Henderson Land Development : ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTIONS AND SETTING OF NEW ANNUAL CAPS

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.

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

SETTING OF NEW ANNUAL CAPS

Reference is made to the announcement of the Company dated 16 May 2018 which contained, amongst other things, the particulars of a number of transactions from time to time entered into by the Group and the Sunlight REIT Group in the ordinary course of business, including the Property Management Transactions, the Asset Management Transactions, the provision of security services and other ancillary property services, together with the relevant aggregate caps in respect of each of the three financial years ending 31 December 2021.

This announcement is to provide details of new annual cap amounts set in respect of each of the three financial years ending 31 December 2024 and details of (i) the Fifth Supplemental Agreement pursuant to which, among others, the term of appointment of the Property Manager will be extended, and (ii) the Master Services Agreement which will govern the security services and other ancillary property services that may be provided by the HLD Related Group, and to recap the particulars of the respective terms and conditions of the Transactions as described in the previous announcement of the Company and to provide other relevant updated information.

As at the date of this announcement, the aggregate percentage Unitholding of the Group and the SKFE Group is approximately 40.5%, above 30% of all the Units in issue. Sunlight REIT is thus regarded as a connected person of the Company for the purpose of the Listing Rules. As a result, the Transactions between the Group and the Sunlight REIT Group constitute continuing connected transactions of the Company.

On the basis of aggregation of the Transactions as required by the Stock Exchange in the past, one or more of the applicable percentage ratios under the Listing Rules (other than the profits ratio which is not applicable for this purpose) for the highest annual cap amount of the Transactions stated below exceed 0.1% but all of them are less than 5%. Pursuant to the exceptions under Rule 14A.76(2) of the Listing Rules, the Transactions are exempt from the circular and independent shareholders' approval requirements, and are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.49 of the Listing Rules, details of the Transactions will be included in the relevant annual report of the Company.

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INTRODUCTION AND BACKGROUND

Reference is made to the announcement of the Company dated 16 May 2018 which contained, amongst other things, the particulars of a number of transactions from time to time entered into by the Group and the Sunlight REIT Group in the ordinary course of business, including the Property Management Transactions, the Asset Management Transactions, the provision of security services and other ancillary property services, together with the relevant aggregate caps in respect of each of the three financial years ending 31 December 2021.

This announcement is to provide details of the new annual cap amounts set in respect of each of the three financial years ending 31 December 2024 and details of (i) the Fifth Supplemental Agreement pursuant to which, among others, the term of appointment of the Property Manager will be extended, and (ii) the Master Services Agreement which will govern the security services and other ancillary property services that may be provided by the HLD Related Group, and to recap the particulars of the respective terms and conditions of the Transactions as described in the previous announcement of the Company and to provide other relevant updated information.

CONTINUING CONNECTED TRANSACTIONS WITH SUNLIGHT REIT GROUP

1. Property Management Transactions
   Pursuant to the Property Management Agreement, the Property Manager has been engaged to provide certain property management, lease management and marketing services in respect of the properties of Sunlight REIT. The current term of the Property Management Agreement will expire on 30 June 2021.
   On 31 March 2021, the Property Manager and HSAM (in its capacity as manager of Sunlight REIT) entered into the Fifth Supplemental Agreement to renew the Property Management Agreement for the Extended Term, conditional upon the approval of the independent Unitholders. The principal terms of the Renewed Property Management Agreement are summarised below.
2. 1. Date:
      The Fifth Supplemental Agreement was entered into on 31 March 2021.
   2. Parties:
      HSAM, a wholly-owned subsidiary of the Company, as the manager of Sunlight REIT; and The Property Manager, a wholly-owned subsidiary of the Company.
   3. Transaction:
      The Property Manager has agreed to provide, including without limitation, the following services in respect of the properties of the Sunlight REIT Group:
   4. 1. property management services, including co-ordinating tenants fitting out requirements, recommending third party contracts for provision of property management service, maintenance services, supervising the performance of service providers and contractors, arranging for adequate insurances and ensuring compliance with building and safety regulations;
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1. lease management services, including administration of rental collection, management of rental arrears, initiating lease renewals and negotiation of terms; and
2. marketing and marketing co-ordination services.

