Company Prospectus Stock Exchange HKSCC U.S. Securities Act

Transcription

1 Unless otherwise defined in this announcement, terms defined in the prospectus of Future Land Development Holdings Limited (the Company ) dated November 19, 2012 (the Prospectus ) have the same meanings when used in this announcement. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus issued by the Company for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered. The information contained herein does not, and does not intend to, constitute an offer to sell or an invitation or solicitation of an offer to buy or subscribe for the securities of the Company in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or an applicable exemption from the registration requirements of the U.S. Securities Act. No public offering of securities will be made in the United States. In connection with the Global Offering, Haitong International Securities Company Limited, as stabilizing manager, and/or its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the day on which the Shares commence trading on the Stock Exchange which is expected to be on Thursday, November 29, 2012 up to 30 days from the last day for the lodging of applications under the Hong Kong Public Offering, which is expected to be on Saturday, December 22, However, there is no obligation on the Stabilizing Manager and/or its affiliates or any person acting for it to conduct any such stabilizing action. Such stabilization may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Such stabilization, if commenced, will be done at the absolute discretion of the Stabilizing Manager and/or its affiliates or any person acting for it, may be discontinued at any time and must be brought to an end after a limited period. The Stock Borrowing Agreement was not entered into between Wealth Zone Hong Kong Investments Limited and Haitong International Securities Company Limited. The Joint Bookrunners have not exercised, and will not exercise, the Overallotment Option. Prospective investors of the Offer Shares should note that the Joint Bookrunners (on behalf of the Hong Kong Underwriters) may terminate the obligations under the Hong Kong Underwriting Agreement by notice in writing to the Company upon the occurrence of any of the events set out in the section headed Underwriting Underwriting Arrangements and Expenses Hong Kong Public Offering Hong Kong Underwriting Agreement Grounds for Termination in the Prospectus, at any time prior to 8:00 a.m. (Hong Kong time) on the date on which dealings in the Shares first commence on the Stock Exchange (which is currently expected to be on Thursday, November 29, 2012). 1

2 Future Land Development Holdings Limited (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 1,418,000,000 Shares Number of Hong Kong Offer Shares : 35,602,000 Shares Number of International Offer Shares : 1,382,398,000 Shares Offer Price : HK$1.45 per Share plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% Par value : HK$0.001 per Share Stock code : Sole Global Coordinator and Sole Sponsor Joint Bookrunners and Joint Lead Managers 2

3 The Offer Price has been determined at HK$1.45 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%). Based on the Offer Price of HK$1.45 per Share, the net proceeds from the Global Offering to be received by the Company, after deduction of the underwriting commissions and other estimated expenses payable by the Company in the Global Offering and assuming the Over-allotment Option is not exercised, is estimated to be approximately HK$1,895.8 million. A total of 645 valid applications have been received pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and to the White Form eipo Service Provider under the White Form eipo service for a total of 35,602,000 Hong Kong Offer Shares, equivalent to approximately 0.25 times of the total number of 141,800,000 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering. The Hong Kong Public Offering is not fully subscribed. The Offer Shares initially offered under the International Offering have been slightly over-subscribed. There will be 35,602,000 Shares made available for the Hong Kong Public Offering and 1,382,398,000 Shares made available for the International Offering. There are 106,198,000 Shares re-allocated to the International Offering. The final number of Offer Shares under the Hong Kong Public Offering is 35,602,000 Offer Shares, representing approximately 2.51% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). No Shares have been over-allocated to the placees under the International Offering and the Stock Borrowing Agreement was not entered into between Wealth Zone Hong Kong and the Stabilizing Manager. The Joint Bookrunners have not exercised, and will not exercise, the Over-allotment Option. The Offer Price, the indication of the level of interest in the International Offering, the basis of allocation of the Hong Kong Offer Shares and the indication of the level of applications in the Hong Kong Public Offering will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the website of the Company at and the website of the Stock Exchange at on Wednesday, November 28, In relation to the Hong Kong Public Offering, the results of allocations which will include the Hong Kong identity card/passport/hong Kong business registration numbers of successful applicants (where supplied) and the number of Hong Kong Offer Shares successfully applied for under WHITE and YELLOW Application Forms, by White Form eipo service and by giving electronic application instructions to HKSCC via CCASS of the Hong Kong Offer Shares will be available at the times and dates and in the manner specified below: on the website of the Company at and the website of the Stock Exchange at by no later than 9:00 a.m. on Wednesday, November 28, 2012; 3

