Zhuguang : ISSUE OF WARRANTS AND ALLOTMENT AND ISSUE OF WARRANT SHARES UNDER SPECIFIC MANDATE; AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Zhuguang Holdings Group Company Limited ("Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchasers or transferees or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchasers or transferees.

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

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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 WARRANTS AND ALLOTMENT AND ISSUE OF

WARRANT SHARES UNDER SPECIFIC MANDATE;

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company ("SGM") to be held at 2:15 p.m. on Thursday, 21 November 2019 at Meeting Room No.1, 19/F., Zhuguang Xincheng International Centre, Block B, No. 3 Qingyi Street, Race Course Road, Tianhe District, Guangzhou, The People's Republic of China, is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zhuguang.com.hk). Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 2:15 p.m. on Tuesday, 19 November 2019 or in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5 November 2019

* For identification purpose only

	CONTENTS
	Page
Definitions...............................................................................................................................	1
Letter from the Board...........................................................................................................	14
Notice of the Special General Meeting.................................................................................	SGM-1

- i -

DEFINITIONS

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

"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
"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

- 1 -

	DEFINITIONS
"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
"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
"Accountants"	one of the big four accounting firms or such other qualified
	independent public accountant firm of international repute
	approved by the Warrantholders
"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
"Announcement"	the announcement of the Company dated 22 September 2019
	in relation to the issue of the Senior Notes and the Warrants
"Approved Investment Bank"	an independent reputable investment bank holding a licence
	from the SFC for Type 6 regulated activity and approved by the
	Warrantholders
"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

- 2 -

	DEFINITIONS
"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
"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
Total Assets"	non-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

- 3 -

	DEFINITIONS
"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"

- 4 -

	DEFINITIONS
"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	the date on which all the outstanding Senior Notes are
Redemption Date"	redeemed from 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 the Letter from the
	Board in this circular
"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

- 5 -

	DEFINITIONS
"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
"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
"Latest Practicable Date"	1 November 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	information for inclusion in this circular
"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

- 6 -

	DEFINITIONS
"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
"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

- 7 -

DEFINITIONS

"Notes Closing Long Stop Date"

"Obligors"

"Person"

"Personal Guarantee"

"Polyhero International"

"PRC"

"Profaith International"

"Project AEC"

"Project AEC Acquisition"

"Project AEC Acquisition   Target(s)"

on or before 22 September 2019 or such other date as may be agreed between the Company and the Investors in writing

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

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

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 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

the People's Republic of China, for the purposes of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

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

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)

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

All Flourish and/or another subject company whose equity securities are the target of acquisition under the Project AEC Acquisition

- 8 -

	DEFINITIONS
"Relevant Financial Statements"	the financial statements of the Group provided by the Company
	from time to time pursuant to the Transaction Documents
"Relevent 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
"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"	a special general meeting of the Company convened to be held
	at 2:15 p.m. on Thursday, 21 November 2019 at Meeting Room
	No.1, 19/F., Zhuguang Xincheng International Centre, Block B,
	No. 3 Qingyi Street, Race Course Road, Tianhe District,
	Guangzhou, The People's Republic of China, for the purpose
	of considering and, if thought fit, approving the issue of the
	Warrants and the Specific Mandate for the allotment and issue
	of the Warrant Shares

- 9 -

	DEFINITIONS
"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
"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 the Letter from the Board
	in this circular
"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"

- 10 -

	DEFINITIONS
"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" in the Letter from the Board in this
	circular
"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 respects 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
"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 the terms and condition 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 designed 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

- 11 -

	DEFINITIONS
"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
"Warrant Certificates"	the certificates representing the Warrants
"Warrantholder"	the Person in whose name the Warrants are registered from
	time to time, and "Warrantholders" shall be construed
	accordingly
"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 the Letter from the
	Board in this circular
"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"

- 12 -

	DEFINITIONS
"Winding Up"	bankruptcy, restructuring, composition, winding up,
	amalgamation, reconstruction, administration, judicial
	management, dissolution, liquidation, merger or consolidation
	or any analogous procedure or step in any jurisdiction, whether
	or not the entity involved is or becomes insolvent
"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
"%"	per cent

In this circular, 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.

References to time and dates in this circular are to Hong Kong time and dates.

