THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Agile Group Holdings Limited, you should at once hand this circular and accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

PROPOSALS ON

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Harbour View Ballroom, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 12 May 2021 at 2:30 p.m. is set out in Appendix III to this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing development of the epidemic caused by novel coronavirus (''COVID-19''), the following precautionary measures at the AGM will be implemented include without limitation:

  1. body temperature checks at the entrance of Four Seasons Hotel Hong Kong;
  2. no entry to the AGM venue by any Shareholder who has any symptom of COVID-19 or is under quarantine order by the Hong Kong Government;
  3. wearing of surgical mask throughout the AGM is mandatory and no surgical mask will be provided to the Shareholders; and
  4. no refreshment and corporate gifts will be distributed to the Shareholders at the AGM.

12 April 2021

CONTENTS

Page

Precautionary measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Definitions . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

2.

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

3.

Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

4.

Share Issue Mandate and its Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

5.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

6.

Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

7.

AGM

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

8.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix I

- Particulars of Retiring Directors subject to Re-election . . . . . . . . . . .

9

Appendix II

- Explanatory Statement on Share Repurchase Mandate . . . . . . . . . . .

13

Appendix III

- Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

- i -

PRECAUTIONARY MEASURES FOR THE AGM

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing development of the epidemic caused by COVID-19, the following precautionary measures at the AGM will be implemented for the Shareholders, staff and stakeholders:

  1. body temperature checks at the entrance of Four Seasons Hotel Hong Kong;
  2. no entry to the AGM venue by any Shareholder who has any symptom of COVID-19 or is under quarantine order by the Hong Kong Government;
  3. wearing of surgical mask throughout the AGM is mandatory and no surgical mask will be provided to the Shareholders;
  4. no refreshment and corporate gifts will be distributed to the Shareholders at the AGM; and
  5. any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong Government and/or regulatory authorities, or as considered appropriate in light of the development of COVID-19.

In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of the COVID-19, the Shareholders are asked (a) to consider carefully the risk of attending the AGM which is to be held in an enclosed environment; (b) to follow any requirements or guidelines of the Hong Kong Government relating to COVID-19 in deciding whether or not to attend the AGM; and (c) not to attend the AGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

The Shareholders may consider to appoint the chairman of the AGM as their proxy to vote on the resolutions to be tabled at the AGM as an alternative to attending the AGM in person. A copy of the proxy form is available for downloading and use at the respective websites of the Company at www.agile.com.cn and the Stock Exchange at www.hkex.com.hk.

Due to the constantly evolving COVID-19 situation in Hong Kong, the Shareholders are urged to view the respective websites of the Company and the Stock Exchange for future announcements on the arrangement of the AGM, if any.

- 1 -

the annual general meeting of the Company to be held at Harbour View Ballroom, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 12 May 2021 at 2:30 p.m.;
the notice of AGM set out in Appendix III to this circular; the articles of association of the Company;
A-LivingSmart City Services Co., Ltd.^ (雅生活智慧城市 服務股份有限公司) (formerly known as A-LivingServices Co., Ltd.^ (雅居樂雅生活服務股份有限公司)), a joint stock company incorporated in the PRC with limited liability, the H shares of which are listed on the Main Board of the Stock Exchange (stock code: 3319), and an indirect non-whollyowned subsidiary of the Company;
the board of Directors of the Company;
a family trust established by Top Coast as former trustee and the beneficiaries of which are the Founding Shareholders;
The People's Republic of China, which for the purpose of this circular, shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan region;
Agile Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;
the directors of the Company;
Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam, who are the Directors;
Full Choice Investments Limited, a company incorporated in Hong Kong with limited liability on 8 August 2016, being the current trustee of the Chen's Family Trust;
Gold Bauhinia Star;
the Company and its subsidiaries;
Hong Kong dollar(s), the lawful currency of Hong Kong;
- 2 -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''AGM''

''AGM Notice''

''Articles of Association'' ''A-Living''

''Board''

''Chen's Family Trust''

''China'' or ''PRC''

''Company''

