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

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.

Listing

POSSIBLE CONNECTED TRANSACTION

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. is unsold), an aggregate GFA of approximately 8.9 million sq.m. of properties under development and an aggregate GFA of approximately 22.4 million sq.m. of properties held for future development. The Company has obtained land use rights certiﬁ cates for each of these 68 projects. The Company has also entered into contracts to acquire additional parcels of land with a total site area of 3.3 million sq.m. and a total planned GFA of 5.1 million sq.m. The Company is in the process of applying for the land use rights certiﬁ cates with respect to such land.

The following table sets forth the geographical distribution of the Company’s 68 projects in terms of GFA completed, GFA under development and GFA held for future development as of 30 September 2012:

GFA under Development (Residential, Commercial & Investment GFA Held for Region GFA Completed Properties) Future Development Total

Pearl River Delta Region ...... 11,218,769 75.3% 5,188,247 58.6% 6,004,102 26.8% 22,411,118 48.6% Eastern Guangdong Region . . . . . 1,257,706 8.4% 547,248 6.2% 2,924,527 13.1% 4,729,481 10.3% Yangtze River Delta Region. . . . . 358,980 2.4% 429,940 4.8% 1,704,191 7.6% 2,493,111 5.4% Western China Region ...... 1,005,551 6.8% 879,743 9.9% 789,245 3.5% 2,674,539 5.8% Central China Region ...... — 0.0% — 0.0% 196,634 0.9% 196,634 0.4% Hainan Province ...... 1,062,638 7.1% 1,228,900 13.9% 7,731,231 34.6% 10,022,769 21.7% Northeast China Region ...... — 0.0% 201,100 2.3% 391,384 1.7% 592,484 1.3% Northern China Region...... — 0.0% 377,632 4.3% 2,633,269 11.8% 3,010,901 6.5%

Total...... 14,903,644 100.0% 8,852,810 100.0% 22,374,583 100.0% 46,131,037 100.0%

4 Notes:

(1) The Company holds 100% equity interest in all projects listed in this table, except for:

(1a) the Hainan Clearwater Bay A Project in which the Company holds a 70% equity interest;

(1b) the Guangzhou Asian Games City Project in which the Company holds a 20% equity interest; and

(1c) the Tianjin Jinnan New City Project in which the Company holds a 25% equity interest.

(2) GFA completed represents all the completed GFA in the Company’s 68 projects. Out of the 14.9 million sq.m., approximately 1.3 million sq.m. were unsold as of 30 September 2012.

(3) The total GFA information in the table above is given as of 30 September 2012. “GFA Completed” and “GFA under Development (Residential, Commercial & Investment Properties)” represent recognized GFA given as of 30 June 2012, and any additions to GFA from 30 June 2012 to 30 September 2012 are recorded under “GFA Held for Future Development”. For the purposes of the above table, all GFA information shall be treated as given as of 30 September 2012.

Recent Developments

In October 2012 and December 2012, the Company acquired a subsidiary with land use rights to certain parcels of land, and entered into land grant conﬁ rmation agreements with respect to additional parcels of land, in Huiyang District of Huizhou City, respectively, at a total consideration of approximately RMB572 million. The site covers an area of approximately 1.1 million sq.m. and a total planned GFA of approximately 2.6 million sq.m. The site is conveniently located from Shenzhen and downtown Huizhou as well as close to Daya Bay, a famous tourist attraction. The Company plans to use the land parcels for residential and commercial development purposes.

In December 2012 and January 2013, the Company entered into land grant conﬁ rmation agreements in relation to the land use rights of certain parcels of land in Tengchong County of Yunnan Province at a total consideration of approximately RMB366 million. The site covers an area of approximately 1.4 million sq.m. and a total planned GFA of approximately 2.4 million sq.m. The site is surrounded by scenic ecological environment and unique geological features. It is also close to attractions such as Heshun Ancient Town and other national parks and reserves. The county is also conveniently connected to Myanmar making it an important hub for cross-border trade. The Company plans to use the land parcels for tourism property development purposes.

Description of Property Developments

As of 30 September 2012, the Company had, in terms of GFA of its 68 projects, completed property developments of approximately 14.9 million sq.m., properties under development of approximately 8.9 million sq.m. and properties held for future development of approximately 22.4 million sq.m.

