INSIDE INFORMATION: MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION

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.

ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1176) INSIDE INFORMATION: MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION

The Board is pleased to announce that, on 25 November 2016 (after trading hours), South Trend, a wholly-owned subsidiary of the Company, as the intended purchaser, and the Intended Vendor, entered into the MOU in relation to the Proposed Acquisition.

The Proposed Acquisition, if materialise, will constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Further announcement(s) will be made by the Company regarding the Proposed Acquisition as and when appropriate in compliance with the Listing Rules.

The Board would like to emphasise that no legally binding agreement in relation to the Proposed Acquisition has been entered into by the Group with any party as at the date of this announcement (save for certain provisions relating to confidentiality, exclusivity, conditions precedent and governing law under the MOU). As the Proposed Acquisition may or may not materialise, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

This announcement is made by Zhuguang Holdings Group Company Limited ("Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

* For identification purpose only

THE MOU

The board ("Board") of directors ("Directors") of the Company is pleased to announce that, on 25 November 2016 (after trading hours), South Trend Holdings Limited ("South Trend"), a wholly- owned subsidiary of the Company, as the intended purchaser, and a third party who is independent of the Company and its connected persons (as defined in the Listing Rules), as the intended vendor ("Intended Vendor"), entered into a memorandum of understanding ("MOU") in relation to the proposed acquisition of a parcel of land at Huangpu Avenue, Tianhe District, Guangzhou City, the People's Republic of China ("Subject Land"), or the entire equity interest of the company ("Subject Company") which, directly or indirectly, holds the entire interest of the land use right of the Subject Land ("Proposed Acquisition").

The Subject Land, with a site area of approximately 107,400 square meters and a gross floor area of approximately 360,000 square meters, has been conditionally approved for commercial use, and is intended to be developed into a commercial complex which comprises office buildings, shopping malls, apartments, carparks and certain buildings with public facilities.

Exclusivity

South Trend and the Intended Vendor agreed that from the date of the MOU to 30 June 2017, neither party may directly or indirectly, discuss, negotiate, or enter into any memorandum or any forms of agreement or arrangement with any third party in relation to the subject matter contemplated under the MOU (including but not limited to any matters with respect to the proposed acquisition of the Subject Land and/or the Subject Company).

Conditions Precedent

Completion of the Proposed Acquisition is conditional upon the following conditions being satisfied:

1. the entering into of the sale and purchase agreement ("SP Agreement") in relation to the Proposed Acquisition;

2. if South Trend elects to carry out the Proposed Acquisition by way of acquisition of the entire equity interest of the Subject Company, the Intended Vendor shall procure (to the satisfaction of South Trend) the completion and validation of the relevant reorganisation;

3. South Trend being satisfied with the results of the due diligence review against the Subject Land and/or the Subject Company;

4. South Trend having received (to its satisfaction) a valuation report in respect of the Subject Land from an independent valuer; and

5. such other conditions precedent as specified in the SP Agreement.

GENERAL

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Intended Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

The Proposed Acquisition, if materialise, will constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Further announcement(s) will be made by the Company regarding the Proposed Acquisition as and when appropriate in compliance with the Listing Rules.

The Board would like to emphasise that no legally binding agreement in relation to the Proposed Acquisition has been entered into by the Group with any party as at the date of this announcement (save for certain provisions relating to confidentiality, exclusivity, conditions precedent and governing law under the MOU). As the Proposed Acquisition may or may not materialise, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 25 November 2016

As at the date of this announcement, the Board comprises, Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman), Mr. Liao Tengjia (Chief Executive Officer), Mr. Huang Jiajue (Deputy Chairman), Mr. Chu Muk Chi (alias Mr. Zhu La Yi) and Ms. Ye Lixia as executive Directors, and Mr. Leung Wo Ping JP, Mr. Wong Chi Keung and Dr. Feng Ke as independent non- executive Directors.