Powerlong Real Estate : PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Powerlong Real Estate Holdings Limited (the "Company").

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management, as well as its financial statements. No public offer of securities is to be made by the Company in the United States.

POWERLONG REAL ESTATE HOLDINGS LIMITED

寶 龍 地 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1238)

PLACING OF EXISTING SHARES

AND

TOP-UP SUBSCRIPTION OF

NEW SHARES UNDER GENERAL MANDATE

Placing Agents

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THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that on 14 October 2019, the Company, the Vendor and the Placing Agents entered into the Placing and Subscription Agreement, pursuant to which, (a) the Vendor has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Vendor on a several basis to procure purchasers, or failing which themselves as principal, to purchase a total of 146,600,000 existing Shares at the Placing Price; and (b) the Vendor has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue to the Vendor, a total of 146,600,000 new Shares at the Subscription Price (being the same as the Placing Price), in each case upon the terms and subject to the conditions set out in the Placing and Subscription Agreement.

The 146,600,000 Placing Shares represents: (a) approximately 3.67% of the total number of Shares in issue as at the date of this announcement; and (b) approximately 3.54% of the enlarged total number of Shares in issue upon the completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription other than the allotment and issue by the Company of the Subscription Shares).

The Placing Agents have agreed to place the Placing Shares on a fully underwritten basis, which will be placed to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners will be third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares. An application will be made by the Vendor to the Executive for the granting of a waiver from general offer obligation that might otherwise arise under the Takeovers Code as a result of the Subscription.

The Placing is unconditional. The Placing and Subscription Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Subscription is subject to fulfillment of the conditions under the Placing and Subscription Agreement. As the Placing and/or the Subscription may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

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THE PLACING AND THE SUBSCRIPTION

The Board is pleased to announce that on 14 October 2019, the Company, the Vendor and the Placing Agents entered into the Placing and Subscription Agreement, pursuant to which,

1. the Vendor has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Vendor on a several basis to procure purchasers, or failing which themselves as principal, to purchase a total of 146,600,000 existing Shares at the Placing Price; and (b) the Vendor has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue to the Vendor, 146,600,000 new Shares at the Subscription Price (being the same as the Placing Price), in each case upon the terms and subject to the conditions set out in the Placing and Subscription Agreement.

THE PLACING AND SUBSCRIPTION AGREEMENT

Date

14 October 2019

Parties

1. the Company;
2. the Vendor; and
3. the Placing Agents.

The Vendor

The Vendor is a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Hoi Kin Hong, one of the controlling Shareholders.

As at the date of this announcement, the Vendor holds an aggregate of 1,805,637,000 Shares, including the Placing Shares, representing approximately 45.17% of the total number of Shares in issue as at the date of this announcement.

The Placing Agents

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Placing Agents and their respective ultimate beneficial owners: (a) is independent of, and not connected with, the Company and the connected persons of the Company; and (b) is independent of, and not acting in concert with, the Vendor and persons acting in concert with the Vendor.

Details of the Placing and the Subscription are set out below.

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THE PLACING

The Placing and the number of the Placing Shares

The Vendor has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Vendor on a several basis to procure purchasers, or failing which themselves as principal (i.e. fully underwritten basis), to purchase a total of 146,600,000 existing Shares at the Placing Price, upon the terms and subject to the conditions set out in the Placing and Subscription Agreement.

The 146,600,000 Placing Shares represents: (a) approximately 3.67% of the total number of Shares in issue as at the date of this announcement; and (b) approximately 3.54% of the enlarged total number of Shares in issue upon the completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription other than the allotment and issue by the Company of the Subscription Shares).

Rights of the Placing Shares

The Placing Shares will be sold free from all liens, charges, encumbrances and other third party rights and together with all rights attaching to them as of the date of the Placing and Subscription Agreement, including the right to receive all dividends and distribution declared, made or paid after the date of the Placing and Subscription Agreement. The Placing Shares rank pari passu in all respects with the other existing Shares.

Placees

The choice of Placees for the Placing Shares shall be determined solely by the Placing Agents, subject to the requirements of the Listing Rules.

