Dongfeng Motor Group Company Limited — Proxy Solicitation & Information Statement 2016

Jul 28, 2016

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 advisers.

If you have sold or transferred all your shares in Freeman Financial Corporation Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

FREEMAN FINANCIAL CORPORATION LIMITED 民眾金服控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 279)

PROPOSALS FOR

(1) REFRESHMENT OF GENERAL MANDATES; (2) REFRESHMENT OF REPURCHASE MANDATE; (3) REFRESHMENT OF SCHEME MANDATE LIMIT; (4) RE-ELECTION OF DIRECTORS; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Freeman Financial Corporation Limited to be held at Hoi Yat Heen Salon V-VI, 3/F., Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong (MTR “Quarry Bay Station”, Exit C) on Wednesday, 7 September 2016 at 4:00 p.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of a form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meetings in person if you so wish.

28 July 2016

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – EXPLANATORY STATEMENT FOR THE
REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at Hoi or “AGM” Yat Heen Salon V-VI, 3/F., Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong (MTR “Quarry Bay Station”, Exit C) at 4:00 p.m. on Wednesday, 7 September 2016, the notice of which is set out on pages 16 to 20 of this circular

• “Articles” the Articles of Association of the Company

• “close associate” the meaning ascribed thereto under the Listing Rules

• “Auditors” at any time means the auditors of the Company

• “Board” the board of Directors “Company” Freeman Financial Corporation Limited (Stock Code: 279), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “core connected person(s)” the meaning ascribed thereto under the Listing Rules

• “Directors” the directors of the Company “Extension Mandate” the extension of Issue Mandate by a separate resolution to include the Shares repurchased under the Repurchase Mandate up to 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of the AGM

• “General Mandates” the Issue Mandate and the Extension Mandate

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot and issue Shares in the manner as set out herein

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DEFINITIONS

• “Latest Practicable Date” 22 July 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “Option Shares” the new Share(s) to be issued pursuant to the exercise of share options to be granted under the refreshed Scheme Mandate Limit

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out herein

• “Scheme Mandate Limit” the maximum number of Shares that may be issued upon exercise of all the options which may be granted under the Share Option Scheme

• “2015 AGM” the annual general meeting of the Company held on 15 September 2015

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

• “Share(s)” the ordinary share(s) of a par value of HK$0.001 each in the issued share capital of the Company

• “Shareholder(s)” (a) holder(s) of Shares

• “Share Option Scheme” the share option scheme adopted by the Company pursuant to an ordinary resolution of the Company passed on 31 August 2012 and valid and effective for a period of ten years

• “Share Options” options to subscribe for Shares granted under the Share Option Scheme

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

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

• “%” or “per cent.” percentage or per centum

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

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LETTER FROM THE BOARD

FREEMAN FINANCIAL CORPORATION LIMITED 民眾金服控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 279)

Executive Directors:

Mr. Lo Kan Sun (Chief Operating Officer)

Mr. Hui Quincy Kwong Hei (Managing Director) Ms. Au Shuk Yee, Sue Ms. Chow Mun Yee

Registered Office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director:

Mr. Zhang Yongdong (Chairman)

Independent Non-executive Directors:

Mr. Cheung Wing Ping Mr. Hung Cho Sing

• Dr. Agustin V. Que

Principal Place of Business in Hong Kong:

Room 2302, 23rd Floor China United Centre 28 Marble Road North Point Hong Kong

28 July 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) REFRESHMENT OF GENERAL MANDATES; (2) REFRESHMENT OF REPURCHASE MANDATE;

(3) REFRESHMENT OF SCHEME MANDATE LIMIT; (4) RE-ELECTION OF DIRECTORS; AND (5) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM relating to, inter alia, (i) the granting to the Directors of a general mandate to issue Shares up to a maximum of 20% of the issued share capital of the Company at the date of passing the resolution at the AGM; (ii) the granting to the Directors of a general

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LETTER FROM THE BOARD

mandate to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the resolution at the AGM; (iii) the extension of the Issue Mandate by those Shares repurchased by the Company pursuant to the Repurchase Mandate granted to the Directors; (iv) the refreshment of Scheme Mandate Limit of the Share Option Scheme; and (v) the re-election of Directors.

