General Announcement::DISCLOSEABLE TRANSACTIONS IN RELATION TO THE JOINT DEVELOPMENT OF THE PROJECT LAND

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AGILE GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

DISCLOSEABLE TRANSACTIONS

IN RELATION TO

THE JOINT DEVELOPMENT OF THE PROJECT LAND

JOINT DEVELOPMENT OF THE PROJECT LAND

The Board is pleased to announce that on 23 June 2021, the Project Company succeeded in the public auction of the land use rights of the Project Land. Pursuant to the terms of the Project Cooperative Agreement, the JV Partners shall jointly develop the Project Land through the Project Company, which shall be owned as to 51% by Melco Zhongshan and 49% by Zhongshan Yachen. Zhongshan Yachen and Melco Zhongshan shall enjoy the rights and interests of the Project Company and the Project Land in accordance with the terms of the Project Cooperative Agreement, and not in the proportion of their equity interest in the Project Company. The total commitment of Party A towards the Project is expected to amount up to approximately RMB5,650 million, whereby Party A shall contribute to the registered capital of and/or provide financial assistance to the Project Company. The Company shall guarantee the obligations of Party A under the Project Cooperative Agreement in favour of Party B.

On the same day, Zhongshan Agile and Guangzhou Changyuan, each to own 50% equity interest in Zhongshan Yachen, entered into the SPV Cooperative Agreement, pursuant to which Zhongshan Agile and Guangzhou Changyuan agreed to contribute to the registered capital of and/or provide financial assistance to Zhongshan Yachen in proportion to their percentage equity interest in Zhongshan Yachen for the development of the Project. The total commitment of Zhongshan Agile in Zhongshan Yachen shall not exceed the total commitment of Party A towards the Project.

To the best of the Directors' knowledge, information and belief of the Directors, having made all reasonable enquiries, Guangzhou Changyuan, Party B and their ultimate beneficial owners are Independent Third Parties.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the (i) capital contribution and/or financial assistance by Zhongshan Agile to Zhongshan Yachen and (ii) guarantee provided by the Company in favour of Party

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B is above 5% but less than 25%, the Transactions constitute discloseable transactions for the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 23 June 2021, the Project Company succeeded in its bid of the public auction of the land use rights of the Project Land at a consideration of approximately RMB4,000 million (inclusive of deed tax and interests) (the "Acquisition Price") for the development of the Project. Pursuant to the terms of the Project Cooperative Agreement, the JV Partners shall jointly develop the Project Land through the Project Company, which shall be owned as to 51% by Melco Zhongshan and 49% by Zhongshan Yachen.

On the same day, Zhongshan Agile and Guangzhou Changyuan, each to own 50% equity interest in Zhongshan Yachen, entered into the SPV Cooperative Agreement, pursuant to which Zhongshan Agile and Guangzhou Changyuan agreed to contribute to the registered capital of and/or provide financial assistance to Zhongshan Yachen in proportion to their percentage equity interest in Zhongshan Yachen for the development of the Project.

THE PROJECT AND THE PROJECT LAND

The Project involves the development of mixed-use properties on the Project Land, covering a site area of approximately 504,000 square metres. The Project Land comprises various plots of land that are granted for terms ranging from forty (40) years to seventy (70) years depending on their respective categories of usage.

THE PROJECT COMPANY

The Project Company has not commenced any substantive business operation since its establishment. The Project Company has not recorded any net profit/loss and its unaudited net asset value is nil as at the date of this announcement.

As the major corporate decisions of the Project Company will require unanimous approval of Zhongshan Yachen and Melco Zhongshan as holders of equity interest in the Project Company, the Project Company will not become a subsidiary of the Company and the financial results and position of the Project Company will not be consolidated into the Company's financial statements.

