Seazen Group Limited — Proxy Solicitation & Information Statement 2017

Sep 22, 2017

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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)

WHITE FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT 10.00 A.M. ON TUESDAY, OCTOBER 17, 2017 (HONG KONG TIME) (OR AT ANY ADJOURNMENT THEREOF)

White form of proxy for use at the extraordinary general meeting (or at any adjournment thereof) (the “ Extraordinary General Meeting ”) of the holders of shares of HK$0.001 each (the “ Shareholders ”) in the share capital of Future Land Development Holdings Limited (the “ Company ”).

I/We [(Note][1)] of being the registered holder(s) of shares [(Note][2)] of HK$0.001 each in the share capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING (Note 3) or of

as my/our proxy to attend and act for me/us and on my/our behalf at the Extraordinary General Meeting (or at any adjournment thereof) of the Shareholders to be held at Function Room – Cherry, Second Floor, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Tuesday, October 17, 2017 at 10:00 a.m. (Hong Kong time) (or as soon thereafter as the meeting of certain holders of the shares of HK$0.001 each in the share capital of the Company convened at the direction of the Grand Court of the Cayman Islands shall have been concluded or adjourned), for the purposes of considering and, if thought fit, passing (with or without modification(s)) the resolutions set out in the notice dated September 22, 2017 convening the Extraordinary General Meeting (the “ Notice ”) and at such Extraordinary General Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the special resolution and the ordinary resolution (either with or without modification(s), as my/our proxy may approve) as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution that may properly come before the Extraordinary General Meeting and/or any adjournment thereof.

		SPECIAL RESOLUTION		FOR (Notes 4 and 9)		AGAINST (Notes 4 and 9)
	1.	To approve the reduction of the issued share capital of the Company by
		cancelling and extinguishing the Scheme Shares (as defined in the Notice) for
		the purpose of giving effect to the Scheme (as defined in the Notice) as more
		particularly set out in the Notice.
		ORDINARY RESOLUTION
	2.	To approve the increase of the share capital of the Company and authorise
		any one of the directors of the Company to do all acts and things considered
		by him to be necessary or desirable in connection with the implementation of
		the Scheme of Arrangement (as defined in the Notice)	and to apply to The
		Stock Exchange of Hong Kong Limited for the withdrawal of the listing of
		the shares of the Company as more particularly set out	in the Notice.

Dated this

day of 2017.

Shareholder’s Signature [(Note][5)] :

Contact Phone Number:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares of HK$0.001 each in the share capital of the Company registered in your name(s) and to which this white form of proxy relates. If no number is inserted, this white form of proxy will be deemed to relate to all of such shares in the share capital of the Company registered in your name(s).

3. Any Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. If any proxy other than the chairman of the Extraordinary General Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or” and insert the name and address of the proxy desired in the space provided. Any Shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Extraordinary General Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS WHITE FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SPECIAL/ORDINARY RESOLUTION, PLEASE (“ ✔ ”) TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE SPECIAL/ORDINARY RESOLUTION, PLEASE (“ ✔ ”) TICK THE BOX MARKED “AGAINST”. Failure to tick either box in relation to the Special Resolution and the Ordinary Resolution will entitle your proxy to cast his vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than that referred to in the Notice convening the Extraordinary General Meeting or abstain.

5. This white form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this white form of proxy together with any power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be completed, signed and 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, Hong Kong, as soon as possible and in any event not later than 10:00 a.m. on Sunday, October 15, 2017, and in default, this white form of proxy shall not be treated as valid. Completion and delivery of this white form of proxy will not preclude you from attending the Extraordinary General Meeting (or any adjournment thereof) and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if you so wish, but in the event of your attending the Extraordinary General Meeting after having lodged this white form of proxy, this white form of proxy will be deemed to have been revoked.

8. The proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.

9. The full text of the resolutions appears in the Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Extraordinary General Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.