''Director(s)''

''Founding Shareholders''

''Full Choice''

''GBS'' ''Group'' ''HK$''

DEFINITIONS

''Hong Kong''

Hong Kong Special Administrative Region of the PRC;

''JP''

Justice of the Peace;

''Latest Practicable Date''

31 March 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein;

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange;

''OBE''

Officer of British Empire;

''RMB''

Renminbi, the lawful currency of the PRC;

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

''Share(s)''

ordinary share(s) of HK$0.10 each in the share capital of

the Company (or of such other nominal amount as shall

result from a sub-division, consolidation, reclassification or

reconstruction of the share capital of the Company from

time to time);

''Share Issue Mandate''

a general mandate to the Directors to exercise the power of

the Company to offer, allot and issue, grant options over or

otherwise dispose of the unissued Shares in the capital of

the Company of up to 20% of the aggregate nominal value

of the entire issued share capital of the Company as at the

date of passing of the ordinary resolution described in

paragraph 9.B. (as modified by paragraph 9.C.) of the AGM

Notice;

''Share Repurchase Mandate''

a general mandate to the Directors to exercise the power of

the Company to repurchase Shares with an aggregate

nominal value of up to 10% of the aggregate nominal value

of the entire issued share capital of the Company as at the

date of passing the ordinary resolution described in

paragraph 9.A. of the AGM Notice;

''Share Repurchase Rules''

the relevant rules set out in the Listing Rules to regulate the

repurchase by companies with primary listing of their own

securities on the Stock Exchange;

''Shareholder(s)''

the holder(s) of Shares;

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

- 3 -

DEFINITIONS

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs;

''Top Coast''

Top Coast Investment Limited, a company incorporated in

the British Virgin Islands with limited liability on 17 May

2005, being the former trustee of the Chen's Family Trust;

and

''%''

per cent.

  • for identification purpose only

- 4 -

LETTER FROM THE BOARD

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

Directors:

Registered office:

Mr. Chen Zhuo Lin* (Chairman and President)

Cricket Square

Mr. Chan Cheuk Yin** (Vice Chairperson)

Hutchins Drive

Madam Luk Sin Fong, Fion** (Vice Chairperson)

P.O. Box 2681

Mr. Chan Cheuk Hung*

Grand Cayman KY1-1111

Mr. Huang Fengchao*

Cayman Islands

Mr. Chen Zhongqi*

Mr. Chan Cheuk Hei**

Principal place of office in the PRC:

Mr. Chan Cheuk Nam**

33rd Floor, Agile Center

Dr. Cheng Hon Kwan# GBS, OBE, JP

26 Huaxia Road

Mr. Kwong Che Keung, Gordon#

Zhujiang New Town

Mr. Hui Chiu Chung, Stephen# JP

Tianhe District, Guangzhou

Mr. Wong Shiu Hoi, Peter#

Guangdong Province

PRC

* Executive Directors

Postal Code: 510623

** Non-executive Directors

# Independent Non-executive Directors

Principal place of business in Hong Kong:

18th Floor

Three Pacific Place

1 Queen's Road East

Hong Kong

12 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS ON

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the information reasonably necessary to enable you to make a decision on whether to vote for or against the resolutions to be proposed at the AGM in relation to, among other matters, (i) the reelection of retiring Directors and (ii) the granting of the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate to the Directors.

- 5 -

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 87 of the Articles of Association, Mr. Chen Zhuo Lin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Nam and Dr. Cheng Hon Kwan shall retire as Directors at the AGM and, being eligible, have offered themselves for re-election at the AGM.

Particulars of Mr. Chen Zhuo Lin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Nam, and Dr. Cheng Hon Kwan, are set out in Appendix I to this circular.

