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 toits 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 thisannouncement.
This announcement is for information purpose only and does not constitute an invitation oroffer to acquire, purchase or subscribe for any securities of the Company. This announcement
is not, and does not form any part of, an offer or invitation for the sale of securities in the
United States. The securities have not been and will not be registered under the Securities
Act, and may not be offered, sold or otherwise transferred within the United States absent
registration or an exemption from registration. Any public offering of securities to be madein the United States will be made by means of a prospectus that may be obtained from theCompany and will contain detailed information about the Company and management, as wellas financial statements. The Company does not intend to register any part of the offering in
the United States.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”)). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSONLOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TORELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

(Incorporated in the Cayman Islands with limited liability)(Stock Code: 873)

CONSENT SOLICITATIONIN RELATION TO THE HK$3,110,000,000 2.25 PER CENT.
GUARANTEED CONVERTIBLE BONDS DUE 2022
ISSUED BY A SUBSIDIARY OF THE COMPANYBACKGROUND AND PURPOSE OF THE CONSENT SOLICITATION
Reference is made to the announcements of Shimao Services Holdings Limited (the“Company”) dated 20 October 2021 and 2 November 2021 in relation to the HK$3,110,000,000
2.25% guaranteed convertible bonds due 2022 (ISIN: XS2401670349 / Common Code:240167034) (the “Bonds”) issued by Crystal Idea Group Limited (the “Issuer”), a whollyowned subsidiary of the Company. The Bonds are guaranteed by the Company and are listed on
the Singapore Exchange Securities Trading Limited.