The Placing Agents have agreed to place the Placing Shares on a fully underwritten basis, which will be placed to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners will be third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.

Immediately after completion of the Placing, it is expected that none of the Placees will become a substantial shareholder of the Company.

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Placing Price

The Placing Price is HK$5.40 per Share and represents:

1. a discount of approximately 8.63% to the closing price of HK$5.91 per Share as quoted on the Stock Exchange on the Last Trading Day;
2. a discount of approximately 6.61% to the average closing price of HK$5.782 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to and including the Last Trading Day; and
3. a discount of approximately 5.00% to the average closing price of HK$5.684 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days prior to and including the Last Trading Day.

The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis among the Company, the Vendor and the Placing Agents. The Directors consider that the Placing Price and the terms and conditions of the Placing and Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Completion of the Placing

The Placing is unconditional and the Placing Agents have the rights to terminate the Placing and Subscription Agreement in certain circumstances (as described under "Termination of the Placing and Subscription Agreement" below). Completion of the Placing is expected to take place on or before 17 October 2019 (or such other time or date as the parties to the Placing and Subscription Agreement may agree in writing).

THE SUBSCRIPTION

Subscription Shares

The Vendor has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, the Subscription Shares (being such number of new Shares which is same as the number of Placing Shares sold pursuant to the Placing) at the Subscription Price (which is the same as the Placing Price), free from all liens, charges, security interests, encumbrances and adverse claims, subject to the terms and conditions of the Placing and Subscription Agreement.

Assuming that 146,600,000 Placing Shares are sold pursuant to the Placing, there will be 146,600,000 Subscription Shares, which represents: (a) approximately 3.67% of the total number of Shares in issue as at the date of this announcement; and (b) approximately 3.54% of the enlarged total number of Shares in issue upon completion of the Subscription (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the date of completion of the Subscription other than the allotment and issue by the Company of the Subscription Shares).

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Such 146,600,000 Subscription Shares have an aggregate nominal value of HK$1,466,000 based on the par value of HK$0.01 per Share and a market value of HK$866,406,000 based on the closing price of HK$5.91 per Share as quoted on the Stock Exchange on the Last Trading Day.

Ranking of the Subscription Shares

The Subscription Shares shall, when fully paid, rank pari passu in all respects with the other Shares in issue on the date of completion of the Subscription, including the rights to all dividends and other distributions declared, made or paid at any time after the date of completion of the Subscription.

General Mandate to issue the Subscription Shares

The Subscription Shares will be issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the 2019 AGM to allot, issue and otherwise deal with securities of the Company not exceeding 20% of the total number of Shares in issue as at the date of the 2019 AGM. Under the General Mandate, the Company is authorised to issue up to 799,460,600 new Shares. As at the date of this announcement, 799,460,600 new Shares remain available for issuance under the General Mandate.

Subscription Price

The Subscription Price is the same as the Placing Price, being HK$5.40 per Subscription Share.

The net price for the Subscription, after deduction of all relevant fees, costs and expenses to be borne or incurred by the Company, is estimated to be approximately HK$5.33 per Subscription Share.

Conditions of the Subscription

Completion of the Subscription is conditional upon the satisfaction of the following conditions:

1. the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares);
2. completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement; and
3. the Executive granting the Vendor a waiver from the obligation as a result of the Subscription to make a general offer under Rule 26 of the Takeovers Code.

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None of the above conditions can be waived by the parties to the Placing and Subscription Agreement.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares. The Placing and Subscription Agreement has not provided for the right of the parties to waive the above conditions. An application will be made by the Vendor to the Executive for the granting of a waiver from general offer obligation that might otherwise arise under the Takeovers Code as a result of the Subscription.

Completion of the Subscription

Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the conditions of the Subscription shall have been satisfied, or such later time and/or date as the Vendor and the Company may agree in writing, provided that it shall be no later than the date falling 14 days after the date of the Placing and Subscription Agreement, i.e. 28 October 2019.

If the conditions are not fulfilled on or before 28 October 2019 or such later date, subject to compliance with the Listing Rules and the Takeovers Code, as may be agreed between the Company and the Vendor, the obligations and liabilities of the Vendor and the Company under the Subscription shall be null and void and neither the Company nor the Vendor shall have any claim against the other in respect of the Subscription save for any antecedent breach or any rights and remedies accrued prior to such termination.

