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.

Shui On Land Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 272)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 27 MAY 2021,

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

CESSATION OF MEMBER OF NOMINATION COMMITTEE

The Board is pleased to announce that all ordinary resolutions proposed at the AGM were duly passed by the Shareholders by way of poll.

The Board also announces that Sir John R. H. BOND has retired as an Independent Non-executive Director of the Company at conclusion of the AGM and ceased to be a member of each of the Nomination Committee, the Finance Committee and the Investment Sub-Committee of the Company with effect from 27 May 2021.

Reference is made to the circular of Shui On Land Limited (the "Company") dated 21 April 2021 (the "Circular") in relation to the annual general meeting of the Company held on 27 May 2021. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE AGM

The Board is pleased to announce that at the AGM, all the proposed resolutions as set out in the notice of AGM dated 21 April 2021 (the "AGM Notice") were duly passed by the Shareholders by way of poll and the poll results are as follows:

  • For identification purposes only

1

Ordinary Resolutions

No. of Votes (%)

For

Against

1.

To receive and adopt the audited financial statements of

5,078,814,909

40,656,706

the Company and the reports of the directors and the

(99.205842%)

(0.794158%)

independent auditor for the year ended 31 December 2020.

The resolution was duly passed as an ordinary resolution.

2.(a)

To re-elect Mr. Douglas H. H. SUNG as director of the

4,976,993,844

142,477,771

Company.

(97.216944%)

(2.783056%)

The resolution was duly passed as an ordinary resolution.

2.(b)

To re-elect Mr. Anthony J. L. NIGHTINGALE as director

4,715,231,329

404,240,286

of the Company.

(92.103867%)

(7.896133%)

The resolution was duly passed as an ordinary resolution.

2.(c)

To re-elect Mr. Shane S. TEDJARATI as director of the

5,086,590,432

32,881,183

Company.

(99.357723%)

(0.642277%)

The resolution was duly passed as an ordinary resolution.

2.(d)

To re-elect Ms. Ya Ting WU as director of the Company.

5,086,590,432

32,881,183

(99.357723%)

(0.642277%)

The resolution was duly passed as an ordinary resolution.

2.(e)

To authorize the Board of the Company to fix the directors'

5,081,590,432

37,881,183

remuneration.

(99.260057%)

(0.739943%)

The resolution was duly passed as an ordinary resolution.

3.

To re-appoint Ernst & Young as the Company's auditor

5,058,493,512

60,978,103

and to authorize the Board of the Company to fix their

(98.808899%)

(1.191101%)

remuneration.

The resolution was duly passed as an ordinary resolution.

4.(A)

To grant a general mandate to the directors to issue and

4,681,855,320

437,616,295

allot additional shares of the Company not exceeding 10%

(91.451925%)

(8.548075%)

of the aggregate number of the issued shares of the

Company at the date of passing this resolution.**

The resolution was duly passed as an ordinary resolution.

4.(B)

To grant a general mandate to the directors to repurchase

5,079,314,931

40,156,684

shares of the Company not exceeding 10% of the

(99.215609%)

(0.784391%)

aggregate number of the issued shares of the Company at

the date of passing this resolution.**

The resolution was duly passed as an ordinary resolution.

4.(C)

To extend the general mandate granted to the directors to

4,692,513,921

426,957,694

issue shares of the Company under resolution no. 4(A) by

(91.660122%)

(8.339878%)

the number of shares repurchased under resolution no.

4(B).**

The resolution was duly passed as an ordinary resolution.

** The full text of the resolution is set out in the AGM Notice.

2

Notes:

  1. At the date of the AGM, the number of issued shares of the Company was 8,062,216,324 ordinary shares of US$0.0025 each in the share capital of the Company, being the total number of shares entitling the holders to attend and vote for or against the ordinary resolutions at the AGM.
  2. There was no restriction on any Shareholders casting votes on any of the resolutions at the AGM.
  3. There were no Shares entitling the holders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules and no Shareholder was required to abstain from voting at the AGM under the Listing Rules.
  4. No parties have stated their intention in the Circular to vote against or abstain from voting on any of the resolutions at the AGM.
  5. Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the poll at the AGM.

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CESSATION OF MEMBER OF NOMINATION COMMITTEE

As disclosed in the Circular, Sir John R. H. BOND ("Sir John") retired from office by rotation at the AGM according to the Articles of Association and did not stand for re-election at the AGM in order to devote more time on his personal endeavours. Sir John also ceased to be a member of each of the Nomination Committee, the Finance Committee and the Investment Sub-Committee of the Company with effect from 27 May 2021.

Sir John has confirmed that he has no disagreement with the Board and that he is not aware of any matters that need to be brought to the attention of the Shareholders. The Board takes this opportunity to express its gratitude to Sir John for his valuable contributions to the Company during his tenure on the Board.

The Board also announces that the Finance Committee of the Company has been dissolved by the Board with effect from 27 May 2021.

By Order of the Board

Shui On Land Limited

Vincent H. S. LO

Chairman

Hong Kong, 27 May 2021

At the date of this announcement, the executive directors of the Company are Mr. Vincent H. S. LO (Chairman), Mr. Douglas H. H. SUNG (Chief Financial Officer and Chief Investment Officer) and Ms. Stephanie B. Y. LO; and the independent non- executive directors of the Company are Professor Gary C. BIDDLE, Dr. Roger L. McCARTHY, Mr. David J. SHAW, Mr. Anthony J. L. NIGHTINGALE, Mr. Shane S. TEDJARATI and Ms. Ya Ting WU.

3

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Shui On Land Limited published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 11:02:00 UTC.