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 is for information only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States or to any U.S. person. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any U.S. person. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to any U.S. person absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company does not intend to register any securities in the United States.


AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

ISSUANCE OF US$700 MILLION SUBORDINATED PERPETUAL CAPITAL SECURITIES AND

CONNECTED TRANSACTION

Reference is made to the announcement of the Company dated 10 January 2013 in respect of the Securities Issue.
THE SECURITIES ISSUE
The Board is pleased to announce that on 11 January 2013, the Company entered into the Subscription Agreement with HSBC, UBS, Morgan Stanley and ICBC International in connection with the issue of the Subordinated Perpetual Capital Securities.
The net proceeds from the Securities Issue, after deduction of the underwriting commissions and other estimated fees and expenses, will amount to approximately US$687.4 million and the Company intends to use such sum for the purchase of new land sites, refinancing and general working capital purposes. The Company may adjust the foregoing plans in response to changing market conditions and reallocate the use of the net proceeds.
The Company will seek a listing of the Subordinated Perpetual Capital Securities on the Stock Exchange. A confirmation of the eligibility of the listing of the Subordinated Perpetual Capital Securities has been received from the Stock Exchange. Admission of the Subordinated Perpetual Capital Securities to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Subordinated Perpetual Capital Securities.

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CONNECTED TRANSACTION
In connection with the Securities Issue, the Company has engaged Morgan Stanley to act as one of the joint lead managers and joint bookrunners pursuant to the terms of the Engagement. Morgan Stanley will receive the Engagement Consideration and the Company will provide the Indemnity to Morgan Stanley pursuant to the terms of the Engagement.
As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds
30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. Under Chapter 14A of the Listing Rules, the Engagement constitutes a connected transaction of the Company.
It is currently expected that each of the applicable percentage ratios (other than the profits ratio) under Rule 14A.34 of the Listing Rules in respect of the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, is less than 5%. In addition, it is contemplated under the Subscription Agreement that the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders' Approval. As such, the Engagement is only subject to the reporting and announcement requirements set out in Rule 14A.32 of the Listing Rules and are exempted from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
The Company intends to seek the Independent Shareholders' Approval for the provision of the Indemnity to Morgan Stanley pursuant to the terms of the Engagement in accordance with Chapter 14A of the Listing Rules, provided that at any time prior to the receipt of the Independent Shareholders' Approval, the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders' Approval.
For the purpose of obtaining the Independent Shareholders' Approval, an independent board committee of the Company will be formed to give its recommendations to the Independent Shareholders in relation to the Indemnity, and an independent financial adviser will be appointed to provide advice to the independent board committee and the Independent Shareholders in relation to the Indemnity. A circular containing further information of the Indemnity, the Subscription Agreement and the transactions contemplated thereunder, a letter from the independent board committee of the Company giving its recommendations to the Independent Shareholders in relation to the Indemnity, a letter from the independent financial adviser containing its advice to the independent board committee and the Independent Shareholders in relation to the Indemnity, a notice of the extraordinary general meeting of the Company and other information as required under the Listing Rules will be despatched to the shareholders of the Company on or before 19 April 2013.

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(I) THE SECURITIES ISSUE The Subscription Agreement
Date: 11 January 2013
Parties to the Subscription Agreement
(a) the Company as the issuer; (b) HSBC;
(c) UBS;
(d) Morgan Stanley; and
(e) ICBC International.
HSBC, UBS, Morgan Stanley and ICBC International are the joint lead managers, and HSBC, UBS and Morgan Stanley are joint bookrunners in respect of the offer and sale of the Subordinated Perpetual Capital Securities. The joint lead managers are also the initial subscribers of the Subordinated Perpetual Capital Securities. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of HSBC, UBS and ICBC International is an independent third party and not a connected person of the Company. Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds a 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules.
The Subordinated Perpetual Capital Securities have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States and may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. Accordingly, the Subordinated Perpetual Capital Securities are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. None of the Subordinated Perpetual Capital Securities will be offered to the public in Hong Kong and none of the Subordinated Perpetual Capital Securities will be placed with any connected persons of the Company other than Morgan Stanley who subscribed the Subordinated Perpetual Capital Securities as initial subscriber pursuant to the terms of the Subscription Agreement.
Conditions Precedent
The obligations of the joint lead managers to subscribe and pay for the Subordinated Perpetual Capital Securities are conditional on, among others, the following conditions precedent:
1. Other contracts the execution and delivery (on or before the closing date) of the other contracts, each in a form satisfactory to the joint lead managers;

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2.

