Zhuguang : ISSUE OF SENIOR NOTES AND WARRANTS UNDER SPECIFIC MANDATE AND DISCLOSURE UNDER RULES 13.17 AND 13.18

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

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1176)

ISSUE OF SENIOR NOTES AND WARRANTS UNDER SPECIFIC MANDATE

AND

DISCLOSURE UNDER RULES 13.17 AND 13.18

ISSUE OF SENIOR NOTES AND WARRANTS

The Company wishes to announce that on 22 September 2019, the Company, Rong De, the Ultimate Shareholders and the Investors entered into the Note Purchase Agreement, pursuant to which the Company has conditionally agreed to issue to the Investors, and the Investors have conditionally agreed to, severally and not jointly, subscribe for, the Senior Notes of an aggregate principal amount of US$410,000,000 (equivalent to approximately HK$3,198,000,000). The Senior Notes rank at least pari passu with all other present and future direct, unconditional, unsecured, unsubordinated and general obligations issued, created or assumed by the Company. The Senior Notes of an aggregate principal amount of US$410,000,000 (equivalent to approximately HK$3,198,000,000) were issued on 22 September 2019.

In consideration of the agreement to subscribe for the Senior Notes by the Investors and entering into other transactions contemplated under the Transaction Documents, the Company, pursuant to the Specific Mandate, will issue to the Investors the Warrants with an aggregate amount of exercise moneys of US$61,500,000 (equivalent to approximately HK$479,700,000). The Warrants will entitle the holders thereof to subscribe for Warrant Shares at an initial Strike Price of HK$1.6148 per Warrant Share up to such aggregate exercise moneys.

* For identification purpose only

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The Warrant Shares will be issued under the Specific Mandate to be sought at the SGM. No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares.

Assuming the Warrants with an aggregate amount of exercise moneys of US$61,500,000 (equivalent to approximately HK$479,700,000) are issued, the Subscription Rights attaching to the Warrants, if exercised in full, will entitle the holders thereof to subscribe for up to 297,064,651 Warrant Shares (of an aggregate nominal value of HK$29,706,465.1) at the initial Strike Price of HK$1.6148. Such Warrant Shares represent approximately 4.13% of the Shares in issue as at the date of this announcement. Assuming there is no change in the issued share capital of the Company from the date of this announcement to the date of the full exercise of the Subscription Rights, such 297,064,651 Warrant Shares represent approximately 3.97% of the issued share capital of the Company as enlarged by the issue of such Warrant Shares.

A summary of the principal terms and conditions of the Senior Notes and the Warrants are set out in this announcement below.

LISTING RULES IMPLICATIONS

Pursuant to the Note Purchase Agreement, the Controlling Shareholder (a connected person of the Company) is required to provide and has provided collateral security and corporate guarantee for, and the Ultimate Shareholders (each being a connected person of the Company) are required to provide and have provided personal guarantees for, the issue of the Senior Notes and the continuing term of the Senior Notes. The provision of such collateral security and/or such guarantee is regarded as a provision of financial assistance to the Company by such connected persons of the Company and constitutes connected transactions of the Company under Chapter 14A of the Listing Rules. Given that no security over the assets of the Group is granted to the Controlling Shareholder and/or the Ultimate Shareholders in respect of the grant of the financial assistance by them to secure the Company's obligations under the Transaction Documents and such grant of financial assistance is for the benefit of the Company on normal commercial terms (or better to the Company), such grant of financial assistance is fully exempted from the reporting, announcement and independent shareholders' approval requirements of Chapter 14A of the Listing Rules under Rule 14A.90 of the Listing Rules.

Pursuant to the Note Purchase Agreement, the Controlling Shareholder is required to enter and has entered into the Listco Share Charge, whereby the Controlling Shareholder's interests in, among other things, certain number of Shares in the Listco Shares Account are charged, by way of a first fixed charge, in favour of the Security Agent (as trustee for the benefit of itself and on behalf of the Investors). Such charge over the Shares is required to be disclosed pursuant to Rule

13.17 of the Listing Rules. Please refer to the paragraph headed "The Note Purchase Agreement

- The Senior Notes - Security and guarantee" in this announcement for further details.

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The conditions of the Senior Notes also included certain conditions imposing specific performance obligations on the Controlling Shareholder and the Ultimate Shareholders (including but not limited to, a requirement to maintain a specified minimum holding in the share capital of the Company by each of the Controlling Shareholder and the Ultimate Shareholders) and breach of such obligations would cause a default in respect of the Senior Notes, and such specific performance obligations of the Controlling Shareholder and the Ultimate Shareholders is required to be disclosed pursuant to Rule 13.18 of the Listing Rules. Please refer to the paragraph headed "The Note Purchase Agreement - The Senior Notes - Specific performance obligations of the Controlling Shareholder and the Ultimate Shareholders" in this announcement for further details.

GENERAL

The SGM will be convened and held to consider and, if thought fit, pass the requisite resolution(s) to approve the Specific Mandate for the allotment and issue of the Warrant Shares.

A circular containing, among other things, (i) further details of the Warrants; and (ii) a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

On 22 September 2019, the Company, Rong De, the Ultimate Shareholders and the Investors entered into the Note Purchase Agreement, pursuant to which the Company has conditionally agreed to issue to the Investors, and the Investors have conditionally agreed to, severally and not jointly, subscribe for, the Senior Notes of an aggregate principal amount of US$410,000,000 (equivalent to approximately HK$3,198,000,000). In consideration of the agreement to subscribe for the Senior Notes by the Investors and entering into other transactions contemplated under the Transaction Documents, the Company intends to, pursuant to the Specific Mandate, issue to the Investors the Warrants with an aggregate amount of exercise moneys of US$61,500,000 (equivalent to approximately HK$479,700,000). The Senior Notes of an aggregate principal amount of US$410,000,000 (equivalent to approximately HK$3,198,000,000) were issued on 22 September 2019.

Details of the Senior Notes and the Warrants are set out below.

THE NOTE PURCHASE AGREEMENT

Set out below are the major terms of the Note Purchase Agreement:

Date

22 September 2019

Parties

(i)	Issuer:	The Company
(ii)	Controlling Shareholder:	Rong De, which is principally engaged in investment holding
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(iii)	Ultimate Shareholders:	(1)	Mr. Liao Tengjia, who is the deputy chairman of the
			Board and an executive Director, and the beneficial owner
			of 36.00% equity interest in the Controlling Shareholder
			as at the date of the Note Purchase Agreement;
		(2)	Mr. Chu Hing Tsung, who is the chairman of the Board
			and an executive Director, and the beneficial owner of
			34.06% equity interest in the Controlling Shareholder as
			at the date of the Note Purchase Agreement; and
		(3)	Mr. Chu Muk Chi, who is an executive Director and
			the beneficial owner of 29.94% equity interest in the
			Controlling Shareholder as at the date of the Note
			Purchase Agreement
(iv)	Investors:	(1)	Blooming Rose;
		(2)	Heroic Day;
		(3)	CCB International; and
		(4)	China Cinda

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of the Investors is principally engaged in investment holding and each of the Investors and its ultimate beneficial owner(s) is an Independent Third Party.

Subject matter

Pursuant to the Note Purchase Agreement, the Company shall issue to the Investors the Senior Notes in the aggregate principal amount of US$410,000,000 (equivalent to approximately HK$3,198,000,000). In consideration of the agreement to subscribe for the Senior Notes by the Investors and entering into other transactions contemplated under the Transaction Documents, the Company intends to, pursuant to the Specific Mandate, issue to the Investors the Warrants with an aggregate amount of exercise moneys of US$61,500,000 (equivalent to approximately HK$479,700,000). The Investors' obligations to purchase the Senior Notes are several.

