THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy Ordinary Shares. Copies of this document are either being sent to Shareholders or are available for inspection on the Company s website.ifyou have sold or otherwise transferred all of your Ordinary Shares please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your holding in Ordinary Shares you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed Definitions of this document. (Incorporated in the British Virgin Islands with limited liability with registered no ) PROPOSED DISPOSAL OF PROPERTY NOTICE OF EXTRAORDINARY GENERAL MEETING This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, which is set out in Part I of this document, recommending that you vote in favour of the Resolution to be proposed at the EGM. A notice of the Extraordinary General Meeting to be held at the Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Friday, 29 April 2016, at 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) is set out on pages 14 and 15 of this document. The Form of Proxy and the Form of Instruction for use at the EGM accompany this document. Whether or not you are able to attend the EGM, if you hold Ordinary Shares in certificated form, please complete the accompanying Form of Proxy in accordance with the instructions printedthereonandreturnitto the Company s principal place of business at 25th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the EGM. Completion and return of the Form of Proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish. Holders of Depositary Interests should complete the enclosed Form of Instruction in accordance with the instructions printed thereon to direct Computershare Company Nominees Limited as the custodian of their shares how to exercise their votes. To be valid, the Form of Instruction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Custodian at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to be received no later than 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) on Tuesday, 26 April Completion and return of the Form of Instruction will not preclude a holder of Depositary Interests from attending the EGM and voting in person if they so wish. Should a holder of Depositary Interests wish to attend the EGM and/or vote at the EGM they should ensure the relevant box is completed on the Form of Instruction. A summary of the action to be taken by Shareholders is set out on page 10 of this document and in the Notice of EGM. 3 March 2016

2 CONTENTS Page Expected Timetable of Principal Events... 1 Definitions... 2 Part I: Letter from the Chairman... 5 Part II: Summary of the Principal Terms and Conditions of the Sale Agreement Notice of EGM i

3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document... 3 March 2016 Latest time and date for receipt of Forms of Instruction for the EGM... 4:00 p.m. on 26 April 2016 Latest time and date for receipt of Forms of Proxy for the EGM... 4:00 p.m. on 27 April 2016 Date and time of the EGM... 4:00 p.m. on 29 April 2016 Expected completion of the Disposal...24 May Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to holders of Ordinary Shares by announcement on a Regulatory Information Service. 2. All of the above times refer to Hong Kong time. 3. The events in the above timetable following the EGM are conditional upon approval by Shareholders of the Resolution at the EGM. 1

4 DEFINITIONS In this document, the following expressions shall, unless the context otherwise requires, have the following meanings: AGP or the Company AGP Group AIM Rules Bank Bank Loan Board Business Day Asian Growth Properties Limited, a company incorporated in the British Virgin Islands whose shares are traded on AIM market of The London Stock Exchange plc (Stock code: AGP); AGP and its subsidiaries; the AIM Rules for Companies published by The London Stock Exchange plc; The Hongkong and Shanghai Banking Corporation Limited; bank loan facilities of up to HK$2,381 million (approximately 220 million) granted by the Bank to Wing Siu and the outstanding amount of the principal sum and any interest accrued thereon; the board of Directors; a day, other than a public holiday, Saturday or Sunday, on which licensed banks are open in Hong Kong to the general public for business; Capex Amount the sum of HK$80 million (approximately 7.4 million) payable by the Purchaser to the Vendor as compensation for capital and other expenditure for and in connection with the Property and furniture, furnishings, fixtures, fittings, decorations and equipment relating thereto and which is not reflected in the Consideration; Completion Consideration Depositary Interests Director(s) completion of the Disposal pursuant to the Sale Agreement; the total consideration in the sum of HK$10,000 million (approximately 926 million) payable by the Purchaser to the Vendor for the Disposal under the Sale Agreement (subject to adjustments by reference to the net asset value of the Target Group (excluding the value of Property, the Bank Loan and deferred tax liabilities) as at Completion in accordance with thetermsofthesaleagreement); depositary interests representing Ordinary Shares; the director(s) of the Company; 2

