Zhuguang : PROPOSED RIGHTS ISSUE OF NOT LESS THAN 1,606,104,312 RIGHTS SHARES AND NOT MORE THAN 1,729,812,213 RIGHTS SHARES AT HK$0.8 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE

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.

ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1176) PROPOSED RIGHTS ISSUE OF NOT LESS THAN 1,606,104,312 RIGHTS SHARES AND NOT MORE THAN 1,729,812,213 RIGHTS SHARES AT HK$0.8 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE Underwriter PROPOSED RIGHTS ISSUE

The Board proposes to implement the Rights Issue on the basis of one (1) Rights Share for every three (3) Shares held on the Record Date at the Subscription Price of HK$0.8 per Rights Share to raise not less than approximately HK$1,285 million before expenses (assuming no further issue or repurchase of Shares on or before the Record Date) and not more than approximately HK$1,384 million before expenses (assuming no further issue or repurchase of Shares, other than as a result of the issue of Shares upon exercise of subscription rights attached to the Warrants in full, on or before the Record Date) by issuing not less than 1,606,104,312 Rights Shares to not more than 1,729,812,213 Rights Shares to the Qualifying Shareholders.

* For identification purpose only

The estimated net proceeds from the Rights Issue will be not less than approximately HK$1,249 million (assuming no further issue or repurchase of Shares on or before the Record Date) and not more than approximately HK$1,348 million (assuming no further issue or repurchase of Shares, other than as a result of the issue of Shares upon exercise of subscription rights attached to the Warrants in full, on or before the Record Date), which are currently intended to be used for funding (i) potential acquisition of the Group of a company which owns the land use right to a parcel of land in Guangzhou, the PRC, as referred to in the circular of the Company dated 23 September 2016; and (ii) potential acquisition(s) of other property development projects of the Group.

After trading hours on 17 October 2016, the Company and the Underwriter entered into the Underwriting Agreement. As one of the conditions precedent to the obligations of the Underwriter to underwrite the Underwritten Shares under the Underwriting Agreement, the Company has obtained the Rong De Undertaking in relation to, among others, the acceptance of the Committed Shares by Rong De. The Rights Issue (other than the Committed Shares which Rong De has agreed to apply for under the Rights Issue) will be fully underwritten by the Underwriter. Details of the Underwriting Arrangement are set out in the paragraph headed "Underwriting Agreement" in this announcement.

IMPLICATIONS UNDER THE LISTING RULES

As the proposed Rights Issue will not increase the issued share capital or the market capitalisation of the Company by more than 50%, the Rights Issue is not subject to the approval of the Shareholders.

The Company will send the Prospectus Documents to the Qualifying Shareholders only. The Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Prospectus Posting Date. Subject to the advice of the Company's legal advisers in the relevant jurisdictions and to the extent reasonably practicable, the Prospectus (without the PAL and EAF) will be despatched to the Excluded Shareholders for their information only.

WARNING OF THE RISK OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES Shareholders and potential investors should note that the Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. Shareholders should note that the Shares will be dealt in on an ex-rights basis commencing from Thursday, 3 November 2016 and that dealing in the Shares will take place while the conditions to which the Underwriting Agreement are subject remain unfulfilled. Any Shareholder or other person dealing in the Shares up to the date on which all conditions to which the Rights Issue is subject are fulfilled (which is expected to be on 4:00 p.m. on Friday, 2 December 2016), will accordingly bear the risk that the Rights Issue cannot become unconditional and may not proceed. Any Shareholder or other person contemplating any dealings in the Shares and/or nil-paid Rights Shares, who is in any doubt about their position, is recommended to consult their own professional advisers. PROPOSED RIGHTS ISSUE

After the trading hours on 17 October 2016, the Company and the Underwriter entered into the Underwriting Agreement in respect of the proposed Rights Issue.

Issue statistics

Basis of the Rights Issue : One (1) Rights Share for every three (3) Shares held

on the Record Date

Number of Shares in issue as : 4,818,312,935 Shares at the date of this announcement

Number of Shares expected to be : 4,818,312,935 Shares (assuming no further issue or in issue as at the Record Date repurchase of Shares on or before the Record Date)

Number of Rights Shares : Not less than 1,606,104,312 Rights Shares (Note 1) and

not more than 1,729,812,213 Rights Shares (Note2)

Aggregate nominal value of : Not less than HK$160,610,431.20 (Note 1) and the Rights Shares to be issued not more than HK$172,981,221.30 (Note2)

Subscription Price : HK$0.8 per Rights Share

Enlarged issued share capital of : Not less than HK$642,441,724.70 comprising the Company upon completion 6,424,417,247 Shares (Note 1) and not more than of the Rights Issue HK$691,924,885.20 comprising 6,919,248,852

Shares (Note 2)

Funds raised before expenses : Not less than approximately HK$1,285 million (Note 1) and

not more than approximately HK$1,384 million (Note2)

Notes:

1. Calculated and based on the assumption that there is no further issue or repurchase of Shares from the date of this announcement up to and including the Record Date.

2. Calculated and based on the assumption that there is no further issue or repurchase of Shares, other than as a result of the issue of Shares upon exercise of subscription rights attached to the Warrants in full, from the date of this announcement up to and including the Record Date.

As at the date of this announcement, there are (i) outstanding 2014 Warrants entitling the holders thereof to subscribe for 131,213,727 Shares, based on the initial strike price of HK$2.3778; and (ii) outstanding 2016 Warrants entitling the holders thereof to subscribe for 239,909,977 Shares, based on the initial strike price of HK$1.9995. Save as disclosed above, the Company does not have any pre-existing obligation to issue Shares or any outstanding warrants, share options, derivatives or securities which are convertible or exchangeable into Shares as at the date of this announcement.

The Rights Shares

Assuming that there is no further issue or repurchase of Shares from the date of this announcement up to and including the Record Date, a total number of 1,606,104,312 Rights Shares will be allotted and issued upon completion of the Rights Issue, representing:

1. approximately 33.33% of the existing issued share capital of the Company; and

2. approximately 25.00% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares.

Assuming that there is no further issue or repurchase of Shares, other than as a result of the issue of Shares upon exercise of subscription rights attached to the Warrants in full, from the date of this announcement up to and including the Record Date, not more than 1,729,812,213 Rights Shares will be allotted and issued upon completion of the Rights Issue, such maximum number of Rights Shares represents:

1. approximately 35.90% of the existing issued share capital of the Company; and

2. 25% of the issued share capital of the Company as enlarged by the issue of the Rights Shares and the issue of Shares upon exercise of the subscription rights attached to the Warrants in full.

Qualifying Shareholders

The Company will send the Prospectus Documents to the Qualifying Shareholders and the Prospectus, for information only, to the Excluded Shareholders on the Prospectus Posting Date. To qualify for the Rights Issue, a Shareholder must:

1. be registered as a member of the Company at the close of business on the Record Date; and

2. not be an Excluded Shareholder.