Powerlong Real Estate : PROPOSED SPIN-OFF AND SEPARATE LISTING OF POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED PUBLICATION OF THE PROSPECTUS ISSUED BY POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED AND EXPECTED SIZE OF THE GLOBAL OFFERING AND OFFER PRICE RANGE

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration under the United States Securities Act of 1933, as amended (the "US Securities Act"). Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, its management, as well as financial statements. The securities described herein have not been and will not be registered under the U.S. Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

POWERLONG REAL ESTATE HOLDINGS LIMITED

寶 龍 地 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1238)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF

POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED

ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

PUBLICATION OF THE PROSPECTUS ISSUED BY

POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED

AND

EXPECTED SIZE OF THE GLOBAL OFFERING AND

OFFER PRICE RANGE

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In connection with the Proposed Spin-off and the Global Offering, Powerlong Commercial Management published the Prospectus on 16 December 2019.

As disclosed in the Prospectus, the total number of the Powerlong Commercial Management Shares to be offered pursuant to the Global Offering will be 150,000,000, representing approximately 25% of the total number of the Powerlong Commercial Management Shares in issue immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised), and 172,500,000, representing approximately 27.71% of the total number of Powerlong Commercial Management Shares in issue immediately following the completion of the Global Offering (assuming the Over- allotment Option is exercised in full).

INTRODUCTION

Reference is made to the announcements of the Company dated 20 August 2019, 25 November 2019, 28 November 2019 and 6 December 2019 (the "Announcements") in relation to the Proposed Spin-off. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

PUBLICATION OF THE PROSPECTUS

In connection with the Proposed Spin-off and the Global Offering, Powerlong Commercial Management published the Prospectus on 16 December 2019. The Prospectus contains, among other things, (a) details of the number of the Powerlong Commercial Management Shares to be offered in the Global Offering, the offer price range, other details of the Global Offering and (b) certain business and financial information in relation to the Powerlong Commercial Management and its subsidiaries.

The Prospectus is available for viewing and downloading from the websites of Powerlong Commercial Management at www.powerlongcm.comand the Stock Exchange at www.hkexnews.hkfrom 16 December 2019. Printed copies of the Prospectus may be obtained, free of charge, at designated locations specified in (a) the formal notice issued by Powerlong Commercial Management on 16 December 2019; and (b) the Prospectus, during normal business hours from 9:00 a.m. on Monday, 16 December 2019 until 12:00 noon on Thursday, 19 December 2019.

PREFERENTIAL OFFERING

Qualifying Shareholders will be provided with the Assured Entitlement to an aggregate of 14,369,156 Reserved Shares in the Preferential Offering (representing approximately 9.58% of the Powerlong Commercial Management Shares initially available under the Global Offering (before any exercise of the Over-allotment Option)) and the basis of the Assured Entitlement is one (1) Reserved Share for every integral multiple of 100 Powerlong Shares held by Qualifying Shareholders on Monday, 9 December 2019, being the Record Date. The Reserved Shares will be offered out of the Powerlong Commercial Management Shares initially being offered for subscription and purchase under the International Offering and will not be subject to reallocation.

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A blue application form, together with a printed copy of the Prospectus, has been despatched to each Qualifying Shareholder at the address of such Qualifying Shareholder as shown on the register of members of the Company on the Record Date. The procedures for applying for the Reserved Shares pursuant to the Preferential Offering are set out in the Prospectus.

EXPECTED SIZE OF THE GLOBAL OFFERING AND OFFER PRICE RANGE

As disclosed in the Prospectus, the total number of the Powerlong Commercial Management Shares to be offered pursuant to the Global Offering will be 150,000,000, representing approximately 25% of the total number of the Powerlong Commercial Management Shares in issue immediately following the completion of the Global Offering (assuming the Over- allotment Option is not exercised), and 172,500,000, representing approximately 27.71% of the total number of the Powerlong Commercial Management Shares in issue immediately following the completion of the Global Offering (assuming the Over-allotment Option is exercised in full).

The offer price for the Powerlong Commercial Management Shares in the Global Offering is expected to be not less than HK$7.50 per Powerlong Commercial Management Share and not more than HK$10.00 per Powerlong Commercial Management Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

On the basis of the number of the Powerlong Commercial Management Shares to be offered pursuant to the Global Offering and the expected offer price range as stated above, if the Global Offering proceeds:

1. the market capitalisation of Powerlong Commercial Management will be between approximately HK$4,500 million and approximately HK$6,000 million; and
2. the Company, through its wholly-owned subsidiary, will hold 67.50% of the total issued share capital of Powerlong Commercial Management immediately upon completion of the Global Offering and the Capitalisation Issue (taking no account of the Powerlong Commercial Management Shares which may be issued pursuant to the exercise of the Over-allotment Option).