5 DEFINITIONS Disposal the Disposal of the Sale Shares by the Vendor; EGM the extraordinary general meeting of the Company to be convened at the Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong at 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) on Friday, 29 April 2016, notice of which is set out at the end of this document; Form of Instruction HK$ Hong Kong HK Listing Rules HKSE Notice of EGM the form of instruction for use by Depositary Interest holders in connection with the EGM; the lawful currency of Hong Kong for the time being; the Hong Kong Special Administrative Region of The People s Republic of China; The Rules Governing the Listing of Securities on HKSE; The Stock Exchange of Hong Kong Limited; the notice of EGM set out at the end of this document; Ordinary Shares ordinary shares of US$0.05 each in the capital of the Company; Owner s Fund Property Purchaser the property management and maintenance funds held by the manager/managing agent for Wing Siu and/or SEA (BVI) pursuant to the management agreements dated 30 April 2015 made between Wing Siu, SEA (BVI) and Jones Lang LaSalle Management Services Limited for the purpose of maintaining and managing the Property; all that piece or parcel of ground registered at The Land Registry of Hong Kong as Inland Lot No together with the messuages, erections and buildings thereon known as Dah Sing Financial Centre, a 38-storey commercial and office building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area and total lettable area of approximately 37,214 square metres and 32,606 square metres respectively and 156 car parking spaces, which is currently ownedbywingsiu; Gao Sheng Global Limited, a company incorporated in the British Virgin Islands with limited liability and is an indirect subsidiary of the Purchaser s Guarantor; 3

6 DEFINITIONS Purchaser s Guarantor China Everbright Holdings Company Limited, a company incorporated in Hong Kong with limited liability; Resolution Sale Agreement Sale Shares SEA SEA Group SEA (BVI) Shareholders Target Group Vendor Wing Siu theordinaryresolutiontobeproposedattheegmandsetout in the Notice of EGM at the end of this document; the agreement relating to the Disposal entered into between the Vendor, AGP, the Purchaser and the Purchaser s Guarantor on 25 February 2016 and a summary of the principal terms of such agreement is set out in Part II of this document; 10,000 ordinary shares of HK$10 each in the capital of SEA (BVI), being all the issued shares of SEA (BVI); S E A Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed and traded on the Main Board of HKSE (Stock code: 251); SEA and its subsidiaries (including the AGP Group); SEA (BVI) Limited, a company incorporated in the British Virgin Islands with limited liability and is a directly whollyowned subsidiary of the Vendor; holders of the Ordinary Shares and/or holders of Depositary Interests; SEA(BVI)andWingSiu; Giant Well Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and is an indirect wholly-owned subsidiary of AGP; Wing Siu Company Limited, a company incorporated in Hong Kong with limited liability and a directly wholly-owned subsidiary of SEA (BVI); Pounds sterling, the lawful currency of the United Kingdom; and % per cent. 4

7 PART I LETTER FROM THE CHAIRMAN (Incorporated in the British Virgin Islands with limited liability with registered no ) Directors: Richard Öther Prickett (Non-executive Chairman and Independent Non-executive Director) Lu Wing Chi (Executive Director) Lamburt Lu (Executive Director) David Andrew Runciman (Executive Director) Lincoln Lu (Executive Director) Lam Sing Tai (Non-executive Director) John David Orchard Fulton (Independent Non-executive Director) Registered office: Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands To Shareholders and, for information only, to holders of options over Ordinary Shares Dear Shareholders, 1. INTRODUCTION PROPOSED DISPOSAL OF PROPERTY NOTICE OF EXTRAORDINARY GENERAL MEETING 3 March 2016 On 25 February 2016 and 2 March 2016, the Company announced that the Vendor (an indirect wholly-owned subsidiary of AGP) and AGP entered into the Sale Agreement with the Purchaser and the Purchaser s Guarantor in relation to the conditional Disposal of the Target Group, which owns the property known as Dah Sing Financial Centre held by the AGP Group in Hong Kong, for a gross Consideration (for the Sale Shares) of HK$10,000 million (approximately 926 million) in cashtothepurchaser. The purpose of this document is to provide Shareholders with further information on the Disposal and the reasons why the Directors consider that the Disposal is in the best interests of the Company and its Shareholders as a whole. A summary of the principal terms of the Sale Agreement is set out in Part II of this document. The Target Group to be acquired by the Purchaser comprises SEA (BVI) (an indirect whollyowned subsidiary of the Company) and Wing Siu (a wholly-owned subsidiary of SEA (BVI)). Wing Siu is the sole registered and beneficial owner of the Property, a 38-storey commercial and office 5

