Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Agile Property Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

CONNECTED TRANSACTIONS AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 6 to 13 of this circular and a letter from the Independent Board Committee is set out on page 14 of this circular. A letter from Somerley, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities, is set out on pages 15 to 18 of this circular.

A notice convening the EGM to be held at the Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 13 June 2014 at 2:45 p.m. or immediately after the conclusion of the AGM, whichever is later is set out on pages 26 to 28 of this circular.

Whether or not you are able to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

25 April 2014

CONTENTS

		Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	THE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
3.	INFORMATION ABOUT THE GROUP AND MORGAN STANLEY . . . . . . . . . . . . . . . .	10
4.	REASONS FOR THE USD NOTES ENGAGEMENT,
	THE RMB NOTES ENGAGEMENT AND
	THE PROVISION OF THE INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
5.	FINANCIAL EFFECTS OF THE USD NOTES ENGAGEMENT AND
	THE RMB NOTES ENGAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
6.	IMPLICATIONS UNDER THE LISTING RULES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
9.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Letter from Somerley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19
Notice of	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“2009 Notes”	the 10% senior notes due 2016 in the aggregate principal amount of
	US$300,000,000 issued by the Company
“ABC International”	ABCI Capital Limited, one of the joint lead managers and joint
	bookrunners in respect of the USD Notes Issue
“Agricultural Bank of	Agricultural Bank of China Limited Hong Kong Branch, one of the
China Limited Hong Kong Branch”	joint lead managers and joint bookrunners in respect of the USD
	Notes Issue
“AGM”	the annual general meeting of the Company to be held at the Four
	Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong,
	8 Finance Street, Central, Hong Kong on Friday, 13 June 2014 at
	2:30 p.m.
“Board”	the board of Directors
“Company”	Agile Property Holdings Limited (雅居樂地產控股有限公司), a
	company incorporated in the Cayman Islands with limited liability
	and the issued Shares are listed on the Main Board of the Stock
	Exchange
“connected person”	has the meaning ascribed to it under the Listing Rules
“Crown Golden”	Crown Golden Investments Limited (冠金投資有限公司), a
	company incorporated with limited liability under the laws of the
	British Virgin Islands, which is an indirect subsidiary owned as to
	70% by the Company
“Crystal I”	Crystal I Limited, a company incorporated with limited liability
	under the laws of the Cayman Islands, which holds a 30% interest
	in Crown Golden
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held
	for the purpose of considering and, if thought f t, approving the
	provision of the Indemnities
“Exchange Act”	the U.S. Exchange Act of 1934, as amended
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China

— 1 —

DEFINITIONS

• “HSBC” The Hongkong and Shanghai Banking Corporation Limited, one of the joint lead managers and joint bookrunners in respect of the Notes Issues

• “ICBC (Asia)” Industrial and Commercial Bank of China (Asia) Limited, one of the joint lead managers and joint bookrunners in respect of the USD Notes Issue

• “ICBC International” ICBC International Securities Limited, one of the joint lead managers, and ICBC International Capital Limited, one of the joint bookrunners in respect of the USD Notes Issue

• “Indemnities” collectively, the RMB Notes Indemnity and the USD Notes Indemnity

• “Independent Board Committee” an independent committee of the Board, comprising all the independent non-executive Directors appointed by the Board to advise the Independent Shareholders in respect of the provision of the Indemnities

• “Independent Financial Adviser” or “Somerley”

• Somerley Capital Limited, a corporation licensed under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate fi nance) regulated activities, the independent fi nancial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the provision of the Indemnities

• “Independent Shareholders”

the Shareholders other than Morgan Stanley and its associates

• “Independent Shareholders’ Approvals”

• the approvals to be obtained from the Independent Shareholders in relation to the Indemnities in accordance with Chapter 14A of the Listing Rules

• “J.P. Morgan” J.P. Morgan Securities plc, one of the joint lead managers and joint bookrunners in respect of the USD Notes Issue

• “Latest Practicable Date”

• 16 April 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange

• “Morgan Stanley”

Morgan Stanley & Co. International plc, one of the joint lead managers and joint bookrunners in respect of the Notes Issues

— 2 —

DEFINITIONS

• “Notes” collectively, the USD Notes and the RMB Notes “Notes Issues” collectively, the USD Notes Issue and the RMB Notes Issue “percentage ratios” has the meaning ascribed to it under the Listing Rules

• “PRC” the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan for the purpose of this circular

• “RMB Notes” the RMB2,000,000,000 6.50% senior notes due 2017

“RMB Notes Engagement” the engagement of Morgan Stanley by the Company to act as a joint lead manager and a joint bookrunner in respect of the RMB Notes Issue pursuant to the terms of the RMB Notes Purchase Agreement

• “RMB Notes Engagement the RMB Notes Underwriting Commission and the RMB Notes Consideration” Underwriting Expenses

“RMB Notes Indemnity” market customary indemnities provided by the Company to Morgan Stanley pursuant to which the Company will indemnify and hold harmless each Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the Securities Act or the Exchange Act, or each affi liate of Morgan Stanley within the meaning of the Securities Act and each offi cer, director, employee or their affi liates from and against any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the RMB Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the RMB Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances

• “RMB Notes Issue” the issue of the RMB Notes

• “RMB Notes Purchase Agreement”

the agreement dated 21 February 2014 entered into by and among the Company, HSBC, Morgan Stanley and Standard Chartered Bank in relation to the RMB Notes Issue

• “RMB Notes Underwriting Commission”

the management and underwriting commission payable by the Company to Morgan Stanley for services rendered by Morgan Stanley as a joint lead manager and joint bookrunner in accordance with the terms set out in the RMB Notes Purchase Agreement

— 3 —

DEFINITIONS

• “RMB Notes Underwriting Expenses” all costs, fees and expenses incidental to the performance of the Company’s obligations under the RMB Notes Purchase Agreement as incurred by Morgan Stanley in accordance with the terms set out in the RMB Notes Purchase Agreement

• “Securities Act” the U.S. Securities Act of 1933, as amended “Securities Dealing Code the code for securities transactions by Directors adopted by the for Directors” Company on terms no less exacting than those criteria set out in the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modifi ed from time to time

• “Share(s)” ordinary share(s) with a par value of HK$0.10 each in the issued share capital of the Company

