cb7a0764-f288-491e-bd1e-eac9a718686f.pdf

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)


ISSUE OF NEW A SHARES BY SHANGHAI SHIMAO AND DISCLOSEABLE TRANSACTIONS


THE ISSUE PROPOSAL


The Board of the Company wishes to announce that on 14 March 2016, the Board of Shanghai Shimao approved the proposal of non-public issue of not more than 750,000,000 New A Shares to a fixed number of investors (including Shimao Jianshe). The Issue Proposal is conditional upon the fulfilment of the precedent conditions set out in the section headed "Conditions of Issue Proposal" below.


THE TRANSFER TRANSACTIONS


The Qianhai Shimao Agreements


On 14 March 2016, Shanghai Shimao and Shimao Jianshe entered into the Qianhai Shimao Agreements pursuant to which Shanghai Shimao has conditionally agreed to acquire and Shimao Jianshe has conditionally agreed to sell (i) 48.57% equity interests in Qianhai Shimao in consideration of which Shanghai Shimao shall issue certain New A Shares to Shimao Jianshe, and (ii) 2.43% equity interests in Qianhai Shimao in consideration of which Shanghai Shimao will pay the consideration in cash to Shimao Jianshe using part of the proceeds raised from the Issue Proposal. Upon completion of the Qianhai Shimao Agreements, Shanghai Shimao shall own 51% of the equity interests in Qianhai Shimao.


The Nanchang Shuicheng Agreement


On 14 March 2016, Shanghai Shimao, Shimao Jianshe and Shanghai Shiying entered into the Nanchang Shuicheng Agreement pursuant to which Shanghai Shimao has conditionally agreed to acquire, and Shimao Jianshe and Shanghai Shiying have conditionally agreed to sell, the entire equity interests in Nanchang Shuicheng. The Nanchang Consideration shall be paid by Shanghai Shimao in cash using part of the proceeds raised from the Issue Proposal.


The Hangzhou Shimao Agreement


On 14 March 2016, Shanghai Shimao and Far Flourish entered into the Hangzhou Shimao Agreement pursuant to which Shanghai Shimao has conditionally agreed to acquire, and Far Flourish has conditionally agreed to sell, the entire equity interests in Hangzhou Shimao. The Hangzhou Consideration shall be paid by Shanghai Shimao in cash using part of the proceeds raised from the Issue Proposal.


LISTING RULES IMPLICATIONS


Since the Transfer Transactions are entered into with Shanghai Shimao and within a 12-month period, pursuant to Rule 14.22 of the Listing Rules, their transaction amounts are aggregated for the purpose of determining relevant percentage ratios under Rule 14.07 of the Listing Rules. As one or more applicable percentage ratios calculated under Chapter 14 of the Listing Rules in respect of the Transfer Transactions are more than 5% but less than 25%, the Transfer Transactions will constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules, and are subject to reporting and announcement requirements under the Listing Rules.


THE ISSUE PROPOSAL


The Board of the Company wishes to announce that on 14 March 2016, the Board of Shanghai Shimao approved the proposal of non-public issue of not more than 750,000,000 New A Shares to a fixed number of investors (including Shimao Jianshe). The Issue Proposal is conditional upon the fulfilment of the precedent conditions set out in the section headed "Conditions of Issue Proposal" below.


Type and nominal value of the shares to be issued


The shares proposed to be issued are PRC domestically-listed RMB ordinary shares (A Shares), with a nominal value of RMB1.00 per share.


Target allottees


The number of target allottees of the Issue Proposal will not be more than 10 designated investors (including Shimao Jianshe). Other than Shimao Jianshe, the target allottees who comply with the requirements of CSRC include securities investment fund management companies, securities firms, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, other domestic legal person investors and natural persons. The target allottees will be determined by way of bidding and the New A Shares will be awarded to the target allottees which offer the best price.


Other than Shimao Jianshe, to the best of the Director's knowledge, information and belief, having made all reasonable enquiries, the target allottees of the Issue Proposal and their respective ultimate beneficial owners will be third parties independent of the Company and its connected persons (as defined in the Listing Rules) and Shanghai Shimao will not issue any New A Shares to any connected persons (as defined in the Listing Rules) of the Company under the Issue Proposal.

Issue Price


The price determination date of the Issue Proposal will be the first day of issue period of the Issue Proposal. The Issue Price will not be lower than 90% of the average trading price of A Shares for the 20 trading days preceding the price determination date. Upon the grant of approval from CSRC in respect of the Issue Proposal, the Issue Price will be determined by the Board of Shanghai Shimao and its sponsor (the lead underwriter) by way of bidding in accordance with the applicable rules, namely, the Detailed Implementation Rules for the Non-public Issuance of

Stocks by Listed Companies (上市公司非公開發行股票實施細則). Shimao Jianshe will

not be involved in the market price quotation process and shall undertake to accept the results of the market price quotation and subscribe for the New A Shares at the same price as other subscribers. The Issue Price is subject to adjustment for any ex-right or ex-dividend events of Shanghai Shimao, including dividend payment, issue of bonus shares and conversion of capital reserve into share capital during the period from the price determination date to the issuance date.