4 from the designated results of allocations website at on a 24-hour basis from 8:00 a.m. on Wednesday, November 28, 2012 to 12:00 midnight on Tuesday, December 4, Search by I.D. function will be available on the Hong Kong Public Offering results of allocations website at or via a hyperlink from the Company s website at to the Hong Kong Public Offering results of allocations website at The user will be required to key in the Hong Kong identity card/passport/hong Kong business registration number provided in his/her/its application to search for his/her/its own allocation result; from the Company s Hong Kong Public Offering allocation results telephone enquiry line. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Offer Shares allocated to them, if any, by calling between 9:00 a.m. and 10:00 p.m. from Wednesday, November 28, 2012 to Saturday, December 1, 2012; special allocation results booklets setting out the results of allocations will be available for inspection during opening hours of individual branches and subbranches from Wednesday, November 28, 2012 to Friday, November 30, 2012 at all the branches and sub-branches of the receiving bankers of the Company at the addresses set out in the paragraph headed Results of Allocations below. Applicants who have applied for 1,000,000 Hong Kong Offer Shares or above using WHITE Application Forms or through White Form eipo and have indicated on their WHITE Application Forms or their applications under White Form eipo to collect their share certificates in person may collect their share certificates in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong between 9:00 a.m. and 1:00 p.m. on Wednesday, November 28, 2012, or such other date as notified by the Company in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). Share certificates and/or refund cheques (if any) for Hong Kong Offer Shares allotted to applicants using WHITE Application Forms or White Form eipo service which are either not available for personal collection, or which are so available but are not collected in person, are expected to be despatched by ordinary post to those entitled at their own risk on Wednesday, November 28, Share certificates for Hong Kong Offer Shares allotted to applicants using YELLOW Application Forms and those who applied by giving electronic application instructions to HKSCC via CCASS are expected to be issued in the name of HKSCC Nominees and deposited into CCASS for credit to their CCASS Investor Participant stock accounts or their designated CCASS Participant stock accounts on Wednesday, November 28, 2012, or under contingent situation, on any other date as shall be determined by HKSCC Nominees. Refund cheques (if any) for applicants using YELLOW Application Forms which are either not available for personal collection or which are available but are not collected in person are expected to be despatched to their addresses on their Application Forms by ordinary post and at their own risk. 4

5 Refund monies (if any) for applicants giving electronic application instructions to HKSCC via CCASS are expected to be credited to the relevant applicants designated bank accounts or the designated bank accounts of their brokers or custodians on Wednesday, November 28, Applicants who have applied for 1,000,000 Hong Kong Offer Shares or above using WHITE or YELLOW Application Forms and have indicated on their Application Forms that they will collect their refund cheques for surplus application monies for successful applications in person may collect refund cheques in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong between 9:00 a.m. and 1:00 p.m. on Wednesday, November 28, Applicants who apply through the White Form eipo service and paid their application monies through single bank accounts may have refund monies (if any) despatched, on or before Wednesday, November 28, 2012, to the application payment accounts in the form of e-refund payment instructions. Applicants who apply through the White Form eipo service and paid their application monies through multiple bank accounts may have refund monies (if any) despatched, on or before Wednesday, November 28, 2012, to the addresses specified in their application instructions to the White Form eipo Service Provider in the form of refund cheques by ordinary post at their own risk. Pursuant to the cornerstone investment agreements entered into with the Cornerstone Investors as described in the section headed Our Cornerstone Investors of the Prospectus, Golden China Master Fund, Guangdong Finance Investment Co., Ltd. and Axius International Investment Co., Ltd. have agreed to subscribed for 80,206,000 Shares, 137,930,000 Shares and 206,896,000 Shares, respectively. The Cornerstone Investors have in aggregate subscribed for 425,032,000 Shares, which represents approximately 7.50% of the Company s total issued share capital immediately following completion of the Global Offering (assuming the Over-allotment Option is not exercised). Share certificates will only become valid certificates of title at 8:00 a.m. on Thursday, November 29, 2012, provided that (a) the Global Offering has become unconditional in all aspects and (b) the right of termination as described in Underwriting Underwriting Arrangements and Expenses Hong Kong Public Offering Hong Kong Underwriting Agreement Grounds for Termination in the Prospectus has not been exercised. The Company will not issue any temporary documents of title. No receipts will be issued for application monies paid. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, November 29, The Shares will be traded in board lots of 2,000 Shares. 5

