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 stockbroker 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 Orange Sky Golden Harvest Entertainment (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

This circular should be read in conjunction with the annual report of the Company for the year ended 31 December 2020.

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.

ORANGE SKY GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LIMITED

橙 天 嘉 禾 娛 樂( 集 團 )有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1132)

PROPOSED GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 24th Floor, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong on Friday, 18 June 2021 at 11:00 a.m. or any adjournment thereof is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.osgh.com.hk).

Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE COVID-19

AT THE ANNUAL GENERAL MEETING

As set out on page 19 of this circular, measures will be taken at the Annual General Meeting to facilitate the prevention and control of the COVID-19 epidemic, including:

. Mandatory temperature checks

. wearing surgical mask

. no corporate gifts or refreshment

The Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID- 19, to appoint the Chairman of the Annual General Meeting as their proxy to vote at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

  • For identification purposes only

30 April 2021

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Appendix I - Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . . .

8

Appendix II - Details of Directors proposed for re-election . . . . . . . . . . . . . . . . . . . . . . 12 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

- i -

DEFINITIONS

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

''Annual General Meeting''

the annual general meeting of the Company to be held at

24th Floor, Capital Centre, 151 Gloucester Road, Wan

Chai, Hong Kong on Friday, 18 June 2021 at 11:00 a.m.,

notice of which is set out on pages 15 to 19 of this circular;

''associate(s)''

has the same meaning ascribed to it under the Listing

Rules;

''Board''

the board of Directors;

''Bye-Laws''

the bye-laws of the Company;

''close associate(s)''

has the same meaning ascribed to it under the Listing

Rules;

''Company''

Orange Sky Golden Harvest Entertainment (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;

''connected person(s)''

has the same meaning ascribed to it under the Listing

Rules;

''controlling shareholder(s)''

has the same meaning ascribed to it under the Listing

Rules;

''core connected person(s)''

has the same meaning ascribed to it under the Listing

Rules;

''Directors''

the directors of the Company;

''Group''

the Company and its subsidiaries;

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong;

''Hong Kong''

the Hong Kong Special Administrative Region of the

People's Republic of China;

''Issue Mandate''

the proposed general mandate to be granted to the Directors

to allot, issue and deal with new Shares not exceeding 20%

of the aggregate nominal amount of the share capital of the

Company in issue as at the date of passing of the ordinary

resolution granting such mandate;

- 1 -

DEFINITIONS

''Latest Practicable Date''

26 April 2021, 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;

''Repurchase Mandate''

the proposed general mandate to be granted to the Directors

to permit the repurchase of fully paid up Shares of up to

10% of the aggregate nominal amount of the share capital

of the Company in issue as at the date of passing of the

ordinary resolution granting such mandate;

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong) as amended from time to time;

''Share(s)''

the ordinary share(s) of HK$0.1 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;

''substantial shareholder(s)''

has the same meaning ascribed to it under the Listing

Rules;

''Takeovers Code''

the Hong Kong Code on Takeovers and Mergers; and

''%''

percent

- 2 -

LETTER FROM THE BOARD

ORANGE SKY GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LIMITED

橙 天 嘉 禾 娛 樂( 集 團 )有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1132)

Chairman and Executive Director:

Registered office:

Mr. Wu Kebo

Clarendon House

2 Church Street

Executive Directors:

Hamilton HM11

Mr. Li Pei Sen

Bermuda

Ms. Chow Sau Fong, Fiona

Ms. Go Misaki

Principal place of business:

Mr. Peng Bolun

24/F, Capital Centre

151 Gloucester Road

Independent non-executive Directors:

Wan Chai

Mr. Leung Man Kit

Hong Kong

Ms. Wong Sze Wing

Mr. Fung Chi Man, Henry

30 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting regarding (i) the approval for granting the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate; and (ii) the proposed re-election of the Directors.

  • For identification purposes only

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 19 June 2020, the Shareholders passed ordinary resolutions granting the Directors general mandates to allot and issue new Shares and to repurchase Shares. Such mandates will expire and lapse at the conclusion of the Annual General Meeting. It is therefore proposed to renew the Issue Mandate and Repurchase Mandate at the Annual General Meeting.

Issue Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Issue Mandate which will enable the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing such resolution. In addition, an ordinary resolution will also be proposed to the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares repurchased under the Repurchase Mandate, if granted.

As at the Latest Practicable Date, the issued and fully paid up share capital of the Company comprised 2,799,669,050 Shares. Assuming that there is no change in the issued and fully paid up share capital of the Company between the period from the Latest Practicable Date to the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued pursuant to the Issue Mandate will be 559,933,810 Shares.