- 13 -

LETTER FROM THE BOARD

ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(stock code: 1176)

Executive Directors:	Registered office:
Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi)	Clarendon House
(Chairman)	2 Church Street
Mr. Liu Jie (Chief Executive Officer)	Hamilton HM11
Mr. Liao Tengjia (Deputy Chairman)	Bermuda
Mr. Huang Jiajue (Deputy Chairman)	Principal place of business
Mr. Chu Muk Chi (alias Mr. Zhu La Yi)
Ms. Ye Lixia	in Hong Kong:
Independent non-executive Directors:	Room 5702-5703, 57th Floor
Two International Finance Centre
Mr. Leung Wo Ping JP	8 Finance Street
Mr. Wong Chi Keung	Central, Hong Kong
Dr. Feng Ke
	5 November 2019
To the Shareholders
Dear Sir or Madam

ISSUE OF WARRANTS AND ALLOTMENT AND ISSUE OF

WARRANT SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the Announcement in which the Company announced 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). 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).

* For identification purpose only

- 14 -

LETTER FROM THE BOARD

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

The purpose of this circular is to give you, among other matters, (i) further details of the Warrants; and (ii) a notice convening the SGM.

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
(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

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LETTER FROM THE BOARD

Information on the Investors

Blooming Rose is a limited liability company incorporated in the BVI whose ultimate beneficial owner is China Orient Asset Management Co., Ltd., which is a state-ownednon-banking financial institution with its registered address in Beijing, the PRC.

Heroic Day is a limited liability company incorporated in the BVI whose ultimate beneficial owner is Agricultural Bank of China Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1288) and the Shanghai Stock Exchange (stock code: 601288).

CCB International is a limited liability company incorporated in Hong Kong whose ultimate beneficial owner is China Construction Bank Corporation, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 939) and the Shanghai Stock Exchange (stock code: 601939).

China Cinda is a limited liability company incorporated in Hong Kong whose ultimate beneficial owner is China Cinda Asset Management Co., Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1359).

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 their respective 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. The issue of the Senior Notes and the issue of the Warrants (both are governed by the Note Purchase Agreement) are not inter-conditional to each other. However, the issue of the Warrants is conditional upon that the Notes Closing shall have taken place upon the terms and subject to the conditions of the Note Purchase Agreement (i.e. the Senior Notes have been issued).

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LETTER FROM THE BOARD

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 Notes   subscribed by the Investors:

U S $ 4 1 0 , 0 0 0 , 0 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y HK$3,198,000,000).

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.

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LETTER FROM THE BOARD

	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.
	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 Note 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;

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LETTER FROM THE BOARD

	(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.
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;

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LETTER FROM THE BOARD

1. the Net Asset Value is less than HK$4,500,000,000;
2. the ratio of the Consolidated Adjusted Total Debt to the Consolidated Adjusted Total Assets in respect of any Relevant Period exceeds 82.5%;
3. 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;
4. 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;
5. the trading in the Shares on the Stock Exchange is suspended or halted for three (3) consecutive Trading Days or more for any reason;
6. the Company submits a notification to the Stock Exchange of its proposed cancellation of the admission of the Shares;
7. the Shareholders approve a resolution to delist the Company from the Main Board of the Stock Exchange;
8. the Company ceases to be listed on the Stock Exchange;
9. 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
10. any failure by the Company (or its relevant subsidiary), for any reason, to complete the Project AEC Acquisition or to acquire 100% of Project AEC on or before 30 June 2020.

- 20 -

	LETTER FROM THE BOARD
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)	Base Redemption Amount;
	(ii)	interest accrued and outstanding;
	(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 conditions of the Senior Notes, being 14% per annum, as set out in the paragraph headed "The Note Purchase Agreement - The Senior Notes - Interest rate" above. 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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	LETTER FROM THE BOARD
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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LETTER FROM THE BOARD

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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LETTER FROM THE BOARD

		(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, 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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LETTER FROM THE BOARD

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 their satisfaction all 'know your customer', anti-money laundering or similar identification procedures in respect of the Group.

- 25 -

LETTER FROM THE BOARD

Specific performance obligations

• of the Controlling Shareholder
• and the Ultimate Shareholders:

Listing:

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.

It is an event of default under the conditions of the Senior Notes, if, amongst others:

1. the Controlling Shareholder ceases to beneficially own at least 3,670,000,000 Shares;
2. 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;
3. 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;
4. 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
5. 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.

No application will be made for a listing of the Senior Notes on the Stock Exchange or any stock exchange.