6 OFFER PRICE AND USE OF NET PROCEEDS FROM THE GLOBAL OFFERING The Offer Price has been determined at HK$1.45 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%). Based on the Offer Price of HK$1.45 per Share, the net proceeds from the Global Offering to be received by the Company, after deduction of the underwriting commissions and other offering expenses payable by the Company in the Global Offering and assuming the Over-allotment Option is not exercised, is estimated to be approximately HK$1,895.8 million and the Company currently intends to use such net proceeds for the following purposes: approximately 90%, or HK$1,706.2 million, of the net proceeds will be used to increase land reserves by seeking and acquiring suitable land parcels in cities in which the Company is currently operating and target cities in the future, with a primary focus on mixed-use complex projects; and the remaining 10%, or HK$189.6 million, of the net proceeds will be used for general corporate and working capital purposes. APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED The Directors announce that at the close of the application lists at 12:00 noon on Thursday, November 22, 2012, a total of 645 valid applications (including applications on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and to the White Form eipo Service Provider through the White Form eipo service ( have been received pursuant to the Hong Kong Public Offering for a total of 35,602,000 Hong Kong Offer Shares, equivalent to approximately 0.25 times of the total number of 141,800,000 Hong Kong Offer Shares initially available under the Hong Kong Public Offering. Of the 645 valid applications on WHITE and YELLOW Application Forms or to the designated White Form eipo Service Provider through White Form eipo service ( and by electronic application instructions given to HKSCC for a total of 35,602,000 Hong Kong Offer Shares, 644 applications in respect of a total of 25,602,000 Hong Kong Offer Shares were for Hong Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$1.79 per Offer Share (excluding brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% payable) of HK$5 million or less (representing approximately 0.36 times the 70,900,000 Hong Kong Offer Shares initially comprised in Pool A), and 1 application in respect of a total of 10,000,000 Hong Kong Offer Shares was for Hong Kong Offer Shares with an aggregate subscription amount based on the maximum offer price of HK$1.79 per Offer Share (excluding brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% payable) of more than HK$5 million (representing approximately 0.14 times the 70,900,000 Hong Kong Offer Shares initially comprised in Pool B). There were 2 multiple applications or suspected multiple applications. No applications have been rejected due to bounced cheques. 1 application has been rejected due to invalid application which is not completed per instructions of the Application Form. No applications for more than 70,900,000 Offer Shares, being 50% of the Hong Kong Offer Shares initially available under the Hong Kong Public Offering, have been identified. The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis set out in the paragraph headed Basis of Allotment under the Hong Kong Public Offering below. 6

7 The final number of Offer Shares under the Hong Kong Public Offering is 35,602,000 Offer Shares, representing approximately 2.51% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). The Hong Kong Public Offering is not fully subscribed. THE INTERNATIONAL OFFERING The Directors further announce that the Offer Shares initially offered under the International Offering have been slightly over-subscribed. There will be 35,602,000 Shares made available for the Hong Kong Public Offering and 1,382,398,000 Shares made available for the International Offering. There are 106,198,000 Shares re-allocated to the International Offering. In connection with the Global Offering, the Company has granted the Over-allotment Option to the International Purchasers exercisable by the Joint Bookrunners on behalf of the International Purchasers. Pursuant to the Over-allotment Option, the Joint Bookrunners have the right, during the 30-day period from the last date of lodging applications under the Hong Kong Public Offering, to require the Company to issue up to 212,700,000 additional Shares, representing 15% of the initial Offer Shares, at the Offer Price, among other things, to cover over-allocations in the International Offering, if any. No Shares have been over-allocated to the placees under the International Offering and the Stock Borrowing Agreement was not entered into between Wealth Zone Hong Kong and the Stabilizing Manager. The Joint Bookrunners have not exercised, and will not exercise, the Overallotment Option. The Directors confirm that the International Offering is in compliance with the placing guidelines for equity securities as set out in Appendix 6 to the Listing Rules and no placee will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering. As such, the Directors confirm that there will not be any new substantial shareholder immediately after the Global Offering, and the number of Shares in public hands will satisfy the minimum percentage as prescribed by Rule 8.08(1)(a) of the Listing Rules. The Directors further confirm that no Offer Shares have been allocated to applicants who are directors, existing shareholders and connected persons of the Company or their associates within the meanings of the Listing Rules, whether in their own names or through nominees. None of the Sole Sponsor, the Sole Global Coordinator, the Joint Bookrunners, the Underwriters, their respective affiliated companies or the connected clients of the lead broker or of any distributors (as defined in Appendix 6 to the Listing Rules) have taken up any Offer Shares for its own benefit under the Global Offering. The Directors confirm that the Company has complied with the requirement of Rules 8.08(2) and 8.08(3) of the Listing Rules. 7

