International Genius Company — Proxy Solicitation & Information Statement 2019

Apr 26, 2019

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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Investment Finance Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Asia Investment Finance Group Limited.

==> picture [39 x 42] intentionally omitted <==

==> picture [9 x 37] intentionally omitted <==

==> picture [27 x 42] intentionally omitted <==

ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

PROPOSED CAPITAL REORGANIZATION, CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Unit 3201, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on 23 May 2019 at 4:30 p.m. is set out on pages 14 to 16 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the special general meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

29 April 2019

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

• “2018 Convertible Bonds”

the convertible bonds issued by the Company with outstanding principal amount of HK$100,000,000 due 2019

• “2019 Convertible Bonds”

• the convertible bonds issued by the Company with outstanding principal amount of HK$70,000,000 due 2021

• “associates”

has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors or a duly authorised committee thereof

• “Capital Reduction”

• the proposed reduction of the par value of each issued Share from HK$0.10 to HK$0.0001 by canceling the paid up share capital to the extent of HK$0.0999 on each issued Share

• “Capital Reorganization” the proposed capital reorganization of the Company’s share capital involving (i) the Capital Reduction; (ii) the Subdivision and (iii) the Share Consolidation

• “CCASS”

• the Central Clearing and Settlement System established and operated by the HKSCC

• “Company”

• Asia Investment Finance Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

• “Consolidated Shares”

• new ordinary share(s) of HK$0.001 each in the share capital of the Company after the Capital Reorganization becoming effective

• “Court”

the Grand Court of the Cayman Islands

• “Director(s)”

the director(s) of the Company

– 1 –

DEFINITIONS

“EGM”	the extraordinary general meeting of the Company to
	be convened at Unit 3201, Bank of America Tower, 12
	Harcourt Road, Central, Hong Kong on 23 May 2019 at
	4:30 p.m. for the purpose of considering and, if thought fit,
	approving the Capital Reorganization
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administration Region of the
	People’s Republic of China
“Latest Practicable Date”	23 April 2019, 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 of Hong Kong Limited
“New Share(s)”	new ordinary share(s) of HK$0.0001 each in the share
	capital of the Company after the Capital Reduction and
	Sub-division becoming effective but prior to the Share
	Consolidation becoming effective
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	the holder(s) of the Shares and/or Consolidated Shares
“Share Consolidation”	the proposed consolidation of every 10 issued and unissued
	New Shares into one Consolidated Share in the issued and
	unissued share capital of the Company
“Share Option Scheme”	the share option scheme of the Company adopted on 26
	June 2017

– 2 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Sub-division” the proposed sub-division of each authorized but unissued Share into 1,000 New Shares of HK$0.0001 each “%”

per cent

– 3 –

EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Capital Reorganization and change in board lot size. The timetable is subject to the results of the EGM and other changes. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

Latest time for lodging transfers of Shares

in order to qualify for EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Friday, 17 May 2019

Register of members closes (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . From Monday, 20 May 2019 to Thursday, 23 May 2019

Latest time for lodging proxy form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 21 May 2019 Record date for EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 May 2019 Date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 23 May 2019 Announcement on results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 May 2019

The following events are conditional on the results of the EGM and the confirmation of the Court to the Capital Reduction. It may take approximately 2 to 3 months for the Company to obtain hearing dates before the Court which will be subject to the availability of the Court over which the Company has no control. The dates are therefore tentative.

Effective date for the Capital Reorganization . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 21 August 2019 First day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 21 August 2019 Dealing in Consolidated Shares commences. . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 21 August 2019

– 4 –

EXPECTED TIMETABLE

Original counter for trading in Shares in board lots of 2,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 21 August 2019 Temporary counter for trading in Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Wednesday, 21 August 2019 Original counter for trading in Consolidated Shares in board lots of 6,000 Consolidated Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 September 2019 Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 September 2019 Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 September 2019 Temporary counter for trading in Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. Tuesday, 24 September 2019 Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates closes . . . . . . . . . . . . . . .4:00 p.m. Tuesday, 24 September 2019

