(1) Very Substantial Acquisition: Acquisition of 80% of the Issued Share Capital of Zhangqiu Zhengda Tianyuan Property Development Limited; (2) Major Transaction: Provision of Financial Assistance to the Target Company; and (3) Resumption of Trading

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Sansheng Holdings (Group) Co. Ltd.

三 盛 控 股（ 集 團 ）有 限 公 司

(formerly known as ''Lifestyle Properties Development Limited利福地產發展有限公司'')

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2183)

1. VERY SUBSTANTIAL ACQUISITION: ACQUISITION OF 80% OF THE ISSUED SHARE CAPITAL OF

   ZHANGQIU ZHENGDA TIANYUAN PROPERTY DEVELOPMENT LIMITED;

2. MAJOR TRANSACTION: PROVISION OF FINANCIAL ASSISTANCE TO THE TARGET COMPANY;

   AND

3. RESUMPTION OF TRADING

THE AGREEMENT

On 23 August 2017 (after trading hours), the Purchaser (a direct wholly-owned subsidiary of the Company) and the Vendor entered into the Agreement, pursuant to which the Purchaser conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the Sale Shares, representing 80% of the issued share capital of the Target Company for the Consideration up to RMB86,400,000 (equivalent to approximately HK$101,088,000), subject to the adjustment.

The Purchaser also conditionally agreed to provide to the Target Company the Loans of a total of RMB688,000,000 (equivalent to approximately HK$804,960,000) as the Purchaser's proportionate contribution to the funding of the Land to be acquired by the Target Company according to its shareholding in the Target Company upon Completion. The Loans include (i) the Entrusted Loan in the principal amount of RMB400,000,000 (equivalent to approximately HK$468,000,000); and (ii) the Other Loan in the principal amount of RMB288,000,000 (equivalent to HK$336,960,000).

LISTING RULES IMPLICATIONS

As one of the percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition exceeds 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and therefore is subject to the requirements of reporting, announcement and Shareholders' approval under the Listing Rules.

The EGM will be convened and held for the purpose of considering and, if thought fit, approving the resolution(s) in respect of the Agreement and the transactions contemplated thereunder. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and is required to abstain from voting on the relevant resolution(s) to be proposed at the EGM.

The provision of the Loans also constitutes a major transaction for the Company under the Listing Rule, which requires reporting, announcement and Shareholders' approval. The Company intends to obtain written Shareholders' approval from Mega Regal Limited, the controlling Shareholders holding 74.66% of the issued share capital of the Company as at the date of this announcement.

A circular containing, among others, (i) the details of the Agreement; (ii) the financial information of the Group; (iii) the financial information of the Target Company; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the valuation report of the Target Company; (vi) the notice convening the EGM; and (vii) other information as required under the Listing Rules, is expected to be despatched on or before 25 September 2017 after taking into account the estimated time required for the Company to prepare relevant information for inclusion in the circular.

TRADING HALT AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9:00 a.m. on 24 August 2017 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 28 August 2017.

INTRODUCTION

The Board is pleased to announce that on 23 August 2017 (after trading hours), the Purchaser (a direct wholly-owned subsidiary of the Company) and the Vendor entered into the Agreement, pursuant to which the Purchaser conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the Sale Shares, representing 80% of the issued share capital of the Target Company for the Consideration up to RMB86,400,000 (equivalent to approximately HK$101,088,000), subject to the adjustment.

The Purchaser also conditionally agreed to provide to the Target Company the Loans of a total of RMB688,000,000 (equivalent to approximately HK$804,960,000) as the Purchaser's proportionate contribution to the funding of the Land to be acquired by the Target Company according to its shareholding in the Target Company upon Completion. The Loans include

(i) the Entrusted Loan in the principal amount of RMB400,000,000 (equivalent to approximately HK$468,000,000); and (ii) the Other Loan in the principal amount of RMB288,000,000 (equivalent to HK$336,960,000).