3. SHARE REPURCHASE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Share Repurchase Mandate, details of which are set out in paragraph 9.A. of the AGM Notice. The Shares which may be repurchased pursuant to the Share Repurchase Mandate is up to 10% of the aggregate nominal value of the entire issued share capital of the Company at the date of passing the resolution approving the Share Repurchase Mandate. The Share Repurchase Mandate shall be exercisable during the period from the date of passing of the ordinary resolution of the Shareholders set out in paragraph 9.A. of the AGM Notice until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and (iii) the date on which the authority set out in the ordinary resolution of the Shareholders set out in paragraph 9.A. of the AGM Notice is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required under the Share Repurchase Rules, containing all relevant information relating to the Share Repurchase Mandate, is set out in Appendix II to this circular. The information in the explanatory statement provides information reasonably necessary to enable the Shareholders to make an informed decision in relation to the proposed ordinary resolution of the Shareholders set out in paragraph 9.A. of the AGM Notice to grant to the Directors the Share Repurchase Mandate.

4. SHARE ISSUE MANDATE AND ITS EXTENSION

At the AGM, an ordinary resolution will also be proposed to grant to the Directors the Share Issue Mandate. In addition, a further resolution will be proposed to authorise an extension of the Share Issue Mandate by adding to the aggregate nominal value of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate being the aggregate nominal value of the Shares repurchased under the Share Repurchase Mandate, if granted.

The Share Issue Mandate and the extension of the Share Issue Mandate shall be exercisable during the period from the date of passing of the ordinary resolutions of the Shareholders set out in paragraphs 9.B. and 9.C. of the AGM Notice until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and (iii) the date on which the

- 6 -

LETTER FROM THE BOARD

authority set out in the ordinary resolutions of the Shareholders set out in paragraphs 9.B. and 9.C. of the AGM Notice is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in paragraphs 9.B. and 9.C. of the AGM Notice.

5. RECOMMENDATION

The Directors consider that the re-election of the retiring Directors, the granting of the Share Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions as set out in the AGM Notice.

6. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

7. AGM

AGM Notice is set out in Appendix III to this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions to be proposed at the AGM will be voted by poll.

- 7 -

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board

Agile Group Holdings Limited

CHEN Zhuo Lin

Chairman and President

- 8 -

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS

SUBJECT TO RE-ELECTION

This appendix sets out the particulars of the retiring Directors subject to re-election at the AGM:

Mr. CHEN Zhuo Lin (陳卓林), aged 59, is the Chairman of the Board and the President of the Company. Mr. Chen is the founder of the Group. He has been the Chairman of the Board and an executive Director since August 2005 and a President of the Company since March 2014. Mr. Chen is also a director of certain subsidiaries of the Company. Mr. Chen has over 28 years of extensive experience in real estate development and management. He is mainly responsible for the formulation of development strategies, directions on the operations and management of overall business, decision-making on investment projects, setting the goal of the financial year for the Group and maintaining the relationship between the Group and the Shareholders. Mr. Chen received several honourary awards, including ''World Outstanding Chinese Award (世界傑出華人獎)'', ''Top 30 Chinese Philanthropist in 30 Years of Reform (改革開放30年，華人慈善30人)'', ''China Philanthropy Outstanding Contribution Individual Award (中華慈善突出貢獻人物獎)'', ''Top 10 Persons of the Year for China Enterprise Management Excellence Award (中國企業十大卓越管理年度人物)'', ''Year of the People in Education of Zhongshan (中山教育年度人物)'' and ''Honourary Resident in Zhongshan (中山 市榮譽市民)''. For public services, Mr. Chen serves as an executive vice chairperson of the 5th China Federation of Overseas Chinese Entrepreneurs (中國僑商聯合會), an executive director of the 5th China Overseas Friendship Association (中華海外聯誼會), an honourary vice president of Chinese Language and Culture Education Foundation of China (中國華文教 育基金會), an honourary chairperson of the 4th Council of Sun Yat-sen Foundation (孫中山基 金會), an executive vice chairperson of the 5th Council of Guangdong Overseas Chinese Enterprises Association (廣東省僑商投資企業協會), an executive chairperson of the 4th Council of Guangdong Real Estate Chamber of Commerce (廣東省地產商會), the chairperson of the Bureau of Friends of Hong Kong Association Development Foundation, the vice president of New Home Association, the vice chairperson of the 5th Zhongshan Overseas Chinese Commercial Association (中山市僑資企業商會) and a special counsellor of Our Hong Kong Foundation. Mr. Chen is the brother of Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam and also the spouse of Madam Luk Sin Fong. Fion. Mr. Chen is a director of each of Top Coast and Full Choice.

