Shifang : GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE NEW SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT 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 stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other

professional adviser.

If you have sold or transferred all your shares in ShiFang Holding Limited（十方控股有限公司）(the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

SHIFANG HOLDING LIMITED

十 方 控 股 有 限 公 司

(incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)

(Stock code: 1831)

GENERAL MANDATES TO BUY-BACK SHARES AND

TO ISSUE NEW SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of the Company to be held at 6/F, Hua Fu Mansion, No. 121 Gutian Road, Gulou District, Fuzhou, Fujian Province, PRC, on Monday, 31 May 2021 at 2:30 p.m. is set out on pages 12 to 16 of this circular.

A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you intend 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 to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.

30 April 2021

		CONTENTS
			Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	-	Explanatory Statement on the Buy-back Mandate . . . . . . . . . . . . . . .	6
Appendix II	-	Biographical Details of the Retiring Directors
		Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of the AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Group. The information contained herein relating to the Group has been supplied by the Directors who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge, information and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Group.

- ii -

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 6/F, Hua Fu Mansion, No. 121 Gutian Road,
	Gulou District, Fuzhou, Fujian Province, PRC on Monday,
	31 May 2021 at 2:30 p.m. or any adjournment thereof

"Buy-back Mandate"

"associate(s)"

"Board"

"Bye-laws"

"Companies Act"

"Company"

a general and unconditional mandate proposed to be granted to the Directors to buy-back the fully paid-up Shares up to 10% of the total number of the Shares of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

has the same meaning ascribed to it under the Listing Rules

the board of Directors

the bye-laws of the Company as may be amended from time to time

the Companies Act 1981 of Bermuda (as amended, supplemented or otherwise modified from time to time)

ShiFang Holding Limited（十方控股有限公司）, a company incorporated in the Cayman Islands and re- domiciled and continued in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange with stock code: 1831

"connected person(s)"

"Director(s)"

"Extended Issue Mandate"

has the same meaning ascribed to it under the Listing Rules

the director(s) of the Company

the extension of the Issue Mandate by the addition of the number of Shares bought-back pursuant to the Buy-back Mandate

"Group"

the Company and its subsidiaries

- 1 -

DEFINITIONS

"HK$"

"Hong Kong"

"Issue Mandate"

"Latest Practicable Date"

"Listing Rules"

"Memorandum"

"PRC"

"SFO"

"Share(s)"

"Shareholders"

"Stock Exchange"

"substantial shareholder(s)"

"Takeovers Code"

"%"

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with new Shares not exceeding 20% of the total number of the Shares of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

22 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

The Rules Governing the Listing of Securities on the Stock Exchange

the Memorandum of Continuance of the Company as may be amended from time to time

the People's Republic of China

the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended from time to time

the ordinary share(s) of HK$0.01 each in the share capital of the Company currently in issue after the capital reorganisation (including the four-to-one share consolidation) becoming effective on 10 April 2019

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

has the same meaning ascribed to it under the Listing Rules

the Code on Takeovers and Mergers of Hong Kong

per cent.

- 2 -

LETTER FROM THE BOARD

SHIFANG HOLDING LIMITED

十 方 控 股 有 限 公 司

(incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)

(Stock code: 1831)

Executive Directors:	Registered office:
Mr. Chen Zhi (Chairman & Chief Executive Officer)	Clarendon House, 2 Church Street
Mr. Yu Shiquan	Hamilton HM 11
	Bermuda
Non-executive Directors:
Mr. Chen Wei Dong	Head office and principal place of
Ms. Chen Min	business in Hong Kong:
	Room 2103, 21/F., "Port 33"
Independent non-executive Directors:	No. 33 Tseuk Luk Street
Mr. Zhou Chang Ren	San Po Kong, Kowloon
Mr. Wong Heung Ming, Henry	Hong Kong
Mr. Cai Jianquan
	30 April 2021
To the Shareholders,
Dear Sir or Madam,