REFRESHMENT OF GENERAL MANDATES AND REPURCHASE MANDATE

The existing general mandates to issue and repurchase Shares will expire at the conclusion of the forthcoming AGM. The Directors intend to put forward to the Shareholders ordinary resolutions at the AGM to renew the general mandates so as to give Directors general authority:

• (i) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the total number of the issued shares of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the total number of the issued shares of the Company as at the date of passing the proposed resolution at the AGM.

As at the Latest Practicable Date, the total number of issued Shares was 14,324,137,300. Assuming that no further Shares are repurchased or issued between the Latest Practicable Date and the date of the AGM, subject to the approval of the Issue Mandate by the Shareholders, the Company would be allowed to issue a maximum of 2,864,827,460 Shares under the proposed Issue Mandate.

A separate ordinary resolution will also be proposed at the AGM to add those Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate.

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

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LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

The Board also proposed to seek approval of the Shareholders to refresh the 10% Scheme Mandate Limit of the Share Option Scheme. Pursuant to Rule 17.03(3) of the Listing Rules, the Company may seek approval by its Shareholders in general meeting for “refreshing” the 10% limit under the Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company (or its subsidiaries) under the limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of approving refreshment of the limit. Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the scheme or exercised options) will not be counted for the purpose of calculating the limit as “refreshed”. The limit on the 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 schemes must not exceed 30% of the Shares of the Company (or its subsidiaries) in issue from time to time. No options may be granted under any schemes of the Company (or its subsidiaries) if this will result in the limit being exceeded.

The total number of Shares issued and to be issued upon exercise of the Share Options granted to each of the Share Option Scheme participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the issued Shares unless approved by Shareholder in accordance with the Listing Rules.

Since the adoption of the Share Option Scheme, 688,275,820 Share Options were granted by the Company on 23 April 2015 under the Scheme Mandate Limit granted at an extraordinary general meeting of the Company held on 14 November 2014. These 688,275,820 Share Options have not yet been exercised as at the Latest Practicable Date.

Pursuant to the Scheme Mandate Limit granted at 2015 AGM, the Directors were authorised to grant options carrying rights to subscribe for up to a maximum number of 1,032,413,730 Shares, which represented 10% of the total issued share capital of the Company as at the date of that meeting (the “2015 Scheme Mandate Limit”). The 2015 Scheme Mandate Limit had not been utilised as at the Latest Practicable Date.

Saved as disclosed above and except for a total of 688,275,820 Share Options (representing 4.81% of the total issued share capital of the Company as at the Latest Practicable Date) outstanding as at the Latest Practicable Date, there were no other share options granted by the Company since the last annual general meeting. No options under the Scheme Mandate Limit were lapsed or cancelled. There are no other options under the Share Option Scheme or any other schemes of the Company granted which remain outstanding or unexercised as at the Latest Practicable Date.

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LETTER FROM THE BOARD

In order to provide the Company with greater flexibility in granting share options to eligible persons (including employees and Directors) of the Company under the Share Option Scheme as incentives or rewards for their contribution to the Group, the Board decided to seek the approval from the Shareholders at the AGM to refresh the Scheme Mandate Limit. The Directors consider that refreshment of the Scheme Mandate Limit is in the interest of the Company and the Shareholders as a whole.

Based on 14,324,137,300 Shares in issue (representing 10% of the total issued capital of the Company) as at the Latest Practicable Date and assuming that no further Shares are repurchased and issued and no share options are being granted prior to the AGM, upon the approval of the refreshment of the Scheme Mandate Limit, the Directors will be authorised to issue options to subscribe for a total of 1,432,413,730 Shares.

No outstanding share options of the Company will lapse as a result of the refreshment of the Scheme Mandate Limit and the aggregate number of Shares which may be issued upon the exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company has not exceeded 30% of the Shares in issue as at the Latest Practicable Date. Save for the Share Option Scheme, the Company had no other share option schemes as at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution at the AGM to approve the refreshment of the Scheme Mandate Limit by the Shareholders; and

• (ii) the Listing Committee of the Stock Exchange granted approval for the listing of, and permission to deal in, the Option Shares.

