Soho Holly Futures Co., Ltd. - Proxy Solicitation & Information Statement 2018

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Holly Futures (a joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or 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 is for information purposes only and does not constitute an offer or invitation to acquire, purchase or subscribe for securities of the Company.

Holly Futures

(a joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures) (Stock Code: 3678)

(1) TO EXTEND THE VALIDITY PERIOD OF THE RESOLUTIONS RELATING TO THE APPLICATION FOR THE A SHARE OFFERING AND LISTING AND EXTEND THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED TO THE BOARD TO APPLY FOR THE A SHARE OFFERING AND LISTING

(2) PROPOSED RE-APPOINTMENT AND APPOINTMENT OF DIRECTORS OF THE THIRD SESSION OF THE BOARD

(3) PROPOSED RE-APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

(4) NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

(5) NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING AND

(6) NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

A letter from the Board is set out on pages 4 to 10 of this circular.

Notices dated 28 September 2018 convening the New EGM, the New Domestic Shareholders’ Class Meeting and the New H Shareholders’ Class Meeting to be held at the Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the PRC at 2 p.m. on Thursday, 15 November 2018 are set out on pages EGM-1 to EGM-3, DSCM-1 to DSCM-3 and HSCM-1 to HSCM-3 of this circular, respectively. Shareholders who intend to attend the New EGM and/or the New Class Meeting(s) (as the case maybe) should complete the reply slip and return it by hand or by post to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or to the headquarters in the PRC of the Company (for holders of Domestic Shares) on or before Friday, 26 October 2018 (as the case may be).

Shareholders who are entitled to attend and vote at the New EGM and/or the New Class Meeting(s) may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the form of proxy for the New EGM and/or the New Class Meeting(s) must be deposited by hand or post, for holders of H Shares, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and, for holders of Domestic Shares, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the such meeting(s) (or any adjournment thereof) (i.e. not later than 2 p.m. on 14 November 2018) for taking the poll. If the form of proxy is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the New EGM and/or the New Class Meeting(s) or any adjourned meetings should they so wish.

28 September 2018

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – BIOGRAPHICAL DETAILS OF THE CANDIDATES
FOR DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II – BIOGRAPHICAL DETAILS OF THE CANDIDATES
FOR SUPERVISORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING . .	EGM-1
NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’
CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	DSCM-1
NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING. . . .	HSCM-1

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DEFINITIONS

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

“2017 Class Meetings”
the Domestic Shareholders’ class meeting and the H Shareholders’ class meeting of the Company held on 20 November 2017
“2017 EGM”
the extraordinary general meeting of the Company held on 20 November 2017
“2017 EGM Circular”
the circular of the Company dated 3 November 2017
“A Share Offering”
the Company’s proposed initial public offering of not more than 120,000,000 A Shares, which are proposed to be listed on the Shenzhen Stock Exchange
“A Share(s)”
ordinary share(s) proposed to be issued by the Company pursuant to the A Share Offering and subscribed for in Renminbi
“Articles”
the articles of association of the Company, as amended from time to time
“Board” the board of Directors of the Company
“Board Authorisation Extension Resolution”
the proposed resolution to extend the validity period of the authorisation granted to the Board to apply for the A Share Offering and listing, and will be extended to 12 months commencing from the date of the New EGM and the New Class Meeting(s) for considering and approving such resolution
“Company”
Holly Futures Co., Ltd.（弘業期貨股份有限公司）, a joint stock limited company established under the laws of the PRC on 29 November 2012, whose H Shares are listed and traded on the Stock Exchange (stock code: 3678)
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“CSRC”
China Securities Regulatory Commission
“Director(s)” the director(s) of the Company

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DEFINITIONS

“Domestic Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1 each, which are subscribed for or credited as paid up in Renminbi
“Domestic Shareholder(s)” holder(s) of Domestic Share(s) “Extension Resolutions” the Share Offering Extension Resolution and/or the Board Authorisation Extension Resolution (as the case may be)
“Group” the Company and its subsidiaries
“H Share(s)” overseas listed foreign ordinary shares in the share capital of the Company with a nominal value of RMB1 each listed on the Main Board of Stock Exchange
“H Shareholder(s)” holder(s) of H Share(s)
“H Share Offering” the initial public offering of the Company’s H Shares globally and the Listing
“Hong Kong” Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 26 September 2018, 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
“Main Board”
the stock exchange (excluding the option markets) operated by the Stock Exchange which is independent from and operated in parallel with the GEM of the Stock Exchange
“New Class Meeting(s)”

the New H Shareholders’ Class Meeting and/or the New Domestic Shareholders’ Class Meeting (as the case may be)