Auditors' letters

on the date of the Subscription Agreement and on the closing date, there having been delivered to the joint lead managers

letters, in form and substance satisfactory to the joint lead

managers, dated the date of the Subscription Agreement in the case of the first letter and dated the closing date in the case of the subsequent letter, and addressed to the joint lead managers from PricewaterhouseCoopers, Certified Public Accountants to the Company;

3.

Compliance

at the closing date:

(a) the representations and warranties of the Company in the Subscription Agreement being true, accurate and correct at, and as if made on, such date taking into account the facts and circumstances subsisting at such date;
(b) the Company having performed all of its obligations under the Subscription Agreement as are required to be performed on or before such date; and
(c) there having been delivered to the joint lead managers a certificate of a duly authorised officer of the Company in or substantially in a specified form, dated as of such date;
4. Material adverse change
after the date of the Subscription Agreement or, if earlier, the dates as of which information is given in the final Offering Memorandum up to and at the closing date, there shall not have occurred any change (nor any development or event involving a prospective change), in the condition (financial or otherwise), prospects, earnings, business, operations or general affairs of the Company or of the Company and its subsidiaries taken as a whole, which, in the opinion of the joint lead managers, is material and adverse in the context of the issue and offering of the Subordinated Perpetual Capital Securities;
5. Other consents on or prior to the closing date there shall have been delivered to the joint lead managers copies of all corporate and regulatory consents and approvals required in relation to the issue of the Subordinated Perpetual Capital Securities by the Company and the performance of the obligations of the Company under the contracts and the Subordinated Perpetual Capital Securities (including any consents and approvals required from any lenders);
6. Listing the Stock Exchange having agreed, subject to any conditions reasonably satisfactory to the joint lead managers, to list the Subordinated Perpetual Capital Securities (or, in each case, the joint lead managers being reasonably satisfied that such listing will be granted);

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7.

Legal opinions

on or before the closing date, there having been delivered to the joint lead managers and the trustee various legal opinions,

in form and substance satisfactory to the joint lead managers,

dated the closing date, and such other resolutions, consents,

authorities and documents relating to the issue of the

Subordinated Perpetual Capital Securities, as the joint lead

managers may reasonably require, after providing prior notice

to the Company.

The joint lead managers may, at their discretion and upon such terms as they think fit, waive compliance with the whole or any part of the above conditions.
Principal terms of the Subordinated Perpetual Capital Securities
Securities offered
Subject to certain conditions to completion, the Company will issue the Subordinated Perpetual Capital Securities in the aggregate principal amount of US$700 million, unless earlier redeemed pursuant to the terms thereof.
Issue price
The issue price of the Subordinated Perpetual Capital Securities will be 100% of the principal amount of the Subordinated Perpetual Capital Securities.
Status and subordination of the Subordinated Perpetual Capital Securities
The Subordinated Perpetual Capital Securities constitute direct, unsecured and subordinated obligations of the Company which rank pari passu and without any preference among themselves and pari passu with any parity obligations. In the event of the winding-up of the Company, the rights and claims of the holders of the Subordinated Perpetual Capital Securities shall rank ahead of those persons whose claims are in respect of any junior obligations of the Company, but shall be subordinated in right of payment to the claims of all other present and future senior and subordinated creditors of the Company, other than the claims of holders of parity obligations of the Company.
Distributions
Subject to the terms and conditions of the Subordinated Perpetual Capital Securities, the Subordinated Perpetual Capital Securities confer a right to receive distributions from, and including the Issue Date at the applicable distribution rate.
Distribution shall be payable on the Subordinated Perpetual Capital Securities semi-annually in arrear on 18 July and 18 January each year, with the first distribution payment date falling in July 2013.
Distribution rate