8 PART I LETTER FROM THE CHAIRMAN building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area and total lettable area of approximately 37,214 square metres and 32,606 square metres respectively and 156 car parking spaces. The Property was valued as at 31 December 2015 at a value of HK$9,500 million (approximately 880 million) by Savills Valuation and Professional Services Limited, an independent property valuer. In addition to the Consideration for the Sale Shares, the Purchaser will pay the Vendor on Completion: (i) the Capex Amount of HK$80 million (approximately 7.4 million) to compensate the Vendor for capital expenditure on the Property and furniture, fixtures and fittings which is not reflected in the Consideration; and (ii) an amount equivalent to the Owner s Fund outstanding at Completion held by the Target Group s manager/managing agent for the purpose of managing and maintaining the Property. The balance of the Owner s Fund as at 31 December 2015 amounted to approximately HK$45 million (approximately 4 million). Completion of the Disposal is subject to various conditions, more particularly set out below. Assuming the Disposal proceeds to Completion, the AGP Group will receive a total gross cash consideration for the Sale Shares, the Capex Amount and the Owner s Fund of approximately HK$10,125 million (approximately 938 million). After repayment of the Bank Loan with a principal amount of approximately HK$1,981 million (approximately 183 million), the AGP Group will receive a net consideration for the Sale Shares of approximately HK$8,019 million (approximately 743 million) and together with the Capex Amount and the Owner s Fund, a total net consideration of approximately HK$8,144 million (approximately 754 million), before deducting transaction costs and expenses. The capital gain from the Disposal before transaction costs and expenses is expected to be approximately HK$700 million (approximately 65 million). The AGP Group and its majority shareholder, SEA, currently occupy the 25th and 26th floors of the Property as their respective headquarters in Hong Kong. At Completion, Wing Siu will lease back the 25th and 26th floors of the Property to the AGP Group together with the right to use car parking and storage facilities at a monthly rent of HK$1,121,546 (approximately 103,856) for a term of 3 years with an option to renew for further 3 years and in accordance with such other principal terms of a lease agreed between the Purchaser and the Vendor. SEA will continue to share the use of the premises with the AGP Group after Completion. After Completion, the AGP Group will continue to focus on its other development and investment projects in Hong Kong and mainland China. Particulars of the AGP Group s strategy and its remaining property portfolio are set out in the Company s interim report for the six months ended 30 June Under Rule 15 of the AIM Rules, the Disposal is deemed to be a disposal resulting in a fundamental change of business of the Company, and as such requires the approval, by way of ordinary resolution, of the Shareholders at the EGM. 6