GENERAL MANDATES TO BUY-BACK SHARES AND

TO ISSUE NEW SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, ordinary resolutions will be proposed to the Shareholders for approval of, inter alia, (1) the grant of the Issue Mandate; (2) the grant of the Buy-back Mandate; (3) the grant of the Extended Issue Mandate; and (4) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the AGM and to provide you with information regarding certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

BUY-BACK MANDATE

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant the Buy- back Mandate to the Directors. An explanatory statement as required under the Listing Rules to provide the requisite information of the Buy-back Mandate is set out in Appendix I to this circular.

ISSUE MANDATE AND EXTENDED ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors the Issue Mandate in order to ensure flexibility and discretion to the Directors to issue new Shares. Subject to the passing of the proposed ordinary resolution approving the Issue Mandate, the Directors shall be empowered under the Issue Mandate during the period from the date of passing of the resolution until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company unless the Issue Mandate is renewed either conditionally or unconditionally at such meeting; and (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

As at the Latest Practicable Date, the Company had 909,118,836 issued Shares. Subject to the passing of the Issue Mandate at the AGM, the exercise of the Issue Mandate in full will result in 20% of the total number of Shares in issue as at the date of the AGM being issued by the Company during the relevant period, being equivalent to a maximum of 181,823,767 Shares (if no further Shares are issued, allotted, bought-back or cancelled by the Company prior to the AGM).

Subject to the passing of the aforesaid ordinary resolutions in relation to the Buy-back Mandate and the Issue Mandate, an ordinary resolution in respect of the Extended Issue Mandate will also be proposed to extend the Issue Mandate by adding to it the number of such Shares bought-back under the Buy-back Mandate.

RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Bye-law 84, each of Mr. Chen Wei Dong, Mr. Wong Heung Ming, Henry and Mr. Zhou Chang Ren will retire at the AGM and being eligible, will offer themselves for re-election at the AGM. The biographical details of these Directors are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

AGM

The AGM will be held at 6/F, Hua Fu Mansion, No. 121 Gutian Road, Gulou District, Fuzhou, Fujian Province, PRC on Monday, 31 May 2021 at 2:30 p.m.. A notice of the AGM is set out on pages 12 to 16 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend 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 to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the AGM shall be voted by poll.

The register of members of the Company will be closed from Thursday, 27 May 2021 to Monday, 31 May 2021, both days inclusive, during which no transfer of shares will be registered. To determine eligibility to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 26 May 2021.

RECOMMENDATION

The Directors consider that (1) the grant of the Issue Mandate; (2) the grant of the Buy- back Mandate; (3) the grant of the Extended Issue Mandate; and (4) the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of

ShiFang Holding Limited

Chen Zhi

Executive Director (Chairman and Chief Executive Officer)

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APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

This Appendix serves as an explanatory statement as required under the Listing Rules, to provide the requisition information to you for consideration of the Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 909,118,836 Shares.

Subject to the passing of the proposed ordinary resolution approving the Buy-back Mandate as set out in the notice of the AGM, the Directors shall be empowered under the Buy-back Mandate during the period from the date of passing of the resolution until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company unless the Buy-back Mandate is renewed either conditionally or unconditionally at such meeting; and (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Subject to the passing of the Buy-back Mandate at the AGM, the exercise of the Buy-back Mandate in full will result in 10% of the total number of Shares in issue as at the date of the AGM being bought-back by the Company during the relevant period, being equivalent to a maximum of 90,911,884 Shares (if no further Shares are issued, allotted, bought-back or cancelled by the Company prior to the AGM).

REASONS FOR SHARES BUY-BACKS

Although the Directors have no present intention of exercising the Buy-back Mandate, they believe that the flexibility offered by the Buy-back Mandate would be beneficial to the Company and the Shareholders. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to buy-back the Shares will be beneficial to the Shareholders who retain their investment in the Company as their proportionate interest in the Company would increase in proportion to the number of Shares bought-back by the Company from time to time and thereby resulting in an increase in net asset and/or earnings per Share. Such Buy- backs will only be made when the Directors believe that such Buy-backs will benefit the Company and the Shareholders as a whole.