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in ordinary resolutions nos. 4 and 6 in the notice of the Annual General Meeting set out on pages 16 to 18 of this circular.

Repurchase Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Repurchase Mandate which will enable the Directors to exercise the power of the Company to repurchase Shares up to 10% of the issued and fully paid up share capital of the Company as at the date of passing of such resolution. The Company's authority is restricted to repurchase Shares in the market in accordance with the Listing Rules.

Assuming that there is no change in the issued and fully paid up share capital of the Company between the periods from the Latest Practicable Date to the date of passing the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 279,966,905 Shares.

Pursuant to the Listing Rules, an explanatory statement containing all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix I hereto.

- 4 -

LETTER FROM THE BOARD

Details of the Repurchase Mandate are set out in ordinary resolution no. 5 in the notice of the Annual General Meeting set out on page 17 of this circular.

Both the Issue Mandate and the Repurchase Mandate will expire upon the earliest of:

  1. the conclusion of the next annual general meeting of the Company; or
  2. the revocation or variation of such authority by an ordinary resolution of the Shareholders in a general meeting.

RE-ELECTION OF DIRECTORS

Pursuant to the Bye-laws of the Company, at each AGM one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.

In accordance with clauses 87(1) and (2) of the Company's Bye-Laws, Mr. Li Pei San, Ms. Chow Sau Fong, Fiona and Mr. Fung Chi Man, Henry will retire at the forthcoming annual general meeting. Being eligible, each of them will offer themselves for re-election.

The nomination committee of the Company had assessed and reviewed Mr. Fung's annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that he remains independent.

In addition, the nomination committee of the Company had evaluated the performance of each of the abovesaid Directors during the year ended 31 December 2020 and found their performance satisfactory, taking into consideration factors such as the nomination policy and diversity policy of the Company, the perspectives, skills and experiences and the contributions of each of them. Accordingly, the Board, on the recommendation of the nomination committee of the Company, proposed that the above retiring Directors, namely Mr. Li, Ms. Chow and Mr. Fung, stand for re-election as Directors at the AGM.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix II of this circular.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 24th Floor, Capital Centre,

151 Gloucester Road, Wan Chai, Hong Kong on Friday, 18 June 2021 at 11:00 a.m. or any adjournment thereof is set out on pages 15 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the proposed re-election of the Directors.

- 5 -

LETTER FROM THE BOARD

In accordance with Rule 13.39(4) of the Listing Rules and Bye-law 67 of the Bye-Laws, all votes of the shareholders of the Company to be taken at the Annual General Meeting must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll and an announcement of the results of the poll will be published in accordance with the requirements of the Listing Rules.

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend and vote at the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

RECOMMENDATION

The Directors consider that the proposals for granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the Directors are all in the best interests of the Company and the Shareholders as a whole and accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

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 misleading.

- 6 -

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is also drawn to the information as set out in the Appendices to this circular.

In the event of inconsistency, the English texts of this circular and the enclosed form of proxy shall prevail over the Chinese texts.

Yours faithfully,

For and on behalf of the Board

Orange Sky Golden Harvest

Entertainment (Holdings) Limited

Wu Kebo

Chairman and Executive Director

- 7 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement required by the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders' approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases of shares must be made out of funds legally available for such purpose in accordance with the company's constitutive documents and the laws of the jurisdiction in which the company is incorporated or established.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$279,966,905 comprising 2,799,669,050 Shares.

Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued, allotted or repurchased by the Company prior to the Annual General Meeting, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 279,966,905 Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein; or (ii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interests of the Company and the Shareholders to continue to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

- 8 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

FUNDING OF REPURCHASE

It is envisaged that any repurchase of Shares will be financed out of funds which are legally available for such purpose in accordance with the memorandum of association and Bye- Laws, the Listing Rules and the applicable laws of Bermuda.

The Directors are not aware of any material adverse impact on the working capital or gearing level of the Company as compared with the position disclosed in its most recent published audited accounts as at 31 December 2020 in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company, 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 been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Price per Share

Highest

Lowest

HK$

HK$

2020

April

0.270

0.180

May

0.204

0.158

June

0.177

0.157

July

0.180

0.151

August

0.176

0.160

September

0.244

0.156

October

0.169

0.150

November

0.175

0.139

December

0.240

0.139

2021

January

0.189

0.142

February

0.190

0.140

March

0.159

0.100

April (up to Latest Practicable Date)

0.170

0.114

DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company or its subsidiaries (as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) in the event that the Repurchase Mandate is approved by the Shareholders.

