Powerlong Real Estate : COMPLETION OF PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

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This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Powerlong Real Estate Holdings Limited (the "Company").

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. 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 and its management, as well as its financial statements. No public offer of securities is to be made by the Company in the United States.

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)

COMPLETION OF PLACING OF EXISTING SHARES

AND

TOP-UP SUBSCRIPTION OF

NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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The Company is pleased to announce that completion of the Placing and the Subscription took place on 17 October 2019 and 23 October 2019, respectively.

A total of 146,600,000 Placing Shares have been successfully placed at the Placing Price of HK$5.40 to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.

In addition, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 23 October 2019. A total of 146,600,000 Subscription Shares (being such number of new Shares which is same as the number of Placing Shares sold pursuant to the Placing) were subscribed by the Vendor at the Subscription Price (which is the same as the Placing Price). The Subscription Shares represent approximately 3.54% of the enlarged total number of Shares in issue upon completion of the Subscription.

Reference is made to the announcement of the Company dated 15 October 2019 and 17 October 2019 (the "Announcements") in relation to, among other things, the Placing and the Subscription. Capitalised terms used but not otherwise defined herein shall have the same meanings as that defined in the Announcements.

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Company is pleased to announce that completion of the Placing and the Subscription took place on 17 October 2019 and 23 October 2019, respectively.

A total of 146,600,000 Placing Shares have been successfully placed at the Placing Price of HK$5.40 to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.

In addition, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 23 October 2019. A total of 146,600,000 Subscription Shares (being such number of new Shares which is same as the number of Placing Shares sold pursuant to the Placing) were subscribed by the Vendor at the Subscription Price (which is the same as the Placing Price). The Subscription Shares represent approximately 3.54% of the enlarged total number of Shares in issue upon completion of the Subscription.

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PROCEEDS FROM THE SUBSCRIPTION

The Company received a net proceeds from the Subscription (after deducting all relevant fees, costs and expenses to be borne or incurred by the Company) of approximately HK$781,378,000 and intends to use the net proceeds from the Subscription for possible business development or investments in the future when opportunities arise and as general working capital of the Group.

As at the date of this announcement, (i) the Company intends to invest in businesses or targets that are related to its core businesses but has not identified any specific investment or acquisition targets; (ii) no agreement has been entered by the Group in respect of any such investments or acquisitions; and (iii) no allocation plan of such net proceeds between possible investments or acquisitions and general working capital has been formulated. The Company will make announcement(s) in respect of any such investment(s) or acquisition(s) in compliance with the requirements of the Listing Rules where appropriate.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company (i) immediately before the completion of the Placing and the Subscription; (ii) immediately after the completion of the Placing but before the completion of the Subscription; and (iii) as at the date of this announcement:

			Immediately after
	Immediately before	the completion of
	the Placing but before
	the completion of the Placing	the completion of	As at the date of
	and the Subscription	the Subscription	this announcement
	Number of	Approximate	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%	Shares	%
The Vendor and the Vendor's
Concert Parties
The Vendor (Note 1)	1,805,637,000	45.17	1,659,037,000	41.50	1,805,637,000	43.57
Sky Infinity Holdings Limited (Note 2)	590,468,000	14.77	590,468,000	14.77	590,468,000	14.25
Walong Holdings Limited (Note 3)	185,927,000	4.65	185,927,000	4.65	185,927,000	4.49
Mantong (HK) Trading Co., Ltd.
(Note 3)	17,179,000	0.43	17,179,000	0.43	17,179,000	0.41
Mr. Hoi Kin Hong (Note 1)	28,465,000	0.71	28,465,000	0.71	28,465,000	0.69
Ms. Wong Lai Chan (Note 1)	2,800,000	0.07	2,800,000	0.07	2,800,000	0.07
Mr. Hoi Wa Fong (Note 2)	8,988,000	0.23	8,988,000	0.23	8,988,000	0.22
Ms. Hoi Wa Fan (Note 3)	61,470,000	1.54	61,470,000	1.54	61,470,000	1.48
Ms. Shih Sze Ni (Note 4)	503,400	0.01	503,400	0.01	503,400	0.01
Sub-total	2,701,437,400	67.58	2,554,837,000	63.91	2,701,437,400	65.19

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							Immediately after
		Immediately before		the completion of
			the Placing but before
	the completion of the Placing		the completion of		As at the date of
		and the Subscription		the Subscription		this announcement
		Number of		Approximate		Number of	Approximate		Number of		Approximate
		Shares	%			Shares	%		Shares	%
Other Directors
Mr. Xiao Qing Ping (Note 4)	811,700	0.02		811,700		0.02	811,700	0.02
Mr. Zhang Hong Feng (Note 4)	184,300	0.01		184,300		0.01	184,300	0.004
Public shareholders
The Placees		-		-	146,600,000	3.67	146,600,000	3.54
Other Shareholders	1,294,869,600	32.39		1,294,869,600	32.39	1,294,869,600	31.25
Total	3,997,303,000	100		3,997,303,000		100	4,143,903,000	100

Notes:

1. The Vendor is wholly and beneficially owned by Mr. Hoi Kin Hong. Ms. Wong Lai Chan is the spouse of Mr. Hoi Kin Hong.
2. Sky Infinity Holdings Limited is owned by Seletar Limited and Serangoon Limited as nominee in trust for Credit Suisse Trust Limited, the trustee of The Sky Infinity Trust. Mr. Hoi Wa Fong is an executive Director, the son of Mr. Hoi Kin Hong and the settlor of The Sky Infinity Trust.
3. Each of Walong Holdings Limited and Mantong (HK) Trading Co., Ltd. is wholly and beneficially owned by Ms. Hoi Wa Fan, a non-executive Director and the daughter of Mr. Hoi Kin Hong.
4. Each of Mr. Xiao Qing Ping, Ms. Shih Sze Ni and Mr. Zhang Hong Feng is an executive Director. Ms. Shih Sze Ni is the spouse of Mr. Hoi Wa Fong.
5. The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places.

By Order of the Board

Powerlong Real Estate Holdings Limited

Hoi Kin Hong

Chairman

Hong Kong, 23 October 2019

As at the date of this announcement, the executive directors of the Company 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 of the Company is Ms. Hoi Wa Fan; and the independent non-executive directors of the Company are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.

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