–1–Under the terms and conditions of the Bonds, following occurrence of a Relevant Event (asdefined therein), Bondholders have the right to require the Issuer to redeem all or some onlyof their Bonds, and a “Relevant Event” would occur where the shares of the Company havebeen suspended for trading for a period of equal to or exceeding 30 consecutive trading dayson the Stock Exchange.
Under the Rules Governing the Listing of Securities on the Stock Exchange, the Company isrequired to publish the audited annual results of the Company and its subsidiaries (together,
the “Group”) for the year ended 31 December 2021 (“2021 Audited Annual Results”) no
later than 31 March 2022. However, the audit process was initially affected by (i) certain
management and employees of the Group being placed under quarantine in the latest waveof COVID-19 and (ii) a delay in obtaining certain external confirmations from third parties
for the audit. Subsequently, due to COVID-19 and related control measures in the PRC, inparticular in Shanghai where the Company’s headquarters are located, the audit process was
further delayed. As a result of such delays in the publication of the 2021 Audited Annual
Results, trading in the shares of the Company on the Stock Exchange was suspended on 3 May
2022. The trading in the shares of the Company was subsequently resumed on 23 June 2022
following the publication of the 2021 Audited Annual Results on 22 June 2022. As a result,the shares of the Company were suspended for trading for a period of 35 consecutive tradingdays. A Relevant Event has occurred under the terms and conditions of the Bonds given thesuspension of trading in the shares exceeded 30 consecutive trading days. Such Relevant
Event has triggered the right of the Bondholders to require redemption of the Bonds.
As of the date of this announcement, the Company’s only outstanding offshore debt is theBonds and there is no default or event of default under the Bonds.
As a result of this unexpected incident resulting in a Relevant Event, the Issuer is conducting
the Consent Solicitation to seek waivers of its redemption obligations triggered under theBonds and to amend the Issuer’s optional redemption right under the Bonds. As of the dateof this announcement, the Issuer intends to repay the principal amount of the Bonds together
with any accrued and unpaid interest on the maturity date as scheduled.
CONSENT SOLICITATIONThe Issuer is inviting the Beneficial Owners of the Bonds as of the Record Date to consider
and, if thought fit, to approve by way of an extraordinary resolution (the “Extraordinary
Resolution”) at a meeting of the holders of the Bonds (the “Meeting”), proposed waiver inrespect to the Bonds as set forth in the Consent Solicitation Memorandum (the “Proposed
Waiver”) and proposed amendments to the Bonds as set forth in the Consent Solicitation
Memorandum (the “Proposed Amendments” and, together with the Proposed Waiver, the“Proposed Waiver and Amendments”), and to be entered into by and among the Issuer, theCompany and the Trustee of a supplemental trust deed in relation to the Bonds giving effectto the Proposed Waiver and Amendments (the “Supplemental Trust Deed”), by submitting
a consent instruction in respect of all or some of their Bonds (the “Consent Instruction”)
or, as applicable, an Ineligible Beneficial Owner Instruction pursuant to the instructions of
the Consent Solicitation set out in the Consent Solicitation Memorandum. Only Bondholders
as of the Record Date are entitled to receive Notice of Meeting, and can submit Consent
Instruction or Ineligible Beneficial Owner Instruction (as the case maybe) with respect to the–2–Proposed Waiver and Amendments. As of the date of the Consent Solicitation Memorandum,
HK$3,110,000,000 in aggregate principal amount of the Bonds are outstanding.
By validly delivering Consent Instruction, Eligible Beneficial Owners will be deemed tohave given consent in the Consent Solicitation. A consenting Eligible Beneficial Ownermust consent to the Proposed Waiver and Amendments as an entirety and may not consent
selectively with respect to certain aspect of the Proposed Waiver and Amendments. All
Consent Instructions delivered and accepted will be deemed to be Consent Instructions to the
Proposed Waiver and Amendments as a whole.
Ineligible Beneficial Owners wishing to vote in respect of the Extraordinary Resolution
may submit an Ineligible Beneficial Owner Instruction by the Expiration Time. However,the participation by Ineligible Beneficial Owners will not be considered in determining thequorum of the Meeting and whether or not the Extraordinary Resolution is approved. Only
participation by Eligible Beneficial Owners will be counted in determining the quorum. Any
participation by Ineligible Beneficial Owners will be disregarded in determining the quorum.
The Extraordinary Resolution will only be approved if the requisite consent threshold is met
by votes cast by Eligible Beneficial Owners only, irrespective of any participation and voting
by Ineligible Beneficial Owners.
The Proposed Waiver and Amendments will become effective upon execution of and delivery
to the Trustee the Supplemental Trust Deed. If the Proposed Waiver and Amendments are
accepted and effected, all the outstanding Bonds will be subject to the Proposed Waiver andAmendments.
Consent Fee and Ineligible Beneficial Owner Payment
As described in the Consent Solicitation Memorandum, subject to the passing of theExtraordinary Resolution and the execution of the Supplemental Trust Deed, if valid Consent
Instructions or, as applicable, Ineligible Beneficial Owner Instructions in favour of theExtraordinary Resolution are received at or prior to the Expiration Time, a Bondholder who
has delivered such valid Consent Instructions or, as applicable, Ineligible Beneficial Owner
Instructions shall be eligible to receive the Consent Fee or, as applicable, the Ineligible
Beneficial Owner Payment, as described, and in the amount set out, in the Consent Solicitation
Memorandum. Only Bondholders who validly deliver Electronic Voting Instructions in themanner contemplated in the Consent Solicitation Memorandum will be eligible to receive suchfees.
The Bondholders will not be eligible for the Consent Fee or, as applicable, Ineligible
Beneficial Owner Payment if they (i) appoint a proxy other than the Tabulation andInformation Agent (or its nominee) to attend and vote at the Meeting; (ii) attend theMeeting (or, as the case may be, adjourned Meeting) in person; (iii) do not attend or are notrepresented at the Meeting (or, as the case may be, adjourned Meeting); or (iv) do not submit
a Consent Instruction or, as applicable, Ineligible Beneficial Owner Instruction in favour of
the Proposals.