Apart from the 68 projects, as of 30 September 2012, the Company or its project companies signed land grant or transfer documents or held other forms of interest with respect to nine parcels of land with an aggregate site area of approximately 3.3 million sq.m. and a total planned GFA of 5.1 million sq.m.

5 The table below sets forth the GFA information of the Company’s 68 projects as of 30 September 2012.

Residential Properties Completed Property Developments Under Development GFA Under Saleable Development GFA Interest Completed GFA for Held for Attributable Aggregate GFA GFA but Saleable GFA Under Under Investment Future to the No. Project Name Location GFA Completed(1) unsold(2) GFA Sold(3) Development(4) Development(2) Properties(4) Development(5) Company

Pearl River Delta Region 1 Agile Garden Guangzhou ...... Panyu 1,655,026 1,567,574 5,743 1,438,520 — — — 87,452 100% 2 Agile Cambridgeshire Guangzhou . . . . . Panyu 1,128,255 383,089 52,727 261,331 447,740 446,232 — 297,426 100% 3 Jiacheng Mansion Panyu ...... Panyu 10,410 — — — — — — 10,410 100% 4 Hongxi Huating Panyu ...... Panyu 117,791 117,791 667 92,314 — — — — 100% 5 Gorgeous Days Panyu ...... Panyu 154,077 154,077 120,699 30,595 — — — — 100% 6 Agile Seven Mile Sea Guangzhou . . . . . Panyu 25,898 — — — 25,898 25,759 — — 100% 7 Agile Garden City South Panyu ...... Panyu 134,607 — — — 134,607 126,211 — — 100% 8 Guangzhou Asian Games City Project(6). Panyu 2,000,000 1,066,500 217,495 795,680 885,710 — — 47,790 20% 9 South Lagoon Guangzhou ...... Baiyun 274,951 274,951 1,473 259,730 — — — — 100% 10 Royal Hillside Villa Guangzhou...... Baiyun 179,354 179,354 2,274 112,373 — — — — 100% 11 Agile Mountain Guangzhou ...... Luogang 613,624 — — — 249,945 213,645 — 363,679 100% 12 Lishang International Mansion Guangzhou...... Liwan 54,864 40,487 13,283 25,180 14,377 14,377 — — 100% 13 Guangzhou Zhujiang New City Project . Tianhe 88,466 — — — — — 88,466 — 100% 14 Majestic Garden Huadu ...... Huadu 250,948 250,948 353 244,394 — — — — 100% 15 Agile Linghui Huadu ...... Huadu 84,160 84,160 6,037 76,050 — — — — 100% 16 Agile Uptown Huadu ...... Huadu 652,102 245,537 29,892 203,368 123,180 108,430 — 283,385 100% 17 Agile Yubinfu Zengcheng ...... Zengcheng 111,680 — — — 111,680 110,893 — — 100% 18 No 107 National Road Commercial Project Huadu...... Huadu 174,964 — — — — — — 174,964 100% 19 Agile Binjiang Garden Conghua ...... Conghua 346,674 324,668 37,396 271,039 17,306 17,306 — 4,700 100% 20 Conghua Liangkou Town Project...... Conghua 47,438 — — — — — — 47,438 100% 21 Flowing Garden Conghua...... Conghua 434,023 — — — 131,306 126,447 — 302,717 100% 22 La Cité Greenville Zhongshan ...... Zhongshan 1,889,961 1,372,100 3,120 1,300,375 404,856 404,856 — 113,005 100% 23 La Nobleu Zhongshan ...... Zhongshan 358,506 358,506 754 348,274 — — — — 100% 24 Shenchong Project Zhongshan ...... Zhongshan 769,751 — — — 94,330 94,330 — 675,421 100% 25 Metro Agile Zhongshan ...... Zhongshan 1,260,274 945,273 44,474 853,535 315,001 127,491 — — 100% 26 Majestic Garden Zhongshan...... Zhongshan 236,926 236,926 569 222,554 — — — — 100% 27 Grand Garden Zhongshan...... Zhongshan 150,357 150,357 616 142,223 — — — — 100% 28 Star Palace Zhongshan ...... Zhongshan 176,226 176,226 405 174,347 — — — — 100% 29 The Riverside Zhongshan...... Zhongshan 72,645 72,645 6,388 62,625 — — — — 100% 30 The Century Zhongshan ...... Zhongshan 916,486 523,537 27,268 496,269 392,949 203,555 — — 100% 31 Agile Garden Dachong Zhongshan. . . . . Zhongshan 203,567 203,567 47,273 142,974 — — — — 100% 32 Zhongshan No.1 Ever Creator Project . . Zhongshan 880,934 22,064 — — 59,182 59,182 — 799,688 100% 33 Royal Residence Zhongshan...... Zhongshan 16,144 — — — 16,144 16,144 — — 100% 34 Zhongshan Minzhong Town Project. . . . Zhongshan 95,175 — — — — — — 95,175 100% 35 Agile Cambridgeshire Zhongshan . . . . . Zhongshan 1,444,668 — — — — — — 1,444,668 100% 36 Agile Xiyue Zhongshan ...... Zhongshan 82,732 82,732 7,901 73,621 — — — — 100% 37 Agile Royal Mount Zhongshan ...... Zhongshan 1,126,505 276,659 82,149 180,677 196,358 196,358 — 653,488 100% 38 Zhongshan Wugui Mountain Xiuli Lake Project...... Zhongshan 66,636 — — — 66,636 65,089 — 100% 39 Agile Baron Hill Zhongshan...... Zhongshan 246,808 21,978 16,096 4,783 160,292 156,080 — 64,538 100% 40 Zhongshan Kunlun Hotel Project ...... Zhongshan 87,801 — — — — — — 87,801 100% 41 Zhongshan Nanlang Binhai Project(6) . . . Zhongshan 82,493 — — — — — — 82,493 100% 42 Agile Yorkshire Zhongshan ...... Zhongshan 373,035 — — — 373,035 365,375 — — 100% 43 Majestic Garden Nanhai ...... Nanhai 859,757 859,757 21,911 731,372 — — — — 100% 44 Nanhai Xiqiao Commercial Project . . . . Nanhai 153,034 61,935 — — 91,099 91,099 — — 100% 45 Imperial Palace Nanhai...... Nanhai 372,834 — — — 372,834 367,120 — — 100% 46 Agile Garden Foshan ...... Chancheng 365,181 324,238 481 304,099 — — — 40,943 100% Foshan 47 Foshan Chancheng District Project . . . . Chancheng 73,716 — — — 73,716 73,555 — — 100% Foshan 48 Agile Garden Sanshui...... Sanshui 480,316 476,629 2,208 460,775 — — — 3,687 100% 49 Majestic Garden Sanshui(6) ...... Sanshui 248,416 — — — 151,208 92,181 — 97,208 100% 50 Agile Garden Shunde ...... Shunde 488,500 364,504 42,487 322,017 44,395 44,395 — 79,601 100% 51 Agile Jardin Lecong ...... Shunde 292,422 — — — 145,997 143,366 — 146,425 100%

