Sino Harbour : PROPOSALS FOR RE-ELEC…

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, bank manager, solicitor, professional accountant or other professional adviser.

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

SINO HARBOUR HOLDINGS GROUP LIMITED

漢 港 控 股 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1663)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS, AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed ''Definitions'' of this circular.

A notice convening the 2017 AGM to be held at Room 1215, Tower B, Hunghom Commercial Centre, 37-39 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong at 10: 00 a.m. on Thursday, 27 July 2017 is set out on pages 14 to 20 of this circular.

A form of proxy for use in connection with the 2017 AGM is enclosed with this circular. If you are unable to attend the 2017 AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited of 31/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2017 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2017 AGM or its adjournment if you so wish. If you attend and vote at the 2017 AGM, the authority of your proxy will be revoked.

28 June 2017

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD

INTRODUCTION . . . ........ ....... ....... ........ ....... ........ ....... ....... 4

RE-ELECTION OF DIRECTORS ... ....... ........ ....... ........ ....... ....... 5 GRANT OF ISSUE MANDATE, REPURCHASE MANDATE

AND EXTENSION MANDATE . . . ....... ........ ....... ........ ....... ....... 5 2017 AGM . . . ....... ........ ....... ....... ........ ....... ........ ....... ....... 6

RECOMMENDATION ...... ....... ....... ........ ....... ........ ....... ....... 7

RESPONSIBILITY STATEMENT ... ....... ........ ....... ........ ....... ....... 7

APPENDIX I - BIOGRAPHICAL DETAILS OF DIRECTORS

PROPOSED TO BE RE-ELECTED ....... ........ ....... ....... 8

APPENDIX II - EXPLANATORY STATEMENT 11

NOTICE OF ANNUAL GENERAL MEETING 14

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.

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

''2017 AGM'' the AGM to be held at Room 1215, Tower B, Hunghom Commercial Centre, 37-39 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong at 10: 00 a.m. on Thursday, 27 July 2017

''2017 AGM Notice'' the notice convening the 2017 AGM, which is set out on

pages 14 to 20 of this circular

''AGM'' the annual general meeting of the Company

''Audit Committee'' the audit committee of the Board

''Board'' the board of Directors

''Bye-laws'' the bye-laws of the Company, as amended, supplemented or otherwise modified from time to time

''close associate(s)'' has the meaning ascribed thereto under the Listing Rules

''Company'' Sino Harbour Holdings Group Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 1663)

''controlling shareholder(s)'' has the meaning ascribed thereto under the Listing Rules ''core connected person(s)'' has the meaning ascribed thereto under the Listing Rules ''Director(s)'' the director(s) of the Company

''Executive Director(s)'' executive Director(s)

''Extension Mandate'' a general and unconditional mandate proposed to be granted

to the Directors to the effect that the number of the Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollar(s), the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''INED(s)'' the independent non-executive Director(s)

''Issue Mandate'' a general and unconditional mandate proposed to be granted

to the Directors to exercise the power of the Company to allot, issue or otherwise deal with new Shares not exceeding 20% of the aggregate number of the Shares in issue as at the date of passing of the relevant resolution at the AGM

''Latest Practicable Date'' 19 June 2017, being the latest practicable date prior to the

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

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

''Nomination Committee'' the nomination committee of the Board

''Pan Hong Holdings'' Pan Hong Holdings Group Limited, a company incorporated

in Bermuda with limited liability whose issued shares are listed on the main board of Singapore Exchange Securities Trading Limited and a controlling shareholder of the Company

''PRC'' the People's Republic of China (which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan)

''Remuneration Committee'' the remuneration committee of the Board

''Repurchase Mandate'' a general and unconditional mandate proposed to be granted

to the Directors to enable them to repurchase Shares not exceeding 10% of the aggregate number of the Shares in issue as at the date of passing of the relevant resolution at the AGM

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

''Share(s)'' the ordinary share(s) of HK$0.01 each in the share capital of the Company

''Shareholder(s)'' the holder(s) of the Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''subsidiary(ies)'' has the meaning ascribed thereto under the Listing Rules

''substantial shareholder(s)'' has the meaning ascribed thereto under the Listing Rules