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Orientai7'City Group

Orientai City Group Holdings Limited JJifl itJ

( Incorporated in the Cayman lslands with limited liability)

(Stock Code: 8325)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annuai Generai Meeting of Orientai City Group Hoidings Limited (the "Company'') will be heid at Unit 3202, Citicorp Centre, 18 Whitfieid Road, Causeway Bay, Hong Kong, on Friday, 2 August 2013 at 11:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

l. To receive and adopt the audited financiai statements of the Company and the Reports of the

Directors and the Auditors for the year ended 31 March 2013.

2. (i) To re-eiect Mr. Zhang Huaqiao as a non-executive Director;

(ii) To re-eiect Mr. Lee Kin Fai as an independent non-executive Director;

(iii) To re-eiect Mr. Chow King Lok as an independent non-executive Director; (iv) To appoint Mr. Wang Yiming as an independent non-executive Director;

(v) To appoint Mr. Lu Dongcheng as an independent non-executive Director; and

(vi) To authorize the remuneration committee of the Company to fix the remuneration of the

Directors.

3. To re-appoint Mazars CPA Limited as the auditors of the Company to hoid office untii the conclusion of the next annuai generai meeting of the Company and to authorise the Board of Directors of the Company to fix their remuneration.

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AS SPECIAL BUSINESS

4. To consider, and if thought fit, pass with or without amendments, the following resolutions as
Ordinary Resolutions:-

ORDINARY RESOLUTIONS

A. "THAT:
(a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme or similar arrangement of the Company or the exercise of the subscription rights under the share option scheme of the Company shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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 law to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."
B. "THAT:
(a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed
10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) 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 law to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

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C. "THAT conditional upon resolution no. 4B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 4B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no.4A above."
By Order of the Board

Mr. Cheng Nga Ming Vincent

Chairman

Hong Kong, 28 June 2013

Principal Place of Business in Hong Kong:

Unit 3202, Citicorp Centre
18 Whitfield Road, Causeway Bay
Hong Kong

Notes:

l. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. A form of proxy for the meeting is enclosed herewith. Completion and return of the form of proxy will not preclude a member from attending the meeting if he/she so wishes. In the event that a member who has lodged a form of proxy attends the meeting, his/her form of proxy will be deemed to have been revoked.

3. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at Union Registrars Limited, the Hong Kong share registrar of the Company, at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof.

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cheng Nga Ming Vincent and Ms. Cheng Nga Yee; one non-executive Director, namely Mr. Zhang Huaqiao, and three independent non-executive Directors, namely Mr. Chan Chun Wai, Mr. Lee Kin Fai and Mr. Chow King Lok.

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