CASH Financial Services Group Limited — Proxy Solicitation & Information Statement 2012

Apr 11, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in CASH Financial Services Group Limited (“Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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CASH FINANCIAL SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability) (Stock code: 510)

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Salon 6, Level III, JW Marriott Hotel Hong Kong, 88 Queensway, Hong Kong on 21 May 2012, Monday, at 9:30 am is set out on pages 17 to 20 of this circular. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish and in such event, the proxy shall be deemed to be revoked.

12 April 2012

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
A.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
B.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
C.	Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . .	7
D.	Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
E.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
F.	Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
G.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix	— Details of the retiring Directors proposed to be re-elected at
	the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “AGM”

• the annual general meeting of the Company to be held at Salon 6, Level III, JW Marriott Hotel Hong Kong, 88 Queensway, Hong Kong on 21 May 2012, Monday, at 9:30 am

• “Annual Report” the 2011 annual report of the Company

• “Board” the board of Directors

• “CIGL”

• Celestial Investment Group Limited, a company incorporated in the British Virgin Islands with limited liability, a wholly-owned subsidiary of Net2Gather and the substantial Shareholder

• “Company”

• CASH Financial Services Group Limited (stock code: 510), a company incorporated in Bermuda with limited liability and whose Shares are listed on the main board of the Stock Exchange

• “Director(s)” director(s) of the Company

• “Group” the Company and its subsidiaries

• “Latest Practicable Date”

• 5 April 2012, being the latest practicable date prior to the printing of this circular

• “Listing Rules”

• The Rules Governing the Listing of Securities on the Stock Exchange

• “Net2Gather”

• Net2Gather (China) Holdings Limited (stock code: 1049), a company incorporated in Bermuda with limited liability and whose shares are listed on the main board of the Stock Exchange, and the indirect substantial Shareholder

• “Repurchase Mandate”

• a general mandate to repurchase its fully paid up Shares

• “Scheme Mandate Limit”

• the maximum number of Shares which may be issued upon the exercise in full of options available to be granted by the Directors on behalf of the Company from time to time under the Share Option Scheme and any other share option scheme(s) of the Company

– 1 –

DEFINITIONS

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share Issue Mandate” a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares during the period up to a maximum of 20% of the issued share capital of the Company as at the date of the passing of the resolution approving the Share Issue Mandate

• “Share Option Scheme” the share option scheme of the Company adopted by the Shareholders at the special general meeting held on 22 February 2008 (which took effect on 3 March 2008)

• “Share(s)” share(s) of HK$0.02 each in the share capital of the Company

• “Shareholder(s)” shareholder(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” Hong Kong Code on Takeovers and Mergers

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

• “%” per cent

– 2 –

LETTER FROM THE BOARD

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CASH FINANCIAL SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 510)

Executive Directors KWAN Pak Hoo Bankee CHAN Chi Ming Benson LAW Ping Wah Bernard CHENG Man Pan Ben CHENG Pui Lai Majone

Independent Non-executive Directors CHENG Shu Shing Raymond LO Kwok Hung John LO Ming Chi Charles

Registered Office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business 21/F Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

12 April 2012

To Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with:

• (a) information on the proposal to grant to the Directors the Repurchase Mandate which is required under rule 10.06(1)(a)(iii) of the Listing Rules to be approved by Shareholders by a specific or general approval;

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LETTER FROM THE BOARD

• (b) information on the proposal to grant to the Directors the Share Issue Mandate;

• (c) information on the refreshment of the Scheme Mandate Limit which is required under rule 17.03(3) of the Listing Rules to be approved by Shareholders in general meeting;

• (d) information on the re-election of the retiring Directors; and

• (e) the notice of the AGM at which ordinary resolutions will be proposed to approve, inter alia, the Repurchase Mandate, the Share Issue Mandate, the refreshment of the Scheme Mandate Limit and the re-election of the retiring Directors.

A. REPURCHASE MANDATE

Pursuant to the general mandate approved by the Shareholders at the annual general meeting of the Company held on 18 May 2011, the Directors are authorised to exercise the powers of the Company to repurchase up to 358,825,053 Shares. Under the Listing Rules, such general mandate will lapse at the conclusion of the AGM. The Company is proposing an ordinary resolution at the AGM for granting the general mandate to the Directors to repurchase Shares up to 10% of the issued Shares of the Company as at the date of passing the resolution.