Subtotal ...... 22,411,118 11,218,769 792,139 9,631,094 5,099,781 3,689,436 88,466 6,004,102

6 Residential Properties Completed Property Developments Under Development GFA Under Saleable Development GFA Interest Completed GFA for Held for Attributable Aggregate GFA GFA but Saleable GFA Under Under Investment Future to the No. Project Name Location GFA Completed(1) unsold(2) GFA Sold(3) Development(4) Development(2) Properties(4) Development(5) Company

Eastern Guangdong Region 52 Agile Garden Heyuan...... Heyuan 2,729,481 611,358 14,862 593,402 252,437 247,322 — 1,865,686 100% 53 Agile Egret Lake Huizhou ...... Huizhou 2,000,000 646,348 56,299 494,218 278,341 236,775 16,470 1,058,841 100%

Subtotal ...... 4,729,481 1,257,706 71,161 1,087,620 530,778 484,097 16,470 2,924,527

Yangtze River Delta Region 54 Agile Garden Nanjing...... Nanjing 358,980 358,980 1,967 341,924 — — — — 100% 55 The Classics Nanjing ...... Nanjing 59,600 — — — — — — 59,600 100% 56 The Magniﬁ cence Nanjing ...... Nanjing 228,040 — — — 228,040 228,040 — — 100% 57 Nanjing Pukou District Project...... Nanjing 853,466 — — — 201,900 173,105 — 651,566 100% 58 Changzhou Longcheng Avenue Project . Changzhou 559,765 — — — — — — 559,765 100% 59 Shanghai Pudong New District Project . Shanghai 433,260 — — — — — — 433,260 100%