–3–Conditions to the Consent Solicitation
The obligation of the Issuer to accept Consent Instructions and Ineligible Beneficial Owner
Instructions and pay the Consent Fee and the Ineligible Beneficial Owner Payment withrespect to the Bonds is conditional upon, among others:•

Approval of the Proposed Waiver and Amendments by the requisite majority of theBondholders; and•Execution of the Supplemental Trust Deed by each of the parties contemplated therein as
applicable.

The Issuer may, in its sole discretion, waive any of the conditions of, in whole or in part, at
any time and from time to time or otherwise amend, the Consent Solicitation and Ineligible
Beneficial Owner Instructions at any time prior to the acceptance of Consent Instructions.
No Consent Fee or Ineligible Beneficial Owner Payment will be paid if (1) the Consent
Solicitation is terminated or (2) any of the conditions is not satisfied (or waived) for any
reason.
Amendment, Extension or Termination of the Consent Solicitation
The Issuer may, subject to applicable laws, at any time prior to the Expiration Time, amend the
Expiration Time and/or increase the Consent Fee. The Issuer may also, subject to applicablelaws, the Meeting Provisions and as provided in the Consent Solicitation Memorandum,
amend, decline and/or waive any condition of the Consent Solicitation, at its sole discretion.
In addition, the Issuer may, subject to applicable laws and the Meeting Provisions, reopen
the Consent Solicitation following the Expiration Time, for such period(s) as it may in its
discretion decide. The Issuer will notify the Bondholders and Beneficial Owners of any such
amendment, extension, reopening, waiver of any condition of, or termination of, the Consent
Solicitation as soon as is reasonably practicable thereafter in accordance with the Consent
Solicitation Memorandum.
The Issuer confirms that it will not reduce the amount of the Consent Fee following
announcement of the Consent Solicitation.
The Issuer may, subject to the Meeting Provisions and the Trust Deed, at any time prior to the
Expiration Time, make a new invitation to Bondholders to vote in respect of the Extraordinary
Resolution on such terms as it may determine. In such an event, (i) the Issuer will notify
the Bondholders and Eligible Beneficial Owners of any such new invitation as soon as isreasonably practicable thereafter in accordance with the Consent Solicitation Memorandum;(ii) Bondholders will need to provide new Consent Instructions or, as applicable, Ineligible
Beneficial Owner Instructions in relation to such new consent process; and (iii) any Consent
Instructions or Ineligible Beneficial Owner Instructions provided in relation to the Consent
Solicitation will lapse.

–4–SUMMARY TIMETABLE
The following summarizes the anticipated timetable for the Consent Solicitation. All
references to times are to Central European Time unless otherwise stated.
Date

Event

5 July 2022

Record Date:
The date fixed by the Issuer for the determination ofBeneficial Owners of the Bonds entitled to submit Consent
Instructions, or, as applicable, Ineligible Beneficial
Owners Instructions pursuant to the Consent Solicitation
Memorandum.

6 July 2022

Announcement of the Consent Solicitation:
The Notice of Meeting published and delivered to theClearing Systems for communication to Direct Participants.
An announcement regarding the Consent Solicitation
published on the SGX-ST and the Stock Exchange.
Consent Solicitation Memorandum to be made available toBondholders on the Consent Website.

5:00 p.m. on 27 July 2022

Expiration Time:
Deadline for receipt by the Tabulation and Information
Agent of (i) valid Consent Instructions from Eligible
Beneficial Owners to be eligible for the Consent Fee and(ii) Ineligible Beneficial Owner Instructions from Ineligible
Beneficial Owners to be eligible for the Ineligible Beneficial
Owner Payment.
Such Consent Instructions must be in favour of theExtraordinary Resolution in order for such Beneficial Owners
to be eligible for the Consent Fee. Such Ineligible Beneficial
Owner Instructions must be in favour of the Extraordinary
Resolution in order for such Ineligible Beneficial Owners tobe eligible for the Ineligible Beneficial Owner Payment.
This will also be the deadline for making any otherarrangements to attend or be represented to vote at the
Meeting. Beneficial Owners of Bonds making such otherarrangements will not be eligible to receive the Consent Feeor Ineligible Beneficial Owner Payment.