This circular contains all the information in relation to the Repurchase Mandate required pursuant to the Listing Rules which is set out as follows:

1. Reason for Share Repurchase

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

The exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital and gearing position of the Company as compared with that disclosed in its most recent published audited accounts as at 31 December 2011. However, the Directors will not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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LETTER FROM THE BOARD

2. Share Capital

As at the Latest Practicable Date, the Company has 3,919,061,588 Shares in issue or issued share capital of HK$78,381,231.76.

Assuming that no further Shares will be issued or purchased prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 391,906,158 Shares (representing 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution) representing share capital of HK$7,838,123.16 being repurchased by the Company. Such Repurchase Mandate, if passed, will continue in force until the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein or the revocation of the Repurchase Mandate by an ordinary resolution of the Shareholders.

3. Funding of Repurchase

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the applicable laws of Bermuda. The Directors propose that the repurchase of Shares under the Repurchase Mandate will be financed from the Company’s internal resources.

4. Marketing Prices

The highest and lowest prices at which the Shares have been traded as quoted on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2011
March	0.500	0.391
April	0.441	0.391
May	0.460	0.395
June	0.580	0.179
July	0.215	0.172
August	0.181	0.111
September	0.125	0.088
October	0.158	0.086
November	0.170	0.107
December	0.117	0.096
2012
January	0.112	0.098
February	0.147	0.102
March	0.125	0.103
April (up to the Latest Practicable Date)	0.103	0.096

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LETTER FROM THE BOARD

5. Share Repurchases Made by the Company

During the previous 6 months prior to the date of this circular, the Company had not repurchased, sold or redeemed any of the listed securities of the Company.

6. General

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

If as a result of a share repurchase a Shareholder’s proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code.

As at the Latest Practicable Date, CIGL (the substantial Shareholder) and the parties acting in concert with it (has the meaning ascribed thereto under the Takeovers Code) which include Cash Guardian Limited (a company controlled by Mr Kwan Pak Hoo Bankee, the Chairman of the Company), Mr Kwan Pak Hoo Bankee, Mr Law Ping Wah Bernard and Mr Ng Kung Chit Raymond and their associates collectively were interested in 1,758,342,749 Shares, representing approximately 44.87% of the issued share capital of the Company. In the event that the Directors exercised the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the interest of CIGL and the parties acting in concert with it together with their associates in the Company would be increased to approximately 49.85% of the issued share capital. In this case, such increase may give rise to an obligation of CIGL to make a mandatory general offer under rules 26 and 32 of the Takeovers Code. However, the Directors have no intention to exercise the Repurchase Mandate to such an extent that it will trigger the mandatory general offer under rules 26 and 32 of the Takeovers Code. The number of Shares held by the public will still be maintained at above 25% of the total number of Shares in issue in the event of exercise of the Repurchase Mandate in full.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

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LETTER FROM THE BOARD

B. SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 18 May 2011, a general mandate was given by the Company to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the resolution and such general mandate was extended by adding to it the aggregate nominal amount of any Shares repurchased by the Company under the authority to repurchase Shares granted on that date. Such general mandate will also lapse at the conclusion of the AGM.

The Board proposes to seek Shareholder’s approval at the AGM to grant to the Directors the Share Issue Mandate. As at the Latest Practicable Date, the Company has an aggregate of 3,919,061,588 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Share Issue Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Share Issue Mandate to issue and allot up to 783,812,317 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date. At the AGM, an ordinary resolution will also be proposed for authorising an extension of the limit of the Share Issue Mandate so granted by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, if grant.

C. REFRESHMENT OF THE SCHEME MANDATE LIMIT

Pursuant to rule 17.03(3) of the Listing Rules, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not exceed 30% of the Shares in issue from time to time.

Pursuant to rule 17.03(3) of the Listing Rules, the Scheme Mandate Limit may not exceed 10% of the Shares in issue as at the date of approval or adoption of that limit by Shareholders. The Scheme Mandate Limit may be refreshed by Shareholders in general meeting from time to time.

