Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') take no responsibility for the contents of this notice, 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 notice.

SINO HARBOUR HOLDINGS GROUP LIMITED

漢 港 控 股 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1663)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''AGM'') of Sino Harbour Holdings Group Limited (the ''Company'') will be held at Room 1215, Tower B, Hunghom Commercial Centre, 37-39 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong on Thursday, 27 July 2017 at 10:00 a.m. (or its adjournment) to consider and, if thought fit,

transact the following ordinary business:

  1. To receive and consider the audited financial statements and the reports of the directors of the Company (the ''Directors'') and the Company's independent auditor for the year ended 31 March 2017.

  2. To declare a final dividend of HK1.0 cent per issued share of the Company for the year ended 31 March 2017 (the ''Final Dividend'').

  3. A. To re-elect Mr. WONG Lui as an executive Director.

    1. To re-elect Ms. GAO Lan as an executive Director.

    2. To re-elect Ms. ZHANG Juan as an independent non-executive Director.

    3. To fix a maximum number of Directors at 12 and authorise the board of Directors (the

      ''Board'') to appoint additional Directors up to such maximum number.

    4. To authorise the Board to fix the remuneration of the Directors.

    5. To re-appoint BDO Limited as the Company's independent auditor for the ensuing year and to authorise the Board to fix its remuneration.

      As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

    6. ''THAT:

      ORDINARY RESOLUTIONS

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

      2. the approval in paragraph (A) of this Resolution above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (D) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (D) below);

      3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (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 in paragraph (D) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of the Shares in lieu of the whole or part of a dividend on the Shares in accordance

        with the bye-laws of the Company (the ''Bye-laws'') in force from time to time; or

        (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into or exchangeable for Shares shall not exceed the aggregate of:

        1. 20 per cent. of the total number of the Shares in issue as at the date of the passing of this Resolution; and

        2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of any Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of the Shares in issue on the date of the passing of this Resolution), and the authority pursuant to paragraph (A) of this Resolution shall be limited accordingly; and

        3. for the purpose of this Resolution:

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

          1. the conclusion of the next annual general meeting of the Company;

          2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws or the applicable law(s) of Bermuda; or

          3. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting.

            4. ''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of the Shares on the Company's register of members 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 applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).''

          4. ''THAT:

            1. subject to paragraph (B) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (C) below) of all powers of the Company to repurchase its shares (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 ''SFC'') and the Stock Exchange for such purpose, subject to and otherwise in accordance with the rules and regulations of the SFC and the Stock Exchange as amended from time to time, the bye-laws of the Company (the ''Bye-laws'') and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved and authorised;

            2. the aggregate number of the Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (A) of this Resolution above during the Relevant Period (as defined in paragraph (C) below) shall not exceed 10 per cent. 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

            3. 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:

              1. the conclusion of the next annual general meeting of the Company;

              2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws or the applicable law(s) of Bermuda; or

              3. the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting.''

              4. ''THAT conditional on the passing of Resolutions numbered 7 and 8 set out in the notice convening this annual general meeting (the ''Notice''), the general mandate granted to the directors of the Company pursuant to Resolution numbered 7 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares of the Company (the ''Shares'') purchased by the Company pursuant to or in accordance with the authority granted under Resolution numbered 8 set out in the Notice, provided that such amount shall not exceed 10 per cent. of the aggregate number of the issued Shares at the date of the passing of this Resolution.''

                5. By order of the Board

                Sino Harbour Holdings Group Limited SHI Feng

                Deputy Chairman and Executive Director

                Hong Kong, 28 June 2017

                Registered Office: Clarendon House, 2 Church Street,

                Hamilton HM 11, Bermuda

                Principal Place of Business in Hong Kong:

                Room 1215, Tower B, Hunghom Commercial Centre, 37-39 Ma Tau Wai Road, Hunghom, Kowloon,

                Hong Kong

              Sino Harbour Holdings Group Limited published this content on 27 June 2017 and is solely responsible for the information contained herein.
              Distributed by Public, unedited and unaltered, on 27 June 2017 09:39:08 UTC.

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