CIFI Holdings (Group) Co. Ltd. — Proxy Solicitation & Information Statement 2017

Mar 20, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 CIFI Holdings (Group) Co. Ltd. , you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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.

==> picture [68 x 29] intentionally omitted <==

==> picture [47 x 33] intentionally omitted <==

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2017 ANNUAL GENERAL MEETING

A notice convening the 2017 AGM (as defined on page 1 of this circular) of CIFI Holdings (Group) Co. Ltd. to be held at Hennessy Room, 7/F., Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 21 April 2017 at 10:00 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the 2017 AGM is enclosed with this circular.

Whether or not you are able to attend the 2017 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the 2017 AGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2017 AGM should you so wish.

Hong Kong, 20 March 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	2017 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Details of Directors proposed to be re-elected . . . . . . . . . . . . .		11
Notice of 2017 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

DEFINITIONS

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

• “2017 AGM” the annual general meeting of the Company to be held at Hennessy Room, 7/F., Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 21 April 2017 at 10:00 a.m. or any adjournment thereof

• “Articles of Association” the articles of association of the Company as amended, supplemented or otherwise modified from time to time

• “associate” has the same meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Companies Law” the Companies Law Cap. 22 of the Cayman Islands and any amendments or other statutory modifications thereof

• “Company”

• CIFI Holdings (Group) Co. Ltd., an exempted company incorporated with limited liability in the Cayman Islands on 20 May 2011, the Shares of which are listed on the Main Board of the Stock Exchange

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

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 14 March 2017, being the latest practicable date prior to printing of this circular for ascertaining certain information referred to in this circular prior to its publication

• “Listing Rules”

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

– 1 –

DEFINITIONS

“PRC”

• “Repurchase Mandate”

• “Repurchase Resolution”

• “RMB”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Share Issue Mandate”

• “Share Repurchase Rules”

• the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

• a general mandate proposed to be granted to the Directors at the 2017 AGM to exercise the power of the Company to repurchase, during the period as set out in the Repurchase Resolution, Shares up to a maximum of 10% of the total issued Shares as at the date of passing the Repurchase Resolution

• the proposed ordinary resolution as referred to in ordinary resolution no. 6 of the notice of the 2017 AGM

• Renminbi, the lawful currency of the PRC

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

• the ordinary shares of HK$0.10 each in the share capital of the Company, or, if there has been a sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, the shares forming part of the ordinary equity share capital of the Company or such nominal amount as shall result from any such sub-division, reduction, consolidation, reclassification or reconstruction

• the registered holder(s) of the Shares

• a general mandate proposed to be granted to the Directors at the 2017 AGM to exercise the power of the Company to allot, issue and deal with Shares, during the period as set out in the proposed ordinary resolution as referred to in ordinary resolution no. 5, Shares up to a maximum of 20% of the total issued Shares as at the date of passing of the resolution approving the Share Issue Mandate

• the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

– 2 –

DEFINITIONS

“Stock Exchange” “Takeovers Code” “%”

The Stock Exchange of Hong Kong Limited the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended, supplemented or otherwise modified from time to time per cent.

– 3 –

LETTER FROM THE CHAIRMAN

==> picture [68 x 29] intentionally omitted <==

==> picture [47 x 33] intentionally omitted <==

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

Executive Directors: Mr. LIN Zhong (Chairman) Mr. LIN Wei (Vice-chairman) Mr. LIN Feng (Chief Executive Officer)

Independent Non-Executive Directors: Mr. GU Yunchang Mr. ZHANG Yongyue Mr. TAN Wee Seng

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Principal Place of Business in Hong Kong: Suites 2002–2003 20th Floor One Pacific Place 88 Queensway Hong Kong 20 March 2017

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2017 ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the 2017 AGM and more information regarding certain ordinary resolutions to be proposed at the 2017 AGM, including but not limited to (a) the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate; and (b) the re-election of retiring Directors who offer themselves for re-election; and to seek your approval of the relevant ordinary resolutions relating to these matters at the 2017 AGM.

– 4 –

LETTER FROM THE CHAIRMAN

2. GENERAL MANDATE TO ISSUE SHARES

On 27 April 2016, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to exercise the power of the Company to issue Shares. Such mandate will lapse at the conclusion of the 2017 AGM. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the 2017 AGM.