Principal terms of the Agreement are set out below:

THE AGREEMENT

Date:

23 August 2017

Parties:

Purchaser : Fuzhou Shangsheng Development Limited* (福州上盛投資有限公司), a direct wholly-owned subsidiary of the Company;

Vendor : Mr. Zheng Huangong, who holds 100% of the issued share capital of the Target Company;

To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, the Vendor is a third party independent of the Company and its connected persons.

Subject matter

Pursuant to the Agreement, the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the Sale Shares, being 80% of the issued share capital of the Target Company.

Further information on the Target Company is set out in the section headed ''Information on the Target Company'' below.

Consideration

Pursuant to the Agreement, the Consideration of RMB86,400,000 (equivalent to approximately HK$101,088,000) was determined after arm's length negotiation by the parties to the Agreement based on 80% of the sum of (i) the registered capital of the Target Company of RMB18,000,000 (equivalent to approximately HK$21,060,000); and (ii) the estimated retained earnings of the Target Company of RMB90,000,000 (equivalent to approximately HK$105,300,000) recorded after all the residential units of the Projects are sold and the relevant tax expenses thereof are fully settled (the ''Retained Earnings''). The Consideration is therefore subject to the adjustment that in the event the actual Retained Earnings are lower than RMB90,000,000, the Consideration shall be reduced on a dollar-to- dollar basis.

The Consideration up to RMB86,400,000 (equivalent to approximately HK$101,088,000) shall be payable to the Vendor in cash by the Purchaser as follows:

1. as to RMB14,000,000 (equivalent to approximately HK$16,380,000) payable within a day upon Completion; and

2. as to RMB72,400,000 (equivalent to approximately HK$84,708,000) (subject to adjustment as mentioned above) payable within five Business Days immediately after the Retained Earnings are ascertained.

The Loans

In June 2017, the Target Company won a bid for the Land in an auction held by Jinan Bureau of Land and Resource* (濟南市章丘區國土資源局) for a consideration of

RMB822,130,000 (equivalent to approximately HK$961,892,100) and has paid part of the consideration of RMB434,130,000 (equivalent to approximately HK$507,932,100) by way of the shareholders' loan provided by the Vendor (the ''Shareholders Loans'') and other external financing. With a view to satisfying the balance consideration of the Land and the relevant tax expenses of approximately RMB40,000,000 (equivalent to approximately HK$46,800,000) and given the Purchaser shall be responsible for the proportionate funding for the Land according to its shareholding in the Target Company, the Purchaser agreed under the Agreement to provide to the Target Company (i) the Entrusted Loan in the principal amount of RMB400,000,000 (equivalent to approximately HK$468,000,000) within five Business Days upon signing of Agreement for satisfying the balance consideration of the Land; and (ii) the Other Loan in the principal amount of RMB288,000,000 (equivalent to approximately HK$336,960,000) for the repayment of the Shareholders Loans immediately after the Target Company obtained the certificate of the land use rights of the Land (in the event that the Target Company is unable to obtain external financing). Details of the Land and the Projects of the Target Company are set out in the section ''Information on the Target Company'' below.

The provision of the Entrusted Loan will be subject to (i) the relevant company chop and business licence of the Target Company having been jointly kept by the Purchaser and the Vendor; (ii) the Vendor having provided guarantee for the Entrusted Loan in favor of the Purchaser; and (iii) the Vendor having pledged its entire equity interest in the Target Company in favour of the Purchaser as security for the Entrusted Loan. In addition, within three days after the provision of the Entrusted Loan, the Vendor shall provide additional security including (i) a pledge on the properties of the Target Company valued at not less than RMB200,000,000 (equivalent to approximately HK$234,000,000) (the ''Properties Pledge''); and (ii) a pledge on the Land within three Business Days of obtaining the certificate of land use rights of the Land (the ''Land Pledge''), in favour of the Purchaser. The Properties Pledge can be released within five days upon Completion and the Land Pledge will only be released upon full repayment of the Entrusted Loan. If the Acquisition does not proceed, the Target Company shall repay the Entrusted Loan with interest of 15% per annum.