Zhuguang : CHANGE OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

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ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1176) CHANGE OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

The Board announces that, with effect from 17 March 2017:

1. Mr. Liao Tengjia, an executive Director and the CEO, has resigned as the CEO and has been appointed as the Deputy Chairman; and

2. Mr. Liu Jie has been appointed as executive Director and the CEO.

CHANGE OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

The board ("Board") of directors ("Directors", and each, a "Director") of Zhuguang Holdings Group Company Limited ("Company", together with its subsidiaries, the "Group") wishes to announce the following changes of important executive functions of the Company with effect from 17 March 2017:

1. Mr. Liao Tengjia ("Mr. Liao"), an executive Director and the chief executive officer of the Company ("CEO"), has resigned as the CEO and has been appointed as a deputy chairman of the Company ("Deputy Chairman"); and

2. Mr. Liu Jie ("Mr. Liu") has been appointed as executive Director and the CEO.

* For identification purpose only

Mr. Liao has confirmed that he has no disagreement with the Company and the Board, and that there are no other matters relating to his resignation as the CEO that need to be brought to the attention of the shareholders of the Company ("Shareholders").

Mr. Liao

Mr. Liao Tengjia, aged 53, has been appointed as an executive Director with effect from September 2009 and was the chairman of the Company from September 2009 to December 2013. Mr. Liao was appointed as the CEO in August 2015. Mr. Liao is a shareholder and the sole director of Rong De Investments Limited ("Rong De"), a controlling Shareholder (having the meaning ascribed to it in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")), and a director of a number of subsidiaries of the Company. Mr. Liao has over 10 years of management experience in the property development industry in the People's Republic of China ("PRC").

Save as disclosed above, as at the date of this announcement, Mr. Liao did not (i) have any relationship with any Director, senior management, substantial or controlling Shareholders (having the meaning ascribed to them in the Listing Rules) of the Company; and (ii) hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the date of this announcement, save that Mr. Liao was interested in 3,779,299,289 shares of the Company ("Shares"), held through Rong De, which was owned as to 36% by Mr. Liao, Mr. Liao was not interested in any Shares within the meaning of Part XV of the Securities and Futures Ordinance ("SFO") (Cap.571 of the Laws of Hong Kong).

Mr. Liao has entered into a letter of appointment and service contract with the Company. Mr. Liao has no fixed term of service with the Company but his appointment is terminable by either party by giving three months' written notice. Mr. Liao is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the bye-laws of the Company and applicable rules and laws. Pursuant to Mr. Liao's service contract with the Company, Mr. Liao is entitled to a director's remuneration of RMB2,000,000 per annum, which was determined based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Liao as the Deputy Chairman that need to be brought to the attention of the Shareholders.

Mr. Liu Jie

Mr. Liu Jie, aged 53, obtained a degree of Bachelor of Science from 廣州師範學院 (in English, for identification purpose only, Guangzhou Teachers College) (now known as Guangzhou University) in 1985. Mr. Liu was a Deputy Mayor (副區長) of the People's Government of Haizhu District of Guangzhou Municipality of the PRC (廣州市海珠區人民政府) from November 2006 to April 2015 and the Mayor (區長) of the People's Government of Liwan District of Guangzhou Municipality of the PRC (廣州市荔灣區人民政府) from April 2015 to September 2016. Mr. Liu has over 10 years of experience in administrative and operation management in the PRC.

Save as disclosed above, as at the date of this announcement, Mr. Liu did not (i) have any relationship with any Director, senior management, substantial or controlling Shareholders (having the meaning ascribed to them in the Listing Rules) of the Company; and (ii) hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the date of this announcement, Mr. Liu did not have any interests in Shares within the meaning of Part XV of the SFO.

Mr. Liu has entered into a letter of appointment and service contract with the Company. Mr. Liu has no fixed term of services with the Company but his appointment is terminable by either party by giving three months' written notice. Mr. Liu is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the bye-laws of the Company and applicable rules and laws. Pursuant to Mr. Liu's service contract with the Company, Mr. Liu is entitled to a director remuneration of RMB3,000,000 per annum, which was determined based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Liu as the CEO that need to be brought to the attention of the Shareholders.

On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 17 March 2017

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