Shanghai International Shanghai Growth Investment : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shanghai International Shanghai Growth Investment Limited, you should at once hand this circular and the enclosed 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 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.

SHANGHAI INTERNATIONAL

SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION OF THE COMPANY

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover page shall have the same meanings as those defined in this circular.

The purpose of this document is to provide you with information regarding resolutions to be proposed as special business at the EGM to be held at 15th Floor, Shanghai Industrial Investment Building, 48-62 Hennessy Road, Wanchai, Hong Kong on Tuesday, 26 November 2019 at 10:30 a.m. These resolutions relate to the proposed amendments to the articles of association of the Company.

A notice convening the EGM of the Company is set out in pages 11 to 16 of this circular. Whether or not you intend to be present at the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the office of the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

1 November 2019

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .	4
3.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX - PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

"Amended M&A"	the amended and restated memorandum and articles of
	association of the Company incorporating and
	consolidating the Proposed Amendments as set out in the
	paragraph headed "Letter from the Board - 2. Proposed
	Amendments to the Articles of Association", to the extent
	each of such proposed amendments are approved by
	special resolution at the EGM
"Articles" or "Articles of	the articles of association of the Company, as amended
Association"	from time to time
"associate"	as defined in Rule 14A.06(2) of the Listing Rules
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands, as
	amended, supplemented or otherwise modified from time
	to time
"Company"	Shanghai International Shanghai Growth Investment
	Limited, an exempted company incorporated in the
	Cayman Islands with limited liability and a company
	listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Extraordinary General Meeting"	the extraordinary general meeting of the Company to be
or "EGM"	held at 15th Floor, Shanghai Industrial Investment
	Building, 48-62 Hennessy Road, Wanchai, Hong Kong on
	Tuesday, 26 November 2019 at 10:30 a.m., for the purpose
	of considering and if thought fit, approving, inter alia, the
	resolutions proposed in the Notice of Extraordinary
	General Meeting
"Greater China Region"	the region consisting of the PRC (including Hong Kong
	and, the Macau Special Administration Region) and the
	Republic of China (Taiwan)
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the PRC

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	DEFINITIONS
"Investment Manager"	Shanghai International Asset Management (Hong Kong)
	Company Limited, a company incorporated in Hong Kong
	and licensed with the Securities and Futures Commission
	of Hong Kong to carry on type 4 (advising on securities)
	and type 9 (asset management) regulated activities, and an
	investment manager providing investment management
	and administrative services to the Company pursuant to an
	investment management and administration agreement
	dated 12 November 1993 (as amended and supplemented
	from time to time)
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented and/or otherwise
	modified from time to time
"M&A"	the Memorandum and Articles of Association of the
	Company, as amended from time to time
"Notice of Extraordinary General	the notice convening the EGM as set out in pages 11 to 16
Meeting"	of this circular
"PRC"	the People's Republic of China, and for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region and the Republic of China
	(Taiwan)
"Proposed Amendments"	the proposed amendments to the Articles, details of which
	are set out in the appendix of this circular
"Share(s)"	ordinary share(s) of US$0.10 each in the share capital of
	the Company
"Shareholder(s)"	the shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"US"	the United States of America
"US$"	US dollars, the lawful currency of the US
"%"	per cent

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LETTER FROM THE BOARD

SHANGHAI INTERNATIONAL

SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

Directors	Registered address:
Executive Directors:	P.O. Box 309 Ugland House
Dr. WANG Ching	Grand Cayman KY1-1104
Mr. WU Bin	Cayman Islands
Independent Non-executive Directors:	Principal place of business:
Dr. HUA Min	Room 1501, 15/F
Mr. ONG Ka Thai	Shanghai Industrial Investment Building
Mr. YICK Wing Fat Simon	48-62 Hennessy Road
	Wanchai, Hong Kong
Non-executive Directors:
Mr. FENG Huang
Mr. LU Xuefang
Mr. NI Jianwei
	1 November 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION OF THE COMPANY

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 29 October 2019 in relation to, among others, the proposed amendments to the Articles. The purpose of this circular is to provide you with details regarding the Proposed Amendments so as to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

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LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Proposed Amendments has been approved at a meeting of the Board held on 29 October 2019. The Proposed Amendments are proposed to:

1. broaden the investment objectives of the Company such that the Company will have the flexibility to invest in a wider variety of investment products (including listed and unlisted equity and debt securities products) in the Greater China Region;
2. remove requirements for obtaining members' approval in general meeting in respect of any proposed material amendments to (a) the investment objectives of the Company; or (b) any restrictions on the investment policy of the Company, in each case within three years from the date of adoption by the Board, as such requirements are only applicable to a newly established investment company applying for listing on the Stock Exchange pursuant to the Listing Rules (i.e. no longer applicable to the Company);
3. make certain amendments to ensure that the Articles are updated to reflect applicable and current provisions of the companies law of Hong Kong and the Cayman Islands; and
4. amend the latest time for accepting proxy form and power of attorney (or other authority under which it is signed) prior to the time appointed for the holding of general meeting of the Company or taking of a poll at such meeting to facilitate better administration of the Company. Such amendment will enable the Company to have more time to prepare for general meetings of the Company.

