Styland : SCRIP DIVIDEND SCHEME

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STYLAND HOLDINGS LIMITED

大 凌 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 211)

(Warrant Code: 1595)

SCRIP DIVIDEND SCHEME

Reference is made to the Announcement, the Circular and the AGM Notice.

By the Announcement, it was announced that the Directors had resolved to recommend the Final Dividend by way of the Scrip Dividend Scheme to the Qualifying Shareholders.

The Board is pleased to announce that the Final Dividend and the Scrip Dividend Scheme were approved by the Shareholders at the AGM held on 3 September 2019.

This announcement serves to advise the Qualifying Shareholders as to how the entitlements under the Scrip Dividend Scheme are arrived at.

Reference is made to the announcement (the "Announcement") of Styland Holdings Limited (the "Company") dated 21 June 2019, the circular (the "Circular") of the Company dated 31 July 2019 and the notice (the "AGM Notice") dated 31 July 2019 convening the AGM. Terms used in this announcement shall have the same meanings as those defined in the Circular, unless the context otherwise requires.

SCRIP DIVIDEND SCHEME

By the Announcement, it was announced that the Directors had resolved to recommend a final dividend (the "Final Dividend") for the year ended 31 March 2019 of HK$1.25 for every 1,000 Shares by way of the Scrip Dividend Scheme to the Qualifying Shareholders (as defined below) whose names appeared on the register of members of the Company on 10 September 2019. At the AGM held on 3 September 2019, the Final Dividend and the Scrip Dividend Scheme were approved by the Shareholders.

• For identification purpose only

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Under the Scrip Dividend Scheme, each Qualifying Shareholder has an option to elect to receive the Final Dividend:

1. by way of cash payment; or
2. by way of an allotment and issue of the Scrip Shares; or
3. by way of a combination of (a) and (b) above.

The number of Scrip Shares to be allotted and issued to a Qualifying Shareholder who elects either (b) or (c) above will be calculated with reference to the amount arrived at by dividing the total amount of the Final Dividend which he/she/it elects to be made payable to him/her/it by way of Scrip Shares by the average closing price of the Shares on the Stock Exchange for the five consecutive trading days ended 10 September 2019 less a discount of 10% of such average closing price or the par value of the Shares, whichever is higher.

The Scrip Shares to be allotted and issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Scrip Shares save that they will not be entitled to the Final Dividend. In particular, they will rank in full for all future dividends and distributions which may be declared, made or paid after the date of allotment and issue of the Scrip Shares.

For the purpose of calculating the number of Scrip Shares to be allotted and issued under the Scrip Dividend Scheme, the price per Scrip Share has been fixed by the Directors at HK$0.043 per Share after taking into account a 10% discount to HK$0.0478, being the average closing price of the Shares on the Stock Exchange for the five consecutive trading days ended 10 September 2019.

The number of Scrip Shares to be allotted and issued will be rounded down to the nearest whole number of Scrip Shares and no Qualifying Shareholder is entitled to be allotted and issued any fraction of a Scrip Share under the Scrip Dividend Scheme. Fractional entitlements to the Scrip Shares will be aggregated and sold for the benefit of the Company.

None of the relevant circular, the form of election or the Scrip Shares will be registered or filed under the securities laws or equivalent legislation of any jurisdiction outside Hong Kong. The participation in the Scrip Dividend Scheme by overseas Shareholders may be restricted by the laws of their relevant jurisdictions. No Shareholders receiving a copy of the circular and/or a form of election to be despatched in any territory outside Hong Kong may treat the same as an invitation to elect for Scrip Shares unless in the relevant territory such invitation could lawfully be made to him/her/it without having to comply with any registration or other legal, regulatory and governmental requirements. Shareholders with registered addresses outside Hong Kong should consult their own professional advisers as to whether or not they are permitted to receive the Final Dividend in the form of an issue of Scrip Shares or if any governmental or other consent is required or other formalities which need to be observed and whether there are any other restrictions in relation to the future sale of any Scrip Shares so received. Overseas Shareholders residing in jurisdiction where it would be illegal for them to participate in the Scrip Dividend Scheme will be deemed to have received the relevant circular for information purposes only.

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As at the Record Date, the Company had a total of 18 overseas Shareholders who resided in the Macau Special Administrative Region of the People's Republic of China (the "PRC"), Canada, the PRC, Malaysia, Australia, Taiwan and the United States of America (the "USA") respectively. The Company has made enquiries pursuant to Rule

13.36 of the Listing Rules in relation to the legality of including these overseas Shareholders in the Scrip Dividend Scheme. Since registration or filing or other procedures or formalities, subject to certain exceptions, are required to be carried out in relation to the Scrip Dividend Scheme to comply with the relevant securities legislations or regulations in Canada and the USA, the Board is of the view that the exclusion of the Shareholders who resided in Canada and the USA from the scrip alternative to elect to receive the Final Dividend wholly or partly by allotment of Scrip Shares credited as fully paid in lieu of cash under the Scrip Dividend Scheme is necessary or expedient. Therefore, the Scrip Dividend Scheme will be extended to the Shareholders in Canada and the USA to the extent that only cash will be distributed to him/her without a scrip alternative to elect to receive the Final Dividend wholly or partly by allotment of Scrip Shares credited as fully paid in lieu of cash. The circular to be despatched will be deemed to be sent to the Shareholders in Canada and the USA for information purposes only. For the avoidance of doubt, save and except for the Shareholders in Canada and the USA, all other overseas Shareholders and Shareholders whose registered addresses are in Hong Kong will be entitled to participate in the Scrip Dividend Scheme (the "Qualifying Shareholders"). It is the responsibility of the Shareholders (including the overseas Shareholders) to observe those domestic legal and regulatory requirements applicable to them for taking up and onward sale (if applicable) of the Scrip Shares under the Scrip Dividend Scheme.

Qualifying Shareholders who wish to receive the Final Dividend wholly or partly in Scrip Shares should complete the form of election to be despatched and lodge it with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 15 October 2019.

Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Scrip Shares. Subject to the Scrip Shares being admitted to listing, it is expected that certificates for the Scrip Shares will be posted at the risk of those entitled to them on or about Wednesday, 30 October 2019.

A circular containing further details of the Scrip Dividend Scheme and the basis of allotment of the Scrip Shares pursuant to the Scrip Dividend Scheme and a form of election (to be sent to the Qualifying Shareholders only) will be despatched to the Shareholders.

By order of the Board

STYLAND HOLDINGS LIMITED

Zhao Qingji

Chairman

Hong Kong, 18 September 2019

As at the date of this announcement, the executive Directors of the Company are Mr. Cheung Hoo Win, Mr. Ng Yiu Chuen, Ms. Mak Kit Ping, Ms. Zhang Yuyan and Ms. Chen Lili and the independent non-executive Directors of the Company are Mr. Zhao Qingji, Mr. Yeung Shun Kee, Mr. Li Hancheng, Mr. Lo Tsz Fung Philip and Mr. Lee Kwok Yin Denthur.

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