Seazen Group Limited — Capital/Financing Update 2017

Feb 9, 2017

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 does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

==> picture [37 x 22] intentionally omitted <==

==> picture [32 x 14] intentionally omitted <==

==> picture [71 x 38] intentionally omitted <==

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)

PROPOSED ISSUANCE OF SENIOR NOTES

The Company proposes to issue U.S. dollar denominated senior notes. The Notes will be guaranteed by the Subsidiary Guarantors. Deutsche Bank AG, Singapore Branch, Haitong International Securities Company Limited, J.P. Morgan Securities plc, Merrill Lynch International and The Hongkong and Shanghai Banking Corporation Limited will be the joint global coordinators and joint bookrunners for the Proposed Notes Issue. As at the date hereof, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. The Company currently intends to use the net proceeds of the Notes to repay certain of its existing indebtedness and for general corporate purposes. The Company may adjust its development plans in response to future events and developments, such as changes in general market conditions, the outlook for the industry and the demand for the Company’s properties, and thus, may reallocate the net proceeds from the Proposed Notes Issue to other uses depending on practical considerations.

Completion of the Proposed Notes Issue is subject to market conditions and investors’ interest.

The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. Accordingly, the Notes are being offered and sold by the Initial Purchasers only outside the United States in compliance with Regulation S under the Securities Act (“ Regulation S ”).

Approval in-principle has been received for the listing and quotation of the Notes on the SGXST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement. The approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been sought in Hong Kong or on any other securities exchange.

1

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the time of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE PROPOSED NOTES ISSUE

Introduction

The Company proposes to issue U.S. dollar denominated senior notes. Deutsche Bank AG, Singapore Branch, Haitong International Securities Company Limited, J.P. Morgan Securities plc, Merrill Lynch International and The Hongkong and Shanghai Banking Corporation Limited will be the joint global coordinators and joint bookrunners for the Proposed Notes Issue. The Notes, if issued, will be repayable at maturity, unless earlier redeemed or repurchased pursuant to their terms. As at the date hereof, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. Upon finalization of the terms of the Notes, Deutsche Bank AG, Singapore Branch, Haitong International Securities Company Limited, J.P. Morgan Securities plc, Merrill Lynch International and The Hongkong and Shanghai Banking Corporation Limited and the Company, among others, expect to enter into the Purchase Agreement, pursuant to which Deutsche Bank AG, Singapore Branch, Haitong International Securities Company Limited, J.P. Morgan Securities plc, Merrill Lynch International and The Hongkong and Shanghai Banking Corporation Limited will be the Initial Purchasers of the Notes. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

Completion of the Proposed Notes Issue is subject to market conditions and investors’ interest.

The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. Accordingly, the Notes are being offered and sold by the Initial Purchasers only outside the United States in compliance with Regulation S.

The Company currently intends to use the net proceeds of the Notes to repay certain of its existing indebtedness and for general corporate purposes. The Company may adjust its development plans in response to future events and developments, such as changes in general market conditions, the outlook for the industry and the demand for the Company’s properties, and thus, may reallocate the net proceeds from the Proposed Notes Issue to other uses depending on practical considerations.

Listing

Approval in-principle has been received for the listing and quotation of the Notes on the SGXST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement. The approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been sought in Hong Kong or on any other securities exchange.

2

GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the time of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

UPDATED INFORMATION ABOUT THE GROUP

Since June 30, 2016, the Company had repaid RMB6,177.3 million bank borrowings and had incurred additional bank borrowings in the amount of RMB5,925.0 million, up to September 30, 2016.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Future Land Development Holdings Limited (新城發展控股有
	限公司), a company incorporated under the laws of the Cayman
	Islands with limited liability and whose shares are listed on the
	Stock Exchange, and its subsidiaries
“Directors”	the directors of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Initial Purchasers”	Deutsche Bank AG, Singapore Branch, Haitong International
	Securities Company Limited, J.P. Morgan Securities plc, Merrill
	Lynch International and The Hongkong and Shanghai Banking
	Corporation Limited
“JV Subsidiary Guarantees”	a limited-recourse guarantee provided by a subsidiary of the
	Company in certain circumstances
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Notes”	the senior notes to be issued by the Company
“Proposed Notes Issue”	the proposed issue of the Notes by the Company
“Purchase Agreement”	the agreement proposed to be entered into between, among others,
	the Company and Initial Purchasers in relation to the Proposed
	Notes Issue

3

“Securities Act”

the United States Securities Act of 1933, as amended

“SGX-ST” Singapore Exchange Securities Trading Limited “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary Guarantors” certain of the Company’s existing subsidiaries guaranteeing the Notes “Subsidiary Guarantees” the guarantees provided by the Subsidiary Guarantors “U.S.” or “United States” the United States of America, its territories and possessions and all areas subject to its jurisdiction

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

Hong Kong, February 9, 2017

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.

4