The current share option scheme of the Company is the Share Option Scheme (which was adopted on 22 February 2008 and took effect on 3 March 2008). As at the Latest Practicable Date, 3,919,061,588 Shares were in issue and a total of 653,400,000 options with rights to subscribe up to 653,400,000 Shares, representing 16.67% of the issued share capital of the Company as at the Latest Practicable Date, have been granted under the Share Option Scheme and remained outstanding.

At the last annual general meeting of the Company held on 18 May 2011, the Scheme Mandate Limit was refreshed by the Shareholders and the Company is allowed to grant options entitling holders thereof to subscribe for up to 358,825,053 Shares. Since the latest refreshment of the Scheme Mandate Limit and up to the Latest Practicable Date, no options have been granted and the Scheme Mandate Limit has not been utilised.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional upon (i) approval by Shareholders by an ordinary resolution at the AGM; and (ii) the Stock Exchange granting approval for the listing of and permission to deal in the option Share(s) to be issued pursuant to the exercise of options to be granted under the Scheme Mandate Limit. Options previously granted under the share option scheme(s) of the Company (including those outstanding, cancelled, lapsed in accordance with the scheme(s) or exercised options) will not be counted in the Scheme Mandate Limit as refreshed.

Assuming no further allotment and issue of Shares and/or repurchase of Shares up to the date of the AGM, the Scheme Mandate Limit (upon the approval of the refreshment by the Shareholders at the AGM) will allow the Company to grant options entitling holders thereof to subscribe for up to 391,906,158 Shares, being 10% of the Shares then in issue as at the date of the AGM.

Despite the fact that the Scheme Mandate Limit has not been utilised, the number of Shares in issue has been increased since the last annual general meeting the Company. The Directors would like to take this opportunity to seek the approval of the Shareholders to refresh the Scheme Mandate Limit so as to obtain a higher limit and retain the flexibility for the Board to make new grant of options under the Share Option Scheme as the Board may consider appropriate from time to time. It will allow the Company to attract potential employees to join the Group and to provide incentives to and to retain the existing employees of the Group which is in the interests of the Group.

Application will be made to the Stock Exchange by the Company for the approval of the listing of and permission to deal in the Shares, representing a maximum of 10% of the Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit, which may be issued pursuant to the exercise of the options under the Share Option Scheme and any other share option scheme(s) of the Company.

D. RE-ELECTION OF THE RETIRING DIRECTORS

The following Directors shall retire and, being eligible, offer themselves for re-election at the AGM:

• (i) Mr Kwan Pak Hoo Bankee and Mr Cheng Man Pan Ben, being executive Directors, shall retire at least once in every 3 years at the annual general meeting of the Company in accordance with the Company’s bye-laws and corporate governance code;

• (ii) Ms Cheng Pui Lai Majone, being newly appointed executive Director, shall retire at the annual general meeting of the Company in accordance with the bye-laws of the Company; and

• (iii) Mr Cheng Shu Shing Raymond, Mr Lo Kwok Hung John and Mr Lo Ming Chi Charles, being independent non-executive Directors, shall retire at the annual general meeting of the Company in each year in accordance with their terms of office of directorship.

Particulars of Directors proposed to be re-elected at the AGM are set out in appendix of this circular.

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LETTER FROM THE BOARD

E. AGM

Notice of the AGM containing the proposed ordinary resolutions to approve, inter alia, the Repurchase Mandate, the Share Issue Mandate, the refreshment of the Scheme Mandate Limit and the re-election of the retiring Directors is set out on pages 17 to 20 of this circular for your consideration and approval. All the resolutions will be voted by way of poll at the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to be present at the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by no less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish and in such event, the proxy shall be deemed to be revoked.

F. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the correspondence address of the Company at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kong Kong during normal business hours from the date of this circular up to and including the date of the AGM:-

• (a) the memorandum of association and the bye-laws of the Company; and

• (b) the annual report of the Company for the year ended 31 December 2011.

G. RECOMMENDATION

The Directors believe that the Repurchase Mandate, the Share Issue Mandate, the refreshment of the Scheme Mandate Limit and the re-election of the retiring Directors are in the interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant ordinary resolutions at the AGM.

On behalf of the Board Bankee P. Kwan Chairman

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr Bankee Pak-hoo KWAN

Chairman and Executive Director

• (a) Mr Kwan, aged 52, joined the Board on 11 August 2000.

• (b) Mr Kwan is in charge of the overall business strategy of the Group. He is also a member of the Remuneration Committee of the Company.

