Seazen Group Limited — Capital/Financing Update 2016

Feb 2, 2016

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)

VOLUNTARY ANNOUNCEMENT

THE JOINT DEVELOPMENT OF A RESIDENTIAL SITE IN SHANGHAI, THE PRC WITH ZHONGYIN ESTATE AND SHIBEI HI-TECH

This is a voluntary announcement made by the Company.

The Board is pleased to announce that Shanghai Future Land Wanjia, an indirect subsidiary of the Company, entered into the Agreement with Zhongyin Estate and Shibei Xiangteng, pursuant to which each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will invest RMB120 million, RMB90 million and RMB90 million, respectively, as the new registered capital of the Project Company, in relation to the joint development of the Site located in Qingpu District, Shanghai, the PRC.

After Capital Injection, the registered capital of the Project Company will be RMB300 million and each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will hold as to 40%, 30% and 30% of the registered capital of the Project Company, respectively.

Each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will make their respective total investment amount of RMB272.8 million, RMB204.6 million and RMB204.6 million for land-transferring fees in the Project Company.

INFORMATION OF THE AGREEMENT

Shanghai Future Land Wanjia, an indirect subsidiary of the Company, entered into the Agreement with Zhongyin Estate and Shibei Xiangteng, pursuant to which each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will invest RMB120 million, RMB90 million and RMB90 million, respectively, as the new registered capital of the Project Company, in relation to the joint development of the Site located in Qingpu District, Shanghai, the PRC.

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Parties

• (i) Zhongyin Estate;

• (ii) Shanghai Future Land Wanjia; and

• (iii) Shibei Xiangteng.

Shareholding in the Project Company

After Capital Injection, the registered capital of the Project Company will be RMB300 million and each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will hold as to 40%, 30% and 30% of the registered capital of the Project Company, respectively, with their respective total investment amount of RMB272.8 million, RMB204.6 million and RMB204.6 million for land-transferring fees in the Project Company.

Board Composition of the Project Company

The board of directors of the Project Company will consist of seven directors. Each of Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will appoint three, two and two directors, respectively in the Project Company. The directors’ resolutions of the Project Company will be approved by a simple majority of the board of directors duly attending the meeting, save for the significant matters of the Project Company that will require the consent and approval of all the directors of the Project Company unanimously. The significant matters of the Project Company considered by the shareholders’ meeting of the Project Company will require the consent and approval of two thirds of the shareholders of the Project Company.

Profit and loss sharing

Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng will be entitled to share the profit or bear the loss of the Project Company in proportion to their respective equity interest in the Project Company.

INFORMATION OF THE SITE

Site name: site 03-04, West to Shengli Road, Yingpu Street, Qingpu District, Shanghai, the PRC (中國上海市青浦區盈浦街道勝 利路西側03-04地塊)

Joint development site number: No. 201511101 Site location: The site, with its east side to Shengli Road, south side to Heqiaocun Road, west side to Dianhu Road and north side to Shangda River, Qingpu District, Shanghai, the PRC (中國 上海市青浦區東至勝利路，南至賀橋村路，西至澱湖路， 北至上達河)

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Total site area:

20,893.7 sq.m.

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Building floor area ratio:

Land use: residential

INFORMATION OF ZHONGYIN ESTATE AND SHIBEI XIANGTENG

Both of Zhongyin Estate and Shibei Xiangteng are companies incorporated with limited liability in the PRC and principally engaged in the development and investment of real estate in the PRC.

To be best of the Directors’ knowledge, information and belief, all reasonable enquiries having been made, Zhongyin Estate and Shibei Xiangteng and their respective ultimate beneficial owner(s) are Independent Third Parties.

REASONS FOR AND BENEFIT OF THE AGREEMENT

The Group is principally engaged in the property development, property investment and property management businesses in the PRC. It has been the strategy of the Group to cooperate with renowned property developers for the development of particular project so as to achieve synergy benefits and diversify its financial exposure. This joint development project will expand the room for external cooperation of the Group, diversify the risk of project investment, enhance the integrated strategy and increase economic benefit of the Group.

The Directors consider that the Agreement has been entered into on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context requires otherwise:

“Agreement” an agreement entered into among Zhongyin Estate, Shanghai Future Land Wanjia and Shibei Xiangteng in relation to the Capital Injection and the joint development of the Site located in Qingpu District, Shanghai, the PRC

“Board” the board of Directors of the Company “Capital Injection” capital injection by Zhongyin Estate and Shibei Xiangteng of RMB120 million and RMB90 million, respectively, as enlarged registered capital of the Project 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

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“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Independent Third	an individual(s) or a company(ies) who or which is (are) independent of
Party(ies)”	and not connected with (within the meaning of the Listing Rules) and
	Directors, chief executive or substantial shareholders, or the Company,
	its subsidiaries or any of their respective associate(s)
“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
“Project Company”	a company incorporated by Shanghai Future Land Wanjia with limited
	liability in the PRC for the development of the Site with initial
	registered capital of RMB10 million as investment from Shanghai
	Future Land Wanjia
“RMB”	Renminbi, the lawful currency of the PRC
“Shanghai Future	Shanghai Future Land Wanjia Real Estate Co., Ltd.* (上海新城萬嘉房
Land Wanjia”	地產有限公司), an indirect subsidiary of the Company established in
	the PRC on 19 March 2003
“Shareholder(s)”	the shareholder(s) of the Company
“Shibei Hi-tech”	Shanghai Shibei Hi-tech Co., Ltd.* (上海市北高新股份有限公司),
	a joint stock company incorporated in the PRC with limited liability,
	whose shares are listed on the Shanghai Stock Exchange (stock code:
	600604 for its A shares and 900902 for its B shares)
“Shibei Xiangteng”	Shanghai Shibei Xiangteng Investment Co., Ltd.* (上海市北祥騰投資
	有限公司), a company incorporated with limited liability in the PRC on
	15 August 2014 with the registered capital of RMB500 million and a
	subsidiary of Shibei Hi-tech
“Site”	site 03-04, West to Shengli Road, Yingpu Street, Qingpu District,
	Shanghai, the PRC (中國上海市青浦區盈浦街道勝利路西側03-04地
	塊), with its east side to Shengli Road, south side to Heqiaocun Road,
	west side to Dianhu Road and north side to Shangda River, Qingpu
	District, Shanghai, the PRC (中國上海市青浦區東至勝利路，南至賀
	橋村路，西至澱湖路，北至上達河)
“sq.m.”	square metre(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Zhongyin Estate”

Zhongyin (Shanghai) Estate Investment Co., Ltd.* (中垠（上海）房地 產投資有限公司), a company incorporated with limited liability in the PRC on 21 October 2014 with the registered capital of RMB200 million and a subsidiary of Yankuang Group Co., Ltd.* (兗礦集團有限 公司)

“%”

per cent.

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

PRC, 2 February 2016

As at the date of this announcement, the Directors are Mr. Wang Zhenhua, Mr. Lv Xiaoping, Mr. Lu Zhongming, Mr. Liu Yuanman and Mr. Chan Wai Kin as executive Directors, Mr. Wang Xiaosong as non-executive Director, 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 vice versa and is provide for identification purpose only.

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