The rate of distribution (the "Distribution Rate") applicable to the Subordinated Perpetual

Capital Securities shall be:

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(i) in respect of the period from, and including, the Issue Date to, but excluding, 18 July

2018 (the "First Reset Date"), 8.25% per annum;

(ii) in respect of the period from, and including, the First Reset Date to, but excluding, 18

July 2023 (the "Second Reset Date", and each "Reset Date" refers the First Reset Date, the Second Reset Date, or each of the days falling every five calendar years after the Second Reset Date), the applicable Treasury Rate (as defined in the terms and conditions of the Subordinated Perpetual Capital Securities) plus 7.463% per annum;

(iii) from and including, each Reset Date falling on and after the Second Reset Date, to, but excluding, the immediately following Reset Date, up to the Reset Date falling on

18 July 2033 (the "Additional Step-up Margin Reset Date"), the applicable

Treasury Rate plus 7.463% plus 0.25% per annum;

(iv) from, and including, each Reset Date falling on and after the Additional Step-up Margin Reset Date, to, but excluding, the immediately following Reset Date, the applicable Treasury Rate plus 7.463% plus 0.25% plus 0.75% per annum

provided, in each case, that in the event of the occurrence of a change of control, if the Company does not elect to redeem the Subordinated Perpetual Capital Securities within 30 days of a change of control triggering event in accordance with the terms and conditions of the Subordinated Perpetual Capital Securities, the then prevailing Distribution Rate applicable to the Subordinated Perpetual Capital Securities shall be increased by 3.00% per annum with effect from the next distribution payment date (or, if the relevant event occurs on or after the date which is two business days prior to the next distribution payment date, the next following distribution payment date).

Redemption at the option of the Company

The Subordinated Perpetual Capital Securities may be redeemed at the Company's option in whole, but not in part only, on the First Reset Date or any distribution payment date after the First Reset Date (each, a "Call Settlement Date") on the Company giving not less than 30 nor more than 60 days' notice to the holders of the Subordinated Perpetual Capital Securities (which notice shall be irrevocable and shall oblige the Company to redeem the Subordinated Perpetual Capital Securities on the relevant Call Settlement Date) at their principal amount plus distribution accrued to such date (including any arrears of distribution and any additional distribution amount).

Purchase

The Company and/or any of its subsidiaries may following the First Reset Date (but not before), at any time purchase the Subordinated Perpetual Capital Securities in the open market or otherwise at any price.

Expected closing date

18 January 2013

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Reasons for the Securities Issue

The Group is one of the leading property developers in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. It offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels with a majority of the Group's products targeting middle to upper class customers. In addition to residential properties, the Group develops commercial properties, including retail shops complementary to the Group's residential properties, shopping malls, office buildings and hotels. The Group also provides property management services.

The net proceeds from the Securities Issue, after deduction of the underwriting commissions and other estimated fees and expenses, will amount to approximately US$687.4 million and the Company intends to use such sum for the purchase of new land sites, refinancing and general working capital purposes. The Company may adjust the foregoing plans in response to changing market conditions and reallocate the use of the net proceeds.

Listing

The Company will seek a listing of the Subordinated Perpetual Capital Securities on the Stock Exchange. A confirmation of the eligibility of the listing of the Subordinated Perpetual Capital Securities has been received from the Stock Exchange. Admission of the Subordinated Perpetual Capital Securities to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Subordinated Perpetual Capital Securities.
(II) CONNECTED TRANSACTION

In connection with the Securities Issue, the Company has engaged Morgan Stanley to act as one of the joint lead managers and joint bookrunners pursuant to the terms of the Engagement. It is expected that Morgan Stanley will receive the Engagement Consideration and the Company will provide the Indemnity to Morgan Stanley pursuant to the terms of the Engagement.

