Nagacorp : Placing of Existing Shares and Top-Up Subscription of New Shares under the General Mandate

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 information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not an offer to sell or the solicitation of an offer to buy securities in the United States of America. Neither this announcement nor any copy hereof may be taken into or distributed, directly or indirectly, in or into the United States of America. The securities referred to herein will not be registered under the United States Securities Act of 1993 (the "Securities Act") and may not be offered or sold in the United States of America except pursuant to registration or an applicable exemption from the registration requirements of the Securities Act. The Company does not intend to make any public offering of securities in the United States of America.

NAGACORP LTD.

(Incorporated in the Cayman Islands with limited liability)

On 1 September 2016, Hong Kong time (before trading hours of the Stock Exchange), the Subscriber, the Guarantor, the Company and the Placing Agents entered into the Placing and Subscription Agreement pursuant to which (i) the Placing Agents have agreed to act as agents for the Subscriber to place, on a best commercial efforts basis, and the Subscriber has agreed to sell, a total of 190,000,000 existing Placing Shares to not less than six Placees who and whose ultimate beneficial owners will be third parties independent of and not acting in concert (as defined under the Takeovers Code) with the Subscriber, the Company, the Guarantor and their respective associates and connected persons, at the Placing Price of HK$5.00 per Placing Share; and (ii) the Subscriber has conditionally agreed to subscribe for 190,000,000 new Subscription Shares at the Subscription Price of HK$5.00 per Subscription Share. The Placing Shares represent, in aggregate, (i) approximately 8.37% of the issued share capital of the Company of 2,269,988,875 Shares as at the date of this announcement; and (ii) approximately 7.72% of the issued share capital of the Company as enlarged by the Subscription and the allotment and issue of the Subscription Shares as a result of the Subscription (assuming there is no other change in the issued share capital of the Company).

The Subscription is conditional upon (i) the Listing Committee granting the listing of, and permission to deal in, the Subscription Shares; (ii) completion of the Placing; and (iii) the Executive granting the Waiver to the Subscriber. The net proceeds (after deducting the Company's share of the Placing Agents' commission, the incentive fee payable to Morgan Stanley & Co. International Plc and other expenses incurred in the Placing and the Subscription) from the Subscription will be approximately HK$930,000,000. The Company intends to use the net proceeds from the Subscription for the fit-out of the TSCLK Complex, which is expected to be operational around the middle of 2017, and for general corporate purposes.

1 September 2016, Hong Kong time (before trading hours of the Stock Exchange).

The Company, the Subscriber, the Guarantor and the Placing Agents.

As at the date of the Placing and Subscription Agreement, the Subscriber beneficially owns 789,534,854 Shares, including the Placing Shares, representing approximately 34.78% of the Shares in issue as at the date of this announcement. The Subscriber is wholly owned by ChenLa Foundation, of which the Guarantor is the founder and sole beneficiary.

The Guarantor is an Executive Director and the Chief Executive Officer of the Company. He is also the controlling shareholder of the Company.

The Placing Agents have severally agreed to act as agents to the Subscriber to place, on a best commercial efforts basis, the Placing Shares at the Placing Price and will receive an aggregate placing commission of 1.5% of the amount equal to the Placing Price multiplied by the number of Placing Shares. An incentive fee of 0.5% of the amount equal to the Placing Price multiplied by the number of Placing Shares will be payable to Morgan Stanley & Co. International Plc only. The placing commission and the incentive fee were arrived at after arm's length negotiations between the Company, the Subscriber and the Placing Agents (in the case of the incentive fee, Morgan Stanley & Co. International Plc).

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Placing Agents and its ultimate beneficial owner is independent of and not connected with the Subscriber, the Company, the Guarantor and their respective associates and connected persons, and is not acting in concert with the Subscriber (or parties acting in concert with it) or its associates.

Pursuant to the Placing and Subscription Agreement, the Subscriber has agreed to: (i) sell, through the Placing Agents, 190,000,000 Placing Shares to the Placees at a price of HK$5.00 per Placing Share; and (ii) subscribe for the Subscription Shares at a price of HK$5.00 per Subscription Share.

Details of the Placing and the Subscription are set out below.

1. Placing

Placees

The Placing Agents have severally agreed to place the Placing Shares, on a best commercial efforts basis, to not less than six (6) Placees who and whose ultimate beneficial owners are third parties independent of and not acting in concert (as defined under the Takeovers Code) with the Subscriber, the Company, the Guarantor and their respective associates and connected persons. Immediately after completion of the Placing, it is expected that none of the Placees will become a substantial shareholder of the Company.

Placing Shares

The Placing Shares represent, in aggregate: (i) approximately 8.37% of the existing issued share capital of the Company of 2,269,988,875 Shares as at the date of this announcement; and (ii) approximately 7.72% of the issued share capital of the Company as enlarged by the Subscription and the allotment and issue of the Subscription Shares as a result of the Subscription (assuming there is no other change in the issued share capital of the Company).

Rights of the Placing Shares

The Placing Shares will be sold free from all Encumbrances and together with all rights attaching thereto as at the Transaction Date, including the right to receive all dividends declared, made or paid on or after the Transaction Date.

As announced by the Company on 8 August 2016, the Board has resolved to declare payment of an interim dividend of US cents 2.77 per Share (or equivalent to HK cents

21.47 per Share) for the six months ended 30 June 2016. Such interim dividend is payable to the Shareholders whose names appeared on the register of members of the Company at the close of business on Wednesday, 24 August 2016 and will be paid on Tuesday, 13 September 2016. The Placing Shares will not be eligible to receive such interim dividend.

Lock Up Undertakings

Pursuant to the Placing and Subscription Agreement, each of the Subscriber and the Guarantor has jointly and severally undertaken to the Placing Agents that (except for the sale of Placing Shares pursuant to the Placing and Subscription Agreement), for a period of ninety (90) days from the date of the Placing and Subscription Agreement (the "Vendor Lock-up Period"), it/he will not, and will procure that none of its/his nominees and companies controlled by it/him and trusts associated with it/him (whether individually or together and whether directly or indirectly) will, (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,