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The Senior Notes

The principal terms of the Senior Notes were arrived at after arm's length negotiations between the Investors and the Company and are summarised as follows:

Principal amount of Senior	US$410,000,000 (equivalent to approximately HK$3,198,000,000).
	Notes subscribed
	by the Investors:	Subject to the conditions as set out in the paragraph headed
		"The Note Purchase Agreement - The Senior Notes -
		Conditions precedent" below, the Company shall issue to each
		Investor, and each Investor shall, severally and not jointly,
		subscribe for, the Senior Notes in the principal amount as set
		out opposite such Investor's name below on the Notes Closing
		Date.
			Principal amount of
		Name of Investor	Senior Notes subscribed
		Blooming Rose	US$200,000,000
		Heroic Day	US$70,000,000
		CCB International	US$21,000,000
		China Cinda	US$119,000,000
Maturity Date:	21 September 2022 or, if such date is not a Business Day, the
		Business Day immediately following such date
Interest rate:	Interest shall accrue on the Senior Notes from and including
		the Issue Date until and including the date on which the
		Senior Notes are redeemed in accordance with the terms and
		conditions of the Senior Notes (including the date on which
		the Senior Notes are deemed to have been redeemed on the
		date of a Set-off Event) at the rate of 11% per annum on the
		outstanding principal amount of the Senior Notes.

If the Warrants Closing does not take place on or before 31 December 2019, the interest rate for the period from and including 1 January 2020 until and including the Warrants Closing Date, shall be adjusted to a rate of 13% per annum.

If a Step-Up Event occurs, at the written request of the Noteholders, the interest rate for the period from and including 1 July 2020 until and including the date on which the Group acquires 100% of Project AEC, shall be adjusted to a rate of 14% per annum.

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	If an event of default (other than a Step-Up Event) occurs,
	the interest rate for the period from and including the date
	of occurrence of such event of default (other than a Step-Up
	Event) until and including the date on which such event of
	default ceases to continue, shall be adjusted to a rate of 25% per
	annum.
	The Company shall pay interest in cash on the last day of (i) the
	three-month period commencing on (and including) the Issue
	Date, and (ii) each successive three-month period, with the last
	period ending on (and including) the Maturity Date.
Ranking:	The Senior Notes constitute direct, unconditional, secured,
	guaranteed, unsubordinated and general obligations of the
	Company and rank equally and without any preference amongst
	themselves, and the payment obligations of the Company under
	the Senior Notes will (subject to any obligations preferred by
	mandatory provisions of Law) rank at least pari passu with
	all other present and future direct, unconditional, unsecured,
	unsubordinated and general obligations issued, created or
	assumed by the Company.
Security and guarantee:	As security for the Senior Notes, the following security and
	guarantee have been created in favour of the Security Agent (for
	itself and on behalf of the Investors) on the Notes Closing Date:
	(i)	the Listco Share Charge executed by the Controlling
		Shareholder over, among other things, 3,361,112,000
		Shares held by the Controlling Shareholder and all assets
		and rights under the Listco Shares Account;
	(ii)	the Subsidiary Share Charges executed by each of the
		Subsidiary Chargors in respect of the entire issued
		share capital of each of (a) Ai De; (b) Capital Fame; (c)
		Cheng Chang; (d) East Orient; (e) Ever Crown; (f) Fresh
		International; (g) Fully Wise; (h) Polyhero International;
		(i) Profaith International; (j) Talent Wide; (k) Top Asset;
		(l) Top Perfect; (m) Vanco Investment; and (n) World
		Sharp, held by the relevant Subsidiary Chargor;
	(iii)	the Personal Guarantees executed by each of the
		Ultimate Shareholders (namely, Mr. Liao Tengjia, Mr.
		Chu Hing Tsung and Mr. Chu Muk Chi) to guarantee the
		performance of the obligations of the Obligors; and
	(iv)	the Corporate Guarantees executed by each of the
		Corporate Guarantors to guarantee the performance of the
		obligations of the Obligors.

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Transfer:	The Senior Notes are freely transferable (in whole or in part)
	by the Noteholder to any Person subject to compliance with
	all applicable Law and any transfer of the Senior Notes may
	be in respect of the whole or any part (in the Authorised
	Denomination) of the outstanding principal amount of the
	Senior Notes. No consent of the Company is required for any
	transfer of the Senior Notes to any Person, provided that no
	transfer shall be made to a connected person of the Company.
Events of default:	Each Noteholder is entitled to require, by lodging a notice of
	repayment ("EOD Notice of Repayment"), the Senior Notes
	registered in its name to be redeemed at the EOD Redemption
	Amount upon occurrence of any event of default. Such events
	of default include:
	(i)	any failure by the Company to pay the principal and/or
		any interest due and payable on any Senior Note and/or
		any other amount due and payable under any Transaction
		Document on their respective due dates;
	(ii)	the Ultimate Shareholders cease to (a) control the
		Company; or (b) effectively and beneficially own in
		aggregate at least 51% of the total issued share capital of
		the Company on a fully-diluted basis;
	(iii)	the Ultimate Shareholders cease to (a) control the
		Controlling Shareholder; or (b) legally and beneficially
		own in aggregate at least 76.03% of the total issued share
		capital of the Controlling Shareholder on a fully-diluted
		basis;
	(iv)	the Controlling Shareholder ceases to beneficially own at
		least 3,670,000,000 Shares;
	(v)	the Controlling Shareholder ceases to (a) control the
		Company; or (b) beneficially own at least 51% of the total
		issued share capital of the Company on a fully-diluted
		basis;
	(vi)	the Net Asset Value is less than HK$4,500,000,000;
	(vii)	the ratio of the Consolidated Adjusted Total Debt to the
		Consolidated Adjusted Total Assets in respect of any
		Relevant Period exceeds 82.5%;

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(viii) other than the 2017 Notes or pursuant to a refinancing transaction of the Company as permitted under the terms and conditions of the Senior Notes, the Company issues any notes or bonds or convertible notes or bonds or similar securities and the maturity date thereof is earlier

		than the Maturity Date of any Senior Notes;
	(ix)	any representation, warranty, certification or statement
		made by or on behalf of the Company or any other
		Obligor under any of the Transaction Documents shall
		have been incorrect, misleading or false;
	(x)	the trading in the Shares on the Stock Exchange is
		suspended or halted for three (3) consecutive Trading
		Days or more for any reason;
	(xi)	the Company submits a notification to the Stock
		Exchange of its proposed cancellation of the admission of
		the Shares;
	(xii)	the Shareholders approve a resolution to delist the
		Company from the Main Board of the Stock Exchange;
	(xiii) the Company ceases to be listed on the Stock Exchange;
	(xiv) any breach by the Company of its undertaking relating to
		the use of proceeds from the issue of the Senior Notes as
		specified in the Note Purchase Agreement; and
	(xv)	any failure by the Company (or its relevant subsidiary),
		for any reason, to complete the Project AEC Acquisition
		or to acquire of 100% of Project AEC on or before 30
		June 2020.
EOD Redemption Amount:	Upon early redemption of the Senior Notes due to occurrence
	of any event of default, the amount payable by the Company
	to each Noteholder who has delivered an EOD Notice of
	Repayment in respect of the outstanding principal amount of
	the Senior Notes on the date of such redemption, being the
	aggregate of:
	(i)	the Base Redemption Amount;
	(ii)	interest accrued and outstanding;

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(iii) an amount equal to an IRR of 25% per annum on the Base Redemption Amount, calculated from the Issue Date to

	the date of such redemption, taking into account:
	(a) all interest paid on the Senior Notes prior to or on
	the date of such redemption; and
	(b) any warrants return (which is calculated in
	accordance with a formula specified in the terms
	and conditions of the Senior Notes) with respect to
	the Warrants exercised by such Noteholder prior to
	or on the date of such redemption; and
	(iv) any other payment accrued and outstanding to such
	Noteholder.
Step-Up Event:	Without prejudice to the right of any Noteholder under the
	terms and conditions of the Senior Notes upon the occurrence of
	any of the events of default, if (a) there occurs a Step-Up Event,
	and (b) no Noteholder has issued an EOD Notice of Repayment
	after the occurrence of such Step-Up Event, the Company shall,
	if so requested in writing by the Noteholders, pay interest at the
	rate adjusted by the terms and condition of the Senior Notes,
	being 14% per annum, as set out in the paragraph headed "The
	Note Purchase Agreement - The Senior Notes - Interest rate"
	in this announcement. In the event that the Noteholders have
	requested an adjustment of the rate of interest as provided in
	the terms and conditions of the Senior Notes, no Noteholder
	shall issue any EOD Notice of Repayment by reason only of the
	occurrence of a Step-Up Event.