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	LETTER FROM THE BOARD
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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LETTER FROM THE BOARD

	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 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.

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LETTER FROM THE BOARD

	(iv)	a premium of approximately 55.27% over the closing
		price per Share of HK$1.04 as quoted on the Stock
		Exchange on the Latest Practicable Date.
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 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 accordance with the following relevant provisions and if the
	event giving rise to any such adjustment shall be such as would

be capable of falling within more than one of the following sub-paragraphs (i) to (vii) inclusive it shall fall within the first of the applicable sub-paragraphs to the exclusion of the remaining sub-paragraphs:

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LETTER FROM THE BOARD

1. If and whenever the Shares, by reason of any consolidation or sub-division, become of a different nominal amount, the Strike Price in force immediately prior thereto shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount. Each such adjustment shall be effective from the close of business in Hong Kong on the Business Day immediately preceding the date on which the consolidation or sub-division becomes effective.
2. If and whenever the Company shall issue any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account, contributed surplus account or capital redemption reserve fund), the Strike Price in force immediately prior to such issue shall be adjusted by multiplying it by the aggregate nominal amount of the issued Shares immediately before such issue and dividing the result by the sum of such aggregate nominal amount and the aggregate nominal amount of the Shares issued in such capitalisation. Each such adjustment shall be effective (if appropriate, retroactively) from the commencement of the day next following the record date for such issue.
3. If and whenever the Company shall make any distributions in cash or specie ("Capital Distribution") 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, the Strike Price in force immediately prior to such distribution or grant shall be adjusted by multiplying it by the following fraction:

A - B

A

where:

A = the closing price of one Share on the Stock Exchange on the Trading Day next preceding the date on which the Capital Distribution or, as the case may be, the grant is publicly announced or (failing any such announcement) next preceding the date of the Capital Distribution or, as the case may be, of the grant; and

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LETTER FROM THE BOARD

B = the fair market value on the day of such announcement or (as the case may require) the next preceding day, as determined in good faith by an Approved Investment Bank or the Accountants, of the portion of the Capital Distribution or of such rights which is attributable to one Share,

provided that:

1. 1. if in the opinion of an Approved Investment Bank or the Accountants (as the case may be), the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine (and in such event the above formula shall be construed accordingly) the amount of the said closing price which should properly be attributed to the value of the Capital Distribution or rights; and
   2. the provisions of this sub-paragraph (iii) shall not apply in relation to the issue of Shares paid out of profits or reserves and issued in lieu of a cash dividend nor to a purchase by the Company of Shares in accordance with the provisions of applicable Law.
2. If and whenever 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, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately before the date of the announcement of such offer or grant by the following fraction:

A + B

C

where:

A = the number of Shares in issue immediately before the date of such announcement;

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LETTER FROM THE BOARD

B = the number of Shares which the aggregate of the amount (if any) payable for the rights, options or warrants and of the amount payable for the total number of new Shares comprised therein would purchase at such Market Price; and

C = the number of Shares in issue immediately before the date of such announcement plus the aggregate number of Shares offered for subscription or comprised in the rights, options or warrants.

Such adjustment shall become effective (if appropriate, retroactively) from the commencement of the day next following the record date for the offer or grant.

1. If and whenever 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) ("First Total Effective Consideration") 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, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to the issue by the following fraction:

A + B

C

where:

A = the number of Shares in issue immediately before the date of the issue;

B = the number of Shares which the First Total Effective Consideration receivable for the securities issued would purchase at such Market Price;

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LETTER FROM THE BOARD

C = the number of Shares in issue immediately before the date of the issue plus the number of Shares to be issued upon conversion or exchange of, or the exercise of the acquisition or subscription rights conferred by, such securities at the initial conversion or exchange rate or acquisition or subscription price.

Such adjustment shall become effective (if appropriate, retroactively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the issuer determines the conversion or exchange rate or subscription price.

For the purpose of this sub-paragraph (v), if and whenever the rights of conversion or exchange or acquisition or subscription attached to any such securities as are mentioned in this sub-paragraph (v) are modified so that the First Total Effective Consideration per Share initially receivable for such securities shall be less than 95% of the Market Price at the date of announcement of the proposal to modify such rights of conversion or exchange or acquisition or subscription, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately prior to such modification by a fraction of which the numerator is the number of Shares in issue immediately before the date of such modification plus the number of Shares which the First Total Effective Consideration receivable for the securities issued at the modified conversion or exchange price would purchase at the Market Price at the date of the announcement of such proposal and of which the denominator is the number of Shares in issue immediately before such date of modification plus the number of Shares to be issued upon conversion or exchange of or the exercise of the acquisition or subscription rights conferred by, such securities at the modified conversion or exchange rate or acquisition or subscription price. Such adjustment shall become effective as at the date upon which such modification shall take effect.