- 9 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

As at the Latest Practicable Date, no core connected person has notified the Company that he/she has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

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

EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

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 of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, 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. Wu Kebo (''Mr. Wu''), the chairman of the Company and an executive Director, was interested in 1,998,578,497 Shares (representing approximately 71.39% of the existing issued share capital of the Company). Of 1,998,578,497 Shares in which he was interested, (i) 439,791,463 Shares (representing approximately 15.71% of the existing issued share capital of the Company) were held by Skyera International Limited (''Skyera'') (a company wholly-owned by Mr. Wu); (ii) 408,715,990 Shares (representing approximately 14.60% of the existing issued share capital of the Company) were held by Mainway Enterprises Limited (''Mainway'') (a company wholly-owned by Mr. Wu); (iii) 129,666,667 Shares (representing approximately 4.63% of the existing share capital of the Company) were held by Noble Biz International Limited (''Noble Biz'') (a company wholly- owned by Mr. Wu); (iv) 565,719,948 Shares (representing approximately 20.21% of the existing issued share capital of the Company) were held by Orange Sky Entertainment Group (International) Holding Company Limited (''OSEG'') (a company which was 80% owned by Mr. Wu); (v) 180,000,000 Shares (representing approximately 6.43% of the existing issued share capital of the Company) were held by Cyber International Limited (''Cyber'') (a company owned by an associate of Mr. Wu); and (vi) 274,684,429 Shares were directly held in his own name.

- 10 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

On the basis that no further Shares are issued between the Latest Practicable Date and the date of a repurchase under the Repurchase Mandate and no further Shares are repurchased prior to the Annual General Meeting, in the event that the Directors exercise in full the Repurchase Mandate, the voting rights of Mr. Wu would be increased to approximately 79.32% of the issued share capital of the Company. Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date, the Directors are not aware of any consequences or implications which may arise under the Takeovers Code as a result of exercising the power to repurchase Shares under the Repurchase Mandate. The Directors have no present intention of exercising the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent that may result in the number of Shares in the hands of the public falling below such prescribed minimum percentage.

SHARE REPURCHASES BY THE COMPANY

The Company has not made any repurchase of the Shares during the six months prior to the Latest Practicable Date.

- 11 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors for re-election at the Annual General Meeting pursuant to the Bye- Laws and the Listing Rules:

Mr. Li Pei Sen (''Mr. Li'')

Mr. Li, aged 73, joined the Company as a non-executive director in March 2009 and was re-designated as an executive director of the Company in April 2010. He is also the associate chairman of OSEG. Mr. Li was an associate director of China TV Production Centre in 1994 and the general manager of China Central Television in 1996. In 1997, Mr. Li joined China International Television Corporation (''TVC'') as president and was involved in its corporate structuring. During his presidency at TVC, Mr. Li was also in charge of television production, as well as the domestic and global licensing business of Chinese television programmes. Prior to joining OSEG as the associate chairman, Mr. Li served as the director of China TV Production Centre in 2000. Mr. Li has over 15 years of working experience in film and television series production and acted as the producer of more than a thousand episodes of television series, including a number of popular and high audience rating titles such as All men are brothers: blood of the leopard, Taiping Heavenly Kingdom, Vernacular stories from the end of Western Zhou Dynasty to the Qin Dynasty and The story of Hong Kong and cartoon series Journey to the West. In addition, Mr. Li is also a committee member of the China Federation of Literary and Art Circles, a council member of China TV Workers' Association, the vice president of China TV, Film Productions Committee, a member of the censorship expert committee of State Administration of Radio, Film and Television, and a consultant to TVC.

Mr. Li had entered into a service contract with the Company for a term of 3 years with effect from 26 April 2019, under which Mr. Li is entitled to a director's fee in the amount of HK$378,000 on an annual basis, discretionary bonus and share options. The discretionary bonus will be determined at the Company's discretion by reference to his individual performance and the Company's performance and subject to the approval by the Board. The Company may also grant share options from time to time to Mr. Li as an incentive for his services during the term, provided that the maximum total number of share options granted to Mr. Li shall not be more than 1% of the entire issued share capital of the Company during the period of term. The number of share options granted to Mr. Li shall be subject to the approval by the Board. The emolument of Mr. Li is determined by reference to industry norm and market conditions and with reference to his duties and responsibilities with the Company.

