Agile Group exits Zhejiang Xiangya project, swapping 50% stake for RMB95.00 million in unsold properties

Agile Group Holdings Limited has signed an equity transfer agreement to dispose of its entire 50% interest in Zhejiang Xiangya Real Estate Development Co., Ltd. (the Project Company) to China Real Estate Development Group Nantong Co., Ltd. (the Purchaser) for RMB95.00 million.

Key transaction terms • Consideration: RMB95.00 million, to be settled by the Purchaser assigning an equivalent amount of debt (Assigned Debt) owed by the Project Company. • Settlement structure: The Project Company will repay the Assigned Debt by transferring 30 unsold units—comprising 28 commercial properties and two sports centres, totaling 5,897.84 sq m—to Agile Group’s subsidiary, Nantong Yaxin Enterprise Management Consulting Co., Ltd. (the Vendor). • Completion: Corporate registration changes and equity pledge filings are required; the Purchaser will pledge its remaining 50% stake in the Project Company to secure payment of sales proceeds and transfer of any remaining properties. • Disposal window: Agile must sell the transferred properties within six months; any unsold portion will be retained.

Financial profile of the Project Company • Total assets (31 Dec 2025, unaudited): RMB718.49 million • Net asset value: RMB136.95 million • 2025 results: loss after tax of RMB15.73 million versus a profit of RMB32.18 million in 2024

Financial impact on Agile Group • The Group expects to book an estimated disposal loss of RMB267.49 million, calculated against its share of net assets and capitalised interest attributable to the Project Company. • No immediate cash inflow is generated; proceeds will be realised through subsequent sales of the transferred properties and applied to repay debt and operational liabilities.

Exit arrangements and residual assets • Agile will settle approximately RMB14.30 million of unpaid project expenses within three months. • After outstanding issues are resolved, any remaining unsold properties—registered value roughly RMB77.32 million—will be split equally between Agile and the Purchaser.

Strategic rationale Management cited divergent views with the Purchaser on sales timing and pricing strategies amid changing PRC property-market conditions. The divestment removes a non-performing asset from consolidation while allowing Agile to monetise residual properties over time.

Regulatory classification The disposal constitutes a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules, with applicable percentage ratios exceeding 5% but below 25%.

Completion took effect on 22 April 2026.