Mr. Chen did not hold any directorship in other listed public companies in the past three years. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Chen is interested in (1) 2,453,096,250 Shares held by Full Choice as trustee of the Chen's Family Trust through Top Coast; (2) 88,274,000 Shares held by him; (3) 42,298,000 Shares held by certain companies wholly-owned by him; (4) 14,276,250 Shares held by certain companies jointly held by him and his spouse; (5) 721,256,750 H shares of A-Living indirectly held by the Company; and (6) all 2 issued shares of Top Coast (Top Coast is wholly-owned by Full Choice which is jointly owned by Mr. Chen and Mr. Chan Cheuk Yin).

Mr. Chen has entered into a service agreement dated 14 May 2018 with the Company for a term of three years commencing from 14 May 2018 unless early terminated by not less than three months' notice in writing served by either party on the other. The terms of service of Mr. Chen as executive Director is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Chen has received a total Director's emolument of

- 9 -

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS

SUBJECT TO RE-ELECTION

HK$5,215,500 (approximately RMB4,658,000) for the year 2020. The Director's emolument of Mr. Chen was determined by the Board based on the recommendations of the remuneration committee of the Board with reference to the terms of Mr. Chen's service agreement, his level of responsibilities with the Group, the remuneration policy of the Company and the prevailing market conditions.

Madam LUK Sin Fong, Fion (陸倩芳), aged 59, has been the Vice Chairperson of the Board and a non-executive Director since 25 March 2015. She was an executive Director, Vice Chairperson of the Board and Co-president of the Company from August 2005 to 28 March 2014; a non-executive Director from 28 March 2014 to 10 October 2014; an executive Director, an Acting Co-chairperson of the Board and an Acting Co-president of the Company from 10 October 2014 to 25 March 2015. She is also a member of the remuneration committee and the nomination committee of the Board and a director of certain subsidiaries of the Company. Madam Luk has over 28 years of extensive experience in real estate development and management; in particular she has outstanding achievement in strategic marketing and marketing management. She is mainly responsible for providing advice to the Board on the development strategy and policy of the Group in achieving agreed corporate goals and objectives and the review of the Group's performance. Madam Luk holds a Master's degree in Business Administration from Western Sydney University (formerly known as University of Western Sydney) in Australia. She received several honourary awards, including ''Honourary Resident in Foshan (佛山市榮譽市民)'', ''Honourary Resident in Nanhai District (南海區榮譽 市民)'', ''Zhongshan Outstanding Entrepreneurs (中山優秀企業家)'', ''China Top 10 Excellent CBO (中國十大卓越CBO)'' and ''Honourary Resident in Zhongshan (中山市榮譽市民)''. For public services, Madam Luk is currently the vice chairperson of Guangzhou Real Estate Association (廣州巿房地產協會). She was also an honourary chairperson of Guangdong Provincial Qiaoxin Charity Foundation (廣東省僑心慈善基金會). Madam Luk is the spouse of Mr. Chen Zhuo Lin, and also the sister-in-law of Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam. Madam Luk is a director of Top Coast.

Madam Luk did not hold any directorship in other listed public companies in the past three years. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Madam Luk is interested in (1) 2,453,096,250 Shares held by Full Choice as trustee of the Chen's Family Trust through Top Coast; (2) 14,276,250 Shares held by certain companies jointly held by her and her spouse; (3) 130,572,000 Shares held by her spouse and certain companies wholly-owned by her spouse; and (4) 721,256,750 H shares of A-Living indirectly held by the Company.