• “Shareholder(s)” the holder(s) of the Shares “Standard Chartered Bank” Standard Chartered Bank, one of the joint lead managers and joint bookrunners in respect of the USD Notes Issue, and Standard Chartered Bank (Hong Kong) Limited, one of the joint lead managers and joint bookrunners in respect of the RMB Notes Issue

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “USD Notes” the US$500,000,000 8.375% senior notes due 2019

• “USD Notes Engagement” the engagement of Morgan Stanley by the Company to act as a joint lead manager and a joint bookrunner in respect of the USD Notes Issue pursuant to the terms of the USD Notes Purchase Agreement

• “USD Notes Engagement the USD Notes Underwriting Commission and the USD Notes Consideration” Underwriting Expenses

— 4 —

DEFINITIONS

• “USD Notes Indemnity”

• market customary indemnities provided by the Company to Morgan Stanley pursuant to which the Company will indemnify and hold harmless each Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the Securities Act or the Exchange Act, or each affi liate of Morgan Stanley within the meaning of the Securities Act and each offi cer, director, employee or their affi liates from and against any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the USD Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the USD Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances

• “USD Notes Issue”

• the issue of the USD Notes

• “USD Notes Purchase Agreement”

• the agreement dated 10 February 2014 entered into by and among the Company, Agricultural Bank of China Limited Hong Kong Branch, ABC International, HSBC, ICBC (Asia), ICBC International, J.P. Morgan, Morgan Stanley and Standard Chartered Bank in relation to the USD Notes Issue

• “USD Notes Underwriting Commission”

• the management and underwriting commission payable by the Company to Morgan Stanley for services rendered by Morgan Stanley as a joint lead manager and joint bookrunner in accordance with the terms set out in the USD Notes Purchase Agreement

• “USD Notes Underwriting Expenses”

• all costs, fees and expenses incidental to the performance of the Company’s obligations under the USD Notes Purchase Agreement as incurred by Morgan Stanley in accordance with the terms set out in the USD Notes Purchase Agreement

• “United States”

the United States of America

• “US$” United States dollar, the lawful currency of the United States

• “%” per cent.

For the purpose of this circular, unless provided otherwise US$1.00 shall be converted into HK$7.80 and RMB1.00 shall converted into HK$1.27. Such exchange rate is for illustration purposes and does not constitute representation that any amount in HK$, US$ or RMB have been, or could have been or may be converted at such rate.

— 5 —

LETTER FROM THE BOARD

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

Executive Directors: Mr. Chen Zhuo Lin (Chairman and President) Mr. Chan Cheuk Hung Mr. Huang Fengchao Mr. Liang Zhengjian Mr. Chen Zhongqi

Registered Offi ce: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Directors:

Mr. Chan Cheuk Yin Ms. Luk Sin Fong, Fion Mr. Chan Cheuk Hei Mr. Chan Cheuk Nam

Independent Non-executive Directors: Dr. Cheng Hon Kwan GBS, OBE, JP Mr. Kwong Che Keung, Gordon Mr. Cheung Wing Yui BBS

Principal Place of Offi ce in the PRC: 40th Floor Guangzhou International Finance Center No. 5 Zhujiang Xi Road Zhujiang New Town Tianhe District, Guangzhou City Guangdong Province PRC Postal Code: 510623

Principal Place of Business in Hong Kong: 33rd Floor Citibank Tower 3 Garden Road Central Hong Kong

25 April 2014

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

1. INTRODUCTION

References are made to the announcements of the Company dated 11 February 2014 and 23 February 2014 in relation to the engagement of Morgan Stanley as one of the joint lead managers and joint bookrunners in connection with the Notes Issues.

Pursuant to the terms of each of the USD Notes Engagement and the RMB Notes Engagement, the Company has provided the Indemnities to Morgan Stanley.

— 6 —

LETTER FROM THE BOARD

The Independent Board Committee has been formed by the Company to advise the Independent Shareholders in relation to the provision of the Indemnities, and Somerley has been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

The purpose of this circular is to give you, among other things, (i) further information about the Indemnities, (ii) a letter from Somerley containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities, and (iii) the recommendation of the Independent Board Committee in relation to the provision of the Indemnities.

2. THE AGREEMENTS

A. The USD Notes Purchase Agreement

The principal terms of the USD Notes Purchase Agreement are summarised below.

Date:

10 February 2014

Parties to the USD Notes Purchase Agreement:

The Company (as issuer) , and

Agricultural Bank of China Limited Hong Kong Branch, ABC International, HSBC, ICBC (Asia), ICBC International, J.P. Morgan, Morgan Stanley and Standard Chartered Bank (as initial purchasers) .

In connection with the USD Notes Issue, the Company has engaged Morgan Stanley to act as one of the joint lead managers and joint bookrunners pursuant to the terms of the USD Notes Engagement. Morgan Stanley will receive the USD Notes Engagement Consideration and the Company has provided the USD Notes Indemnity to Morgan Stanley pursuant to the terms of the USD Notes Engagement.

Commission and Expenses

The Company agrees to pay Morgan Stanley the USD Notes Underwriting Commission in accordance with the terms of the USD Notes Engagement, which in any event is expected not to exceed US$375,000 (equivalent to approximately HK$2.925 million). The USD Notes Underwriting Commission was determined on an arm’s-length basis and on normal commercial terms, taking into account the prevailing market rate. In addition, whether or not the transactions contemplated in the USD Notes Engagement will be consummated or the USD Notes Engagement will be terminated, the Company shall pay or cause to be paid to Morgan Stanley the USD Notes Underwriting Expenses.

— 7 —

LETTER FROM THE BOARD

USD Notes Indemnity

The Company has provided the USD Notes Indemnity to Morgan Stanley pursuant to the terms of the USD Notes Engagement, on terms that at any time prior to the receipt of the Independent Shareholders’ Approval for the USD Notes Indemnity in accordance with the Listing Rules, the liability of the Company under the USD Notes Indemnity (if any) and the USD Notes Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affi liates, shall not exceed such amount which would otherwise require the Independent Shareholders’ Approval.

At any time prior to the receipt of the Independent Shareholders’ Approval, the USD Notes Indemnity provided by the Company to Morgan Stanley under the terms of the USD Notes Engagement is capped and it shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. Upon obtaining the Independent Shareholders’ Approval, the USD Notes Indemnity provided by the Company to Morgan Stanley under the terms of the USD Notes Engagement will be unlimited.

