Powerlong Real Estate : CLARIFICATION AND SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Powerlong Real Estate Holdings Limited (the "Company").

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management, as well as its financial statements. No public offer of securities is to be made by the Company in the United States.

POWERLONG REAL ESTATE HOLDINGS LIMITED

寶 龍 地 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1238)

CLARIFICATION

AND

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO

PLACING OF EXISTING SHARES

AND SUBSCRIPTION OF

NEW SHARES UNDER GENERAL MANDATE

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Reference is made to the announcement of the Company dated 15 October 2019 in relation to, among other things, the Placing and the Subscription pursuant to the Placing and Subscription Agreement dated 14 October 2019 (the "Announcement"). Unless otherwise stated, capitalised terms used herein shall have the same meaning as defined in the Announcement.

CLARIFICATION

Dispensation from Rule 26 of The Takeovers Code

For the purposes of the Takeovers Code, Sky Infinity Holdings Limited, Walong Holdings Limited, Mantong (HK) Trading Co., Ltd., Mr. Hoi Kin Hong, Ms. Wong Lai Chan, Mr. Hoi Wa Fong, Ms. Shih Sze Ni and Ms. Hoi Wa Fan (the "Vendor's Concert Parties") are parties acting or presumed to be acting in concert with the Vendor in respect of its voting rights in the Company. As at the date of the Announcement, the Vendor and the Vendor's Concert Parties held in aggregate approximately 67.58% of the voting rights in the Company.

As a result of the Placing, the aggregate percentage shareholding of the Vendor and the Vendor's Concert Parties has reduced from approximately 67.58% to approximately 63.91% and, as a result of the Subscription, their aggregate percentage shareholding will increase from approximately 63.91% to approximately 65.19% (assuming there will be no change to the total number of Shares in issue from the date of this announcement to the completion of the Subscription other than the issue by the Company of the Subscription Shares).

The Vendor and the Vendor's Concert Parties have confirmed that, as at the date of the Placing and Subscription Agreement, they together have continuously held more than 50% of the voting rights of the Company for at least 12 months immediately preceding date of the Placing and Subscription Agreement.

Pursuant to Note 6 on dispensations from Rule 26 of the Takeovers Code, a waiver from the obligation to make a general offer under Rule 26 of the Takeovers Code is not required where a shareholder, together with persons acting in concert with it, have continuously held more than 50% of the voting rights of a company for at least 12 months immediately preceding the relevant placing and top-up transaction.

Given the Vendor and the Vendor's Concert Parties have continuously held more than 50% of the voting rights of the Company for at least 12 months immediately preceding the date of the Placing and Subscription Agreement, a waiver from the obligation to make a general offer under Rule 26 of the Takeovers Code is not required for the Subscription.

Placing Price

The Placing Price is HK$5.40 per Share and represents:

1. a discount of approximately 8.63% to the closing price of HK$5.91 per Share as quoted on the Stock Exchange on the Last Trading Day;

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1. a discount of approximately 5.86% to the average closing price of HK$5.736 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days prior to the Last Trading Day; and
2. a discount of approximately 4.32% to the average closing price of HK$5.644 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days prior to the Last Trading Day.

THE SUPPLEMENTAL AGREEMENT

Pursuant to the Placing and Subscription Agreement, completion of the Subscription is conditional upon the satisfaction of the following conditions:

1. the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares);
2. completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement; and
3. the Executive granting the Vendor a waiver from the obligation as a result of the Subscription to make a general offer under Rule 26 of the Takeovers Code.

On 17 October 2019, the Company, the Vendor and the Placing Agents entered into a supplemental agreement to the Placing and Subscription Agreement (the "Supplemental Agreement"), pursuant to which the parties thereto have agreed to delete condition precedent

1. above in its entirety. As a result of the entering of the Supplemental Agreement, no application will be made by the Vendor to the Executive for the granting of a waiver from general offer obligation that might otherwise arise under the Takeovers Code as a result of the Subscription.

As at the date of this announcement, condition (b) has been fulfilled.