- 33 -

LETTER FROM THE BOARD

1. If and whenever 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, the Strike Price shall be adjusted by multiplying the Strike Price in force immediately before the date of such announcement by a fraction of which the numerator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares which the aggregate amount payable for the issue would purchase at such Market Price and the denominator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares so issued. Such adjustment shall become effective on the date of the issue.
2. If and whenever 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 other stock exchange recognised for such purpose) and the Directors cancel such Shares, securities convertible into Shares or rights to acquire Shares, the Board shall appoint an Approved Investment Bank or the Accountants to consider whether, for any reason whatever as a result of such purchases, an adjustment should be made to the Strike Price fairly and appropriately to reflect the relative interests of the persons affected by such purchases by the Company and, if an Approved Investment Bank or the Accountants shall consider in its opinion that it is appropriate to make an adjustment to the Strike Price, the Strike Price shall be adjusted in such manner as an Approved Investment Bank or the Accountants shall certify to be, in its opinion, appropriate. Such adjustment shall become effective (if appropriate retroactively) from the close of business in Hong Kong on the Business Day next preceding the date on which such purchases by the Company are made.

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LETTER FROM THE BOARD

1. If and whenever the Company shall issue any Shares for the acquisition of any asset at the 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) ("Second Total Effective Consideration") per new Share which is less than 95% of the Market Price at the date of the announcement of the terms of such issue, the Strike Price shall be adjusted by multiplying it by a fraction of which the numerator shall be the Second Total Effective Consideration per new Share and the denominator shall be such Market Price. Each such adjustment shall be effective (if appropriate retroactively) from the close of business in Hong Kong on the Business Day next preceding the date on which the Company determines the issue price for such new Shares.

No adjustment to the Strike Price shall be made to (1) 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); (2) any issue of Shares pursuant to the exercise of the Subscription Rights; (3) 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; (4) 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 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 then par value of a Share and the adjusted Strike Price shall then be set at the then applicable par value of a Share.

- 35 -

	LETTER FROM THE BOARD
Warrant Shares:	As at the Latest Practicable Date, the Company had 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 Latest Practicable Date. Assuming
	there is no change in the issued share capital of the Company
	from the Latest Practicable Date 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
	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):
	(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;

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LETTER FROM THE BOARD

	(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 resolution has 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).
	As at the Latest Practicable Date, save for the Notes Closing
	which took place on 22 September 2019 and the subscription
	rights under the 2016 Warrant Instrument have lapsed and
	ceased to be exercisable, none of the above conditions has been
	fulfilled.
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.
Rights of Warrantholders to	In the event the record date for entitlement to any dividend
participate in distributions	and other distribution of the Company falls on or after a
and offer of further securities	Warrantholder has lodged a notice to exercise its Subscription
made by the Company:	Rights in accordance with the Warrant Instrument but before
	the date on which the Warrant Shares are allotted and issued to
	such Warrantholder in accordance with the Warrant Instrument,
	the Company shall pay to such Warrantholder such dividend
	or distribution in respect of the Warrant Shares issuable to the
	Warrantholder under such notice of exercise as if the Warrant
	Shares had been held by such Warrantholder on the relevant
	record date.
Rights of Warrantholders	If an effective resolution is passed on or before the Termination
in Winding Up:	Date for the voluntary Winding Up of the Company, then

- 37 -

LETTER FROM THE BOARD

1. if such Winding Up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement in conjunction with which a proposal is made to the Warrantholders and is approved by the Warrantholders, the terms of such scheme of arrangement or (as the case may be) proposal shall be binding on all the Warrantholders; and
2. subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised prior to the commencement of the Winding Up shall lapse and each Warrant Certificate will cease to be valid for the purpose of exercising any Subscription Right. Prior to the implementation of such scheme of arrangement or (as the case may be) proposal, the Company shall, at the direction of the Warrantholders, (i) procure the surviving entity of the amalgamation or reconstruction to issue the Warrants to the Warrantholders on such terms satisfactory to the Warrantholders; or (ii) do such things, make such arrangements, and execute such documents as may be required by the Warrantholders for the purpose of (a) above.