With regard to the assessment of the potential liabilities for the Group under the USD Notes Indemnity, the actual amount of the USD Notes Indemnity cannot be ascertained at this point of time because it is subject and equal to any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the USD Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the USD Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances. The Directors consider that the terms of the USD Notes Engagement, the payment of the USD Notes Engagement Consideration and the USD Notes Indemnity are fair and reasonable, are on normal commercial terms as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Shareholders as a whole. None of the Directors have a material interest in the USD Notes Engagement and hence no Director shall be required to abstain from voting on the board resolution approving the USD Notes Engagement.

Closing Date

The closing of the USD Notes Issue took place on 18 February 2014.

— 8 —

LETTER FROM THE BOARD

B. The RMB Notes Purchase Agreement

The principal terms of the RMB Notes Agreement are summarised below.

Date:

21 February 2014

Parties to the RMB Notes Purchase Agreement:

The Company (as issuer) , and

HSBC, Morgan Stanley and Standard Chartered Bank (as initial purchasers) .

In connection with the RMB Notes Issue, the Company has engaged Morgan Stanley to act as one of the joint lead managers and joint bookrunners pursuant to the terms of the RMB Notes Engagement. Morgan Stanley will receive the RMB Notes Engagement Consideration and the Company has provided the RMB Notes Indemnity to Morgan Stanley pursuant to the terms of the RMB Notes Engagement.

Commission and Expenses

The Company agrees to pay Morgan Stanley the RMB Notes Underwriting Commission in accordance with the terms of the RMB Notes Engagement, which in any event is expected not to exceed RMB3,320,000 (equivalent to approximately HK$4,200,000). The RMB Notes Underwriting Commission was determined on an arm’s-length basis and on normal commercial terms, taking into account the prevailing market rate. In addition, whether or not the transactions contemplated in the RMB Notes Engagement will be consummated or the RMB Notes Engagement will be terminated, the Company shall pay or cause to be paid to Morgan Stanley the RMB Notes Underwriting Expenses.

RMB Notes Indemnity

The Company has provided the RMB Notes Indemnity to Morgan Stanley pursuant to the terms of the RMB Notes Engagement, on terms that at any time prior to the receipt of the Independent Shareholders’ Approval for the RMB Notes Indemnity in accordance with the Listing Rules, the liability of the Company under the RMB Notes Indemnity (if any) and the RMB Notes Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affi liates, shall not exceed such amount which would otherwise require the Independent Shareholders’ Approval.

At any time prior to the receipt of the Independent Shareholders’ Approval, the RMB Notes Indemnity provided by the Company to Morgan Stanley under the terms of the RMB Notes Engagement is capped and it shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. Upon obtaining the Independent Shareholders’ Approval, the RMB Notes Indemnity provided by the Company to Morgan Stanley under the terms of the RMB Notes Engagement will be unlimited.

— 9 —

LETTER FROM THE BOARD

With regard to the assessment of the potential liabilities for the Group under the RMB Notes Indemnity, the actual amount of the RMB Notes Indemnity cannot be ascertained at this point of time because it is subject and equal to any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the RMB Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the RMB Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances. The Directors consider that the terms of the RMB Notes Engagement, the payment of the RMB Notes Engagement Consideration and the RMB Notes Indemnity are fair and reasonable, are on normal commercial terms as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Shareholders as a whole. None of the Directors have a material interest in the RMB Notes Engagement and hence no Director shall be required to abstain from voting on the board resolution approving the RMB Notes Engagement.

Closing Date

The closing of the RMB Notes Issue took place on 28 February 2014.

3. INFORMATION ABOUT THE GROUP AND MORGAN STANLEY

The Group is one of the leading property developers in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. It offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels with a majority of the Group’s products targeting middle to upper class customers. The Group also develops commercial properties, including retail shops, shopping malls, offi ce buildings and hotels. The Group also provides property management services.

Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden. Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden.

In June 2008, Morgan Stanley Real Estate Fund VI International and Morgan Stanley Real Estate Global Special Situations Fund III (both associates of Morgan Stanley), through their subsidiary, Crystal I, acquired a 30% equity interest in Crown Golden.

— 10 —

LETTER FROM THE BOARD

4. REASONS FOR THE USD NOTES ENGAGEMENT, THE RMB NOTES ENGAGEMENT AND THE PROVISION OF THE INDEMNITIES

The main reason for the USD Notes Engagement and the provision of the USD Notes Indemnity to Morgan Stanley is to assist the Company in managing the USD Notes Issue pursuant to which the Company intends to use the net proceeds raised to fi nance existing and new project projects, refi nance existing indebtedness and for general corporate purposes.

The main reason for the RMB Notes Engagement and the provision of the RMB Notes Indemnity to Morgan Stanley is to assist the Company in managing the RMB Notes Issue pursuant to which the Company intends to use the net proceeds raised to refi nance the 2009 Notes.

The Directors consider that the terms of the USD Notes Engagement and the RMB Notes Engagement, specifi cally the terms relating to the provision of the Indemnities are similar to the indemnities provided under the agreements entered into by the Company with other fi nancial institutions and are no more favourable than those provided to the relevant fi nancial institutions under such agreements. The terms of the Indemnities are on terms no more favourable to the terms of indemnity of similar transactions (including but not limited to the issue of senior notes by the Company in the past) entered into by the Company and other fi nancial institutions. In addition, the same unlimited indemnity was provided by the Company to all other joint lead managers of the Notes Issue.

The provision of the Indemnities by the Company to the joint lead managers of the Notes Issues under each of the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement is a remedy to the joint lead managers for any breach or alleged breach of any of the undertakings or agreements under the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement, respectively, by the Company including any representations and warranties given by the Company thereunder. The provision of such indemnity by the Company is customary practice in capital market transactions, without which it is unlikely that the Company will be able to fi nalize the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement with the joint lead managers. As with other transactions of the same type which contain a similar provision of indemnity by the Company, the disadvantage of providing such Indemnities is that the potential liability of the Group is unlimited. However, the Group understands that the provision of such Indemnities is customary practice in the market.

The Directors consider that the Indemnities are on normal commercial terms that are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Shareholders as a whole.

5. FINANCIAL EFFECTS OF THE USD NOTES ENGAGEMENT AND THE RMB NOTES ENGAGEMENT

The net proceeds from the USD Notes Issue, after deduction of the underwriting commissions and other estimated fees and expenses, amount to approximately US$487.5 million (equivalent to approximately HK$3,802.5 million) and the Company intends to use such sum to fi nance existing and new property projects, refi nance existing indebtedness and for general corporate purposes.