8 BASIS OF ALLOTMENT UNDER THE HONG KONG PUBLIC OFFERING Valid applications made by the public on WHITE and YELLOW Application Forms and by electronic application instructions given to HKSCC via CCASS and to the White Form eipo Service Provider through the designated White Form eipo service will be conditionally allotted on the basis set out below: NO. OF HONG KONG OFFER SHARES APPLIED FOR NO. OF VALID APPLICATIONS BASIS OF ALLOTMENT/BALLOT APPROXIMATE PERCENTAGE ALLOTTED OF THE TOTAL NO. OF HONG KONG OFFER SHARES APPLIED FOR POOL A 2, ,000 Shares % 4, ,000 Shares % 6, ,000 Shares % 8, ,000 Shares % 10, ,000 Shares % 12, ,000 Shares % 14, ,000 Shares % 16, ,000 Shares % 18, ,000 Shares % 20, ,000 Shares % 30, ,000 Shares % 40, ,000 Shares % 50, ,000 Shares % 60, ,000 Shares % 70, ,000 Shares % 80, ,000 Shares % 90, ,000 Shares % 100, ,000 Shares % 200, ,000 Shares % 300, ,000 Shares % 400, ,000 Shares % 500, ,000 Shares % 600, ,000 Shares % 1,000, ,000,000 Shares % 2,000, ,000,000 Shares % 644 POOL B 10,000, ,000,000 Shares % 1 8

9 The final number of Offer Shares comprised in the Hong Kong Public Offering is 35,602,000 Shares, representing approximately 2.51% of the Offer Shares in the Global Offering (before any exercise of the Over-allotment Option). The final number of Offer Shares comprised in the International Offering is 1,382,398,000 Shares which were allocated in full (subject to the Over-allotment Option), representing approximately 97.49% of the Offer Shares in the Global Offering (before any exercise of the Over-allotment Option). RESULTS OF ALLOCATIONS The results of allocations of Hong Kong Offer Shares in the Hong Kong Public Offering, including applications made on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS and to the White Form eipo Service Provider through the designated White Form eipo service, and the Hong Kong identity card/passport/ Hong Kong business registration numbers of successful applicants (where supplied) will be made available at the times and dates and in the manner specified below: on the website of the Company at and the website of the Stock Exchange at by no later than 9:00 a.m. on Wednesday, November 28, 2012; from the designated results of allocations website at on a 24-hour basis from 8:00 a.m. on Wednesday, November 28, 2012 to 12:00 midnight on Tuesday, December 4, Search by I.D. function will be available on the Hong Kong Public Offering results of allocations website at or via a hyperlink from the Company s website at to the Hong Kong Public Offering results of allocations website at The user will be required to key in the Hong Kong identity card/passport/hong Kong business registration number provided in his/ her/its application to search for his/her/its own allocation result; from the Company s Hong Kong Public Offering allocation results telephone enquiry line. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Offer Shares allocated to them, if any, by calling between 9:00 a.m. and 10:00 p.m. from Wednesday, November 28, 2012 to Saturday, December 1, 2012; special allocation results booklets setting out the results of allocations will be available for inspection during opening hours of individual branches and sub-branches from Wednesday, November 28, 2012 to Friday, November 30, 2012 at all the branches and sub-branches of the receiving bankers of the Company at the addresses set out in the paragraph headed Results of Allocations below. 9

10 (1) any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch: Branch Name Address Hong Kong Island Hong Kong Branch 20 Pedder Street, Central North Point Sub-Branch King s Road, North Point Kowloon Kowloon Sub-Branch G/F., 563 Nathan Road, Kowloon Tsimshatsui Sub-Branch Shop 1-3, G/F., Mody Road, Tsimshatsui New Territories Tsuen Wan Sub-Branch G/F., Shop G9B-G11, Pacific Commercial Plaza, Bo Shek Mansion, 328 Sha Tsui Road, Tsuen Wan Shatin Sub-Branch Shop No.193, Level 3, Lucky Plaza, Shatin (2) any of the following branches of Bank of China (Hong Kong) Limited: Hong Kong Island Branch Name Bank of China Tower Branch Connaught Road Central Branch North Point (King s Centre) Branch Address 3/F, 1 Garden Road, Central Connaught Road Central, Central King s Road, North Point Kowloon Prince Edward Branch 774 Nathan Road, Kowloon Telford Gardens Branch Shop P2 Telford Gardens, Kowloon Bay Shanghai Street (Mong Kok) Shanghai Street, Branch Mong Kok New Territories Ma On Shan Plaza Branch Shop 2103, Level 2, Ma On Shan Plaza, Sheung Shui Branch Securities Services Centre Sai Sha Road, Ma On Shan 136 San Fung Avenue, Sheung Shui Applicants who wish to obtain their results of allocations are encouraged to make use of the Company s Hong Kong Public Offering allocation results enquiry line or to use the Company s designated website at 10