THE PROJECT COOPERATIVE AGREEMENT

The principal terms of the Project Cooperative Agreement are set out below:-

Date

23 June 2021

Parties

1. Zhongshan Agile;
2. Zhongshan Yachen (together with Zhongshan Agile, shall be referred to as "Party A");

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1. Creation Elite; and
2. Melco Zhongshan (together with Creation Elite, shall be referred to as "Party B").

Zhongshan Agile and Zhongshan Yachen shall be jointly and severally responsible for their obligations under the Project Cooperative Agreement. Creation Elite and Melco Zhongshan shall be jointly and severally responsible for their obligations under the Project Cooperative Agreement.

As informed by Party B, their ultimate beneficial owner is Melco International. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Party B and their ultimate beneficial owners are Independent Third Parties.

Subject matter

Pursuant to the terms of the Project Cooperative Agreement, the Project Company shall be held by Zhongshan Yachen and Melco Zhongshan as to 49% and 51% respectively.

As at the date of this announcement, the registered capital of the Project Company is approximately RMB137 million, of which RMB67 million (representing 48.9% of the total equity interest in the Project Company) is attributable to Zhongshan Yachen and RMB70 million (representing 51.1% equity interest in the Project Company) is attributable to Melco Zhongshan. Pursuant to the terms of the Project Cooperative Agreement, Zhongshan Yachen and Melco Zhongshan will contribute capital to the Project Company in the amounts of approximately RMB783 million and RMB80 million respectively. Upon completion of such capital contributions, the registered capital of the Project Company will be increased to RMB1,000 million. The percentage equity interest of Zhongshan Yachen and Melco Zhongshan in the Project Company will not be in proportion to their capital contributions to the Project Company.

Party B will be responsible for the development of the Theme Park Land, while Party A will be responsible for the development of the Project Land other than the Theme Park Land ("Non-ThemePark Land"). The Project Company will establish two (2) separate independent bank accounts for the development of the Theme Park Land and Non-Theme Park Land. Zhongshan Yachen and Melco Zhongshan shall enjoy the rights and interests of the Project Company and the Project Land in accordance with the terms of the Project Cooperative Agreement, and not in the proportion of their equity interest in the Project Company.

Party A shall be responsible for all obligations for the development of the Non-Theme Park Land in accordance with the terms and conditions of the Project Performance Supervision Agreement, and enjoy all rights and benefits from the development of the Non-Theme Park Land and sale of properties on the Non-Theme Park Land (other than the benefits of certain residential properties with a total saleable area of approximately 5,000 square metres therein to be agreed between the JV Partners which shall belong to Party B ("Apportioned Properties")). On the other hand, Party B shall be responsible for all obligations for the development of the Theme Park Land in accordance with the terms and conditions of the Project Performance Supervision Agreement, and enjoy all rights and benefits from the development of the Theme Park Land and the benefits of the Apportioned Properties.

In addition, each JV Partner shall pay to the other any tax savings it enjoyed from the development and sale of its part of the Project Land derived from applying the corresponding tax loss suffered by the other JV Partner during the term of the Project.

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Total commitment

It is expected that the JV Partners will contribute by way of capital contribution and/or provide financial assistance to the Project (including but not limited to shareholders' loans) as follows:

1. the total commitment of Party A in the Project shall amount to approximately RMB5,650 million, which includes (i) RMB3,850 million (being Party A's proportion of the Acquisition Price), (ii) RMB350 million (being the estimated development costs of the Non-Theme Park Land), (iii) RMB1,450 million (being Party A's proportion of the estimated development costs in respect of the Theme Park Land);
2. the total commitment of Party B in the Project shall be not less than RMB400 million, which includes (i) RMB150 million (being Party B's proportion of the Acquisition Price), and (ii) RMB250 million (being Party B's proportion of the estimated development costs in respect of the Project Land (with priority given to the development of the Theme Park Land)). In the event the cash contribution on the development costs of the Theme Park Land exceeds RMB1,450 million or part of the RMB1,450 million contributed by Party A is not recognised by the relevant government authority as investment into the Theme Park Land, the excess amount or the amount not recognised shall be respectively borne by Party B or Melco Zhongshan. Party B shall also be responsible for funding the ongoing operational costs of the theme park to be constructed on the Theme Park Land.

