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 BASIS OF ASSURED ENTITLEMENT OF QUALIFYING SHAREHOLDERS IN THE PREFERENTIAL OFFERING AND ADDITIONAL INFORMATION FOR PRC STOCK CONNECT INVESTORS

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

BASIS OF ASSURED ENTITLEMENT OF QUALIFYING

SHAREHOLDERS

IN THE PREFERENTIAL OFFERING

AND

ADDITIONAL INFORMATION FOR PRC STOCK CONNECT

INVESTORS

- 1 -

The basis of the Assured Entitlement of the Qualifying Shareholders to the Powerlong Commercial Management Shares (the "Reserved Shares") in the Preferential Offering, if and when made, has been determined.

The basis of the Assured Entitlement is one (1) Reserved Share for every integral multiple of 100 Shares held by Qualifying Shareholders on Monday, 9 December 2019, being the Record Date.

INTRODUCTION

Reference is made to the announcements of the Company dated 20 August 2019 and 25 November 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.

BASIS OF THE ASSURED ENTITLEMENT OF THE QUALIFYING SHAREHOLDERS IN THE PREFERENTIAL OFFERING

The basis of the Assured Entitlement of the Qualifying Shareholders to the Reserved Shares in the Preferential Offering, if and when made, has been determined.

The basis of the Assured Entitlement is one (1) Reserved Share for every integral multiple of 100 Shares held by Qualifying Shareholders on Monday, 9 December 2019, being the Record Date.

The Assured Entitlements of the Qualifying Shareholders to the Reserved Shares are not transferable and there will be no trading in nil-paid entitlements on the Stock Exchange.

Qualifying Shareholders may apply for a number of the Reserved Shares which is greater than, equal to or less than their Assured Entitlements or may apply only for excess Reserved Shares under the Preferential Offering.

A valid application for a number of the Reserved Shares which is less than or equal to a Qualifying Shareholder's Assured Entitlement under the Preferential Offering will be accepted in full, subject to the terms and conditions of the Preferential Offering.

Where a Qualifying Shareholder applies for a number of the Reserved Shares which is greater than the Qualifying Shareholder's Assured Entitlement under the Preferential Offering, the relevant Assured Entitlement will be satisfied in full (subject to the terms and conditions as mentioned above), but the excess portion of such application will only be satisfied to the extent that there are sufficient available Reserved Shares not taken up by Qualifying Shareholders as their Assured Entitlements under the Preferential Offering. Details of how such excess portion will be satisfied will be further described in the prospectus of Powerlong Commercial Management (the "Prospectus").

- 2 -

Qualifying Shareholders who hold less than 100 Shares on the Record Date and therefore will not have an Assured Entitlement to the Reserved Shares will still be entitled to participate in the Preferential Offering by applying for excess Reserved Shares only. Such application will only be satisfied to the extent that there are sufficient available Reserved Shares not taken up by Qualifying Shareholders as their Assured Entitlements under the Preferential Offering.

If the Preferential Offering proceeds, details of the Preferential Offering, including the terms and conditions for applications (including excess applications) for the Reserved Shares under the Preferential Offering, will be set out in the Prospectus and the accompanying blue application form.

ADDITIONAL INFORMATION FOR PRC STOCK CONNECT INVESTORS

As the Shares are eligible stock for southbound trading under the Shenzhen-HongKong Stock Connect, the Company would like to provide additional information for the investors trading and potential investors who may trade in the Shares through the Shenzhen-HongKong Stock Connect (the "PRC Stock Connect Investors"). Pursuant to Article 23 of the Implementation Rules for Registration, Depository and Clearing Services under the Mainland China-HongKong Stock Markets Connect Program (《內地與香港股票市場互聯互通機制登記、存管、結 算業務實施細則》), China Securities Depository and Clearing Corporation Limited (中國證券 登記結算有限責任公司) does not provide services relating to the subscription of newly issued shares. Accordingly, the PRC Stock Connect Investors are Non-QualifyingShareholders and cannot participate in the Preferential Offering through the trading mechanism of Shenzhen- Hong Kong Stock Connect.

As the size and structure of the Global Offering have not yet been finalised, the basis of the Assured Entitlement of the Qualifying Shareholders to the Reserved Shares in the Preferential Offering as set out in this announcement is subject to change. In the event that there is a change in the basis of the Assured Entitlement of the Qualifying Shareholders to the Reserved Shares in the Preferential Offering, a further announcement will be made by the Company.

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 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

- 3 -

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.

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

By order of the Board

Powerlong Real Estate Holdings Limited

Hoi Kin Hong

Chairman and Executive Director

Hong Kong, 28 November 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.

- 4 -