Connected Transaction - Joint Venture Agreement for a Project relating to a Land Parcel at Upper Thomson Road in Singapore

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.Connected Transaction Joint Venture Agreement for a Project relating to a Land Parcel at Upper Thomson Road in Singapore On 15 July 2024 GLS a wholly-owned subsidiary of GuocoLand entered into the JV Agreement with Intrepid and SPB (a joint venture company established to undertake the Project) for the development of the Property according to the agreed joint venture proportion of GLS (60%) and Intrepid (40%).Pursuant to the JV Agreement SPB was established to undertake the Project as the approved developer including among other things for the acquisition of the development of and dealing with the Property. The Property was acquired through a tender at a tender price of S$779555000 (approximately HK$4533112325) accepted by the Urban Redevelopment Authority of Singapore.The total funding contribution of GLS under the JV Agreement is S$178879080 (approximately HK$1040181850) comprising share capital of S$45000000 (approximately HK$261675000) and a shareholder’s loan of S$133879080 (approximately HK$778506850).Intrepid is a wholly-owned subsidiary of HLHL which is in turn a subsidiary of HLIH. As HLIH is a deemed substantial shareholder of the Company Intrepid is an associate of a connected person of the Company as defined under Chapter 14A of the Listing Rules. The Transaction therefore constitutes a connected transaction of the Company. The applicable percentage ratios under the Listing Rules in respect of the total funding commitment of GLS under the JV Agreement exceed 0.1% but are less than 5%. The Transaction is therefore subject only to reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from independent shareholders’ approval requirements therein.INTRODUCTION On 15 July 2024 GLS a wholly-owned subsidiary of GuocoLand entered into the JV Agreement with Intrepid and SPB (a joint venture company established to undertake the Project) for the development of the Property according to the Agreed JV Proportion.Pursuant to the JV Agreement SPB will undertake the Project as the approved developer for the purpose as more particularly set out under the “Purpose of SPB” below. The Property was won through a tender at a tender price of S$779555000 (approximately HK$4533112325) accepted by the Urban Redevelopment Authority of Singapore. The Property is situated at Upper Thomson Road Singapore with a site area of 32023.7 square metres and is close to Springleaf MRT Station on the Thomson-East Coast Line and well-connected to major expressways and roads. It can potentially yield about 940 residential units. 1MAJOR TERMS OF THE JV AGREEMENT Shareholders and : Shareholder Agreed JV Proportion Agreed JV Proportion GLS 60% Intrepid 40% The rights and obligations in the joint venture will be borne by the Shareholders in their respective Agreed JV Proportion above Purpose of SPB : To undertake among other things the completion of the acquisition of the Property implementation and construction of the Project management operation and maintenance of the Property and the Project (including marketing for sale of the residential units) and funding for and dealing with the Property and the Project pursuant to the terms and conditions described in the JV Agreement Board composition : Shareholder No. of directors to be nominated GLS 2 Intrepid 1 Pre-emptive rights : No Shareholder shall transfer shares held by it in SPB or otherwise sell dispose of or deal with such shares except with the prior written approvals or consents of amongst others the board of directors of SPB and unless and until the rights of pre-emption conferred by the terms of the JV Agreement have been exhausted FUNDING COMMITMENT AND FINANCING OF THE PROJECT Pursuant to the JV Agreement the Shareholders undertake to fund the Project by way of subscription to the share capital in and provision of shareholders' loans to SPB in the Agreed JV Proportion. Accordingly the shareholding proportion of GLS and Intrepid in SPB is the same as the Agreed JV Proportion. Further funds and working capital for the Project are expected to be provided by external loans from banks financial institutions or other third parties. In the event that any guarantees or other securities are required for the purpose of external financing for the Project the Shareholders shall provide the necessary guarantees and securities severally according to the Agreed JV Proportion.The aggregate funding contribution from the Shareholders to SPB according to the Agreed JV Proportion pursuant to the JV Agreement is S$298131800 (approximately HK$1733636417) comprising paid-up share capital of S$75000000 (approximately HK$436125000) and loans of S$223131800 (approximately HK$1297511417). The total funding contribution of GLS is S$178879080 (approximately HK$1040181850) comprising share capital of S$45000000 (approximately HK$261675000) and a loan of S$133879080 (approximately HK$778506850).An external banking facility for an aggregate amount of up to S$847100000 (approximately HK$4925886500) has been arranged to finance part of the acquisition cost of the Property and future construction costs and working capital of the Project. The Shareholders have not given any guarantee in connection with the aforesaid external banking facility.The terms of the JV Agreement and the funding commitment were determined after arm’s length negotiations among the Shareholders based on normal commercial terms. 