Y T Realty : SPECIAL DIVIDEND BY WAY OF DISTRIBUTION IN SPECIE IN THE CROSS-HARBOUR (HOLDINGS) LIMITED

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor. If you have sold or otherwise transferred all your shares in Y. T. Realty Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares.

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 75) SPECIAL DIVIDEND BY WAY OF DISTRIBUTION IN SPECIE OF SHARES IN THE CROSS-HARBOUR (HOLDINGS) LIMITED

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the content requires otherwise.

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the SGM to be held at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 14 November 2016 at 9:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. If you do not intend to attend the SGM or any adjournment thereof, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjourned meeting, as the case may be, to the Branch Share Registrar, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending the SGM or any adjournment thereof and voting in person should you so desire.

25 October 2016

* For identification purposes only

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Special dividend by way of Distribution in Specie. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Information on CHH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Appendix - Notices to Shareholders with registered addresses in certain overseas jurisdictions 10 Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

In this circular (other than in the Notice of the SGM), unless the context otherwise requires, the following terms have the meanings set out below:

"Board" means the board of Directors

"Branch Share Registrar" means Tricor Abacus Limited, the branch share registrar and

transfer office of the Company in Hong Kong

"CCASS" means the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

"CCASS Investor Participant" means a person admitted to participate in CCASS as an

investor participant who may be an individual or joint individuals or a corporation

"CCASS Participant(s)" means any person(s) admitted to participate in CCASS as a

direct clearing participant, a general clearing participant, a custodian participant, or any CCASS Investor Participant

"CHH" means The Cross-Harbour (Holdings) Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 32)

"CHH Share(s)" means the share(s) of CHH in issue

"Company" means Y. T. Realty Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 75)

"Director(s)" means the director(s) of the Company

"Distribution in Specie" means the proposed distribution of a special dividend by the

Company in the form of a distribution in specie of the 155,254,432 CHH Shares held by the Company to the Qualifying Shareholders in proportion to their respective shareholdings in the Company on the Record Date

"Group" means the Company and its subsidiaries

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" means 19 October 2016, being the latest practicable date prior

to the printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange

"Non-Qualifying Overseas Shareholder(s)"

means those Shareholder(s) whose respective addresses as shown on the register of members of the Company on the Record Date are in Canada, the United Kingdom and the United States or in any other place(s) outside of Hong Kong, and whom are excluded from receiving the CHH Shares in the Distribution in Specie on account of relevant legal or regulatory requirements or restrictions by the Board out of necessity or expediency

"Notice of the SGM" means the notice of the SGM set out on pages SGM-1 to SGM-2 of this circular

"Qualifying Shareholder(s)" means the Shareholder(s) whose name(s) appear(s) on the

register of members of the Company on the Record Date, other than the Non-Qualifying Overseas Shareholder(s)

"Record Date" means Monday, 21 November 2016, being the date fixed for determining the Shareholders' entitlements to the Distribution in Specie

"SGM" means a special general meeting of the Company to be held at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 14 November 2016 at 9:00 a.m. for the purpose of considering, and if thought fit, approving the Distribution in Specie

"Share(s)" means the share(s) of nominal value HK$0.10 each in the issued capital of the Company

"Shareholder(s)" means holder(s) of Share(s)

"Stock Exchange" means The Stock Exchange of Hong Kong Limited

"United States" means the United States of America

"HK$" means Hong Kong dollars, the lawful currency of Hong Kong

"%" means per cent.