Greenheart Group Limited — Proxy Solicitation & Information Statement 2017

Apr 26, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Skyfame Realty (Holdings) Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Skyfame Realty (Holdings) Limited is set out on pages 3 to 6 of this circular.

A notice convening the annual general meeting of Skyfame Realty (Holdings) Limited to be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Thursday, 1 June 2017 at 2:30 p.m. is set out on pages AGM-1 to AGM-4 of this circular. Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish.

27 April 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from The Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Details of Retiring Directors Proposed for Re-election. . . . . . . . . . . . . . .		II-1
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		AGM-1

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	the annual general meeting of the Company to be convened and held at
	Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai,
	33 Hennessy Road, Wanchai, Hong Kong on Thursday, 1 June 2017, at
	2:30 p.m.;
“Board”	the board of directors of the Company;
“Bye-laws”	the amended and restated bye-laws of the Company (as amended from
	time to time);
“close associate”	has the meaning ascribed to it under the Listing Rules;
“Company”	Skyfame Realty (Holdings) Limited, a company incorporated in
	Bermuda with limited liability, and the shares of which are listed on the
	Main Board of the Stock Exchange;
“core connected person”	has the meaning ascribed to it under the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong Special
	Administrative Region of the PRC;
“Latest Practicable Date”	24 April 2017, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange;
“New Issue Mandate”	a general mandate proposed to be granted to the Directors to exercise
	the power of the Company to allot, issue and deal with new Shares on
	the terms set out in the Notice;
“Notice”	the notice convening the AGM;
“PRC”	the People’s Republic of China, for the purpose of this circular, shall
	exclude Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan;

1

DEFINITIONS

“Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares on the terms set out in the Notice; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” share(s) of par value of HK$0.01 each in the share capital of the Company; “Shareholders” the holders of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “substantial shareholder” has the meaning ascribed to it under the Listing Rules; “Takeovers Code” the Hong Kong Code on Takeovers and Mergers; “%” per cent.

2

LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

Executive Directors:

Mr. YU Pan (Chairman and Chief Executive Officer) Mr. WEN Xiaobing (Deputy Chief Executive Officer) Mr. JIANG Jing Mr. WONG Lok

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director:

Mr. ZHONG Guoxing

Independent Non-executive Directors: Mr. CHOY Shu Kwan Mr. CHENG Wing Keung, Raymond Ms. CHUNG Lai Fong

Head office and principal place of Business in the PRC:

32nd to 33rd Floors of HNA Tower 8 Linhe Zhong Road, Tianhe District Guangzhou, Guangdong Province, the PRC

Principal place of business in Hong Kong: Unit 1401, 14/F., AXA Centre 151 Gloucester Road Wanchai, Hong Kong

27 April, 2017

To the Shareholders

Dear Sir and Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the forthcoming AGM to be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Thursday, 1 June 2017 at 2:30 p.m., the following resolutions will be proposed, among other things:

• (a) to grant to the Directors a general mandate authorizing them to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options, including bonds, warrants, debentures and other securities convertible into shares not exceeding 20% of the aggregate number of the Shares in issue as at the date of passing such resolution;

3

LETTER FROM THE BOARD

• (b) to grant to the Directors a general mandate authorizing them to repurchase Shares not exceeding 10% of the aggregate number of the Shares in issue as at the date of passing such resolution;

• (c) subject to the passing of the proposed ordinary resolutions to approve the New Issue Mandate and the Repurchase Mandate at the AGM, to add to the New Issue Mandate set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above; and

• (d) to re-elect Directors.

2. GENERAL MANDATE TO REPURCHASE SHARES

The existing repurchase general mandate was granted to the Directors to repurchase 261,653,117 shares of HK$0.01 each in the share capital of the Company at the annual general meeting of the Company held on 30 June 2016. No share under the existing repurchase mandate has been repurchased since the last annual general meeting held on 30 June 2016. Such mandate will lapse at the conclusion of the AGM.

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue at the date of passing such ordinary resolution granting the general mandate. As at the Latest Practicable Date, there were 2,616,531,175 Shares in issue. Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company would be authorized to repurchase a maximum of 261,653,117 Shares under the Repurchase Mandate.

The Repurchase Mandate, if granted, will continue in force until (i) the conclusion of the next annual general meeting of the Company after the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under its bye-laws or laws applicable to the Company; or (iii) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I on pages I-1 to I-3 to this circular.

3. GENERAL MANDATE TO ISSUE NEW SHARES

The existing general mandate to issue new shares was granted to the Directors to allot, issue and deal with 523,306,235 new shares in the annual general meeting held on 30 June 2016. No Shares under the existing general mandate to issue new shares has been issued since the last annual general meeting held on 30 June 2016. Such mandate will lapse at the conclusion of the AGM.

4

LETTER FROM THE BOARD

At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to allot, issue and deal with new Shares up to 20% of the aggregate number of the Shares in issue as at the date of the passing of such ordinary resolution. As at the Latest Practicable Date, there were 2,616,531,175 Shares in issue. Subject to the passing of the relevant ordinary resolution to approve the New Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be authorized to allot, issue and deal with up to a maximum of 523,306,235 Shares under the New Issue Mandate.

