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 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. ZHUGUANG HOLDINGS GROUP COMPANY LIMITED 珠 光 控 股 集 團 有 限 公 司 * (incorporated in Bermuda with limited liability) (stock code: 1176) (1) VERY SUBSTANTIAL DISPOSAL: DISPOSAL OF 100% EQUITY INTEREST IN, AND LOAN DUE TO, A SUBSIDIARY; AND (2) NOTICE OF SPECIAL GENERAL MEETING A notice convening the special general meeting (“SGM”) of the Company to be held 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 on Friday, 17 July 2020 at 2:15 p.m. (Hong Kong time), 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. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and of the Company (www.zhuguang.com.hk). Whether or not you are able to attend the SGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 2:15 p.m. (Hong Kong time) on Wednesday, 15 July 2020 or in any event not later than 48 hours before the time appointed for the holding of 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 (as the case may be) should you so wish. 24 June 2020 * For identification purpose only CONTENTS Page Definitions .............................................................................................................................. 1 Letter from the Board ........................................................................................................... 7 Appendix I — Financial Information of the Group ...................................................... I-1 Appendix II — Unaudited Financial Information of the Target Company .................. II-1 Appendix III — Unaudited Pro Forma Financial Information of the Remaining Group ......................................................................... III-1 Appendix IV — Property Valuation Report ..................................................................... IV-1 Appendix V — Business Valuation Report ..................................................................... V-1 Appendix VI — General Information ............................................................................... VI-1 Notice of SGM ....................................................................................................................... SGM-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “15 Economic Organisations” the fifteen rural collective economic organisations involved in the Project, which are owned by the original residents of the Land through Huocun Econ Organisation “Attributable Financing Area” such area of the Financing Area amounting to 844,195 sq.m. which the Purchaser shall be entitled through the Target Company and the Project Company after the Completion, comprising (i) the residential area of 760,420 sq.m.; (ii) the Educational Institutions of 41,804 sq.m.; (iii) the Public Service Area of 20,000 sq.m.; and (iv) the public facility area of 21,971 sq.m. “Board” the board of Directors “Business Day” means a day (excluding Saturday, Sunday and public holiday) on which banks in the PRC are open for business and a day (excluding Saturday, Sunday and public holiday) on which the bank in the place at which the bank account of the Purchaser is opened is open for business “Business Valuation Report” the business valuation report issued by Greater China regarding the market value of the Target Company as at 29 February 2020, which is set out in Appendix V to this circular “BVI” the British Virgin Islands “Co-Development Agreement” the co-development agreement dated 22 April 2020 and entered into between the Vendor, the Company, Skyleap, the Target Company and the Purchaser in relation to the Disposal “Company” Zhuguang Holdings Group Company Limited (珠光控股集 團有限公司*) (stock code: 1176), a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Completion” completion of the transfer of the Sale Equity Interest and the assignment of the Sale Loan from the Vendor to the Purchaser “Conditions Precedent” conditions precedent to the Completion as set out in the paragraph headed “Conditions Precedent” in the Letter from the Board in this circular “connected person(s)” has the meaning ascribed to it under the Listing Rules * For identification purpose only – 1 – DEFINITIONS “Development Agreements” the development agreements entered into among, the Company, Huocun Econ Organisation and Dongjin Company in relation to the development of the Project “DJ Profit Sharing Right” has the meaning ascribed to it under the paragraph headed “Asset to be disposed of” in the Letter from the Board in this circular “DJ Service Fee” the sum which Dongjin Company (or any entity at its order) has to receive for the transfer of the DJ Profit Sharing Right from Dongjin Company to the Company, which is also regarded as the upfront service fee payable to Dongjin Company for its provision of services in relation to the Project (including obtaining approval on the urban renewal proposal and land use right of the Financing Area, and provision of demolition and relocation management and coordination) for the period from 2018 to 2020, and consists of a service fee of RMB300 million for each of 2018 and 2019 “Director(s)” the director(s) of the Company “Disposal” the disposal of the Sale Equity Interest and the Sale Loan by the Vendor to the Purchaser pursuant to the Co-Development Agreement “Dongjin Company” Guangzhou Dongjin New District Development Company Limited* (廣州東進新區開發有限公司), a company established in the PRC and an Independent Third Party, whose holding company and ultimate beneficial owner are Science City and the State-owned Assets Supervision and Administration Commission of the State Council (國務院國有 資產監督管理委員會), respectively “Educational Institutions” a 72-classes school and two 18-classes kindergartens, which in aggregate, attribute to 41,804 sq.m. of the Attributable Financing Area “Financing Area” part of the Land of a site area of approximately 354,213 sq.m., with area which can be constructed of approximately 289,122 sq.m., comprising residential area of approximately 864,527 sq.m., commercial properties and offices of approximately 95,843 sq.m.; the Educational Institutions; the Public Service Area; public facilities of approximately 33,465 sq.m.; and properties for old village relocation of approximately 25,917 sq.m.; and is divided into six districts which will be developed in six phases * For identification purpose only – 2 – DEFINITIONS “GFA” gross floor area “Greater China” Greater China Appraisal Limited, an independent professional valuer “Group” the Company and its subsidiaries “Guangzhou Rongcheng” Guangzhou Rongcheng Investment Development Company Limited* (廣州融晟投資發展有限公司), a company established in the PRC and a substantial shareholder (as defined in the Listing Rules) of the Target Company. The ultimate beneficial owner of Guangzhou Rongcheng is Huang Kai Xing* (黃開興). “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Huocun Econ Organisation” Guangzhou Huangpo District East District Street Huocun Economic Organisation* (廣州市黃埔區東區街火村社區 經濟聯合社) (now known as Guangzhou Huangpo District Yunbu Street Huocun Economic Organisation* (廣州市黃埔 區雲埔街火村社區經濟聯合社)), a rural collective economic organisation established in the PRC and owned by the original residents of the Land “Independent Third Party(ies)” third party(ies) independent of the Company and connected persons of the Company “Land” the land located at Huocun, Huangpu District, Guangzhou City, Guangdong Province, the PRC with a site area of approximately 615,086 sq.m., which is divided into the Financing Area and the Reconstruction Area “Latest Practicable Date” 19 June 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Long Stop Date” 12 months from the date of the Co-Development Agreement (or such later date as the Vendor, the Company, Skyleap and the