three independent non-executive directors, namely, Ms. Kan Lai Kuen,

Alice, Mr. Lu Hong Bing and Mr. Lam Ching Kam.

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