Details of the Proposed Amendments as well as the purpose and/or effect of the Proposed Amendments are set out in the appendix to this circular. Special resolutions will be proposed at the EGM to approve the Proposed Amendments and the adoption of the Amended M&A.

Save for the Proposed Amendments to the Articles, the Amended M&A proposed to be adopted contain no other amendments. For the avoidance of doubt, in the event that one or more of the Proposed Amendments to Articles are not approved by Shareholders at the EGM, the Amended M&A shall only be adopted to the extent relating to the Proposed Amendments to the Articles that have been approved by Shareholders at the EGM. In the event that none of the Proposed Amendments to the Articles are approved by Shareholders at the EGM, the Amended M&A will not be adopted, notwithstanding any approval of Shareholders at EGM in relation to such adoption.

The proposed adoption of the Amended M&A and the Proposed Amendments shall be subject to all necessary approvals, authorisations or registrations (if applicable) to be obtained from or filed with the relevant governmental or regulatory authorities.

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LETTER FROM THE BOARD

The Company has received a confirmation from its Hong Kong legal advisers that the Proposed Amendments to the Articles are in compliance with the applicable provision under the Listing Rules. The Company has further received a confirmation from its Cayman Islands legal advisers that the Proposed Amendments to the Articles are in compliance with the applicable laws and regulations in the Cayman Islands.

3. EXTRAORDINARY GENERAL MEETING

Set out in pages 11 to 16 of this circular, is a notice to convene the EGM to consider and, if thought fit, approve, inter alia, the proposed adoption of the Amended M&A and the Proposed Amendments.

The EGM of the Company will be held at 15th Floor, Shanghai Industrial Investment Building, 48-62 Hennessy Road, Wanchai, Hong Kong on Tuesday, 26 November 2019 at 10:30 a.m. A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the EGM, you are requested to complete the accompanying form of proxy and return it to the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with Article 52 of the Articles. The results of the poll shall be deemed to be the resolutions passed at the EGM and the poll results will be published on the website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (http://shanghaigrowth.etnet.com.hk).

5. RECOMMENDATION

The Directors consider that the proposed adoption of the Amended M&A and the Proposed Amendments are in the best interests of the Company and its Shareholders as a whole and so recommend that you vote in favour of the resolutions to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board

SHANGHAI INTERNATIONAL

SHANGHAI GROWTH INVESTMENT LIMITED

WANG Ching

Executive Director

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APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Certain proposed amendments to the articles in the Articles are highlighted in bold and underlined in the table below for clarity only. Such highlighted text will not be highlighted in the Amended M&A to be adopted.

Article	Purpose and/or effect of
number	the proposed amendment	Existing Article	Amended Article

5(a) To broaden the investment objectives of the Company such that the Company will have the flexibility to invest in a wider variety of investment products (including listed and unlisted equity and debt securities products) in the Greater China Region. The broadening scope of investments would be important to the Company's investment strategy, in particular where more categories of products and financial instruments have been developed and promoted in the PRC capital market.

To remove restrictions regarding the making of material amendments to the investment objectives of the Company for a period of three years from the date of adoption by the Company without the prior consent in general meeting, as such requirement (being a qualification for listing of the Company) was only applicable to a newly established investment company.

The principal investment objective of the Company is to achieve long term capital appreciation through direct investments in the Greater China Region, primarily in existing or newly established Sino-foreign equity joint ventures or co-operative joint venture enterprises, joint stock companies, wholly foreign-owned enterprises or other vehicles authorized under applicable law for foreign investment. This principal investment objective, which shall be adopted by the Board, shall not be amended in any material way for a period of three years from the date of adoption by the Board without the prior consent of an Ordinary Resolution in general meeting.

The principal investment objective of the Company is to achieve long term capital appreciation through investing in listed and unlisted equity and debt securities as well as in other financial instruments and investment vehicles (which are established or have significant operation(s) or business(es), primarily in the Greater China Region).

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APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article	Purpose and/or effect of
number	the proposed amendment	Existing Article

Amended Article

5(b) To remove requirements for obtaining members' approval in general meeting in respect of any proposed material amendments to (i) the investment objectives of the Company; or (ii) any restrictions on the investment policy of the Company, in each case within three years from the date of adoption by the Board, as such requirements are only applicable to a newly established investment company applying for listing on the Stock Exchange pursuant to the Listing Rules (i.e. no longer applicable to the Company).

