Sun Hung Kai : Announcement pursuant to Rule 14.36 of the Listing Rules

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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

ANNOUNCEMENT

PURSUANT TO RULE 14.36 OF THE LISTING RULES

Reference is made to the Previous Announcement in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of the Company) as lender and the Borrower as borrower.

On 19 March 2021, the Lender as lender and the Borrower as borrower entered into the Deed of Amendment, pursuant to which the parties agreed to, among other things, amend certain provisions of the Facility Agreement.

This announcement is made by the Company pursuant to Rule 14.36 of the Listing Rules, as the entering into of the Deed of Amendment constitutes a material variation of the terms of the Transaction previously announced under the Previous Announcement.

Reference is made to the Previous Announcement in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of the Company) as lender and the Borrower as borrower. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcement.

On 19 March 2021, the Lender as lender and the Borrower as borrower entered into the Deed of Amendment, pursuant to which the parties agreed to, among other things, amend certain provisions of the Facility Agreement.

THE DEED OF AMENDMENT

The Borrower has requested for the release of the Charged Shares from the security created by the Security Deed and, in substitution, agreed to execute the Security Deed (Notes) as security for the Loan. Accordingly, the Borrower and the Lender have agreed to amend the Facility Agreement reflecting, among other things, the release of the Charged Shares and the execution of the Security Deed (Notes) as security for the Loan upon the terms and conditions as set out in the Deed of Amendment.

The Security Deed (Notes)

Pursuant to the Security Deed (Notes), the Borrower mortgages, charges and assigns and agrees to mortgage, charge and assign by way of a first fixed charge all its interests in the Notes in favour of the Lender subject to the release condition of the Charged Shares being satisfied and with effect from the date of transfer of the Notes from the existing noteholder to the Borrower.

The Security Deed (Notes) and all security constituted under or pursuant to the Security Deed (Notes) shall become immediately enforceable upon the Lender taking action under or giving notice pursuant to the terms of the Facility Agreement as amended and restated by the Deed of Amendment on and at any time after the occurrence of an event of default which is continuing. The Lender, as chargee of the Security Deed (Notes), shall thereafter have rights, among other things, to sell or otherwise dispose of any or part of the Notes at the times, in the manner and on the terms it thinks fit.

REASONS FOR AND BENEFITS OF ENTERING INTO THE DEED OF AMENDMENT

The terms of the Deed of Amendment were arrived at after arm's length negotiations between the Lender and the Borrower. The Deed of Amendment was entered into by the Lender having regard to the underlying securities. In view of the above, the Directors are of the view that the terms of the Deed of Amendment are on normal commercial terms and the entering into of the Deed of Amendment is fair and reasonable, and in the interests of the Company and its shareholders taken as a whole.

LISTING RULES IMPLICATIONS

This announcement is made by the Company pursuant to Rule 14.36 of the Listing Rules, as the entering into of the Deed of Amendment constitutes a material variation of the terms of the Transaction previously announced under the Previous Announcement.

DEFINITIONS

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

"Deed of Amendment"

the Deed of Amendment in relation to the Facility Agreement entered into between the Lender as lender and the Borrower as borrower on 19 March 2021;

"Notes"

"Previous Announcement"

• (i) the 4.65% notes issued pursuant to Guaranteed Medium Term Note Programme, issued by Sun Hung Kai & Co. (BVI) Limited due 2022 (Stock Code: 5267), valued US$1,834,784.00 at face value with accrued interest up until 24 March 2021; and

• (ii) the 5.75% notes issued pursuant to Guaranteed Medium Term Note Programme, issued by Sun Hung Kai & Co. (BVI) Limited due 2024 (Stock Code: 40065), valued US$50,009,604.00 at face value with accrued interest up until 24 March 2021,

including all coupons paid or payable and settlement amounts in respect of the notes;

the announcement dated 19 November 2020 made by the Company; and

"Security Deed (Notes)"

Hong Kong, 19 March 2021

the security deed entered into between the Borrower as chargor and the Lender as chargee on 19 March 2021.

On behalf of the Board

Sun Hung Kai & Co. Limited

Simon Chow Wing Charn

Executive Director

As at the date of this announcement, the Board comprises:

Executive Directors:

Messrs. Lee Seng Huang (Group Executive Chairman) and Simon Chow Wing Charn

Non-Executive Directors:

Messrs. Peter Anthony Curry and Jonathan Andrew Cimino

Independent Non-Executive Directors:

Mr. Evan Au Yang Chi Chun, Mr. David Craig Bartlett, Mr. Alan Stephen Jones and

Ms. Jacqueline Alee Leung