Subject only to the deletion as described above and such other consequential alterations (if any) as may be necessary to make the Placing and Subscription Agreement consistent with the Supplemental Agreement, the Placing and Subscription Agreement (as amended) shall remain in full force and effect.

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REVISED SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming that there will be no other change to the total number of Shares in issue from the date of this announcement to the date of completion of the Subscription, the shareholdings in the Company (a) as at the date of this announcement; and (b) immediately after the completion of the Subscription are and will be as follows:

	As at the date of	As at the date of	Immediately after
	the completion of
	the Announcement	this announcement	the Subscription
	Number of	Approximate	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%	Shares	%
The Vendor and the Vendor's
Concert Parties
The Vendor (Note 1)	1,805,637,000	45.17	1,659,037,000	41.50	1,805,637,000	43.57
Sky Infinity Holdings Limited (Note 2)	590,468,000	14.77	590,468,000	14.77	590,468,000	14.25
Walong Holdings Limited (Note 3)	185,927,000	4.65	185,927,000	4.65	185,927,000	4.49
Mantong (HK) Trading Co., Ltd.
(Note 3)	17,179,000	0.43	17,179,000	0.43	17,179,000	0.41
Mr. Hoi Kin Hong (Note 1)	28,465,000	0.71	28,465,000	0.71	28,465,000	0.69
Ms. Wong Lai Chan (Note 1)	2,800,000	0.07	2,800,000	0.07	2,800,000	0.07
Mr. Hoi Wa Fong (Note 2)	8,988,000	0.23	8,988,000	0.23	8,988,000	0.22
Ms. Hoi Wa Fan (Note 3)	61,470,000	1.54	61,470,000	1.54	61,470,000	1.48
Ms. Shih Sze Ni (Note 4)	503,400	0.01	503,400	0.01	503,400	0.01
Sub-total	2,701,437,400	67.58	2,554,837,400	63.91	2,701,437,400	65.19
Other Directors
Mr. Xiao Qing Ping (Note 4)	811,700	0.02	811,700	0.02	811,700	0.02
Mr. Zhang Hong Feng (Note 4)	184,300	0.01	184,300	0.01	184,300	0.004
Public shareholders
The Placees	-	-	146,600,000	3.67	146,600,000	3.54
Other Shareholders	1,294,869,600	32.39	1,294,869,600	32.39	1,294,869,600	31.25
Total:	3,997,303,000	100	3,997,303,000	100	4,143,903,000	100

Notes:

1. The Vendor is wholly and beneficially owned by Mr. Hoi Kin Hong. Ms. Wong Lai Chan is the spouse of Mr. Hoi Kin Hong.
2. Sky Infinity Holdings Limited is owned by Seletar Limited and Serangoon Limited as nominee in trust for Credit Suisse Trust Limited, the trustee of The Sky Infinity Trust. Mr. Hoi Wa Fong is an executive Director, the son of Mr. Hoi Kin Hong and the settlor of The Sky Infinity Trust.
3. Each of Walong Holdings Limited and Mantong (HK) Trading Co., Ltd. is wholly and beneficially owned by Ms. Hoi Wa Fan, a non-executive Director and the daughter of Mr. Hoi Kin Hong.
4. Each of Mr. Xiao Qing Ping, Ms. Shih Sze Ni and Mr. Zhang Hong Feng is an executive Director. Ms. Shih Sze Ni is the spouse of Mr. Hoi Wa Fong.

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Save as disclosed in this announcement, the other contents in the Announcement remain unchanged.

Completion of the Subscription is subject to fulfillment of the conditions under the Placing and Subscription Agreement (as amended). As the Subscription may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

By Order of the Board

Powerlong Real Estate Holdings Limited

Hoi Kin Hong

Chairman

Hong Kong, 17 October 2019

As at the date of this announcement, the executive directors of the Company are Mr. Hoi Kin Hong, Mr. Hoi Wa Fong, Mr. Xiao Qing Ping, Ms. Shih Sze Ni Cecilia and Mr. Zhang Hong Feng; the non-executive director of the Company is Ms. Hoi Wa Fan; and the independent non-executive directors of the Company are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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