Agile : PROPOSED ISSUE OF USD DENOMINATED SENIOR NOTES

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 is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the Securities Act, or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

This announcement is not a prospectus for the purposes of the European Union's Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area (the ''EEA'').

No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as the issue of securities offered hereby will not be available to retail investors in the EEA.

The communication of this announcement and any other document or materials relating to the issue of the securities offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Financial Promotion Order'')), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as ''relevant persons''). In the United Kingdom, the securities offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement of any or its contents.

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AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 3383)

PROPOSED ISSUE OF USD DENOMINATED SENIOR NOTES

The Company proposes to conduct an international offering of senior notes.

The completion of the Proposed Notes Issue is subject to market conditions and investors' interests. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Barclays, Credit Suisse and Standard Chartered Bank are the joint global coordinators, joint bookrunners and joint lead managers, and BOCOM International, HeungKong Financial and The Bank of East Asia, Limited are the joint bookrunners and joint lead managers of the Proposed Notes Issue. The Company intends to use the net proceeds of the Notes for the refinancing of certain existing medium to long term offshore indebtedness, which will become due within one year. The Company may adjust the foregoing plans in response to changing market conditions and thus, reallocate the use of proceeds.

Application will be made to the SGX-ST for the listing and quotation of the Notes on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any), or any other subsidiary or associated company of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement.

No listing of the Notes has been, and will be, sought in Hong Kong.

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

THE PROPOSED NOTES ISSUE

Introduction

The Company proposes to conduct an international offering of senior notes.

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The completion of the Proposed Notes Issue is subject to market conditions and investors' interests. The Notes are proposed to be guaranteed by the Subsidiary Guarantors. Barclays, Credit Suisse and Standard Chartered Bank are the joint global coordinators, joint bookrunners and joint lead managers, and BOCOM International, HeungKong Financial and The Bank of East Asia, Limited are the joint bookrunners and joint lead managers of the Proposed Notes Issue. As at the date of this announcement, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. Upon finalising the terms of the Notes, Barclays, Credit Suisse, Standard Chartered Bank, BOCOM International, HeungKong Financial, The Bank of East Asia, Limited, the Company and the Subsidiary Guarantors will enter into the Purchase Agreement. The Company will make a further announcement in respect of the Proposed Notes Issue upon the signing of the Purchase Agreement.

The Notes may only be offered, sold or delivered to non-U.S. persons (as defined in Regulation S under the Securities Act) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed with any connected person of the Company. The Notes will not be the subject of public offering in any jurisdiction.

Reasons for the Proposed Notes Issue

The Company intends to use the net proceeds for the refinancing of certain existing medium to long term offshore indebtedness, which will become due within one year. The Company may adjust the foregoing plans in response to changing market conditions and thus, reallocate the use of proceeds.

Listing

Application will be made to the SGX-ST for the listing and quotation of the Notes on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any other subsidiary or associated company of the Company, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement.

No listing of the Notes has been, and will be, sought in Hong Kong.

GENERAL

As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.

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DEFINITIONS

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

''Barclays''	Barclays Bank PLC
''Board''	the board of directors of the Company
''BOCOM International''	BOCOM International Securities Limited
''Company''	Agile Group Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the shares of
	which are listed on the main board of the Stock Exchange
''connected person''	has the meaning ascribed to it under the Listing Rules
''Credit Suisse''	Credit Suisse (Hong Kong) Limited
''HeungKong Financial''	HeungKong Securities Limited
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''JV Subsidiary Guarantees''	limited recourse guarantees given by the JV Subsidiary
	Guarantors on the Notes
''JV Subsidiary Guarantor''	each subsidiary of the Company which in the future will
	provide a JV Subsidiary Guarantee
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Notes''	the USD denominated senior notes to be issued by the
	Company
''PRC''	the People's Republic of China, excluding Hong Kong,
	Macau Special Administrative Region of the PRC and
	Taiwan for the purpose of this announcement
''Proposed Notes Issue''	the proposed issue of the Notes by the Company
''Purchase Agreement''	the agreement proposed to be entered into by and among the
	Company, the Subsidiary Guarantors, Barclays, Credit
	Suisse, Standard Chartered Bank, BOCOM International,
	HeungKong Financial and The Bank of East Asia, Limited
	in relation to the Proposed Notes Issue
''Securities Act''	the United States Securities Act of 1933, as amended
''SGX-ST''	Singapore Exchange Securities Trading Limited

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''Standard Chartered Bank'' ''Stock Exchange'' ''Subsidiary Guarantees''

''Subsidiary Guarantors''

''The Bank of East Asia, Limited''

''United States'' ''USD''

''%''

Hong Kong, 10 May 2021

Standard Chartered Bank

The Stock Exchange of Hong Kong Limited

the guarantees provided by the Subsidiary Guarantors in respect of the Notes

certain subsidiaries of the Company which guarantee the Notes

The Bank of East Asia, Limited

the United States of America

United States dollar(s), the legal currency of the United States

per cent.

By Order of the Board

Agile Group Holdings Limited

CHEUNG Lap Kei

Company Secretary

As at the date of this announcement, the Board comprises twelve members, being Mr. Chen Zhuo Lin* (Chairman and President), Mr. Chan Cheuk Yin** (Vice Chairperson), Madam Luk Sin Fong, Fion** (Vice Chairperson), Mr. Chan Cheuk Hung*, Mr. Huang Fengchao*, Mr. Chen Zhongqi*, Mr. Chan Cheuk Hei**, Mr. Chan Cheuk Nam**, Dr. Cheng Hon Kwan#, Mr. Kwong Che Keung, Gordon#, Mr. Hui Chiu Chung, Stephen# and Mr. Wong Shiu Hoi, Peter#.

• Executive Directors
• Non-executiveDirectors

• Independent Non-executive Directors

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