(1) Very Substantial Acquisition: Acquisition of 90% of the Issued Share Capital of Hong Kong Zhong Sheng Property Investment Limited and (2) 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.

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 90% OF THE ISSUED SHARE CAPITAL OF

   HONG KONG ZHONG SHENG PROPERTY INVESTMENT LIMITED AND

2. RESUMPTION OF TRADING

THE AGREEMENT

The Board is pleased to announce that on 16 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 90% of the issued share capital of the Target Company for the Consideration of RMB549,400,000 (equivalent to approximately HK$642,798,000). The Purchaser also conditionally agreed to procure the Lender (a wholly-owned subsidiary of the Purchaser) to provide to the NewCo (a wholly-owned subsidiary to be established in the PRC by the Target Company) the Loan in the principal amount of RMB890,600,000 (equivalent to approximately HK$1,042,002,000). The Loan shall be solely used for satisfying the consideration of the ProjectCo Acquisition.

The Total Commitment (being the aggregate amount of the Consideration and the Loan) will be financed by the internal resources of the Company and the revolving facility to be provided by Mr. Lin Rongbin, the controlling Shareholder and an executive Director.

Upon Completion, the Target Company will become a subsidiary of the Company, and the financial statements of the Target Group will be consolidated into the financial statements of the Group.

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 reporting, announcement and Shareholders' approval requirements.

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.

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 Group; (iv) the unaudited pro forma financial information of the Enlarged Group; (v) the valuation report on the Land; (vi) the notice of the EGM; and (vii) other information as required under the Listing Rules is expected to be despatched on or before 22 September 2017 after taking into account the estimated time required for the Company to prepare relevant information for inclusion in the circular.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9: 00 a.m. on 17 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 18 August 2017.

INTRODUCTION

The Board is pleased to announce that on 16 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 90% of the issued share capital of the Target Company for the Consideration of RMB549,400,000 (equivalent to approximately HK$642,798,000). The Purchaser also conditionally agreed to procure the Lender (a wholly-owned subsidiary of the Purchaser) to provide to the NewCo (a wholly- owned subsidiary to be established in the PRC by the Target Company) the Loan in the principal amount of RMB890,600,000 (equivalent to approximately HK$1,042,002,000). Principal terms of the Agreement are set out below.

THE AGREEMENT

Date:

16 August 2017

Parties:

Purchaser : Sansheng Land Development Limited* (三盛置地發展有限公司), a direct wholly-owned subsidiary of the Company;

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

Vendor's Guarantor

Purchaser's Guarantor

: Mr. Wang Yan Ping, the father of Mr. Wang Peng, who guarantees the performance of the Vendor's obligations under the Agreement; and

: Mr. Lin Rongbin, the controlling Shareholder and an executive Director, who guarantees the performance of the Purchaser's obligations under the Agreement.

To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, each of the Vendor and the Vendor's Guarantor are third parties 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 90% of the issued share capital of the Target Company.

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

Consideration

Pursuant to the Agreement, the Consideration of RMB549,400,000 (equivalent to approximately HK$642,798,000) shall be payable to the Vendor in cash by the Purchaser as follows:

1. as to RMB40,000,000 (or converted into HK$ or US$ equivalents according to the Agreed Exchange Rate) payable upon Completion;

2. as to RMB30,000,000 (or converted into HK$ or US$ equivalents according to the Agreed Exchange Rate) payable within five business days after the Land is delivered to the Purchaser with the Land levelled and the electricity, water supply and road connected (which are required to be done under the Agreement within 60 Business Days after all conditions precedent are fulfilled);

3. as to RMB200,000,000 (or converted into HK$ or US$ equivalents according to the Agreed Exchange Rate) payable within 45 calendar days upon Completion; and

4. the balance of the Consideration of approximately RMB279,400,000 (or converted into HK$ or US$ equivalents according to the Agreed Exchange Rate) together with an annual interest of 12% accrued from the 46th calendar day of Completion (the ''Interest'') payable within 90 calendar days upon Completion.

Other commitment

Pursuant to the Agreement, the Purchaser also agreed to procure the Lender (a wholly- owned subsidiary of the Purchaser) to provide to the NewCo (a wholly-owned subsidiary to be established by the Target Company upon Completion) the Loan of RMB890,600,000 (equivalent to approximately HK$1,042,002,000) within two Business Days upon signing of the definitive agreement for the ProjectCo Acquisition. The Loan shall be solely used for satisfying the consideration of the ProjectCo Acquisition. Information of the NewCo and the ProjectCo are set out in the section headed ''Information on the Target Group''.

Should the amount of the Loan be insufficient to satisfy the consideration of the ProjectCo Acquisition in full, the shortage shall be contributed by the Vendor. The Vendor also agreed to procure the Target Company to pledge the 100% equity interest in the NewCo and the 100% equity interest in the ProjectCo in favor of the Lender as security of the Loan.

Basis of the Consideration

The Total Commitment (being the aggregate amount of the Consideration and the Loan) of RMB1,440,000,000 (equivalent to approximately HK$1,684,800,000) was determined after arms' length negotiation of the parties to the Agreement by reference to (i) the estimated gross floor area of the residential and commercial projects of approximately 490,000 sqm to be built on the Land according to allowed plot ratio and other development specifications of the Land as required by relevant government authority; (ii) the purchase price of the Land of approximately RMB3,200 per sqm calculated based on the Total Commitment over the estimated gross floor area of the projects; (iii) the prevailing market price of the residential and commercial land adjacent to the Land in Pingtan County ranging from RMB6,000 to RMB7,000 per sqm based on the comparable market transactions completed in the first half of 2017; and (iv) the prospects of the property market in Pingtan County, Fujian Province, the PRC as detailed in the section headed ''Reasons and benefits of the Acquisition''. A valuation report of the Target Group will be prepared and included in the circular for Shareholders' information. The Directors estimate that the valuation of the Land will be approximately RMB1,600,000,000.

The Total Commitment will be financed by the internal resources of the Company and the revolving facility to be provided by Mr. Lin Rongbin, the controlling Shareholder and an executive Director.

Conditions precedent

Completion is subject to the fulfilment or waiver (as the case may be) of the following conditions:

1. the Target Company having set up the NewCo as a wholly-owned subsidiary with the scope of business of property investment and development and registered capital of RMB500,000,000;

2. the NewCo and Funde having entered into the agreement in respect of the ProjectCo Acquisition;

3. the ProjectCo Acquisition having been completed;