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Set-off Event:	Any Noteholder, who holds any Warrants and exercises any
	Subscription Rights attaching to such Warrants, shall have the
	right to set off in whole or in part the outstanding principal
	amount of the Senior Notes held by such Noteholder ("Set-off
	Notes") in an amount equal to all or part of the subscription
	price payable for the Warrant Shares upon the exercise of the
	Subscription Rights attaching to such Warrants in accordance
	with the terms and conditions set forth in the Warrant
	Instrument ("Set-offEvent"). The Set-off Notes shall be
	deemed to have been redeemed by the Company on the date
	on which payment is required to be made under the Warrant
	Instrument in relation to the exercise of such Subscription
	Rights. As the Set-off Event only relates to the outstanding
	principal amount of the relevant Senior Notes, the Company
	shall be liable and pay to the Noteholder all interest accrued (but
	not paid) on the Set-off Notes up to and including the date on
	which the Set-off Notes are deemed to have been redeemed by
	the Company.
Voluntary redemption:	(a)	Unless previously redeemed, the Company may at any
		time after twelve (12) months from the Issue Date and
		from time to time prior to the Maturity Date, by giving
		not less than three (3) months' notice to the Noteholder
		("Voluntary Redemption Notice"), redeem in whole
		or in part, in the Authorised Denomination, the Senior
		Notes for the time being outstanding as at the date of the
		Voluntary Redemption Notice at the total redemption
		price equal to the aggregate of (i) 100% of the principal
		amount of the Senior Notes as may be determined by
		the Company and set out in the Voluntary Redemption
		Notice to be reduced by such redemption; and (ii) all
		interest accrued and outstanding in respect of the Senior
		Notes to be reduced by such redemption, on the date of
		redemption set out in the Voluntary Redemption Notice.
		The Voluntary Redemption Notice, once delivered, shall
		be irrevocable unless the Noteholders consent to the
		withdrawal of such Voluntary Redemption Notice.
	(b)	The Company shall redeem the Senior Notes held by the
		Noteholders on a pro-rata basis.

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Mandatory redemption:	(a)	First mandatory redemption:
		(i)	Subject to the following condition (ii) and unless
			previously redeemed, the Company shall, on the
			date falling twelve (12) months after the Issue
			Date, redeem such part of the Senior Note held
			by a Noteholder representing 10% of the then
			outstanding principal amount of that Senior Note or
			such other outstanding principal amount as provided
			in the following condition (ii) ("First Mandatory
			Principal Amount") at the total redemption price
			equal to the aggregate of (1) 100% of the First
			Mandatory Principal Amount; and (2) all interest
			accrued and outstanding in respect of that part of the
			Senior Note to be reduced by such redemption.
		(ii)	For the purpose of a mandatory redemption under
			the foregoing condition (i), in the event that
			10% of the then outstanding principal amount
			of the relevant Senior Note which is subject to
			such mandatory redemption is an amount less
			than US$1,000,000, such outstanding principal
			amount shall be, or shall be deemed to be, the First
			Mandatory Principal Amount.
	(b)	Second mandatory redemption:
		(i)	Subject to the following condition (ii) and unless
			previously redeemed, the Company shall, on the
			date falling 24 months after the Issue Date, redeem
			such part of the Senior Note held by a Noteholder
			representing 10% of the then outstanding
			principal amount of that Senior Note or such other

outstanding principal amount as provided in the following condition (ii) ("Second Mandatory Principal Amount") at the total redemption price equal to the aggregate of (1) 100% of the Second Mandatory Principal Amount; and (2) all interest accrued and outstanding in respect of that part of the Senior Note to be reduced by such redemption.

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		(ii) For the purpose of a mandatory redemption under
		the foregoing condition (i), in the event that 10%
		of the then outstanding principal amount of the
		relevant Senior Note which is subject to such
		mandatory redemption is an amount less than
		US$1,000,000, such outstanding principal amount
		shall be, or shall be deemed to be, the Second
		Mandatory Principal Amount.
Conditions precedent:	The obligation of each Investor to subscribe for the Senior
	Notes is subject to the fulfilment or waiver (if applicable) of
	various conditions precedent on or before the Notes Closing
	Long Stop Date, which include, amongst other conditions:
	(i)	the 2016 Indebtedness (including the 2016 Note
		Indebtedness but excluding the 2016 Warrant
		Indebtedness) shall have been repaid or settled in full,
		there shall be no outstanding amount payable by any 2016
		Obligor to the 2016 Noteholders under the 2016 Notes,
		and the 2016 Notes shall have been cancelled by the
		Company in full;
	(ii)	all obligations and liabilities of the 2016 Obligors
		under the 2016 Transaction Documents shall have
		been discharged, repaid and settled in full and all 2016
		Transaction Documents shall have ceased to be effective
		or shall have otherwise been terminated (except for the
		2016 Warrant Instrument and 2016 Warrant Certificates,
		which shall cease to be effective upon the Termination
		Date (as defined in the 2016 Warrant Instrument) of the
		2016 Warrants pursuant to the 2016 Warrant Instrument);
	(iii)	the Controlling Shareholder shall ensure that the Listco
		Shares Account shall have a final balance of at least
		3,361,112,000 Shares on the Notes Closing;

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1. the current listing of the Shares on the Stock Exchange shall not have been cancelled or withdrawn, the Shares shall continue to be traded on the Stock Exchange at all times from the date of the Note Purchase Agreement and including the Notes Closing Date (save for any temporary suspension for not more than three (3) consecutive Business Days) and neither the Stock Exchange and/or the SFC shall not have indicated that it will or may qualify, object to, suspend, cancel or withdraw such listing and/ or dealings in the Shares and, without prejudice to the generality of the foregoing, no circumstances shall exist based on which the SFC could exercise its powers under Section 8 of the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong);
2. all requirements, if any, imposed by the Stock Exchange, in connection with the transactions contemplated under the Transaction Documents (other than the issue of Warrants), shall have been complied with in full;
3. the representations and warranties of the Warrantors under the Note Purchase Agreement ("Warranties") shall be true, correct, accurate, complete and not misleading when made and shall continue to be true, correct, accurate, complete and not misleading up to the Notes Closing Date with the same force and effect as if they had been repeated throughout the period from (and including) the signing of the Note Purchase Agreement to (and including) the Notes Closing Date (or as of another date if any of the Warranties are made with respect to such other date); and
4. the Investors shall have been satisfied with the results of their commercial, financial and legal due diligence on the Group and shall have performed and complied to its satisfaction all 'know your customer', anti-money laundering or similar identification procedures in respect of the Group.