– 5 –

EXPECTED TIMETABLE

Designated broker ceases to stand in the market

to provide matching services for odd lots of Consolidated Shares . . . . . . . . . .4:00 p.m. Tuesday, 24 September 2019

Last day for free exchange of existing share certificates

for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 September 2019

– 6 –

LETTER FROM THE BOARD

==> picture [39 x 42] intentionally omitted <==

==> picture [9 x 37] intentionally omitted <==

==> picture [27 x 42] intentionally omitted <==

ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

Executive Directors: Ms. Cheung Kwan (Chairlady) Mr. Sun Yu Mr. Liu Hu Ms. Zhao Hong Mei

Non-executive Director: Mr. Wang Dayong Mr. Li Xin

Independent non-executive Directors: Mr. Anthony Espina Ms. Jin Xin Mr. Wang Jun Sheng

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong: Unit 3201, 32/F. Bank of America Tower 12 Harcourt Road, Central Hong Kong 29 April 2019

To Shareholders of the Company

Dear Sir or Madam,

PROPOSED CAPITAL REORGANIZATION, CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 April 2019 that the Board proposes to effect the Capital Reorganization and change in board lot size.

The purpose of this circular is to provide you with information regarding the Capital Reorganization and change in board lot size and the notice of EGM for the purpose of considering and, if thought fit, approving the resolution relating to the Capital Reorganization.

– 7 –

LETTER FROM THE BOARD

CAPITAL REORGANIZATION

The Directors proposed to reorganize the share capital of the Company in the following manner:

1. the par value of each issued Share of HK$0.10 will be reduced to HK$0.0001 by canceling the paid-up share capital to the extent of HK$0.0999 on each issued Share;

2. immediately after the Capital Reduction becomes effective, each authorized but unissued Share will be sub-divided into 1,000 New Shares of HK$0.0001 each; and

3. immediately after the Capital Reduction and Sub-division become effective, the New Shares will be consolidated on the basis that every 10 issued and unissued New Shares of HK$0.0001 each will be consolidated into one Consolidated Share of HK$0.001 each.

Effects of the Capital Reorganization

As at the Latest Practicable Date, the authorised share capital of the Company is HK$10,000,000,000 divided into 100,000,000,000 Shares of HK$0.10 each, of which 9,327,172,000 Shares are in issue and are fully paid or credited as fully paid.

Assuming no further Shares will be issued or repurchased after the Latest Practicable Date, after the Capital Reduction and Sub-division becoming effective but prior to the Share Consolidation becoming effective, the authorized share capital of the Company will be HK$10,000,000,000 divided into 100,000,000,000,000 New Shares of HK$0.0001 each, of which 9,327,172,000 New Shares will have been issued and fully paid or credited as fully paid. After the Share Consolidation becoming effective, the authorized share capital of the Company will be HK$10,000,000,000 divided into 10,000,000,000,000 Consolidated Shares of HK$0.001 each, of which 932,717,200 Consolidated Shares will have been issued and fully paid or credited as fully paid.

Assuming no further Shares will be issued or repurchased after the Latest Practicable Date, a credit of approximately HK$931.78 million will arise as a result of the Capital Reduction. Such credit will be transferred to a distributable reserve account of the Company. The account will be applied by the Directors for such purposes permitted under the applicable laws.

– 8 –

LETTER FROM THE BOARD

The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s memorandum and articles of association. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Consolidated Shares regardless of the number of share certificates held by such holder.

Other than the expenses to be incurred in relation to the Capital Reorganization, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders.

Conditions for Capital Reorganization

The Capital Reorganization is conditional upon the following:

1. the passing of the necessary resolutions by the Shareholders to approve the Capital Reorganization at the EGM;

2. the Court confirming the Capital Reduction and compliance with any conditions the Court may impose in relation to the Capital Reduction;

3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares in issue following the Capital Reorganization taking effect; and

4. registration by the Registrar of Companies in the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law with respect to the Capital Reduction.

