Seazen Group Limited — Proxy Solicitation & Information Statement 2016

Mar 29, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Future Land Development Holdings Limited , you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Future Land Development Holdings Limited to be held at 10:00 a.m. on Wednesday, 18 May 2016 at Ballroom C, Level 5, Island Shangri-la Hotel, Pacific Palace, Supreme Court Road, Central, Hong Kong is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish.

30 March 2016

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Letter **	from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-Election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – DETAILS OF DIRECTORS PROPOSED FOR
	RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . .		12
APPENDIX III – NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . .		17

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

• “Annual General Meeting”

• the annual general meeting of the Company to be held at 10:00 a.m. on Wednesday, 18 May 2016 at Ballroom C, Level 5, Island Shangri-la Hotel, Pacific Palace, Supreme Court Road, Central, Hong Kong, or any adjournment thereof and notice of which is set out on pages 17 to 22 of this circular

• “Articles of Association”

• the articles of association of the Company conditionally adopted by special resolution of the Shareholders on 6 November 2012, and as amended, supplemented or otherwise modified from time to time

• “Board” the board of Directors

• “Chairman Wang”

• Mr. Wang Zhenhua (王振華), the founder, a Director and a controlling shareholder

• “Companies Law”

• the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Company”

• Future Land Development Holdings Limited (新城發展控 股有限公司), an exempted company incorporated on 23 April 2010 with limited liability under the laws of the Cayman Islands, with its Shares listed on the Main Board of the Stock Exchange

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the Shares not exceeding 20 per cent of the number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• 17 March 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Memorandum” the memorandum of association of the Company conditionally adopted by special resolution of the Shareholders on 6 November 2012, and as amended, supplemented or otherwise modified from time to time

• “PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region

• “Pre-IPO Share Award Scheme” the share incentive scheme adopted by the written resolutions of the Shareholders passed on 12 September 2011

• “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

• “RMB” Renminbi, the lawful currency of the PRC

• “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

• “Share(s)” ordinary share(s) in the share capital of the Company with a par value of HK$0.001 each

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time

• “%” or “per cent” per cent

– 2 –

DEFINITIONS

In this circular, the terms “associate”, “connected person”, “controlling shareholder”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

– 3 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. WANG Zhenhua (Chairman) Mr. LV Xiaoping (Chief Executive Officer) Mr. LU Zhongming Mr. LIU Yuanman Mr. CHAN Wai Kin

Registered office: Floor 4, Willow House Cricket Square P.O. Box 2804 Grand Cayman KY1-1112 Cayman Islands

Non-executive Director: Mr. WANG Xiaosong

Independent Non-executive Directors: Mr. CHEN Huakang Mr. ZHU Zengjin Mr. ZHONG Wei

Principal place of business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay, Hong Kong

30 March 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and (b) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 5(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued shares of the Company comprised 5,658,000,000 Shares. Subject to the passing of the ordinary resolution no. 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 1,131,600,000 Shares.

In addition, subject to a separate approval of the ordinary resolution no. 5(C), the number of Shares repurchased by the Company under ordinary resolution no. 5(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in the ordinary resolution no. 5(A) provided that such additional amount shall not exceed 10 per cent of the number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares of the Company pursuant to the Issue Mandate.

The Issue Mandate will continue to be in force from the passing of the said resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

The Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

The Company has no current intention of exercising the Repurchase Mandate.

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LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.3 of the Articles of Association, Mr LU Zhongming shall retire from office as a Director and being eligible, has offered himself for re-election as a Director at the Annual General Meeting.

In accordance with article 16.18 of the Articles of Association, Mr. WANG Zhenhua, Mr. LV Xiaoping and Mr. WANG Xiaosong shall retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 17 to 22 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to the granting to the Directors of the Issue Mandate and the Repurchase Mandate and the approval for the re-election of the retiring Directors.

6. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 13.6 of the Articles of Association.