9 PART I LETTER FROM THE CHAIRMAN The Company s majority shareholder, SEA, is a company listed on the HKSE and, under the HK Listing Rules, SEA is required to seek approval of its own shareholders by way of an ordinary resolution before casting its vote at the EGM. SEA is also required, under the HK Listing Rules, to publish a circular and to convene a general meeting of the SEA shareholders. Announcements and circulars of SEA relating to the Disposal are subject to pre-vetting by the HKSE and it is currently anticipated that SEA s circular will only be published on or before 31 March 2016 and SEA s general meeting of shareholders will be held on 29 April The Company s EGM to approve the Disposal will therefore be held on 29 April 2016, shortly after SEA s general meeting. A copy of the circular and the relevant announcements of SEA relating to the Disposal will be published on SEA s website ( SEA s majority shareholder, Nan Luen International Limited, has undertaken to vote in favour of the resolution to approve the Disposal at the SEA shareholders meeting in respect of its holdings of 438,603,289 ordinary shares in SEA, which represent approximately 64.64% of the issued share capital of SEA at the date of this document. Subject to Nan Luen International Limited voting in favour of the resolution to approve the Disposal at the SEA shareholders meeting, SEA, has undertaken to vote in favour of the Resolution to approve the Disposal at the EGM in respect of its holdings of 861,278,857 Ordinary Shares, which represent approximately 97.17% of the issued share capital of AGP. Assuming Shareholders approve the Disposal, Completion is expected to take place on or before 24 May 2016, after both the SEA shareholders meeting and the EGM. 2. BACKGROUND TO AND REASONS FOR THE DISPOSAL Since the Company s admission to AIM, the Company has been focused on developing its property portfolio in Hong Kong and mainland China. It is the AGP Group s strategy to review and optimise its property portfolio from time to time with a view to achieving the greatest value for Shareholders. Wing Siu holds the AGP Group s interests in the Property, which was acquired by Wing Siu in The Property is a 38-storey commercial and office building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area and total lettable area of approximately 37,214 square metres and 32,606 square metres respectively and 156 car parking spaces. The Property was valued as at 31 December 2015 at a value of HK$9,500 million (approximately 880 million) by Savills Valuation and Professional Services Limited, an independent property valuer. The Board believes that the Disposal provides an optimum opportunity for the Company to realise cash and unlock the value of its investment in the Property at fair market value. Following Completion of the Disposal, based on receipt of the Consideration (for the Sale Shares), the Capex Amount and the Owner s Fund and taking into account the unaudited net asset value of the Target Group as at 31 December 2015 from its unaudited consolidated management accounts (adjusted for the carrying amount of parts of the Property which are leased to third parties at market value as at 31 December 2015; while the carrying amount of the parts of the Property which are occupied by the AGP Group remained at cost less accumulated depreciation), the AGP Group expects to record in its consolidated income statement a gain (before transaction costs and expenses) of approximately HK$700 million (approximately 65 million) and to realise a net cash amount of 7

10 PART I LETTER FROM THE CHAIRMAN approximately HK$8,144 million (approximately 754 million), after repayment of the Bank Loan, for future investment into its other development and investment projects and other potential real estate projects and as general working capital for the AGP Group. After the Disposal, the Company will continue with its current business of property investment and development, hotel operation and property and asset management in Hong Kong and mainland China. Further particulars of the Company s remaining property portfolio are set out in the Company s interim report for the six months ended 30 June The Consideration for the Disposal was determined after arm s length negotiations between the AGP Group and the Purchaser with reference to, among others, prevailing market prices of similar properties in the relevant location and the value of the Property. The Directors consider that the Consideration is fair and reasonable and in the interest of the Company and its Shareholders taken as a whole. The Directors have confirmed that the Purchaser, the Purchaser s Guarantor and their respective ultimate beneficial owners are independent of the Company and not a related party as defined in the AIM Rules. 3. USE OF PROCEEDS It is expected that the aggregate net cash proceeds of the Disposal (including the Capex Amount and the Owner s Fund) receivable by the Vendor on Completion after repayment of the Bank Loan will be approximately HK$8,144 million (approximately 754 million), before deducting transaction costs and expenses. The Company intends to apply the net proceeds from the Disposal for future investment into its other development and investment projects and other potential real estate projects and as general working capital for the AGP Group. 4. CURRENT TRADING AND PROSPECTS ThecurrenttradingoftheAGPGroupisinlinewith the expectations of the Directors, as set out in the Company s interim report for the six months ended 30 June Taking into account the Consideration (for the Sale Shares), the Capex Amount and the Owner s Fund (subject to adjustment and audit) and the unaudited net asset value of the Target Group as at 31 December 2015 from its unaudited consolidated management accounts (adjusted for the carrying amount of parts of the Property which are leased to third parties at market value as at 31 December 2015; while the carrying amount of the parts of the Property which are occupied by the AGP Group remained at cost less accumulated depreciation), the gain arising from the Disposal to be recognised by the AGP Group in its consolidated income statement is estimated at approximately HK$700 million (approximately 65 million). 8

