Yanlord Land : Grant Of Term Loan Facilities

YANLORD LAND GROUP LIMITED

(Incorporated with limited liability in the Republic of Singapore)

(Registration Number: 200601911K)

GRANT OF TERM LOAN FACILITIES (THE "TERM LOAN FACILITIES")

Yanlord Land Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that DBS Bank Ltd. has made available the Term Loan Facilities to Yanlord Investment (Singapore) Pte. Ltd., a wholly-owned subsidiary, upon the terms and conditions of a facility agreement (the "Facility Agreement") entered into between Yanlord Investment (Singapore) Pte. Ltd. as borrower (the "Borrower"), the Company as guarantor, and DBS Bank Ltd. as lender.

The Term Loan Facilities, available in Singapore dollars, are granted for the purposes of (i) refinancing the Borrower's existing indebtedness and (ii) the mandatory general offers by the Borrower for all ordinary stock units ("Ordinary Shares Offer") and preference shares in the issued and paid-up share capital of United Engineers Limited ("UEL") and if the Ordinary Shares Offer becomes unconditional as to acceptances or the Borrower acquires statutory control of UEL, whether pursuant to the Ordinary Shares Offer or otherwise, the chain offer for all issued and paid-up shares in the capital of WBL Corporation Limited, in each case, other than those already owned, controlled or agreed to be acquired by the Borrower and parties acting in concert with the Borrower in accordance with the rules of the Singapore Code on Take-Overs and Mergers.

Pursuant to Rule 704(31) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Company wishes to announce that the Facility Agreement contains the following terms which place restrictions on a change of control of the Company:

The occurrence of any of the following shall constitute an event of default under the Facility Agreement affecting the entire outstanding amount of the Term Loan Facilities and allowing the Lender to demand immediate repayment of the Term Loan Facilities and make a demand on the guarantee given by the Company:

1. Zhong Sheng Jian ceases to be the single largest shareholder (whether direct or indirect) of the Company or ceases to hold a beneficial interest (whether direct or indirect) in not less than 51 per cent. of the issued shares (excluding treasury shares with no voting rights) in the Company; and/or
2. Zhong Sheng Jian ceases to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (i) cast, or control the casting of, at least 51 per cent. of the maximum number of votes that might be cast at a general meeting of the Company; (ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; and (iii) give directions with respect to the management or policies of the Company.

As of the date of this announcement, assuming the full amount of the Term Loan Facilities is drawn down, the aggregate level of the loan facilities of the Company and its subsidiaries that may be affected by the above events of default (assuming that such default causes a cross default of the borrowings of the Company and its subsidiaries) amounts to approximately RMB26.9 billion (excluding interest).

None of the restrictions described above has been breached.

Yanlord Land Group Limited

Zhong Sheng Jian

Chairman and Chief Executive Officer

8 November 2019