The net proceeds from the RMB Notes Issue, after deduction of the underwriting commissions and other estimated fees and expenses, amount to approximately RMB1,961 million (equivalent to approximately HK$2,490.5 million) and the Company intends to use such sum to refi nance the 2009 Notes. On 30 March 2014 (the “ Redemption Date ”), the Company redeemed all the outstanding 2009 Notes in full at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest,

— 11 —

LETTER FROM THE BOARD

if any, to the Redemption Date using the net proceeds from the RMB Notes Issue and internal resources of the Group. Upon redemption of the outstanding 2009 Notes on the Redemption Date, all the redeemed 2009 Notes were cancelled.

The Company may change the foregoing plans in response to changing market conditions and reallocate the use of the net proceeds.

6. IMPLICATIONS UNDER THE LISTING RULES

As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. The USD Notes Engagement and the RMB Notes Engagement (when aggregated pursuant to Rule 14A.25 of the Listing Rules) constitutes connected transactions of the Company pursuant to Chapter 14A of the Listing Rules.

Each of the applicable percentage ratios (other than the profi ts ratio) under Rule 14A.34 of the Listing Rules in respect of the USD Notes Engagement Consideration and the RMB Notes Engagement, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affi liates, is less than 5%. In addition, it is contemplated under the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement that the liability of the Company under the Indemnities (if any) and the USD Notes Engagement Consideration and the RMB Notes Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company or on behalf of Morgan Stanley or its affi liates, shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. As such, the USD Notes Engagement and the RMB Notes Engagement are only subject to the reporting and announcement requirements set out in Rule 14A.32 of the Listing Rules and are exempted from the Independent Shareholders’ Approvals.

The Company however intends to seek the Independent Shareholders’ Approvals for the provision of the Indemnities to Morgan Stanley pursuant to the terms of the USD Notes Engagement and the RMB Notes Engagement in accordance with Chapter 14A of the Listing Rules, notwithstanding that at any time prior to the receipt of the Independent Shareholders’ Approvals, the liability of the Company under the Indemnities (if any) and the USD Notes Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affi liates, shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. The Independent Shareholders’ Approvals for the provision of the “uncapped” Indemnities by the Company to Morgan Stanley is required under the requirement of Chapter 14A of the Listing Rules given that the amount of indemnity is potentially unlimited. If the Independent Shareholders vote down on the relevant resolutions approving the Indemnities provided by the Company at the EGM, the Indemnities will be limited to the amount which would otherwise require the Independent Shareholders’ Approvals as contractually agreed by the parties in the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement.

However, Mr. Chen Zhuo Lin, the chairman of the Board, together with his associates have an aggregate interests in the Company of more than 60% and they intend to vote in favour of the relevant resolutions approving the Indemnities provided by the Company at the EGM. As such, it is unlikely that the relevant resolutions will be voted down. Despite the unlikelihood that the relevant resolutions will be voted down, the Directors consider that the terms of the USD Notes Engagement and the RMB Notes Engagement, the payment of the USD Notes Engagement Consideration and the RMB Notes Engagement Consideration and the Indemnities are in the interests of the Company and the Shareholders as a whole.

— 12 —

LETTER FROM THE BOARD

This is because even though the Indemnities will be limited to the amount which would otherwise require the approval of the Independent Shareholders under the Listing Rules as contractually agreed by the parties in the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement. If the Independent Shareholders vote down on the relevant resolutions approving the Indemnities provided by the Company at the EGM, Morgan Stanley may require to re-negotiate the terms of its engagement and in turn incur additional time and costs for the Company in similar future fund raising exercises (if any), and may ruin the good and long-standing working relationship between the Group and Morgan Stanley. In addition, given that such uncapped indemnities are customary for capital market transactions, and the Indemnities given to Morgan Stanley is on terms no more favourable than those given to other joint bookrunners and the terms of the indemnity of similar transactions entered into by the Company and other fi nancial institutions.

As recipient of the benefi t of the Indemnities, Morgan Stanley, together with its associates, is interested in the relevant resolutions approving the provision of the Indemnities by the Company and has shareholding interest in the Company, so Morgan Stanley and its associates should abstain from voting on the relevant resolutions approving the Indemnities provided by the Company at the EGM.

An Independent Board Committee has been formed by the Company to advise the Independent Shareholders in relation to the provision of the Indemnities and Somerley has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard.

7. EGM

The EGM will be held to consider and, if thought fi t, to approve the provision of the Indemnities. A notice convening the EGM to be held at the Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 13 June 2014 at 2:45 p.m. or immediately after the conclusion of the AGM, whichever is later as set out at pages 26 to 28 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

8. RECOMMENDATION

Having considered the reasons set out under the section headed “Reasons for the USD Notes Engagement, the RMB Notes Engagement and the provision of the Indemnities” and the advice from Somerley, the Directors (including the independent non-executive Directors) consider that Indemnities are on normal commercial terms and are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommends that the Independent Shareholders vote in favour of ordinary resolutions approving the provision of the Indemnities.

9. ADDITIONAL INFORMATION

Your attention is drawn to the letter from independent board committee, letter from Somerley and general information set out in the Appendix to this circular.

Yours faithfully,

For and on behalf of the Board

WAI Ching Sum Company Secretary

— 13 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [67 x 64] intentionally omitted <==

AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

25 April 2014

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 25 April 2014 (the “ Circular ”), of which this letter forms a part. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defi ned in the Circular.

We have been appointed by the Board as members of the Independent Board Committee to advise the Independent Shareholders on whether the Indemnities are on normal commercial terms that are fair and reasonable so far as the Shareholders are concerned and that the provision of which is in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from Somerley, the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities as set out on pages 15 to 18 of the Circular and the letter from the Board set out on pages 6 to 13 of the Circular.

Having considered, among other matters, the factors and reasons considered by, and the opinion of Somerley as stated in its letter of advice, we consider that the Indemnities are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend you to vote in favour of ordinary resolutions to be proposed at the EGM in relation to the provision of the Indemnities.

