Agile : DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE INTERESTS IN A PROJECT COMPANY

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(Incorporated in the Cayman Islands with limited liability)

On 26 September 2017, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor, the Project Company and the Vendor's Related Parties, whereby (1) the Purchaser has agreed to acquire from the Vendor the entire equity interests in the Project Company and to provide loan(s) to the Project Company at the Total Consideration of approximately RMB3,700 million, and (2) for the facilitation of such acquisition, the parties thereunder agree to implement the Debt Restructuring. The Project Company is the registered owner of the Land Parcel.

As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Transactions is more than 5% but less than 25%, the Transactions constitute discloseable transactions for the Company and are therefore subject to the announcement and reporting requirements under the Listing Rules.

On 26 September 2017, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor, the Project Company and the Vendor's Related Parties, whereby it was agreed that (1) the Purchaser shall acquire the entire equity interests in the Project Company and to provide loan(s) to the Project Company at the Total Consideration of approximately RMB3,700 million, and (2) the parties thereunder shall implement the Debt Restructuring for the Project Company, the Vendor and the Vendor's Related Parties. The Project Company is the registered owner of the Land Parcel. The details of the Acquisition Agreement are set out below:

26 September 2017

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Vendor, Zhongshan Yufeng Technology, Guangdong Yufeng and their ultimate beneficial owners, Hu Binghong, Hu Xuemin, Hu Xuewei, and their respective associates is Independent Third Party.

The Project Company is a company established under the laws of the PRC with limited liability, of which the entire equity interests is wholly-owned by the Vendor. The Project Company is the registered owner of the Land Parcel.

Pursuant to the Acquisition Agreement, the Purchaser has agreed to acquire the entire equity interests in the Project Company from the Vendor free from all encumbrances.

The Vendor and the Vendor's Related Parties have certain outstanding loans owing to the Agricultural Bank and China Construction Bank (the "Banks") and the Project Company has charged the land use rights of the Land Parcel as collateral for repayment of those loans owed to Agricultural Bank and China Construction Bank respectively. Part of those loans are now overdue and legal proceedings have been initiated for repayment of such loans, and China Construction Bank has obtained an order for sequestration over the equity interests in the Project Company, and the Banks have also obtained orders for sequestration over the land use rights of the Land Parcel. In addition, there are also ongoing arbitration and legal proceedings against the Project Company, the Vendor and the Vendor's Related Parties for outstanding loans and debts relating to the Land Parcel and its development and construction with third parties that also resulting the sequestration over the equity interests in the Project Company and land use rights of the Land Parcel.

To facilitate the transfer of equity interests of the Project Company from the Vendor to the Purchaser, it is necessary for the Project Company, the Vendor and the Vendor's Related Parties to discharge all sequestration orders, charges and other encumbrances over the equity interests in the Project Company and land use rights of the Land Parcel. As a result, the parties to the Acquisition Agreement also agreed to implement a debt restructuring for the Project Company, the Vendor and the Vendor's Related Parties, whereby a substantial portion of the Total Consideration will be applied to repay all loans and debts of the Project Company, and to repay loans, debts of, and claims against, the Vendor and the Vendor's Related Parties to the extent

necessary for the release of all such encumbrances and sequestration over the equity interests in the Project Company and land use rights of the Land Parcel to facilitate acquisition of good title to the equity interests of the Project Company and the land use rights of the Land Parcel by the Purchaser ("Debt Restructuring").

As part of the Debt Restructuring, a loan of approximately RMB1,058 million is provided by the Purchaser to the Vendor and the Vendor's related parties ("Debt Restructuring Loan"). If the transfer of the equity interests in the Project Company from the Vendor to the Purchaser under the Acquisition Agreement does not proceed or is terminated, the Debt Restructuring Loan shall become immediately repayable at an interest of 4.35% per annum. The Debt Restructuring Loan is used for the Debt Restructuring for settling principal and interest payments for the outstanding loans due to the Banks, project construction fees and professional advisers fees relating to the Land Parcel for furtherance of construction progress, land use taxes and related surcharges, taxes incurred for Vendor's injection of the land use rights of the Land Parcel to the Project Company as well as taxes incurred in the process for the transfer of equity interests of the Project Company including land appreciation tax, deed tax, value added tax and supplemental tax, corporate income tax and other related loans.

