Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.



ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

* (incorporated in Bermuda with limited liability) (stock code: 1176)

Placing Agent



COMPLETION OF ISSUE OF SECOND TRANCHE NOTES OF US$65,000,000 AND CORRESPONDING WARRANTS

Reference is made to the respective announcements of Zhuguang Holdings Group Company Limited (the "Company") dated 22 June 2014, 26 June 2014, 21 July 2014 and 29 December 2014 in relation to, among others, (i) the proposed issue of the Senior Notes and (ii) the proposed issue of Warrants and Warrant Shares under the General Mandate (respectively, the "First Announcement", "Second Announcement", "Third Announcement", "Fourth Announcement" and collectively, the "Announcements"). Capitalised terms used herein shall have the same meaning as those defined in the Announcements unless the context requires otherwise.
The Board wishes to announce that the Second Tranche Notes of an aggregate principal amount of US$65,000,000 (equivalent to approximately HK$507,000,000) were issued to Finic Resources, Huarong and Wise Sharp on
8 January 2015.
The Board wishes to further announce that concurrent with the issue of the above Second Tranche Notes, completion of the issue of the Second Tranche Warrants in the aggregate exercise moneys of US$13,000,000 (equivalent to approximately HK$101,400,000) to Finic Resources, Huarong and Wise Sharp also took place.
Detailed terms and conditions of the Senior Notes and the Warrants are set out in the First Announcement and the Fourth Announcement.

* For identification purposes only

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CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company had 4,818,312,935 Shares in issue. The shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the full exercise of the Subscription Rights attaching to (a) the First Tranche Warrants representing an aggregate amount of exercise moneys of US$20,000,000 (equivalent to approximately HK$156,000,000) issued to the First Tranche Investors; and (b) the Second Tranche Warrants representing an aggregate amount of exercise moneys of US$13,000,000 (equivalent to approximately HK$101,400,000) issued to the Second Tranche Investors (assuming (a) there will be no further changes in the issued share capital of the Company prior to such exercise; and (b) there will be no adjustment to the Strike Price) are as follows:

Immediately after the full exercise of the Subscription Rights attaching to As at the First Tranche Warrants and the date of this announcement Second Tranche Warrants

No. of Shares Approximate % No. of Shares Approximate %

Rong De (Note 1) 3,087,682,533 64.08 3,087,682,533 62.67
First Tranche Investors - - 65,606,863 1.33
Second Tranche Investors - - 42,644,461 0.87

Public Shareholders 1,730,630,402 35.92 1,730,630,402 35.13

Total 4,818,312,935 100 4,926,564,259 100

Note:

(1) Rong De is beneficially owned as to 34.06% by Mr. Chu Hing Tsung, 36.00% by Mr. Liao Tengjia and 29.94% by

Mr. Chu Muk Chi, each being an executive Director.

The Company will make a further announcement if additional Senior Notes and Warrants are issued to any
Investors.

In this announcement, for the purpose of illustration only, amounts quoted in US$ have been converted into HK$ at the rate of HK$7.80 per US$1.00. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or all.

On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 8 January 2015

As at the date of this announcement, the Board comprises Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman and Chief Executive Officer), Mr. Chu Muk Chi (alias Mr. Zhu La Yi), Mr. Liao Tengjia and Mr. Huang Jia Jue as executive Directors, and Mr. Leung Wo Ping JP, Mr. Law Shu Sang Joseph and Mr. Wong Chi Keung as

independent non-executive Directors.

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