–5–

Date

Event

10:00 a.m. (Hong Kong time)on 1 August 2022

The Meeting:
The Meeting to be held at the offices of Sidley Austin at 39/F,
Two International Finance Centre, 8 Finance Street, Central,
Hong Kong (or by audio or video conference call if the Issuer
elects to hold any Virtual Meeting).

2 August 2022

Results Date:
Date on which the notice of the results of the Meeting are to
be delivered to Euroclear and Clearstream for distribution to
the relevant Bondholders

3 August 2022

Execution Date:
Date on which the Supplemental Trust Deed is expected
to be executed and relevant Bondholders notified of suchexecution.

As soon as practicable
Payment Date:(currently expected to be on
or about 4 August 2022)
Date on which the Issuer is expected to pay the Consent Fee
after the execution ofand the Ineligible Beneficial Owner Payment.
the Supplemental Trust Deed,as determined by the Issuer. The Proposed Waiver and Amendments will become
effective on the Execution Date upon the execution of the
Supplemental Trust Deed (following the approval of theExtraordinary Resolution), but shall only become operative
upon the payment of the Consent Fee and the Ineligible
Beneficial Owner Payment.

–6–

OTHER INFORMATIONThe Issuer has appointed Kroll Issuer Services Limited as Tabulation and Information
Agent with respect to the Consent Solicitation. The Consent Solicitation Memorandum, thisannouncement and all documents related to the Consent Solicitation can be found on theConsent Website: https://deals.is.kroll.com/shimaoservices. Requests for copies of the Consent
Solicitation Memorandum and their related documents may be directed to the Tabulation
and Information Agent at the address and telephone number as set forth below. The contact
information of Kroll Issuer Services Limited is set out as follows:
Kroll Issuer Services Limited
In London

In Hong Kong

The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom

3rd Floor, Three Pacific Place
1 Queen’s Road East
Admiralty
Hong Kong

Email: shimaoservices@is.kroll.com
Consent Website: https://deals.is.kroll.com/shimaoservices
Attention: Mu-yen Lo/Harry Ringrose
Unless stated otherwise, announcements in connection with the Consent Solicitation will
be made through the website of the SGX-ST and the Consent Website, and/or the delivery
of notices to the Clearing Systems for communication to Direct Participants. Copies of theannouncements and notices can also be obtained from the Consent Website. Significant delays
may be experienced where notices are delivered to the Clearing Systems, and Bondholders are
urged to contact the Tabulation and Information Agent for the relevant announcements during
the course of the Consent Solicitation.
The terms of the Consent Solicitation are more fully described in the Consent Solicitation
Memorandum, which sets out further details regarding the consent procedures and theconditions of the Consent Solicitation.

–7–

THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF
AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY
SECURITIES.
The Consent Solicitation is not being made to (nor will the delivery of Consents be acceptedfrom or on behalf of) Bondholders in any jurisdiction where the making or acceptance of
the Consent Solicitation would not comply with the laws of such jurisdiction. If the Issuer
becomes aware of any jurisdiction in which the making of the Consent Solicitation or thedelivery of Consents would not be in compliance with applicable laws, the Issuer may or may
not, in its sole discretion, make an effort to comply with any such law. If, after such effort, if
any, the Issuer cannot comply with any such law, and Consent Solicitation will not be made to(nor will tenders or Consents be accepted from or on behalf of) any Bondholders residing insuch jurisdiction.
The Consent Solicitation may or may not materialise. In addition, the conditions of theConsent Solicitations may or may not be waived or satisfied.
If any Bondholder is in any doubt as to the action it should take, it is recommended toseek its own financial and legal advice, including with regard to any tax consequences,from its stockbroker, bank manager, solicitor, attorney, tax adviser or other independent
financial or legal adviser. None of the Issuer, the Company, the Tabulation andInformation Agent or any of their respective directors, officers, employees, agents oraffiliates makes any recommendation as to whether Bondholders should tender theirBonds and/or consent to the amendments to the provisions relating to the Bonds pursuant
to the Consent Solicitation.
DEFINITIONS
Unless the context otherwise requires, terms used in this announcement shall have thefollowing respective meanings:“Beneficial Owner”