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 then recent trading prices of the Shares prior to the date of the Note Purchase Agreement. As agreed between the Company and the Investors, the Strike Price shall be 150% of the average closing price of the Shares for the 20 consecutive Trading Days immediately prior to the date of the Note Purchase Agreement. 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.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, other than the Transaction Documents and the documents in relation to the repayment of the 2016 Indebtedness, the Company has not entered, or contemplated to enter, into any other arrangements, agreements or understanding (whether formal or informal and whether express or implied) with the Investors.

- 38 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company contemplated that the Group would proceed with the Project AEC Acquisition and considered to dispose of its interest in Gains Wide Holdings Limited, an indirect wholly-owned subsidiary of the Company ("Gains Wide Disposal"), which, through its wholly-owned subsidiaries, owns a number of properties situated at the Royal Mediterranean Hotel, No. 518 Tianhe Road, Tianhe District, Guangzhou, the PRC. As at the Latest Practicable Date, the Group has not entered into any definitive and/or legally binding agreements or contracts in respect of the Project AEC Acquisition and the Gains Wide Disposal. The Project AEC Acquisition and the Gains Wide Disposal, if materialise, may constitute notifiable transaction(s) and/or connected transaction(s) of the Company under Chapters 14 and 14A of the Listing Rules. Further announcements will be made by the Company regarding the Project AEC Acquisition and the Gains Wide Disposal as and when appropriate in compliance with the Listing Rules.

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any other contemplated acquisitions, disposals or other matters during the exercise period of the Warrants that may have a material impact on the Company which is necessary for the Shareholders and the public to appraise the position of the Company.

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 NOTES 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 the Senior Notes and the Warrants represent an opportunity to raise funds for the Company to repay the 2016 Indebtedness. The issue of the Senior Notes and the Warrants will not result in any immediate dilution effect on the shareholding of the existing Shareholders.

- 39 -

LETTER FROM THE BOARD

The Board has considered other alternative fund raising methods including issuing new Shares, rights issue and open offer. However, the Directors are of the view that issuing new Shares at premium to market price is not realistic. Furthermore, rights issue and open offer require approval from relevant authorities and involve, among other things, the preparation and the issue of a prospectus, the issue of legal opinion if there are any overseas Shareholders, a longer acceptance process by potential investors and the printing and handling of application forms and, thereby are relatively time consuming and costly. In addition, taking into account the substantial fund raising amount of US$410 million in order to repay the 2016 Indebtedness, the Directors considered that other fund raising alternatives to meet the fund raising amount of US$410 million are not practicable in view of the then market conditions and have come to a decision that the issue of the Senior Notes and the Warrants is the most appropriate way of raising funds.

It is the agreement between the Company and the Investors that no application will be made for listing of the Warrants. The Company does not propose to apply for listing of the Warrants after taking into account of the compliance requirements and costs in relation to the listing of the Warrants as well as the anticipated number of holders of the Warrants.

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 Latest Practicable Date.

Date of
announcement	Fund raising activity
26 November 2018	Issue of 770,000,000
and 2 January 2019	S h a r e s a t t h e
	subscription price
	o f H K $ 1 . 3 0 p e r
	subscription share to
	Rong De pursuant
	to the subscription
	a g r e e m e n t d a t e d
	26 November 2018
	entered into between
	t h e C o m p a n y a n d
	Rong De

Intended use of net proceeds

Total net proceeds o f a p p r o x i m a t e l y HK$1,000.5 million were intended to be used for repaying the Group's bank and other borrowings

Actual use of net proceeds as at the Latest Practicable Date

Total net proceeds o f a p p r o x i m a t e l y HK$1,000.5 million have been fully used b y t h e G r o u p f o r repaying its bank and other borrowings

- 40 -

LETTER FROM THE BOARD

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the Company had 7,194,417,247 Shares in issue. The shareholding structure of the Company (i) as at the Latest Practicable Date; 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 after the full
	As at the Latest Practicable Date	exercise of 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.

