Seazen Group Limited — Capital/Financing Update 2015

Aug 20, 2015

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 any securities of the Company.

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Future Land Development Holdings Limited 新城發展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1030)

DISCLOSEABLE TRANSACTION ACQUISITION OF TARGET LAND PARCELS

TARGET LAND PARCELS AND CONFIRMATION LETTERS

The Board is pleased to announce that on August 19, 2015, the Group, through the Purchaser, won the bids for the land use rights in respect of the Target Land Parcels at RMB780,000,000, through the listing-for-sale processes of the Target Land Parcels as evidenced by the Confirmation Letters. According to listing-for-sales processes and relevant documents, after completion of the grant of the Target Land Parcels, the Purchaser shall establish and own a commercial area of not less than 72,000 sq.m. in the Target Land Parcel No. R/B2015-32.

The Target Land Parcels have a total site area of approximately 129,521 sq.m. with a total planned GFA of not more than 634,039 sq.m.. As disclosed in this announcement, the Target Land Parcels No. R/B2015-32 and No. R/B2015-33 are located at the east side of Fuhao Avenue, west side of Chengchang Avenue, north side of South Ring Road; east side of Fuhao Avenue, west side of Chengchang Avenue, north side of Planning Road, South New District, Shengzhou, Shaoxing, Zhejiang, the PRC* ( 中國浙江省紹興市嵊州市城南新區，富豪路以 東，澄昌路以西，環城南路以北；富豪路以東，澄昌路以西，規劃道路以北 ), respectively. The Board believes that the Target Land Parcels are well placed with huge development potential, and their consideration are fair and reasonable.

IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio in respect of the acquisition of the Target Land Parcels is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the announcement requirement but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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TARGET LAND PARCELS AND CONFIRMATION LETTERS

The Board is pleased to announce that on August 19, 2015, the Group, through the Purchaser, won the bids for the land use rights in respect of the Target Land Parcels at RMB780,000,000, through the listing-for-sale processes of the Target Land Parcels as evidenced by the Confirmation Letters. According to listing-for-sales processes and relevant documents, after completion of the grant of the Target Land Parcels, the Purchaser shall establish and own a commercial area of not less than 72,000 sq.m. in the Target Land Parcel No. R/B2015-32.

The Target Land Parcels have a total site area of approximately 129,521 sq.m. with a total planned GFA of not more than 634,039 sq.m. As disclosed in this announcement, the Target Land Parcels No. R/B2015-32 and No. R/B2015-33 are located at the east side of Fuhao Avenue, west side of Chengchang Avenue, north side of South Ring Road; east side of Fuhao Avenue, west side of Chengchang Avenue, north side of Planning Road, South New District, Shengzhou, Shaoxing, Zhejiang, the PRC* ( 中國浙江省紹興市嵊州市城南新區，富豪路以東，澄昌路以西，環城南 路以北；富豪路以東，澄昌路以西，規劃道路以北) , respectively. The Board believes that the Target Land Parcels are well placed with huge development potential, and their consideration are fair and reasonable.

THE LAND USE RIGHTS GRANT CONTRACT

The Purchaser is expected to enter into Land Use Rights Grant Contracts (國有建設用地使用權出 讓合同) with the Vendor before November 18, 2015 after signing of the Confirmation Letters.

Consideration and Payment Terms of the Target Land Parcels

The consideration for the acquisition of the land use rights of the Target Land Parcels is RMB780,000,000 with RMB333,000,000 and RMB447,000,000 for the Target Land Parcels No. R/B2015-32 and No. R/B2015-33 respectively, which was arrived at after a public listing-for-sale process organized and held by Zhejiang Shengzhou Municipal Bureau of State Land and Resources (浙江省嵊州市國土資源局). In determining the bidding prices for the Target Land Parcels, the Group has taken into account various factors including the market value of comparable land located in the vicinity of the Target Land Parcels, the current property market environment in Shengzhou, the development potential of the Target Land Parcels and the potential revenue to be generated. The Purchaser will satisfy the consideration by internal resources of the Group.