4. Condition:

The Fifth Supplemental Agreement is conditional upon the approval of the independent Unitholders. If this condition is not fulfilled on or before 30 June 2021 (or such later date as may be agreed between HSAM and the Property Manager), the Fifth Supplemental Agreement shall lapse forthwith and be of no further effect.

1. Term:
   The appointment of the Property Manager will be extended for three years up to 30 June 2024, unless terminated pursuant to the terms of the Renewed Property Management Agreement.
2. Consideration and terms of payment: Property and lease management services
   The fee payable to the Property Manager for the property and lease management services pursuant to the Renewed Property Management Agreemen during the Extended Term will not exceed 3% per annum of the gross property revenue of each relevant property owned by each Property Holding Company for each financial year. HSAM and the Property Manager may mutually agree to revise the rate of such fee in respect of any property owned by the Property Holding Companies from time to time provided that it does not exceed 3% per annum of the gross property revenue of the relevant property. Those fees, which are payable in cash, are calculated each month and the relevant Property Holding Company will, on the recommendation of HSAM, arrange for payment of the fees within 14 days upon receipt of the Property Manager's invoice. On a yearly basis, such fees will be reconciled with the audited accounts of each financial year of the Property Holding Company and adjustment sums (if any) are to be paid within 30 days after the issue of the said audited accounts.
   In respect of lease renewal, where any memorandum of lease renewal prepared by the Property Manager is entered into (instead of entering into formal renewal tenancy agreements prepared by legal advisers), an administrative fee not exceeding HK$600 in respect of each such memorandum can be charged by the Property Manager to the relevant tenants.

Marketing services

The commissions payable to the Property Manager for its marketing services provided pursuant to the Renewed Property Management Agreement during the Extended Term will be as follows:

1. a commission equivalent to one month's base rent or licence fee, for securing a tenancy or licence of three years or more;
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1. a commission equivalent to one-half month's base rent or licence fee, for securing a tenancy or licence of one year or more but less than three years;
2. a commission equivalent to one-half month's base rent or licence fee, for securing a renewal of tenancy or licence of one year or more;
3. a commission not exceeding the lower of one-half month's base rent or licence fee, or 10% (or a lower precentage as mutually agreed between HSAM and the Property Manager from time to time) of the total rent or licence fee, for securing a tenancy, licence or renewal of tenancy or licence for a duration of less than 12 months;
4. a commission equivalent to one-fourth month's base rent or licence fee (as reviewed), for handling each rent or licence review during the term of a tenancy or licence provided for in the tenancy or licence agreement; and
5. if the tenancy, licence or renewal of tenancy or licence is secured by a third party agent appointed by the relevant Property Holding Company, having regard to the work done by the Property Manager in connection with such tenancy, licence or renewal of tenancy or licence and upon the recommendation of HSAM, the relevant Property Holding Company may, at its absolute discretion, pay the Property Manager the commissions for such tenancy, licence or renewal of tenancy or licence provided that any such commission shall be at rates not exceeding a half of those specified in (a) to (e) above (as the case may be).

The relevant Property Holding Company will, on the recommendation of HSAM, pay the relevant commission to the Property Manager after a binding tenancy or licence agreement (or, in the case of a rent or licence fee review, a document evidencing the tenant's or licensee's agreement to the rent or licence fee as reviewed) has been signed by the tenant or licensee and within 14 days after receipt of the Property Manager's invoice.