The total commitment was determined after arm's length negotiations between the Parties, taking into account, among other factors, the funding needs of the Project. The Group will finance its commitment towards the Project from its own resources.

Management of the Project Company

Pursuant to the terms of the Project Cooperative Agreement, Zhongshan Yachen and Melco Zhongshan shall hold 50% of the votes at meetings of holders of equity interest in the Project Company.

The board of directors of the Project Company shall consist of four (4) directors and each of Zhonghsan Yachen and Melco Zhongshan shall have the right to nominate two (2) directors. The chairman of the board of directors of the Project Company shall be nominated by Melco Zhongshan.

If the relevant government authorities approve the holding of the title to, and development of, the Theme Park Land and the Non-Theme Park Land through separate wholly-owned subsidiaries of the Project Company, the JV Partners shall procure the Project Company to set up wholly-owned subsidiaries to hold the title to the Theme Park Land and the Non-Theme Park Land separately and develop the respective parts of the Project Land separately. In such event, the relevant JV Partner shall appoint all directors of such wholly-owned subsidiary responsible for development of the relevant part of the Project Land.

Guarantee

Each of Melco International and the Company shall issue a letter of guarantee to guarantee the obligations of Party B and Party A under the Project Cooperative Agreement in favour of Party A and Party B respectively within five (5) days from the date of acquisition of the Project Land by the Project Company.

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Termination

In the event the relevant government authorities approve the transfer of the real estate title certificate in respect of the Theme Park Land from the Project Company to the holding company or an associated company of Party B and Party B's exit from the Project Company, Party B may give notice to Party A of its desire to exit the Project Company. In such event, the JV Partners shall procure the Project Company to transfer the title to the Theme Park Land and interest in the Apportioned Properties to such holding company or associated company of Party B, in consideration of Party B transferring all equity interest, and shareholder's loan, due from the Project Company, to Party A.

THE SPV COOPERATIVE AGREEMENT

The principal terms of the SPV Cooperative Agreement are set out below:-

Date

23 June 2021

Parties

1. Zhongshan Agile;
2. Guangzhou Changyuan; and
3. Zhongshan Yachen.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Guangzhou Changyuan and its ultimate beneficial owners are Independent Third Parties.

Subject matter

Pursuant to the terms of the SPV Cooperative Agreement, Zhongshan Agile and Guangzhou Changyuan shall each own 50% equity interest in Zhongshan Yachen, and Zhongshan Agile and Guangzhou Changyuan shall equally contribute to the registered capital of and/or provide financial assistance to Zhongshan Yachen for the payment of Zhongshan Yachen's proportion of the land acquisition costs and development costs of the Project Land to the Project Company. As such, the total commitment of Zhongshan Agile in Zhongshan Yachen shall not exceed the total commitment of Party A in the Project, which shall be RMB5,650 million. Such capital contribution and/or provision of financial assistance shall be in proportion to Zhongshan Agile's percentage equity interest in Zhongshan Yachen.

In the event Guangzhou Changyuan fails to contribute to the registered capital of and/or provide financial assistance to Zhongshan Yachen in proportion to its percentage equity interest in Zhongshan Yachen, Zhongshan Agile shall be entitled to contribute to the registered capital of and/or provide financial assistance to Zhongshan Yachen on behalf of Guangzhou Changyuan and in excess of its percentage equity interest in Zhongshan Yachen. Liquidated damages at the daily rate of 0.01% and interest at the rate of 24% per annum shall be payable by Guangzhou Changyuan to Zhongshan Agile. In addition, Guangzhou Changyuan's rights and benefits in the Project Company as a holder of its equity interest will be suspended.

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