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LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

8. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate and approving the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

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

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

1. EXECUTIVE DIRECTORS

WANG Zhenhua (王振華) , or Chairman WANG, aged 53, was appointed as our chairman and executive Director in July 2010. Chairman Wang began engaging in property development business in China in 1993. Chairman Wang founded the business of the Group and has been the chairman of the board of directors of Future Land Holdings Co., Ltd. (“ Future Land Holdings ”) since 1996. In 2001, Chairman Wang became chairman of the board of directors of Jiangsu Future Land Co., Ltd. (“ Jiangsu Future Land ”), a subsidiary of the Company that engages principally in residential property development and the B-shares of which were formerly listed on the Shanghai Stock Exchange (Stock Code: 900950). In December 2015, Future Land Holdings absorbed and merged Jiangsu Future Land by way of share swap and was listed on the Shanghai Stock Exchange (Stock Code: 601155). In 2008, he founded Future Land Wanbo Property Co., Ltd. (“ Future Land Wanbo ”), which focuses on the development of mixed-use complex project. Chairman WANG graduated from Jiangsu Broadcast and Television University (江蘇廣播電視大學) with a diploma in mechanical engineering in August 1983, and from Cheung Kong Graduate School of Business (長江商學院) with an EMBA degree in July 2005. Chairman WANG currently serves as an executive committee member of the All-China Federation of Industry and Commerce (中華全國工商業聯合會), vice-president of China Real Estate Chamber of Commerce (中華全國工商業聯合會房地產商會) and as president of Shanghai Real Estate Chamber of Commerce. Chairman Wang was named “National Model Worker” by the State Council in 2010 and was appointed as a representative of Jiangsu Province for the National People’s Congress of the PRC in January 2013.

As at the Latest Practicable Date, Chairman Wang was deemed to be interested in 4,105,450,000 within the meaning of Part XV of the SFO, representing a total of approximately 72.56% of the issued Shares of the Company. These Shares were held by Wealth Zone Hong Kong Investments Limited, which is wholly owned by Chairman WANG.

Chairman WANG has entered into a service agreement with the Company on 6 November 2014 for a term of two years commencing from 6 November 2014 and may be terminated in accordance with the respective terms of the service agreement. He is not entitled to any service fees other than discretionary bonus as may be determined by the Board based on his performance.

LV Xiaoping (呂小平) , aged 54, was appointed as our executive Director and chief executive officer in January 2016. Mr. LV was appointed as our non-executive Director for a period from 6 November 2012 to 7 January 2016. Mr. LV joined the Group in 2001. Mr. LV served as the vice president of Future Land Holdings between September 2001 and August 2004, the general manager of Future Land Holdings between 30 March 2015 and 15 December 2015. From August 2004 to January 2013, Mr. LV had been a director and the president of Jiangsu Future Land (Stock Code: 900950), principally responsible for the overall management of our residential property development business carried out by Jiangsu Future Land. Since

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

February 2013, Mr. LV has been the vice chairman of Jiangsu Future Land. Mr. LV graduated from Naval University of Engineering with a bachelor’s degree in engineering in 1983. Mr. LV later graduated from China European International Business School with an MBA degree in 2007. Prior to joining the Group, Mr. LV worked in Changchai Company Limited, a company listed on the Shenzhen Stock Exchange (Stock Code: 000570) between 1987 and 2001 and served as the secretary to the board of directors and head of investment of the company, where he was responsible for business development and investment strategies.

As at the Latest Practicable Date, Mr. LV was deemed to be interested in 3,000,000 underlying Shares within the meaning of Part XV of the SFO, representing a total of approximately 0.05% of the issued Shares of the Company. Mr. LV is interested in these Shares by virtue of the interest in the share award granted to him under the Pre-IPO Share Award Scheme and these Shares are currently held by Dynasty Snow (Pte) Ltd. (“Dynasty Snow”) on trust for the benefit of the grantees under the Pre-IPO Share Award Scheme. Mr. LV also holds 9,000,000 Shares in his own name, representing approximately 0.16% of the issued Shares of the Company.

Mr. Lv has entered into an appointment letter with the Company on 7 January 2016 for a term of three years commencing from 7 January 2016 and may be terminated in accordance with the terms of the appointment letter. He is entitled to emoluments of RMB4.5 million which was recommended by the remuneration committee of the Board with reference to his experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board.

LU Zhongming (陸忠明) , aged 43, was appointed as our executive Director and a member of nomination committee of the Company in January 2016. He is the chief financial officer of the Company, overseeing the accounting and finance functions of the Group. Mr. LU joined the Group in 2001 after Jiangsu Future Land acquired its listing status on the Shanghai Stock Exchange and became the finance general manager of Jiangsu Future Land in 2002. Mr. Lu has been a director of Jiangsu Future Land and a vice president of Future Land Wanbo since 2010. He served as vice president of Future Land Holdings between 2011 and December 2014. He became a vice president of the Company in January 2015. Mr. LU completed his accounting study from Nanjing Institute of Finance & Economics (南京財經學院) in 1999, and obtained a degree of master of business administration from Tongji University (同濟大學) in 2013. Prior to joining the Group, Mr. LU served as deputy head of finance and audit department of Jiangsu Wuling (acquired by Future Land Holdings in our B-Share restructuring in 2001) between 1998 and 2001.