Yours faithfully,

The Independent Board Committee of

Agile Property Holdings Limited

Dr. Cheng Hon Kwan Mr. Kwong Che Keung, Gordon

Mr. Cheung Wing Yui

Independent non-executive Directors

— 14 —

LETTER FROM SOMERLEY

The following is the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY CAPITAL LIMITED

20th Floor China Building 29 Queen’s Road Central Hong Kong 25 April 2014

• To: the Independent Board Committee and the Independent Shareholders of Agile Property Holdings Limited

Dear Sirs,

CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities. Details of the Indemnities are set out in the letter from the Board contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 25 April 2014, of which this letter forms part. Unless otherwise defi ned, capitalised terms used in this letter shall have the same meanings as those defi ned in the Circular.

As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. The USD Notes Engagement and the RMB Notes Engagement (when aggregated pursuant to Rule 14A.25 of the Listing Rules) constitutes connected transactions for the Company pursuant to Chapter 14A of the Listing Rules.

As the maximum amount to be paid in respect of the Indemnities by the Company (if any) is uncapped, the provision of the Indemnities to Morgan Stanley is therefore subject to the requirements of reporting, announcement and Independent Shareholders’ Approval at the EGM under Chapter 14A of the Listing Rules. If the Independent Shareholders vote down on the relevant resolutions approving the Indemnities provided by the Company at the EGM, the Indemnities will be limited to the amount which would otherwise require the approval of the Independent Shareholders under the Listing Rules as contractually agreed by the parties in the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Dr. Cheng Hon Kwan, Mr. Kwong Che Keung, Gordon and Mr. Cheung Wing Yui, has been established to make a recommendation to the Independent Shareholders as to the Indemnities. We, Somerley, have been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

— 15 —

LETTER FROM SOMERLEY

We are not associated with the Company, Morgan Stanley, or their respective substantial shareholders or associates, and accordingly, are considered eligible to give independent advice on the Indemnities. Apart from normal professional fees payable to us in connection with this and similar appointments, no arrangement exists whereby we will receive any fees or benefi ts from the Company, Morgan Stanley, or their respective substantial shareholders or associates.

In formulating our opinion, we have reviewed, among other things, the announcements of the Company dated 11 February 2014 and 23 February 2014 in relation to the Notes Issues, the USD Notes Purchase Agreement, the RMB Notes Purchase Agreement and the Circular. We have also discussed with the Company regarding the Notes Issues.

In addition, we have relied on the information and facts supplied, and the opinions expressed, by the Company and have assumed that the information and facts provided, and the opinions expressed to us are true, accurate and complete in all material aspects at the time they were made and will remain true, accurate and complete up to the date of the EGM. We have also sought and received confi rmation from the Company that no material facts have been omitted from the information supplied by them and that their opinions expressed to us are not misleading in any material respect. We consider that the information we have received is suffi cient for us to formulate our opinion and recommendation as set out in this letter and we neither have any reasons to believe that any material information has been omitted or withheld, nor to doubt the truth or accuracy of the information provided to us. We have not, however, conducted any independent investigation into the business and affairs of the Group, nor have we carried out any independent verifi cation of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion with regard to the Indemnities, we have taken into account the following principal factors and reasons:

1. Information on the Group

The Group is one of the leading property developers in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. It offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels with a majority of the Group’s products targeting middle to upper class customers. The Group also develops commercial properties, including retail shops, shopping malls, offi ce buildings and hotels. The Group also provides property management services.

2. Reasons for the provision of the Indemnities

As set out in the letter from the Board in the Circular, the main reason for the USD Notes Engagement and the provision of the USD Notes Indemnity to Morgan Stanley is to assist the Company in managing the USD Notes Issue pursuant to which the Company intends to use the net proceeds raised to fi nance existing and new projects, refi nance existing indebtedness and for general working capital purposes. The main reason for the RMB Notes Engagement and the provision of the RMB Notes Indemnity to Morgan Stanley is to assist the Company in managing the RMB Notes Issue pursuant to which the Company intends to use the net proceeds raised to refi nance the 2009 Notes.

— 16 —

LETTER FROM SOMERLEY

The Company has entered into the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement with Morgan Stanley and other fi nancial institutions, which are independent third parties not connected with the Company, to engage them to act as, among other things, the joint lead managers in connection with the Notes Issues. The provision of the Indemnities by the Company to the joint lead managers, including Morgan Stanley, under the USD Notes Purchase Agreement and RMB Notes Purchase Agreement is a remedy to the joint lead managers for any breach or alleged breach of any of the undertakings or agreements under the USD Notes Purchase Agreement and the RMB Notes Purchase Agreement, respectively, by the Company including any representations and warranties given by the Company thereunder. The provision of such Indemnities by the Company is customary practice in capital market transactions, without which it is unlikely that the Company will be able to fi nalize the USD Notes Purchase Agreement and RMB Notes Purchase Agreement with the joint lead managers. For the avoidance of doubt, we are explicitly not advising on the terms of the USD Notes Purchase Agreement and RMB Notes Purchase Agreement save for the Indemnities.

Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden. The management of the Company is of the view that the experience of Morgan Stanley in executing transactions similar to those contemplated in the Notes Issues contributed to the smooth implementation and consummation of the Notes Issues.

3. Principal terms of the Indemnities

In connection with the Notes Issues, the Company has engaged Morgan Stanley to act as one of the joint lead managers and one of the joint lead manager and joint bookrunners pursuant to the terms of the USD Notes Engagement and RMB Notes Engagement respectively. The provision of the Indemnities is one of the terms of the USD Notes Purchase Agreement and RMB Notes Purchase Agreement. Pursuant to the USD Notes Engagement and RMB Notes Engagement, the Company will provide market customary Indemnities to Morgan Stanley pursuant to which the Company will indemnify and hold harmless each Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the Securities Act or the Exchange Act, or each affi liate of Morgan Stanley within the meaning of the Securities Act and each offi cer, director, employee or their affi liates from and against any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the USD Notes Issue or the RMB Notes Issue (as the case may be), or (ii) any omission or alleged omission to state in the offering memoranda in connection with the USD Notes Issue or the RMB Notes Issue (as the case may be) a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances. We note that the Indemnities have been given to each joint lead managers including Morgan Stanley under the USD Notes Purchase Agreement and each joint lead managers and joint bookrunners under RMB Notes Purchase Agreement, except that the Indemnities provided to Morgan Stanley are capped prior to obtaining the Independent Shareholders’ Approval.

