General Announcement::PROPOSED ISSUE OF SENIOR NOTES & UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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'')), 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

AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2021

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. 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 Proposed Notes Issue. 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, 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.

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THE PROPOSED NOTES ISSUE

Introduction

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. 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 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, BNP PARIBAS, BOCOM International, Citigroup, Credit Suisse, FUTEC Financial, Standard Chartered Bank, 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.

Unaudited Financial Statements

In connection with the Proposed Notes Issue, the Company will provide certain professional investors with recent financial information of the Group as extracted from the unaudited consolidated financial statements for the six months ended 30 June 2021 (the ''Unaudited Financial Statements''). To ensure equal dissemination of information to the shareholders of the Company, the Unaudited Financial Statements is attached hereto.

Reasons for the Proposed Notes Issue

The Company intends to use the net proceeds 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.

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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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Interim Consolidated Balance Sheet

(All amounts in RMB thousands unless otherwise stated)

		As at	As at
		30 June	31 December
		2021	2020
	Note	(Unaudited)	(Audited)
ASSETS
Non-current assets
Property, plant and equipment	6	12,859,541	12,080,847
Investment properties	6	10,960,386	10,849,449
Right-of-use assets	6	3,441,413	3,376,304
Goodwill	7	4,622,196	4,264,614
Other intangible assets	7	4,039,993	3,576,350
Investments accounted for using the equity method	8	31,927,699	18,179,155
Prepayments for acquisition of equity interests		10,000	523,321
Prepayments for acquisition of land use rights	9	-	34,285
Properties under development	10	23,243,298	30,973,623
Other receivables	12	8,579,305	7,508,793
Financial assets at fair value through other comprehensive income		322,123	510,639
Deferred income tax assets		1,481,590	1,392,281
		101,487,544	93,269,661
Current assets
Properties under development	10	80,925,093	82,148,512
Completed properties held for sale	11	17,260,770	19,092,671
Inventories		295,890	248,325
Prepayments for acquisition of land use rights	9	7,102,659	8,311,775
Contract assets		4,058,997	3,204,597
Trade and other receivables	12	55,811,527	50,021,335
Prepaid income taxes		4,785,630	5,355,663
Financial assets at fair value through profit or loss	13	1,503,154	1,247,819
Restricted cash	14	10,647,890	8,938,792
Cash and cash equivalents	15	46,512,122	41,925,908
		228,903,732	220,495,397
Total assets		330,391,276	313,765,058

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