2RATIONALE FOR THE TRANSACTION GuocoLand Group engages in property development and investment business with embedded operations in Singapore China and Malaysia. The Transaction is in the ordinary and usual course of business of GuocoLand Group.HLHL is a well-established property development and investment company in Singapore. The formation of the joint venture with Intrepid allows GLS to participate in the Project with a lower capital commitment and enables GuocoLand Group to reserve capital for other investment opportunities.The Board (including the independent non-executive directors) considers that the terms of the JV Agreement are on normal commercial terms and not less favourable than the terms of other joint ventures with independent property developers and are fair and reasonable and in the interests of the Company and its shareholders as a whole.LISTING RULES IMPLICATIONS Intrepid is a wholly-owned subsidiary of HLHL which is in turn a subsidiary of HLIH. As HLIH is a deemed substantial shareholder of the Company Intrepid is an associate of a connected person of the Company as defined under Chapter 14A of the Listing Rules. The Transaction therefore constitutes a connected transaction of the Company. The Transaction is entered into on a separate basis from and is independent of other joint venture projects between GuocoLand Group and the HLIH group of companies. The applicable percentage ratios under the Listing Rules in respect of the total funding commitment of GLS under the JV Agreement exceed 0.1% but are less than 5%. The Transaction is therefore only subject to reporting and announcement requirements under Chapter 14A of the Listing Rules but is exempt from independent shareholders’ approval requirements therein.Mr. KWEK Leng Hai and Mr. KWEK Leng San directors of the Company are also shareholders of HLHL. While they are not considered as having a material interest in the Transaction they voluntarily elected to abstain from voting on the relevant board resolutions in relation to the approval of the Transaction.INFORMATION ON THE COMPANY GLS AND INTREPID The Company is an investment holding and management company. Its subsidiaries and associated companies are primarily involved in principal investment property development and investment hospitality and leisure operations and financial services located in Hong Kong China Singapore Malaysia the United Kingdom and Australasia.GLS is a wholly-owned subsidiary of GuocoLand which is in turn a subsidiary of the Company.GLS is a property development and investment holding company in Singapore.Intrepid is a wholly-owned subsidiary of HLHL which is in turn a subsidiary of HLIH. HLHL is primarily an investment holding company in Singapore. 3DEFINITIONS “Agreed JV Proportion” in relation to GLS and Intrepid the following agreed shareholding proportion in SPB: Shareholder Agreed JV Proportion GLS 60% Intrepid 40% “Board” the board of directors of the Company “Company” Guoco Group Limited a company incorporated in Bermuda with limited liability the shares of which are listed on the HK Stock Exchange (Stock Code: 53) “GLS” GuocoLand (Singapore) Pte. Ltd. a company incorporated in Singapore with limited liability and a wholly-owned subsidiary of GuocoLand “GuocoLand” GuocoLand Limited a company incorporated in Singapore with limited liability and a subsidiary of the Company listed on SGX-ST in which the Company owns 66.8% of the issued share capital “GuocoLand Group” GuocoLand and its subsidiaries from time to time “HK$” Hong Kong dollars the lawful currency of the Hong Kong Special Administrative Region “HLHL” Hong Leong Holdings Limited a company incorporated in Singapore with limited liability and a subsidiary of HLIH “HLIH” Hong Leong Investment Holdings Pte. Ltd. a company incorporated in Singapore with limited liability and a deemed substantial shareholder of the Company “Intrepid” Intrepid Investments Pte. Ltd. a company incorporated in Singapore with limited liability and a wholly-owned subsidiary of HLHL “JV Agreement” the joint venture agreement dated 15 July 2024 entered into among the Parties relating to the Project 4“Listing Rules” the Rules Governing the Listing of Securities on the HK Stock Exchange “Party(ies)” a/the party(ies) to the JV Agreement being GLS Intrepid and SPB “Project” the acquisition development and dealing of the Property as more particularly set out under the “Purpose of SPB” above “Property” all that parcel of land known as Lot 2072L of Mukim 14 and situated at Upper Thomson Road Singapore “S$” Singapore dollars the lawful currency of Singapore “SGX-ST” Singapore Exchange Securities Trading Limited “Shareholders” GLS and Intrepid and any other person holding shares in the capital of SPB and “Shareholder” means any one of them “Singapore” Republic of Singapore “SPB” Springleaf Parcel B Pte. Ltd. a company incorporated in Singapore with limited liability the joint venture project company under the JV Agreement “HK Stock Exchange” The Stock Exchange of Hong Kong Limited “Transaction” the entering into of the JV Agreement by the Parties and the transactions contemplated thereunder “%” per cent.Note: Sums of S$ in this announcement have been translated into HK$ at the exchange rate of S$1:HK$5.815 for reference only.By Order of the Board Stella Lo Sze Man Company Secretary Hong Kong 15 July 2024 As at the date of this announcement the Board comprises Mr. KWEK Leng Hai as Executive Chairman; Mr.Christian K. NOTHHAFT as CEO & Executive Director; Mr. KWEK Leng San as Non-executive Director; Mr.David M. NORMAN Mr. Lester G. HUANG SBS JP and Mr. Paul J. BROUGH as Independent Non- executive Directors. 5