The Property Manager will also be fully reimbursed by the relevant Property Holding Company for the employment costs, secondment costs and remuneration of employees of the Property Manager and other persons who are engaged by or under secondment to the Property Manager solely and exclusively for the management of the relevant property of Sunlight REIT and persons providing technical services who are engaged by or under the secondment to the Property Manager solely and exclusively for the management of one or more properties of Sunlight REIT.

Basis of determination of the consideration

The consideration under the Renewed Property Management Agreement is on normal commerical terms and was determined on the basis of arm's length negotiations and (where applicable) by reference to other similar transactions in the market.

1. Asset Management Transactions

Pursuant to the Trust Deed, HSAM has been appointed as the manager of Sunlight REIT. The principal terms of such appointment under the Trust Deed are summarised below.

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1. Date:
   The Trust Deed was entered into on 26 May 2006 and supplemented by supplemental deeds dated 1 June 2006, 28 November 2006, 28 April 2009, 23 July 2010, 30 April 2012 and 16 March 2015.
2. Parties:
   Uplite Limited, a wholly-owned subsidiary of SKFE (as settlor); HSAM, a wholly-owned subsidiary of the Company (as manager); and HSBC Institutional Trust Services (Asia) Limited (as trustee).
3. Transaction (relating to the appointment of HSAM as manager):
   Sunlight REIT is a real estate investment trust constituted under the Trust Deed.
   HSAM agreed under the Trust Deed to act as the manager of Sunlight REIT. In addition to various provisions relating to Sunlight REIT, the Trust Deed provides for HSAM's responsibilities and power to manage and operate Sunlight REIT, and stipulates various duties and entitlements of HSAM as the manager of Sunlight REIT.
4. Term:
   The Trust Deed provides for the procedures by which HSAM may retire, or may be removed, as manager of Sunlight REIT, but the appointment of HSAM as the manager of Sunlight REIT is not for a definite term.
5. Consideration and terms of payment:
   As the manager of Sunlight REIT, HSAM is entitled to a base fee not exceeding 0.4% per annum of the property values of Sunlight REIT for the relevant financial year, and a variable fee of 3% per annum of Net Property Income (as defined in the current Trust Deed to mean income less direct property related expenses of Sunlight REIT), subject to post-audit and certain other adjustments.
   Under the Trust Deed, base fees and variable fees referable to the property portfolio of Sunlight REIT will be payable to HSAM in the form of cash and/or Units as HSAM may elect. The number of Units to be issued as payment for such base fees and variable fees is to be calculated by reference to the prevailing market price of a Unit to be determined in accordance with the terms of the Trust Deed, and the total number of Units that may be issued to the manager (currently HSAM) in a financial year of Sunlight REIT as payment for such fees is to be limited to a maximum as described below.
   The base fee and the variable fee are payable quarterly in arrears, subject to adjustments after the announcement of the audited annual results for the relevant financial year of Sunlight REIT. Where any part of the base fee or the variable fee is to be paid in Units in respect of the last calendar quarter of any distribution period or financial year for which an interim distribution or final distribution (as the case may be) will be paid, such Units shall not be issued to HSAM until after the record date for such interim distribution or final distribution.
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The maximum number of Units that may be issued to HSAM in respect of a financial year of Sunlight REIT as payment for the base fee and variable fee (including any base fee adjustment or variable fee adjustment) shall be limited to such number of Units as represents 3% of the number of Units outstanding as at the last day of the immediately preceding financial year plus the number of Units, if any, issued in that financial year for the purposes of financing any acquisition of real estate. If the relevant thresholds for issue of Units without Unitholders' approval are exceeded (including the threshold of 20% or such other percentage as permitted by the REIT Code) and the Unitholders' approval is not obtained, then payment of that excess part of the base fee or the variable fee will be paid to HSAM in the form of cash. If any thresholds for triggering a mandatory offer under the Takeovers Code will be reached as a result of the proposed issue of Units for the payment of the base fee and/or variable fee, then payment of that excess part of the base fee or variable fee (as the case may be) shall be paid in the form of cash.