11 Applicants applying through designated CCASS Participants (other than CCASS Investor Participants) can arrange with their designated CCASS Participants to advise them of the number of Offer Shares allocated under their applications. Successful CCASS Investor Participants can check the number of Offer Shares allocated to them via the CCASS Phone System and CCASS Internet System on Wednesday, November 28, 2012 or from the activity statements that will be made available by HKSCC to them showing the number of Hong Kong Offer Shares credited to their CCASS Investor Participant stock accounts. 11

12 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 A645992A A A A A A A B B481184A 2000 C C395089A 2000 C C C C D D E E296079A 2000 E E E E E E E E E G G G G G716931A 2000 H K K K K K P P R V XE114327A 4000 Y Z Z 分配結果 ( 白表 ) Results of Applications (White Form)

13 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 A B D D D D E K 分配結果 ( 黃表 ) Results of Applications (Yellow Form)

14 Identification HKPO Identification HKPO Identification HKPO Identification HKPO Document Shares Document Shares Document Shares Document Shares Number(s) Allocated Number(s) Allocated Number(s) Allocated Number(s) Allocated 證件號碼 證件號碼 證件號碼 證件號碼 獲配發股份 獲配發股份 獲配發股份 獲配發股份 A C D D D D281188E 2000 E E E E849880A E G G G G GS008856B 4000 H446982A IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS K K K297049A 2000 K K W W Z Z Z Z Z 分配結果 ( 黃表 - 電子認購指示 ) Results of Applications (EIPO)

15 DESPATCH/COLLECTION OF SHARE CERTIFICATES Applicants who have applied for 1,000,000 Hong Kong Offer Shares or more using WHITE Application Form or through White Form eipo and have indicated their intention on their Application Forms or in their applications under White Form eipo to collect share certificates in person may collect the share certificates in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, November 28, 2012, or such other date as notified by the Company in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). Applicants being individuals who have opted for personal collection must not authorise any other person to make collection on their behalf. Applicants being corporations that have opted for personal collection must attend by their authorised representatives bearing a letter of authorisation from their corporations stamped with the corporations chops. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. Uncollected share certificate will be despatched by ordinary post and at the applicants own risk to the addresses specified in the WHITE Application Forms or their applications under White Form eipo on Wednesday, November 28, Applicants who have applied for less than 1,000,000 Hong Kong Offer Shares using a WHITE Application Form or through White Form eipo, or applicants who have applied for 1,000,000 Hong Kong Offer Shares or more but have not indicated on their WHITE Application Forms or in their applications under White Form eipo that they will collect their share certificates in person, their share certificates will be despatched by ordinary post and at their own risk to the addresses specified in the WHITE Application Forms or their applications under White Form eipo on Wednesday, November 28, Wholly or partially successful applicants who applied on a YELLOW Application Form or by giving electronic application instructions to HKSCC via CCASS and elected to have allocated Hong Kong Offer Shares deposited directly into CCASS, will have Share certificates issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or their designated CCASS Participant stock accounts as instructed by them in respect of applications which are wholly or partially successful on Wednesday, November 28, 2012, or under contingent situation, on any other date as shall be determined by HKSCC Nominees. Applicants applying through a designated CCASS Participant (other than a CCASS Investor Participant) using YELLOW Application Forms should check the number of the Hong Kong Offer Shares allotted to them with that CCASS Participant. Applicants applying as a CCASS Participant on YELLOW Application Forms or by giving electronic application instructions through HKSCC via CCASS should check and report any discrepancies to HKSCC before 5:00 p.m. on Wednesday, November 28, 2012 or such other date as shall be determined by HKSCC or HKSCC Nominees. 12

