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Seazen Group Limited Capital/Financing Update 2015

Jul 23, 2015

49637_rns_2015-07-23_5fa6c30c-7915-4fde-9ca2-a8fa79698909.pdf

Capital/Financing Update

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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.

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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)

OVERSEAS REGULATORY ANNOUNCEMENT INSIDE INFORMATION FURTHER INFORMATION ON RESTRUCTURING

This announcement is made by Future Land Development Holdings Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 and Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the inside information announcements published by the Company on 10 and 26 May 2015 in relation to the restructuring of the Group and various overseas regulatory announcements published by the Company since then. Jiangsu Future Land Co., Ltd.* (江蘇新城 地產股份有限公司) (“ Jiangsu Future Land ”) is the Company’s subsidiary with its B shares listed on the Shanghai Stock Exchange (“ SSE ”) (stock code: 900950) since 2001. Future Land Holdings Co., Ltd.* (新城控股集團股份有限公司) (“ Future Land Holdings ”) is a wholly-owned subsidiary of the Company and is currently directly holding 58.86% of Jiangsu Future Land. The Company is contemplating a proposal for restructuring (the “ Restructuring ”), pursuant to which Future Land Holdings will issue A shares to all shareholders of Jiangsu Future Land (other than Future Land Holdings) (the “ Issuance ”) and will absorb and merge Jiangsu Future Land by way of share swap (the “ Merger ”, and the Issuance and the Merger collectively are referred to as the “ Absorption and Merger through Share Swap ”).

Jiangsu Future Land made an announcement headlined “Announcement on the Review over the Company’s Significant Asset Restructuring by the Review Panel under China Securities Regulatory Commission and Suspension of Trading of Jiangsu Future Land Co., Ltd.” (“關於中國證監會併購重 組委審核公司重大資產重組事項暨公司股票停牌公告”) (the “ B-share Announcement ”) informing the investors of Jiangsu Future Land about the progress of the regulatory approval concerning the Restructuring and the Absorption and Merger through Share Swap, and the suspension of trading of Jiangsu Future Land’s shares. The announcement was published in Chinese on the website of the SSE (www.sse.com.cn) on 23 July 2015, which was attached below for reference.

It should be noted that there is a clerical error in the B-share Announcement, and the reference to “23 July 2014” mentioned in the last paragraph of the B-share Announcement should be read as “23 July 2015”. Jiangsu Future Land intends to issue a separate announcement to clarify this error.

1

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9:00 a.m. on 23 July 2015 pending the release of this announcement. The Company has applied to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on Friday, 24 July 2015.

This announcement is made by the order of the Board. The Board collectively and individually accepts responsibility for the accuracy of this announcement.

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

Hong Kong, 23 July 2015

As at the date of this announcement, our Directors 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. Zhong Wei and Mr. Zhu Zengjin as independent non-executive Directors.

2

Securities Code: 900950 Abbreviation of Securities: Xincheng B Share No.: 2015-081 Bonds Code: 122310 Abbreviation of Bonds: 13 Jiangsu Xincheng

ANNOUNCEMENT ON

THE REVIEW OVER THE COMPANY’S SIGNIFICANT ASSET RESTRUCTURING BY THE REIVEW PANEL UNDER CHINA SECURITIES REGULATORY COMMISSION AND SUSPENSION OF TRADING OF JIANGSU FUTURE LAND CO., LTD.*

The Board of Directors of the Company and all of its directors guarantee that the contents contained in this announcement are free from any false records, misleading statements or material omissions, and will assume joint and several liabilities for the truthfulness, accuracy and completeness of the contents in this announcement.

Jiangsu Future Land Co., Ltd.* (江苏新城地产股份有限公司) (hereinafter referred to as the “Company”) received a notice issued by China Securities Regulatory Commission, whereby the Acquisition and Restructuring Review Panel for Listing Companies (hereinafter referred to as the “Review Panel”) under China Securities Regulatory Commission will recently convene a review meeting in relation to the review work over the Absorption and Merger of the Company through Share Swap by Future Land Holdings Co., Ltd.* (新城控股集团股份有限公司).

According to the relevant requirements, trading in the Shares of the Company was suspended with effect from 23 July 2014, pending further announcement by the Company regarding the review results by the Review Panel on this significant asset restructuring. The Company will announce the review results of the Review Panel in a timely manner. Investors are advised to pay attention to investment risks.

Board of Directors of Jiangsu Future Land Co., Ltd.*

24 July 2015

  • Denotes English translation of the name of a Chinese company or entity or vice versa and is provided for identification purpose only.