Seazen Group Limited — M&A Activity 2014

Dec 9, 2014

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

==> 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)

ANNOUNCEMENT ACQUISITION OF 100% ISSUED SHArE CApITAL IN THE TArGET

The Board is pleased to announce that on 9 December 2014, the Share Transfer Agreement was entered into between the Vendors and the Purchaser, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell in aggregate 100% issued share capital in the Target held by them to the Purchaser, at the Consideration of RMB100,000,000.

The Consideration shall be settled by the Purchaser, as to (i) RMB50,000,000 payable upon satisfaction of certain conditions precedent under the Share Transfer Agreement; and (ii) the remaining balance of RMB50,000,000 to be settled within 10 working days upon satisfaction of the remaining conditions precedent under the Share Transfer Agreement.

The Board is pleased to announce that on 9 December 2014, the Share Transfer Agreement was entered into between the Vendors and the Purchaser, pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell in aggregate 100% issued share capital in the Target held by them to the Purchaser, at a total Consideration of RMB100,000,000.

1

THE SHArE TrANSFEr AGrEEMENT

Major terms of the Share Transfer Agreement are set out below:

Date:

• 9 December 2014

parties:

• (1) the Purchaser

• (2) the Vendors

• (3) Zhenjiang Wei Xin

• (4) Ai Te Yuan Ji

• (5) Kunshan Cheng Shang

Assets to be acquired

The Purchaser has conditionally agreed to acquire, and the Vendors have conditionally agreed to sell in aggregate 100% issued share capital in the Target held by them to the Purchaser, at a total Consideration of RMB100,000,000.

Consideration

The Consideration payable by the Purchaser to the Vendors shall be RMB100,000,000 and to be settled in cash by the Purchaser in the following manner:

• (1) RMB50,000,000 payable upon satisfaction of certain conditions precedent pursuant to the Share Transfer Agreement; and

• (2) the remaining balance of RMB50,000,000 to be settled within 10 working days upon satisfaction of the remaining conditions precedent pursuant to the Share Transfer Agreement.

In the event that the aforesaid conditions precedent are not fulfilled within 3 months from the signing date of the Share Transfer Agreement, the Purchaser is entitled to rescind the Share Transfer Agreement.

Completion, Warranties and Indemnities

Completion of the Acquisition shall be subject to certain customary conditions for transactions of similar nature. Immediately after Completion, the Target will become a wholly-owned subsidiary of the Company. The Share Transfer Agreement contains customary terms of representations, warranties and indemnities for transactions of this nature and scale.

2

Capital Increase

Within six months after the Share Transfer Agreement and the cooperation agreement become effective, Zhenjiang Wei Xin has a right to request Changzhou Jing Xu for a capital contribution with a maximum amount of RMB50,000,000. Upon receipt of such request, Changzhou Jing Xu shall be obliged to inject capital in Zhenjiang Wei Xin, and in exchange Changzhou Jing Xu shall hold at a maximum of 5% of the equity interest in Zhenjiang Wei Xin upon completion of the capital increase. If Zhenjiang Wei Xin decided not to request Changzhou Jing Xu for a capital contribution, the Consideration of the Acquisition shall be adjusted with an increase in an amount of RMB11,110,000, which shall be paid by the Purchaser within 10 days upon receipt of a notice from Zhenjiang Wei Xin that it will not proceed with the request for a capital contribution.

Cooperation Agreement

As one of the conditions precedents for the Share Transfer Agreement, Zhenjiang Wei Xin, Ai Te Yuan Ji, Kunshan Cheng Shang and Changzhou Jing Xu shall sign a cooperation agreement, stipulating that Changzhou Jing Xu enjoys an unconditional and exclusive cooperation right with Zhenjiang Wei Xin (including utilization of the patented modular technology provided by Zhenjiang Wei Xin for the purpose of land acquisition) in the 10 cities within the administrative areas, namely Beijing, Tianjin, Shanghai, Nanjing, Suzhou, Jinan, Qingdao, Hangzhou, Nanchang and Zhengzhou, with a term of 3 years as set out in the cooperation agreement.

