General Announcement::DISCLOSEABLE TRANSACTIONS IN RELATION TO THE INVESTMENT IN WM GROUP

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.

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

DISCLOSEABLE TRANSACTIONS

IN RELATION TO THE INVESTMENT IN WM GROUP

THE TRANSACTIONS

On 13 November, 2021, the Group entered into the following agreements:

1. the Joinder Agreement to the Series D Preferred Share Purchase Agreement between August State, an indirect wholly-owned subsidiary of the Company, and the Target Company, pursuant to which August State conditionally agreed to subscribe, and the Target Company conditionally agreed to issue to August State, the Subscription Shares at a cash consideration of US$140,000,000; and
2. the Deed of Adherence to the WM Shareholders Agreement between the Target Company and August State.

On 18 November, 2021, Great Dawn, an indirect wholly-owned subsidiary of the Company, entered into the Option Agreement with the Target Company, pursuant to which the Target Company agreed to grant to Great Dawn the Option, the exercise of which is at Great Dawn's discretion, to require the Target Company to conditionally issue and transfer the WM Exchange Shares at the consideration of HK$540,182,480 (equivalent to approximately US$69,432,195), which shall be satisfied by Great Dawn by transferring to the Target Company the Apollo Future Exchange Shares.

On 30 November, 2021, Great Dawn exercised the Option to require the Target Company to issue and transfer all of the WM Exchange Shares to Great Dawn.

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Upon the exercise of the Option and the completion of the Transactions, the Company will, through its subsidiaries, acquire a total of approximately 4.42% of the issued share capital in the Target Company through the Transactions and together with Agile Guangzhou's earlier subscription of shares in WM Shanghai under the WM Shanghai Share Subscription Agreement (all of the WM Shanghai Subscribed Shares had subsequently been converted into 9,963,290 Class A WM Ordinary Shares through the Restructuring), the Company will, through its subsidiaries, after completion of the Transactions, be interested in approximately 4.58% of the share capital of the Target Company on a fully-diluted and as-converted basis.

LISTING RULE IMPLICATIONS

As one of the applicable Percentage Ratio in respect of the Transactions on an aggregate basis, is 5% or more but is less than 25%, the Transactions constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are therefore subject to the notification and announcement requirements under the Listing Rules.

THE TRANSACTIONS

On 13 November, 2021, the Group entered into the following agreements:

1. the Joinder Agreement to the Series D Preferred Share Purchase Agreement between August State, an indirect wholly-owned subsidiary of the Company, and the Target Company, pursuant to which August State conditionally agreed to subscribe, and the Target Company conditionally agreed to issue to August State, the Subscription Shares at a cash consideration of US$140,000,000; and
2. the Deed of Adherence to the WM Shareholders Agreement between the Target Company and August State.

On 18 November, 2021, Great Dawn, an indirect wholly-owned subsidiary of the Company, entered into the Option Agreement with the Target Company, pursuant to which the Target Company agreed to grant to Great Dawn the Option, the exercise of which is at Great Dawn's discretion, to require the Target Company to conditionally issue and transfer the WM Exchange Shares at the consideration of HK$540,182,480 (equivalent to approximately US$69,432,195), which shall be satisfied by Great Dawn by transferring to the Target Company the Apollo Future Exchange Shares.

On 30 November, 2021, Great Dawn exercised the Option to require the Target Company to issue and transfer all of the WM Exchange Shares to Great Dawn.

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Upon the exercise of the Option and the completion of the Transactions, the Company will, through its subsidiaries, acquire a total of approximately 4.42% of the issued share capital in the Target Company through the Transactions, and together with the Agile Guangzhou's earlier subscription of shares in WM Shanghai under the WM Shanghai Share Subscription Agreement (all of the WM Shanghai Subscribed Shares had subsequently been converted into 9,963,290 WM Class A Ordinary Shares through the Restructuring), the Company will, through its subsidiaries, after completion of the Transactions, be interested in approximately 4.58% of the share capital of the Target Company on a fully-diluted and as-converted basis.

