Shui On Land : DETERMINATION OF THE RELEVANT MAXIMUM ACCEPTANCE AMOUNT FOR THE EXCHANGE OFFER

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

Shui On Land Limited

瑞 安 房 地 產 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 272)

DETERMINATION OF THE RELEVANT MAXIMUM ACCEPTANCE

AMOUNT FOR THE EXCHANGE OFFER

Sole Dealer Manager

Reference is made to the announcements of the Company dated February 20, 2020 and February 21, 2020, which set out key terms of the Exchange and Tender Offer and the final key terms of the New Notes.

The Company hereby announces that the Relevant Maximum Acceptance Amount for the Exchange Offer of the Old February 2021 USD Notes and the Relevant Maximum Acceptance Amount for the Exchange Offer of the Old November 2021 USD Notes will not, in aggregate, exceed US$150,000,000.

− 1 −

Other terms and conditions of the Exchange and Tender Offer remain the same.

The Exchange and Tender Offer Memorandum, the First Supplement to the Exchange and Tender Offer Memorandum, the Second Supplement to the Exchange and Tender Offer Memorandum and all documents related to the Exchange and Tender Offer can be found on: https://bonds.morrowsodali.com/sol; or by contacting Morrow Sodali Ltd, the information, exchange and tender agent for the Exchange and Tender Offer, by phone (in London) [phone] or (in Hong Kong) [phone]; or email: [e-mail].

The terms are based on the assumption that Shui On Development will accept all instructions submitted to exchange or tender the Old USD Notes and remain subject to certain conditions to completion, the New Notes Issuance Condition is expected to be satisfied.

GENERAL

This announcement is not an offer to purchase or a solicitation of an offer to sell securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Forward-looking statements in this announcement, including, among others, those statements relating to the Exchange and Tender Offer and the Concurrent New Money Issuance are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve risks, uncertainties and assumptions and are difficult to predict with any precision. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for each of the Old USD Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the property industry, and changes in the capital markets in general.

− 2 −

No assurance can be given that the Exchange and Tender Offer and the Concurrent New Money Issuance will be completed and Shui On Development reserves the right to amend, withdraw or terminate the Exchange and Tender Offer and the Concurrent New Money Issuance with or without conditions. Shui On Development may, in its sole discretion, amend or waive certain of the conditions precedent to the Exchange and Tender Offer and the Concurrent New Money Issuance. As the Exchange and Tender Offer and the Concurrent New Money Issuance may or may not proceed, shareholders, holders of the Old USD Notes and potential investors should exercise caution when dealing in the securities of the Company or the Old USD Notes.

DEFINITIONS

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

"Board"	the board of Directors
"Clearstream"	Clearstream Banking S.A.
"Company"	Shui On Land Limited, a company incorporated in
	the Cayman Islands with limited liability, whose
	shares are listed on the main board of the Hong
	Kong Stock Exchange
"Concurrent New Money	a concurrent offering by Shui On Development to
Issuance"	issue and sell additional New Notes that will form
	a single series with the corresponding New Notes
	issued in the Exchange and Tender Offer
"Director(s)"	director(s) of the Company
"Eligible Holder(s)"	as defined in the Exchange and Tender Offer
	Memorandum, eligible holders of the Old USD
	Notes who are non-U.S. persons (as defined in
	Regulation S) located outside the United States and
	hold the Old USD Notes through Euroclear and
	Clearstream, or certain fiduciaries holding
	accounts for the benefit of non-U.S. persons (as
	defined in Regulation S) outside the United States
	and hold the Old USD Notes through Euroclear and
	Clearstream
"Euroclear"	Euroclear Bank SA/NV

