FY Financial (Shenzhen) Co., Ltd. — Proxy Solicitation & Information Statement 2021

Dec 21, 2021

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

FY FINANCIAL (SHENZHEN) CO., LTD. 富銀融資租賃（深圳）股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 8452)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of FY Financial (Shenzhen) Co., Ltd. (the “ Company ”) will be held at Room 1603, Cheung Kei Building, No. 128 Xinzhou 11th Street, Futian District, Shenzhen, the PRC on Friday, 21 January 2022 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the subscription agreement dated 30 September 2021 (the “ Second Subscription Agreement ”) entered into between Zhuhai Fuyin Yunlian Investment Management Co., Ltd.* (a wholly-owned subsidiary of the Company) (the “ Subscriber ”) and Shanghai KYMS Cloud Technology Co., Ltd. (上海快易名商雲科技股份有限公司) (“ Shanghai KYMS ”) in relation to 8,703,318 new shares of Shanghai KYMS to be allotted and issued to the Subscriber pursuant to the Second Subscription Agreement, and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the directors of the Company (the “ Directors ”) be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Second Subscription Agreement and the transactions contemplated thereunder.

By Order of the Board FY Financial (Shenzhen) Co., Ltd. Li Peng Chairman

Hong Kong, 22 December 2021

– 1 –

Notes:

1. For determining the entitlement to attend and vote at the EGM, the transfer books and register of members of the Company will be closed from Saturday, 1 January 2022 to Friday, 21 January 2022, both days inclusive, during which period no share transfers will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents of shares of the Company accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company in Hong Kong (the “ H Share Registrar ”), Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares of the Company) or the Company’s head office in the People’s Republic of China (the “ PRC ”) at Room 1603, Cheung Kei Building, No. 128 Xinzhou 11th Street, Futian District, Shenzhen, the PRC (for holders of domestic shares and/or unlisted foreign shares of the Company) for registration not later than 4:30 p.m. on Friday, 31 December 2021.

Shareholders whose names appear on the register of members of the Company after the close of business on Friday, 31 December 2021 are entitled to attend and vote at the EGM.

1. Shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, at the EGM in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

3. The instrument appointing the proxy must be in writing and signed by the appointor or his/her/its attorney duly authorised in writing, or if the appointer is a legal person, either under a legal person’s seal or signed by its director or an attorney duly authorised in writing.

4. In order to be valid, a form of proxy must be deposited at the H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares of the Company), or the Company’s head office in the PRC at Room 1603, Cheung Kei Building, No. 128 Xinzhou 11th Street, Futian District, Shenzhen, the PRC (for holders of domestic shares and/or unlisted foreign shares of the Company) together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the EGM or any adjournment thereof (as the case may be) if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

5. The EGM (or any adjournment thereof) is expected to be concluded within a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall be responsible for their own travelling and accommodation expenses.

6. To safeguard the health and safety of shareholders and to prevent the spreading of coronavirus disease (COVID-19) pandemic, the following measures will be implemented at the EGM:

   • mandatory body temperature check;

   • compliance with the latest epidemic prevention policy requirement of the PRC government and presentation of the corresponding health certificate;

– 2 –

• mandatory wearing of surgical face masks; and

• no refreshments for attendees.

The Company reserves the right to deny entry into or require any person to leave the EGM venue if such person: (i) refuses to comply with any of the above precautionary measures; (ii) is having a body temperature of over 37.4 degree Celsius; and/or (iii) has any flu-like symptoms.

For the health and safety of shareholders, the Company would like to encourage its shareholders to appoint the chairman of the EGM as their proxy to vote on the resolution to be put at the EGM, instead of attending the EGM in person.

As at the date of this notice, the executive directors of the Company are Mr. Li Peng, Mr. Weng Jianxing and Ms. Gong Xiaoting; the non-executive directors of the Company are Mr. Peng Qilei, Ms. Liu Jing and Ms. Tong Fangyan; and the independent non-executive directors of the Company are Mr. Fung Che Wai Anthony, Mr. Hon Leung and Mr. Liu Shengwen.

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the GEM’s website at www.hkgem.com on the “Latest Listed Company Information” pages for 7 days from the date of this posting and it will be also posted on the Company’s website at www.fyleasing.com.

– 3 –