In addition, HSAM is also entitled to an acquisition fee in respect of acquisition of real estate by Sunlight REIT, and a divestment fee in respect of any real estate sold or divested by Sunlight REIT. The acquisition fees and the divestment fees are payable to HSAM as soon as practicable after (and in any event within 14 days after) the completion of the acquisition or the divestment.

HSAM is also entitled to apply, or to be reimbursed from, the assets of Sunlight REIT for certain liabilities, fees, costs, charges and expenses that may be properly suffered or incurred in the performance of its obligations or exercise of its powers under the Trust Deed.

The consideration in relation to the Asset Management Transacitons is on normal commercial terms and was determined on the basis of arm's length negotiations and (where applicable) by reference to other similar transactions in the market.

1. Property Related Ancillary Services Transactions
   In respect of some of the properties owned by the Sunlight REIT Group, security services and some other ancillary property services are/may be from time to time provided by the Group to the Sunlight REIT Group. With a view to allowing flexibility in the provision by the Group of such security services and other ancillary property services to the Sunlight REIT Group, the Company has entered into the Master Services Agreement with HSAM to set out the framework terms governing such services. The principal terms of the Master Services Agreement are as summarised below.

1. Date:

31 March 2021

2. Parties:

The Company; and

HSAM (in its capacity as manager of Sunlight REIT)

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1. Transactions:
   With respect to the Property Related Ancillary Service Transactions to be agreed and provided during the term of the Master Services Agreement, the relevant members of the HLD Related Group and of the Sunlight REIT Group shall enter into separate definitive service agreement(s) ("Definitive Service Agreement(s)") setting out the detailed terms (including the fee and the payment terms).
2. Condition:

The Master Services Agreement is conditional upon the approval of the independent Unitholders. If this condition is not fulfilled on or before 30 June 2021 (or such later date as may be agreed between HSAM and the Company), the Master Services Agreement shall lapse forthwith and be of no further effect.

1. Term:
   The Master Services Agreement is for a term of three years from 1 July 2021 to 30 June 2024, unless terminated in accordance with the terms of the Master Services Agreement.
2. Consideration and terms of payment:

The terms of, and the fee payable under, the Definitive Services Agreements shall be negotiated on a case-by-case and an arm's length basis, and shall be on normal commercial terms which (a) from the HLD Related Group's perspective, shall be no more favourable than those made available to its independent third party customers, and (b) from the Sunlight REIT Group's perspective, shall be no less favourable than those being obtained by it from independent contractors or suppliers of comparable services.

During the financial year ended 31 December, 2020, Megastrength provided the security services to Sunlight REIT Group under the following contracts:

1. a security services contract dated 30 January 2019 in respect of a property located at Sheung Wan for a term of 24 months commencing on 1 July 2019 at a monthly service fee of approximately HK$49,000 for the first 12 months ended on 1 July 2020 and approximately HK$51,000 (which was subsequently adjusted to approximately HK$50,000) for the remaining term ending on 1 July 2021;
2. a security services contract dated 11 March 2019 to renew a security services contract in respect of two properties located at Wanchai for a term of 24 months commencing on 1 July 2019 at a monthly service fee of approximately HK$247,000 for the first 12 months ended on 1 July 2020 and approximately HK$258,000 (which was subsequently adjusted to approximately HK$253,000) for the remaining term ending on 1 July 2021; and
3. numerous short-term security services and related contracts for periods ranging from days to several months in respect of certain properties owned by the Sunlight REIT Group.

The service fees to be charged by the Group and set out in each Definitive Service Agreement shall be determined after arm's length negotiations or (where applicable) pursuant to the

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tender submitted by the Group, with regard to various factors including but not limited to the locations and types of the properties, the operational costs such as labour costs, administrative costs and material costs and with reference to the prevailing market rates.