The principal terms of (1) the Option Agreement, (2) the Joinder Agreement and the Series D Preferred Share Purchase Agreement and (3) the WM Shareholders Agreement are set out below:

1. Option Agreement Subject Matter:
   Great Dawn may at any time from the date of the Option Agreement and up to 30 November, 2021, exercise the Option according to the terms set out under the Option Agreement.
   The Option requires the Target Company to issue and transfer WM Exchange Shares, being 86,996,862 Class A WM Ordinary Shares, representing approximately 1.45% of the total issued share capital of the Target Company on a fully-diluted and as-converted basis.
   Consideration:
   Great Dawn shall purchase, and the Target Company shall issue and sell, the WM Exchange Shares, at a consideration of US$0.7981 per Class A WM Ordinary Share totaling US$69,432,195 which shall be satisfied by Great Dawn by transferring to the Target Company 794,386,000 Apollo Future Exchange Shares held by Great Dawn, representing approximately 9.95% of the total issued share capital of Apollo Future as at the date of this announcement.
   The Exchange Price of HK$0.68 per Apollo Future Exchange Share represents a premium of 25.93% over the closing price of the Apollo Future Shares of HK$0.540 per share as quoted on the Stock Exchange on 17 November, 2021, being the last trading day before the date of the Option Agreement.

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The consideration and the Exchange Price was determined between Great Dawn and the Target Company after arm's length negotiations with reference to a number of factors including but not limited to:

1. the operation, business potential and prospect of the WM Group and the new energy market in the PRC;
2. the equity interests in the WM Group that is represented by the WM Exchange Shares; and
3. the pre-money valuation of the WM Group.

The Exchange Price was determined after arm's length negotiations between Great Dawn and the Target Company, taking into account the liquidity of the Apollo Future Shares in the market, the past performance and recent trading price of the Apollo Future Shares. The Board considers that the Exchange Price is fair and reasonable and in the best interest of the Company and the shareholders of the Company as a whole.

Conditions Precedent:

Completion of the Option Agreement is conditional upon satisfaction of the following conditions:

1. the Apollo Future Exchange Shares remaining listed and traded on the main board of the Stock Exchange and no notification or indication being received by Great Dawn from the Company or the regulatory authority prior to the completion of the Option Agreement that the listing of the Apollo Future Exchange Shares may be withdrawn or suspended prior to the Date of Exercise;
2. completion of the subscription of the Subscription Shares in the Target Company under the Joinder Agreement and the Series D Preferred Share Purchase Agreement;
3. the board of directors of each party to the Option Agreement having passed all necessary resolutions;
4. (where required) all necessary consent from any government or regulatory authority or any person having been obtained and/or the obligations of the parties to the Option Agreement having been performed and completed;
5. the representations, warranties and undertakings given by Great Dawn under the Option Agreement remaining true, accurate and not misleading as at the Date of Exercise; and

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1. the representations, warranties and undertakings given by the Target Company under the Option Agreement remaining true, accurate and not misleading as at the Date of Exercise.

Completion:

Completion of the Option Agreement shall take place on the Date of Exercise, or such other Business Day as may be agreed by Great Dawn and the Target Company, but in any event no later than 15 December, 2021.

Following completion of the Transactions, the Company will in aggregate be interested in approximately 4.58% of the share capital of the Target Company on a fully-diluted and as-converted basis. The Company's interest in the Target Company will be accounted for as financial assets in the results of the Company.

Furthermore, following completion of the Option Agreement, the Company will cease to hold any interest in Apollo Future. It is expected that no gain or loss will be recorded in the consolidated statement of profit and loss of the Group as a result of the disposal of the Apollo Future Exchange Shares.

1. Joinder Agreement and Series D Preferred Share Purchase Agreement Subject Matter:
   August State, by way of the Joinder Agreement, becomes as a party to the Series D Preferred Share Purchase Agreement and has all the rights and obligations of a ''Series D Investor'' under the Series D Preferred Share Purchase Agreement.
   Subject to the terms and conditions of the Series D Preferred Share Purchase Agreement, August State shall purchase, and the Target Company shall issue and sell the Subscription Shares. The Subscription Shares would represent, on a fully-diluted and as-converted basis, approximately 3.10% of the total shares of the Target Company (immediately following the Series D Closing (including the additional issue)), and approximately 2.97% of the total shares of the Target Company (immediately following the Series D Closing (including the additional issue) and the completion of the Option Agreement).
   Conditions Precedents:
   The obligation of the Series D Investors to consummate Series D Closing is conditional upon the fulfilment of the following conditions:
2. 1. each of the representations and warranties made by the Series D Investor(s) under the Series D Preferred Share Purchase Agreement shall be true and correct at the date it was made and the Series D Closing;

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