GENERAL

In connection with the Global Offering, the price of the Powerlong Commercial Management Shares may be stabilised in accordance with the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). Details of any intended stabilisation and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) will be contained in the Prospectus.

The Global Offering (including the Preferential Offering) is conditional upon, amongst others, (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Powerlong Commercial Management Shares; (ii) the final offer price for the Powerlong Commercial Management Shares in the Global Offering having been agreed between Powerlong Commercial Management and the Sole Global Coordinator of the Global Offering (for itself and on behalf of the Underwriters) on or about Thursday,

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19 December 2019 and, in any event, no later than Sunday, 22 December 2019; (iii) the execution and delivery of the Underwriting Agreements on or before the dates as mentioned in the Prospectus; and (iv) the obligations of the Underwriters under each of the respective Underwriting Agreements becoming and remaining unconditional and not having been terminated in accordance with the terms of the respective agreements.

The Proposed Spin-off is subject to, among others, the approval of the Listing Committee for the listing of, and permission to deal in, the Powerlong Commercial Management Shares, the final decision of the Board and of the board of directors of Powerlong Commercial Management, which are dependent upon, among others, market conditions and other considerations. Accordingly, the Proposed Spin-off may or may not occur. Shareholders and other investors should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Preferential Offering will not proceed. Shareholders and other investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

This announcement is not intended to, and does not, constitute an offer to sell or a solicitation of an offer to subscribe for or purchase any Powerlong Commercial Management Shares in connection with the Global Offering or otherwise. Any such offer or solicitation is made solely through the Prospectus or other offering documents that may be issued in compliance with applicable laws and any decision to subscribe for or purchase the Powerlong Commercial Management Shares in connection with the Global Offering or otherwise should be made solely on the basis of the information contained in the Prospectus and such other offering documents. No action has been or will be taken in any jurisdiction (other than in Hong Kong) that would permit a public offering of the Powerlong Commercial Management Shares to be offered in the Global Offering in any jurisdiction where action for that purpose is required.

Further announcement(s) will be made by the Company in relation to the Proposed Spin-off and the Global Offering as and when appropriate.

DEFINITION

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

"Capitalisation Issue"	t h e i s s u e o f 4 4 9 , 9 1 2 , 2 2 2 P o w e r l o n g C o m m e r c i a l
	Management Shares to be made upon capitalisation of certain
	sums standing to the credit of the share premium account of
	Powerlong Commercial Management
"Hong Kong Underwriters"	the underwriters of the Hong Kong Public Offering
"Hong Kong Underwriting	the underwriting agreement in relation to the Hong Kong
Agreement"	Public Offering entered into by, among others, Powerlong
	Commercial Management and the Hong Kong Underwriters
	on 13 December 2019

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"International Underwriters"	the underwriters of the International Offering
"International Underwriting	the underwriting agreement in relation to the International
Agreement"	Offering which is expected to be entered into by, among
	others, Powerlong Commercial Management and the
	International Underwriters
"Over-allotment Option"	the option expected to be granted by Powerlong Commercial
	Management to the International Underwriters, exercisable
	b y t h e S o l e G l o b a l C o o r d i n a t o r ( o n b e h a l f o f t h e
	International Underwriters) pursuant to the International
	Underwriting Agreement, pursuant to which Powerlong
	Commercial Management may be required to allot and issue
	up to an aggregate of 22,500,000 additional Shares at the
	Offer Price to, among other things, cover over-allocations in
	the International Offering, if any
"Powerlong Shares"	ordinary shares of HK$0.01 each in the share capital of the
	Company
"SFC"	the Securities and Futures Commission
"Underwriters"	the Hong Kong Underwriters and the International
	Underwriters

By order of the Board

Powerlong Real Estate Holdings Limited

Hoi Kin Hong

Chairman and Executive Director

Hong Kong, 16 December 2019

As at the date of this announcement, the executive Directors are Mr. Hoi Kin Hong, Mr. Hoi Wa Fong, Mr. Xiao Qing Ping, Ms. Shih Sze Ni Cecilia and Mr. Zhang Hong Feng; the non-executive Director is Ms. Hoi Wa Fan; and the independent non-executive Directors are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.

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