Madam Luk was appointed under an appointment letter dated 14 May 2018 for a term of three years commencing from 14 May 2018 unless early terminated by not less than one month's notice in writing served by either party on the other. The terms of service of Madam Luk as non-executive Director is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Madam Luk has received a total Director's emolument of HK$485,000 (approximately RMB433,000) for the year 2020. The Director's emolument of Madam Luk was determined by the Board based on the recommendations of the remuneration committee of the Board with reference to the terms of Madam Luk's appointment letter, her level of responsibilities with the Group, the remuneration policy of the Company and the prevailing market conditions.

- 10 -

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS

SUBJECT TO RE-ELECTION

Mr. CHAN Cheuk Nam (陳卓南), aged 57, has been a non-executive Director since 28 March 2014. He was an executive Director and a Vice President of the Company from August 2005 to 28 March 2014. Mr. Chan is also a director of certain subsidiaries of the Company. Mr. Chan has over 28 years of extensive experience in real estate development and management. He is mainly responsible for providing advice to the Board on the development strategy and policy of the Group in achieving agreed corporate goals and objectives and the review of the Group's performance. Mr. Chan is the brother of Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hung and Mr. Chan Cheuk Hei and the brother-in-law of Madam Luk Sin Fong, Fion.

Mr. Chan did not hold any directorship in other listed public companies in the past three years. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Chan is interested in (1) 2,453,096,250 Shares held by Full Choice as trustee of the Chen's Family Trust through Top Coast; (2) 6,781,500 Shares jointly held by him and his spouse; and

(3) 721,256,750 H shares of A-Living indirectly held by the Company.

Mr. Chan was appointed under an appointment letter dated 14 May 2018 for a term of three years commencing from 14 May 2018 unless early terminated by not less than one month's notice in writing served by either party on the other. The terms of service of Mr. Chan as non-executive Director is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Mr. Chan has received a total Director's emolument of HK$485,000 (approximately RMB433,000) for the year 2020. The Director's emolument of Mr. Chan was determined by the Board based on the recommendations of the remuneration committee of the Board with reference to the terms of Mr. Chan's appointment letter, his level of responsibilities with the Group, the remuneration policy of the Company and the prevailing market conditions.

Dr. CHENG Hon Kwan (鄭漢鈞), GBS, OBE, JP, aged 93, has been an independent non- executive Director since 27 October 2005. He is also the chairperson of the remuneration committee and a member of the audit committee and the nomination committee of the Board. Dr. Cheng is mainly responsible for providing independent advice to the Board. He holds a Bachelor of Science in Engineering degree from Tianjin University and a postgraduate diploma from Imperial College London. Dr. Cheng was also awarded several honorary doctorate degrees by The Hong Kong University of Science and Technology, City University of Hong Kong, The Open University of Hong Kong and The Open University, United Kingdom, and is an honorary fellow of Imperial College London and City and Guilds of London Institute. Dr. Cheng is a past president, honorary fellow and gold medallist of The Hong Kong Institution of Engineers; past vice president, fellow and gold medallist of The Institution of Structural Engineers; fellow of The Institution of Civil Engineers, United Kingdom and American Society of Civil Engineers; an honorary fellow of The Institution of Engineers, Australia and Hong Kong Institute of Architects and an honorary member of The Hong Kong Institute of Planners. He obtained PRC Class 1 Registered Structural Engineer qualification and is an Authorised Person and a Registered Structural Engineer under the Buildings Ordinance (Chapter 123 of the laws of Hong Kong). Dr. Cheng is a past chairman of Hong Kong Housing Authority and Transport Advisory Committee, a past member of both Executive Council and Legislative Council and a past member of Standing Committee of the Tianjin Committee of the Chinese

- 11 -

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS

SUBJECT TO RE-ELECTION

People's Political Consultative Conference. Dr. Cheng is currently a permanent honorary chairman of Hong Kong Tianjin Friendship Association and an independent non-executive director of Tianjin Development Holdings Limited (stock code: 882).

Save as disclosed above, Dr. Cheng did not hold any directorship in other listed public companies in the past three years. He has no relationship with any Director, Company's senior management or substantial or controlling Shareholders of the Company. Dr. Cheng does not have any interests in the Shares within the meaning of Part XV of the SFO.