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In the event that any of the conditions precedent to the Notes Closing is not fulfilled or waived on or before the Notes Closing Long Stop Date, each Investor participating in the Notes Closing may, at its option, without prejudice to the rights of such Investor and without prejudice to the other Investors' rights, amongst other rights, terminate the Note Purchase Agreement provided that if any other Investor proceeds with the Notes Closing in accordance with the terms of the Note Purchase Agreement, the Note Purchase Agreement shall not be terminated but the Investor who has elected not to proceed to the Notes Closing shall not be obliged to proceed with the Notes Closing.

Specific performance	It is an event of default under the conditions of the Senior
	obligations of the	Notes, if, amongst others:
	Controlling Shareholder and
	the Ultimate Shareholders:	(i)	the Controlling Shareholder ceases to beneficially own at
			least 3,670,000,000 Shares;
		(ii)	the Controlling Shareholder ceases to (a) control the
			Company, or (b) beneficially own at least 51% of the total
			issued share capital of the Company on a fully-diluted
			basis;
		(iii)	the Ultimate Shareholders cease to (a) control the
			Company, or (b) effectively and beneficially own in
			aggregate at least 51% of the total issued share capital of
			the Company on a fully-diluted basis;
		(iv)	the Ultimate Shareholders cease to (a) control the
			Controlling Shareholder, or (b) legally and beneficially
			own in aggregate at least 76.03% of the total issued share
			capital of the Controlling Shareholder on a fully-diluted
			basis; and
		(v)	any of the Ultimate Shareholders ceases to be a Director.
		Upon the occurrence of an event of default, the Senior Notes
		shall become immediately due and repayable in accordance
		with the terms and conditions of the Senior Notes.
Listing:	No application will be made for a listing of the Senior Notes on
		the Stock Exchange or any stock exchange.

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Use of proceeds:	As stipulated in the Note Purchase Agreement, the
	Company shall, and each Warrantor shall procure the
	Corporate Guarantors and the Ultimate Shareholders to,
	use US$410,000,000, being the full amount of the proceeds
	received from the issue of the Senior Notes, to repay the
	principal amount of debt (to the extent such principal amount
	has not been set-off or settled as contemplated under the Note
	Purchase Agreement) payable to the 2016 Creditors in relation
	to the 2016 Indebtedness.
Closing:	The Notes Closing has taken place on the Notes Closing Date
	(i.e. 22 September 2019).

The Warrants

The Company intends to, pursuant to the Specific Mandate, issue to each Investor the Warrants representing an amount of exercise moneys as set out opposite such Investor's name below on the Warrants Closing Date:

Name of Investor	Amount of exercise moneys of the Warrants
Blooming Rose	US$30,000,000
Heroic Day	US$10,500,000
CCB International	US$3,150,000
China Cinda	US$17,850,000

The principal terms of the Warrants were arrived at after arm's length negotiations between the Investors and the Company and are summarised as follows:

Exercise period:	The period commencing on the date of the issue of the Warrants
	and ending at 5:00 p.m. (Hong Kong time) on the Termination
	Date
Termination Date:	With respect to each Warrant, the earliest of (i) the date on
	which all Subscription Rights in respect of such Warrant have
	been exercised in full, (ii) the De-listing Early Redemption
	Date, and (iii) the date falling 36 months from the issue date of
	such Warrant, provided that if such date is not a Business Day,
	the Business Day immediately following such date.

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	The Company will ensure compliance with the requirements
	under Rule 15.02(2) of the Listing Rules at all times that the
	issue of the Warrants should, among other things, expire not
	less than one and not more than five years from the date of
	issue by ensuring that the events of default as set out in sub-
	paragraphs (xi) to (xiii) under the paragraph headed "The
	Note Purchase Agreement - The Senior Notes - Events of
	default" above shall not occur within one year after the issue
	of the Warrants. In this regard, within one year after the issue
	of the Warrants, the Company will not submit any notification
	to the Stock Exchange in relation to a proposed cancellation
	of the admission of the Shares, the Board will not propose any
	resolution to the Shareholders to delist the Company from the
	Main Board of the Stock Exchange, and the Company will take
	all reasonable steps to maintain its listing status.
Strike Price:	The initial Strike Price is HK$1.6148 (subject to adjustment)
	per Warrant Share, being approximately 150% of the average
	closing price of the Shares for the 20 consecutive Trading Days
	prior to the date of the Note Purchase Agreement.
	The Warrantholders are entitled to subscribe for the Warrant
	Shares of up to an aggregate amount of US$61,500,000
	(equivalent to approximately HK$479,700,000) at the Strike
	Price.
	The initial Strike Price of HK$1.6148 per Warrant Share
	represents:
	(i)	a premium of approximately 46.8% over the closing price
		per Share of HK$1.1 as quoted on the Stock Exchange on
		the Last Trading Date;
	(ii)	a premium of approximately 45.48% over the average of
		the closing prices of the Shares as quoted on the Stock
		Exchange for the last five consecutive Trading Days up to
		and including the Last Trading Date, being HK$1.11 per
		Share; and
	(iii)	a premium of approximately 45.09% over the average of
		the closing prices of the Shares as quoted on the Stock
		Exchange for the last ten consecutive Trading Days up to
		and including the Last Trading Date, being HK$1.113 per
		Share.

- 16 -

Proceeds:	The subscription money payable by a Warrantholder, upon
	the exercise of the Subscription Rights, may be satisfied in the
	following manner at such Warrantholder's election:
	(i)	by setting off an amount of the exercise moneys equal to
		the aggregate strike price against the outstanding principal
		amount of any Senior Notes held by such Warrantholder
		("Set-off");
	(ii)	by payment in cash to such bank account as designated by
		the Company as notified in writing to the Warrantholder
		three (3) Business Days in advance;
	(iii)	by a combination of payment in cash and by way of Set-
		off as set forth in the foregoing (i) and (ii); or
	(iv)	by such other method of payment as the Company and
		such Warrantholder may reasonably agree.
	Assuming the Warrants with an aggregate amount of exercise
	moneys of US$61,500,000 are issued and all exercise moneys
	of the Subscription Rights will be settled by the Warrantholders
	to the Company in cash, the Company will receive gross
	proceeds of approximately HK$479.7 million, and the net
	proceeds of approximately HK$478 million in this regard. The
	Company currently intends to use the net proceeds from the
	issue of the Warrants to repay the Senior Notes.
	Assuming the full exercise of the Subscription Rights, the
	net price to the Company of each Warrant Share, which is
	calculated by dividing the aggregate net proceeds from the
	issue of the Warrant Shares and the exercise of the Subscription
	Rights by the Warrantholders by the total number of the Warrant
	Shares, is approximately HK$1.6091.
Adjustment to Strike Price:	The Strike Price shall from time to time be adjusted as set out in
	the terms and conditions of the Warrants if and whenever:
	(i)	the Shares, by reason of any consolidation or subdivision,
		become of a different nominal amount;
	(ii)	the Company shall issue any Shares credited as fully paid
		by way of capitalisation of profits or reserves;