- 6 -

APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

FUNDING OF SHARES BUY-BACKS

In buying-back the Shares, the Company may only apply funds legally available for such purposes in accordance with the Bye-laws and the applicable laws of Bermuda. Any buy-back of Shares will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the buy-back.

The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its latest published audited accounts as at 31 December 2020) which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.143	0.101
May	0.150	0.110
June	0.110	0.083
July	0.199	0.091
August	0.200	0.121
September	0.174	0.110
October	0.139	0.104
November	0.110	0.095
December	0.178	0.101
2021
January	0.200	0.118
February	0.200	0.122
March	0.188	0.128
April (up to the Latest Practicable Date)	0.170	0.136

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules, the Bye- laws and the applicable laws of the Bermuda.

To the best of their knowledge having made all reasonable enquiries, none of the Directors or any of their respective associates has any present intention, in the event that the Buy-back Mandate is approved by the Shareholders, to sell any Shares to the Company.

No connected persons of the Company have notified the Company that they have a present intention to sell any Shares to the Company nor have undertaken not to sell any of the Shares held by them to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

TAKEOVERS CODE IMPLICATIONS AND MINIMUM PUBLIC FLOAT

If, as a result of shares buy-back made by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, the Shareholder, or a group of the Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholders' interests, may 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, according to the disclosure of interest filings, Mr. Chen Zhi (an executive Director, the Chairman and CEO of the Company) and its wholly-owned controlled corporation, TopBig International Development Limited ("TopBig International"), are collectively interested in 227,198,674 Shares representing 24.99% of the total issued share capital of the Company. In the event that the Buy-back Mandate is exercised in full and assuming that there is no other change to the issued share capital of the Company, the collective shareholding of Mr. Chen and TopBig International in the Company will be increased to approximately 27.77% and thereby trigger a mandatory offer obligation in accordance with Rule 26 and Rule 32 of the Takeovers Code. In the event that any exercise of the Buy-back Mandate would, to the knowledge of the Directors, have such a consequence, the Directors have no intention to exercise the Buy-back Mandate to such an extent as would trigger a mandatory offer obligation for any shareholder or group of shareholders.

The Directors have no intention to exercise the Buy-back Mandate to an extent as may result the number of the Shares held by the public falling below 25% as required by Rule 8.08 of the Listing Rules.

SHARE BUY-BACKS MADE BY THE COMPANY

The Company and its subsidiaries had not bought-back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 8 -

APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are as follows:

NON-EXECUTIVE DIRECTOR

Mr. Chen Wei Dong

Mr. Chen Wei Dong, aged 50, is a non-executive Director. He was appointed as our Director

on 1 April 2015. He is currently served as the managing director of Xiamen Siruite Business Consulting Co., Ltd（. 廈門斯銳特商務諮詢有限公司）, a position with effective since January 1 2014. From January 2010 to October 2017, he served as the managing director of Shenzhen

China Science & Kingwin Venture Capital Co., Ltd. He served as the deputy director of business of Shenzhen China Science & Merchants Capital Management Group Co., Ltd., from January

2003 to December 2009. From March 1996 to December 2012, Mr. Chen held the position as an assistant general manager of 廈門華閩包裝有限公司 (Xiamen Huamin Packaging Co., Ltd.). From December 2013 to November 2018, He has served as the general manager of China Science

• Kingwin Investment Management Limited. In addition, he also had approximately six years of experience working in the Local Taxation Bureau of Pingyu County, Henan Province. Mr. Chen received his Bachelor's degree from the College of Online Education (now known as College of Continuing Education) of the Xiamen University in China in 2006, and has been enrolled in the Executive Master of Business Administration programme of School of Management of the Xiamen University since September 2009.

