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463948 Eng.Indd 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 informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualifi cation under the securities laws of any such jurisdiction. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company and management, as well as fi nancial statements. No public offer of securities is to be made by the Company in the United States. AGILE PROPERTY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3383) PROPOSED ISSUE OF US$ DENOMINATED SUBORDINATED PERPETUAL CAPITAL SECURITIES AND POSSIBLE CONNECTED TRANSACTION The Company proposes to conduct an international offering of the Subordinated Perpetual Capital Securities. It is intended that the Subordinated Perpetual Capital Securities will be subordinated obligations of the Company, will be denominated in U.S. Dollars and will have no fi xed maturity date. The size and pricing of the Proposed Issue will be settled following a book-building process. In connection with the Proposed Issue, the Company will provide certain professional investors with recent corporate and fi nancial information regarding the Group which information may not have previously been made public. A summary of the updated information which the Company considers to be material to the operation of the Group is set out in this announcement. As at the date of this announcement, the amount and the terms and conditions of the Subordinated Perpetual Capital Securities have yet to be fi nalised. Upon fi nalising the terms and conditions of the Subordinated Perpetual Capital Securities, it is expected that HSBC, UBS, Morgan Stanley, ICBC International and the Company will enter into the Subscription Agreement. The Company will make a further announcement in respect of the Proposed Issue upon the signing of the Subscription Agreement. 1 The Subordinated Perpetual Capital Securities have not been, and will not be, registered under the Securities Act. The Subordinated Perpetual Capital Securities are being offered outside the United States in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Subordinated Perpetual Capital Securities will be offered to the public in Hong Kong. The Company intends to use the net proceeds from the Proposed Issue for the purchase of new land sites, refi nancing and general working capital purposes. The Company may adjust the foregoing plans in response to changing market conditions and circumstances and, thus, reallocate the use of the net proceeds. The Company will seek a listing of the Subordinated Perpetual Capital Securities on the Stock Exchange. A confi rmation of the eligibility for the listing of the Subordinated Perpetual Capital Securities has been received from the Stock Exchange. If the Proposed Issue materialises, it is expected that the Company will engage Morgan Stanley to act as one of the joint lead managers and joint bookrunners in respect of the Proposed Issue and Morgan Stanley will receive commission and other monetary benefi ts for the provision of such services under the Subscription Agreement. As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company. Under Chapter 14A of the Listing Rules, the Engagement constitutes a possible connected transaction of the Company. A further announcement will be made by the Company should the Proposed Issue materialise. As no binding agreement in relation to the Proposed Issue has been entered into as at the date of this announcement, the Proposed 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 Issue will be made by the Company should the Subscription Agreement be signed. THE PROPOSED ISSUE Introduction The Company proposes to conduct an international offering of the Subordinated Perpetual Capital Securities. It is intended that the Subordinated Perpetual Capital Securities will be subordinated obligations of the Company, will be denominated in U.S. Dollars and will have no fi xed maturity date. The size and pricing of the Proposed Issue will be settled following a book-building process. As at the date of this announcement, the amount and the terms and conditions of the Subordinated Perpetual Capital Securities have yet to be fi nalised. Upon fi nalising the terms and conditions of the Subordinated Perpetual Capital Securities, it is expected that HSBC, UBS, Morgan Stanley, ICBC International and the Company will enter into the Subscription Agreement. The Company will make a further announcement in respect of the Proposed Issue upon the signing of the Subscription Agreement. 2 The Subordinated Perpetual Capital Securities have not been, and will not be, registered under the Securities Act. The Subordinated Perpetual Capital Securities are being offered outside the United States in accordance with Regulation S under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. None of the Subordinated Perpetual Capital Securities will be offered to the public in Hong Kong. Reasons for the Proposed Issue The Group is one of the leading property developers in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. It offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels with a majority of the Group’s products targeting middle to upper class customers. In addition to residential properties, the Group develops commercial properties, including retail shops complementary to the Group’s residential properties, shopping malls, offi ce buildings and hotels. The Group also provides property management services. The Company intends to use the net proceeds from the Proposed Issue for the purchase of new land sites, refi nancing and general working capital purposes. The Company may adjust the foregoing plans in response to changing market conditions and circumstances and, thus, reallocate the use of the net proceeds. Listing The Company will seek a listing of the Subordinated Perpetual Capital Securities on the Stock Exchange. A confi rmation of the eligibility for the listing of the Subordinated Perpetual Capital Securities has been received from the Stock Exchange. POSSIBLE CONNECTED TRANSACTION If the Proposed Issue materialises, it is expected that the Company will engage Morgan Stanley to act as one of the joint lead managers and joint bookrunners in respect of the Proposed Issue and Morgan Stanley will receive commission and other monetary benefi ts for the provision of such services under the Subscription Agreement. As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company. Under Chapter 14A of the Listing Rules, the Engagement constitutes a possible connected transaction of the Company. A further announcement will be made by the Company should the Proposed Issue materialise. 3 UPDATED INFORMATION ABOUT THE GROUP Overview As of 30 September 2012, the Company had 68 projects under development, 51 of which were located in Pearl River Delta region with a total GFA of approximately 22.4 million sq.m.; two in Eastern Guangdong region with a total GFA of approximately 4.7 million sq.m.; six in Yangtze River Delta region with a total GFA of approximately 2.5 million sq.m.; four in Western China region with a total GFA of approximately 2.7 million sq.m.; one in Central China region with a total GFA of approximately 0.2 million sq.m.; two in Hainan Province with a total GFA of approximately 10.0 million sq.m.; one in Northeast China region with a total GFA of approximately 0.6 million sq.m. and one in Northern China region with a total GFA of approximately 3.0 million sq.m. These 68 projects have an aggregate site area of approximately 32.5 million sq.m., and an aggregate GFA of approximately 46.1 million sq.m., which includes an aggregate GFA of approximately 14.9 million sq.m. of completed properties (of which 1.3 million sq.m.
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