- 17 -

1. the Company shall make any distributions in cash or specie to Shareholders (whether on a reduction of capital or otherwise) or shall grant to such Shareholders rights to acquire for cash assets of the Company or any of its subsidiaries;
2. the Company shall offer to Shareholders new Shares for subscription by way of rights, or shall grant to Shareholders any rights to subscribe for new Shares, at a price per new Share which is less than 95% of the Market Price at the date of the announcement of the terms of the offer or grant;
3. the Company or any other company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights to acquire or subscribe for new Shares and the total effective consideration (i.e. the consideration receivable by the issuer for any such securities plus the additional minimum consideration (if any) to be received by the issuer and/or the Company (if not the issuer) upon (and assuming) the conversion or exchange thereof or the exercise of such acquisition or subscription rights) per new Share initially receivable for such securities is less than 95% of the Market Price at the date of the announcement of the terms of issue of such securities;
4. the Company shall issue wholly for cash any new Shares (other than pursuant to a rights issue) at a price per Share which is less than 95% of the Market Price at the date of the announcement of the terms of such issue;
5. the Company shall purchase any Shares or securities convertible into Shares or any rights to acquire Shares (other than on the Stock Exchange or any stock exchange recognised for such purpose) and the Directors cancel such Shares, securities convertible into Shares or rights to acquire Shares;
6. the Company shall issue any Shares for the acquisition of any asset at a total effective consideration (i.e. the aggregate consideration credited as being paid for such new Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof) per new Share which is less than 95% of the Market Price at the date of the announcement of the terms of such issue.
7. • 18 -

	No adjustment to the Strike Price shall be made to (i) an issue
	of fully paid Shares upon the exercise of any conversion rights
	attached to securities convertible into or exchangeable for
	Shares or upon exercise of any rights to acquire or subscribe for
	Shares provided that an adjustment has been made in respect
	of the issue of such securities or granting of such rights (as the
	case may be); (ii) any issue of Shares pursuant to the exercise of
	the Subscription Rights; (iii) the grant of any option or Shares
	under the Share Incentive Scheme or an issue of Shares pursuant
	to the exercise of the said option(s); and (iv) the issue of Shares
	upon the exercise of any subscription rights in relation to the
	2016 Warrants on the terms and subject to the conditions of the
	2016 Warrant Instrument.
	No adjustment to the Strike Price shall be made if such
	adjustment will result in issuing any Warrant Share at a
	discount to the applicable par value of a Share and the adjusted
	Strike Price shall then be set at the then applicable par value of
	a Share.
Warrant Shares:	As at the date of this announcement, the Company has a total
	of 7,194,417,247 Shares in issue. Assuming the Warrants with
	an aggregate amount of exercise moneys of US$61,500,000
	(equivalent to approximately HK$479,700,000) are issued,
	the Subscription Rights attaching to the Warrants, if exercised
	in full, will entitle the holders thereof to subscribe for up to
	297,064,651 Warrant Shares (of an aggregate nominal value
	of HK$29,706,465.1) at the initial Strike Price of HK$1.6148.
	Such Warrant Shares represent approximately 4.13% of the
	Shares in issue as at the date of this announcement. Assuming
	there is no change in the issued share capital of the Company
	from the date of this announcement to the date of the full
	exercise of the Subscription Rights, such 297,064,651 Warrant
	Shares represent approximately 3.97% of the issued share
	capital of the Company as enlarged by the issue of such Warrant
	Shares.
Ranking:	The Warrant Shares, when allotted and issued, will rank pari
	passu with the existing issued Shares as at the date of the
	allotment.
Listing:	The Company will apply to the Stock Exchange for the
	listing of, and permission to deal in, the Warrant Shares. No
	application for the listing of the Warrants has been or will be
	made.
Conditions precedent:	The obligation of the Company to issue the Warrants is subject
	to the fulfilment of each of the following conditions (none of
	which may be waived):
	- 19 -

	(i)	the Notes Closing shall have taken place upon the terms
		and subject to the conditions of the Note Purchase
		Agreement;
	(ii)	the subscription rights under the 2016 Warrant Instrument
		has lapsed and ceases to be exercisable;
	(iii)	the Shareholders shall have granted the Specific Mandate
		to the Board and such Specific Mandate remains valid,
		fully effective and has not been revoked;
	(iv)	the Investors shall have received from the Company
		a copy certified as true by a Director or the company
		secretary of the Company of the resolution of the
		Company passed at the SGM approving the terms of
		the Warrant Instrument, the transactions contemplated
		thereunder, and the allotment and issue of all Warrant
		Shares issuable by the Company upon the full exercise
		of the Subscription Rights, and such resolutions have not
		been subsequently amended or revoked; and
	(v)	the Investors shall have received from the Company a
		certified true copy of the approval of the Stock Exchange
		for the listing of, and permission to deal in, the Warrant
		Shares (either unconditionally or subject only to the
		conditions to which neither the Company nor the
		Investors may reasonably object).
Transfer:	The Warrants are freely transferable to any Person in whole
	or in part (in US$1,000,000 or integral multiples thereof) of
	the total exercise moneys, and no consent of the Company
	is required for any transfer of the Warrants to any Person,
	provided that no transfers shall be made to a connected person
	of the Company.

The Strike Price set out above was determined based on the arm's length negotiations between the Company and the Investors, taking into account the recent trading prices of the Shares. The Directors consider that the terms of the Senior Notes and the Warrants (including the Strike Price (and the mechanism for determining the Strike Price)) are on normal commercial terms and are fair and reasonable and in the best interest of the Company and its shareholders as a whole.

- 20 -

SPECIFIC MANDATE TO ISSUE THE WARRANT SHARES

The Warrant Shares will be issued under the Specific Mandate to be sought at the SGM.

APPLICATION FOR LISTING

No listing of the Warrants will be sought on the Stock Exchange or any other stock exchanges. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares.

REASONS FOR THE ISSUE OF SENIOR NOTE AND WARRANTS

The Group is principally engaged in property development, property investment, project management, and other property development related services in the PRC.

The Board considers that the issue of Senior Notes and Warrants represent an opportunity to raise funds for the Company to repay the 2016 Indebtedness.

FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE MONTHS

Save as disclosed below, the Company has not conducted any fund raising activity in the 12 months immediately preceding the date of this announcement.

		Intended use of net
Date of announcement	Fund raising activity	proceeds
26 November 2018 and	Issue of 770,000,000	Total net proceeds
2 January 2019	Shares at the	of approximately
	subscription price	HK$1,000.5 million
	of HK$1.30 per	were intended to be
	subscription share to	used for repaying
	Rong De pursuant	the bank and other
	to the subscription	borrowings of the
	agreement dated	Group
	26 November 2018
	entered into between
	the Company and
	Rong De

Actual use of net proceeds as at the date of this announcement

Total net proceeds of approximately HK$1,000.5 million have been fully used by the Group for repaying its bank and other borrowings

- 21 -

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company had 7,194,417,247 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 (assuming that (a) the Warrants representing exercise moneys of US$61,500,000 (equivalent to approximately HK$479,700,000) will be issued; (b) there will be no further changes in the issued share capital of the Company prior to such exercise; and (c) there will be no adjustment to the Strike Price) are as follows:

					Immediately
	As at the date of	after the full exercise of
	this announcement	the Subscription Rights
	No. of Shares	Approximate %	No. of Shares	Approximate %
Rong De (Note 1)	4,825,791,289	67.08	4,825,791,289	64.42
Warrantholders	-		-	297,064,651	3.97
Public Shareholders	2,368,625,958	32.92	2,368,625,958	31.62
Total	7,194,417,247	100.00	7,491,481,898	100.00

Notes:

1. Rong De is beneficially owned as to 36.00% by Mr. Liao Tengjia, 34.06% by Mr. Chu Hing Tsung and 29.94% by Mr. Chu Muk Chi, each being an executive Director.
2. Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

LISTING RULES IMPLICATIONS

Pursuant to the Note Purchase Agreement, the Controlling Shareholder (a connected person of the Company) is required to provide and has provided collateral security and corporate guarantee for, and the Ultimate Shareholders (each being a connected person of the Company) are required to provide and have provided personal guarantees for, the issue of the Senior Notes and the continuing term of the Senior Notes. The provision of such collateral security and/or such guarantee is regarded as a provision of financial assistance to the Company by such connected persons of the Company and constitutes connected transactions of the Company under Chapter 14A of the Listing Rules. Given that no security over the assets of the Group is granted to the Controlling Shareholder and/or the Ultimate Shareholders in respect of the grant of the financial assistance by them to secure the Company's obligations under the Transaction Documents and such grant of financial assistance is for the benefit of the Company on normal commercial terms (or better to the Company), such grant of financial assistance is fully exempted from the reporting, announcement and independent shareholders' approval requirements of Chapter 14A of the Listing Rules under Rule 14A.90 of the Listing Rules.