TERMINATION OF THE PLACING AND SUBSCRIPTION AGREEMENT

Notwithstanding anything contained in the Placing and Subscription Agreement, if at any time prior to the Placing Completion Date:

1. there occur (i) any breach of, or any event rendering untrue, incorrect or breached in any respect, any of the representations, warranties or undertakings referred to in the Placing and Subscription Agreement or (ii) any material breach of, or failure to perform, any of the other obligations of the Company or the Vendor which are required to be performed at or before the completion of the Placing;
2. there develops, occurs or comes into force of:
3. 1. any significant event, or series of events beyond the reasonable control of the Placing Agents (including, without limitation, any calamity, act of government, strike, labour dispute, lock-out, fire, explosion, flooding, earthquake, civil commotion, economic sanctions, epidemic, pandemic, outbreak of infectious disease, terrorism, outbreak or escalation of hostilities (whether local, national or international), act of war and act of God);
   2. any significant change, or development (whether or not permanent) involving a prospective change, in or affecting the business, general affairs, management, prospects, assets and liabilities, shareholders' equity, results of operations or position, financial or otherwise, of the Company or the Group as a whole, whether or not arising in the ordinary course of business;

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1. any significant change (whether or not permanent) or any development (whether or not permanent) involving a prospective change or any crisis in local, national or international financial, political, economic, legal, military, industrial, fiscal, regulatory, currency or market conditions (including, without limitation, conditions in the stock and bond markets, money and foreign exchange markets, interbank markets and credit markets and conditions with respect to interest rates in Hong Kong or otherwise) or foreign exchange controls in or affecting Hong Kong or elsewhere or any occurrence of a combination of any such changes or developments or crises or any deterioration of any such conditions;
2. the commencement by any state, governmental, judicial, regulatory or political body or organisation of any action against any director of the Company or an announcement by any state, governmental, judicial, regulatory or political body or organisation that it intends to take any such action; or
3. the introduction of any new law or regulation or any change (whether or not permanent) or development (whether or not permanent) involving a prospective change in existing laws or regulations or the interpretation or application thereof by any court or other competent authority,

which individually or together, in the sole opinion of the Placing Agents, prejudices or is likely to prejudice materially the success of the Placing or dealings in the Placing Shares in the secondary market or makes it or is likely to make it impracticable or inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated under the Placing and Subscription Agreement; or

1. there develops, occurs or comes into force (i) the imposition of any moratorium, suspension or material restriction on trading in shares or securities generally on the Stock Exchange, or in any securities of the Company on any stock exchange or over the counter market or (ii) any material disruption in securities settlement, payment or clearance services in Hong Kong or the PRC, the United Kingdom or the United States or (iii) the imposition of any moratorium on commercial banking activities by the authorities in Hong Kong or the PRC or the United Kingdom or the United States Federal or New York State authorities.

then and in any such case, the Placing Agents may in their sole discretion elect to either:

1. terminate the Placing and Subscription Agreement without liability by giving notice in writing to the Vendor and the Company; or (ii) purchase or procure purchasers of such lesser number of Placing Shares as the Placing Agents in their sole discretion may determine at the Placing Price. If the Placing Agents elect to partially purchase the Placing Shares pursuant to the provisions set out above, the Vendor shall be obliged to sell to the Placing Agents (or purchasers procured by the Placing Agents) such number of Placing Shares as elected by the Placing Agents and, for the avoidance of doubt, such sale and purchase shall remain to be subject to the terms and conditions of the Placing and Subscription Agreement.

The Board is not aware of the occurrence of any of the above events as at the date of this announcement.

