Powerlong Real Estate : PROPOSED SPIN-OFF AND SEPARATE LISTING OF POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED GLOBAL OFFERING AND FINAL OFFER PRICE

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration under the United States Securities Act of 1933, as amended (the "US Securities Act"). 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, its management, as well as financial statements. The securities described herein have not been and will not be registered under the U.S. Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

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)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF

POWERLONG COMMERCIAL MANAGEMENT HOLDINGS LIMITED

ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED

GLOBAL OFFERING AND FINAL OFFER PRICE

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APPLICATION AND ALLOCATION OF THE GLOBAL OFFERING

Please refer to the announcement published by Powerlong Commercial Management on its website at www.powerlongcm.comand the website of the Stock Exchange at www.hkexnews.hkon 27 December 2019 for information in respect of, among other things, the application and allocation of the Global Offering.

THE FINAL OFFER PRICE

The final offer price for Powerlong Commercial Management Shares in the Global Offering is HK$9.50 per Powerlong Commercial Management Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

The Proposed Spin-off is subject to, among others, the approval of the Listing Committee for the listing of, and permission to deal in, the Powerlong Commercial Management Shares, the final decision of the Board and of the board of directors of Powerlong Commercial Management, which are dependent upon, among others, market conditions and other considerations. Accordingly, the Proposed Spin-off may or may not occur. Shareholders and other investors should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Preferential Offering will not proceed. Shareholders and other investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

INTRODUCTION

Reference is made to the announcements of the Company dated 20 August 2019, 25 November 2019, 28 November 2019, 6 December 2019 and 16 December 2019 (the "Announcements") in relation to the Proposed Spin-off. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

APPLICATION AND ALLOCATION OF THE GLOBAL OFFERING

Please refer to the announcement published by Powerlong Commercial Management on its website at www.powerlongcm.comand the website of the Stock Exchange at www.hkexnews.hkon 27 December 2019 for information in respect of, among other things, the application and allocation of the Global Offering.

THE FINAL OFFER PRICE

The final offer price for the Powerlong Commercial Management Shares in the Global Offering is HK$9.50 per Powerlong Commercial Management Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

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INTERNATIONAL UNDERWRITING AGREEMENT

On 22 December 2019, the International Underwriting Agreement was entered into by, among others, Powerlong Commercial Management and the International Underwriters.

Under the International Underwriting Agreement, the International Underwriters have agreed, subject to certain conditions set out therein, to subscribe for or purchase, or procure subscribers or purchasers to subscribe for or purchase, the Powerlong Commercial Management Shares being offered pursuant to the International Offering at the final offer price of HK$9.50 per Powerlong Commercial Management Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

In addition, under the International Underwriting Agreement, Powerlong Commercial Management has granted to the International Underwriters the Over-allotment Option pursuant to which Powerlong Commercial Management may be required to allot and issue up to 22,500,000 additional Powerlong Commercial Management Shares, representing approximately 15% of the Powerlong Commercial Management Shares initially available under the Global Offering, at the final offer price to cover over-allocations in the International Offering, if any.

LISTING DATE

Assuming completion of the Global Offering occurs in accordance with the current timetable,

1. Powerlong Commercial Management is expected to be listed on the Main Board of the Stock Exchange on 30 December 2019 and (ii) the Powerlong Commercial Management Shares are expected to commence dealing on the Main Board of the Stock Exchange at 9:00 a.m. on 30 December 2019. The Powerlong Commercial Management Shares will be traded in board lots of 500 Powerlong Commercial Management Shares each and the stock code is 9909.

GENERAL

The Global Offering (including the Preferential Offering) is subject to, among other things,

1. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Powerlong Commercial Management Shares; and (ii) the obligations of the Underwriters under the Hong Kong Underwriting Agreement and the International Underwriting Agreement becoming unconditional and not having been terminated in accordance with the terms of the respective agreements.

The Proposed Spin-off is subject to, among others, the approval of the Listing Committee for the listing of, and permission to deal in, the Powerlong Commercial Management Shares, the final decision of the Board and of the board of directors of Powerlong Commercial Management, which are dependent upon, among others, market conditions and other considerations. Accordingly, the Proposed Spin-off may or may not occur. Shareholders and other investors should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. If the Proposed Spin-off does not proceed for any reason, the Preferential Offering will not proceed. Shareholders and other investors are reminded to exercise caution when dealing in the securities of the Company. Persons who are in doubt about their position or any action to be taken are recommended to consult their own professional advisers.

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Further announcement(s) will be made by the Company in relation to the Proposed Spin-off and the Global Offering as and when appropriate.

By order of the Board

Powerlong Real Estate Holdings Limited

Hoi Kin Hong

Chairman and Executive Director

Hong Kong, 27 December 2019

As at the date of this announcement, the executive Directors 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 is Ms. Hoi Wa Fan; and the independent non-executive Directors are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.

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