Application will be made to the Listing Committee of the Stock Exchange for the approval mentioned in paragraph (ii) above.

RE-ELECTION OF DIRECTORS

Pursuant to Article 112 of the Articles, Mr. Lo Kan Sun, Mr. Cheung Wing Ping and Dr. Agustin V. Que will retire and, being eligible, offer themselves for re-election at the AGM.

Reference is made to the announcement dated 18 July 2016 (the “Announcement”) in relation to the appointment of Mr. Zhang Yongdong as Non-executive Director. He shall be subject to reelection by the Shareholders at the AGM. Mr. Zhang Yongdong will offer himself for re-election as Non-executive Director at the AGM pursuant to the Article 95 of the Articles.

Details of the Directors proposed for re-election at the AGM are set out in the Appendix II of this circular.

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LETTER FROM THE BOARD

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

No Shareholder is required to abstain from voting of the proposals for refreshment of General Mandates, refreshment of Repurchase Mandate, refreshment of Scheme Mandate Limit and reelection of Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY OF THE DIRECTORS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors are of the opinion that the proposals for refreshment of General Mandates, refreshment of Repurchase Mandate, refreshment of Scheme Mandate Limit and re-election of the Directors are in the best interests of the Company and the Shareholders as a whole, and accordingly the Board recommends you to vote in favour of the relevant resolutions to be proposed at the AGM.

Your attention is also drawn to the additional information set out in the appendices to this circular.

By Order of the Board Freeman Financial Corporation Limited Lo Kan Sun

Chief Operating Officer

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This section includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the Memorandum and Articles of Association of the Company and the laws of the Cayman Islands. As compared with the financial position of the Company as at 31 March 2015 (being the date of its latest audited accounts), the Directors consider that there will not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

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 of the Company or the gearing ratio which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 14,324,137,300 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the Issue Mandate and the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,432,413,730 Shares.

4. REASONS FOR REPURCHASES

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 asset value of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The shareholding structure of the Company as at the Latest Practicable Date and the shareholding structure of the Company upon full exercise of the Repurchase Mandate are illustrated as follows:

Directors Mr. Zhang Yongdong_(Note 1)_ Ms. Au Shuk Yee, Sue Ms. Chow Mun Yee Public Shareholders	As at the Latest Practicable Date Number of issued Shares held Approximate % 4,000,000,000 27.92% 7,375,320 0.05% 6,048,000 0.04% 10,310,713,980 71.99% 14,324,137,300 100%	Immediately after full exercise of the Repurchase Mandate Number of issued Shares held Approximate % 4,000,000,000 31.03% 7,375,320 0.06% 6,048,000 0.05% 8,878,300,250 68.86% 12,891,723,570 100%	Immediately after full exercise of the Repurchase Mandate Number of issued Shares held Approximate % 4,000,000,000 31.03% 7,375,320 0.06% 6,048,000 0.05% 8,878,300,250 68.86% 12,891,723,570 100%
			100%

Note 1: These Shares were held by Galaxy Strategic Investment Co. Ltd. which is a company wholly-owned by Mr. Zhang Yongdong.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Zhang Yongdong was interested in 4,000,000,000 Shares representing approximately 27.92% of the total number of Shares in issue. In the event that the Directors exercise the proposed Repurchase Mandate in full, the aggregate shareholding of Mr. Zhang Yongdong would be increased to approximately 31.03% of the total number of Shares in issue. Such an increase of shareholding would give rise to an obligation for Mr. Zhang Yongdong to make a mandatory offer under the Takeovers Code.

So far as is known to, or can be ascertained after reasonable enquiry by, the Directors, there was no other person who was entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company as at the Latest Practicable Date. Save as disclosed above, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code as a result of any repurchase made under the Repurchase Mandate. Further, the Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as would result in the number of Shares being held by the public falling below the relevant minimum prescribed percentage pursuant to Rules 8.08 of the Listing Rules, which is currently 25% of the entire issued share capital of the Company.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the year, neither the Company nor any of its subsidiaries repurchased any of its securities in the previous six months (whether on the Stock Exchange or otherwise) immediately preceding the Latest Practicable Date.