ANNUAL CAPS

For each of the financial years ended 31 December 2018, 2019 and 2020, the aggregate sums received by the Group under the Transactions, as disclosed or to be disclosed in the Company's annual reports in compliance with the annual review requirements under Chapter 14A of the Listing Rules, were as shown below:

Financial year ended	Financial year ended	Financial year ended
31 December 2018	31 December 2019	31 December 2020
HK$151.6 million	HK$159.3 million	HK$143.0 million

The Board anticipates that the maximum aggregate sums to be paid by the Sunlight REIT Group to the Group under the Transactions (i) for the financial year ending 31 December 2021, will remain at HK$241 million, being the same amount as disclosed in the previous announcement; and (ii) for the three financial years up to 31 December 2024, will be as follows:

Financial year ending	Financial year ending	Financial year ending
31 December 2022	31 December 2023	31 December 2024
HK$228.8 million	HK$248.8 million	HK$268.8 million

The annual caps above, which are the aggregate caps for the Transactions, have been determined with reference to, among others, the following bases and assumptions:

1. in relation to Property Management Transactions - (i) the historical and current commissions referable to the tenancies and licences of Sunlight REIT's properties portfolio;
2. 1. the relevant lease expiry profile; (iii) an assumed annual growth of reimbursed costs;
   1. the prevailing market conditions; and (v) no variation to the terms governing the Renewed Property Management Agreement.
3. in relation to Asset Management Transactions - (i) the historical and current base fees and variable fees referable to Sunlight REIT's properties portfolio; (ii) possible increase in property valuation and the Net Property Income (as defined in the Trust Deed) which in turn positively affect the base fees and the variable fees respectively; and (iii) possible growth of the property market.
4. in relation to Property Related Ancillary Services Transactions - (i) the current service contracts between the Group and the Sunlight REIT Group; (ii) the possible increase in the security service fees annually with due consideration of the relevant service contract as well as expected market conditions in the future; and (iii) the assumption of other additional services, for instance, potential new contracts for management and operations of properties, potential repair and maintenance works or consultancy services which the Group may enter into with the Sunlight REIT Group during the relevant financial periods.

In addition, the above new annual caps are (i) determined by taking into account the possibility of acquisition of properties by Sunlight REIT in the future, which may require property

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management, asset management and security services from the Group; and (ii) supplemented by a buffer of 10% for possible adjustments in reimbursement amounts and gross rental income of Sunlight REIT Group as well as for contingencies.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Property Management Transactions, the Asset Management Transactions and the Property Related Ancillary Services Transactions have been, or (where applicable) may in the future be, entered into as part of the normal business of the relevant members of the Group, in connection with the properties and assets of the Sunlight REIT Group and their management and operation.

The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Property Management Transactions, the Asset Management Transactions and the Master Services Agreement are fair and reasonable; and those transactions are on normal commercial terms and are arrived at after negotiations on an arm's length basis, and those transactions are entered into in the ordinary and usual course of business of the Group. The Directors (including the independent non-executive Directors) also consider that those transactions are in the interests of the Company and its shareholders as a whole.

Having regard to the pricing policies of the Company in respect of the Property Related Ancillary Services Transactions as mentioned above, the Directors (including the independent non- executive Directors) consider that the Property Related Ancillary Services Transactions have been, and will in the future be entered into in the ordinary and usual course of business of the Group, on normal commercial terms that are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

The Company is a subsidiary of Henderson Development Limited which is wholly-owned by a family trust of Dr. Lee Shau Kee, an Executive Director of the Company. SKFE is an investment holding company wholly-owned by another family trust of Dr. Lee Shau Kee. As at the date of this announcement, the aggregate percentage Unitholding of the Group and the SKFE Group is approximately 40.5%, above 30% of all the Units in issue. Sunlight REIT is thus regarded as a connected person of the Company for the purpose of the Listing Rules. As a result, the Transactions between the Group and the Sunlight REIT Group constitute continuing connected transactions of the Company. Dr. Lee Shau Kee and his associates (as defined in the Listing Rules) and family members who are Directors of the Company, namely, Dr. Lee Ka Kit, Mr. Lee Ka Shing, Madam Fung Lee Woon King and Mr. Lee Tat Man, are deemed to have material interests in the Transactions. All of them are not members of a special board committee appointed and formed by the Board with power delegated to deal with the Group's transactions with the Sunlight REIT Group and have not voted on the relevant resolutions of such board committee approving the Transactions and this announcement.

