Newtree : Notice of Annual General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

友川集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2017;

2. To re-elect retiring directors and to authorise the board of directors (the "Board") to fix their remuneration;

3. To re-appoint Moore Stephens CPA Limited as auditor of the Company and to authorise the Board to fix its remuneration;

4. To consider as special business and, if thought fit, pass the following resolution as an ordinary resolution:

   "THAT:

5. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with unissued shares (the "Shares") of the Company (or securities convertible or exchangeable into Shares, or options, warrants or similar rights to subscribe for any shares), and/or to make or grant offers, agreements and options, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

6. the approval in paragraph (a) of this resolution shall authorise the directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

7. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

8. a Rights Issue (as hereinafter defined);

9. the grant or exercise of any options granted under the existing share option scheme of the Company or any other option scheme, or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company;

10. any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum and articles of association (the "Articles") of the Company in force from time to time; or

11. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

    shall not exceed the aggregate of 20 per cent of the aggregate number of Shares in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

12. for the purposes of this resolution:

    "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

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

14. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any other applicable laws including, without limitation, laws of the Cayman Islands to be held; and

15. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors by this resolution;

    "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

16. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:

    "THAT:

17. subject to paragraph (b) of this resolution, the exercise by the directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase the Shares (or securities convertible into the Shares) on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

18. the aggregate number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the aggregate number of Shares in issue as at the date of the passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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

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

21. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any other applicable laws (including, without limitations laws of the Cayman Islands) to be held; or

22. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors by this resolution."

23. To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions numbered 4 and 5 set out in this notice of AGM, the authority granted to the directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares of the Company pursuant to resolution numbered 4 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted by the directors pursuant to resolution numbered 4 an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue at the date of passing of this resolution."

By Order of the Board

Newtree Group Holdings Limited Wong Wai Sing

Chairman and Executive Director

Hong Kong, 10 July 2017

Registered office:

Cricket Square Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111 Cayman Islands

Headquarter:

Flat L, 12th Floor

Macau Finance Centre Rua de Pequim

Macau

Principal place of business in Hong Kong:

Suites 2804-07, 28/F Shui On Centre

6-8 Harbour Road Wanchai, Hong Kong