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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares or other securities in the Company.

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) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN AND SHAREHOLDER'S LOAN OWED BY STAR ADMIRAL LIMITED INVOLVING ISSUE OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE 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 43 to 97 of this circular. The letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 42 of this circular.

A notice convening the EGM to be held at Meeting Room 1-2, 38/F., Holiday Inn Express Hong Kong SoHo, 83 Jervois Street, Sheung Wan, Hong Kong at 3:30 p.m. on 21 November 2017 is set out on pages EGM-1 to EGM-3 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 branch share registrar and transfer office of the Company, 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.

1 November 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . 42 LETTER FROM ASTRUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 APPENDIX I - VALUATION REPORT ON THE PROJECTCO . . . . . . . . . . . . . . . I-1 APPENDIX II - REPORT FROM DELOITTE TOUCHE TOHMATSU . . . . . . . . . . II-1 APPENDIX III - LETTER FROM OPTIMA CAPITAL LIMITED. . . . . . . . . . . . . . . III-1 APPENDIX IV - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1 NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

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

"Acquisition" the sale and purchase of the Sale Shares and the Sale Loan in accordance with the terms and conditions of the Acquisition Agreement

"Acquisition Agreement" the Acquisition Agreement dated 27 July 2017 entered into

among the Purchaser, the Vendor and the Guarantor in respect of the Acquisition

"Alpha Era" Alpha Era Investments Limited, a company incorporated in the BVI and wholly owned by an Independent Third Party with limited liability

"Announcement" the announcement of the Company dated 27 July 2017 in relation to among other things, the Acquisition Agreement

"associate(s)" 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 l (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 with the approval of the Independent Board Committee for the purpose of advising the Independent Board Committee and the Independent Shareholders in respect of the Acquisition Agreement and the transactions contemplated thereunder

"Board" the board of Directors

"Business Day" a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

"BVI" the British Virgin Islands

"Casino" the casino to be established under the Project

"Company" Suncity Group Holdings 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)

"Completion" completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Consideration" the consideration payable by the Company for the Acquisition

pursuant to the Acquisition Agreement

"controlling shareholder" has the meaning ascribed to it under the Listing Rules "Conversion Price" HK$0.90 per Conversion Share for the Convertible Bonds

(subject to adjustments)

"Conversion Shares" a maximum of 330,000,000 new Shares which may fall to be

allotted and issued upon conversion of the Convertible Bonds at the initial Conversion Price

"Convertible Bonds" the convertible bonds to be issued by the Company to the

Vendor (or as it may direct in writing) for settlement of the Consideration

"Director(s)" the director(s) of the Company

''Enlarged Group'' the Group as enlarged by the Acquisition

"EGM" the extraordinary general meeting of the Company to be held and convened for the Independent Shareholders to consider, and if thought fit, to approve the ordinary resolution in respect of the Acquisition Agreement and the transactions contemplated thereunder, including but not limited to the issue of Convertible Bonds and the allotment and issue of the Conversion Shares

"Fame Select" Fame Select Limited, a company incorporated in the BVI with limited liability and the controlling shareholder of the Company as at the Latest Practicable Date

"Group" the Company and its subsidiaries from time to time

Suncity Group Holdings Ltd. published this content on 01 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 November 2017 00:07:07 UTC.

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