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

9. SHARE PRICE

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

	Per Share
	Highest	Lowest
	HK$	HK$
2015
July	0.700	0.310
August	0.570	0.280
September	0.590	0.365
October	0.550	0.455
November	0.520	0.435
December	0.510	0.450
2016
January	0.500	0.400
February	0.445	0.191
March	0.445	0.395
April	0.465	0.395
May	0.485	0.405
June	0.500	0.390
July (up to the Latest Practicable Date)	0.530	0.405

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The followings are the particulars of the Directors proposed for re-election at the Annual General Meeting.

EXECUTIVE DIRECTORS

Mr. Lo Kan Sun (“Mr. Lo”) , aged 62, joined the Company as Executive Director in June 2008 and was re-designated as Managing Director in November 2008. Mr. Lo was promoted as Acting Chairman in July 2012 and as Chairman during July 2013 to July 2016. Mr. Lo was redesignated as Chief Operating Officer in July 2016. Mr. Lo holds a Master’s degree in Business Administration from Indiana University in the United States of America (the “USA”) and a Bachelor’s degree in Electrical Engineering from University of Illinois, the USA. Mr. Lo has over 30 years of experience in finance, investment and banking in Hong Kong and Canada. Mr. Lo also acts as director of the Company’s subsidiaries.

Mr. Lo did not hold directorship in any other listed public companies in the last three years. Mr. Lo is not connected with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Lo does not have any interests in the Shares which is required to be disclosed under Part XV of the SFO.

Mr. Lo did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Articles. Mr. Lo has received a remuneration of approximately HK$1,058,000 for the year ended 31 March 2016, which was determined in accordance with his experience and contributions to the Company.

Save as disclosed herein, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules relating to the re-election of Mr. Lo and there is no other matter that needs to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTOR

Mr. Zhang Yongdong , aged 40, has been appointed as a Non-executive Director and Chairman of the Board in July 2016. Mr. Zhang Yongdong is the chairman and the CEO of Hawking Capital Management Group Limited and the chairman of Oriental Enterprise Group Limited. He has over 18 years’ experience in investment, finance and management as well as extensive experience in corporate merger and acquisition and investment related business. For social services, Mr. Zhang Yongdong serves as the vice chairman of the Federation of Hong Kong Jiangsu Youth. Mr. Zhang Yongdong was (i) the chairman and a non-executive director of KFM Kingdom Holdings Limited (stock code: 3816) during 13 January 2016 to 15 July 2016; (ii) a non-executive director of SMI Holdings Group Limited (stock code: 198) during 1 July 2015 to 2 June 2016; and (iii) the chairman and an executive director of Mason Financial Holdings Limited (stock code: 273) during 1 August 2015 to 26 April 2016. All these companies are listed on the main board of the Stock Exchange.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, Mr. Zhang Yongdong does not hold any other positions with the Company and its subsidiaries as the date of this circular, and he has not held directorships in any other public companies in the last three years in Hong Kong or overseas.

Mr. Zhang Yongdong has informed the Board that on 21 September 2015, the China Securities Regulatory Commission (the “CSRC”) has issued an administrative penalty decision (the “CSRC Decision”) against him. Based on the published information in the CSRC Decision, CSRC found Mr. Zhang Yongdong was involved in certain actions of manipulating securities markets in 2012 (the “Acts”) which were in breach of the Securities Law of the People’s Republic of China (the “PRC”). Penalties were imposed by the CSRC against Mr. Zhang Yongdong, which included confiscation of gains from the Acts and a fine in the amount of RMB686,122.14. The CSRC Decision can be found in http://www.csrc.gov.cn/pub/zjhpublic/G00306212/201512/t20151201_287439.htm.