In the past, the Company was required to give similar uncapped Indemnities to the independent fi nancial institutions engaged under the agreements relating to the US$400 million notes, the US$300 million notes, the US$650 million notes, the US$500 million convertible bonds, the US$700 million notes and the US$700 million subordinated perpetual capital securities issued by the Company in 2006, 2009, 2010, 2011, 2012 and 2013 (the “ Past Fund Raising Exercises ”) respectively. Therefore, it is our view that the terms of the Indemnities given to Morgan Stanley by the Company are no more favourable than the Indemnities given to other joint lead managers and the terms of the indemnities of similar transactions entered into by the Company and other fi nancial institutions in the Past Fund Raising Exercises.

— 17 —

LETTER FROM SOMERLEY

4. Potential effects of limitation on the Indemnities

As mentioned in this letter above, if the Independent Shareholders do not approve the Indemnities provided by the Company at the EGM, the Indemnities will be limited to the amount which would otherwise require the approval of the Independent Shareholders under the Listing Rules. Putting the limitation on the Indemnities, on a stand-alone basis in these Notes Issues, may be benefi cial to the Company and the Independent Shareholders. However, the Independent Shareholders should be aware of the limitation on the Indemnities may have material adverse consequences on future fund raising exercises or business development to be carried out by the Company, either with Morgan Stanley or other investment banks.

As a matter of fact, Morgan Stanley participated in the majority of the Past Fund Raising Exercises and purchased, as initial purchasers, signifi cant portion of the issues in the Past Fund Raising Exercises which it participated. In light of the established fund raising track records of the Company as mentioned in above and the long history of cooperation and good standing working relationship between the Company and Morgan Stanley, it is anticipated that Morgan Stanley will likely play a role in the Company’s future fund raising exercises. In the event that the uncapped Indemnities, which are on normal commercial terms, are not approved by the Independent Shareholders, it may pose signifi cant and adverse effect on the structure (e.g. fund raising sizes may need to be reduced since Morgan Stanley may not participate due to the limitation on Indemnities) and terms (e.g. higher fees because of limited Indemnities given) of, as well as the time and costs required in the negotiation of new engagement terms with Morgan Stanley in, the Company’s future fund raising exercises.

The limitation on the Indemnities may also affect the Company’s future business development opportunity or cooperation with other investment banks similar to Morgan Stanley, which participated in both the Group’s property development projects and fund raising exercises. The impaired rights (i.e. limitation on Indemnities) of the investment banks as a result of “connected person” status may eventually hinder the future business development and fund raising capability of the Company, even though the terms of which are on normal commercial terms.

All in all, although the limitation on the Indemnities may have short-term benefi t to the Company, it may jeopardise the long-term business relationship between the Company and investment banks (including Morgan Stanley) with respect to the future fund raising plans and business development of the Company. On the above basis, we are of the view that the provision of uncapped Indemnities to Morgan Stanley is, in the long-run, in the interests of the Company and the Shareholders as a whole.

OPINION AND RECOMMENDATION

Based on the principal factors and reasons above, we consider that uncapped Indemnities are on normal commercial terms that are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favor of the ordinary resolutions to be proposed at the EGM in relation to the Indemnities.

Yours faithfully, for and on behalf of

SOMERLEY CAPITAL LIMITED Jenny Leung Director

— 18 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confi rm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors and chief executive

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were notifi ed to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were recorded in the register required to be kept by the Company under Section 352 of the SFO; or (iii) were required by the Securities Dealing Code for Directors, to be notifi ed to the Company and the Stock Exchange were as follows:

(i) Long positions in the Shares

		Shares held in the Company	Shares held in the Company		Approximate
					Percentage
	Capacity of	Number of		Total number	of issued
Name of Directors	interests held	Shares	Note	of Shares	Share capital
Chen Zhuo Lin	Benef ciary of a trust	2,180,530,000	1	2,193,220,000	62.99%
	Controlled corporation	12,690,000	2
Chan Cheuk Yin	Benef ciary of a trust	2,180,530,000	1	2,194,030,000	63.01%
	Controlled corporation	13,500,000	3
Luk Sin Fong, Fion	Benef ciary of a trust	2,180,530,000	1	2,193,220,000	62.99%
	Controlled corporation	12,690,000	2
Chan Cheuk Hung	Benef ciary of a trust	2,180,530,000	1	2,180,530,000	62.63%
Chan Cheuk Hei	Benef ciary of a trust	2,180,530,000	1	2,187,530,000	62.83%
	Benef cial owner	7,000,000	4
Chan Cheuk Nam	Benef ciary of a trust	2,180,530,000	1	2,186,558,000	62.80%
	Benef cial owner	6,028,000	5

— 19 —

GENERAL INFORMATION

APPENDIX

Notes:

1. Held by Top Coast Investment Limited as trustee.

2. Held by Brilliant Hero Capital Limited and Famous Tone Investments Limited which are jointly controlled by Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion.

3. Held by Renowned Idea Investments Limited, which is wholly-owned by Mr. Chan Cheuk Yin.

4. Jointly held by Mr. Chan Cheuk Hei and his spouse Ms. Lu Yanping.

5. Jointly held by Mr. Chan Cheuk Nam and his spouse Ms. Chan Siu Na.

6. (ii) Long positions in the debentures of the Company

			Approximate
		Personal	% of the
Name of Director	Type	interests	debentures
Kwong Che Keung, Gordon	8.875% senior notes in	US$1,000,000	0.154%
	an aggregate principal
	amount of US$650 million
	due by 2017

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of SFO) which (i) were notifi ed to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of SFO (including interests or short positions which they were taken or deemed to have under such provisions of SFO); or (ii) were recorded in the register required to be kept by the Company under Section 352 of SFO; or (iii) were required by the Securities Dealing Code for Directors to be notifi ed to the Company and the Stock Exchange.