Number of shares to be issued


Not more than 750,000,000 New A Shares will be issued. The final number of New A Shares to be issued will be determined by the Board of Shanghai Shimao (with authorization from its general meeting) jointly with its sponsor (the lead underwriter) according to the relevant circumstances. The number of New A Shares to be issued is subject to adjustment for any ex- right and ex-dividend events of Shanghai Shimao, including dividend payment, issue of bonus shares and conversion of capital reserve into share capital during the period from the announcement date of Board resolutions of Shanghai Shimao to the issuance date.


Use of proceeds


The Issue Proposal is proposed to raise an amount not more than RMB6,670,442,700. The New A Shares will be subscribed for by Shimao Jianshe in consideration of its holding of 48.57% equity interests in Qianhai Shimao and by other selected allottees in cash. The final price of the 48.57% equity interests in Qianhai Shimao is determined as RMB2,335,225,100. The cash proceeds of the Issue Proposal will not exceed RMB4,335,217,600, before deduction of expenses. The net proceeds of the Issue Proposal after deduction of expenses will be used as for the following projects:


Amount

(RMB)

1

Qianhai Shimao Financial Centre

Acquisition of 51% equity interests in Qianhai Shimao

2,452,058,500

Development of Qianhai Shimao Financial Centre

1,000,000,000

2

Shimao Wisdom Tower

Acquisition of 100% equity interests in Hangzhou Shimao

1,547,763,600

Development of Shimao Wisdom Tower

1,000,000,000

3

Shimao APM

Acquisition of 100% equity interests in Nancheng Shuicheng

670,620,600

Total:

6,670,442,700


If the net proceeds of the Issue Proposal after deducting issue expenses is less than the total investment required for the projects, Shanghai Shimao may make appropriate adjustments on the priority and amount of allocations of the proceeds with reference to the actual circumstances.

Lock-up period


New A Shares subscribed by Shimao Jianshe will be subject to a lock-up period of 36 months from the date of completion of the issue. The other subscribers will be subject to a lock-up period of 12 months from the date of the completion of the issue.


Place of listing


After the expiration of the relevant lock-up period, Shanghai Shimao will apply to the relevant authorities for the listing of the relevant New A Shares on the Shanghai Stock Exchange.


Conditions of Issue Proposal


The Issue Proposal is conditional upon the approval on the general meeting of Shanghai Shimao and the approval from CSRC having been obtained.


As at the date of this announcement, the completion date of the Issue Proposal is not determined.


THE TRANSFER TRANSACTIONS


THE QIANHAI SHIMAO AGREEMENTS


On 14 March 2016, Shanghai Shimao and Shimao Jianshe entered into the Qianhai Shimao Agreements pursuant to which Shanghai Shimao has conditionally agreed to acquire and Shimao Jianshe has conditionally agreed to sell (i) 48.57% equity interests in Qianhai Shimao in consideration of which Shanghai Shimao shall issue certain New A Shares to Shimao Jianshe and

(ii) 2.43% equity interests in Qianhai Shimao in consideration of which Shanghai Shimao will pay the consideration in cash to Shimao Jianshe using part of the proceeds raised from the Issue Proposal. Upon completion of the Qianhai Shimao Agreements, Shanghai Shimao shall own 51% of the equity interests in Qianhai Shimao.


Date 14 March 2016


Parties (i) Shanghai Shimao


(ii) Shimao Jianshe


Assets to be acquired


Pursuant to the Qianhai Shimao Acquisition Agreement, Shanghai Shimao has conditionally agreed to acquire, and Shimao Jianshe has conditionally agreed to sell, 48.57% equity interests in Qianhai Shimao through issue of certain New A Shares to Shimao Jianshe and 2.43% equity interests in Qianhai Shimao in cash using part of the proceeds raised from the Issue Proposal.


Pursuant to the Subscription Agreement, Shimao Jianshe has conditionally agreed to subscribe for and Shanghai Shimao has conditionally agreed to allot and issue certain New A Shares to Shimao Jianshe. The subscription will be satisfied by 48.57% equity interests in Qianhai Shimao held by Shimao Jianshe. The number of New A Shares to be subscribed by Shimao Jianshe will be equal to the portion of the Qianhai Consideration relating to 48.57% Qianhai Shares (i.e. RMB2,335,225,100) divided by the Issue Price. For details of the New A Shares including the Issue Price and lock-up period, please see the paragraphs headed "THE ISSUE PROPOSAL" above.

Shimao Property Holdings Limited issued this content on 14 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 March 2016 08:55:01 UTC

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