Dr. Cheng was appointed under an appointment letter dated 14 May 2018 for a term of three years commencing from 14 May 2018 unless early terminated by not less than one month's notice in writing served by either party on the other. The terms of service of Dr. Cheng as independent non-executive Director is subject to the provisions of retirement and rotation of Directors under the Articles of Association. Dr. Cheng has received a total Director's emolument of HK$485,000 (approximately RMB433,000) for the year 2020. The Director's emolument of Dr. Cheng was determined by the Board based on the recommendations of the remuneration committee of the Board with reference to the terms of Dr. Cheng's appointment letter, his level of responsibilities with the Group, the remuneration policy of the Company and the prevailing market conditions.

With his professional qualifications, extensive experience and achievements as well as valuable, objective and impartial view given in the past, the Board believes Dr. Cheng could continue to contribute to the diversity of the Board.

Dr. Cheng has served as an independent non-executive Director for more than nine years. Notwithstanding his long and continuous service as an independent non-executive Director, Dr. Cheng has confirmed in writing to the Company of his independence with reference to various matters set out in Rule 3.13 of the Listing Rules. The Board is satisfied with his independence and believes that he is still independent.

Given the extensive knowledge and experience of Dr. Cheng and his expertise in the engineering and construction industry, the Board believes that his re-election is in the best interests of the Company and the Shareholders as a whole and therefore he should be re- elected. Pursuant to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, such re-election will be subject to a separate resolution to be approved by the Shareholders at the AGM.

GENERAL

Save as disclosed foregoing, there is no other information relating to the Directors to be re-elected that need to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules and Share Repurchase Rules to provide the requisite information to Shareholders for their consideration of the granting of Share Repurchase Mandate and also constitutes the memorandum required under section 239 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). For the purpose of this appendix, the term ''shares'' shall be as defined in Takeovers Code to mean shares of all classes and securities which carry a right to subscribe or purchase shares.

1. SHARE REPURCHASE RULES

The Share Repurchase Rules permit companies whose primary listing are on the Stock Exchange to repurchase their fully paid-up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders' approval

All on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors to make such repurchase.

(b) Source of funds

Repurchases must only be paid out of funds which are legally available for the purpose in accordance with the Listing Rules, the laws of the Cayman Islands and the Memorandum of Association of the Company and the Articles of Association.

2. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe the flexibility afforded by the Share Repurchase Mandate would be beneficial to the Company and its Shareholders. Shares trading conditions on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their interest in the assets of the Company would increase in proportion to the number of Shares repurchased and cancelled by the Company, thereby resulting in an increase in net assets and/or earnings per Share. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

3. SHARE CAPITAL

As at the Latest Practicable Date, the aggregate issued share capital of the Company comprised 3,917,047,500 Shares.

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

Subject to the passing of the ordinary resolution to approve the Share Repurchase Mandate, and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM and the nominal value of each Share remaining the same, the Company would be allowed to repurchase a maximum of 391,704,750 Shares with an aggregate nominal value of HK$39,170,475 under the Share Repurchase Mandate.

4. FUNDING OF REPURCHASES

Any repurchase of Shares by our Company must only be paid out of funds that are legally available for the purpose in accordance with the Memorandum of Association of the Company and the Articles of Association, the Listing Rules and the laws of the Cayman Islands. In connection with any repurchase of Shares, funds that may be legally utilised for the purpose would be profits of the Company, available share premium, or the proceeds of a fresh issue of Shares made for the purpose of repurchase, or if so authorised by the Articles of Association and subject to the provisions of the laws of the Cayman Islands, out of capital of the Company. Any premium on a repurchase may also be made out of profits or the share premium account or, if so authorised by the Articles of Association and subject to the provisions of the laws of the Cayman Islands, out of capital of the Company.

In the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period, the working capital or gearing position of the Company may be affected. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors, in the best interests of the Company and the Shareholders as a whole, at the relevant time having regard to the circumstances then prevailing.

