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. REDCO PROPERTIES GROUP LIMITED 力高地產集團有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 1622) DISCLOSEABLE TRANSACTION ACQUISITION OF 35% INTEREST IN MAKATI CITY SUBWAY, INC. ACQUISITION OF 35% INTEREST IN MAKATI CITY SUBWAY, INC. — THE SHARE PURCHASE AGREEMENT On 18 February 2020, the Subscriber, a subsidiary of the Company, Infradev and MCSI entered into the Share Purchase Agreement pursuant to which: (i) Infradev conditionally agreed to assign, transfer and convey the Assignment Shares to the Subscriber (or its designee) and the Subscriber (or its designee) conditionally agreed to accept such assignment in the consideration of US$30,000,000; and (ii) the Subscriber conditionally agreed to subscribe for, and MCSI conditionally agreed to allot and issue, the Subscription Shares at the Subscription Price of US$72,000,000. Following the Assignment and the Subscription, the Subscriber will hold 35% of the issued share capital of MCSI as enlarged by the allotment and issue of the Subscription Shares (assuming that there will be no change in the share capital of MCSI from the date of the Share Purchase Agreement to the Effective Date save for the allotment and issue of the Subscription Shares). −1− Pursuant to the Share Purchase Agreement, the Subscriber agreed to be part of the Consortium that will undertake the Project. On the same date of the entering of the Share Purchase Agreement, the Subscriber, ABG and MCSI entered into the Development Agreement pursuant to which the Subscriber and ABG agreed, among other things, through MRTD, to be jointly responsible for the development and construction of the TOD of the Required Land (except for the 15-Hectare Acquired Land which will be developed by MCSI). In addition, for the purpose of the development of the Project, the Subscriber and ABG agreed to establish MRTD in the Philippines, which, upon its establishment, will assume all rights and obligations of the Subscriber and ABG as developer as contemplated under the Development Agreement. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Assignment and the Subscription are more than 5% but all of them are less than 25%, the Assignment and the Subscription constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements under the Listing Rules, and is exempted from circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. ACQUISITION OF 35% INTEREST IN MAKATI CITY SUBWAY, INC. — THE SHARE PURCHASE AGREEMENT On 18 February 2020, the Subscriber, a subsidiary of the Company, Infradev and MCSI entered into the Share Purchase Agreement, pursuant to which: (i) Infradev conditionally agreed to assign, transfer and convey the Assignment Shares to the Subscriber (or its designee) and the Subscriber (or its designee) conditionally agreed to accept such assignment in the consideration of US$30,000,000; and (ii) the Subscriber conditionally agreed to subscribe for, and MCSI conditionally agreed to allot and issue, the Subscription Shares at the Subscription Price of US$72,000,000. Following the Assignment and the Subscription, the Subscriber will hold 35% of the issued share capital of MCSI as enlarged by the allotment and issue of the Subscription Shares (assuming that there will be no change in the share capital of MCSI from the date of the Share Purchase Agreement to the Effective Date save for the allotment and issue of the Subscription Shares). The Share Purchase Agreement shall only become effective on the Effective Date. −2− The Share Purchase Agreement Date 18 February 2020 Parties (i) MCSI, as issuer; (ii) Infradev as assignor; and (iii) the Subscriber as subscriber and assignee. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, MCSI, Infradev and their respective ultimate beneficial owner are all independent third parties and are not connected with the Group. Subject Matter Pursuant to the Share Purchase Agreement, on the Effective Date (i) Infradev shall assign, transfer and convey the Assignment Shares to the Subscriber (or its designee) and the Subscriber (or its designee) shall accept such assignment in the consideration of US$30,000,000; and (ii) the Subscriber shall subscribe for, and MCSI shall allot and issue, the Subscription Shares at the Subscription Price of US$72,000,000. The Assignment Shares, being 15,000,000 unpaid up common shares of MCSI held by Infradev, represent approximately 10.29% of the issued share capital of MCSI as enlarged by the allotment and issue of the Subscription Shares (assuming that there will be no change in the share capital of MCSI from the date of the Share Purchase Agreement to the Effective Date save for the allotment and issue of the Subscription Shares). The Subscription Shares, being 36,000,000 primary common shares of MCSI, represent approximately 24.71% of the issued share capital of MCSI as enlarged by the allotment and issue of the Subscription Shares (assuming that there will be no change in the share capital of MCSI from the date of the Share Purchase Agreement to the Effective Date save for the allotment and issue of the Subscription Shares). The Subscription Shares, together with the Assignment Shares, represent 35% of the issued share capital of MCSI as enlarged by the allotment and issue of the Subscription Shares (assuming that there will be no change in the share capital of MCSI from the date of the Share Purchase Agreement to the Effective Date save for the allotment and issue of the Subscription Shares). −3− Consideration of the Assignment Subject to the Share Purchase Agreement becoming effective, the consideration of the Assignment is US$30,000,000, which shall be paid (or caused to be paid) by the Subscriber to MCSI for the account of Infradev within 10 Business Days of the Effective Date. The consideration of the Assignment represents Infradev’s unpaid subscription payment for the Assignment Shares. Accordingly, after arm’s length negotiations between the Subscriber and Infradev and taking into account of (i) the unaudited net asset value of MCSI in the amount of approximately PHP2,500,000,000 (equivalent to approximately HK$370,000,000) as at 31 December 2019; (ii) the business prospect of MCSI; and (iii) the reasons for the acquisition of the Assignment Shares as mentioned in the paragraph headed “REASONS FOR AND BENEFITS OF THE TRANSACTIONS” in this announcement, the Directors are of the view that the consideration for the Assignment and the terms and conditions relating to the Assignment under the Share Purchase Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Subscription Price Subject to the Share Purchase Agreement becoming effective, the Subscription Price for the Subscription Shares is US$72,000,000 and is payable by the Subscriber in cash in the following manner: (a) US$30,000,000 within 15 Business Days after fulfilment (or waiver) of all the conditions (other than condition (iii)) as set out in the paragraph headed “Conditions Precedent to payment of the First Payment and the Second Payment” below (the “First Payment”); and (b) US$42,000,000 within 15 Business Days after fulfilment (or waiver) of condition (iii) as set out in the paragraph headed “Conditions Precedent to payment of the First Payment and the Second Payment” below (the “Second Payment”). The Subscription Price for the Subscription Shares was determined after arm’s length negotiations between the Subscriber and MCSI taking into account, among other things: (i) the unaudited net asset value of MCSI in the amount of approximately PHP2,500,000,000 (equivalent to approximately HK$370,000,000) as at 31 December 2019; −4− (ii) the business prospect of MCSI; and (iii) the reasons for the Subscription of the Subscription Shares as mentioned in the paragraph headed “REASONS FOR AND BENEFITS OF THE TRANSACTIONS” in this announcement. In light of the above, the Directors are of the view that the Subscription Price and the terms and conditions relating to the Subscription under the Share Purchase Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole. Conditions Precedent to payment of the First Payment and the Second Payment Subject to the Share Purchase Agreement becoming effective, the payment of the First Payment is conditional upon satisfaction (or waiver by the Subscriber, if applicable) of each of the following conditions (other than condition (iii)), and the payment of the Second Payment is conditional upon satisfaction (or waiver by the Subscriber, if applicable) of condition (iii), in each case, on or before 31 December 2020 (the “Long Stop Date”): (i) the representations and warranties made by MCSI in the Share Purchase Agreement remaining true and correct; (ii) the BIR having issued the certificate authorizing registration that is required for registration of two (2) pieces of lands in the Makati Properties under the name of MCSI; (iii) infradev having