On 19 November 2025, the Board announced that Shanghai Shui On Urban Renewal (a subsidiary of Shui On Land Limited) entered into the Shareholders' Agreement with Shanghai Lujiazui, Shanghai Pudong Real Estate, and Shanghai Sanlin for the joint venture arrangement in relation to the JV Company. The JV Company is expected to carry out the property redevelopment project at the Land in Xilin Village, Sanlin Town, Pudong New Area, Shanghai, the PRC (i.e., the Sanlin Project). 2. SHAREHOLDERS' AGREEMENT Date 19 November 2025 Parties (1) Shanghai Shui On Urban Renewal (a subsidiary of the Company); Shanghai Lujiazui; Shanghai Pudong Real Estate; and Shanghai Sanlin.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of Shanghai Lujiazui, Shanghai Pudong Real Estate, and Shanghai Sanlin and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Purpose and business scope of the JV Company The formation of the JV Company is for the purpose of the Sanlin Project. The business scope of the JV Company covers, among other things, real estate development and operations, implementation of construction works, construction designs, real estate consultancy, and property management.
The JV Company is owned as to 40% by Shanghai Lujiazui, 39% by Shanghai Shui On Urban Renewal, 11% by Shanghai Pudong Real Estate, and 10% by Shanghai Sanlin. Shanghai Shui On Urban Renewal is directly wholly owned by Shanghai Shui On Urban Construction, a limited partnership in which the Company's wholly-owned subsidiaries act as a general partner with 1% partnership interest and as a limited partner with 33% partnership interest. As such, the Company's effective interest in the JV Company is 13.26%.
Registered capital and capital commitment The registered capital of the JV Company is RMB2,320 million (equivalent to approximately HKD 2,545 million) which will be contributed by Shanghai Lujiazui, Shanghai Shui On Urban Renewal, Shanghai Pudong Real Estate and Shanghai Sanlin as to RMB928 million (equivalent to approximately HKD 1,018 million), RMB 904.8 million (equivalent to approximately HKD 993 million), RMB 255.2 million (equivalent to approximately HKD 280 million), and RMB232 million (equivalent to approximately HKD 254 million) respectively. The total capital commitment to be contributed by the JV Shareholders to the JV Company (the "Capital Commitment") is approximately RMB 9,162 million (equivalent to approximately HKD 10,052 million) and shall be contributed by the JV Shareholders on a pro-rata basis. The amount of approximately RMB3,573 million (equivalent to approximately HKD 3,920 million) will be contributed by Shanghai Shui On Urban Renewal.
The Sanlin Project The expected timeline of the Sanlin Project is as follows: The Land will be transferred to the JV Company in phases, the timeline of which depends on the progress of the government's relocation process. The first parcel of land is estimated by the Company to be acquired in the second half of 2026, subject to the aforementioned relocation process and the negotiation of the terms of the government's land grant process. The overall development cycle is estimated to be approximately 9 years between 2026 and 2034.
Upon completion of the relevant land transfer, each land parcel of the Land will be owned by the JV Company (which is not currently a subsidiary of the Company). The JV Company's revenue streams will mainly comprise sales revenue from residential properties and rental income from commercial properties. Assuming all process is as scheduled, it is expected that the JV Company may generate revenue in later part of 2027.
The above timeframe is contingent upon the time required for processing and issuance of any regulatory approvals by the relevant authorities from time to time, which include, among other things, the land use right certificate and real estate certificates, the construction land planning permit and construction works planning permit, the construction permit and the pre-sale permit.