The Capital Reorganization shall become effective when the conditions mentioned above are fulfilled. Upon the approval by the Shareholders of the Capital Reorganization at the EGM, the legal advisors to the Company (as to Cayman Islands Law) will apply to the Court for hearing date(s) to confirm the Capital Reduction and a further announcement will be made by the Company as soon as practicable after the Court hearing date(s) is confirmed.

– 9 –

LETTER FROM THE BOARD

Listing Application

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares arising from the Capital Reorganization.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the equity or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Shares are traded in board lots of 2,000 Shares. Conditional upon the Capital Reorganization becoming effective, the Board also proposes to change the board lot size for trading on the Stock Exchange from 2,000 Shares to 6,000 Consolidated Shares.

Based on the closing price of HK$0.059 per Share (equivalent to the theoretical closing price of HK$0.59 per Consolidated Share) as quoted on the Stock Exchange at the Latest Practicable Date, the value of each existing board lot of 2,000 Shares is HK$118 and the theoretical value for each new board lot of 6,000 Consolidated Shares, assuming the Capital Reorganization has become effective, would be HK$3,540.

EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganization and change in board lot size is set out on pages 4 to 6 of this circular.

– 10 –

LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANIZATION AND CHANGE IN BOARD LOT SIZE

According to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities.

In view of the recent trading prices of the Shares, the Board proposed to implement the Capital Reorganization. It is expected that the Capital Reorganization would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares. The change in board lot size would increase the trading amount for each board lot of Consolidated Shares so as to comply with the trading requirement of the Stock Exchange.

In addition, the Company is prohibited from issuing new shares at below their par value under the Company’s articles of association and the Companies Law. The Capital Reduction will give the Company greater flexibility in pricing any future issue of shares.

Accordingly, the Board is of the view that the Capital Reorganization and change in board lot size are in the interests of the Company and the Shareholders as a whole.

The Board has taken into account of the Company’s business plan for the next 12 months in considering the proposed Capital Reorganization. The Board confirms that it has no intention to carry out any corporate actions offsetting the effect of the Capital Reorganization within the next 12 months.

As at the Latest Practicable Date, the Company was engaging in negotiation of possible fund raising exercise involving issuance of new shares and/or convertible bonds but no binding agreement has been reached yet. Save as aforesaid, the Company did not intend or enter into any negotiation or agreement to conduct any equity fund raising activity as at the Latest Practicable Date.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots of the Consolidated Shares, the Company has appointed Fortune (HK) Securities Limited, as an agent to provide matching service, on a best effort basis, for the sale and purchase of odd lots of Consolidated Shares arising from the Capital Reorganization. Shareholders who wish to take advantage of this facility should contact Dealing Department of Fortune (HK) Securities Limited at 43/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong at telephone number 3189 2187 during office hours. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Please refer to the section headed “EXPECTED TIMETABLE” on pages 4 to 6 of this circular for the period during which the Company will provide matching service for the sale and purchase of odd lots of the Consolidated Shares.

– 11 –

LETTER FROM THE BOARD

EXCHANGE OF SHARE CERTIFICATES

The new share certificates will be in the colour of green in order to distinguish them from the existing share certificates which are gold in colour. Subject to the Capital Reorganization becoming effective, which is expected to be on 21 August 2019, Shareholders may, on or after 21 August 2019 until 26 September 2019 (both days inclusive), submit share certificates for existing Shares to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for certificates of the Consolidated Shares (on the basis of 10 existing Shares for one Consolidated Share) within the prescribed time. Thereafter, certificates of Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) per certificate issued or cancelled, whichever is higher, payable by Shareholders.

CONVERTIBLE SECURITIES AND SHARE OPTIONS

As at the Latest Practicable Date, there are (i) 2018 Convertible Bonds in the outstanding principal amount of HK$100,000,000; (ii) 2019 Convertible Bonds in the outstanding principal amount of HK$70,000,000 and (iii) outstanding share options granted under the Share Option Scheme to subscribe for 836,000,000 new Shares. The auditor of the Company or a financial adviser will be engaged by the Company in accordance with the terms of the 2018 Convertible Bonds, 2019 Convertible Bonds and Share Option Scheme respectively to certify in writing as to the adjustments (if any) required to be made in respect of the 2018 Convertible Bonds, 2019 Convertible Bonds and share options as a result of the Capital Reorganization. The Company will make further announcements about the adjustments in due course.