Term of the Land Use Rights of the Target Land Parcels

The term of the land use rights shall be 70 years for residential use and 40 years for commercial use commencing from the delivery of the Target Land Parcels to the Purchaser.

REASONS FOR AND BENEFITS OF ENTERING INTO THE ACQUISITION

The principal activities of the Group are property development, property investment and property management. In view of the development needs and future plans of the Group, the Target Land Parcels are well placed with huge development potential, and their considerations are fair and reasonable. The Directors consider that the Acquisition of the Target Land Parcels is in line with the overall development strategy of the Group, and has positive influence on the long-term development of the Company. The Directors consider that the terms of the Land Use Rights Grant Contracts to be entered into are on normal commercial terms and that such terms are fair and reasonable and in the interests of the Company and Shareholders as a whole.

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INFORMATION ON THE PURCHASER, THE VENDOR AND THE GROUP

The Purchaser

The Purchaser is a company incorporated under Hong Kong laws with limited liability to acquire the Target Land Parcels and a subsidiary of the Company.

The Vendor

The Vendor is a governmental body in the PRC and is responsible for, among other things, administering the examination and approval of land planning, assignment and transfer of the land use rights of the State-owned land in Shengzhou, Shaoxing, Zhejiang, the PRC, and issue of different land certificates. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

The Group

The principal activities of the Group are property development, property investment and property management in the PRC.

IMPLICATIONS UNDER THE LISTING RULES

As the highest applicable percentage ratio for the acquisition of the Target Land Parcels is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the announcement requirement but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless otherwise defined, the following expressions in this announcement have the following meanings:

• “Acquisition” the acquisition of the land use rights of the Target Land Parcels pursuant to the Land Use Rights Grant Contracts

• “Board” the board of Directors of the Company

• “Company” Future Land Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange

• “Confirmation Letters” the confirmation letters dated August 19, 2015 issued by Zhejiang Shengzhou Municipal Bureau of State Land and Resources in respect of the Target Land Parcels

• “connected person(s)” has the meaning ascribed to it under the Listing Rules

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“Directors”	the directors of the Company
“GFA”	gross floor areas
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Land Use Rights	the land use rights grant contracts (國有建設用地使用權出讓合同) to
Grant Contracts”	be entered into between the Vendor and the Purchaser in respect of the
	Target Land Parcels
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“PRC”	the People’s Republic of China, for the purposes of this announcement,
	excluding Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan
“Purchaser”	Hong Kong Xisheng Development Limited (香港禧盛發展有限公司),
	a company incorporated in Hong Kong with limited liability and a
	subsidiary of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“Shares”	ordinary share(s) with a par value of HK$0.001 each in the issued share
	capital of the Company
“Shareholder(s)”	holder(s) of the Shares of the Company
“sq.m.”	square metres
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Land Parcels”	the land parcels No. R/B2015-32 and No. R/B2015-33, located at the
	east side of Fuhao Avenue, west side of Chengchang Avenue, north
	side of South Ring Road; east side of Fuhao Avenue, west side of
	Chengchang Avenue, north side of Planning Road, South New District,
	Shengzhou, Shaoxing, Zhejiang, the PRC* (中國浙江省紹興市嵊州
	市城南新區，富豪路以東，澄昌路以西，環城南路以北；富豪路以
	東，澄昌路以西，規劃道路以北)*, respectively

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“Vendor”

Zhejiang Shengzhou Municipal Bureau of State Land and Resources* (浙江省嵊州市國土資源局)

“%”

per cent

By order of the Board Future Land Development Holdings Limited WANG Zhenhua Chairman

The PRC, 20 August 2015

As at the date of this announcement, Directors of the Company are Mr. Wang Zhenhua, Mr. Liang Zhicheng, Mr. Liu Yuanman and Mr. Chan Wai Kin as executive Directors, Mr. Lv Xiaoping and Mr. Wang Xiaosong as non-executive Directors, and Mr. Chen Huakang, Mr. Zhu Zengjin and Mr. Zhong Wei as independent non-executive Directors.

• Denotes English translation of a Chinese company or entity or address or vice versa and is provide for identification purpose only.

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