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest traded prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

Share prices

Highest

Lowest

HK$

HK$

2020

March

11.64

7.60

April

8.75

7.90

May

9.12

7.62

June

9.50

7.98

July

10.90

9.32

August

11.64

9.74

September

11.12

9.70

October

11.22

10.06

November

11.98

10.60

December

11.30

9.77

2021

January

10.86

9.64

February

11.54

9.49

March (up to the Latest Practicable Date)

12.94

10.40

6. SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Company's listed securities during the six months (whether on the Stock Exchange or otherwise) preceding the Latest Practicable Date.

7. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. THE TAKEOVERS CODE

If, as a result of Share repurchases of the Company made pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert,

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APPENDIX II

EXPLANATORY STATEMENT ON

SHARE REPURCHASE MANDATE

depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Chen's Family Trust held 2,453,096,250 Shares, representing approximately 62.63% of the issued share capital of the Company. Apart from the foregoing, Mr. Chen Zhuo Lin held a total of 130,572,000 Shares directly and through certain companies wholly-owned and controlled by him; Mr. Chen Zhuo Lin and Madam Luk Sin Fong, Fion held a total of 14,276,250 Shares through certain companies jointly owned and controlled by them; Mr. Chan Cheuk Yin held 15,687,500 Shares through a company wholly-owned and controlled by him; Mr. Chan Cheuk Hei and his spouse jointly held a total of 7,875,000 Shares; and Mr. Chan Cheuk Nam and his spouse jointly held a total of 6,781,500 Shares; Mr. Chen Sze Long, being the son of Mr. Chen Zhuo Lin and Madam Luk Sin Fong, Fion, held a total of 307,432,500 Shares directly and through certain companies wholly-owned and controlled by him; Mr. Huang Fengchao held 1,400,000 Shares directly; and Madam Yue Yuan, being a non-executive director of A-Living, held 22,000 Shares directly. For the purpose of the Takeovers Code, Mr. Chen Zhuo Lin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei, Mr. Chan Cheuk Nam, Mr. Chen Sze Long, Mr. Huang Fengchao and Madam Yue Yuan are concert parties and are taken to have a total interest of 2,937,143,000 Shares, representing approximately 74.98% of the issued share capital of the Company. In the event that the Share Repurchase Mandate is exercised in full and on the basis that no further Shares are issued, the percentage of Shares held by the Chen's Family Trust would be increased to approximately 69.58% of the issued share capital of the Company and the total percentage of Shares held by the Chen's Family Trust, Mr. Chen Zhuo Lin, Madam Luk Sin Fong, Fion, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei, Mr. Chan Cheuk Nam, Mr. Chen Sze Long, Mr. Huang Fengchao and Madam Yue Yuan would be increased to approximately 83.32% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors will take all reasonable steps to ensure compliance with the prescribed minimum percentage requirement of 25% of the issued share capital of the Company be held in public hands pursuant to the Listing Rules.

9. DIRECTORS' SHARE DEALINGS

Neither the Directors nor their close associates (as defined in the Listing Rules), to the best knowledge of Directors having made all reasonable enquiries, have any present intention to sell any Shares to the Company under the Share Repurchase Mandate if such is approved by the Shareholders.

10. CORE CONNECTED PERSONS

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the Shareholders.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Agile Group Holdings Limited (the ''Company'') will be held at Harbour View Ballroom, Level 4, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Wednesday, 12 May 2021 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions:

  1. To receive and adopt the audited financial statements together with the report of directors and the independent auditor's report of the Company and its subsidiaries for the year ended 31 December 2020.
  2. To declare a final dividend of HK60.0 cents per ordinary share for the year ended 31 December 2020.
  3. To re-elect Mr. Chen Zhuo Lin as a director of the Company.
  4. To re-elect Madam Luk Sin Fong, Fion as a director of the Company.
  5. To re-elect Mr. Chan Cheuk Nam as a director of the Company.
  6. To re-elect Dr. Cheng Hon Kwan as a director of the Company.
  7. To authorise the board of directors of the Company (the ''Board'') to fix the remuneration of directors of the Company.
  8. To re-appoint auditor and to authorise the Board to fix the auditor's remuneration.
  9. As ordinary business, to consider and, if thought fit, pass (with or without modifications) the following resolutions (the ''Resolutions'') as ordinary resolutions numbered 9.A. to 9.C.:
    9.A. ''THAT:
    1. subject to paragraph (ii) of this Resolution, the exercise by the directors of the Company (''Directors'') during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
  2. for the purposes of this Resolution:
    ''Relevant Period'' means the period from the date of passing of this Resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company; or
    2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; or
    3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