As at the Latest Practicable Date, Mr. LU was deemed to be interested in 1,250,000 underlying Shares within the meaning of Part XV of the SFO, representing a total of approximately 0.02% of the issued Shares of the Company. Mr. Lu is interested in these Shares by virtue of the interest in the share award granted to him under the Pre-IPO Share Award Scheme and these Shares are currently held by Dynasty Snow on trust for the benefit of the grantees under the Pre-IPO Share Award Scheme. Mr. LU also hold 3,750,000 Shares in his own name, representing approximately 0.07% of the issued Shares of the Company.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Lu has entered into an appointment letter with the Company on 7 January 2016 for a term of three years commencing from 7 January 2016 and may be terminated in accordance with the terms of the appointment letter. He is entitled to emoluments of RMB3.0 million which was recommended by the remuneration committee of the Board with reference to his experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board.

WANG Xiaosong (王曉松) , aged 28, was appointed as our non-executive Director in October 2013. Mr. WANG is the son of Chairman WANG. Mr. WANG joined Jiangsu Future Land in 2009 as civil engineer and subsequently as project manager. Between November 2011 and January 2013, Mr. WANG became the vice president and general manager of the marketing department of Jiangsu Future Land where he was responsible for and gained valuable experience in sales and market research. Mr. WANG has served as a director of Jiangsu Future Land since April 2013. In February 2013, Mr. WANG was appointed as president of Jiangsu Future Land, and has been responsible for its general management; and on 14 December 2015, he was appointed as the general manager of Future Land Holdings. In addition, since March 2015, Mr. WANG has been a director of Future Land Holdings. Mr. WANG graduated from Nanjing University (南京大學) with a bachelor’s degree in Environmental Sciences in 2009.

As at the Latest Practicable Date, Mr. WANG is the sole shareholder of Dynasty Snow, which holds approximately 0.30% of the issued Shares of the Company. Dynasty Snow’s board of directors comprises Chairman Wang, the Chairman of the Company, and Ms. YANG Ziqian ( 楊子倩 ), an independent third party. Dynasty Snow, whose registered office is situated in the British Virgin Islands, is the registered holder of 16,800,000 Shares. Mr. WANG is also interested in 2,000,000 Shares out of the aforementioned 16,800,000 Shares held by Dynasty Snow, by virtue of his interest in the share award granted to him under the Pre-IPO Share Award Scheme. In addition, Mr. WANG is the beneficial owner of 6,000,000 Shares.

Mr. WANG has entered into an appointment letter with the Company on 18 October 2015 for a term of three years commencing from 18 October 2015 and may be terminated in accordance with the terms of the appointment letter. He is entitled to emoluments of RMB4.5 million which was recommended by the remuneration committee of the Board with reference to his experience, duties and responsibilities to the Company and the prevailing market conditions and determined by the Board.

Save as disclosed herein and as at the Latest Practicable Date, each of the above Directors did not have, and was not deemed to have any interests or short positions in any Shares, underlying Shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above and immediately preceding the Latest Practicable Date, each of the above Directors has not held any directorships in other listed public companies during the past three years, does not hold any other position with the Company or other members of the Group and does not have any other relationships with any of the other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, there are no other matters concerning each of the Directors that need to be brought to the attention of the Shareholders in connection with his/her election/re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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

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EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

• (i) the shares proposed to be repurchased by a company must be fully paid-up;

• (ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and

• (iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. ISSUED SHARE

As at the Latest Practicable Date, the issued Shares comprised 5,658,000,000 Shares of nominal value of HK$0.001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 565,800,000 Shares which represent 10% of the issued Shares, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

3. REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

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EXPLANATORY STATEMENT

APPENDIX II

Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company’s Shares are repurchased in the manner provided for in the Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2015, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Chairman Wang was deemed to be interested in 4,105,450,000 Shares within the meaning of Part XV of the SFO, representing approximately 72.56% of the issued Shares. The 4,105,450,000 Shares were held by Wealth Zone Hong Kong Investments Limited, which is wholly owned by Chairman Wang. In the event that the Directors should exercise in full the Repurchase Mandate, Chairman Wang interests will be increased to approximately 80.62% of the issued shares of the Company. On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. As the exercise of the Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued shares of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued Shares of the Company:

