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Preliminary Offering Circular (The “Preliminary Offering Circular”) Attached to This E-Mail

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Preliminary Offering Circular (The “Preliminary Offering Circular”) Attached to This E-Mail IMPORTANT NOTICE (NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS) IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the preliminary offering circular (the “Preliminary Offering Circular”) attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Offering Circular. In accessing the Preliminary Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that the access to the Preliminary Offering Circular is intended for use by you only and you agree you will not forward or otherwise provide access to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE PRELIMINARY OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed to Shui On Development (Holding) Limited (the “Issuer”), Shui On Land Limited (the “Guarantor”), Standard Chartered Bank and UBS AG Hong Kong Branch as the Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (the “Joint Lead Managers”) that: (1) you are a non-U.S. person outside the United States; (2) you consent to delivery of this document by electronic transmission; AND (3) to the extent you purchase the securities described in the attached document, you will be doing so in an offshore transaction as defined in regulations under the Securities Act in compliance with Regulation S. The Preliminary Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Joint Lead Managers, DB Trustees (Hong Kong) Limited (the “Trustee”), the Agents (as defined in the “Terms and Conditions of the Securities”) or any of their respective affiliates accept any liability or responsibility whatsoever in respect of any such alteration or change to the Preliminary Offering Circular distributed to you in electronic format or any difference between the Preliminary Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. Restrictions: Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee and the Agents (as defined in the “Terms and Conditions of the Securities”) to subscribe or purchase any of the securities described therein. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. Access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. You are reminded that you have accessed the Preliminary Offering Circular on the basis that you are a person into whose possession the Preliminary Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by laws. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Private and Confidential Preliminary Offering Circular dated 12 June 2017 Subject to Completion Offering Circular Strictly Confidential Shui On Development (Holding) Limited ese securities and it is not a solicitation of an (incorporated in the Cayman Islands with limited liability) Shui On Land Limited 瑞安房地產有限公司 (incorporated in the Cayman Islands with limited liability) US$ % Senior Perpetual Capital Securities Callable 2022 guaranteed by Shui On Land Limited Issue Price: % Shui On Development (Holding) Limited (the “Issuer”), incorporated in the Cayman Islands with limited liability, is issuing senior perpetual capital securities in the initial aggregate principal amount of US$ (the “Securities”) and the due and punctual payment of all sums payable by the Issuer in respect of the Securities will be unconditionally and irrevocably guaranteed by Shui On Land Limited (the “Guarantor”, and such guarantee, the “Guarantee”). The Securities confer a right to receive distributions (each a “Distribution”) at the applicable rate described below from and including the Closing Date. Subject to the provisions of the Securities relating to deferral of Distributions, Distributions are payable semi-annually in arrear on the Distribution Payment Dates of each year. “Distribution Payment Date” shall mean and in each year, commencing on 2017. The rate of distribution applicable to the Securities shall be % in respect of the period from, and including, the Closing Date to, but excluding, 2017, and thereafter shall be the Relevant Reset Distribution Rate (as defined in the “Terms and Conditions of the Securities”). The Issuer may, unless a Compulsory Distribution Payment Event (as defined in the “Terms and Conditions of the Securities”) has occurred, at its sole discretion, elect to defer payment of Distributions, in whole but not in part, which are otherwise scheduled to be paid on a Distribution Payment Date, to the next Distribution Payment Date by giving notice of not more than ten nor less than five business days prior to a scheduled Distribution Payment Date. Any Distribution so deferred shall bear interest at the rate specified in Condition 6(E)(iv) of the “Terms and Conditions of the Securities”. If (a) the Issuer fails to comply with any of the covenants set out in Condition 5 of the “Terms and Conditions of the Securities” and such breach continues for a period of 30 consecutive days after written notice by the Trustee to the Holders or (b) the Issuer does not redeem the Securities following the occurrence of a Change of Control (as defined in the “Terms and Conditions of the Securities”) or fails to make or consummate an Offer to Purchase, the then-prevailing Distribution Rate shall be increased by per cent. per annum with effect from (and including) the date on which such Change of Control occurs, provided that the maximum aggregate increase in the Distribution Rate shall be per annum. Any such increase in the Distribution Rate is separate from and in additional to any increase in the Distribution Rate effected on each Reset Date. The Securities are perpetual securities and have no fixed final redemption date. On 2017 and on each Distribution Payment Date thereafter, the Issuer may redeem the Securities, in whole but not in part, upon not less than 30 nor more than 60 day’s notice, at a redemption price equal to the principal amount thereof plus any Distributions accrued to, but excluding, the date fixed for redemption (including any Arrears of Distribution (as defined in the “Terms and Conditions of the Securities”) and any Additional Distribution Amount (as defined in the “Terms and Conditions of the Securities”)). The Securities may also be redeemed at the option of the Issuer in whole, but not in part, at any time, at their principal amount together with all outstanding Arrears of Distribution and Additional Distribution Amount (if any) and any Distribution accrued to the date fixed for redemption, upon the occurrence of certain changes in applicable tax laws requiring the payment of Additional Tax Amounts (as defined in the “Terms and Conditions of the Securities”). In addition, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at a redemption price equal to (i) the applicable Early Redemption Amount (as defined in the “Terms and Conditions of the Securities”) if such redemption occurs prior to or (ii) the principal amount thereof together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and Additional Distribution Amount) if such redemption occurs on or after , (A) in the case that prior to the date of the notice of redemption, at least 90 per cent. in principal amount of the Securities originally issued has already been redeemed or purchased and cancelled; or (B) upon the occurrence and continuation of an Equity Disqualification Event (as defined in the “Terms and Conditions of the Securities”); or (C) upon the occurrence and continuation of a Change of Control (as defined in the “Terms and Conditions of the Securities”); or (D) upon the occurrence and continuation of a Breach (as defined in the “Terms and Conditions of the Securities”).
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