— 20 —

GENERAL INFORMATION

APPENDIX

(b) Substantial Shareholders

So far as is known to the Directors or chief executives of the Company, as at the Latest Practicable Date, the interests or short positions of substantial Shareholders (other than Directors or the chief executives of the Company) in the Shares or underlying Shares which (i) would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of SFO or (ii) were recorded in the register required to be kept by the Company under Section 336 of SFO were as follows:

• (i) Interests in the Company

					Approximate
		Shares held	in the	Company	Percentage
	Capacity of			Total number	of issued
Name of Shareholders	interests held	Number of Shares	Note	of Shares (Note 7)	Share capital
Top Coast Investment	Trustee	2,180,530,000		2,180,530,000	62.63%
Limited
Zheng Huiqiong	Spouse	2,194,030,000	1	2,194,030,000	63.01%
Lu Liqing	Spouse	2,180,530,000	2	2,180,530,000	62.63%
Lu Yanping	Benef cial owner	7,000,000	3	2,187,530,000	62.83%
	Spouse	2,180,530,000	4
Chan Siu Na	Benef cial owner	6,028,000	5	2,186,558,000	62.80%
	Spouse	2,180,530,000	6

Notes:

1. Deemed interests attributable to the spouse relationship with Mr. Chan Cheuk Yin, a Director.

2. Deemed interests attributable to the spouse relationship with Mr. Chan Cheuk Hung, a Director.

3. Jointly held by Ms. Lu Yanping and her spouse Mr. Chan Cheuk Hei, a Director.

4. Deemed interests attributable to the spouse relationship with Mr. Chan Cheuk Hei, a Director.

5. Jointly held by Ms. Chan Siu Na and her spouse Mr. Chan Cheuk Nam, a Director.

6. Deemed interests attributable to the spouse relationship with Mr. Chan Cheuk Nam, a Director.

7. All interests in the above Shares were long positions.

Save as disclosed herein, as at the Latest Practicable Date, none of the substantial Shareholders (other than Directors or chief executives of the Company) had informed to the Company that they had any interests or short positions in the Shares or underlying Shares which (i) would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of SFO or (ii) were recorded in the register required to be kept by the Company under Section 336 of SFO.

— 21 —

GENERAL INFORMATION

APPENDIX

• (ii) Interests in other member(s) of the Group

	Approximate % of interests held	Approximate % of interests held
		The other
Name of subsidiary	The Group	**shareholder **	Name of the other shareholder
Agile PJD Development	70.00%	30.00%	PJD-MM2H Sdn. Bhd.
Sdn. Bhd.
Crown Golden	70.00%	30.00%	Crystal I_(Note)_
Hodson Investment Limited	70.00%	30.00%	King of King Business Limited
Straight Up Limited	70.00%	30.00%	Join Billion Development Limited
Xi’an Qujiang Agile	70.00%	30.00%	Xi’an Qujiang Rong
Real Estate Development			Hua Land Co., Ltd.*
Co., Ltd.*			(西安曲江榮華置業有限公司)
(西安曲江雅居樂
房地產開發有限公司)
Zhengzhou Agile	60.00%	40.00%	Henan Hengyi Land Co., Ltd.*
Real Estate Development			(河南恒一置業有限公司)
Development Co., Ltd.*
(鄭州雅居樂房地產
開發有限公司)

Note: Morgan Stanley is an indirect substantial shareholder of Crystal I.

Save as disclosed herein, as at the Latest Practicable Date, no other person was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. SERVICE CONTRACTS

In accordance with Article 87 of the Articles of Association, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei and Mr. Kwong Che Keung, Gordon will retire as Directors at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Pursuant to the Article 86(3) of the Articles of Association, Mr. Huang Fengchao, Mr. Liang Zhengjian and Mr. Chen Zhongqi, being additional Directors appointed to the Board on 28 March 2014, will only hold offi ce until the AGM. Accordingly, they will retire as Directors at the AGM and, being eligible, will offer themselves for re-election at the AGM.

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any of its subsidiaries other than contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. COMPETING INTERESTS

For the year ended 31 December 2013 and up to the Latest Practicable Date, the Directors were considered to have interests in the following businesses, which are to be disclosed as required pursuant to Rule 8.10 of the Listing Rules, being businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group, other than those businesses in which (i) the Group was interested and (ii) the Directors’ only interests were as directors appointed to represent the interests of the Group.

— 22 —

GENERAL INFORMATION

APPENDIX

To avoid any business, apart from the Group’s business, which competes or is likely to compete, either directly or indirectly, with businesses of the Group, on 23 November 2005, Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Ms. Luk Sin Fong, Fion, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam (the “ Six Directors ”) entered into a deed of non-competition and compensation with the Company (the “ Deed ”) to undertake that they will not, and shall procure their controlled affi liates not to engage in any possible competing business.

Pursuant to Clause 2.2 of the Deed, the Company has a priority to participate in such business and the Six Directors would not directly or indirectly participate in any competing business with the Group from time to time operated. Any decision on acquisition of such business will be made by the independent nonexecutive Directors.

The Group has gradually developed its hotels business operation, and Six Directors have interests in the Shares of Zhongshan Agile Hotel Company Limited (“ Zhongshan Agile ”) and Zhongshan Agile Changjiang Hotel Company Limited (“ Changjiang Hotel ”). The business of these companies also includes holding and operating hotels (the “ Excluded Businesses ”). In view of this, the Six Directors issued a letter dated 10 September 2007 to the Company inviting the Company to exercise its rights to acquire the Excluded Businesses. A Board committee comprising the independent non-executive Directors (the “ INED Committee ”) was formed to consider the acquisition of the Excluded Businesses. As the Excluded Businesses were in operation before the Group started its own hotel business and that the scale of the Excluded Businesses were considered insignifi cant compared with the businesses of the Group as a whole, the INED Committee concluded that the Excluded Businesses were unlikely to compete with the hotel business of the Group and decided not to acquire the Excluded Businesses. Zhongshan Agile was acquired by the Group in 2011.

Since the business of Changjiang Hotel is operated and managed independently by individual companies, the Directors are of the view that the Group is capable of carrying on its hotel businesses independently and at arm’s length from Changjiang Hotel.

The Directors, including those interested in Changjiang Hotel, will, as and when required under the Company’s articles of association and “Statement of Policy for Corporate Governance”, abstain from voting on any resolution of the Board in respect of any contract, arrangement or proposal in which he or she or any of his or her associates has material interest.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Company was not aware of any material adverse change in the fi nancial or trading position of the Group since 31 December 2013, being the date to which the latest audited combined fi nancial statements of the Company were made up.