Mr. Zhang Yongdong has confirmed to the Company that the fine imposed under the CSRC Decision was duly paid in full and on time. Also, Mr. Zhang Yongdong has confirmed to the Company that, other than the CSRC Decision, he has never been adjudged by any courts or competent authorities in violation of any securities or financial markets laws, rules or regulations including any rules and regulations of any securities regulatory authority, stock exchange or future exchange at any time.

Mr. Zhang Yongdong is entitled to a director’s fee of HK$240,000 per annum as determined by the Board by reference to his background, experience, duties and responsibilities with the Company and the prevailing market conditions. He has not yet entered into any service contract with the Company. He has no specific term of service with the Company and will be subject to rotation requirements and re-election pursuant to the Articles.

Mr. Zhang Yongdong does not have any relationship with any director, senior management, substantial shareholder (save as disclosed hereinafter) or controlling shareholder (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Zhang Yongdong is interested in 4,000,000,000 shares of the Company, representing approximately 27.92% of the issued share capital of the Company, through a company named “Galaxy Strategic Investment Co. Ltd.”, of which 100% shareholding is owned by Mr. Zhang Yongdong. Save as disclosed herein, Mr. Zhang Yongdong does not have any other interests in the shares of the Company which is required to be disclosed under Part XV of the SFO.

Save as disclosed herein, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules relating to the re-election of Mr. Zhang Yongdong and there is no other matter that needs to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Cheung Wing Ping (“Mr. Cheung”) , aged 49, has been appointed as an Independent Non-executive Director of the Company on 7 August 2013. Mr. Cheung has over 20 years of experience in auditing and accounting fields. He holds a Bachelor’s degree in Accountancy with honours from City University of Hong Kong and is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Cheung is an executive director of Mason Financial Holdings Limited, a company listed on the main board of the Stock Exchange (Stock Code: 273).

Mr. Cheung is currently an independent non-executive director of (i) China Innovative Finance Group Limited (formerly known as Heritage International Holdings Limited, stock code: 412); (ii) Enerchina Holdings Limited (stock code: 622); and (iii) China Opto Holdings Limited (formerly known as China Optoelectronics Holding Group Co., Limited, stock code: 1332). Mr. Cheung was an executive director of Eagle Ride Investment Holdings Limited (formerly known as Radford Capital Investment Limited, stock code: 901) during 30 June 2011 to 1 November 2013. All these companies are listed on the main board of the Stock Exchange.

Save as disclosed, Mr. Cheung did not hold directorship in any other listed public companies in the last three years. Mr. Cheung is not connected with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Cheung does not have any interests in the Shares which is required to be disclosed under Part XV of the SFO.

Mr. Cheung did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Articles. Mr. Cheung has received a remuneration of HK$120,000 for the year ended 31 March 2016, which was determined in accordance with his experience and contributions to the Company.

Save as disclosed herein, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules relating to the re-election of Mr. Cheung as an Independent Non-executive Director of the Company and there is no other matter that needs to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Dr. Agustin V. Que (“Dr. Que”) , aged 69, joined the Company as an Independent Nonexecutive Director in September 2010. Dr. Que holds Doctor of Philosophy and Master degrees in Business Administration, both majoring in Finance, from the Wharton School of the University of Pennsylvania in Philadelphia, Pennsylvania, United States of America. Dr. Que has been involved in the field of finance for more than 35 years as a private equity investor, merchant banking, corporate and development finance professional in Jakarta, Hong Kong, Singapore, Boston and Washington, District of Columbia. Dr. Que is now based in to Manila after 15 years in Jakarta where Dr. Que was corporate finance adviser to an Indonesian holding company with diversified interests in agribusiness, property and financial services. In this position, Dr. Que was responsible for mergers and acquisitions, new investments, business development and investment banking activities. Prior to Jakarta, Dr. Que worked in the financial sector in Hong Kong for 12 years. Dr. Que started his career in finance in Washington, District of Columbia, United States of America with The World Bank, over a period of 10 years. His last posting was senior investment officer in the capital markets department of the International Finance Corporation, The World Bank’s private investment arm. Dr. Que was an independent non-executive director of HengTen Networks Group Limited (formerly known as Mascotte Holdings Limited, stock code: 136) during 27 January 2010 to 1 December 2014.