Pursuant to the Acquisition Agreement and as part of the Debt Restructuring:

1. within two working days after the signing of the Acquisition Agreement, the Vendor procure delivery of the following to the Foshan Arbitration Commission and the Purchaser:

2. application for discharge of sequestration over the entire equity interests of Project Company and the Land Parcel initiated by Guangzhou Jidao;

3. statement from Guangzhou Jidao releasing the Project Company and the Vendor of all obligations;

4. application from Guangzhou Jidao for withdrawal of its arbitration with the Project Company and the Vendor and waiving all rights against the Project Company.

   At the same time, the Purchaser shall prepare documents for submission to the Foshan Arbitration Commission to withdraw its complaint against Guangzhou Jidao in respect of the arbitration.

5. within 10 working days after the signing of the Acquisition Agreement, the Vendor shall procure discharge of the sequestration over the Vendor's entire equity interests in the Project Company and land use rights over the Land Parcel initiated by Guangzhou Jidao, and obtaining and delivering to the Purchaser the formal documents from Guangzhou Jidao releasing the Project Company and the Vendor of all obligations relating to the arbitration at the Foshan arbitration Commission.

6. within 10 workings days from signing of the Acquisition Agreement, the Vendor shall procure discharge of all other sequestration (if any) over the entire equity interests in the Project Company and the land use rights of the Land Parcel.

7. within two working days after the signing of this Agreement, the Vendor shall deliver to the Purchaser all chops, bank cheques and certificates, originals of all title documents relating to the Land Parcel, contracts, tax payments and construction related documents, as well as delivery of possession and control of the Land Parcel and related facilities, together with a written confirmation that the Vendor and its related parties no longer have any rights or claims or interests over any or all of them.

8. the Vendor, the Vendor's Related Parties together with the Purchaser shall enter into the Loan Settlement Agreement A and Loan Settlement Agreement B with Agricultural Bank and China Construction Bank respectively relating to discharge of sequestration over the equity interest in the Project Company and land use rights over the Land Parcel, release of guarantee obligations and repayment of outstanding loans; and

9. subject to the request by the Purchaser, the Vendor shall pledge the entire equity interests of the Project Company to the Purchaser after discharge of all sequestration initiated by Guangzhou Jidao and China Construction Bank but prior to the transfer of the entire equity interests of the Project Company to the Purchaser (the aforesaid matters in paragraphs 1 to 6 together shall be referred to as the "Second Payment Conditions").

10. Total Consideration

    The Total Consideration of the Acquisition amounts to approximately RMB3,700 million. The Total Consideration is inclusive of the following:

11. the complete interest in the entire equity interest in the Project Company and the land use rights of the Land Parcel;

12. the Land Parcel together with all currently completed constructions and supporting facilities on the Land Parcel (including but not limited to completed bridges);

13. all payments relating to the Land Parcel such as land idle fees, reported construction costs, (paid by the Vendor) public support facilities fees, all taxes (including fines and penalties) and other governmental fees;

14. corporate income tax and stamp duty payable by the Vendor for the sale and purchase of equity interests in the Project Company, as well as all other taxes payable by the Vendor and the Project Company prior to the completion of the Transactions;

15. all fees for State land, planning and construction permits relating to the Land Parcel that have been paid by the Vendor, and all fees for transferring those permits from the Vendor to the Project Company;

16. settlement of all agreed loans and liabilities as part of the Debt Restructuring; and

17. settlement of all debts and liabilities of the Project Company upto the date of transfer of title of the equity interests to the Purchaser.