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LOCK-UP UNDERTAKINGS

Pursuant to the terms of the Placing and Subscription Agreement,

1. the Vendor undertakes to the Placing Agents that (except for the sale of the Placing Shares pursuant to the Placing and Subscription Agreement) from the date of the Placing and Subscription Agreement and on or prior to the date being 90 days after the date of the Placing and Subscription Agreement it will not and will procure that none of its nominees, companies controlled by it or trusts associated with it (whether individually or together and whether directly or indirectly) will (without the prior written consent of the Placing Agents) (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares (including the Subscription Shares) or any interests therein or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in
2. 1. or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above;
3. the Company undertakes to the Placing Agents that (except for the Subscription Shares) from the date of the Placing and Subscription Agreement and on and prior to the date being 90 days after the date of the Placing and Subscription Agreement it will not (without the prior written consent of the Placing Agents and such consent shall not be unreasonably withheld or delayed) (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transaction described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above; and
4. each of the Vendor and the Company will use its best endeavours to provide all necessary information and assistance to the Placing Agents for them to ascertain the independence of the Placees. Each of the Vendor and the Company shall in any event notify the Placing Agents if it becomes aware that any party connected with the Company, any Director, chief executive or substantial shareholder (including the Vendor) of the Company or any of its subsidiaries, or any of their respective associates, or any party acting in concert with the Vendor or its concert parties, intends to acquire Shares in the Placing. The Vendor has not been involved and undertakes not to be involved in the selection or identification of the places.

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REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS

The Group is one of the leading property developers in the PRC and is principally engaged in the development and operation of high quality, large-scale and multi-functional commercial real estate projects, with extensive presence in the businesses of property investment, property management, hotel operations etc.

The gross proceeds from the Subscription are expected to be HK$791,640,000. The net proceeds from the Subscription (after deducting all relevant fees, costs and expenses to be borne or incurred by the Company) are expected to be approximately HK$781,378,000. The net Subscription Price, after deducting such fees, costs and expenses, is therefore estimated to be approximately HK$5.33 per Subscription Share.

The Company intends to use the net proceeds from the Subscription for possible business development or investments in the future when opportunities arise and as general working capital of the Group.

As at the date of this announcement, (i) the Company intends to invest in businesses or targets that are related to its core businesses but has not identified any specific investment or acquisition targets; (ii) no agreement has been entered by the Group in respect of any such investments or acquisitions; and (iii) no allocation plan of such net proceeds between possible investments or acquisitions and general working capital has been formulated. The Company will make announcement(s) in respect of any such investment(s) or acquisition(s) in compliance with the requirements of the Listing Rules where appropriate.

The Directors (including the independent non-executive Directors) are of the view that the Placing and the Subscription will provide a good opportunity to raise additional funds to strengthen the financial position and to broaden the shareholder base and capital base of the Group to facilitate future development and can also increase the liquidity of the Shares. The Directors are of the view that the terms of the Placing and Subscription Agreement (including the Placing Agents' commission, the Placing Price and the Subscription Price) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITY DURING THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising exercises in the past twelve months immediately before the date of this announcement.

IMPLICATION UNDER THE TAKEOVERS CODE AND APPLICATION FOR WAIVER

The aggregate shareholding interest of the Vendor and its parties acting in concert (including the 28,465,000 Shares held by Mr. Hoi Kin Hong and the 2,800,000 Shares held by Ms. Wong Lai Chan (the spouse of Mr. Hoi Kin Hong)) in the issued share capital of the Company will be reduced from approximately 45.95% to approximately 42.29% immediately upon completion of the Placing and will increase to approximately 44.33% immediately after completion of the Subscription, thereby triggering a general offer obligation under Rule 26 of the Takeovers Code.

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On the basis of the above arrangements, namely, that the Vendor placing part of its shareholding to independent persons identified by the Placing Agents without the screening or selection by the Vendor and then subscribing for the same number of Shares in order to maintain substantially the same shareholding in the Company which it holds at present and prior to the Placing, the Vendor will apply to the Executive for the grant of a waiver to the Vendor and its parties acting in concert from the obligation to make a general offer under Note 6 on dispensations from Rule 26 of the Takeovers Code with respect to the Subscription.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming that there will be no other change to the total number of Shares in issue from the date of this announcement to the date of completion of the Subscription, the shareholdings in the Company (a) as at the date of this announcement; (b) immediately after the completion of the Placing but before the completion of the Subscription; and (c) immediately after the completion of the Placing and the Subscription are and will be as follows:

					Immediately after the
	As at the date of this		completion of the	Immediately after the
		Placing but before the	completion of the
	announcement		completion of the Subscription	Placing and the Subscription
	Number of		Approximate		Number of	Approximate	Number of		Approximate
	Shares	%		Shares	%	Shares	%
Directors and
substantial shareholders
The Vendor and parties acting in
concert with it (Note 1)	1,836,902,000	45.95	1,690,302,000	42.29	1,836,902,000	44.33
Sky Infinity Holdings
Limited (Note 2)	590,468,000	14.77	590,468,000	14.77	590,468,000	14.25
Walong Holdings
Limited (Note 3)	185,927,000	4.65	185,927,000	4.65	185,927,000	4.49
Mantong (HK) Trading Co.,
Ltd. (Note 3)	17,179,000	0.43	17,179,000	0.43	17,179,000	0.41
Mr. Hoi Wa Fong (Note 2)	8,988,000	0.23	8,988,000	0.23	8,988,000	0.22
Mr. Xiao Qing Ping (Note 4)	811,700	0.02	811,700	0.02	811,700	0.02
Ms. Shih Sze Ni (Note 4)	503,400	0.01	503,400	0.01	503,400	0.01
Mr. Zhang Hong Feng (Note 4)	184,300	0.01	184,300	0.01	184,300	0.004
Ms. Hoi Wa Fan (Note 3)	61,470,000	1.54	61,470,000	1.54	61,470,000	1.48
Public shareholders
The Placees (Note 5)	-		-	146,600,000	3.67	146,600,000	3.54
Other Shareholders	1,294,869,600	32.39	1,294,869,600	32.39	1,294,869,600	31.25
Total:
3,997,303,000	100	3,997,303,000	100	4,143,903,000	100

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Notes:

1. The Vendor is wholly and beneficially owned by Mr. Hoi Kin Hong. Mr. Hoi Kin Hong directly holds 28,465,000 Shares and Ms. Wong Lai Chan, the spouse of Mr. Hoi Kin Hong, directly holds 2,800,000 Shares as at the date of this announcement.
2. Sky Infinity Holdings Limited is owned by Seletar Limited and Serangoon Limited as nominee in trust for Credit Suisse Trust Limited, the trustee of The Sky Infinity Trust. Mr. Hoi Wa Fong is an executive Director and the settlor of The Sky Infinity Trust.
3. Each of Walong Holdings Limited and Mantong (HK) Trading Co., Ltd. is wholly and beneficially owned by Ms. Hoi Wa Fan, a non-executive Director.
4. Each of Mr. Xiao Qing Ping, Ms. Shih Sze Ni and Mr. Zhang Hong Feng is an executive Director. Ms. Shih Sze Ni is the spouse of Mr. Hoi Wa Fong.
5. It is assumed that there would be no other issue of new Shares and no repurchase of existing Shares before completion of the Subscription, and the Placing Shares have been placed to not less than six independent Placees. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after the completion of the Placing.
6. The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places.

The Placing and Subscription Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Subscription is subject to fulfillment of the conditions under the Placing and Subscription Agreement. As the Placing and/or the Subscription may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

Unless the context requires otherwise, the following expressions shall have the following meanings in this announcement:

"2019 AGM"	the annual general meeting of the Company held on 18 June
	2019 at which, among other things, a resolution for the grant
	of the General Mandate to the Directors was duly passed by
	the Shareholders
"acting in concert"	has the meaning ascribed to it under the Takeovers Code
"associate"	has the meaning ascribed to it under the Listing Rules
"BAML"	Merrill Lynch (Asia Pacific) Limited, incorporated in Hong
	Kong with limited liability and a registered institution
	under the SFO to conduct Type 1 (dealing in securities),
	Type 4 (advising on securities), Type 5 (advising on futures
	contracts) and Type 6 (advising on corporate finance)
	regulated activities, each as defined under the SFO