For the financial year ended 31 December 2020, the emolument received by Mr. Li was approximately HK$361,411 in total as director fee, salary, bonus and allowances and other benefits in kind. As at the Latest Practicable Date, Mr. Li was interested in 200,000 Shares. Save as disclosed herein, as at the Latest Practicable Date (a) Mr. Li had not held any directorship in other listed public companies in the last three years and did not hold any other positions with the Company or other members of the Group; (b) Mr. Li did not have any relationship with any Directors, senior management of the Company or substantial or controlling Shareholders; and (c) there were no other matters concerning Mr. Li that needed to be brought to the attention of the Shareholders nor any information to disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules. As at the Latest Practicable Date, save as disclosed herein, Mr. Li did not have any other interests in the Shares within the meaning of Part XV of the SFO.

- 12 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Chow Sau Fong, Fiona (''Ms. Chow'')

Ms. Chow, aged 48, is an executive director and has been appointed as chief operating officer (''COO'') of the Group since 24 April 2015 and is responsible for managing the exhibition businesses of the Group in all territories. She has also been assigned as the special assistant to Chairman of the Company since 1 October 2010 and appointed as director of certain subsidiaries of the Company. Formerly, Ms. Chow was appointed as Executive Director when she first joined the Group on 30 October 2007. She had also held the position of chief financial officer of the Company between 1 January 2008 and 31 December 2008. On 22 September 2009, Ms. Chow had been appointed as COO of the Company and she resigned thereafter as Executive Director and COO of the Company with effect from 23 August 2010 for personal reasons. On the same day, she was re-designated as the managing director of the China operation of the Company, which has focused on the development of theatrical exhibition business in China and subsequently she resigned from the position with effect from 30 September 2010.

Ms. Chow holds an M.B.A in Finance and Entrepreneurial Management from the Wharton Business School at the University of Pennsylvania, and a B.A. (Honors) in Business Administration from the Chinese University of Hong Kong.

Ms. Chow has entered into a service agreement with the Company as an Executive Director of the Company and the COO of the Group for a term of 3 years with effect from 3 June 2019 to 2 June 2022 (''Service Agreement''). Under the Service Agreement, Ms. Chow is entitled to receive an annual remuneration of HK$2,230,007 together with discretionary bonus and share options. The discretionary bonus will be determined at the Company's discretion by reference to her individual performance, the Company's performance and the Company's remuneration policy and subject to the approval by the Board. The Company may also grant share options from time to time to Ms. Chow as an incentive for her services during the term, provided that the maximum total number of share options granted to Ms. Chow shall not be more than 1% of the entire issued share capital of the Company during the period of term. The number of share options granted to Ms. Chow shall be subject to the approval by the Board. The emolument of Ms. Chow is determined by reference to industry norm and market conditions and with reference to his duties and responsibilities with the Company. For the financial year ended 31 December 2020, the emolument received by Ms. Chow was approximately HK$2,231,524 in total as director fee, salary, bonus and allowances and other benefits in kind.

Save as disclosed herein, as at the Latest Practicable Date, (a) Ms. Chow has not held any directorship in other listed companies in the last three years and does not hold any other positions with the Company or other members of the Group; (b) Ms. Chow does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (c) there are no other matters concerning Ms. Chow that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules; and (d) Ms. Chow does not have any option or interests in the ordinary shares of the Company within the meaning of Part XV of the SFO.

- 13 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Fung Chi Man, Henry (''Mr. Fung'')

Mr. Fung, aged 52, has been an independent non-executive director and the member of the audit committee of the Company since 3 June 2016. Mr. Fung has over twenty years of experience in the legal profession. He is a partner of Holman Fenwick Willan (''HFW'') since 1999 and the chief representative of the Shanghai Office of Holman Fenwick Willan LLP. Mr. Fung obtained a degree of Bachelor of Laws and a Postgraduate Certificate in Laws from the University of Hong Kong. He also has a PRC law degree from the China University of Political Science and Law. Mr. Fung is currently a practicing solicitor of the High Courts of Hong Kong and England & Wales. Mr. Fung is also a notary public and a China-appointed attesting officer in Hong Kong. Besides, Mr. Fung is also a civil celebrant of marriages, an HKIAC arbitrator, a member of the Solicitors Disciplinary Tribunal, HKICPA Disciplinary Panel, CAAO Disciplinary Panel and a chairman of the Appeal Tribunal Panel (Buildings) in Hong Kong.

Mr. Fung has entered into a letter of appointment with the Company commencing from 3 June 2016 for his appointment as an Independent Non-executive Director. He will not have a fixed term of service and will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the provisions of the Bye-laws. Mr. Fung is entitled to a Director's fee in the amount of HK$200,000 per annum plus a fee of HK$10,000 per regular Board meeting attended which is determined by reference to his duties as an Independent Non-executive Director and a member of the Audit Committee.