Subtotal ...... 2,493,111 358,980 1,967 341,924 429,940 401,145 — 1,704,191

Western China Region 60 Agile Garden Chengdu ...... Chengdu 1,606,752 668,956 141,045 516,602 335,108 335,108 — 602,688 100% 61 Agile Garden Xi’an ...... Xi’an 234,439 145,492 — 144,510 88,947 88,947 — — 100% 62 Agile Montblanc Xi’an...... Xi’an 369,505 — — — 197,748 178,953 — 171,757 100% 63 Agile International Garden Chongqing. . Chongqing 463,843 191,103 11,203 178,989 257,940 257,940 — 14,800 100%

Subtotal ...... 2,674,539 1,005,551 152,248 840,101 879,743 860,948 — 789,245

Central China Region 64 Zhengzhou Zhongmou County Project. . Zhengzhou 196,634 — — — — — — 196,634 100%

Hainan Province 65 Hainan Clearwater Bay A Project...... Lingshui 9,945,969 1,062,638 233,733 775,773 1,228,900 769,648 — 7,654,431 70% 66 Hainan Clearwater Bay B Project...... Lingshui 76,800 — — — — — — 76,800 100%

Subtotal ...... 10,022,769 1,062,638 233,733 775,773 1,228,900 769,648 — 7,731,231

Northeast China Region 67 Agile Garden Shenyang(6) ...... Shenyang 592,484 — — — 201,100 — — 391,384 100%

Northern China Region 68 Tianjin Jinnan New City...... Tianjin 3,010,901 — — — 377,632 — — 2,633,269 25%

Total...... 46,131,037 14,903,644 1,251,248 12,676,512 8,747,874 6,205,274 104,936 22,374,583

Notes:

(1) “GFA Completed” for completed property developments is derived from our internal records.

(2) “Completed GFA but unsold” and “Saleable GFA Under Development” are based on our internal records and estimates.

(3) “Saleable GFA Sold” for completed property development is derived from the relevant purchase contracts with our customers.

(4) “GFA Under Development” and “GFA under Development for Investment Property” are derived from our internal records.

(5) “GFA Held for Future Development” for each project is the “Aggregate GFA” less the “GFA Completed”, “GFA Under Development”, and “GFA Under Development for Investment Property”.

(6) These projects are located on large parcels of land for which we had obtained land use rights certiﬁ cates for a portion of the land as of 30 September 2012. The information above relates to the portions of land for which we had obtained land use rights certiﬁ cate as of 30 September 2012.

7 (7) The total GFA information for each project is given as of 30 September 2012. “Completed Property Developments”, “Residential Properties Under Development” and “GFA Under Development for Investment Properties” are recognised GFA given as of 30 June, 2012. Any additions to GFA from 30 June 2012 to 30 September 2012 are recorded under GFA Held for Future Development. For the purposes of the above table, all GFA information shall be treated as given as of 30 September 2012.

As of 30 September 2012, the parcels of land for nine of the Company’s projects for which the Company’s project companies had entered into land grant contracts, land grant confi rmation agreements or land use rights transfer agreements or held other forms of interest but for which the Company had not obtained the relevant land use rights certifi cates. The table below sets forth the location and site area of these parcels of land as of 30 September 2012. The site area information for these pieces of land is based on the relevant land grant contracts, land grant confi rmation agreements, land use rights transfer agreements or other land documents.

Estimated Site Area GFA Pending Pending Interest Land Use Land Use Attributable Rights Rights to the No. Project Name Location Certiﬁ cate Certiﬁ cate Company (sq.m.) (sq.m.)

Pearl River Delta Region 1 Guangzhou Asian Games City Project(1)(2) ...... Panyu 1,700,005 2,380,000 20% 2 Zhongshan Nanlang Binhai Project(1)(2)...... Zhongshan 289,071 409,366 100% 3 Majestic Garden Sanshui(1) ...... Sanshui 48,894 122,236 100%

Subtotal ...... 2,037,970 2,911,602

Hainan Province 4 Hainan Ding’an Nanli Lake Project(2)...... Ding’an 186,991 56,097 100% 5 Hainan Wenchang Project ...... Wenchang 356,447 298,145 100%

Subtotal ...... 543,438 354,242

Yunnan Province 6 Yunnan Ruili Project ...... Ruili 263,994 731,852 100%

Northeast China Region 7 Agile Garden Shenyang Project(1) ...... Shenyang 251,913 530,251 100%

Western China Region 8 Chongqing Dadukou Project(2) ...... Chongqing 119,287 348,172 100% 9 Xi’an Qujiang New District Project(3)(2) ...... Xi’an 75,953 215,092 70%

Subtotal ...... 195,240 563,264

Total...... 3,292,555 5,091,211

8 Notes:

(1) These projects are located on large pieces of land for which the Company has not obtained land use rights certiﬁ cates for a portion of the land as of 30 September 2012. The information above relates to the portions of land for which the Company had not obtained land use rights certiﬁ cates as of 30 September 2012.

