Asian Growth Properties : Shareholder Circular

If you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy AGP Shares.

Copies of this document are either being sent to Shareholders or are available for inspection on the Company's website. If you have sold or otherwise transferred all of your AGP Shares, please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your holding of AGP Shares you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this document.

ASIAN GROWTH PROPERTIES LIMITED

(An Exempted Company Registered in Bermuda with Limited Liability with Registered No. 52097)

PROPOSAL FOR THE VOLUNTARY WINDING-UP OF THE COMPANY THROUGH THE DISPOSAL OF ASSETS TO ASIAN GROWTH PROPERTIES CO. LIMITED THE PAYMENT OF SUBSTANTIALLY ALL THE COMPANY'S ASSETS TO AGP SHAREHOLDERS BY WAY OF A SPECIAL DISTRIBUTION THE CANCELLATION OF THE ADMISSION OF AGP SHARES TO TRADING ON AIM THE APPOINTMENT OF THE LIQUIDATORS AND THE VOLUNTARY WINDING-UP OF THE COMPANY AMENDMENT TO THE BYE-LAWS OF THE COMPANY AND NOTICE OF SPECIAL GENERAL MEETING

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, which is set out in Part I of this document, recommending that you vote in favour of the Resolutions to be proposed at the SGM.

A notice of the SGM to be held at the Board Room, 26th Floor, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong on Wednesday, 6 December 2017, at 4:00 p.m. (Hong Kong time) (8:00 a.m. London time) is set out on pages 36 to 41 of this document. The Form of Proxy and the Form of Instruction for use at the SGM accompany this document. Whether or not you are able to attend the SGM, if you hold AGP Shares in certificated form, please complete the accompanying Form of Proxy in accordance with the instructions printed thereon and return it to the Company's principal place of business at Suites 2506-10, 25th Floor, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event so as to be received no later than 4:00 p.m. (Hong Kong time) (8:00 a.m. London time) on Monday, 4 December 2017. Completion and return of the Form of Proxy will not preclude you from attending and voting at the SGM or any adjournment thereof should you so wish.

Holders of Depositary Interests should complete the enclosed Form of Instruction in accordance with the instructions printed thereon to direct Computershare Company Nominees Limited as the custodian of their shares how to exercise their votes. To be valid, the Form of Instruction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the custodian at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom so as to be received no later than 4:00 p.m. (Hong Kong time) (8:00 a.m. London time) on Friday, 1 December 2017. Completion and return of the Form of Instruction will not preclude a holder of Depositary Interests from attending the SGM and voting in person if they so wish. Should a holder of Depositary Interests wish to attend the SGM and/or vote at the SGM, they must notify the Depositary in writing or email at ![e-mail].

Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively as nominated adviser and broker to the Company. Strand Hanson is not acting for any other person in connection with the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Strand Hanson or for giving advice in relation to the matters referred to in this document. Strand Hanson is not making any representation or warranty, express or implied, as to the contents of this document, including the accuracy, verification or completeness of any information contained in this document or of any other statement made or purported to be made by the Company, or on the Company's behalf, or by them or on their behalf, and nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or future. The responsibilities of Strand Hanson as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this document, or otherwise.

FORWARD LOOKING STATEMENTS

This document contains a number of forward looking statements relating to the AGP Group including with respect to the trading prospects of the AGP Group. The Company considers any statements that are not historical facts as "forward looking statements". They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of the AGP Group to differ materially from the information presented in the relevant forward looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to the AGP Group or management of it, are intended to identify such forward looking statements. Shareholders are cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this document. Neither the Company nor any member of the AGP Group nor Strand Hanson nor any of their respective officers, directors and employees undertakes any obligation to update publicly or revise any of the forward looking statements whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules for Companies and other regulations.

13 November 2017

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS ............................................. 1 DIRECTORS, SECRETARY AND ADVISERS ......................................................... 2 DEFINITIONS ............................................................................................................. 3 PART I LETTER FROM THE CHAIRMAN OF THE COMPANY.................. 9 PART II DETAILS OF THE AGP EXISTING ASSETS ..................................... 22 PART III PROPERTY VALUATIONS .................................................................. 23 PART IV NOTICE OF SGM .................................................................................. 36 Events Expected Date

Publication of this document ........................................................... Monday, 13 November 2017 Latest time and date for receipt of

Forms of Instruction for the SGM.......................................................... no later than 8:00 a.m.

(Hong Kong time 4:00 p.m.) on Friday, 1 December 2017

Latest time and date for receipt of

Forms of Proxy for the SGM ................................................................. no later than 8:00 a.m.

(Hong Kong time 4:00 p.m.) on Monday, 4 December 2017

Date and time of the SGM ............................................................................................. 8:00 a.m.

(Hong Kong time 4:00 p.m.) on Wednesday, 6 December 2017

Proposed date of completion of SPA ............................................ Wednesday, 6 December 2017

Effective date of the Capital Reduction ............................................ Thursday, 7 December 2017

AGP Shares marked ex-dividend...................................................... Thursday, 7 December 2017 Record date for the AGP

Special Distribution Payment ........................................................... Friday, 8 December 2017

AGP Special Distribution Payment date ...........................................Monday, 18 December 2017

Last day of dealings in AGP Shares on AIM.................................... Tuesday, 19 December 2017 Date of cancellation of admission of AGP Shares

to trading on AIM becoming effective .....................................Wednesday, 20 December 2017

Proposed commencement date of winding-up

of the Company .......................................................................Wednesday, 20 December 2017

Notes:

1. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to holders of AGP Shares by announcement on a Regulatory Information Service.

2. All of the above times refer to United Kingdom time unless expressly otherwise indicated.

3. The events in the above timetable following the SGM are conditional upon, inter alia, approval by the Shareholders of the Resolutions at the SGM.

Directors Richard Öther Prickett (Non-executive Chairman and Independent Non-executive Director)

Lincoln Lu (Chief Executive Officer and Executive Director)

Lu Wing Chi (Executive Director)

David Andrew Runciman (Executive Director)

Lambert Lu (Non-executive Director)

Lam Sing Tai (Non-executive Director)

John David Orchard Fulton

(Independent Non-executive Director)

Company secretary SHL Services Limited 18/F, United Centre 95 Queensway

Hong Kong

Registered office Clarendon House 2 Church Street

Hamilton HM 11 Bermuda

Website www.asiangrowth.com

Nominated adviser Strand Hanson Limited and broker 26 Mount Row London W1K 3SQ United Kingdom Legal advisers to Stephenson Harwood LLP the Company as 1 Finsbury Circus to English law London EC2M 7SH United Kingdom Legal advisers to Stephenson Harwood the Company as 18/F, United Centre to Hong Kong law and 95 Queensway the SPA Hong Kong Legal advisers to Conyers Dill & Pearman the Company as 29/F, One Exchange Square to Bermuda law 8 Connaught Place Central Hong Kong Valuer of the AGP Savills Valuation and Professional Services Limited Existing Assets 23/F, Two Exchange Square Central Hong Kong