Shui On Land : US$225,000,000 7.50% SENIOR CONVERTIBLE PERPETUAL CAPITAL SECURITIES (THE “SECURITIES”) - ADJUSTMENT TO CONVERSION PRICE OF THE SECURITIES

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

Shui On Land Limited

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 272)

US$225,000,000 7.50% SENIOR CONVERTIBLE PERPETUAL CAPITAL SECURITIES (THE "SECURITIES")

ADJUSTMENT TO CONVERSION PRICE OF THE SECURITIES

The Company announces that the Conversion Price of the Securities has been adjusted from HK$2.97 per Share to HK$2.92 per Share with effect from 13 September 2017 as a result of the payment of interim dividend in respect of the six months ended 30 June 2017.

Reference is made to the announcements of Shui On Land Limited (the "Company") dated 22 May 2015, 27 May 2015, 2 June 2015, 4 June 2015, 17 June 2015, 15 September 2015, 1 June 2016, 12 September 2016 and 17 July 2017 (collectively, the "Securities Announcements") in relation to the Securities issued by Shui On Development (Holding) Limited, a wholly-owned subsidiary of the Company. The Securities are listed on the Singapore Exchange Securities Trading Limited. Capitalised terms used herein shall have the same meanings as those defined in the Securities Announcements unless otherwise stated.

On 23 August 2017, the Board declared an interim dividend of HK$0.03 per Share for the six months ended 30 June 2017 (the "Interim Dividend"). The Interim Dividend was paid on 25 September 2017 in the form of cash to Shareholders whose names appeared on the register of members of the Company on 12 September 2017.

Notice is hereby given that, based on the adjustment provisions stipulated under Condition 7(C) of the terms and conditions of the Securities, an adjustment has been made to the Conversion Price as a result of the Interim Dividend.

The Conversion Price of the Securities, previously HK$2.97 per Share (the "Existing Conversion Price of the Securities"), was adjusted to HK$2.92 per Share (the "Adjusted Conversion Price of the Securities") with effect from 13 September 2017.

With reference to the total outstanding principal amount of the Securities of US$225,000,000 at the date of this announcement, the maximum number of Shares that will be issued upon conversion of all the outstanding Securities at the Existing Conversion Price of the Securities and the Adjusted Conversion Price of the Securities is 587,333,333 Shares and 597,390,410 Shares respectively (at the pre-determined exchange rate of US$1.00 = HK$7.7528).

Any holder of the Securities who is in doubt as to the action to be taken should consult his/her/its stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

By Order of the Board Shui On Land Limited

Vincent H. S. LO

Chairman

Hong Kong, 29 January 2018

At the date of this announcement, the executive directors of the Company are Mr. Vincent H. S. LO (Chairman) and Mr. Douglas H. H. SUNG (Chief Financial Officer); the non-executive director of the Company is Mr. Frankie Y. L. WONG; and the independent non-executive directors of the Company are Sir John R. H. BOND, Dr. William K. L. FUNG, Professor Gary C. BIDDLE, Dr. Roger L. McCARTHY, Mr. David J. SHAW and Mr. Anthony J. L. NIGHTINGALE.

* For identification purposes only