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Seazen Group Limited Capital/Financing Update 2021

Jul 30, 2021

49637_rns_2021-07-30_609d1367-726d-4b00-af31-eda2ea5b8e8c.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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong or elsewhere.

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SEAZEN GROUP 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

This announcement is made by Seazen Group Limited (the “ Company ”) pursuant to Rule 13.10B of the Listing Rules.

Seazen Holdings Co., Ltd* (新城控股集團股份有限公司) (“ Seazen Holdings ”) is a subsidiary of the Company with its A shares listed on the Shanghai Stock Exchange (the “ SSE ”) (stock code: 601155).

On 30 July 2021, Seazen Holdings published an announcement headlined “Seazen Holdings Co., Ltd. Announcement in relation to Proposed Establishment and Listing of a Trust Fund (新城控股 集團股份有限公司關於籌劃設立信託基金並上市的公告)” (the “ Announcement ”) on the website of the SSE (www.sse.com.cn ). A copy of the Announcement is attached to this announcement.

By order of the Board Seazen Group Limited Wang Xiaosong Chairman

PRC, 30 July 2021

As at the date of this announcement, the Directors are Mr. Lv Xiaoping and Mr. Lu Zhongming as executive Directors, Mr. Wang Xiaosong, Mr. Qu Dejun and Mr. Zhang Shengman as non-executive Directors, and Mr. Chen Huakang, Mr. Zhu Zengjin and Mr. Zhong Wei as independent non-executive Directors.

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

Stock Code: 601155 Stock Short Name: Seazen Holdings No.: 2021-044

SEAZEN HOLDINGS CO., LTD. ANNOUNCEMENT IN RELATION TO PROPOSED ESTABLISHMENT AND LISTING OF A TRUST FUND

The board of directors and all directors of the Company guarantee that there are no false representation, misleading statement or material omission in this announcement, and jointly and severally accept responsibility for the truthfulness, accuracy and completeness of the contents disclosed herein.

I. Overview

Seazen Holdings Co., Ltd. (hereinafter referred to as the “Company”) is proposing to establish a trust fund in Singapore, with the 9 commercial properties primarily located in the Yangtze River Delta region and some second-tier capital cities and indirectly held through its overseas controlled subsidiaries as underlying assets. Application will be made for the issuance of the trust shares to relevant investors for the listing on the main board of the Singapore Exchange (hereinafter referred to as the "Issue"). Upon completion of the Issue, the Company is expected to indirectly hold 51%-55% of the trust shares of the abovementioned trust fund.

According to preliminary assessment, the Issue falls within the approval authority of the management of the Company and does not constitute a related party transaction, nor does it constitute a major asset restructuring under the “Measures for Administration of

Major Asset Restructuring of Listed Companies”, therefore, it does not need to be submitted to the board of directors and general meeting of the Company for consideration and approval.

The Issue constitutes a spin-off of Seazen Group Limited (a company listed on the Stock Exchange of Hong Kong Limited, stock code: HK.1030) (hereinafter referred to as "Seazen Group"), an indirect controlling shareholder of the Company, under the relevant rules of the Stock Exchange of Hong Kong Limited. An application has been made by Seazen Group to the Stock Exchange of Hong Kong Limited for the proposed spin-off in accordance with relevant regulations, and the Stock Exchange of Hong Kong Limited granted the approval of the spin-off application on 30 July 2021.

Subsequently, Seazen Asset Management Pte. Ltd., an indirectly controlled subsidiary established by the Company in Singapore, will act as the manager of the proposed trust fund, and it is expected the listing application form will be submitted to the Singapore Exchange Securities Trading Limited on or before 1 August 2021 for the approval of the listing of the trust fund on the main board of the Singapore Exchange Securities Trading Limited.

II. Effect on the Listed Company

  1. The Issue is an exploratory attempt for the Company on opening up the whole process of the development of the Company's commercial real estates, which is beneficial to the Company on expanding its financing platform and investor base and optimize its structure of assets and liabilities. In addition, it facilitates the Company on enhancing the capacity in the development and operation of commercial real estates, and to achieve the long-term sustainable development of the Company.

  2. The underlying assets of the trust fund proposed to establish at this time include only 9 commercial properties owned by the Company. As the fund is relative small in scale and the Company is expected to indirectly hold 51%-55% of the trust shares upon the completion of the Issuance, it is expected that it will not materially affect the financial condition and operating results of the Company.

III. Risk Warning

The Company has not signed any relevant transaction contract in respect of the Issue as of today. The Issue is subject to the approval of the Monetary Authority of Singapore and the Singapore Stock Exchange Securities Trading Limited and its successful implementation will also be affected by combined factors such as the market condition and policy environment, so there is significant uncertainty.

The Company will continue to pay attention to the subsequent progress and effect of the Issue and timely perform its information disclosure obligation in strict compliance with the relevant requirements of the Shanghai Stock Exchange and other regulators. Investors are advised to pay attention to investment risks.

Announcement is hereby made.

The Board of Directors Seazen Holdings Co., Ltd.

31 July 2021