11 PART I LETTER FROM THE CHAIRMAN The above calculation and accounting treatment are subject to review by the auditors of the AGP Group. The actual financial impact to the Group arising from the Disposal to be recorded in the AGP Group s consolidated accounts will be recalculated based on the net asset value of the Target Group as at the date to which completion accounts are drawn up. Upon Completion, the Target Group will cease to be subsidiaries of the AGP Group and will therefore result in the deconsolidation of the assets and liabilities of the Target Group from the AGP Group s consolidated accounts. 5. INFORMATION ON THE TARGET GROUP AND THE PROPERTY SEA (BVI) is an investment holding company and its sole business is the holding of the entire equity interest of Wing Siu which is the sole registered and beneficial owner of the Property. As at the date of this document, the Property is legally and beneficially owned by Wing Siu. The Property is a 38-storey commercial and office building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area and total lettable area of approximately 37,214 square metres and 32,606 square metres respectively and 156 car parking spaces. Currently, the occupancy rate of the Property is 95 per cent. The Property is subject to a mortgage to secure the Bank Loan with a principal amount of approximately HK$1,981 million (approximately 183 million) in favour of the Bank. The Bank Loan will be repaid before Completion or from the proceeds of the Consideration on Completion. The Property was valued as at 31 December 2015 at a value of HK$9,500 million (approximately 880 million) by an independent property valuer. The consolidated carrying value of the assets of the Target Group as at 30 June 2015 was HK$8,617 million (approximately 798 million). Based on the unaudited consolidated management accounts of the Target Group for the year ended 31 December 2014 and 31 December 2013, which was prepared based on the audited accounts of Wing Siu for the same period, the revenue of the Target Group for the year ended 31 December 2014 was approximately HK$243 million (approximately 23 million) (Year ended 31 December 2013: HK$245 million (approximately 23 million)). The net profits before taxation and after taxation (including the fair value gain of investment properties) of the Target Group for the year ended 31 December 2014 were approximately HK$744 million (approximately 69 million) and HK$717 million (approximately 66 million) respectively (Year ended 31 December 2013: HK$321 million (approximately 30 million) and HK$303 million (approximately 28 million) respectively). Based on the unaudited consolidated management accounts of the Target Group for the year ended 31 December 2015, the consolidated net assets of the Target Group as at 31 December 2015 was approximately HK$9,379 million (approximately 869 million). 9

12 PART I LETTER FROM THE CHAIRMAN 6. EGM Completion of the Disposal is conditional upon the passing of the Resolution at the EGM. You will find at the end of this document a notice convening the EGM to be held at the Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Friday, 29 April 2016 at 4:00 p.m. (Hong Kong time) (9:00 a.m. London time), at which the Resolution will be proposed to approve the Disposal in accordance with the terms of the Sale Agreement. 7. ACTION TO BE TAKEN BY SHAREHOLDERS The Notice of EGM is set out on pages 14 and 15 of this document. You will find enclosed a Form of Proxy or in the case of holders of Depositary Interests a Form of Instruction, for use at the EGM. Whether or not you are able to attend the EGM, holders of Ordinary Shares in certificated form are requested to complete the accompanying Form of Proxy in accordance with the instructions printed thereon and return it to the Company s principal place of business at 25th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong as soon as possible and 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 at the EGM or any adjournment thereof should you so wish. In the case of holders of Depositary Interests, a Form of Instruction must be completed and returned in accordance with the instructions printed thereon in order to appoint Computershare CompanyNomineesLimitedtovoteontheholder s behalf at the EGM. Please return the Form of Instruction to the offices of the Custodian at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible and in any event not less than 72 hours before the time appointed for the holding of the EGM or any adjournment thereof. The completion and return of the Form of Instruction will not preclude a holder of Depositary Interests from attending the EGM and voting in person if they so wish. Should a holder of Depositary Interests wish to attend the EGM and/or vote at the EGM they should ensure the relevant box is completed on the Form of Instruction. Please note that it is important that you complete the Form of Instruction if you hold Depositary Interests and the Form of Proxy if you hold Ordinary Shares in certificated form. 8. DOCUMENTS AVAILABILITY Copies of this document will be available to the public, free of charge, at the Company s principal place of business at 25th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) until 30 April This document will also be available on the Company s website ( 10

