General Announcement::ISSUANCE OF US$400,000,000 4.85% SENIOR NOTES DUE 2022

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 or the United Kingdom.

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

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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 of its contents.

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 3383)

ISSUANCE OF US$400,000,000 4.85% SENIOR NOTES DUE 2022

Reference is made to the announcement of the Company dated 26 August 2021 in respect of the proposed Notes Issue.

THE NOTES ISSUE

On 26 August 2021, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with BNP PARIBAS, BOCOM International, Citigroup, Credit Suisse, FUTEC Financial and Standard Chartered Bank in connection with the issue of US$400,000,000 4.85% senior notes due 2022.

The Company intends to use the net proceeds of the Notes for the refinancing of certain existing indebtedness and general corporate purposes. 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, or will be, sought in Hong Kong.

Reference is made to the announcement of the Company dated 26 August 2021 in respect of the proposed Notes Issue.

The Board is pleased to announce that on 26 August 2021, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with BNP PARIBAS, BOCOM International, Citigroup, Credit Suisse, FUTEC Financial and Standard Chartered Bank in connection with the Notes Issue.

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THE NOTES ISSUE

The Purchase Agreement

Date: 26 August 2021

Parties to the Purchase Agreement:

1. the Company as the issuer;
2. the Subsidiary Guarantors;
3. BNP PARIBAS;
4. BOCOM International;
5. Citigroup;
6. Credit Suisse;
7. FUTEC Financial; and
8. Standard Chartered Bank.

BNP PARIBAS, BOCOM International, Citigroup, Credit Suisse, FUTEC Financial and Standard Chartered Bank are the joint global coordinators, joint bookrunners and joint lead managers of the Notes Issue. They are also the initial purchasers of the Notes. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of BNP PARIBAS, BOCOM International, Citigroup, Credit Suisse, FUTEC Financial and Standard Chartered Bank is an independent third party and not a connected person of the Company.

The Notes have not been and will not be registered under the Securities Act, and may not be offered, sold or delivered within the United States. Accordingly, the Notes are being offered and sold only outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act and in accordance with any other applicable laws. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed with any connected persons of the Company.

Principal terms of the Notes

The following is a brief summary of the principal terms of the Notes.

Notes Offered

Subject to certain conditions to completion, the Company will issue the Notes in an aggregate principal amount of US$400,000,000 which will mature on 31 August 2022, unless earlier redeemed pursuant to the terms thereof.

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Offering Price

The offering price of the Notes will be 100.00% of the principal amount of the Notes.

Interest

The Notes will bear interest at a rate of 4.85% per annum, payable in arrears on 1 March 2022 and 31 August 2022.

Ranking of the Notes

The Notes are (1) general obligations of the Company, (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (3) at least pari passu in right of payment against the Company with respect to the existing pari passu secured indebtedness and all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law), (4) guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantor (if any) on a senior basis, subject to certain limitations, (5) effectively subordinated to the other secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor, and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees, and will not provide guarantees for the Notes.

Events of default

The events of default under the Notes include, among others: (a) default in the payment of principal (or premium, if any); (b) default in the payment of interest and such default continues for a period of 30 consecutive days; (c) default in the performance or breach of the provisions of certain covenants under the Indenture relating to consolidation, merger and sale of assets, the failure by the Company to make or consummate an offer to purchase in the manner described in the Indenture or the failure by the Company to create, or cause certain of its subsidiaries to create, a lien on the collateral, in accordance with the relevant covenants under the Indenture; (d) default by the Company or certain of its subsidiaries in the performance of or breach any other covenant or agreement in the Indenture or under the Notes (other than the default specified in clause (a), (b) or (c) above); (e) default by the Company or certain of its subsidiaries in the repayment of indebtedness having, in the aggregate, an outstanding principal amount in excess of US$20 million; (f) one or more final judgments or orders for the payment of money are rendered against the Company or certain of its subsidiaries and are not paid or discharged against such persons and exceed the aggregate amount of US$20 million; (g) an involuntary bankruptcy or insolvency case or other proceedings against the Company or certain of its subsidiaries; (h) voluntary bankruptcy or insolvency proceedings commenced by the Company or certain of its subsidiaries or consent to such similar action or effects any general assignment for the benefit of creditors; (i) any Subsidiary Guarantor or JV Subsidiary Guarantor denying or disaffirming its obligations under its guarantees guaranteeing the obligations of the Notes or, except as permitted by the Indenture, any such guarantee being determined to be unenforceable or invalid or for any reason ceasing to be in full force and effect; (j) default by the Company or any Subsidiary Guarantor Pledgor in the performance of any of its obligations under the security provided under the Notes, which adversely affects the

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enforceability, validity, perfection or priority of the applicable lien on the collateral created under the Notes or which adversely affects the condition or value of such collateral, taken as a whole, in any material respect; or (k) the Company or any Subsidiary Guarantor Pledgor denying or disaffirming its obligations under the security documents provided under the Notes or, other than in accordance with the Indenture and the relevant security documents provided under the Notes, any such relevant security document ceasing to be or is not in full force and effect, or the trustee ceasing to have a security interest in the collateral given under the Notes (subject to any permitted liens).

If an event of default (other than as specified in clauses (g) and (h) above) occurs and is continuing under the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal of the Notes plus any accrued and unpaid interest and premium (if any) to be immediately due and payable.

Covenants

The Notes, the Indenture and the guarantees provided by the Subsidiary Guarantors and JV Subsidiary Guarantors will limit the Company's ability and the ability of certain of its subsidiaries to, among other things:

1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
2. declare dividends on its capital stock or purchase or redeem capital stock;
3. make investments or other specified restricted payments;
4. issue or sell capital stock of certain of its subsidiaries;
5. guarantee indebtedness of certain of its subsidiaries;
6. sell assets;
7. create liens;
8. enter into sale and leaseback transactions;
9. enter into agreements that restrict certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;
10. enter into transactions with shareholders or affiliates; and
11. effect a consolidation or merger.

Optional Redemption

At any time prior to 31 August 2022, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the applicable premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. The Company will give not less than 15 days' nor more than 30 days' notice of any redemption.

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