On the basis of aggregation of the Transactions as required by the Stock Exchange in the past, one or more of the applicable percentage ratios under the Listing Rules (other than the profits ratio which is not applicable for this purpose) for the highest annual cap amount of the Transactions stated above exceed 0.1% but all of them are less than 5%. Pursuant to the exceptions under Rule 14A.76(2) of the Listing Rules, the Transactions are exempt from the circular and independent shareholders' approval requirements, and are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.49 of the Listing Rules, details of the Transactions will be included in the relevant annual report of the Company.

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FURTHER INFORMATION RELATING TO SUNLIGHT REIT'S COMPLIANCE

At the extraordinary general meeting of Sunlight REIT held on 2 May 2018, the Unitholders approved the extension of waiver in respect of Sunlight REIT's certain connected party transactions under the REIT Code, as described in the announcement of Sunlight REIT dated 12 April 2018, and the circular issued by Sunlight REIT to its Unitholders dated 13 April 2018. Such waiver will expire on 30 June 2021. Independent Unitholders' approval will be sought at the Sunlight REIT's extraordinary general meeting to approve, among other things, the Fifth Supplemental Agreement and the Master Services Agreement.

GENERAL INFORMATION

The Company is an investment holding company and its subsidiaries are principally engaged in the businesses of property development and investment, construction, project management, property management, finance, department store operation and investment holding.

Sunlight REIT is a Hong Kong collective investment scheme constituted as a unit trust by the Trust Deed, and is authorised under section 104 of the Securitries and Futures Ordinance. Companies in the Sunlight REIT Group are principally engaged in the business of ownership of and investment in income-generating office and retail properties in Hong Kong.

DEFINITIONS
"associate(s)"	has the meaning as ascribed to it under the REIT Code
"Asset Management	transactions between HSAM and Sunlight REIT,
Transactions"	relating to the role of HSAM as the manager of Sunlight
	REIT
"Board"	the board of Directors
"Company"	Henderson Land Development Company Limited (恒基
	兆業地產有限公司), a company incorporated in Hong
	Kong with limited liability, the shares of which are
	listed on the Stock Exchange
"Director(s)"	director(s) of the Company
"Extended Term"	three years ending 30 June 2024
"Fifth Supplemental Agreement"	the fifth supplemental agreement dated 31 March 2021
	and entered into by HSAM (as manager of Sunlight
	REIT) and the Property Manager for the purpose of,
	amongst other things, extending the term of the
	appointment of the Property Manager
"Group"	the Company and its subsidiaries