13 PART I LETTER FROM THE CHAIRMAN 9. RECOMMENDATION The Board considers that the terms of the Disposal are on normal commercial terms and are fair and reasonable, and the Disposal is in the best interest of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the Resolution proposed at the EGM to approve the Disposal. Subject to SEA s shareholders passing the resolution to approve the Disposal at the relevant SEA shareholders meeting to be held on 29 April 2016 shortly before the EGM, SEA, has undertaken to vote in favour of the Resolution to approve the Disposal at the EGM in respect of its holdings of 861,278,857 Ordinary Shares, which represent approximately 97.17% of the issued share capital of AGP. Yours faithfully, By order of the Board Asian Growth Properties Limited Richard Öther Prickett Non-executive Chairman 11

14 PART II SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE SALE AGREEMENT Under the Sale Agreement, the Vendor agreed to sell to the Purchaser the Sale Shares at an aggregate Consideration of HK$10,000 million (approximately 926 million) (subject to adjustments). Pursuant to the Sale Agreement, the Consideration of HK$10,000 million (approximately 926 million) shall be satisfied and paid by the Purchaser in cash in the following manner: (i) an amount of HK$100,000,000 (approximately 9 million) (the Earnest Money ), which was paid by the Purchaser to the Vendor on 5 February 2016 pursuant to the terms of a non-binding letter of intent; (ii) a further deposit of HK$900,000,000 (approximately 83 million) (the Further Deposit ), which was paid by the Purchaser to the Vendor upon execution of the Sale Agreement on 25 February 2016; and (iii) the balance of the Consideration (subject to the adjustment below and after deducting the Earnest Money and the Further Deposit) shall be paid by the Purchaser upon Completion. The Consideration shall be adjusted by reference to the net asset value of the Target Group (excluding the value of the Property, the Bank Loan and deferred tax liabilities) as at Completion. In addition to the Consideration (for the Sale Shares), the Purchaser shall pay to the Vendor at Completion: (i) (ii) an amount equal to the Capex Amount of HK$80 million (approximately 7.4 million) to compensate the Vendor for capital and other expenditure for and in connection with the Property and furniture, furnishings, fixtures, fittings, decorations and equipment relating thereto and which is not reflected in the Consideration; and an amount equivalent to the balance of the Owner s Fund held for Wing Siu and/or SEA (BVI) pursuant to the following management agreements as at the date of Completion: (a) (b) the management agreement dated 30 April 2015 between Wing Siu (as owner of the Property) and SEA (BVI) (as manager) in connection with the management of the Property; and the management agreement dated 30 April 2015 between SEA (BVI) (as manager) and Jones Lang LaSalle Management Services Limited (as managing agent) in connection with the management and maintenance of the Property. The balance of the Owner s Fund as at 31 December 2015 amounted to approximately HK$45 million (approximately 4 million). 12