THE EGM

A notice convening the EGM is set out on pages 14 to 16 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

– 12 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder has an interest in the Capital Reorganization which is materially different from the other Shareholders. Therefore no Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 20 May 2019 to Thursday, 23 May 2019 both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 17 May 2019.

RECOMMENDATION

The Directors are of the opinion that the proposed Capital Reorganization is in the interest of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

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.

Yours faithfully,

On Behalf of the Board

Asia Investment Finance Group Limited

Cheung Kwan

Chairlady and Executive Director

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [39 x 42] intentionally omitted <==

==> picture [9 x 37] intentionally omitted <==

==> picture [27 x 42] intentionally omitted <==

ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Asia Investment Finance Group Limited (the “ Company ”) will be held at Unit 3201, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on 23 May 2019 at 4:30 p.m. to consider and, if thought fit, to pass with or without amendments, the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT

• (1) subject to and conditional upon (i) approval from the Grand Court of the Cayman Islands (“ Court ”) of the Capital Reduction (as defined below); (ii) registration by the Registrar of Companies of Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law of Cayman Islands in respect of the Capital Reduction (as defined below) and compliance with any conditions the Court may impose; and (iii) the Listing Committee of The Hong Kong Stock Exchange Limited granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below), upon the date on which the aforesaid conditions are fulfilled:

• (a) the par value of each issued existing share of HK$0.10 in the share capital of the Company be reduced to HK$0.0001 (each a “ New Share ”) by cancelling paid-up capital to the extent of HK$0.0999 on each issued existing share (“ Capital Reduction ”) and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital thereby cancelled be made available for issue of new shares of the Company;

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) immediately following the Capital Reduction becoming effective, each of the then authorized but unissued existing shares of HK$0.10 each in the capital of the Company be sub-divided into 1,000 New Shares of HK$0.0001 each (“ Subdivision ”);

• (c) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the directors (“ Directors ”) of the Company in accordance with the articles of association of the Company and all applicable laws, including, without limitation, eliminating or setting off the accumulated losses of the Company from time to time;

• (d) immediately following the Capital Reduction and Sub-division becoming effective, every ten (10) issued and unissued New Shares of HK$0.0001 each in the share capital of the Company be consolidated into one (1) share of HK$0.001 each (each a “ Consolidated Share ”) so that the authorised share capital of the Company shall be HK$10,000,000,000 divided into 10,000,000,000,000 Consolidated Shares of HK$0.001 each, and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company; and

• (2) the Directors be and are hereby authorised to do all such acts, deeds and things and execute all such documents (including under seal where appropriate) and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.”

By order of the Board

Asia Investment Finance Group Limited Cheung Kwan

Chairlady and Executive Director

Hong Kong, 29 April 2019

Registered Office: Principal Place of Business in P.O. Box 309 Hong Kong: Ugland House Unit 3201, 32/F. South Church Street Bank of America Tower George Town 12 Harcourt Road, Central Grand Cayman, KY1-1104 Hong Kong Cayman Islands

– 15 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or materially certified copy of such powers of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

3. A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed on it and then deposit with the Company’s branch share registrar and transfer office in Hong Kong as indicated above. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

4. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

5. A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

6. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 20 May 2019 to Thursday, 23 May 2019 both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the SGM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 17 May 2019.

As at the date of this notice, the executive Directors of the Company are Ms. Cheung Kwan (Chairlady), Mr. Sun Yu, Mr. Liu Hu and Ms. Zhao Hong Mei; the non-executive Directors of the Company are Mr. Wang Dayong and Mr. Li Xin; the independent non-executive Directors of the Company are Mr. Anthony Espina, Ms. Jin Xin, and Mr. Wang Jun Sheng.

– 16 –