Agile : PROPOSED ISSUE OF USD DENOMINATED SENIOR PERPETUAL CAPITAL SECURITIES

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

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

This announcement is not a prospectus for the purposes of the European Union's Regulation (EU) 2017/1129.

The communication of this announcement and any other document or materials relating to the issue of the securities offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Financial Promotion Order'')), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as ''relevant persons''). In the United Kingdom, the securities offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this announcement or any of its contents.

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AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

PROPOSED ISSUE OF

USD DENOMINATED SENIOR PERPETUAL CAPITAL SECURITIES

The Company proposes to conduct an international offering of senior perpetual capital securities.

The completion of the Proposed Securities Issue is subject to market conditions and investors' interests. Goldman Sachs (Asia) L.L.C. is the sole global coordinator, sole bookrunner and sole lead manager of the Proposed Securities Issue. The Company intends to use the proceeds of the Proposed Securities Issue for refinancing certain existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions and thus, reallocate the use of proceeds.

Application has been made to the SGX-ST for the listing and quotation of the Securities on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Securities on, the SGX-ST are not to be taken as an indication of the merits of the Company or any other subsidiary or associated company of the Company or the Securities. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement.

No listing of the Securities has been, and will be, sought in Hong Kong.

As no binding agreement in relation to the Proposed Securities Issue has been entered into as at the date of this announcement, the Proposed Securities Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Securities Issue will be made by the Company should the Subscription Agreement be signed.

THE PROPOSED SECURITIES ISSUE

Introduction

The Company proposes to conduct an international offering of senior perpetual capital securities.

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The completion of the Proposed Securities Issue is subject to market conditions and investors' interests. Goldman Sachs (Asia) L.L.C. is the sole global coordinator, sole bookrunner and sole lead manager of the Proposed Securities Issue. As at the date of this announcement, the amount, terms and conditions of the Proposed Securities Issue have yet to be determined. Upon finalising the terms of the Securities, Goldman Sachs (Asia) L.L.C. and the Company will enter into the Subscription Agreement. The Company will make a further announcement in respect of the Proposed Securities Issue upon the signing of the Subscription Agreement.

The Securities may only be offered, sold or delivered to non-U.S. persons (as defined in Regulation S under the Securities Act) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. None of the Securities will be offered to the public in Hong Kong. The Securities will not be the subject of public offering in any jurisdiction.

Reasons for the Proposed Securities Issue

The Company intends to use the proceeds of the Proposed Securities Issue for refinancing certain existing indebtedness. The Company may adjust the foregoing plans in response to changing market conditions and thus, reallocate the use of proceeds.

Listing

Application has been made to the SGX-ST for the listing and quotation of the Securities on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Securities on, the SGX-ST are not to be taken as an indication of the merits of the Company or any other subsidiary or associated company of the Company or the Securities. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this announcement.

No listing of the Securities has been, and will be, sought in Hong Kong.

GENERAL

As no binding agreement in relation to the Proposed Securities Issue has been entered into as at the date of this announcement, the Proposed Securities Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Securities Issue will be made by the Company should the Subscription Agreement be signed.

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DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

''Company''	Agile Group Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the shares of
	which are listed on the main board of the Stock Exchange
''Directors''	the directors of the Company
''Goldman Sachs (Asia)	Goldman Sachs (Asia) L.L.C.
L.L.C. ''
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC''	the People's Republic of China, excluding Hong Kong, the
	Macao Special Administrative Region of the People's
	Republic of China and Taiwan for the purpose of this
	announcement
''Proposed Securities Issue''	the proposed issue of the Securities by the Company
''Securities''	the USD denominated senior perpetual capital securities to
	be issued by the Company
''SGX-ST''	Singapore Exchange Securities Trading Limited
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Subscription Agreement''	the agreement proposed to be entered into by and between
	the Company and Goldman Sachs (Asia) L.L.C. in relation
	to the Proposed Securities Issue
''United States''	the United States of America, its territories and possessions
	and all areas subject to its jurisdiction
''USD''	United States dollars, the lawful currency of the United
	States
''%''	per cent.
	By Order of the Board
	Agile Group Holdings Limited
	CHEUNG Lap Kei
	Company Secretary
Hong Kong, 24 October 2019

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As at the date of this announcement, the Board comprises twelve members, being Mr. Chen Zhuo Lin* (Chairman and President), Mr. Chan Cheuk Yin** (Vice Chairperson), Madam Luk Sin Fong, Fion** (Vice Chairperson), Mr. Chan Cheuk Hung*, Mr. Huang Fengchao*, Mr. Chen Zhongqi*, Mr. Chan Cheuk Hei**, Mr. Chan Cheuk Nam**, Dr. Cheng Hon Kwan#, Mr. Kwong Che Keung, Gordon#, Mr. Hui Chiu Chung, Stephen# and Mr. Wong Shiu Hoi, Peter#.

• Executive Directors
• Non-executiveDirectors

• Independent Non-executive Directors

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