The Board may specify certain restrictions upon the investment policy of the Company, and shall specific such restrictions where required by the rules of any Recognised Stock Exchange upon which the Company's Securities are listed. The Board will by resolution made or passed before or within a reasonable period after the adoption of these Articles specify initial restrictions upon the investment policy of the Company which, once adopted by the Board shall not be amended in any material way for a period of three years without the prior consent of Members by Ordinary Resolutions in general meeting.

The Board may specify certain restrictions upon the investment policy of the Company, and shall specific such restrictions where required by the rules of any Recognised Stock Exchange upon which the Company's securities are listed.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article Purpose and/or effect of
number the proposed amendment	Existing Article	Amended Article

2 To make certain amendments to ensure the Articles are updated to refer to the applicable companies law in Hong Kong and/or the laws of the Cayman Islands. In particular:

1. the relevant reference to, and provisions of, the Companies Ordinance under the Laws of Hong Kong should refer to the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the "New Companies Ordinance") rather than the predecessor Companies Ordinance (Cap. 32 of the Laws of Hong Kong) (the "Old Companies Ordinance") following commencement of the New Companies Ordinance on 3 March 2014; and
2. to amend the definition of
   "Statute" to ensure it is updated to reference the latest revision currently in force.

Definition of "Companies Ordinance"

"Companies Ordinance" means the Companies Ordinance Chapter 32of the Laws of Hong Kong as in force at the time of adoption of these Articles.

Definition of "Statute"

"Statute" means the Cayman Islands Companies Law (2010 Revision) applying to or affecting the Company, its memorandum of association and/or those Articles.

Definition of "Companies Ordinance"

"Companies Ordinance" means the Companies Ordinance (Chapter 622of the Laws of Hong Kong) as in force at the time of adoption of these Articles.

Definition of "Statute"

"Statute" means the Companies Law, Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and induces every other law incorporated therewith or substituted therefor, applying to or affecting the Company, its memorandum of association and/or these Articles.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article Purpose and/or effect of
number the proposed amendment	Existing Article	Amended Article

69 To amend the latest time for accepting proxy form and power of attorney (or other authority under which it is signed) prior to the time appointed for the holding of general meeting of the Company or taking of a poll at such meeting to facilitate better administration of the Company. Following the proposed amendment, members of the Company would be required to return proxy form, power of attorney or other authority under which the proxy if signed to the registered office of the Company twenty-four hours earlier than the existing prescribed time (i.e. forty-eight hours prior to the relevant time appointed for the holding of general meeting of the Company or taking of a poll at such meeting); this will enable the Company to have more time to prepare for the relevant general meeting.

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than twenty-fourhours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-fourhours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned.

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than forty-eighthours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than forty-eighthours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article Purpose and/or effect of
number the proposed amendment	Existing Article	Amended Article

106 The existing Article 106 was intended to ensure that the Company complies with the requirements of the Old Companies Ordinance (section 157H) in relation to the entering by the Company of certain financial assistance with a Director or director of its holding company, as if the Company is a Hong Kong incorporated company. Since the New Companies Ordinance has come into force, the Company should now instead comply with the New Companies Ordinance which requires the obtaining of members approval (or the approval of members of holding company) where financial assistance is to be provided by the Company to a Director, a director of the holding company or their respective connected persons (which covers a wider scope of persons than the Old Companies Ordinance).

Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance as in force at the date of adoption of these Articles and except as permitted under the Laws of the Cayman Islands the Company shall not directly or indirectly:

1. make a loan to a Director or a director of its holding company (as defined in the Companies Ordinance); or
2. enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or
3. if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with the loan made by any person to that other company.

Except as would be permitted by the Companies Ordinance if the Company were a company incorporated in Hong Kong, and except as permitted under the laws of the Cayman Islands, the Company shall not directly or indirectly:

1. make a loan or quasi-loan to a Director or his close associates or a director of any holding company of the Company or a body corporate controlled by such a director or Director; or
2. enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director or a body corporate controlled by such a director or Director.

- 10 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

SHANGHAI INTERNATIONAL

SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 770)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Shanghai International Shanghai Growth Investment Limited (the "Company") will be held at 15th Floor, Shanghai Industrial Investment Building, 48-62 Hennessy Road, Wanchai, Hong Kong on Tuesday, 26 November 2019 at 10:30 a.m., to consider and if thought fit, pass with or without amendments the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

1. "THAT the articles of association of the Company be amended by:

1. deleting the existing Article 5(a) in its entirety, being:
   "The principal investment objective of the Company is to achieve long term capital appreciation through direct investments in the Greater China Region, primarily in existing or newly established Sino-foreign equity joint ventures or co-operative joint venture enterprises, joint stock companies, wholly foreign-owned enterprises or other vehicles authorized under applicable law for foreign investment. This principal investment objective, which shall be adopted by the Board, shall not be amended in any material way for a period of three years from the date of adoption by the Board without the prior consent of an Ordinary Resolution in general meeting."
   and inserting in lieu thereof the following as the new Article 5(a):
   "The principal investment objective of the Company is to achieve long term capital appreciation through investing in listed and unlisted equity and debt securities as well as in other financial instruments and investment vehicles (which are established or have significant operation(s) or business(es), primarily in the Greater China Region)."

