Hong Kong Exchanges and Clearing : MAJOR TRANSACTION - DISPOSAL OF ENTIRE SHARE INTEREST IN PROFIT POINT DEVELOPMENT LIMITED

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers for independent advice.

If you have sold or transferred all your shares in SOCAM Development Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities, or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to their 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 circular.

瑞安建業有限公司*

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

MAJOR TRANSACTION

DISPOSAL OF ENTIRE SHARE INTEREST IN

PROFIT POINT DEVELOPMENT LIMITED

Capitalised terms used on this cover page have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 5 to 11 of this circular.

The Disposal has been approved by written approval of Shareholders which form a closely allied group of Shareholders and together hold more than 50% of the issued share capital of the Company. Accordingly, no general meeting of Shareholders will be convened to approve the Disposal pursuant to Rule 14.44 of the Listing Rules. This circular is being despatched to all Shareholders for information only.

* For identification purpose only

Hong Kong, 15 August 2019

		CONTENTS
			Page
DEFINITIONS .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	- FINANCIAL INFORMATION RELATING TO THE GROUP . . . .	I-1
APPENDIX II	-	PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Adjusted Purchase Price"	has the meaning ascribed to it under the section headed
	"THE SALE AND PURCHASE AGREEMENT -
	Consideration and Payment Terms" in the letter from the
	Board;
"Audited Completion Accounts"	the audited management accounts of the Target Company
	for the period from 1 January 2019 up to the date of
	Completion to be prepared in accordance with the terms of
	the Sale and Purchase Agreement for the purpose of
	determining the Post Completion Adjustment to be made to
	the Adjusted Purchase Price;
"Bank"	a licensed bank established under the laws of Hong Kong;
"Board"	the board of Directors;
"close associates",	each has the meaning ascribed to it under the Listing Rules;
"connected person(s)", and
"subsidiary(ies)"
"Company"	SOCAM Development Limited, a company incorporated in
	Bermuda with limited liability, whose shares are listed on
	the main board of the Stock Exchange (stock code: 983);
"Completion"	completion of the Disposal in accordance with the terms of
	the Sale and Purchase Agreement;
"Completion Management Accounts"	the pro forma balance sheet of the Target Company as at the
	date of Completion and the unaudited profit and loss
	account of the Target Company for the period from
	1 January 2019 up to the date of Completion to be prepared
	in accordance with the terms of the Sale and Purchase
	Agreement for the purpose of calculating the Adjusted
	Purchase Price;
"Conditions"	conditions of the Sale and Purchase Agreement;
"Consideration"	the consideration payable to the Vendor by the Purchaser
	for the Disposal;
"Deposits"	has the meaning ascribed to it under the section headed
	"THE SALE AND PURCHASE AGREEMENT -
	Consideration and Payment Terms" in the letter from the
	Board;

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	DEFINITIONS
"Directors"	directors of the Company;
"Disposal"	the disposal of the Sale Share and the assignment of the
	Sale Loan pursuant to the Sale and Purchase Agreement;
"€"	EURO, the lawful currency of the Eurozone;
"Group"	collectively, the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Latest Practicable Date"	12 August 2019, being the latest practicable date for
	ascertaining certain information referred to in this circular
	prior to its printing;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Macau"	the Macau Special Administrative Region of the People's
	Republic of China;
"Net Current Asset Value"	the net current asset value of the Target Company as at
	Completion (excluding the value of the Property, the
	intangible assets of the Target Company, the Sale Loan and
	the Outstanding Bank Loan) as more particularly set out in
	the Sale and Purchase Agreement;
"Outstanding Bank Loan"	the amount owed by the Target Company to the Bank as at
	the date of Completion under a loan facility granted by the
	Bank pursuant to a facility letter dated 6 May 2019, the
	outstanding amount of which as at the Latest Practicable
	Date was approximately HK$117.4 million;
"Post Completion Adjustment"	has the meaning ascribed to it under the section headed
	"THE SALE AND PURCHASE AGREEMENT -
	Consideration and Payment Terms" in the letter from the
	Board;
"PRC"	the People's Republic of China (for the purpose of this
	circular, excluding Hong Kong, Macau and Taiwan);
"Property"	a commercial building situated at No. 93 Wai Yip Street,
	Kwun Tong, Kowloon, Hong Kong;

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	DEFINITIONS
"Purchaser"	Millennium Fortune Investment Corporation, a company
	incorporated in the British Virgin Islands with limited
	liability;
"RMB"	Renminbi, the lawful currency of the PRC;
"Sale and Purchase Agreement"	the sale and purchase agreement dated 19 July 2019
	entered into among the Purchaser, the Vendor and the
	Company in relation to the Disposal;
"Sale Loan"	all amounts owed by the Target Company to the Vendor as
	at the date of Completion, which shall be assigned to the
	Purchaser pursuant to the Sale and Purchase Agreement at
	Completion, the aggregate sum of which as at the Latest
	Practicable Date was approximately HK$132.7 million;
"Sale Share"	one ordinary share of US$1.00 of the Target Company,
	representing the entire issued share capital of the Target
	Company;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
"Shares"	ordinary shares in the capital of the Company;
"Shareholders"	holders of the Shares;
"SOCL"	Shui On Company Limited, a company incorporated in the
	British Virgin Islands with limited liability;
"SOFCL"	Shui On Finance Company Limited, a company
	incorporated in Hong Kong with limited liability and an
	indirect wholly-owned subsidiary of SOCL;
"SOL"	Shui On Land Limited, a company incorporated in Cayman
	Islands with limited liability, whose shares are listed on the
	main board of the Stock Exchange (stock code: 272);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Target Company"	Profit Point Development Limited, a company incorporated
	in the British Virgin Islands with limited liability and a
	registered non-Hong Kong company in Hong Kong;

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