rEASONS FOr AND BENEFITS OF ENTErING INTO THE ACQUISITION

The Target is a private company incorporated in Hong Kong on 21 March 2006. Currently, the Target is holding 22.222% of Zhenjiang Wei Xin. Zhenjiang Wei Xin possesses the capability of research and development, manufacture, sales and after-sale services for prefabricated houses, and it has the right to use the relevant patent (including but not limited to that for “Modular structures of constructing buildings”), proprietary technology and technology secret. As the Group is principally engaged in real estate development, real estate investment and property management business in the PRC, the Directors are of the view that the Acquisition can enable the Group to utilize the patented technology in its real estate development and therefore create synergy.

IMpLICATIONS UNDEr THE LISTING rULES

The Acquisition will not constitute a notifiable transaction under Chapter 14 of the Listing Rules or a connected transaction under Chapter 14A of the Listing Rules of the Company.

As at the date of this announcement, completion of the Acquisition has not yet been taken place. There is no assurance that completion of the Acquisition will be conducted as contemplated or at all. Shareholders and other investors shall exercise extreme caution when dealing in the shares or other securities of the Company.

3

DEFINITIONS

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

“Acquisition”	the acquisition of entire issued share capital of the Target by
	the Purchaser from the Vendors pursuant to the Share Transfer
	Agreement
“Share Transfer Agreement”	the share transfer agreement dated 9 December 2014 made
	among the Vendors, the Purchaser, Zhenjiang Wei Xin, Ai
	Te Yuan Ji and Kunshan Cheng Shang in relation to the
	Acquisition
“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
“Completion”	completion of the Acquisition pursuant to the Share Transfer
	Agreement
“connected person(s)’’	has the meaning ascribed to it under the Listing Rules
“Consideration”	the sum of RMB100,000,000, being the total consideration for
	the sales of shares (subject to adjustment)
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Hairong Aherne”	Mrs. Hairong Aherne who is one of the Vendors
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Noel Aherne”	Mr. Noel Aherne who is one of the Vendors
“PRC”	the People’s Republic of China, which shall, for the purposes
	of this announcement, exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shares”	ordinary share(s) of HK$0.1 each in the share capital of the
	Company

4

“Shareholder(s)” holder(s) of the Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target” ATL Group Limited (中愛集團有限公司), a limited liability company incorporated in Hong Kong on 21 March 2006

• “Vendor(s)” Noel Aherne and Hairong Aherne, who hold 22.5% and 77.5% of the Target respectively. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors and their ultimate beneficial owners are individuals who are independent third parties of the Company, and not connected persons of the Company, except that they are the controlling shareholders of the Zhenjiang Wei Xin.

• “Purchaser” Hong Kong Jingsheng Development Limited (香港景盛發展 有限公司*), a limited liability company incorporated in Hong Kong on 12 September 2014

• “Zhenjiang Wei Xin” Zhenjiang Wei Xin Guangsha Modular System Ltd* (鎮江威信 廣厦模塊住宅工業有限公司), as an independent third party, a sino-foreign joint venture incorporated in the PRC on 28 May 2012

• “Ai Te Yuan Ji” Ai Te Yuan Ji* (愛特源吉香港有限公司), as an independent third party, a limited liability company incorporated in Hong Kong on 17 September 2010

• “Kunshan Cheng Shang” Kunshan Cheng Shang Building Materials Company* (昆山誠 商建材公司), as an independent third party, a limited liability company established in the PRC

• “Changzhou Jing Xu” Changzhou Jing Xu Advisory Management Company Limited* (常州景旭諮詢管理有限公司), a subsidiary of the Company, a limited liability company established in the PRC

• “%” per cent

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

PRC, 9 December 2014

As at the date of this announcement, the Directors are Mr. Wang Zhenhua, Mr. Liang Zhicheng, Mr. Liu Yuanman and Madam Huang Maoli 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 the name of a Chinese company or entity or vice versa and is provided for identification purpose only.

5