Suncity : CONTINUING CONNECTED TRANSACTIONS - REVIS…

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 Suncity Group Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SUNCITY GROUP HOLDINGS LIMITED

太陽城集團控股有限公司

(formerly known as "Sun Century Group Limited" "太陽世紀集團有限公司")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1383) CONTINUING CONNECTED TRANSACTIONS - REVISION OF ANNUAL CAPS; AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter of advice from Astrum to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 26 of this circular. The letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 12 to 13 of this circular.

A notice convening the EGM to be held at Room I-II, 3/F, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong at 2:45 p.m. on 23 June 2017 (or immediately after the conclusion of the annual general meeting which is to be held on the same day and at the same place at 2:30 p.m., whichever is earlier) is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). 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 (as the case may be) should you so desire. In such event, the instrument appointing a proxy will be deemed to be revoked.

5 June 2017

Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	12
LETTER FROM ASTRUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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

"Announcement" the announcement of the Company dated 15 May 2017 in relation to the Revised HAP Agreement

"associates" has the meaning ascribed to it under the Listing Rules

"Astrum" or "Independent Financial Adviser"

Astrum Capital Management Limited, a corporation licensed by the SFC to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Revised HAP Agreement and the transactions contemplated thereunder

"Board" the board of Directors

"Commencement Date" the date of approval of the Revised HAP Agreement at the

EGM to be held and convened

"Company" Suncity Group Holdings Limited (formerly known as Sun Century Group Limited), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1383)

"connected person(s)" has the meaning ascribed to it under the Listing Rules "controlling shareholder" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting to be held and convened for the Independent Shareholders to consider, and if thought fit, to approve the ordinary resolution in respect of the Revised HAP Agreement

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

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"Hotel Accommodation Products" the provision of hotel accommodation and related services

"Independent Board Committee" the independent board committee, comprising all the

independent non-executive Directors, namely Mr. Tou Kin Chuen, Dr. Wu Kam Fun Roderick and Mr. Lo Wai Tung John, established to make recommendations to the Independent Shareholders in respect of the Revised HAP Agreement and the transactions contemplated thereunder

"Independent Shareholder(s)" Shareholder(s) other than Mr. Chau and his associates

"Initial Term" the period from the commencement date of the Original HAP Agreement, being 31 March 2017, on which the Original HAP Agreement was approved by the Independent Shareholders at the relevant extraordinary general meeting of the Company, to 31 December 2017

"Latest Practicable Date" 1 June 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Macau" the Macao Special Administrative Region of the PRC

"Mr. Chau" Mr. Chau Cheok Wa, the Chairman of the Company and an executive Director, and the controlling shareholder of the Company

"New Annual Caps" the revised annual cap amount of HK$420 million proposed

by the Company for the Initial Term and the additional annual caps of HK$570 million and HK$590 million for the years ending 31 December 2018 and 31 December 2019, respectively, under the Revised HAP Agreement

"Original Annual Cap" the existing annual cap amount of HK$120,000,000 in relation

to the transactions contemplated under the Original HAP Agreement for the Initial Term

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