As at the Latest Practicable Date, the total issued Shares comprised 6,756,021,600 Shares. Subject to the passing of the resolution approving the Share Issue Mandate and assuming that there is no change in the issued Shares between the period from the Latest Practicable Date and the date of passing the resolution, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate as at the date of passing the resolution will be 1,351,204,320 Shares, representing not more than 20% of the total issued Shares as at the date of passing the resolution.

In addition, a separate resolution will also be proposed for you to approve the extension of the Share Issue Mandate by adding to the total number of Shares which may be allotted and issued by the Directors pursuant to the Share Issue Mandate the number of Shares representing such number of Shares repurchased under the Repurchase Mandate.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolution nos. 5 and 7 respectively of the notice of the 2017 AGM.

3. GENERAL MANDATE TO REPURCHASE SHARES

On 27 April 2016, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to exercise the power of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the 2017 AGM. The Directors propose to seek your approval of the Repurchase Mandate to be proposed at the 2017 AGM.

As at the Latest Practicable Date, the total issued Shares comprised 6,756,021,600 Shares. Subject to the passing of the Repurchase Resolution and assuming that there is no change in the issued Shares between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 675,602,160 Shares, representing not more than 10% of the total issued Shares as at the date of passing the Repurchase Resolution.

An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix I to this circular.

– 5 –

LETTER FROM THE CHAIRMAN

4. RE-ELECTION OF THE RETIRING DIRECTORS

The board of Directors currently comprises six Directors, of which three are executive Directors, namely Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng; and three are independent non-executive Directors, namely Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng.

Pursuant to Article 16.18 of the Articles of Association, Mr. LIN Zhong and Mr. LIN Feng will retire by rotation at the 2017 AGM and, being eligible, offer themselves for re-election.

Details of the retiring Directors proposed to be re-elected at the 2017 AGM are set out in the Appendix II to this circular.

5. 2017 ANNUAL GENERAL MEETING

At the 2017 AGM, ordinary resolutions will be proposed to approve, inter alia, the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate and the re-election of retiring Directors who offer themselves for re-election. The notice of the 2017 AGM is set out on pages 13 to 17 of this circular.

To the best of the Directors’ knowledge, information and belief, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions to be proposed at the 2017 AGM.

6. ACTION TO BE TAKEN

A form of proxy for use at the 2017 AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the 2017 AGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2017 AGM should you so wish.

7. VOTING BY WAY OF POLL

Pursuant to Article 13.6 of the Articles of Association, all resolutions put to votes of the Shareholders at the 2017 AGM shall be decided on a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 6 –

LETTER FROM THE CHAIRMAN

8. RECOMMENDATION

The Directors believe that the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors who offer themselves for re-election, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favor of the relevant resolutions to be proposed at the 2017 AGM to give effect to them.

Yours faithfully, For and on behalf of CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the total issued Shares as at the date of passing the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total issued Shares comprised 6,756,021,600 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the 2017 AGM, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 675,602,160 Shares representing not more than 10% of the total issued Shares as at the date of passing the Repurchase Resolution.

2. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association, the Articles of Association, the applicable laws of Hong Kong, the Companies Law and the applicable laws of the Cayman Islands.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company’s annual report for the year ended 31 December 2016 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

4. SHARES PRICES

The monthly highest and lowest prices at which the Shares were traded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows:

		**Shares **	Traded Price
Year	Month	Highest Price	Lowest Price
		HK$	HK$
2016	March	1.93	1.55
	April	2.03	1.76
	May	1.88	1.67
	June	2.00	1.80
	July	2.03	1.88
	August	2.55	1.98
	September	2.70	2.37
	October	2.47	2.15
	November	2.35	2.17
	December	2.30	1.96
2017	January	2.23	2.07
	February	2.68	2.16
	March (from 1 March
	up to the Latest
	Practicable Date)	3.10	2.56

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and Articles of Association of the Company, the applicable laws of Hong Kong, the Companies Law and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

6. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date and according to the register of substantial shareholders’ interests in shares kept under section 336 of Part XV of the SFO, Mr. LIN Zhong, the executive Director and Chairman of the Company, was interested in an aggregate of 3,441,169,646 Shares, representing approximately 50.93% of the total issued Shares. Such 3,441,169,646 Shares comprise 6,456,000 Shares held by Mr. LIN Zhong, 2,259,037,975 Shares held by the LIN’s Family Trust of which Mr. LIN Zhong is one of the co-founders and 1,175,675,671 Shares held by the Sun Success Trust of which Mr. LIN Zhong is the sole founder. Mr. LIN Wei, the executive Director and Vice-chairman of the Company, was interested in an aggregate of 2,910,990,534 Shares, representing approximately 43.09% of the total issued Shares. Such 2,910,990,534 Shares comprise 2,259,037,975 Shares held by the LIN’s Family Trust of which Mr. LIN Wei is one of the co-founders and 651,952,559 Shares held by Eminent Talent Limited, a corporation wholly owned by Mr. LIN Wei. Mr. LIN Feng, the executive Director and Chief Executive Officer of the Company, was interested in an aggregate of 2,464,708,555 Shares, representing approximately 36.48% of the total issued Shares. Such 2,464,708,555 Shares comprise 2,259,037,975 Shares held by the LIN’s Family Trust of which Mr. LIN Feng is one of the co-founders and 205,670,580 Shares held by the Sun-Mountain Trust of which Mr. LIN Feng is the sole founder. Thus, Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng are together entitled to control the exercise of an aggregate of 4,298,792,785 Shares, representing approximately 63.63% of voting power of the Company.

Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the 2017 AGM, then, the interests in the Company of Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng together would be increased to approximately 70.70% of the total issued Shares. Save as aforesaid, the Directors currently are not aware of any consequence which will arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.

The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than the public float percentage of 25% of the total issued Shares.

7. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the biographical details of the Directors proposed to be re-elected at the 2017 AGM in accordance with the Articles of Association. Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of the following Directors who stand for re-election at the 2017 AGM:

Mr. LIN Zhong , aged 48, our founder, is the executive Director and Chairman of the Company. Mr. LIN Zhong has about 26 years of experience in the real estate business. He was appointed as Director on 20 May 2011, and is the chairman of the Nomination Committee and a member of the Remuneration Committee of the Company and is also a substantial shareholder of the Company and a director of certain subsidiaries of the Group. He was appointed as the vice chairman of Shanghai Population Welfare Foundation, the vice chairman of National Real Estate Chamber of Commerce and an honorary chairman of its Shanghai Sub-Chamber in 2013, the deputy chief council member of the Eighth Term of Council of Shanghai Real Estate Association and the rotating chairman of New Shanghai Businessman Federation in 2014, and an honorary chairman of Fujian Chamber of Commerce in Shanghai and the chairman of Xiamen Chamber of Commerce in Shanghai in 2016. Mr. LIN Zhong graduated from Xiamen University with a bachelor ‘s degree in economics. He further pursued and obtained an executive master of business administration degree from Cheung Kong Graduate School of Business. Mr. LIN Zhong is a brother of Mr. LIN Wei and Mr. LIN Feng. Mr. LIN Zhong is a director of Rosy Fortune Investments Limited (“Rosy Fortune”) and Ding Chang Limited which are the substantial Shareholders of the Company.

Mr. LIN Zhong entered into a service contract with the Company as an executive Director for a term of 3 years from 23 November 2012, which has been renewed for a term of further 3 years from 23 November 2015. He is also subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Articles of Association. Mr. LIN Zhong received emoluments in a total sum of RMB2,740,000 which comprised basic salaries and allowances of RMB2,641,000 and retirement benefit contributions of RMB99,000 for the year ended 31 December 2016, but he did not receive any director’s fee for the said year. The director’s emoluments of Mr. LIN Zhong were determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. LIN Zhong is interested in 6,456,000 Shares and 3,434,713,646 Shares through the discretionary trusts within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LIN Zhong (i) has not held any other positions with any members of the Group; (ii) is not related to any other director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. LIN Zhong has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as a Director.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. LIN Feng , aged 41, is the executive Director and Chief Executive Officer of the Company. He is also a substantial shareholder of the Company and a director of certain subsidiaries of the Group. Mr. LIN Feng has about 17 years of experience in the real estate business. He joined our Group in 2001 and was appointed as Director on 20 May 2011. He is currently the vice chairman of China Real Estate Chamber of Commerce, a council member of All-China Youth Federation, executive council member of Shanghai Youth Federation, executive council member of Shanghai Federation of Industry and Commerce (Commerce Chamber), council member of Shanghai Changning District Association of Industry and Commerce (Commerce Chamber), executive council member of Shanghai Putuo District Youth Federation, representative of Shanghai Putuo District People’s Congress, rotating chairman of the executive council of China Urban Realty Association and director of CIFI Charity Foundation. Mr. LIN Feng graduated from Xiamen University with a bachelor’s degree in economics and further obtained a master of business administration degree from the University of Dundee. Mr. LIN Feng is a brother of Mr. LIN Zhong and Mr. LIN Wei. Mr. LIN Feng is a director of Rosy Fortune which is the substantial shareholder of the Company.