Commission and Expenses

The Company agrees to pay Morgan Stanley the Underwriting Commission in accordance with the terms of the Engagement, which in any event is expected not to exceed US$2.0 million (equivalent to approximately HK$15.6 million, which is calculated at the exchange rate of US$1.00 to HK$7.80). The Underwriting Commission was determined on an arm's- length basis with normal commercial terms, taking into account the prevailing market rate. In addition, whether or not the transactions contemplated in the Engagement are consummated or the Engagement is terminated, the Company shall pay or cause to be paid to Morgan Stanley the Underwriting Expenses.

Indemnity

The Company agrees to provide the Indemnity to Morgan Stanley pursuant to the terms of the Engagement, provided that at any time prior to the receipt of the Independent Shareholders' Approval for the Indemnity in accordance with the Listing Rules, the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated

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with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders' Approval.

The Directors considered that the terms of the Engagement and the payment of the Engagement Consideration are fair and reasonable, are on normal commercial terms and are in the interests of the Company and the shareholders of the Company as a whole. None of the Directors have a material interest in the Engagement and hence no Director shall be required to abstain from voting on the board resolution approving the Engagement.

Reasons for the Engagement and the provision of the Indemnity

The main reason for the Engagement and the provision of the Indemnity by the Company is for the purpose of the Securities Issue pursuant to which the Company intends to use the net proceeds raised for the purchase of new land sites, refinancing and general working capital purposes.

The Directors consider that the terms of the Engagement, specifically the terms relating to the provision of the Indemnity are similar to the indemnities provided under the agreements entered into by the Company with other financial institutions and are no less favourable than those provided to the relevant financial institutions under such agreements. The terms of the Indemnity are on terms no less favourable to the terms of indemnity of similar transactions (including but not limited to issue of senior notes by the Company in the past) entered into by (i) the Company and other financial institutions; and (ii) Morgan Stanley with other issuers. The Directors consider that the Indemnity is on normal commercial terms that are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the shareholders of the Company as a whole.

Implications under the Listing Rules

Morgan Stanley is a global renowned financial institution and was introduced as a strategic investor of Crown Golden. In June 2008, Morgan Stanley Real Estate Fund VI International and Morgan Stanley Real Estate Global Special Situations Fund III (both being associates of Morgan Stanley), through their subsidiary, Crystal I, acquired a 30% equity interest in Crown Golden, a subsidiary of the Company.

As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds

30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. Under Chapter 14A of the Listing Rules, the Engagement constitutes a connected transaction of the Company.

It is currently expected that each of the applicable percentage ratios (other than the profits ratio) under Rule 14A.34 of the Listing Rules in respect of the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, is less than 5%. In addition, it is contemplated under the Subscription Agreement that the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders' Approval. As such, the Engagement is only subject to the reporting and announcement requirements set out in Rule 14A.32 of the Listing

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Rules and are exempted from the independent shareholders' approval requirements under
Chapter 14A of the Listing Rules.

The Company intends to seek the Independent Shareholders' Approval for the provision of the Indemnity to Morgan Stanley pursuant to the terms of the Engagement in accordance with Chapter 14A of the Listing Rules, provided that at any time prior to the receipt of the Independent Shareholders' Approval, the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders' Approval. Morgan Stanley and its associates shall abstain from voting on the relevant resolution approving the provision of the Indemnity by the Company.

For the purpose of obtaining the Independent Shareholders' Approval, an independent board committee of the Company shall be formed to give its recommendations to the Independent Shareholders in relation to the Indemnity, and an independent financial adviser shall be appointed to provide advice to the independent board committee and the Independent Shareholders in relation to the Indemnity. A circular containing further information of the Indemnity, the Subscription Agreement and the transactions contemplated thereunder, a letter from the independent board committee of the Company giving its recommendations to the Independent Shareholders in relation to the Indemnity, a letter from the independent financial adviser containing its advice to the independent board committee and the Independent Shareholders in relation to the Indemnity, a notice of the extraordinary general meeting of the Company and other information as required under the Listing Rules is expected to be despatched to the shareholders of the Company on or before 19 April 2013. This is more than 15 business days after the publication of this announcement so as to allow sufficient time for the Company to prepare for the general meeting and to avoid incurring any additional costs and expenses on the part of the Company.