— 23 —

GENERAL INFORMATION

APPENDIX

6. EXPERT’S QUALIFICATION AND CONSENT

Somerley has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

The following is the qualifi cation of Somerley who has given its opinion or advice which is contained in this circular:

Name

Qualifi cation

Somerley A corporation licensed under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate fi nance) regulated activities

As at the Latest Practicable Date, Somerley was not interested in any Shares or share in any member of the Group nor did it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any Shares or shares in any member of the Group. As at the Latest Practicable Date, Somerley did not have any direct or indirect interest in any assets which had been, since 31 December 2013, being the date to which the latest published audited fi nancial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

8. MISCELLANEOUS

• (a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2013, being the date to which the latest published accounts of the Company were made up, and up to the Latest Practicable Date.

• (b) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was signifi cant in relation to the business of the Group.

• (c) The secretary of the Company is Ms. Wai Ching Sum, who is a fellow member of The Institute of Chartered Secretaries and Administrators in United Kingdom and The Hong Kong Institute of Chartered Secretaries and is holding the practitioner’s endorsement issued by The Hong Kong Institute of Chartered Secretaries.

• (d) The registered offi ce of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of offi ce of the Company in the PRC is located at 40th Floor, Guangzhou International Finance Center, No. 5 Zhujiang Xi Road, Zhujiang New Town, Tianhe District, Guangzhou City, Guangdong Province, PRC, Postal Code: 510623. The principal place of business of the Company in Hong Kong is located at 33rd Floor, Citibank Tower, 3 Garden Road Central, Hong Kong.

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GENERAL INFORMATION

APPENDIX

• (e) The branch share registrar and transfer offi ce in Hong Kong of the Company is Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (f) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 33rd Floor, Citibank Tower, 3 Garden Road, Central, Hong Kong during normal offi ce hours on any weekday, except public holidays, from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the audited consolidated fi nancial statements of the Company and its subsidiaries for the two fi nancial years ended 31 December 2013;

• (c) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 14 of this circular;

• (d) the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 15 to 18 of this circular;

• (e) the written consent referred to in the paragraph headed “Expert’s Qualifi cation and Consent” in this Appendix;

• (f) the USD Notes Purchase Agreement;

• (g) the RMB Notes Purchase Agreement; and

• (h) this circular.

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NOTICE OF EGM

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Agile Property Holdings Limited (the “ Company ”) will be held at the Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 13 June 2014 at 2:45 p.m. or immediately after the conclusion of the annual general meeting which is to be held on the same day and at the same place at 2:30 p.m., whichever is later for the purpose of considering and, if thought fi t, to pass, with or without modifi cation, the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :

• (a) the market customary indemnity (the “ USD Notes Indemnity ”) granted by the Company pursuant to Section 10 of the purchase agreement (the “ USD Notes Purchase Agreement ”) dated 10 February 2014 entered into by and among the Company, Agricultural Bank of China Limited Hong Kong Branch, ABCI Capital Limited, The Hongkong and Shanghai Banking Corporation Limited, Industrial and Commercial Bank of China (Asia) Limited, ICBC International Capital Limited, ICBC International Securities Limited, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc (“ Morgan Stanley ”) and Standard Chartered Bank, and in favour of and for the benefi t of Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the United States Securities Act 1933, as amended (the “ Securities Act ”) or the United States Exchange Act 1934 (the “ Exchange Act ”), or each affi liate of Morgan Stanley within the meaning of the Securities Act and each offi cer, director, employee or their affi liates (the “ USD Notes Indemnifi ed Persons ”), in relation to the issue of US$500 million 8.375% senior notes due 2019 (the “ USD Notes Issue ”), whereby the Company will indemnify and hold harmless each USD Notes Indemnifi ed Person, from and against any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the USD Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the USD Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances be and are hereby authorised, approved, confi rmed and ratifi ed;

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NOTICE OF EGM

• (b) the market customary indemnity (the “ RMB Notes Indemnity ”, together with the USD Notes Indemnity, the “ Indemnities ”) granted by the Company pursuant to Section 10 of the purchase agreement (the “ RMB Notes Purchase Agreement ”) dated 21 February 2014 entered into by and among the Company, The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley and Standard Chartered Bank (Hong Kong) Limited, and in favour of and for the benefi t of Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of the Securities Act or the Exchange Act, or each affi liate of Morgan Stanley within the meaning of the Securities Act and each offi cer, director, employee or their affi liates (the “ RMB Notes Indemnifi ed Persons ”), in relation to the issue of RMB2,000,000,000 6.50% senior notes due 2017 (the “ RMB Notes Issue ”), whereby the Company will indemnify and hold harmless each RMB Notes Indemnifi ed Person, from and against any and all losses, claims, damages and liabilities (including but not limited to any legal costs or other expenses reasonably incurred in connection with defending or investing any such action or claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Company’s offering memoranda in connection with the RMB Notes Issue, or (ii) any omission or alleged omission to state in the offering memoranda in connection with the RMB Notes Issue a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except for certain circumstances be and are hereby authorised, approved, confi rmed and ratifi ed;

• (c) that the Indemnities granted to Morgan Stanley is on normal commercial terms that are fair and reasonable so far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and shareholders of the Company as a whole; and

• (d) the directors of the Company (the “ Directors ” and each a “ Director ”) and the secretary of the Company (the “ Company Secretary ”) be, and such other persons as are authorised by any of them be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as any Director or the Company Secretary or such other person shall deem necessary or appropriate in connection with, the foregoing resolutions, including to do and perform, in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or fi le with any person including any governmental authority or agency, all such agreements, documents, instruments, certifi cates, consents and waivers, and all amendments to any such agreements, documents, instruments or certifi cates, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced by the performance thereby.”

By Order of the Board Agile Property Holdings Limited WAI Ching Sum Company Secretary

Hong Kong, dated 25 April 2014

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NOTICE OF EGM

Principal place of business in Hong Kong: Principal place of offi ce in the PRC: 33rd Floor 40th Floor Citibank Tower Guangzhou International Finance Center 3 Garden Road Central No.5 Zhujiang Xi Road Hong Kong Zhujiang New Town Tianhe District, Guangzhou City Guangdong Province, PRC Postal Code: 510623

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not to be a shareholder of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of such power or authority shall be deposited at the Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong., not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof, and in default, the instrument of proxy shall not be treated as valid.

3. Completion and return of the form of proxy will not preclude the appointor from attending and voting in person at the meeting or any adjournment thereof. In that event, such form of proxy will be deemed to have been revoked.

4. In the case of joint registered holders of any share of the Company, only the person whose name stands fi rst on the register of members may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but any one of the joint holders may be appointed as proxy to vote on behalf of such joint holders, and to attend and vote at the meeting.

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