Mr. LIN Feng entered into a service contract with the Company as an executive Director for a term of 3 years from 23 November 2012, which has been renewed for a term of further 3 years from 23 November 2015. He is also subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the Articles of Association. Mr. LIN Feng received emoluments in a total sum of RMB5,582,000 which comprised basic salaries and allowances of RMB3,293,000, equity-settled share-based payment of RMB579,000, discretionary bonus of RMB1,611,000 and retirement benefit contributions of RMB99,000 for the year ended 31 December 2016, but he did not receive any director ‘s fee for the said year. The director’s emoluments of Mr. LIN Feng were determined by the board of Directors based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. LIN Feng has interest in share options granted to subscribe for 5,800,000 Shares under the Company’s share option scheme and 2,464,708,555 Shares through the discretionary trusts within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LIN Feng (i) has not held any other positions with any members of the Group; (ii) is not related to any other director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. LIN Feng has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as a Director.

– 12 –

NOTICE OF 2017 ANNUAL GENERAL MEETING

==> picture [68 x 29] intentionally omitted <==

==> picture [47 x 33] intentionally omitted <==

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 annual general meeting (the “2017 AGM”) of CIFI Holdings (Group) Co. Ltd. (the “Company”) will be held at Hennessy Room, 7/F., Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 21 April 2017 at 10:00 a.m. for the following purposes:-

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries (the “Group”), the report of the directors and the independent auditor’s report for the year ended 31 December 2016;

2. To declare a final dividend of RMB11.50 cents (equivalent to HK13 cents) per share for the year ended 31 December 2016 (payable in cash with scrip option);

3. To re-elect directors and authorise the board of directors of the Company to fix the remuneration of all directors of the Company;

4. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of directors of the Company to fix the auditor’s remuneration;

5. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:-

“ THAT :

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the “Shares”) or securities convertible into Shares and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

– 13 –

NOTICE OF 2017 ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers during or after the end of the Relevant Period;

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grant or issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution), and the said approval shall be limited accordingly;

• (d) for the purpose 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 to be held by the articles of association of the Company and any applicable laws;

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and

– 14 –

NOTICE OF 2017 ANNUAL GENERAL MEETING

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear 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 exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:-

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the total number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution), and the said approval shall be limited accordingly; and

• (c) for the purpose 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 and any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

– 15 –

NOTICE OF 2017 ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“ THAT subject to the passing of ordinary resolution nos. 5 and 6 above, the general mandate granted to the Directors pursuant to ordinary resolution no. 5 be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of a number representing the total number of Shares repurchased by the Company under the authority granted pursuant to ordinary resolution no. 6, provided that such extended number of Shares shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution).”

By Order of the Board CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman

Hong Kong, 20 March 2017

Notes:

• (a) A member is entitled to attend and vote at the 2017 AGM and is entitled to appoint one or more (if the member holds more than one share) proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the 2017 AGM in person to represent the member.

• (b) Where there are joint holders of any share(s) of the Company, any one of such joint holders may vote at the 2017 AGM either in person or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the 2017 AGM in person or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

• (c) 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 of attorney or authority), must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the 2017 AGM (or at any adjournment thereof).

• (d) Closure of the Register of Members

• (i) For determining the entitlement to attend and vote at the 2017 AGM

The register of members of the Company will be closed from Tuesday, 18 April 2017 to Friday, 21 April 2017, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the 2017 AGM, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 13 April 2017.

– 16 –

NOTICE OF 2017 ANNUAL GENERAL MEETING

• (ii) For determining the entitlement to the proposed final dividend

The register of members of the Company will be closed from Thursday, 27 April 2017 to Friday, 28 April 2017, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 26 April 2017.

• (e) With regard to ordinary resolution no. 3 in this notice, details of the retiring Directors, namely Mr. LIN Zhong and Mr. LIN Feng, who offer themselves for re-election as Directors of the Company, are set out in the Appendix II to the circular to shareholders of the Company dated 20 March 2017.

• (f) Pursuant to article 13.6 of the articles of association of the Company, all resolutions put to votes of shareholders of the Company at the general meeting shall be decided on a poll.

– 17 –