Zhuguang : MAJOR TRANSACTION ACQUISITION OF ALL EQUITY INTEREST IN THE TARGET COMPANY

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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) MAJOR TRANSACTION ACQUISITION OF ALL EQUITY INTEREST IN THE TARGET COMPANY THE TRANSACTION

The Board is pleased to announce that on 29 March 2017, the Purchaser, an indirect wholly- owned subsidiary of the Company, entered into the Equity Transfer Agreement with the Vendors and the Target Company, pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Equity Interest, representing all equity interest in the Target Company, at the aggregate consideration of RMB1,812,214,000 (equivalent to approximately HK$2,046,533,270).

As at the date of the Equity Transfer Agreement, the Target Company is the owner of the Project Lands, the Development Rights and the Industrial Lands. It is a Condition Precedent that the Target Company will transfer the Industrial Lands to the Vendors prior to the Completion. Upon the Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company, and the Group will be the owner of the Project Lands and the Development Rights.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined under the Listing Rules) for the Transaction exceed 25% but less than 100%, the Transaction constitutes a major transaction of the Company and is subject to reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

* For identification purpose only

Pursuant to Rule 14.44 of the Listing Rules, written shareholders' approval may be accepted in lieu of holding a general meeting if (1) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Transaction; and (2) the written shareholders' approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at the general meeting to approve the Transaction.

So far as the Company is aware having made all reasonable enquiries, no Shareholder is required to abstain from voting at the general meeting of the Company for the approval of the Transaction. The Company has obtained a written approval from Rong De Investments Limited, which holds 3,779,299,289 Shares, representing approximately 58.83% of the issued share capital of the Company as at the date of this announcement, in lieu of an approval from the Shareholders at the general meeting of the Company pursuant to Rule 14.44 of the Listing Rules.

A circular which contains, among other things, further details of the Transaction and information required under the Listing Rules will be despatched to the Shareholders for their information. As the Company will require additional time to prepare the circular, and in particular, the valuation report in respect of the Project Lands to be contained therein, it is expected that the circular will be despatched to the Shareholders on or before 15 May 2017.

The Board is pleased to announce that on 29 March 2017, the Purchaser, an indirect wholly- owned subsidiary of the Company, entered into the Equity Transfer Agreement with the Vendors and the Target Company, pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Equity Interest, representing all equity interest in the Target Company, at the aggregate consideration of RMB1,812,214,000 (equivalent to approximately HK$2,046,533,270).

Principal terms of the Equity Transfer Agreement are set out below.

THE EQUITY TRANSFER AGREEMENT Date

29 March 2017

Parties

(i)	Purchaser :	Xianghe County Yijing Property Development Company Limited* ( 香河縣逸景房地產開發有限公司), a wholly
foreign owned enterprise established in the PRC and an indirect
wholly-owned subsidiary of the Company
(ii)	Vendors :	Mr. Tong Dexin* (佟德新); who owns 50% of the equity interest in the Target Company as at the date of the Equity
Transfer Agreement; and
Mr. Tong Demin* (佟德珉), who owns 50% of the equity interest in the Target Company as at the date of the Equity
Transfer Agreement

(iii) Target Company : Xianghe Jingang Real Estate Development Company Limited*

( 香河金港房地產開發有限公司 ), a private enterprise established in the PRC

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of the Vendors, the Target Company and its ultimate beneficial owners (who are the Vendors) are third parties independent of the Company and its connected persons (as defined in the Listing Rules) as at the date of the Equity Transfer Agreement.

Assets to be acquired

Pursuant to the Equity Transfer Agreement, the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Equity Interest, representing all equity interest in the Target Company.

As at the date of the Equity Transfer Agreement, the Target Company is the owner of:

1. the Project Lands comprising:

2. a parcel of residential land located at the north of Planned S2 Road* (規劃S2路) and the west of Yongtai Road* (永泰路), Langfang City (廊坊市), Hebei Province, the PRC, with a site area of 30,971.20 square metres ("Project Land A"); and

3. a parcel residential land located at the north of Planned S2 Road* (規劃S2路) and the east of Planned E4 Road* (規劃E4路), Langfang City (廊坊市), Hebei Province, the PRC, with a site area of 58,906.54 square metres ("Project Land B");

4. the Development Rights comprising:

5. the contractual right to conduct the demolition and renovation works for the Zhouyuanshafa Accessories Market* (周元沙發材料市場) pursuant to the agreement entered into between the Target Company and the Xinkai Sub-district office of the Xianghe County* (香河縣新開街道辦事處);

6. the contractual right to conduct the zone planning, resettlement and development works for Xutai Village* (許台村), Jinxinzhuang Village* (金辛莊鄉) and Cuokou Village* (矬口村) pursuant to the Development Memorandum in relation to Xutai, Jinxinzhuang and Cuokou Villages* (關於許台、金辛莊、矬口村街開發意向書) entered into between the Target Company and the People's Government of Shuyang Town of the Xianghe County* (香河縣淑陽鎮人民政府); and

7. the Industrial Lands comprising two parcels of industrial land which will be transferred by the Target Company to the Vendors prior to the Completion.

Each of the Project Lands is currently held for future development and planned to be developed into a residential complex with residential properties, shopping mall and recreational facilities with a total GFA of approximately 224,694 square metres.

As at the date of the Equity Transfer Agreement, the land use rights over Project Land A have been mortgaged by the Target Company (the "Project Land Mortgage") as security for the repayment of certain indebtedness of the Target Company. It is a Condition Precedent that such mortgage will be discharged and released prior to Completion.

Conditions Precedent

Completion of the Transaction shall be conditional upon the satisfaction of the following Conditions Precedent:

1. the Purchaser shall have conducted a due diligence review over the legal status, business operation, assets and liabilities of the Target Company within 7 days following the payment of the Deposit into a Joint Account, and the Purchaser is satisfied with the results of such due diligence review;

2. the Vendors shall have provided an equity pledge (the "Equity Pledge"), within 2 days following the completion of the due diligence review to the satisfaction of the Purchaser, over the Sale Equity Interest in favour of the Purchaser as security for the Vendors' performance of their obligations under the Equity Transfer Agreement, and such Equity Pledge shall have been registered with the relevant PRC government authorities;

3. the Vendors shall have released or discharged or procured the release or discharge of the Project Land Mortgage within 10 business days from the date on which the Deposit is deemed to have been released to the Vendors; and

4. the Target Company shall have transferred the Industrial Lands to the Vendors (the "Reorganisation Land Transfer") within 40 business days from the date on which the Deposit is deemed to have been released to the Vendors.

If (i) the Vendors and/or the Target Company fails to fulfil any of their Conditions Precedent within 60 days from the stipulated time; or (ii) the Purchaser is not satisfied with the due diligence results, the Purchaser shall have the right to terminate the Equity Transfer Agreement; and the Vendors are required to refund in full all amounts paid by the Purchaser including the Deposit.

As at the date of the Equity Transfer Agreement, the Company has received the written approval dated 29 March 2017 provided by Rong De Investments Limited to the Company in respect of the Transaction.