Save as disclosed herein, as at the date of Latest Practicable Date, (a) Mr. Fung has not held any directorship in other listed companies in the last three years and does not hold any other positions with the Company or other members of the Group; (b) Mr. Fung does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (c) there are no other matters concerning Mr. Fung that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h)-(v) of the Listing Rules; and (d) Mr. Fung does not have any option or interests in the ordinary shares of the Company within the meaning of Part XV of the SFO.

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NOTICE OF ANNUAL GENERAL MEETING

ORANGE SKY GOLDEN HARVEST ENTERTAINMENT (HOLDINGS) LIMITED

橙 天 嘉 禾 娛 樂( 集 團 )有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1132)

NOTICE IS HEREBY GIVEN that the annual general meeting of Orange Sky Golden Harvest Entertainment (Holdings) Limited (the ''Company'') will be held at 24th Floor, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong on Friday, 18 June 2021 at 11:00 a.m. for the following purposes:

As Ordinary Business

  1. To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ''Director(s)'') and auditors of the Company for the year ended 31 December 2020.
  2. To pass each of the following resolutions as an ordinary resolution of the Company:
    ''THAT:
    1. To re-elect Mr. Li Pei Sen as an executive Director;
    2. To re-elect Ms. Chow Sau Fong, Fiona as an executive Director;
    3. To re-elect Mr. Fung Chi Man, Henry as an independent non-executive Director;
    4. To authorise the board of Directors to fix Directors' remuneration.''
  3. To re-appoint Messrs. KPMG as auditors of the Company and to authorise the board of Directors to fix their remuneration.
  • For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

As Special Business

4. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

''THAT:

  1. the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be issued, allotted or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to: (i) a rights issue where shares are offered to the shareholders of the Company (the ''Shareholders'') on a fixed record date in proportion to their then holdings of 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the eligible participants of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement pursuant to the bye-laws of the Company from time to time; or (iv) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any notes, warrants or any securities of the Company which are convertible into shares; or (v) a specific authority granted by the Shareholders in general meeting, the total nominal amount of additional shares issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with (whether pursuant to an option or otherwise) shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
  2. for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until:
    1. the conclusion of the next annual general meeting of the Company; or
    2. the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting,

whichever occurs first.''

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

''THAT:

  1. subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the Shares may be listed and recognized by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Stock Exchange or other applicable rules and regulations as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) of this resolution shall, in addition to any other authorization given to the Directors, authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its own shares at a price to be determined by the Directors;
  3. the aggregate nominal amount of the shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company during the Relevant Period pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue and fully paid-up as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
  4. for the purposes of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company; or
    2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass the following resolution (with or without amendments) as an ordinary resolution of the Company:

''THAT conditional upon the passing of resolutions nos. 4 and 5 as set out in the notice convening the meeting of which this resolution forms part, the general mandate granted to the Directors and for the time being in force to exercise the power of the Company to allot, issue or otherwise deal with additional shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the said resolution no. 4 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to the said resolution no. 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the said resolution no. 5.''

By Order of the Board

Orange Sky Golden Harvest

Entertainment (Holdings) Limited

Wu Kebo

Chairman and Executive Director

Hong Kong, 30 April 2021

Principal place of business in Hong Kong:

Registered Office:

24/F Capital Centre

Clarendon House

151 Gloucester Road

2 Church Street

Wan Chai

Hamilton HM11

Hong Kong

Bermuda

Notes:

  1. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
  3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong 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 proposes to vote.
  4. Delivery of an instrument appointing a proxy shall not preclude a member 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.

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NOTICE OF ANNUAL GENERAL MEETING

  1. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.
  2. An explanatory statement regarding the general mandate for the repurchase of the shares of the Company sought in resolution no. 5 is set out in Appendix I to the circular of the Company dated 30 April 2021 of which this notice forms part.
  3. In view of the COVID-19 epidemic, the following precautionary measures will be implemented at the Annual General Meeting to ensure the health and safety of attending Shareholders, staff and other stakeholders:
    1. Mandatory temperature check will be carried out for every attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry to the Annual General Meeting venue and may not be allowed to attend the Annual General Meeting.
    2. Attendees must wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
    3. No corporate gifts or no refreshments will be served to avoid the coming into close contact amongst participants.

In the interest of all stakeholders' health and safety and consistent with the guidelines for the prevention and control of COVID-19, the Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID-19, to appoint the Chairman of the Annual General Meeting as their proxy to vote at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

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Orange Sky Golden Harvest Entertainment Holdings Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 11:19:13 UTC.