Unless the context otherwise requires, references to“Beneficial Owner” in respect of the Bonds include (i) each
person who is shown in the records of a Clearing System asa holder of a Bond (also referred to as “Direct Participants”
and each a “Direct Participant”) (except that one Clearing
System shall not be treated as the holder of the Bonds heldin the account of another Clearing System when holding on
behalf of the first Clearing System’s accountholders) and (ii)each person holding a Bond through a broker dealer, bank,custodian, trust company or other nominee who in turn holds
the Bond through a Direct Participant in a Clearing System;“Bondholders”

The holders of the Bonds, including, where the context
so permits or requires, Direct Participants and Beneficial
Owners;–8–

“Bonds”

The Issuer’s 2.25% Guaranteed Convertible Bonds due 2022
(ISIN: XS2401670349/Common Code: 240167034);“Clearing System”

Euroclear or Clearstream;“Clearstream”

Clearstream Banking S.A.;“Company”

Shimao Services Holdings Limited;“Consent Fee”

If valid Consent Instructions in favour of the Extraordinary
Resolution are received at or prior to the Expiration Time,subject to the passing of such Extraordinary Resolution
and the execution of the Supplemental Trust Deed, a cash
payment of HK$2,500 per HK$1,000,000 principal amountof the Bonds by the Issuer to each Eligible Beneficial
Owner whose valid Consent Instruction in favour of theExtraordinary Resolution is received by the Tabulation andInformation Agent no later than the Expiration Time;“Consent Instruction”

the electronic voting instruction to vote in respect of theExtraordinary Resolution (which must be in specified
denominations of HK$2,000,000 and integral multiples of
HK$1,000,000 in excess thereof) in the relevant Clearing
Systems, given in such form as is specified by the Clearing
Systems from time to time which Consent Instruction must
be delivered through the relevant Clearing System by a
Direct Participant in accordance with the procedures of therelevant Clearing System instructing the relevant Clearing
System that the vote(s) attributable to the Bonds which
are the subject of such electronic voting instruction should
be cast in a particular way in relation to the Extraordinary
Resolution. Each Consent Instruction delivered ascontemplated in the Consent Solicitation Memorandum may
be shared with the Principal Agent;“Consent Solicitation”

the invitation to each of the Beneficial Owners of the Bonds
to consider and, if thought fit, to approve the Extraordinary
Resolution by submitting Consent Instructions or, as
applicable, Ineligible Beneficial Owner Instructions at or
prior to the Expiration Time;“Consent Solicitation
Memorandum”

the consent solicitation memorandum dated 6 July 2022 inrelation to the Consent Solicitation;“Consent Website”

https://deals.is.kroll.com/shimaoservices (and the access towhich is subject to eligibility confirmation and registration);–9–

“Direct Participant”

Each person shown in the records of Euroclear or
Clearstream as a holder of the Bonds;“Eligible Beneficial Owner”

A Beneficial Owner of the Bonds who is a non-U.S. person
located outside the United States (as those terms are definedin Regulation S under the Securities Act);“Euroclear”

Euroclear Bank SA/NV;“Expiration Time”

at 5:00 p.m. Central European Time on 27 July 2022, as
may be extended by the Issuer from time to time subject toapplicable law and the Meeting Provisions and subject also as
provided herein;“Extraordinary Resolution”

the extraordinary resolution to be proposed, considered andvoted upon at the Meeting to approve the Proposals (as set
out in the Notice of Meeting);“Hong Kong”

the Hong Kong Special Administrative Region of thePeople’s Republic of China;“HK$” and “HK dollars”