9.B. ''THAT:

  1. subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to offer, allot, issue and deal with or otherwise dispose of the unissued Shares in the capital of the Company, to grant rights to subscribe for, or convert any security into Shares (including the issue of any securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) and to make or grant offers, enter into agreements to effect the same during the Relevant Period (as hereinafter defined) be and is hereby generally and unconditionally approved;
  2. the powers granted in paragraph (i) of this Resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make and grant offers, options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) and enter into agreements which would or might require Shares or securities to be allotted and issued after the end of the Relevant Period (as hereinafter defined);
  3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the exercise of the power by the Directors described in paragraph (i) of this Resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or
    1. an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

grant or issue to the grantees as specified in such scheme or similar arrangement of Shares or rights to acquire Shares; or (c) any issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into Shares; or (d) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the Articles of Association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly; and

  1. for the purposes of this Resolution:
    ''Relevant Period'' shall have the same meaning as assigned to it under paragraph (iii) of Resolution 9.A. of this notice;
    ''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of the Stock Exchange or any recognised regulatory body or any stock exchange)''; and

9.C. ''THAT subject to Resolutions 9.A. and 9.B. of this notice being passed, the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 9.B. of this notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares in the capital of the Company repurchased by the Company under the authority granted to the Directors pursuant to Resolution 9.A. of this notice, provided that the amount of share capital repurchased by the Company shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.''

By Order of the Board

Agile Group Holdings Limited

CHEUNG Lap Kei

Company Secretary

Hong Kong, 12 April 2021

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Principal place of office in the PRC:

Principal place of business in Hong Kong:

33rd Floor, Agile Center

18th Floor, Three Pacific Place

26 Huaxia Road

1 Queen's Road East

Zhujiang New Town

Hong Kong

Tianhe District, Guangzhou

Guangdong Province

PRC

Postal Code: 510623

Notes:

  1. A shareholder entitled to attend and vote at the meeting or any adjournment thereof is entitled to appoint another person as his/her proxy to attend and vote for him/her. A shareholder who is the holder of two or more shares in the share capital of the Company may appoint more than one proxy. A proxy need not be a shareholder of the Company.
  2. To be valid the proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
  3. Delivery of proxy form shall not preclude a shareholder from attending and voting in person at the meeting or any adjournment thereof and in such event, the proxy form shall be deemed to be annulled.
  4. The register of members of the Company will be closed from Friday, 7 May 2021 to Wednesday, 12 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to have right to attend and vote at the meeting or any adjournment thereof, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Thursday, 6 May 2021.
  5. The register of members of the Company will be closed from Thursday, 20 May 2021 to Monday, 24 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the final dividend to be approved at the meeting or any adjournment thereof, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 18 May 2021.
  6. In view of the ongoing development of the epidemic caused by novel coronavirus (''COVID-19''), the following precautionary measures at the AGM will be implemented:
    1. body temperature checks at the entrance of the Four Seasons Hotel Hong Kong;
    2. no entry to the AGM venue by any shareholder who has any symptom of COVID-19 or is under quarantine order by the Hong Kong Government;
    3. wearing of surgical mask throughout the AGM is mandatory and no surgical mask will be provided to the shareholders;
    4. no refreshment and corporate gifts will be distributed to the shareholders at the AGM; and
    5. any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong Government and/or regulatory authorities, or as considered appropriate in light of the development of COVID-19.

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Agile Group Holdings Limited published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 22:59:02 UTC.