In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of a total number equal to the total number of the Shares repurchased under the Repurchase Mandate.

The New Issue Mandate if granted will continue in force until (i) the conclusion of the next annual general meeting of the Company after the AGM; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under its bye-laws or laws applicable to the Company; or (iii) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

4. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Mr. YU Pan, Mr. WEN Xiaobing, Mr. JIANG Jing and Mr. WONG Lok are the Executive Directors; Mr. ZHONG Guoxing is the Non-executive Director and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong are the Independent Non-executive Directors.

Pursuant to clause 84(1) of the Bye-laws and Corporate Governance Code as set out in the Appendix 14 to the Listing Rules, Mr. YU Pan, Mr. ZHONG Guoxing and Mr. CHENG Wing Keung, Raymond will retire at the forthcoming annual general meeting and being eligible, will offer themselves for re-election at the AGM.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II on pages II-1 to II-3 to this circular.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

5

LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors are of the opinion that (i) the grant of the Repurchase Mandate, (ii) the grant of the New Issue Mandate, (iii) the extension of the New Issue Mandate and (iv) the re-election of retiring Directors are all in the best interests of the Company and its Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

7. ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages AGM-1 to AGM-4 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the New Issue Mandate (including to extend the New Issue Mandate) and the Repurchase Mandate and the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you wish to do so.

The record date for determining the entitlement of the shareholders of the Company to attend and vote at the AGM will be Wednesday, 24 May 2017. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 May 2017.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement of the voting result of the AGM will be made by the Company after the AGM.

Yours faithfully, For and on behalf of the Board Skyfame Realty (Holdings) Limited YU Pan

Chairman

6

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 2,616,531,175 fully paid up Shares in issue. Subject to the passing of the relevant ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 261,653,117 Shares representing 10% of the total issued share capital of the Company.

2. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF THE REPURCHASES

It is proposed that repurchases of Shares under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its byelaws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company.

In the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period, the repurchase of Shares might have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2016. Should there be a material adverse effect on the working capital or the gearing levels of the Company, the Directors will not propose to exercise the Repurchase Mandate.

I-1

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2016
March	0.710	0.580
April	0.600	0.550
May	0.650	0.490
June	0.890	0.520
July	1.100	0.690
August	1.120	0.790
September	0.850	0.610
October	0.890	0.570
November	0.850	0.690
December	1.000	0.780
2017
January	0.970	0.860
February	1.160	0.810
March	1.060	0.900
April (up to the Latest Practicable Date)	1.020	0.870

5. DISCLOSURE OF INTERESTS

None of the Directors, nor to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the powers of the Company to make repurchase of Shares pursuant to the Repurchase Mandate, they will exercise the same in accordance with the Listing Rules and the laws of Bermuda.

I-2

EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of shareholding interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. YU Pan, together with companies controlled by him, beneficially held 1,859,028,407 Shares, representing approximately 71.05% of the issued shares of the Company. On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full and there is no change in shareholding in the Company owned by Mr. YU Pan and companies controlled by him, the shareholding in the Company owned by Mr. YU Pan and companies controlled by him would be increased to approximately 78.94%. Should such increase arise, Mr. YU Pan together with companies controlled by him would not be required to make a mandatory offer under Rule 26 of the Takeovers Code because the shareholding held by Mr. YU Pan and companies controlled by him already exceeds 50% of the issued shares of the Company. Nevertheless, the Directors have no present intention to exercise the Repurchase Mandate and will not effect repurchase to such an extent which will result in the Company failing to comply with Rule 8.08 of the Listing Rules that requires a listed company to maintain a public float of 25% of the total shares issued.

8. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

I-3

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. YU Pan , Chairman and Chief Executive Officer of the Company, aged 52, has over 27 years of experience in the development of high-end residential, commercial and hotel projects in the PRC. Mr. Yu is a founder of the prestigious real estate company, 廣州市天譽房地產開發有限公司(Guangzhou Tianyu Real Estate Development Company Limited*), which was set up in July 1997 and from which the Company acquired some real estate projects in 2007. He oversees the strategic planning and corporate development of the Group.

Mr. Yu, is a director and substantial shareholder of a company listed on the Shenzhen Stock Exchange, namely 綠景控股股份有限公司 (Lvjing Holding Co., Ltd.*). Other than the aforesaid, Mr. Yu did not hold any directorship in other listed companies in the last three years and does not have relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Yu is personally beneficially interested in 228,364,000 Shares and is deemed to be interested in 1,630,664,407 Shares which are held by companies controlled by Mr Yu as at the Latest Practicable Date. Apart from this, Mr. Yu does not have any other interest in Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Yu has entered into a service agreement with the Company with no specific term of service but he is subject to retirement and re-election provision in the Bye-laws. He is entitled to an annual remuneration of HK$2,316,110 plus discretionary incentive-based bonus of HK$888,850 for acting as an executive Director for the year ended 31 December 2016. His remuneration will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Mr. ZHONG Guoxing , aged 50, has been appointed as a non-executive director of the Company in October 2013. He was graduated from the Hunan University, with a bachelor degree major in manufacturing accounting and holds a master degree in business administration from the Asia International Open University (Macau). Mr. Zhong has over 31 years of experience in banking, finance and assets management. Mr. Zhong at present is the executive director and co-president of China Orient Assets Management (International) Holdings Limited, being a subsidiary of China Orient Asset Management Corporation.