		Number of	Approximate
Name of substantial	Capacity/Nature of	Ordinary	percentage of
shareholder	interest	Shares held	issued Shares
			%
Chairman Wang (note 2)	Founder of a	4,105,450,000 (L)	72.56
	discretionary trust
Standard Chartered Trust	Trustee	4,105,450,000 (L)	72.56
(Singapore) Limited
(note 2)
SCTS Capital Pte. Ltd.	Nominee	4,105,450,000 (L)	72.56
(note 2)
Infinity Fortune	Interest in a controlled	4,105,450,000 (L)	72.56
Development Limited	corporation
(note 2)
First Priority Group	Interest in a controlled	4,105,450,000 (L)	72.56
Limited (note 2)	corporation
Wealth Zone Hong Kong	Beneficial owner	4,105,450,000 (L)	72.56
Investments Limited
(note 3)

Notes:

• (1) The letter “L” denotes the long position in Shares.

• (2) Standard Chartered Trust (Singapore) Limited, as trustee of Hua Sheng Trust, which was established by Chairman Wang as settlor in favour of his family members, held 100% of the issued shares of Infinity Fortune Development Limited through its nominee SCTS Capital Pte. Ltd., which in turn held 100% of the issued shares of First Priority Group Limited.

• (3) Wealth Zone Hong Kong Investments Limited is held as to 100% of its issued shares by First Priority Group Limited.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX II

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association.

7. SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had repurchased a total of 10,000,000 Shares on the Stock Exchange pursuant to the general mandate to repurchase Shares granted by the Shareholders at the annual general meeting held on 21 May 2015, details of which were as follows:

	Total number	Highest	Lowest
Date of the Shares	of Shares	price paid	price paid	Aggregate
repurchase	repurchased	per Share	per Share	consideration
		(HK$)	(HK$)	(HK$)
23 October 2015	1,242,000	1.24	1.20	1,517,560
22 October 2015	1,448,000	1.21	1.15	1,730,440
5 October 2015	1,804,000	1.10	1.07	1,938,700
2 October 2015	2,452,000	1.10	1.05	2,639,320
30 September 2015	3,054,000	1.00	0.98	3,049,740

As at the Latest Practicable Date, all the Shares repurchased by the Company have been cancelled.

Save as disclosed above, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Share during the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX II

8. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

Month	Highest Price	Lowest Price
	HK$	HK$
2015
March	1.04	0.82
April	1.48	0.98
May	1.87	1.31
June	1.85	1.30
July	1.46	0.80
August	1.28	0.93
September	1.04	0.88
October	1.26	1.02
November	1.33	1.09
December	1.50	1.21
2016
January	1.34	0.86
February	1.04	0.87
March (up to the Latest Practicable Date)	1.11	0.93

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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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)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Meeting ”) of Future Land Development Holdings Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 18 May 2016 at Ballroom C, Level 5, Island Shangri-la Hotel, Pacific Palace, Supreme Court Road, Central, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2015.

2. To declare a final dividend for the year ended 31 December 2015.

3. (a) To re-elect the following retiring directors of the Company (the “ Directors ”):

   • (i) Mr. WANG Zhenhua, executive Director

   • (ii) Mr. LV Xiaoping, executive Director

   • (iii) Mr. LU Zhongming, executive Director

   • (iv) Mr. WANG Xiaosong, non-executive Director

4. (b) To authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

5. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

2. (A) “ That :

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (iv) for the purpose of this resolution:

• (a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “Rights Issue” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That :

• (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;

• (iii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iv) subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (v) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

extended amount shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution.”

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

Hong Kong, 30 March 2016

Registered office: Principal place of business Floor 4, Willow House in Hong Kong: Cricket Square 36/F, Tower Two P.O. Box 2804 Times Square Grand Cayman KY1-1112 1 Matheson Street Cayman Islands Causeway Bay, Hong Kong

Notes:

• (i) Ordinary resolution numbered 5(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.

• (ii) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.

• (iii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iv) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (v) The transfer books and register of members of the Company will be closed from Friday, 13 May 2016 to Wednesday, 18 May 2016, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 12 May 2016.

Subject to the approval of shareholders at the Annual General Meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Thursday, 26 May 2016. The transfer books and register of members of the Company will be closed from Tuesday, 24 May 2016 to Thursday, 26 May 2016, both days inclusive, during which period no transfers of shares of the Company will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 23 May 2016.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (vi) In respect of ordinary resolution numbered 3 above, Mr. WANG Zhenhua, Mr. LV Xiaoping, Mr. LU Zhongming and Mr. WANG Xiaosong shall retire at the Meeting and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 30 March 2016.

• (vii) In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

• (viii) In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 30 March 2016.

– 22 –