SOUH SHOR : (1) CONTINUING CONNECTED TRANSACTION RELATING TO RENEWAL OF BUSINESS SERVICES AGREEMENT; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in South Shore Holdings Limited (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 manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

South Shore Holdings Limited

南 岸 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 577)

1. CONTINUING CONNECTED TRANSACTION RELATING TO RENEWAL OF BUSINESS SERVICES AGREEMENT;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS;

AND

(3) NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A notice convening a special general meeting ("SGM") of the Company to be held at 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Tuesday, 1 June 2021 at 10:30 a.m. is set out on pages 29 and 30 of this circular. If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Standard 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 holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE SGM

In light of the COVID-19 pandemic, precautionary measures will be taken at the SGM, including but not limited to:

1. Compulsory body temperature screening/check;
2. Compulsory wearing of surgical face masks at all times; and
3. No serving of food or drink and no distribution of gifts.

The Company reserves the right to deny entry into or require any person to leave the SGM venue if such person refuses to comply with any precautionary measures.

10 May 2021

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
New Business Services Agreement . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . .	10
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	12
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX I	- PARTICULARS OF THE RETIRING DIRECTORS
	STANDING FOR RE-ELECTION . . . . . . . . . . . . . . . . .	20
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . .	22
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

DEFINITIONS

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

"associates"	has the meaning ascribed thereto under the Listing Rules;
"Board"	the board of Directors;
"Bye-laws"	the bye-laws of the Company;
"Company"	South Shore Holdings Limited (Stock Code: 577), a company
	incorporated in Bermuda with limited liability whose shares are listed on
	the Stock Exchange;
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules;
"Directors"	the directors of the Company;
"Fifth Business	the agreement dated 29 March 2019 entered into between PYE and ITC
Services Agreement"	Properties Holdings, as varied and supplemented by a supplemental
	agreement dated 24 May 2019 entered into between the same parties;
"Final Accounts"	the agreed statement of the final value of works done by the contractor
	for the employer in respect of a construction contract that represents the
	full and final settlement of the construction contract including all claims
	and variation orders;
"Fourth Business	the agreement dated 28 March 2018 entered into between PYE and ITC
Services Agreement"	Properties Holdings;
"FY"	the financial year ended/ending 31 March of the relevant year;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	Hong Kong Special Administrative Region of the PRC;
"Independent Board Committee"	an independent committee of the Board which comprises Ir James Chiu,
	Professor Lee Chack Fan, Mr Iain Ferguson Bruce and Dr Lo Wing Yan,
	William, established to give recommendation to the Independent
	Shareholders in relation to the transactions contemplated under the New
	Business Services Agreement and the proposed annual cap for the year
	ending 31 March 2022;

1

	DEFINITIONS
"Independent Financial Adviser"	Gram Capital Limited, a corporation licensed to carry out Type 6
or "Gram Capital"	(advising on corporate finance) regulated activity under the SFO, and the
	independent financial adviser to the Independent Board Committee and
	Independent Shareholders in relation to the transactions contemplated
	under the New Business Services Agreement and the proposed annual
	cap for the year ending 31 March 2022;
"Independent Shareholders"	Shareholders other than ITC Properties and its associates;
"ITC Properties"	ITC Properties Group Limited (Stock Code: 199), a company
	incorporated in Bermuda with limited liability whose shares are listed on
	the Stock Exchange;
"ITC Properties Holdings"	ITC Properties Holdings Group Limited, a company incorporated in the
	British Virgin Islands with limited liability and a subsidiary of ITC
	Properties;
"ITC Properties Holdings Group"	ITC Properties Holdings and its associates from time to time;
"Latest Practicable Date"	5 May 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;
"Macau"	Macau Special Administrative Region of the PRC;
"New Business	the agreement dated 24 March 2021 entered into between PYE and ITC
Services Agreement"	Properties Holdings;
"Original Business	the agreement dated 24 April 2013 entered into between PYE and ITC
Services Agreement"	Properties Holdings;
"PRC"	the People's Republic of China, and for the purpose of this circular,
	excluding Hong Kong, Macau and Taiwan;
"Projects"	(i) main contract works for the hotel development at No. 7 Moreton
	Terrace, Causeway Bay, Hong Kong; (ii) site formation, foundation and
	pile cap works for the residential redevelopment at No. 23 Po Shan
	Road, Hong Kong; (iii) main contract works for the redevelopment at
	Nos. 205-211A Hai Tan Street, Sham Shui Po, Hong Kong; (iv) main
	contract works (Lot 8) for the Concordia Development at Coloane,
	Macau; and (v) main contract works for the residential redevelopment at
	No. 23 Po Shan Road, Hong Kong;

2

	DEFINITIONS
"PYE"	Paul Y. Engineering Group Limited, a company incorporated in the
	British Virgin Islands with limited liability and owned by the Company
	as to approximately 51.76%;
"PYE Group"	PYE and its subsidiaries from time to time;
"Second Business	the agreement dated 23 September 2016 entered into between PYE and
Services Agreement"	ITC Properties Holdings;
"Services"	services covering construction, maintenance, property development
	management, project management, building management, facilities
	management, construction related advisory services and other related
	services, including provision of services as main contractor, project
	manager, consultant and sub-contractor for a variety of works including
	superstructure, foundation, civil engineering, maintenance, construction
	and interior decoration;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"SGM"	the special general meeting of the Company to be held at 14/F, Fairmont
	House, 8 Cotton Tree Drive, Central, Hong Kong on Tuesday, 1 June
	2021 at 10:30 a.m., notice of which is set out on pages 29 and 30 of this
	circular;
"Share(s)"	ordinary share(s) of HK$0.20 each in the aggregate nominal amount of
	the share capital of the Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial shareholder(s)"	has the meaning ascribed thereto under the Listing Rules;
"Third Business	the agreement dated 12 December 2017 entered into between PYE and
Services Agreement"	ITC Properties Holdings; and
"%"	per cent.

3