15 PART II SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE SALE AGREEMENT Under the Sale Agreement, the Bank Loan with a principal amount of approximately HK$1,981 million (approximately 183 million) granted by the Bank to Wing Siu must be repaid by Wing Siu before Completion or repaid from the proceeds of the Consideration at Completion. Completion is conditional upon: (i) approval of the Disposal by SEA s shareholders in compliance with the requirements under the HK Listing Rules; and (ii) approval of the Disposal by AGP s Shareholders in compliance with the requirements under the AIM Rules (together the Condition ). If the Condition is not fulfilled on or before 24 May 2016 (or such other date to be agreed between the Vendor and the Purchaser), the Sale Agreement will terminate, the Vendor shall return the Earnest Money and Further Deposit to the Purchaser and the parties shall have no liability to each other, save that termination will not affect any accrued rights and obligations of any party. Upon Completion, (i) the Target Group will cease to be the subsidiaries of the AGP Group; and (ii) Wing Siu will lease back the 25th and 26th floors of the Property to the AGP Group together with the right to use and occupy 19 car parking spaces, 20 refuse storage rooms and 3 AHU rooms at a monthly rent of HK$1,121,546 (approximately 103,856) for a term of 3 years with an option to renew for further 3 years and in accordance with such other principal terms of a lease agreed between the Purchaser and the Vendor. Under the terms of the lease, the Vendor is permitted to share the premises with its majority shareholder, SEA, and other members of the AGP Group. Assuming Shareholders approve the Disposal, Completion is expected to take place on or before 24 May 2016 or at such other date as the Vendor and the Purchaser may mutually agree in writing. Upon Completion, the Vendor shall cease to hold any interest in the Target Group and the Target Group will cease to be subsidiaries of the AGP Group. The Purchaser s Guarantor has agreed to guarantee the performance by the Purchaser of all its obligations under the Sale Agreement. The Company has also agreed to guarantee the performance by the Vendor of all its obligations under the Sale Agreement. 13

16 NOTICE OF EGM (Incorporated in the British Virgin Islands with limited liability with registered no ) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the EGM ) ofasian Growth Properties Limited (the Company ) will be held at the Board Room, 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Friday, 29 April 2016 at 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution: ORDINARY RESOLUTION 1. THAT the proposed disposal of the entire issued share capital of SEA (BVI) Limited pursuant to the terms of a sale and purchase agreement dated 25 February 2016 between (1) the Company and Giant Well Enterprises Limited and (2) Gao Sheng Global Limited and China Everbright Holdings Company Limited (the Sale Agreement ), as more particularly described in the circular from the Company to its shareholders dated 3 March 2016, be and are hereby approved and all transactions contemplated thereby be and are hereby approved, confirmed and ratified and the Directors of the Company (the Directors ) or any duly authorised committee of such Directors be and are hereby authorised, for and on behalf of the Company, to take all steps necessary or expedient in their opinion to implement and/or give effect to the terms of the Sale Agreement. By order of the Board Asian Growth Properties Limited Richard Öther Prickett Non-executive Chairman 3 March 2016 Registered Office: Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands Principal Place of Business: 25th Floor, Dah Sing Financial Centre 108 Gloucester Road Wanchai, Hong Kong 14

17 NOTICE OF EGM Notes: (1) Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one proxy (or, if he holds two or more shares, more than one proxy) to attend and vote instead of him. A proxy need not be a shareholder of the Company. (2) To be valid, a completed and signed form of proxy (together with a power of attorney or other authority, if any, under which it is signed or a certified true copy of such power or authority) must be lodged at the Company s principal place of business at 25th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. not later than 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) on Wednesday, 27 April 2016) or any adjournment thereof. (3) Completion and return of a form of proxy does not preclude a shareholder from attending the EGM and voting thereat or any adjournment thereof in person. (4) In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy, but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders. (5) In the case of holders of depositary interests representing shares in the Company, a form of instruction must be completed in order to appoint Computershare Company Nominees Limited to vote on the holder s behalf at the EGM. To be effective, a completed and signed form of instruction (and any power of attorney or other authority under which it is signed or a notarially certified or office copy of such power of attorney) must be deposited at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom not less than 72 hours before the time appointed for holding the EGM (i.e. not later than 4:00 p.m. (Hong Kong time) (9:00 a.m. London time) on Tuesday, 26 April 2016) or any adjournment thereof. Completion and return of a form of instruction will not preclude a holder of depositary interests representing shares in the Company from attending the EGM and voting in person if they so wish. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, they must notify the Depositary in writing or at!ukallditeam2@computershare.co.uk (6) The Directors, pursuant to Article of the articles of association of the Company, wish to specify that only those parties registered in the register of members of the Company as at 5:00 p.m. of Tuesday, 26 April 2016 (London time) (00:00 of Wednesday, 27 April 2016 (Hong Kong time)) will be entitled to attend the EGM and vote thereat in respect of the number of ordinary shares registered in their names at that time. 15