− 3 −

"Exchange and Tender	the exchange and tender offer for Shui On
Offer"	Development's outstanding Old February 2021
	USD Notes and Old November 2021 USD Notes
"Exchange and Tender Offer	the exchange and tender offer memorandum dated
Memorandum"	February 20, 2020 sent electronically to the
	Eligible Holders of the Old USD Notes in relation
	to the Exchange and Tender Offer
"Exchange Offer"	the offer made by Shui On Development to
	exchange the Old USD Notes upon the terms and
	subject to the conditions set out in the Exchange
	and Tender Offer Memorandum
"Exchange Settlement Date"	anticipated to be on or about the second business
	day following the Offer Expiration Date, being
	March 3, 2020, unless the Exchange Offer is
	extended, amended or earlier terminated
"First Supplement to the	the first supplement to the Exchange and Tender
Exchange and Tender	Offer Memorandum dated February 20, 2020 which
Offer Memorandum"	supplements the terms and conditions set out in the
	Exchange and Tender Offer Memorandum
"Hong Kong"	the Hong Kong Special Administrative Region of
	the PRC
"Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange"
"Maximum Acceptance	the maximum acceptance amount up to which Shui
Amount"	On Development is offering to exchange or
	purchase for cash of (i) outstanding Old February
	2021 USD Notes and (ii) outstanding Old
	November 2021 USD Notes
"New Notes"	the new notes to be issued by Shui On
	Development that will mature on the 5th
	anniversary of the Exchange Settlement Date and
	will accrue interest from the Exchange Settlement
	Date
"New Notes Issuance	the condition under which Shui On Development
Condition"	will issue the New Notes as described herein

− 4 −

"Offer Expiration Date"	4 p.m., London time on February 28, 2020, unless
	extended or earlier terminated in Shui On
	Development's sole discretion
"Old February 2021 USD	US$500,000,000 in aggregate principal amount of
Notes"	5.70% senior notes due 2021 (Common Code
	155604280; ISIN XS1556042809) issued by Shui
	On Development and are listed on the SGX-ST
"Old November 2021 USD	US$500,000,000 in aggregate principal amount of
Notes"	6.25% senior notes due 2021 (Common Code
	195393753; ISIN XS1953937536) issued by Shui
	On Development and are listed on the SGX-ST
"Old USD Notes"	collectively, the Old February 2021 USD Notes and
	Old November 2021 USD Notes
"PRC"	the People's Republic of China excluding, for the
	purpose of this announcement, Hong Kong, the
	Macao Special Administrative Region of the PRC
	and Taiwan area
"Regulation S"	Regulation S under the U.S. Securities Act
"Relevant Maximum	subject to the Maximum Acceptance Amount, the
Acceptance Amount"	relevant maximum acceptance amount allocated to
	each of the Exchange Offer and the Tender Offer in
	respect of each of the Old February 2021 USD
	Notes and the Old November 2021 USD Notes
"Second Supplement to the	the second supplement to the Exchange and Tender
Exchange and Tender	Offer Memorandum dated February 21, 2020 which
Offer"	supplements the terms and conditions set out in the
	Exchange and Tender Offer Memorandum
"Shui On Development"	Shui On Development (Holding) Limited, a
	company incorporated in the Cayman Islands with
	limited liability, and a wholly-owned subsidiary of
	the Company
"SGX-ST"	Singapore Exchange Securities Trading Limited

− 5 −

"Tender Offer"	the offer made by Shui On Development to
	purchase the Old USD Notes for cash, with respect
	to each US$1,000 principal amount of the Old USD
	Notes, in the amount of US$1,019.50 in respect of
	the Old February 2021 USD Notes and in the
	amount of US$1,033.40 in respect of the Old
	November 2021 USD Notes upon the terms and
	subject to the conditions set out in the Exchange
	and Tender Offer Memorandum
"U.S." or "United States"	the United States of America, its territories and
	possessions and all areas subject to its jurisdiction
"US$" or "U.S. dollars"	United States dollar, the lawful currency of the
	United States "U.S. Securities Act" United States
	Securities Act of 1933, as amended
"%"	per cent.
	By Order of the Board
	Shui On Land Limited
	Vincent H. S. LO
	Chairman
Hong Kong, February 21, 2020

As at the date of this announcement, the executive Directors 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; the non-executive Director is Mr. Frankie Y. L. WONG; and the independent non-executive Directors are Sir John R. H. BOND, Professor Gary C. BIDDLE, Dr. Roger L. McCARTHY, Mr. David J. SHAW and Mr. Anthony J. L. NIGHTINGALE.

* For identification purposes only

− 6 −