Skyfame Realty : AMENDMENT OF THE GEARING COVENANT AND INCREASE IN THE AGGREGATE PRINCIPAL A...

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

ANNOUNCEMENT AMENDMENT OF THE GEARING COVENANT AND INCREASE IN THE AGGREGATE PRINCIPAL AMOUNT AND EARLY RENEWAL OF MEDIUM TERM BOND PROGRAMME Arranger

Reference is made to the Company's Announcement dated 25 August 2014 in relation to the establishment of the Programme and the Company's announcement dated 25 August 2015 in relation to the first renewal of the Programme and the Company's announcement dated 25 August 2016 in relation to the second renewal of the Programme and the listing thereof expiring on 24 August 2017. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that the Company has on 19 January 2017 renewed early the HK$2.3 billion medium term bond programme announced by the Company on 25 August 2014 and increased the aggregate principal amount of such Programme to HK$3.3 billion and has provided for the net gearing ratio covenant to be established for each series under the Programme by reference to the pricing supplement subject to a minimum of 60%.

Application has been made to the Stock Exchange for the listing of the Programme for the 12 months after 19 January 2017 under which debt may be issued to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) (together, "Professional Investors") only in accordance with Chapter 37 of the Listing Rules. The listing of the Programme is expected to become effective on 20 January 2017.

This announcement is made pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09 of the Listing Rules.

AMENDMENT OF THE GEARING COVENANT AND INCREASE IN THE AGGREGATE PRINCIPAL AMOUNT AND EARLY RENEWAL OF THE PROGRAMME

Reference is made to the Company's announcement dated 25 August 2014 (the "Announcement") in relation to the establishment of the Programme and the Company's announcement dated 25 August 2015 in relation to the first renewal of the Programme and the Company's announcement dated 25 August 2016 in relation to the second renewal of the Programme and listing thereof expiring on 24 August 2017. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that the Company has on 19 January 2017 renewed early the Programme for a period of 12 months (such that the expiry of the issue period under the Programme is amended from 24 August 2017 to 18 January 2018) and increased the aggregate principal amount of such Programme from HK$2.3 billion to HK$3.3 billion and provided for the net gearing ratio covenant to be established for each series under the Programme by reference to the pricing supplement subject to a minimum of 60%.

A summary description of the Programme and the Bonds to be issued under the Programme are as follows:

Issuer: Skyfame Realty (Holdings) Limited Arranger: Anglo Chinese Corporate Finance, Limited

Programme Size: Up to HK$3.3 billion aggregate nominal amount of Bonds outstanding at any one time.

Interest for the Bonds and details of redemption of the Bonds will be specified in the relevant pricing supplement for the Bonds.

PROPOSED REPLACEMENT OF LISTING OF THE PROGRAMME

Application has been made to the Stock Exchange for the listing of the Programme for the 12 months after 19 January 2017 (such that the listing of the Programme from 25 August 2016 to 24 August 2017 is replaced by the listing of the Programme from 19 January 2017 to 18 January 2018) on the Stock Exchange under which debt may be issued to Professional Investors only in accordance with Chapter 37 of the Listing Rules. The listing of the Programme is expected to become effective on 20 January 2017.

REASONS FOR INCREASE OF THE AGGREGATE PRINCIPAL AMOUNT AND EARLY RENEWAL OF THE PROGRAMME

The Company only intends to issue the Bonds under the Programme to exchange for the Private Bonds and therefore there will be no proceeds to the Company upon the issue of the Bonds. Such exchange will be made at the option of the holder of the Private Bonds. The exchange of the Private Bonds for the Bonds will reduce the yield on the Private Bonds. As at the date of this announcement, the Company has issued an aggregate principal amount of unsecured bonds of HK$290 million and HK$570 million due in 2024 and 2031 respectively and an aggregate principal amount of unsecured bonds of HK$80 million and HK$960 million due in 2025 and 2032 respectively and an aggregate principal amount of unsecured bonds of HK$30 million and HK$270 million due in 2026 and 2033 respectively; the Company would like to continue the Programme under which it may issue the Bonds up to the limit (in aggregate with the bonds issued since 25 August 2014) of HK$3.3 billion for a further 12-month period from 19 January 2017 (such that the expiry of the issue period under the Programme is amended from 24 August 2017 to 18 January 2018). Therefore, the Directors are of the view that the increase in the aggregate principal amount and early renewal of the Programme is in the interest of the Company and its shareholders as a whole because it enables the Company to refinance such debt securities at a lower effective yield.

REASONS FOR AMENDMENT TO THE GEARING COVENANT OF THE PROGRAMME

The Company intends to increase its development activity and to partially fund such activity with debt. Prior to the value of this development activity being realised by the Company, the net gearing ratio of the Company may increase. Consequently, the net gearing ratio covenant of the Bonds must increase to accommodate any increase in the net gearing ratio of the Company. The amendment to the net gearing ratio covenant will provide the Company with the flexibility to manage its net gearing ratio covenant in accordance with its development needs. Therefore, the Directors are of the view that the flexibility to change the net gearing ratio covenant is in the interest of the Company and its shareholders as a whole because it provides greater flexibility regarding how the Company funds its development activity.

Since the Company may or may not proceed with drawdowns under the Programme, the timing of drawdown(s) (if any) is uncertain. In addition, as the terms of each drawdown may vary within the parameters set out in the Programme, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Skyfame Realty (Holdings) Limited YU Pan

Chairman

Hong Kong, 19 January 2017

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely Mr. YU Pan (Chairman), Mr. WEN Xiaobing, Mr. JIANG Jing and Mr. WONG Lok; one non-executive director, namely Mr. ZHONG Guoxing and three independent non-executive directors, namely Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong.