GreaterChina Professional Services : NOTICE OF ANNUAL GENERAL MEETING

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GREATERCHINA PROFESSIONAL SERVICES LIMITED

漢 華 專 業 服 務 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8193)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of GreaterChina Professional Services Limited (the ''Company'' and the ''AGM'', respectively) will be held at Room 2703, 27th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 25 September 2017 at 10: 00 a.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 March 2017 and the respective reports of the Company's directors (the ''Directors'') and the independent auditor (the ''Independent Auditor'') thereon.

2. (A) To re-elect Mr. Wu Di as an executive Director;

3. To re-elect Mr. Chu Siu Lun, Ivan as an independent non-executive Director; and

4. To authorise the board of Directors (the ''Board'') to fix the Directors' remuneration for the year ending 31 March 2018.

5. To re-appoint ZHONGHUI ANDA CPA Limited (''ZHONGHUI ANDA'') as the Independent Auditor to hold office until the conclusion of the next annual general meeting and authorise the Board to fix its remuneration.

6. (A) ''THAT:

1. subject to paragraph (c) of this Resolution below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company (the ''Shares'') or securities convertible into the Shares, or options or warrants for similar rights to subscribe for any Shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into or exchangeable for Shares) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   * For identification purpose only

2. the approval in paragraph (a) of this Resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into or exchangeable for Shares) which might require the exercise of such powers during or after the end of the Relevant Period;

3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangements of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ''Articles of Association'') in force from time to time; or (iv) and issue of Shares upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for Shares, shall not exceed the aggregate of:

   (aa) 20% of the aggregate number of the issued Shares as at the date of the passing of this Resolution; and

   (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company (the ''Shareholders'')) the aggregate number of any Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution),

   and the authority pursuant to paragraph (a) of this Resolution above shall be limited accordingly; and

4. for the purposes of this Resolution:

   ''Relevant Period'' means the period from the date of the passing of this Resolution until whichever is the earliest of:

5. the conclusion of the next annual general meeting of the Company (the

   ''AGM'');

6. the expiration of the period within which the next AGM is required to be held by the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised) of the Cayman Islands or any applicable laws of the Cayman Islands; and

7. the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the Shareholders in general meeting.

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange applicable to Hong Kong).''

1. ''THAT:

2. subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined below) of all powers of the Company to purchase the shares in the share capital of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Commission'') and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised) of the Cayman Islands (the ''Companies Law'') and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. the aggregate number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of the Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

4. for the purposes of this Resolution:

   ''Relevant Period'' means the period from the date of the passing of this Resolution until whichever is the earliest of:

5. the conclusion of the next annual general meeting of the Company (the

   ''AGM'');

6. the expiration of the period within which the next AGM is required to be held by the articles of association of the Company, the Companies Law, or any applicable laws of the Cayman Islands; and

7. the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

8. ''THAT subject to the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening the annual general meeting of the Company of which this Resolution forms part (the ''Notice''), the general mandate referred to in the Resolution numbered 4(A) as set out in the Notice be extended by the addition to the aggregate number of shares of the Company (the ''Shares'') which may be allotted and issued or agreed to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate referred to in Resolution numbered 4(B) as set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of issued Shares as at the date of passing of this Resolution.''

By order of the Board

GreaterChina Professional Services Limited Ip Kwok Kwong

Executive Director and Managing Director

Hong Kong, 25 August 2017

Head Office and Principal Place of Business in Hong Kong:

Room 2703, 27th Floor Shui On Centre

6-8 Harbour Road Wanchai

Hong Kong

Registered Office:

Cricket Square, Hutchins Drive

P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Notes:

1. Any member of the Company (the ''Member'') entitled to attend and vote at the AGM convened by the Notice or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the Articles of Association. A proxy need not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use in connection with the AGM is enclosed. If you are not able to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Member from attending in person and voting at the AGM or its adjournment should he/she/it so wishes. In that event, the form of proxy shall be deemed revoked.

3. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time appointed for holding the AGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Member from attending in person and voting at the AGM or its adjournment should he/ she/it so wishes.