Save as disclosed above, Dr. Que did not hold directorship in any other listed public companies in the last three years. Dr. Que is not connected with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Dr. Que does not have any interests in the Shares which is required to be disclosed under Part XV of the SFO.

Dr. Que did not enter into any service contract with the Company and his appointment as a Director is subject to the rotational retirement requirements under the Articles. Dr. Que has received a remuneration of HK$120,000 for the year ended 31 March 2016, which was determined in accordance with his experience and contributions to the Company.

Save as disclosed herein, there is no information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules relating to the re-election of Dr. Que and there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

FREEMAN FINANCIAL CORPORATION LIMITED 民眾金服控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 279)

NOTICE IS HEREBY GIVEN that the annual general meeting of Freeman Financial Corporation Limited (the “Company”) will be held at 4:00 p.m. on Wednesday, 7 September 2016 at Hoi Yat Heen Salon V-VI, 3/F., Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong (MTR “Quarry Bay Station”, Exit C) for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements of the Company together with Reports of the Directors and the Auditors for the year ended 31 March 2016.

2. To re-elect Mr. Lo Kan Sun as an Executive Director of the Company.

3. To re-elect Mr. Zhang Yongdong as a Non-executive Director of the Company.

4. To re-elect Mr. Cheung Wing Ping as an Independent Non-executive Director of the Company.

5. To re-elect Dr. Agustin V. Que as an Independent Non-executive Director of the Company.

6. To authorise the Board to fix the remuneration of Directors of the Company.

7. To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the Board of Directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and, if thought fit, passing the following resolutions as ordinary resolutions:

1. “ THAT :

2. (i) subject to paragraph (iii) below, 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, including warrants to subscribe for shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

4. (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (i) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or on the exercise of any options granted under the share option scheme of the Company or on the exercise of the conversion rights attaching to any convertible notes of the Company, shall not exceed 20 per cent. of the total number of the issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

5. (iv) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the applicable law or the Articles of Association of the Company to be held; and

• (c) the revocation on variation of the authority given under the resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company 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 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 applicable to the Company).”

1. “ THAT :

2. (i) subject to paragraph (iii) below, 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 or any other rights to subscribe shares in the capital of the Company in each case on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is 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/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors of the Company;

4. (iii) the aggregate nominal amount of share capital of the Company which are authorised to be repurchased by the Directors of the Company pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10 per cent. of the total number of the issued shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

5. (iv) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association of the Company to be held; and

• (c) the revocation on variation of the authority given under the resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional on the passing of the Resolutions numbered 8 and 9 set out in the notice of the annual general meeting at which this Resolution is considered, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the Resolution No. 8 set out in the said notice be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company, which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the said Resolution No. 9.”

• “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company to be issued pursuant to the exercise of share options under the share option scheme adopted by the Company on 31 August 2012 (the “Share Option Scheme”), the existing scheme mandate limit in respect of the granting of options to subscribe for shares of the Company under the Share Option Scheme be refreshed and renewed provided that the total number of shares which may be allotted and issued pursuant to the grant or exercise of the options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10 per cent. of the shares of the Company in issue as at the date of passing this Resolution (the “Refreshed Limit”) and that the Directors of the Company be and are hereby authorised, subject to compliance with the Rules Governing the Listing of Securities on the Stock Exchange, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

By order of the Board

Freeman Financial Corporation Limited Lo Kan Sun Chief Operating Officer

Hong Kong, 28 July 2016

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

5. A form of proxy for use at the AGM is enclosed herewith.

As at the date of this notice, the Board comprises the following Directors:–

Executive Directors:

Mr. Lo Kan Sun (Chief Operating Officer) Mr. Hui Quincy Kwong Hei (Managing Director) Ms. Au Shuk Yee, Sue

Ms. Chow Mun Yee

Non-executive Director:

Mr. Zhang Yongdong (Chairman)

Independent Non-executive Directors: Mr. Cheung Wing Ping Mr. Hung Cho Sing Dr. Agustin V. Que

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