(III) DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:
"Company" Agile Property 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
"connected person" has the meaning ascribed to it under the Listing Rules
"Crown Golden" Crown Golden Investments Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is an indirect subsidiary owned as to 70% by the Company
"Crystal I" Crystal I Limited, a company incorporated with limited liability under the laws of the Cayman Islands, which holds a
30% interest in Crown Golden
"Engagement" the engagement of Morgan Stanley by the Company to act as a joint lead manager and a joint bookrunner in respect of the Securities Issue pursuant to the terms of the Subscription Agreement

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"Engagement
Consideration"
the Underwriting Commission and the Underwriting Expenses
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"HSBC" The Hongkong and Shanghai Banking Corporation Limited, one of the joint lead managers and joint bookrunners in respect of the Securities Issue
"ICBC International" ICBC International Securities Limited, one of the joint lead managers in respect of the Securities Issue
"Indemnity" market customary indemnities provided by the Company to Morgan Stanley pursuant to which the Company will indemnify and hold harmless each indemnified person, from and against any loss, liability, cost, claim, damages expense (including but not limited to legal costs and expenses properly incurred) or demand, which arises out of, in relation to or in connection with, among others, (i) any breach or alleged breach by the Company of any of the undertakings and agreements under the Subscription Agreement, (ii) any inaccurate or alleged inaccurate representation or warranty made by the Company under the Subscription Agreement, or (iii) any untrue statement or alleged untrue statement contained in the documents set out under the Subscription Agreement, or whatsoever as set out in the Subscription Agreement
"Independent
Shareholders"

the shareholders of the Company other than Morgan Stanley and its associates

"Independent Shareholders' Approval"

the approval to be obtained from the Independent Shareholders in relation to the Indemnity in accordance with Chapter 14A of the Listing Rules

"Issue Date" 18 January 2013
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Morgan Stanley" Morgan Stanley & Co. International plc, one of the joint lead managers and joint bookrunners in respect of the Securities Issue
"Offering
Memorandum"
the offering memorandum of the Company in respect of the
Securities Issue
"PRC" the People's Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purpose of this announcement

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"Securities Act" the United States Securities Act of 1933, as amended
"Securities Issue" the issue of the Subordinated Perpetual Capital Securities
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subordinated Perpetual Capital Securities"
the US$700 million subordinated perpetual capital securities of the Company
"Subscription
Agreement"
the agreement dated 11 January 2013 entered into by and among the Company, HSBC, UBS, Morgan Stanley and ICBC International in relation to the Securities Issue
"UBS" UBS AG, Hong Kong Branch, one of the joint lead managers and joint bookrunners in respect of the Securities Issue
"Underwriting
Commission"
the management and underwriting commission payable by the Company to Morgan Stanley for services rendered by Morgan Stanley as a joint lead manager and joint bookrunner in accordance with the terms set out in the Subscription Agreement
"Underwriting
Expenses"

all costs, fees and expenses incidental to the performance of the Company's obligations under the Subscription Agreement as incurred by Morgan Stanley in accordance with the terms set out in the Subscription Agreement

"United States" the United States of America
"US$" United States dollars, the lawful currency of the United States
"%" per cent.
By Order of the Board
Agile Property Holdings Limited
Wai Ching Sum
Company Secretary
Hong Kong, 13 January 2013

As at the date of this announcement, the board of directors of the Company comprises nine directors of which Chen Zhuo Lin (Chairman), Chan Cheuk Yin (Vice Chairperson and Co-President), Luk Sin Fong, Fion (Vice Chairperson and Co-President), Chan Cheuk Hung, Chan Cheuk Hei and Chan Cheuk Nam are executive directors and Cheng Hon Kwan, Kwong Che Keung, Gordon and Cheung Wing Yui are independent non-executive directors.

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