Shifang : [General Mandate / Explanatory State...

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 Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong, on Friday, 24 May 2019 at 2:30 p.m. is set out on pages 14 to 18 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 22, 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.

19 April 2019

CONTENTS

			Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			ii
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Appendix I	-	Explanatory Statement on the Buy-back Mandate . . . . . . . . . . . . . .	7
Appendix II	-	Biographical Details of the Retiring Directors
		Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the AGM. .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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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.

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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 Falcon Room I, Basement, Gloucester Luk
	Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong
	Kong on Friday, 24 May 2019 at 2:30 p.m. or any
	adjournment thereof
"Buy-back Mandate"	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

"associate(s)"

"Board"

"Bye-laws"

"Capital Reduction"

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 reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.39 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.40 to HK$0.01

"Capital Reorganisation"

"CB Subscription"

the reorganisation of the share capital of the Company involving the Share Consolidation, the Capital Reduction and the Share Subdivision (details of which being disclosed in the Company's announcement dated 18 January 2019 and the Company's circular dated 1 February 2019), which became effective on 10 April 2019

the subscription of the Convertible Bonds by the Subscriber on the terms and subject to the conditions of the CB Subscription Agreement

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DEFINITIONS

"CB Subscription Agreement"

"Consolidated Share(s)"

"Conversion Share(s)"

"Conversion Price"

"Convertible Bonds"

"Companies Act"

"Company"

"connected person(s)"

"Director(s)"

"Extended Issue Mandate"

the convertible bond subscription agreement entered into between the Company and the Subscriber dated 24 January 2019 in relation to the subscription by the Subscriber of the Convertible Bonds in the principal amount of HK$250,000,000 (RMB215,750,000)

ordinary share(s) of HK$0.40 each in the share capital of the Company after the Share Consolidation becoming effective but before the Capital Reduction and the Share Subdivision becoming effective

the Share(s) to be allotted and issued by the Company upon the exercise by the holders of the conversion rights attaching to the Convertible Bonds

HK$0.24 per Conversion Shares, subject to adjustments and the terms and conditions of the Convertible Bonds

the convertible bonds proposed to be issued by the Company in the aggregate principal amount of HK$250,000,000 (RMB215,750,000) under the CB Subscription Agreement

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

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

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