- 11 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. deleting the existing Article 5(b) in its entirety, being:
   "The Board may specify certain restrictions upon the investment policy of the Company, and shall specific such restrictions where required by the rules of any Recognised Stock Exchange upon which the Company's Securities are listed. The Board will by resolution made or passed before or within a reasonable period after the adoption of these Articles specify initial restrictions upon the investment policy of the Company which, once adopted by the Board shall not be amended in any material way for a period of three years without the prior consent of Members by Ordinary Resolutions in general meeting."
   and inserting in lieu thereof with the following as the new Article 5(b):
   "The Board may specify certain restrictions upon the investment policy of the Company, and shall specific such restrictions where required by the rules of any Recognised Stock Exchange upon which the Company's securities are listed."
2. deleting the definition of "Companies Ordinance" in Article 2, being:
   ""Companies Ordinance" means the Companies Ordinance Chapter 32 of the Laws of Hong Kong as in force at the time of adoption of these Articles."
   and inserting in lieu thereof the following new definition of "Companies Ordinance":
   ""Companies Ordinance" means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as in force at the time of adoption of these Articles."
3. deleting the definition of "Statute" in Article 2 being:
   ""Statute" means the Cayman Islands Companies Law (2010 Revision) applying to or affecting the Company, its memorandum of association and/or those Articles."
   and inserting in lieu thereof the following new definition of "Statute":
   ""Statute" means the Companies Law, Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and induces every other law incorporated therewith or substituted therefor, applying to or affecting the Company, its memorandum of association and/or these Articles."

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. deleting the existing Article 69 in its entirety, being:
   "The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than twenty-four hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned."
   and inserting in lieu thereof the following as the new Article 69:
   "The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Registered Office (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than forty-eight hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date specified in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting or poll concerned."

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. deleting the existing Article 106 in its entirety, being:
   "Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance as in force at the date of adoption of these Articles and except as permitted under the Laws of the Cayman Islands the Company shall not, directly or indirectly:
2. 1. make a loan to a Director or a director of its holding company (as defined in the Companies Ordinance); or
   2. enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or
   3. if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with the loan made by any person to that other company."

and inserting in lieu thereof the following new Article 106:

"Except as would be permitted by the Companies Ordinance if the Company were a company incorporated in Hong Kong, and except as permitted under the laws of the Cayman Islands, the Company shall not directly or indirectly:

1. make a loan or quasi-loan to a Director or his close associates or a director of any holding company of the Company or a body corporate controlled by such a director or Director; or
2. enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director or a body corporate controlled by such a director or Director."

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NOTICE OF EXTRAORDINARY GENERAL MEETING

2. "THAT subject to the passing of special resolution set out in the Notice of the Extraordinary General Meeting, the Amended M&A of the Company having consolidated all previous amendments passed by the shareholders of the Company at general meetings and the proposed amendments referred to in the Notice of the Extraordinary General Meeting (to the extent each of such proposed amendments are approved by special resolution) and in the form produced to the meeting, a copy of which has been produced to this meeting and marked "A" and initialed by the chairman of this meeting for the purpose of identification, be approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect after the close of this meeting and that any one director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds, and things and execute all documents he or she may, in his or her absolute discretion, deem fit, to effect and implement the adoption thereof."

By Order of the Board

SHANGHAI INTERNATIONAL

SHANGHAI GROWTH INVESTMENT LIMITED

NG Yin Yuet Jenny

Company Secretary

Hong Kong, 1 November 2019

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised 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 authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
2. 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 lodged with the share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the time for holding the EGM or adjourned meeting, and in default the instrument of proxy shall not be treated as valid.
3. Completion and return of the instrument appointing a proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting should he so wish, but in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The record date for determining the right to attend and vote at the Company's EGM is Wednesday, 20 November 2019. The register of members of the Company will be closed from Wednesday, 20 November 2019 to Tuesday, 26 November 2019 (both days inclusive) during which no transfer of shares will be registered. To be eligible to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30p.m. on Tuesday, 19 November 2019.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

5. Approval is being sought from members of the Company in respect of the Proposed Amendments to the Articles as set out in paragraph 2 of the Letter from the Board of Directors of this circular.

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