Conyers acted as Cayman Islands and British Virgin Islands counsel to Agile Group Holdings Limited (“Agile”) in connection with its offer for sale and issue of HK$2.4 billion 7 % secured guaranteed exchangeable bonds exchangeable for fully paid H shares of nominal value RMB 1.00 each in A-Living Smart City Services Co., Ltd. due 2026 (the “Exchangeable Bonds”) by Farsail Goldman International Limited, an indirect subsidiary of the Company (the “Issuer”) to be constituted pursuant to the Trust Deed.

The security package for the Exchangeable Bonds involved the sharing of security on a pari passu basis provided by Agile and its HK and BVI restricted subsidiaries in the form of subsidiary guarantees and share charges governed by the Intercreditor Agreement and the Sub-Collateral Agent Appointment Agreement between the secured creditors under the arrangement.

In addition, as further security for the performance of obligations of the Issuer, shares of A-Living Smart City Services Co., Ltd. (the “Shares”) were charged in favour of China Construction Bank (Asia) Corporation Limited as Trustee for the benefit of the bondholders pursuant to a Deed of Charge and a Security Agreement. The Shares being held and managed through a Custody Agreement and a Stock Lending Agreement to deal with the conversion of the Exchangeable Bonds to Shares in the event the bondholders exercised their exchange right for the conversion of the Exchangeable Bonds to Shares pursuant to the terms of the Trust Deed and the Terms and Conditions of the Exchangeable Bonds.

Agile is one of the leading property developers in China, focusing primarily on the development and sale of medium to large-scale high-quality residential properties in China. In addition, Agile develops commercial properties, including retail shops that are complementary to its residential properties, shopping malls, office buildings and hotels.

Partner Paul Lim and Associate Beverly Cheung of Conyers’ Hong Kong office advised on the matter, working alongside Sidley Austin.

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