- 22 -

Pursuant to the Note Purchase Agreement, the Controlling Shareholder is required to enter and has entered into the Listco Share Charge, whereby the Controlling Shareholder's interests in, among other things, certain number of Shares in the Listco Shares Account are charged, by way of a first fixed charge, in favour of the Security Agent (as trustee for the benefit of itself and on behalf of the Investors). Such charge over the Shares is required to be disclosed pursuant to Rule 13.17 of the Listing Rules. Please refer to the paragraph headed "The Note Purchase Agreement - The Senior Notes - Security and guarantee" in this announcement for further details.

The conditions of the Senior Notes also included certain conditions imposing specific performance obligations on the Controlling Shareholder and the Ultimate Shareholders (including but not limited to, a requirement to maintain a specified minimum holding in the share capital of the Company by each of the Controlling Shareholder and the Ultimate Shareholders) and breach of such obligations would cause a default in respect of the Senior Notes, and such specific performance obligations of the Controlling Shareholder and the Ultimate Shareholders is required to be disclosed pursuant to Rule 13.18 of the Listing Rules. Please refer to the paragraph headed "The Note Purchase Agreement - The Senior Notes - Specific performance obligations of the Controlling Shareholder and the Ultimate Shareholders" in this announcement for further details.

GENERAL

The SGM will be convened and held to consider and, if thought fit, pass the requisite resolution(s) to approve the Specific Mandate for the allotment and issue of the Warrant Shares. As at the date of this announcement, to the best knowledge of the Directors, no Shareholder has any material interest in the proposed grant of the Specific Mandate and accordingly, all Shareholders are entitled to vote at the SGM. Pursuant to the terms of the Note Purchase Agreement, the Controlling Shareholder has undertaken to the Investors that it will vote in favour of the resolution approving the grant of the Specific Mandate at the SGM.

A circular containing, among other things, (i) further details of the Warrants; and (ii) a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"2016 Creditors"	all creditors who are entitled to any payment under the 2016
	Transaction Documents, including the 2016 Noteholders
"2016 Indebtedness"	all outstanding indebtedness incurred by the 2016 Obligors
	under the 2016 Transaction Documents (including the
	2016 Note Indebtedness but excluding the 2016 Warrant
	Indebtedness) as at the Notes Closing Date
"2016 Noteholders"	all registered holders of the outstanding 2016 Notes as at the
	date of the Note Purchase Agreement
	- 23 -

"2016 Note Indebtedness"	all outstanding indebtedness incurred by the 2016 Obligors
	under the 2016 Notes as at the Notes Closing Date
"2016 Notes"	the senior secured guaranteed notes in the aggregate principal
	amount of up to US$500,000,000 due 2019 issued by the
	Company as constituted by the note certificates and the
	terms and conditions in relation thereto (as amended and
	supplemented from time to time), further details of which are
	set out in the announcements of the Company dated 3 August
	2016, 23 September 2016, 11 October 2016 and 2 August 2019,
	and the circular of the Company dated 23 September 2016
"2016 Obligors"	the parties to the 2016 Transaction Documents other than the
	2016 Noteholders, the Security Agent, the other 2016 Creditors
	and ABCI Securities Company Limited
"2016 Transaction Documents"	all transaction documents in connection with the issue by the
	Company of the 2016 Notes and the 2016 Warrants
"2016 Warrant Certificates"	certificates representing the 2016 Warrants held by all registered
	holders of the outstanding 2016 Warrants as at the date of the
	Note Purchase Agreement
"2016 Warrant Indebtedness"	all amounts payable to all registered holders of the outstanding
	2016 Warrants as at the date of the Note Purchase Agreement
	under the 2016 Warrant Instrument as at the Notes Closing Date
"2016 Warrant Instrument"	the warrant instrument dated 14 October 2016 executed by way
	of a deed poll by the Company in relation to the 2016 Warrants
"2016 Warrants"	the warrants with an aggregate amount of exercise moneys of
	up to US$75,000,000 of the Company which entitles holders
	thereof to subscribe for shares of the Company at the initial
	strike price of HK$1.9995 (as adjusted from time to time
	in accordance with the 2016 Warrant Instrument) with the
	current adjusted strike price of HK$1.79, as constituted by the
	2016 Warrant Instrument and warrant certificates issued to all
	registered holders of the outstanding 2016 Warrants as at the
	date of the Note Purchase Agreement, further details of which
	are set out in the announcements of the Company dated 3
	August 2016, 22 August 2016, 23 September 2016, 11 October
	2016, 14 November 2016 and 9 January 2019 and the circular
	of the Company dated 23 September 2016

- 24 -

"2017 Notes"	the senior secured guaranteed notes in the aggregate principal
	amount of up to US$80,000,000 due 2019 issued by the
	Company as constituted by the note certificates and the terms
	and conditions in relation thereto, further details of which
	are set out in the announcement of the Company dated 30
	November 2017
"Ai De"	Ai De Investments Limited (靄德投資有限公司), a company
	incorporated in the BVI with limited liability and an indirect
	wholly-owned subsidiary of the Company
"All Flourish"	All Flourish Investments Limited (通興投資有限公司), a
	company incorporated in the BVI with limited liability
"Authorised Denomination"	the denomination of US$1,000,000 or integral multiples thereof
"Base Redemption Amount"	100% of the aggregate principal amount of such outstanding
	Senior Notes held by each Noteholder
"Board"	the board of Directors
"Blooming Rose"	Blooming Rose Enterprises Corp., a company incorporated in
	the BVI with limited liability, being one of the Investors
"Business Day"	a day on which commercial banks in Hong Kong are generally
	open for business (other than a Saturday, Sunday, public
	holiday or a day on which commercial banks do not open for
	business owing to a tropical cyclone warning signal number 8
	or above or a "black" rainstorm warning signal being in force in
	Hong Kong
"BVI"	the British Virgin Islands
"Capital Fame"	Capital Fame Investments Limited (嘉鋒投資有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"CCB International"	CCB International Overseas Limited, a company incorporated
	in Hong Kong with limited liability, being one of the Investors
"Cheng Chang"	Cheng Chang Holdings Limited (誠昌控股有限公司), a
	company incorporated in the BVI with limited liability and an
	indirect wholly-owned subsidiary of the Company
"China Cinda"	China Cinda (HK) Asset Management Co., Limited, a company
	incorporated in Hong Kong with limited liability, being one of
	the Investors
"Company"	Zhuguang Holdings Group Company Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
	- 25 -