(2) As of the date of this announcement, the Company has not paid all of the land grant premium for these projects.

(3) The Company obtained a 70% equity interest in the project in December 2012. As of the date of this announcement, the Company has obtained the land use rights certiﬁ cate except for a parcel of land with a site area of 3,256 sq.m.

Zhongshan Wugui Mountain Xiuli Lake Project

In December 2012, the subsidiary of the Company, Zhongshan Agile Majestic Garden Real Estate Co., Ltd., transferred 50% equity interest in Zhongshan Yahong Real Estate Development Co., Ltd., which is undertaking the development of the Zhongshan Wugui Mountain Xiuli Lake Project, to a subsidiary of Country Garden Holdings Company Limited.

Xi’an Qujiang New District Project

In April 2012, Guangzhou Panyu Agile Realty Development Co., Ltd (“Panyu Agile”) and Xi’an Qujiang Ronghua Real Estate Development Co., Ltd (“Qujiang Ronghua”) entered into a cooperative agreement, pursuant to which Qujiang Ronghua invested land use rights in Xi’an Qujiang Agile Real Estate Development Co., Ltd (“Qujiang Agile”) and subsequently Panyu Agile acquired a 70% equity interest of Qujiang Agile. As of the date of this announcement, Panyu Agile holds a 70% equity interest in Qujiang Agile. The partners of Qujiang Agile will collaborate in the development and construction of this project.

GENERAL

DEFINITIONS

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

“Company” Agile Property 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

“connected person” has the meaning ascribed to it under the Listing Rules

9 “Crown Golden” Crown Golden Investments Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is an indirect subsidiary owned as to 70% by the Company

“Crystal I” Crystal I Limited, a company incorporated with limited liability under the laws of the Cayman Islands, which holds 30% interest in Crown Golden

“Engagement” the proposed engagement of Morgan Stanley by the Company to act as a joint lead manager and a joint bookrunner in respect of the Proposed Issue

“GFA” gross ﬂ oor area

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“HSBC” The Hongkong and Shanghai Banking Corporation Limited, one of the joint lead managers and joint bookrunners in respect of the Proposed Issue

“ICBC International” ICBC International Securities Limited, one of the joint lead managers in respect of the Proposed Issue

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Morgan Stanley” Morgan Stanley & Co. International plc, one of the joint lead managers and joint bookrunners in respect of the Proposed Issue

“PRC” the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan for the purpose of this announcement

“Proposed Issue” the proposed issue of the Subordinated Perpetual Capital Securities by the Company

“Securities Act” the United States Securities Act of 1933, as amended

“sq. m.” square metres

“Stock Exchange” The Stock Exchange of Hong Kong Limited

10 “Subordinated Perpetual the subordinated perpetual capital securities to be issued by the Capital Securities” Company

“Subscription Agreement” the subscription agreement proposed to be entered into between the Company, HSBC, UBS, Morgan Stanley and ICBC International in relation to the Proposed Issue

“UBS” UBS AG, Hong Kong Branch, one of the joint lead managers and joint bookrunners in respect of the Proposed Issue

“United States” the United States of America

“US$” or “U.S. Dollars” United States dollars, the lawful currency of the United States

“%” per cent.

By Order of the Board Agile Property Holdings Limited Wai Ching Sum Company Secretary

Hong Kong, 10 January 2013

As at the date of this announcement, the board of directors of the Company comprises nine directors of which Chen Zhuo Lin (Chairman), Chan Cheuk Yin (Vice Chairperson and Co-President), Luk Sin Fong, Fion (Vice Chairperson and Co-President), Chan Cheuk Hung, Chan Cheuk Hei and Chan Cheuk Nam are executive directors and Cheng Hon Kwan, Kwong Che Keung, Gordon and Cheung Wing Yui are independent non-executive directors.