Zhuguang : RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE - ADJUSTMENT TO STRIKE PRICE OF WARRANTS AS A RESULT OF RIGHTS ISSUE

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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) RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE - ADJUSTMENT TO STRIKE PRICE OF WARRANTS AS A RESULT OF RIGHTS ISSUE

Reference is made to the announcement ("Announcement") of Zhuguang Holdings Group Company Limited ("Company") dated 17 October 2016. Unless otherwise stated, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

Pursuant to the warrant instrument dated 17 July 2014 executed by way of a deed poll under seal of the Company as amended and supplemented from time to time in relation to the 2014 Warrants and the warrant instrument dated 14 October 2016 executed by way of a deed poll under seal of the Company as amended and supplemented from time to time in relation to the 2016 Warrants, if and whenever the Company shall offer to holders of Shares new Shares for subscription by way of rights at a price per new Share which is less than 95 per cent. (95%) of the market price (i.e. being average of the closing prices of one Share on the Stock Exchange in respect of dealings in board lots for the five (5) consecutive trading days immediately before the date of the Announcement) at the date of the Announcement, the strike price shall be adjusted by multiplying the strike price in force immediately before the date of the Announcement by the following fraction:

A + B C

* For identification purpose only

where:

A = the number of Shares in issue immediately before the date of the Announcement;

B = the number of Shares which the aggregate of the amount (if any) payable for the rights and of the amount payable for the total number of new Shares comprised therein would purchase at such market price; and

C = the number of Shares in issue immediately before the date of the Announcement plus the aggregate number of Shares offered for subscription or comprised in the rights.

Such adjustment shall become effective (if appropriate, retroactively) from the commencement of the day next following the Record Date (i.e. effective from 15 November 2016).

Therefore, with effect from 15 November 2016, the initial strike price of the 2014 Warrants (i.e. HK$2.3778) and the initial strike price of the 2016 Warrants (HK$1.9995) would be adjusted to HK$2.1464 and HK$1.8049 respectively as a result of the Rights Issue. The Directors have engaged PricewaterhouseCoopers, the auditor of the Company, to perform certain agreed upon procedures with respect to the calculations of the adjustments that have been made to the initial strike prices of the Warrants as a result of the Rights Issue. As a result of the adjustment to the initial strike prices of the Warrants mentioned above, the maximum number of Shares to be issued upon the full exercise of the subscription rights attached to the 2014 Warrants ("2014 Warrants Shares") will increase by 14,145,946 Shares ("Additional 2014 Warrants Shares") from 131,213,726 Shares to 145,359,672 Shares while the maximum number of Shares to be issued upon the full exercise of the subscription rights attached to the 2016 Warrants will increase by 25,866,520 Shares from 239,909,977 Shares to 265,776,497 Shares. As the 2014 Warrants Shares will be issued pursuant to the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2014 ("2014 General Mandate"), application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Additional 2014 Warrants Shares. The maximum number of new Shares which can be issued under the 2014 General Mandate is 847,573,680 Shares and the Company has only allotted and issued 580,444,533 consideration shares on 23 December 2014 pursuant to the 2014 General Mandate. Accordingly, the 2014 General Mandate is sufficient to cover the 2014 Warrants Shares, including the Additional 2014 Warrants Shares.

On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 14 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.