"connected person"	has the meaning ascribed to it under the Listing Rules
"Consolidated Adjusted	at any time, the aggregate value of all current assets and non-
Total Assets"	current assets of the Group on the account date of and as
	shown on the Relevant Financial Statements minus all the
	advances from customers and contract liabilities of the Group
	on the account date of and as shown in the Relevant Financial
	Statements
"Consolidated Adjusted	at any time, the aggregate amount of all interest-bearing
Total Debt"	borrowings and other indebtedness (whether current or
	funded, secured or unsecured, including liabilities in respect of
	mandatorily redeemable or purchasable shares, capital stock or
	securities convertible into shares) of the Group on the account
	date of and as shown on the Relevant Financial Statements
	minus all the advances from customers and contract liabilities
	of the Group on the account date of and as shown in the
	Relevant Financial Statements
"Controlling Shareholder"	Rong De Investments Limited ( 融德投資有限公司), a
or "Rong De"	company incorporated in the BVI with limited liability, being
	the controlling shareholder (within the meaning of the Listing
	Rules) of the Company
"Corporate Guarantee"	each deed of guarantee entered into between the Security
	Agent (for itself and on behalf of the Investors) and each
	Corporate Guarantor on the Notes Closing Date, and "Corporate
	Guarantees" shall be construed accordingly
"Corporate Guarantors"	means collectively:
	(i)	Rong De;
	(ii)	Zhuguang Group;
	(iii)	South Trend;
	(iv)	Cheng Chang;
	(v)	Profaith International;
	(vi)	Ai De;
	(vii)	Top Perfect;
	(viii)	Ever Crown;
	(ix)	East Orient;
	(x)	Fully Wise;
	(xi)	Polyhero International;
	(xii)	Top Asset;
	(xiii)	Vanco Investment;
	(xiv)	Talent Wide;
	(xv)	Capital Fame;
	(xvi)	Fresh International; and
	(xvii)	World Sharp,

and each a "Corporate Guarantor"

- 26 -

"Custodian Deed"	the custodian deed supplemental to the cash securities trading
	account terms and conditions in relation to the Listco Shares
	Account entered into between the Controlling Shareholder,
	ABCI Securities Company Limited as safekeeping agent and
	the Security Agent (for itself and on behalf of the Investors) on
	the Notes Closing Date
"De-listing Early Redemption	the date on which all the outstanding Senior Notes are redeemed
Date"	by the Noteholders pursuant to the terms and conditions of the
	Senior Notes upon the occurrence of any of the events of default
	as set out in sub-paragraphs (xi) to (xiii) under the paragraph
	headed "The Note Purchase Agreement - The Senior Notes -
	Events of default" in this announcement
"Director(s)"	the director(s) of the Company
"East Orient"	East Orient Investment Limited (達東投資有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"EOD Redemption Amount"	upon early redemption of the Senior Note due to occurrence
	of any event of default, the amount payable by the Company
	to each Noteholder who has delivered an EOD Notice of
	Repayment in respect of the outstanding principal amount of
	the Senior Notes on the date of such redemption
"Ever Crown"	Ever Crown Corporation Limited (冠恒興業有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"Fresh International"	Fresh International Limited (豐順國際有限公司), a company
	incorporated in Hong Kong with limited liability and an indirect
	wholly-owned subsidiary of the Company
"Fully Wise"	Fully Wise Investment Limited (惠豐投資有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"Governmental Authority"	any nation or government or any federation, province or state
	or any other political subdivision thereof; any entity, authority
	or body exercising executive, legislative, judicial, regulatory
	or administrative functions of or pertaining to government,
	including any government authority, agency, department, board,
	commission, instrumentality, securities exchange, supervisory
	or regulatory body of any country, or any political subdivision
	thereof, any court, tribunal or arbitrator, and any self-regulatory
	organization

- 27 -

"Group"	the Company and its subsidiaries
"Heroic Day"	Heroic Day Limited, a company incorporated in the BVI with
	limited liability, being one of the Investors
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Third Parties"	third parties independent of the Company and the connected
	persons of the Company and an "Independent Third Party" shall
	be construed accordingly
"Investors"	Blooming Rose, Heroic Day, CCB International and China
	Cinda, and each an "Investor"
"IRR"	an annual compounded, cumulative internal rate of return that
	produces a net present value of all cash flows (positive and
	negative) from an investment equal to zero
"Issue Date"	the issue date of the Senior Notes
"Last Trading Date"	20 September 2019, being the last Trading Day immediately
	before the entering into the Note Purchase Agreement
"Law" or "Laws"	any constitutional provision, statute or other law, rule
	(including the Listing Rules), regulation, guidance, decisions,
	published official policy or published official interpretation
	of any Governmental Authority and any injunction, judgment,
	order, ruling, assessment or writ issued by any Governmental
	Authority
"Listco Share Charge"	the share charge entered into between the Controlling
	Shareholder as chargor and the Security Agent (for itself and on
	behalf of the Investors), which creates a security interest over,
	among other things, initially 3,361,112,000 Shares held by
	the Controlling Shareholder and all assets and rights under the
	Listco Shares Account, on the Notes Closing Date
"Listco Shares Account"	a specific cash securities trading account of the Controlling
	Shareholder established and operated in accordance with the
	Transaction Documents
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

- 28 -

"Market Price"	the average of the closing prices of one Share on the Stock
	Exchange in respect of dealings in board lots for the five
	consecutive Trading Days ending on the last Trading Day
	preceding the day on or as of which the Market Price is to be
	ascertained
"Maturity Date"	21 September 2022 or, if such date is not a Business Day, the
	Business Day immediately following such date, on which the
	outstanding principal amount payable under the Senior Notes
	become due and payable
"Net Asset Value"	the consolidated net asset value of the Group on the account
	date of and as shown in the Relevant Financial Statements
"Note Instrument"	the instrument executed by way of deed poll by the Company
	creating and constituting the Senior Notes on the Notes Closing
	Date
"Noteholder(s)"	holder(s) of any Senior Notes from time to time
"Note Purchase Agreement"	the note purchase agreement entered into by and among
	the Company, the Controlling Shareholder, the Ultimate
	Shareholders and the Investors dated 22 September 2019 in
	relation to the issue and subscription of the Senior Notes and
	the transactions contemplated thereunder
"Notes Closing"	the consummation of the issue and subscription of the Senior
	Notes in accordance with the Note Purchase Agreement
"Notes Closing Date"	the date on which the Notes Closing occurred, i.e. 22 September
	2019
"Notes Closing Long Stop Date"	on or before 22 September 2019 or such other date as may be
	agreed between the Company and the Investors in writing
"Obligors"	collectively the parties to the Transaction Documents other
	than the Investors, ABCI Securities Company Limited as the
	safekeeping agent and the Security Agent, and "Obligor" means
	any one of them
"Person"	any individual, corporation, partnership, limited partnership,
	proprietorship, association, limited liability company, firm,
	trust, estate or other enterprise or entity and that Person's legal
	personal representatives, successors and assigns

- 29 -

"Personal Guarantee"	each deed of guarantee entered into between the Security
	Agent (for itself and on behalf of the Investors) and each
	Ultimate Shareholder on the Notes Closing Date, and "Personal
	Guarantees" shall be construed accordingly
"Polyhero International"	Polyhero International Limited (寶豪國際有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirectly wholly-owned subsidiary of the Company
"PRC"	the People's Republic of China, for the purposes of this
	announcement only, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Profaith International"	Profaith International Holdings Limited (盈信國際控股有限
	公司), a company incorporated in the BVI with limited liability
	and an indirect wholly-owned subsidiary of the Company
"Project AEC"	a real property development project known as Project AEC
	in relation to a piece of land with lot number D1518 圖7幅 1
	地號, and with a gross area of approximately 107,400 square
	metres, which is located at Huangpu Road East, Tianhe District,
	Guangzhou City, Guangdong Province, PRC (with real estate
	certificate number 0150049922)
"Project AEC Acquisition"	the acquisition by the Group of the entire issued share capital of
	the Project AEC Acquisition Target(s), in one transaction or a
	series of transactions, on such terms as may be approved by the
	Investors for the purpose of acquiring Project AEC
"Project AEC	All Flourish and/or another subject company whose equity
Acquisition Target(s)"	securities are the target of acquisition under the Project AEC
	Acquisition
"Relevant Financial	the financial statements of the Group provided by the Company
Statements"	from time to time pursuant to the Transaction Documents
"Relevant Period"	each period of twelve (12) months ending on the last day of
	each financial year of the Company and each period of six (6)
	months ending on the last day of the first six (6) months of each
	financial year of the Company
"Security Agent"	The Bank of New York Mellon, Hong Kong Branch, or its
	successor as appointed from time to time under the Security
	Trust Deed