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"Board"	the board of Directors
"Business Day"	any day (excluding a Saturday, a Sunday or a public holiday)
	on which licensed banks in Hong Kong are open for business
	throughout their normal business hours
"CLSA"	CLSA Limited, incorporated in Hong Kong with limited
	liability and a registered institution under the SFO to conduct
	Type 1 (dealing in securities), Type 4 (advising on securities)
	and Type 7 (providing automated trading services) regulated
	activities, each as defined under the SFO
"Company"	Powerlong Real Estate Holdings Limited, a company
	incorporated in the Cayman Islands as an exempted company
	with limited liability, whose Shares are listed on the main
	board of the Stock Exchange
"connected person(s)"	has the same meaning as ascribed to it under the Listing
	Rules
"Credit Suisse"	Credit Suisse (Hong Kong) Limited, incorporated in Hong
	Kong with limited liability and a registered institution under
	the SFO to conduct Type 1 (dealing in securities), Type 2
	(dealing in futures contracts), Type 4 (advising on securities),
	Type 5 (advising on futures contracts), Type 6 (advising on
	corporate finance) and Type 9 (asset management) regulated
	activities, each as defined under the SFO
"Director(s)"	the director(s) of the Company
"Executive"	the Executive Director of the Corporate Finance Division of
	the Securities and Futures Commission or any delegate of the
	Executive Director
"General Mandate"	the general mandate granted to the Directors by a resolution
	of the Shareholders passed at the 2019 AGM to allot, issue
	and otherwise deal with securities of the Company not
	exceeding 20% of the total number of Shares in issue as at
	the date of the 2019 AGM
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

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"Last Trading Day"	14 October 2019, being the last trading day prior to the
	signing of the Placing and Subscription Agreement, which
	took place after trading hours
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Placee(s)"	professional, institutional or other investor(s) selected and
	procured by the Placing Agents to purchase the Placing
	Shares pursuant to the Placing and Subscription Agreement
"Placing"	the placing of the Placing Shares by the Placing Agents to
	the Placees at the Placing Price pursuant to the Placing and
	Subscription Agreement
"Placing Agents"	UBS, CLSA, BAML and Credit Suisse
"Placing and	the placing and subscription agreement entered into between
Subscription Agreement"	the Company, the Vendor and the Placing Agents dated 14
	October 2019 in respect of the Placing and the Subscription
"Placing Completion Date"	17 October 2019 (or such other time or date as the parties
	to the Placing and Subscription Agreement may agree in
	writing)
"Placing Price"	HK$5.40 per Placing Share
"Placing Shares"	146,600,000 existing Shares beneficially owned by
	the Vendor and to be sold pursuant to the Placing and
	Subscription Agreement
"PRC"	the People's Republic of China which, for the purpose of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Shares"	shares of par value of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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"Subscription"	the subscription of the Subscription Shares by the Vendor at
	the Subscription Price pursuant to the terms and conditions
	of the Placing and Subscription Agreement
"Subscription Price"	the price per Subscription Share payable by the Vendor,
	which price shall be the same as the Placing Price (being
	HK$5.40 per Subscription Share)
"Subscription Shares"	146,600,000 new Shares to be allotted and issued to the
	Vendor (equivalent to the number of the Placing Shares) by
	the Company under the Subscription
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers issued by the SFC
"UBS"	UBS AG Hong Kong Branch, being the Hong Kong branch
	of UBS AG, a company incorporated in Switzerland with
	limited liability and a registered institution under the SFO
	to conduct Type 1 (dealing in securities), Type 4 (advising
	on securities), Type 6 (advising on corporate finance), Type
	7 (providing automated trading services) and Type 9 (asset
	management) regulated activities, each as defined under the
	SFO
"Vendor"	Skylong Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability and is wholly-
	owned by Mr. Hoi Kin Hong
"%"	per cent
	By Order of the Board
	Powerlong Real Estate Holdings Limited
	Hoi Kin Hong
	Chairman
Hong Kong, 15 October 2019

As at the date of this announcement, the executive directors of the Company are Mr. Hoi Kin Hong, Mr. Hoi Wa Fong, Mr. Xiao Qing Ping, Ms. Shih Sze Ni Cecilia and Mr. Zhang Hong Feng; the non-executive director of the Company is Ms. Hoi Wa Fan; and the independent non-executive directors of the Company are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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