16 REFUND OF APPLICATION MONIES Applicants who have applied for 1,000,000 Hong Kong Offer Shares or more using WHITE or YELLOW Application Forms and have indicated their intention on their Application Forms to collect their refund cheques in person may collect refund cheques (if any) in person from Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong from 9:00 a.m. to 1:00 p.m. on Wednesday, November 28, For applicants who have applied for less than 1,000,000 Hong Kong Offer Shares using WHITE or YELLOW Application Forms, or applicants who have applied for 1,000,000 Hong Kong Offer Shares or more using WHITE or YELLOW Application Forms but have not indicated on their Application Forms that they will collect their refund cheques in person, refund cheques will be despatched by ordinary post and at their own risk to the addresses specified in the WHITE or YELLOW Application Forms on Wednesday, November 28, For applicants who have paid the application monies from a single bank account using White Form eipo service, e-refund payment instructions (if any) are expected to be despatched to the application payment accounts on or before Wednesday, November 28, For applicants who have paid the application monies from multi-bank accounts using White Form eipo service, refund cheques (if any) are expected to be despatched by ordinary post to the addresses specified in their application instructions to the White Form eipo Service Provider at their own risk on or before Wednesday, November 28, Refund monies for applicants applying by giving electronic application instructions to HKSCC are expected to be credited to the relevant applicants designated bank accounts or the designated bank accounts of their brokers or custodians on Wednesday, November 28, For applicants applying (whether using YELLOW Application Forms or by giving electronic application instructions to HKSCC) as CCASS Investor Participants, they can also check their new account balance and the amount of refund (if any) payable to them via the CCASS Phone System or the CCASS Internet System at (using the procedures contained in HKSCC s An Operating Guide for Investor Participants in effect from time to time) immediately after the credit of the Offer Shares to their stock accounts on Wednesday, November 28, HKSCC will also make available to such applicants activity statements showing the number of Offer Shares credited to their CCASS Investor Participant stock accounts and (for CCASS Investor Participants applying by giving electronic application instructions to HKSCC) the refund amount credited to their respective designated bank accounts (if any). Applicants applying through designated CCASS Clearing/Custodian Participants by giving electronic application instructions to HKSCC via CCASS may check the refund amount payable to them through their brokers or custodians on Wednesday, November 28,

17 cornerstone Investors Pursuant to the cornerstone investment agreements entered into with the Cornerstone Investors as described in the section headed Our Cornerstone Investors of the Prospectus, the Cornerstone Investors have in aggregate subscribed for 425,032,000 Shares, which represents approximately 7.50% of the Company s total issued share capital immediately following completion of the Global Offering (assuming the Over-allotment Option is not exercised). The number of Shares subscribed by the Cornerstone Investors and related information are set out below: Cornerstone Investor Number of Shares Approximate percentage of total number of Offer Shares (before exercise of the Over-allotment Option) Approximate percentage of interest in the Company s issued share capital immediately following the Global Offering (before exercise of the Over-allotment Option) Golden China Master Fund 80,206, % 1.42% Guangdong Finance Investment Co., Ltd. 137,930, % 2.43% Axius International Investment Co., Ltd. 206,896, % 3.65% 425,032, % 7.50% PUBLIC FLOAT Immediately following completion of the Global Offering and before the exercise of the Overallotment Option, the number of Shares in public hands represents 25.02% of the total issued share capital of the Company. The minimum percentage prescribed by Rule 8.08(1)(a) of the Listing Rules will be satisfied. commencement of dealings in the shares The Shares will be traded in board lots of 2,000 Shares. The stock code of the Shares is Assuming the Global Offering becomes unconditional in all aspects at 8:00 a.m. on Thursday, November 29, 2012, dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, November 29, Share certificates will only become valid certificates of title at 8:00 a.m. on Thursday, November 29, 2012, provided that (a) the Global Offering has become unconditional in all aspects and (b) the right of termination as described in Underwriting Underwriting Arrangements and Expenses Hong Kong Public Offering Hong Kong Underwriting Agreement Grounds for Termination in the Prospectus has not been exercised. 14

18 The Company will not issue any temporary documents of title. No receipts will be issued for application monies paid. Hong Kong, November 28, 2012 By order of the Board Future Land Development Holdings Limited Wang Zhenhua Chairman, Executive Director and Chief Executive Officer As at the date of this announcement, our executive Directors are Mr. Wang Zhenhua, Mr. Min Yuansong, Mr. Liu Yuanman, Mr. Tan Weimin and Madam Huang Maoli; our non-executive Director is Mr. Lv Xiaoping; and our independent non-executive Directors are Mr. Chen Huakang, Madam Nie Meisheng and Mr. Zhu Zengjin. Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese). 15