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"Security and Guarantee	(i) the Personal Guarantees; (ii) the Corporate Guarantees;
Documents"	(iii) the Listco Share Charge; (iv) the Subsidiary Share
	Charges; (v) each additional security document; (vi) each
	document executed by an Obligor under or in connection with
	each Security and Guarantee Document; and (vii) any other
	document designated as such pursuant to the Note Purchase
	Agreement
"Security Trust Deed"	the security trust deed entered into between the Company,
	the Ultimate Shareholders, Rong De, the Security Agent,
	the Investors, the Corporate Guarantors and the Subsidiary
	Chargors on the Notes Closing Date
"Senior Notes"	the senior secured guaranteed notes in the aggregate principal
	amount of US$410,000,000 (equivalent to approximately
	HK$3,198,000,000) of the Company created and constituted by
	the Note Instrument
"SFC"	Hong Kong Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"SGM"	the special general meeting of the Company to be convened to
	approve the Specific Mandate
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
"Share Incentive Scheme"	any scheme approved in general meeting(s) of the Shareholders
	for the issue or grant to such eligible participants or their
	personal representatives of Shares or options to subscribe
	for Shares in accordance with the requirements of the Stock
	Exchange and the Listing Rules
"Shareholder(s)"	holder(s) of the Share(s)
"South Trend"	South Trend Holdings Limited ( 南興控股有限公司), a
	company incorporated in the BVI with limited liability and a
	direct wholly-owned subsidiary of the Company
"Specific Mandate"	the specific mandate to be sought from the Shareholders at the
	SGM for the allotment and issue of all Warrant Shares upon the
	full exercise of the Subscription Rights

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Strike Price"	the price payable to subscribe for one Warrant Share upon
	exercise of the Subscription Rights conferred by a Warrant,
	which is subject to adjustments
"Step-Up Event"	the event of default as set out in sub-paragraph (xv) under the
	paragraph headed "The Note Purchase Agreement - The Senior
	Notes - Events of default" in this announcement
"Subscription Rights"	the subscription rights that are attached to the Warrants to
	subscribe for the Warrant Shares
"Subsidiary Chargors"	means collectively:
	(i)	Ai De;
	(ii)	Cheng Chang;
	(iii)	Profaith International;
	(iv)	South Trend;
	(v)	Talent Wide; and
	(vi)	Zhuguang Group,
	each being a wholly-owned subsidiary of the Company, and
	each a "Subsidiary Chargor"
"Subsidiary Share Charges"	the various share charges in favour of the Security Agent
	(for itself and on behalf of the Investors) executed by certain
	subsidiaries of the Company as set out in the paragraph headed
	"The Note Purchase Agreement - The Senior Notes -
	Security and guarantee"
"Talent Wide"	Talent Wide Holdings Limited ( 智博控股有限公司), a
	company incorporated in the BVI with limited liability and an
	indirect wholly-owned subsidiary of the Company
"Termination Date"	with respect to each Warrant, the earliest of (i) the date on
	which all Subscription Rights in respect of such Warrant have
	been exercised in full, (ii) the De-listing Early Redemption
	Date, and (iii) the date falling 36 months from the issue date of
	such Warrant, provided that if such date is not a Business Day,
	the Business Day immediately following such date

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"Top Asset"	Top Asset Development Limited (通利發展有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"Top Perfect"	Top Perfect Development Limited (泰恒發展有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"Trading Day"	a day on which trading is conducted on the Stock Exchange
	in accordance with the Trading Rules of the Stock Exchange
	other than a day on which both the morning and the afternoon
	trading sessions or either of them is cancelled owing to a
	tropical cyclone warning signal number 8 or above or a "black"
	rainstorm warning signal being in force in Hong Kong
"Transaction Documents"	(i) the Note Purchase Agreement; (ii) the Note Instrument
	(and the Senior Notes as evidenced by the note certificates
	together with terms and conditions attached thereto); (iii) the
	Warrant Instrument (and the Warrants as evidenced by the
	warrant certificates together with the terms and conditions
	attached thereto); (iv) the Security and Guarantee Documents;
	(v) the Security Trust Deed; (vi) the Custodian Deed; (vii)
	any other document designated as such pursuant to the Note
	Purchase Agreement; and (viii) any deeds of adherence, deeds
	of accession, deeds of novation, other agreements, instruments,
	certificates executed or entered into pursuant to or in connection
	with any of the foregoing
"Ultimate Shareholders"	Mr. Liao Tengjia, Mr. Chu Hing Tsung and Mr. Chu Muk Chi,
	each being an executive Director, who, in aggregate, hold 100%
	equity interest in Rong De, and each an "Ultimate Shareholder"
"US$"	United States Dollars, the lawful currency of the United States
	of America
"Vanco Investment"	Vanco Investment Limited (雅豪投資有限公司), a company
	incorporated in Hong Kong with limited liability and an indirect
	wholly-owned subsidiary of the Company
"Warrantholder"	the Person in whose name the Warrants are registered from time
	to time, and "Warrantholders" shall be construed accordingly

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"Warrant Instrument"	the instrument to be executed by way of deed poll by the
	Company creating and constituting the Warrants on the
	Warrants Closing Date
"Warrants"	the warrants of the Company to subscribe for Shares in favour
	of the Warrantholders, with an aggregate amount of exercise
	moneys of US$61,500,000 (equivalent to approximately
	HK$479,700,000) to be created and issued by the Company
	to the Investors at the Warrants Closing, which entitle the
	holder(s) thereof to subscribe for the Warrant Shares at the
	Strike Price
"Warrants Closing"	the consummation of the issue of the Warrants in accordance
	with the Note Purchase Agreement
"Warrants Closing Date"	the date on which the Warrants Closing occurs, which shall
	be a date falling within three (3) Business Days after the
	fulfilment of the conditions to the Warrants Closing as set out in
	the paragraph headed "The Note Purchase Agreement - The
	Warrants - Conditions precedent" in this announcement
"Warrant Share(s)"	the Share(s) issuable to the Warrantholders upon exercise of the
	Subscription Rights
"Warrantors"	(i) the Company, (ii) Rong De and (iii) the Ultimate
	Shareholders, each a "Warrantor"
"World Sharp"	World Sharp Investments Limited (華聲投資有限公司), a
	company incorporated in Hong Kong with limited liability and
	an indirect wholly-owned subsidiary of the Company
"Zhuguang Group"	Zhuguang Group Limited (珠光集團有限公司), a company
	incorporated in the BVI with limited liability and a direct
	wholly-owned subsidiary of the Company

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"%"

per cent

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 at all.

On behalf of the Board

Zhuguang Holdings Group Company Limited

Chu Hing Tsung

Chairman

Hong Kong, 22 September 2019

As at the date of this announcement, the Board comprises (i) six executive Directors, namely Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman), Mr. Liu Jie (Chief Executive Officer), Mr. Liao Tengjia (Deputy Chairman), Mr. Huang Jiajue (Deputy Chairman), Mr. Chu Muk Chi (alias Mr. Zhu La Yi) and Ms. Ye Lixia; and (ii) three independent non-executive Directors, namely Mr. Leung Wo Ping JP, Mr. Wong Chi Keung and Dr. Feng Ke

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