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"HLD Related Group"	the Company and its subsidiaries and associates (which
	for the avoidance of doubt, exclude the Sunlight REIT
	Group)
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"HSAM"	Henderson Sunlight Asset Management Limited (恒基
	陽光資產管理有限公司), a company incorporated in
	Hong Kong (principally engaged in managing Sunlight
	REIT's assets) and a wholly-owned subsidiary of the
	Company, acting as manager of Sunlight REIT
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Master Services Agreement"	the master agreement dated 31 March 2021 entered into
	between the Company and HSAM (in its capacity as the
	manager of Sunlight REIT) setting out the framework
	terms governing the Property Related Ancillary
	Services Transactions
"Megastrength"	Megastrength Security Services Company Limited (宏
	力保安服務有限公司), a company incorporated in
	Hong Kong and a wholly-owned subsidiary of the
	Company
"Property Holding Companies"	the property holding companies in the Sunlight REIT
	Group, and each of them a "Property Holding
	Company"
"Property Management	the agreement dated 29 November 2006 entered into
Agreement"	between HSAM and the Property Manager (as
	supplemented by supplemental agreements respectively
	dated 28 April 2009, 25 June 2012, 12 May 2015 and
	15 May 2018 and acceded to by the Property Holding
	Companies) relating to the provision of certain property
	management and lease management as well as
	marketing services in respect of the properties of
	Sunlight REIT
"Property Management	the transactions between the Property Manager and the
Transactions"	Sunlight REIT Group under the Renewed Property
	Management Agreement
"Property Manager"	Henderson Sunlight Property Management Limited (恒
	基陽光物業管理有限公司), a company incorporated
	in Hong Kong (principally engaged in providing
	property management services for Sunlight REIT's
	properties) and a wholly-owned subsidiary of the
	Company, acting as property manager of Sunlight REIT

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"Property Related Ancillary	services including (i) cleaning services (ii) maintenance
Services Transactions"	services; (iii) renovation services (including physical
	improvements or repairs and project management of
	renovation or enhancement work); (iv) security
	services; (v) utilities services; (vi) car park management
	services; (vii) legal and other professional and
	consultancy services; and (viii) such other services in
	the ordinary and usual course of management and
	operation of the properties of the Sunlight REIT Group
	as may be agreed between the Company and HSAM
	from time to time in writing as to be governed by the
	Master Services Agreement
"REIT Code"	Code on Real Estate Investment Trusts issued by the
	Securities and Futures Commission, as amended,
	supplemented and/or otherwise modified from time to
	time
"Renewed Property Management	the Property Management Agreement as supplemented
Agreement"	by the Fifth Supplemental Agreement
"SKFE"	Shau Kee Financial Enterprises Limited, a company
	incorporated in the British Virgin Islands with limited
	liability
"SKFE Group"	SKFE and its subsidiaries
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sunlight REIT"	Sunlight Real Estate Investment Trust (陽光房地產投
	資 信 託 基 金), a collective investment scheme
	constituted as a unit trust and authorised under section
	104 of the Securities and Futures Ordinance
"Sunlight REIT Group"	Sunlight REIT, the special purpose vehicles and other
	companies or entities owned and controlled by Sunlight
	REIT
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-
	backs, as amended, supplemented and/or otherwise
	modified from time to time
"Transactions"	the Property Management Transactions, the Asset
	Management Transactions and the Property Related
	Ancillary Services Transactions
"Trust Deed"	the trust deed dated 26 May 2006 constituting Sunlight
	REIT (as supplemented by supplemental deeds dated
	1 June 2006, 28 November 2006, 28 April 2009, 23 July
	2010, 30 April 2012 and 16 March 2015), as may be
	modified or supplemented from time to time
"Unit(s)"	unit(s) in Sunlight REIT, and "Unitholding" shall be
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	construed accordingly
"Unitholders"	holders of Units
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
	By Order of the Board
	Timon LIU Cheung Yuen
	Company Secretary
Hong Kong, 31 March 2021

As at the date of this announcement, the Board comprises: (1) executive directors: Lee Ka Kit (Chairman and Managing Director), Lee Ka Shing (Chairman and Managing Director), Lam Ko Yin, Colin, Lee Shau Kee, Yip Ying Chee, John, Fung Lee Woon King, Kwok Ping Ho, Suen Kwok Lam, Wong Ho Ming, Augustine and Fung Hau Chung, Andrew; (2) non-executive directors: Lee Tat Man and Lee Pui Ling, Angelina; and (3) independent non-executive directors: Kwong Che Keung, Gordon, Ko Ping Keung, Wu King Cheong, Woo Ka Biu, Jackson, Poon Chung Kwong and Au Siu Kee, Alexander.

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