• (c) Mr Kwan joined Net2Gather’s board on 9 March 1998. He is the Chairman and an executive director of Net2Gather, and also a member of the remuneration committee of Net2Gather. Save as disclosed above, Mr Kwan has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Mr Kwan has extensive experience in corporate management, strategic planning, marketing management, financial advisory and banking. He graduated from The Murdoch University of Perth, Australia with a Master Degree in Business Administration, and from The Chinese University of Hong Kong with a Bachelor Degree in Business Administration. Mr Kwan is a fellow of the Institute of Financial Accountants of the United Kingdom and a member of the Hong Kong Securities Institute. Mr Kwan is also a Certified Professional Marketer (Hong Kong) of Hong Kong Institute of Marketing and a member of Hong Kong Institute of Marketing.

• (e) There is no service contract entered into between the Company and Mr Kwan. Mr Kwan is not appointed for a specific term but he is subject to retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Company’s bye-laws and the corporate governance code.

• (f) Mr Kwan is also the substantial Shareholder and the brother of Mr Kwan Pak Leung Horace, being a senior management of the Company. Save as disclosed herein, Mr Kwan has no other relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Kwan has the following interests as at the Latest Practicable Date:

• (i) corporate interest of 1,725,160,589 Shares; and

• (ii) personal interest of options with rights to subscribe for 22,000,000 Shares at an exercise price of HK$0.2764 per Share.

Details of such interests are also disclosed in the heading “Directors’ Interests in Securities” in the Directors’ report of the Annual Report.

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (h) Mr Kwan is currently entitled to a monthly salary of HK$10,000, plus year-end discretionary bonus which will depend on his working performance.

• (i) Mr Kwan was a director of Celestial (International) Securities & Investment Limited (“CISI”, a company incorporated in Hong Kong and was a then wholly-owned subsidiary of the Company) which was engaged in money lending. In 2003, a winding-up proceedings was made against CISI for an amount of HK$1,662,598.31 in relation to rental disputes. A winding-up order was made by the court and a liquidator was appointed to wind up CISI. CISI was dissolved by compulsory liquidation on 9 June 2009.

• (j) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Ben Man-pan CHENG

Executive Director

• (a) Mr Cheng, aged 42, joined the Board on 7 June 2004.

• (b) Mr Cheng is the managing director of China business development, and is responsible for the overall business development of the Group in China. He is a responsible officer of Celestial Securities Limited, Celestial Commodities Limited and CASH Asset Management Limited (all are wholly-owned subsidiaries of the Company and licensed corporations under the SFO to engage in type 1 (dealing in securities), type 2 (dealing in futures contracts) and type 9 (asset management) regulated activities respectively).

• (c) Mr Cheng has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Mr Cheng has extensive experience in auditing, accounting, financial controlling and project management. Mr Cheng graduated from The City University of Hong Kong with a Bachelor Degree in Accountancy. He has been admitted as a fellow member of The Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.

• (e) Mr Cheng has entered into a service contract with the Company for a term of two years commencing from 7 June 2004 and will continue thereafter until termination by three months’ notice in writing served by either party on the other. Mr Cheng is also subject to retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Company’s bye-laws and the corporate governance code.

• (f) Mr Cheng has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (g) Within the meaning of Part XV of the SFO, Mr Cheng is personally interested in 29,337,000 Shares and options with rights to subscribe for 16,500,000 and 11,000,000 Shares at an exercise price of HK$0.1335 per Share and HK$0.2764 per Share respectively as at the Latest Practicable Date.

• (h) Mr Cheng is entitled to a monthly salary of HK$94,840, plus year-end discretionary bonus which will depend on his working performance, as specified in his service contract with the Company.

• (i) Mr Cheng was a director of Celestial (International) Securities & Investment Limited (“CISI”, a company incorporated in Hong Kong and was a then wholly-owned subsidiary of the Company) which was engaged in money lending. In 2003, a winding-up proceedings was made against CISI for an amount of HK$1,662,598.31 in relation to rental disputes. A winding-up order was made by the court and a liquidator was appointed to wind up CISI. CISI was dissolved on 9 June 2009.

• (j) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Ms Majone Pui-lai CHENG

Chief Operating Officer

• (a) Ms Cheng, aged 39, joined the Board on 1 June 2011.