SGM

The SGM will be held at 2:15 p.m. on Thursday, 21 November 2019 at Meeting Room No.1, 19/F., Zhuguang Xincheng International Centre, Block B, No. 3 Qingyi Street, Race Course Road, Tianhe District, Guangzhou, The People's Republic of China, for the Shareholders to consider and, if thought fit, approve the issue of the Warrants and the grant of the Specific Mandate for the allotment and issue of the Warrant Shares. The notice of the SGM is set out on pages SGM-1 to SGM-3 of this circular.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zhuguang.com.hk). Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 2:15 p.m. on Tuesday, 19 November 2019 or in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

- 41 -

LETTER FROM THE BOARD

The record date for determining the entitlement of the Shareholders to attend and vote at the SGM will be Friday, 15 November 2019. In order to qualify for the entitlement to attend and vote at the SGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Friday, 15 November 2019.

In compliance with the Listing Rules, the resolution will be voted on by way of a poll at the SGM.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.

After the conclusion of the SGM, the poll results will be published on the respective websites of the Stock Exchange and of the Company.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to be abstained from voting at the SGM in respect of the resolution relating to the issue of the Warrants and the grant of the Specific Mandate for the allotment and issue of the Warrant Shares.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the issue of the Warrants and the allotment and issue of the Warrant Shares are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend that all Shareholders should vote in favour of the resolution proposed at the SGM to approve the issue of the Warrants and the Specific Mandate for the allotment and issue of the Warrant Shares.

On behalf of the Board

Zhuguang Holdings Group Company Limited

Chu Hing Tsung

Chairman

- 42 -

NOTICE OF special GENERAL MEETING

ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

珠 光 控 股 集 團 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(stock code: 1176)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting ("Meeting") of Zhuguang Holdings Group Company Limited ("Company") will be held at 2:15 p.m. on Thursday, 21 November 2019 at Meeting Room No.1, 19/F., Zhuguang Xincheng International Centre, Block B, No. 3 Qingyi Street, Race Course Road, Tianhe District, Guangzhou, The People's Republic of China, or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Warrant Shares (as defined below):

1. the directors of the Company ("Directors") be and are hereby authorised to create and issue warrants ("Warrants") to the Investors (as defined in the circular of the Company dated 5 November 2019 ("Circular"), a copy of which has been produced to this meeting marked "A" and initialled by the chairman of this meeting for the purpose of identification) entitling the holders of the Warrants to subscribe in cash of an aggregate of US$61,500,000 for the Warrant Shares (as defined in the Circular) at the strike price of HK$1.6148 per Warrant Share (subject to adjustments) and exercisable at any time during 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 (as defined in the Circular), on the terms and conditions set out in the Warrant Instrument (as defined in the Circular, the execution copy of which has been produced to this meeting marked "B" and initialled by the chairman of this meeting for the purpose of identification) and the Warrant Instrument be and is hereby approved;
2. the Directors be and are hereby specifically authorised to allot and issue the Warrant Shares in accordance with the terms and conditions set out in the Warrant Instrument; and

* For identification purpose only

- SGM-1 -

NOTICE OF special GENERAL MEETING

1. the Directors be and are hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deed on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Note Purchase Agreement (as defined in the Circular) and all the transactions contemplated thereunder as well as in relation to the issue and allotment of the Warrant Shares and to agree to such variation, amendments or waiver or matters relating thereto (excluding any variation, amendments or waiver of such documents or any terms thereof, which are fundamentally and materially different from those as provided for in the Note Purchase Agreement and which shall be subject to approval of the shareholders of the Company) as are, in the opinion of the Directors or a duly authorised committee of the board of Directors, in the interest of the Company and its shareholders as a whole."

	On behalf of the Board
	Zhuguang Holdings Group Company Limited
	Chu Hing Tsung
	Chairman
5 November 2019
Registered office:	Principal Place of Business in Hong Kong:
Clarendon House	Room 5702-5703, 57th Floor
2 Church Street	Two International Finance Centre
Hamilton HM11	8 Finance Street
Bermuda	Central, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
2. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road
   East, Hong Kong by 2:15 p.m. on Tuesday, 19 November 2019 or in any event not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof (as the case may be).
3. Completion and deposit of the proxy form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be Friday, 15 November 2019. In order to qualify for the entitlement to attend and vote at the Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Friday, 15 November 2019.

- SGM-2 -

NOTICE OF special GENERAL MEETING

1. For joint registered holders of any shares of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares of the Company as if the shareholder was solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares of the Company shall alone be entitled to vote in respect thereof.
2. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll.
3. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the board of the Directors 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.

- SGM-3 -