Save as disclosed above, Mr. Zhong does not hold any directorship in other listed companies in the last three years and does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

II-1

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Zhong does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Mr. Zhong has entered into a letter of appointment with the Company for a term of two years and the appointment is subject to automatic renewal, retirement and re-election provision under the Bye-laws. Mr. Zhong is not entitled to receiving any emolument for holding office as non-executive Director.

Mr. CHENG Wing Keung , Raymond, independent non-executive director of the Company, aged 57, is a practising solicitor in Hong Kong. Mr. Cheng holds an honour degree in laws in The University of London and a master degree in business administration awarded by The University of Strathclyde, Scotland. Mr. Cheng also holds a diploma in Chinese professional laws in the Chinese University of Political Science and Law, PRC. He has over 29 years of experience in legal, corporate, company secretarial and listing affairs. At present, Mr. Cheng is an independent non-executive director in a listed company in Hong Kong, namely Elife Holdings Limited (formerly known as Sino Resources Group Limited) (stock code: 223).

Save as disclosed above, Mr. Cheng does not hold any directorship in other listed companies in the last three years. He does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Within the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Cheng is beneficially interested in 1,000,000 share options of the Company. Save as disclosed, Mr. Cheng does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations.

Mr. Cheng has entered into a service agreement with the Company. He is entitled to a director fee of HK$240,000 per annum for acting as an independent non-executive director with a fixed term of service for one year, subject to automatic renewal and retirement provision under the Bye-laws. His director fee will be reviewed and determined by the Board annually with authorization granted by the Shareholders at an annual general meeting of the Company taking reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

In relation to the re-election of directors as mentioned above, there is no any other information is required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2) (h) to 13.51(2)(v) of the main board Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders of the Company.

• for identification purpose only

II-2

NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in Bermuda with limited liability) (Stock Code: 00059)

NOTICE IS HEREBY GIVEN that the annual general meeting of Skyfame Realty (Holdings) Limited (the “ Company ”) will be held at Empire Room 1, 1st Floor, Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Thursday, 1 June 2017 at 2:30 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements; the Directors’ Report and Independent Auditor’s Report for the year ended 31 December 2016.

2. To re-elect directors and to authorize the board of directors of the Company (the “ Board ”) to fix their remuneration.

3. To re-appoint Messrs BDO Limited as auditor of the Company and to authorize the Board to fix their remuneration.

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

ORDINARY RESOLUTIONS

4(A). “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined below) of all powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including bonds, warrants, debentures and other securities convertible into Shares, which would or might require the exercise of such powers subject to and in accordance with all applicable laws and the amended and restated bye-laws of the Company (the “ Bye-laws ”) be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall in addition to any authorization given to the Directors and shall authorize the Directors during the Relevant Period to make and grant offers, agreements and options, including bonds, warrants, debentures and other securities convertible into Shares, which would or might require the exercise of such powers after the end of the Relevant Period;

AGM-1

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any issue of Shares on exercise of rights of subscription or conversion under any bonds, warrants, notes, debentures and securities which are convertible into Shares; or (iii) any issue of Shares under any share option scheme or similar arrangement for the time being adopted for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for Shares; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws, shall not exceed 20% of the aggregate number of Shares in issue at the date of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by the passing of an ordinary resolution in a general meeting of the Company.

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

AGM-2

NOTICE OF ANNUAL GENERAL MEETING

4(B). “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission or the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange, as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any laws applicable to the Company to be held; or

• (iii) the revocation or variation of the authority set out in this resolution by an ordinary resolution in a general meeting of the Company.”

• 4(C). “ THAT conditional upon resolutions numbered 4(A) and 4(B) in the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional Shares pursuant to resolution numbered 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares which had been repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate number of the Shares in issue at the date of passing this resolution.”

By Order of the Board Skyfame Realty (Holdings) Limited CHEUNG Lin Shun Company Secretary

Hong Kong, 27 April 2017

AGM-3

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority must be delivered to the office of Tricor Abacus Limited, the Company’s branch share registrar in Hong Kong at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by way of notice to or in any document accompanying the notice convening the meeting not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default, the instrument of proxy shall not be treated as valid.

4. The record date for determining the entitlement of the members of the Company to attend and vote at the meeting will be Wednesday, 24 May 2017. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 May 2017.

5. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

7. As at the date of this notice, the Board comprises Mr. YU Pan, Mr. WEN Xiaobing, Mr. JIANG Jing and Mr. WONG Lok as the executive directors; Mr. ZHONG Guoxing as the non-executive director and Mr. CHOY Shu Kwan, Mr. CHENG Wing Keung, Raymond and Ms. CHUNG Lai Fong as the independent non-executive directors.

AGM-4