Hong Kong dollars;“Ineligible Beneficial Owner”

A Beneficial Owner who is not an Eligible Beneficial Owner,
and/or a person to whom or from whom it is unlawful to send
the Consent Solicitation Memorandum or to solicit consents
under the Consent Solicitation in the manner described in theConsent Solicitation Memorandum under applicable laws;“Ineligible Beneficial Owner
Instruction”

The electronic instruction to be submitted by a Direct
Participant to the Tabulation and Information Agent
through the relevant Clearing System in order for Ineligible
Beneficial Owners holding interests in the Bonds throughthe relevant Clearing System to participate in the Meeting.
For the avoidance of the doubt, Ineligible Beneficial Owners
wishing to vote in respect of the Extraordinary Resolution
may submit an Ineligible Beneficial Owner Instruction by the
Expiration Time, but the votes cast by Ineligible Beneficial
Owners will not be counted in determining whether or not
the Extraordinary Resolution is approved. However, if
the Extraordinary Resolution is approved by the requisite
majority and the Supplemental Trust Deed is executed, thenIneligible Beneficial Owners will receive the Ineligible
Beneficial Owner Payment based on the Ineligible Beneficial
Owner Instruction voted in favour of the Extraordinary
Resolution;– 10 –

“Ineligible Beneficial Owner
Payment”

HK$2,500 per HK$1,000,000 principal amount of theBonds in respect of which an instruction to vote in favourof the Extraordinary Resolution is received pursuant to an
Ineligible Beneficial Owner Instruction;“Issuer”

Crystal Idea Group Limited;“Meeting”

the meeting (or any adjournment thereof) of the Bondholders
convened by the Issuer pursuant to the Notice of Meetingat which such Bondholders will be asked to consider and, if
thought fit, to approve the Extraordinary Resolution;“Meeting Provisions”

the provisions regulating meetings of the Bondholders, as set
out in Schedule 3 to the Trust Deed;“PRC”

The People’s Republic of China;“Principal Agent”

The Bank of New York Mellon, London Branch, as principal
paying agent and principal conversion agent with respect tothe Bonds;“Proposed Amendments”

the Proposed Amendments with respect to the Bonds as set
forth in the section of the Consent Solicitation Memorandum
entitled “The Proposals”;“Proposed Waiver”

the Proposed Waiver with respect to the Bonds as set forth in
the section of the Consent Solicitation Memorandum entitled“The Proposals”;“Regulation S”

Regulation S under the U.S. Securities Act;

“SGX-ST”

The Singapore Exchange Securities Trading Limited;“Stock Exchange”

The Stock Exchange of Hong Kong Limited;“Supplemental Trust Deed”

The deed supplemental to the Trust Deed to be entered into
by, inter alios, the Issuer, the Company and the Trustee, inthe event that the Extraordinary Resolution is approved at
the Meeting;“Tabulation and Information
Agent”

Kroll Issuer Services Limited;“Trust Deed”

the trust deed dated 2 November 2021 entered into by theIssuer, the Company and the Trustee constituting the Bonds,
as amended and supplemented;“Trustee”

The Bank of New York Mellon, London Branch;– 11 –

“U.S.” or “United States”

the United States of America; and“U.S. Securities Act”

the United States Securities Act of 1933, as amended.
On behalf of the Board
Shimao Services Holdings Limited
Hui Sai Tan, Jason
ChairmanHong Kong, 6 July 2022
As at the date of this announcement, the Board of the Company comprises five Executive
Directors, namely Mr. Hui Sai Tan, Jason (Chairman), Mr. Ye Mingjie (President), Mr. Cao
Shiyang, Mr. Cai Wenwei and Mr. Liu Yu; one Non-executive Director, namely, Ms. Tang Fei;and three Independent Non-executive Directors, namely, Ms. Kan Lai Kuen, Alice, Mr. Gu
Yunchang and Ms. Zhou Xinyi.

– 12 –