• (b) Ms Cheng is in charge of the overall operations of the Group. She is a responsible officer of Celestial Securities Limited and Celestial Commodities Limited (both are wholly-owned subsidiaries of the Company and licensed corporations under the SFO to engage in type 1 (dealing in securities) and type 2 (dealing in futures contracts) regulated activities respectively).

• (c) Ms Cheng has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Ms Cheng has extensive relevant experiences in the financial services industry. She graduated from The University of London, United Kingdom with a Master Degree of Science in Financial Management and from The University of Hong Kong with a Bachelor Degree in Economics.

• (e) Ms Cheng has entered into a service contract with the Company for a term of two years commencing from 1 June 2011 and will continue thereafter until termination by three months’ notice in writing served by either party on the other. Ms Cheng is also subject to retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Company’s bye-laws and the corporate governance code.

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (f) Ms Cheng has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Ms Cheng is personally interested in options with rights to subscribe for 5,500,000 Shares at an exercise price of HK$0.2764 per Share as at the Latest Practicable Date.

• (h) Ms Cheng is currently entitled to a monthly salary of HK$52,700, plus year end discretionary bonus which will depend on his working performance as specified in his service contract with the Company.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Raymond Shu-shing CHENG

Independent Non-executive Director

• (a) Mr Cheng, aged 56, joined the independent Board on 18 September 2002.

• (b) Mr Cheng is also the chairman of the Audit Committee and the Remuneration Committee of the Company.

• (c) Mr Cheng has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Mr Cheng has extensive experience in watch manufacturing industry and is the managing director of a watch manufacturing and trading company in Hong Kong. He is a honorary fellow of The Professional Validation Centre of Hong Kong Business Sector and a member of Young Industrialists Council Ltd. Mr Cheng was the winner of The Young Industrialist Awards for the year 1992 and a member of The Watches and Clocks Advisory Committee of Hong Kong Trade Development Council. He was the chairman of The Federation of Hong Kong Watch Trades and Industries Limited and is currently an advisor of the federation.

• (e) There is no service contract entered into between the Company but an appointment letter was signed between the Company and Mr Cheng. The term of office of Mr Cheng is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Cheng is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

• (f) Mr Cheng has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

– 13 –

APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (g) Within the meaning of Part XV of the SFO, Mr Cheng is personally interested in options with rights to subscribe for 2,750,000 Shares at an exercise price of HK$0.2764 per Share as at the Latest Practicable Date.

• (h) Mr Cheng was not entitled to any director’s fee for the year ended 31 December 2011. Mr Cheng’s remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr John Kwok-hung LO

Independent Non-executive Director

• (a) Mr Lo, aged 53, joined the independent Board on 27 September 2005.

• (b) Mr Lo is a member of the Audit Committee of the Company.

• (c) Mr Lo has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Mr Lo has extensive experience in the accounting, auditing and finance field and is the managing partner of a certified public accounting firm in Hong Kong. He graduated from The Oklahoma City University, US with a Master Degree in Business Administration and from The University of London, United Kingdom with a Bachelor Degree in Laws. Mr Lo is a fellow of The Association of Chartered Certified Accountants. Mr Lo is also a Certified Financial Consultant of US.

• (e) There is no service contract entered into between the Company and Mr Lo but an appointment letter was signed between the Company and Mr Lo. The term of office of Mr Lo is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Lo is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

• (f) Mr Lo has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Lo is personally interested in 2,095,500 Shares and options with rights to subscribe for 2,750,000 Shares at an exercise price of HK$0.2764 per Share as at the Latest Practicable Date.

• (h) Mr Lo was entitled to a director’s fee of HK$150,000 for the year ended 31 December 2011. Mr Lo’s remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Charles Ming-chi LO

Independent Non-executive Director

• (a) Mr Lo, aged 62, joined the independent Board on 27 October 2008.

• (b) Mr Lo is also a member of the Audit Committee and the Remuneration Committee of the Company.