- 9 -

APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Wong Heung Ming, Henry

Mr. Wong Heung Ming Henry, aged 51, is an independent non-executive Director. He was appointed as our Director on 8 November 2010. Mr. Wong took some senior positions, by serving as the finance directors and the internal audit director, for some multinationals, including United States and Hong Kong listed companies engaged in fast-moving consumables, real estates, shopping malls operation and media industry. Prior to that, Mr. Wong had worked for two international accounting firms, Deloitte Touche Tohmatsu and PricewaterhouseCoopers. Mr. Wong graduated from City University in Hong Kong in 1993 with a bachelor's degree in accountancy and also obtained a master's degree in electronic commerce from the Open University of Hong Kong in 2003. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants as well as a certified internal auditor. Mr. Wong has accumulated more than 26 years in financing, internal controls and corporate governance experience. Since March 2020, Mr. Wong has been an independent non-executive director of Raffles Interior Limited (stock code: 1376), a company listed on the Stock Exchange. Since June 2020, Mr. Wong has been the chief financial officer of Meten Edtex Group Ltd (NASAQ: Metx), a company listed in NASDAQ.

INDEPENDENT AND NON-EXECUTIVE DIRECTOR

Mr. Zhou Chang Ren

Mr. Zhou Chang Ren, aged 73, is an independent non-executive Director. He was appointed as our Director on 8 November 2010, and is a qualified senior economist as conferred by the Fujian Provincial Department of Personnel. Mr. Zhou was appointed as the chairman of the Qingliu Country Party Committee in 1990. He was engaged in the newspaper industry in the PRC and held several positions including the deputy bureau chief and editorial board member of Fujian Daily from 1996 to 2002, and the general manager, senior economist and Party Committee deputy secretary of the Fujian Daily Newspaper Group from 2002 to 2008. In addition, Mr. Zhou was the vice chairman, and later chairman, of the Fujian Province Newspaper Industry Association during the same periods, before retiring in 2008. He graduated from Fujian Provincial Party School of the CPC in 1986 with a diploma in politics. Mr. Zhou has extensive print media experience and expertise with particular knowledge of the Fujian newspaper industry.

- 10 -

NOTICE OF THE AGM

SHIFANG HOLDING LIMITED

十 方 控 股 有 限 公 司

(incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)

(Stock code: 1831)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of ShiFang Holding Limited (the "Company") will be held at 6/F, Hua Fu Mansion, No. 121 Gutian Road, Gulou District, Fuzhou, Fujian Province, PRC on Monday, 31 May 2021 at 2:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

As ordinary business, to consider and if thought fit, approve the following resolutions as ordinary resolutions:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and PricewaterhouseCoopers, the external auditor of the Company (the "Auditor"), for the year ended 31 December 2020;
2. To re-elect Mr. Chen Wei Dong as a non-executive Director;
3. To re-elect Mr. Wong Heung Ming, Henry as an independent non-executive Director;
4. To re-elect Mr. Zhou Chang Ren as an independent non-executive Director;
5. To authorise the board of directors of the Company (the "Board") to fix the Directors' remuneration; and
6. To re-appoint the Auditor and to authorise the Board to determine the remuneration of the Auditor.

- 11 -

NOTICE OF THE AGM

AS SPECIAL BUSINESS, to consider and, if thought fit, to pass, with or without amendments, the following Resolutions nos. 7, 8 and 9 as ordinary resolutions of the Company:

7. "THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back issued Shares, subject to and in accordance with all applicable laws and rules and the requirements of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy-back the Shares at a price determined by the Directors;
3. the total number of the Shares which are authorised to be bought-back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the total number of the Shares of the Company in issue as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
4. for the purpose of this Resolution, "Relevant Period" means the period from the date of passing of this Resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; and
   2. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

- 12 -

NOTICE OF THE AGM

8. "THAT:

1. subject to paragraph (c) and (d) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company (the "Issue Mandate") to allot, issue, grant, distribute and deal with additional Shares and to make, issue or grant offers, agreements, options, securities convertible or exchangeable into Shares or similar rights which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period (as defined above) to make, issue or grant offers, agreements, options, securities convertible or exchangeable into Shares or similar rights, the making, issuing or granting of which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);
3. the total number of the Shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement of the Company for the granting or issuance of Shares or rights to acquire Shares; or
4. 1. the exercise of rights of conversion or exchange under the terms of any convertible securities or exchangeable securities issued by the Company; or (iv) any scrip dividend 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 Memorandum and Bye-laws from time to time, shall not exceed 20 per cent of the total number of the Shares of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and
5. the Issue Mandate shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the Issue Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration;

- 13 -

NOTICE OF THE AGM

1. for the purposes of this Resolution:
   "Relevant Period" shall have same meaning as that ascribed to it under the Resolution no. 7 above; and "Right Issue" means an offer of 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 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).
   "Benchmarked Price" means the higher of: (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the Issue Mandate; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and (iii) the date on which the placing or subscription price is fixed".

9. "THAT conditional upon the passing of the Resolutions nos. 7 and 8 above, the general mandate granted to the Directors to allot, issue, grant, distribute and deal with additional Shares pursuant to the Resolution no. 8 above be and is hereby extended by the addition thereof of an amount representing the total number of the Shares of the Company bought-back by the Company under the authority granted pursuant to the Resolution no. 7 above."

By Order of the Board of

SHIFANG HOLDING LIMITED

Chen Zhi

Executive Director (Chairman and Chief Executive Officer)

Hong Kong, 30 April 2021

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NOTICE OF THE AGM

Notes:

1. The Register of Members of the Company will be closed from 27 May 2021 to 31 May 2021 (both days inclusive) during which period no transfer of Shares will be registered.
2. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and to vote in his stead. A proxy need not be a shareholder of the Company.
3. In case of the joint registered holders of any Shares, any one of such persons may vote at any meeting, either in person or by proxy; but if more than one of such joint holders be present at any meeting in person or by proxy, the said person whose name stands first on the Register of Members of the Company shall alone be entitled to vote in respect thereof.
4. To be valid, a form of proxy in the prescribed form together with 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 lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.
5. With respect to the Resolutions no. 2 to no. 4 as set out in this notice, Mr. Chen Wei Dong, Mr. Wong Heung Ming, Henry and Mr. Zhou Chang Ren will retire upon the conclusion of the Meeting and, being eligible, will offer themselves for re-election at the Meeting. The profiles of the above Directors have been set out in a circular (the "Circular") of the Company dated 30 April 2021 containing details of the Meeting.
6. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Meeting shall be voted by poll.
7. The Circular and the accompanying form of proxy have been sent to the shareholders of the Company together with the 2020 Annual Report of the Company.
8. To ensure the health and safety of the attendees at the Meeting, the Company intends to implement precautionary measures at the Meeting including: (a) compulsory temperature checks at the entrance of the Meeting venue; (b) attendees are required to bring their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the Meeting venue; (c) no corporate gift, refreshments or drinks will be provided at the Meeting; and (d) depending on circumstances, separate rooms connected by instant electronic conference facilities may be arranged at the Meeting venue to limit the number of attendees at each room.

As at the date of this notice, the executive Directors are Mr. Chen Zhi (Chairman and Chief Executive Officer) and Mr. Yu Shiquan; the non-executive Directors are Mr. Chen Wei Dong and Ms. Chen Min; the independent non-executive Directors are Mr. Zhou Chang Ren, Mr. Wong Heung Ming, Henry, and Mr. Cai Jian Quan.

This Circular, in both English and Chinese versions, is available on the Company's website at www.shifangholding.com and the website of the Stock Exchange (www.hkexnews.hk).

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