Sun Century : NOTICE OF ANNUAL GENERAL MEETING

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SUN CENTURY GROUP LIMITED

太陽世紀集 團 有限公司

(to be renamed as "Suncity Group Holdings Limited" "太陽城集團控股有限公司")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1383) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of the Company will be held at Room I-II, 3/F, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 23 June 2017 (Friday), at 2:30 p.m. for the purpose of transacting the following business: ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2016.

2. (i). To re-elect Mr. Lo Kai Bong as an executive Director;

   (ii). To re-elect Mr. Au Chung On John as an executive Director; (iii). To re-elect Mr. Manuel Assis Da Silva as an executive Director; (iv). To re-elect Mr. Chau Cheok Wa as an executive Director;

3. To re-elect Dr. Wu Kam Fun Roderick as an independent non-executive Director; and

4. To authorize the board of Directors of the Company to fix the remunerations of the Directors.

5. To re-appoint Andes Glacier CPA Limited as the auditor of the Company and to authorize the Board of Directors to fix its remuneration.

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

   "THAT

7. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on the Main Board (the "Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with (otherwise than by way of Rights Issue or pursuant to the exercise of options granted under any of the Company's share option schemes or any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company from time to time) additional shares in the share capital of the Company and to make or grant any offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

8. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the directors and shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant any offers, agreements and options which would or might require the exercise of such powers either during or after the end of the Relevant Period (as hereinafter defined);

9. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

10. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

11. the conclusion of the next annual general meeting of the Company;

12. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

13. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

    "Rights Issue" means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the laws of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities."

14. To consider as special business, and if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

    "THAT

15. subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in resolution 4(d) set out in the Notice of this Meeting) of all the powers of the Company to repurchase the issued shares of the Company on the Stock Exchange or any other stock exchange on which shares in the capital of the Company may be listed and which is recognised 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 the requirements of the Listing Rules or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; and

16. the aggregate nominal amount of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined in resolution 4(d) set out in the Notice of this Meeting) shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of this resolution, and the said approval shall be limited accordingly."

17. To consider as special business, and if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions Nos. 4 and 5 (as set out in the Notice of this, Meeting), the unconditional general mandate granted to the Directors of the Company and for the time being in force to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution No. 4 (as set out in the Notice of this Meeting) be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such unconditional general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 5 (as set out in the Notice of this Meeting), provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution."

By order of the Board Chau Cheok Wa Chairman

Hong Kong, 23 May 2017