• (c) Mr Lo has/had held the directorships in the following companies which are listed on the Stock Exchange:

• (i) Mr Lo is independent non-executive directors of Tak Sing Alliance Holdings Limited (stock code: 126) and New Environmental Energy Holdings Limited (formerly known as Hembly International Holdings Limited) (stock code: 3989);

• (ii) Mr Lo is executive directors of China Tycoon Beverage Holdings Limited (formerly known as Sewco International Holdings Limited) (stock code: 209) and New Island Printing Holdings Limited (stock code: 377);

• (iii) Mr Lo was an executive director of Sun Innovation Holdings Limited (stock code: 547) during the period from 21 July 2009 to 1 March 2010; and

• (iv) Mr Lo was an executive director, deputy chairman and chief executive officer of Poly Development Holdings Limited (now known as Beijing Yu Sheng Tang Pharmaceutical Group Limited) (stock code: 1141) during the period from 7 December 2000 to 19 November 2009.

Save as herein disclosed, Mr Lo has not held any directorship in other listed public company during the three years preceding the Latest Practicable Date.

• (d) Mr Lo has extensive professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries. He is a Certified Practising Accountant of the CPA Australia, and a fellow member of the Financial Services Institute of Australasia.

• (e) There is no service contract entered into between the Company and Mr Lo but an appointment letter was signed between the Company and Mr Lo. The term of office of Mr Lo is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Lo is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

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APPENDIX

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

• (f) Mr Lo has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Lo is personally interested in options with rights to subscribe for 5,500,000 Shares at an exercise price of HK$0.2764 per Share as at the Latest Practicable Date.

• (h) Mr Lo was entitled to a director’s fee of HK$150,000 for the year ended 31 December 2011. Mr Lo’s remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF AGM

==> picture [111 x 110] intentionally omitted <==

CASH FINANCIAL SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 510)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of CASH Financial Services Group Limited (“Company”) will be held at Salon 6, Level III, JW Marriott Hotel Hong Kong, 88 Queensway, Hong Kong on 21 May 2012, Monday, at 9:30 am for the following purposes:

1. To receive and consider the Financial Statements and the Reports of the Directors and the Auditor for the year ended 31 December 2011.

2. A. To re-elect the following retiring Directors of the Company for the ensuing year:

   • (i) Mr Kwan Pak Hoo Bankee

   • (ii) Mr Cheng Man Pan Ben

   • (iii) Ms Cheng Pui Lai Majone

   • (iv) Mr Cheng Shu Shing Raymond

   • (v) Mr Lo Kwok Hung John

   • (vi) Mr Lo Ming Chi Charles

3. B. To authorise the Directors to fix the Directors’ remuneration.

4. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Directors to fix its remuneration.

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NOTICE OF AGM

As special businesses, to consider and, if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:

1. A. “ THAT

2. (a) subject to paragraph A(c), 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 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;

3. (b) the approval in paragraph A(a) shall authorise the Directors of the Company during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the approval in paragraph A(a), otherwise than pursuant to a Rights Issue (as hereinafter defined) or any option scheme or similar arrangement for the time being adopted for the grant or issue to participants of the Company, its subsidiaries, and its ultimate holding company (if any) which is also listed on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and its subsidiaries, of shares or right to acquire shares in the Company shall not exceed 20% 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

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

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

2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

3. 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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NOTICE OF AGM

“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) subject to paragraph B(b), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares in the Company may be listed and 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 Rules Governing the Listing of Securities on the Stock Exchange or on any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares in the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph B(a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing 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:

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

2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

3. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF AGM

• C. “ THAT conditional upon resolutions nos. 4A and 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 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.”

• “ THAT conditional on the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares in the Company to be issued pursuant to the exercise of any options to be granted under the existing share option scheme and any other share option scheme(s) of the Company, the Directors be and are hereby authorised, at their absolute discretion, to grant options to the extent that the shares in the Company issuable upon the full exercise of all options shall not be more than 10% of the issued share capital of the Company as at the date of this resolution.”

By order of the Board Suzanne W S Luke Company Secretary

Hong Kong, 12 April 2012

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed.

2. In order to be valid, the form of proxy must be deposited at the correspondence address of the Company at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The biographical details of Mr Kwan Pak Hoo Bankee, Mr Cheng Man Pan Ben, Ms Cheng Pui Lai Majone, Mr Cheng Shu Shing Raymond, Mr Lo Kwok Hung John and Mr Lo Ming Chi Charles, being Directors proposed to be re-elected at the forthcoming annual general meeting, are provided in this circular.

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