“New Domestic Shareholders’ Class Meeting”

the class meeting of the holders of Domestic Shares to be convened and held on or around Thursday, 15 November 2018 (or any adjournment thereof) immediately after the conclusion of the New EGM to be held on the same date at the same place (or any adjournment thereof)

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DEFINITIONS

“New EGM” the forthcoming extraordinary general meeting of the Company to be held on Thursday, 15 November 2018 (or any adjournment thereof)
“New H Shareholders’ Class the class meeting of the holders of H Shares to be Meeting” convened and held on or around Thursday, 15 November 2018 (or any adjournment thereof) immediately after the conclusion of the New Domestic Shareholders’ Class Meeting to be held on the same date at the same place (or any adjournment thereof)
“PRC” the People’s Republic of China which shall, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“RMB” Renminbi, lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)” share(s) with a nominal value of RMB1 each in the share capital of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Share Offering Extension the proposed resolution to extend the validity period of Resolution” the resolutions relating to the application for the A Share Offering and listing, and will be extended to 12 months commencing from the date of the New EGM and the New Class Meeting(s) for considering and approving such resolution
“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“Supervisory Committee” the supervisory committee of the Company “Supervisor(s)” supervisor(s) of the Company

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LETTER FROM THE BOARD

Holly Futures

(Stock Code: 3678)

Executive Directors: Mr. Zhou Yong（周勇） (Chairman) Ms. Zhou Jianqiu（周劍秋）

Registered Office and Headquarters in the PRC: No. 50 Zhonghua Road Nanjing, the PRC

Non-executive Directors:

Mr. Xue Binghai（薛炳海） Mr. Zhang Ke（張柯） Mr. Shan Bing（單兵）

Independent non-executive Directors: Mr. Li Xindan（李心丹） Mr. Zhang Hongfa（張洪發） Mr. Lam Kai Yeung（林繼陽）

Place of Business in Hong Kong registered under Part 16 of the Companies Ordinance: 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai, Hong Kong

28 September 2018

To the Shareholders

Dear Sir or Madam,

(1) TO EXTEND THE VALIDITY PERIOD OF THE RESOLUTIONS RELATING TO THE APPLICATION FOR THE A SHARE OFFERING AND LISTING AND EXTEND THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED TO THE BOARD TO APPLY FOR THE A SHARE OFFERING AND LISTING

(2) PROPOSED RE-APPOINTMENT AND APPOINTMENT OF DIRECTORS OF THE THIRD SESSION OF THE BOARD

(3) PROPOSED RE-APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

(4) NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING
(5) NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING AND
(6) NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

I. INTRODUCTION

Reference is made to the announcements published by the Company dated 7 September 2018 and 26 September 2018 which include certain resolutions to be proposed at the New EGM and the New Class Meetings (as the case may be) in relation to, among other things, (i) the Share Offering Extension Resolution; (ii) Board Authorisation Extension Resolution;

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LETTER FROM THE BOARD

(iii) certain resolutions in relation to the proposed re-appointment and appointment of the of Directors the third session of the Board; and (iv) certain resolutions in relation to the proposed re-appointment of the Shareholder representative Supervisors of the third session of the Supervisory Committee.

The Board approved and resolved to submit to the New EGM and New Class Meetings (as the case may be) for approval of certain matters: (1) the proposed extension of the validity period of the resolutions relating to application for A Share Offering and listing; (2) the proposed extension of the validity period of the authorisation granted to the Board to apply for the A Share Offering and listing; (3) the proposed re-appointment of Mr. Zhou Yong as an executive director of the Company; (4) the proposed re-appointment of Ms. Zhou Jianqiu as an executive director of the Company; (5) the proposed re-appointment of Mr. Xue Binghai as a non-executive director of the Company; (6) the proposed re-appointment of Mr. Zhang Ke as a non-executive director of the Company; (7) the proposed re-appointment of Mr. Shan Bing as a non-executive director of the Company;(8) the proposed re-appointment of Mr. Zhang Hongfa as an independent non-executive director of the Company; (9) the proposed re-appointment of Mr. Lam Kai Yeung as an independent non-executive director of the Company; (10) the proposed appointment of Mr. Wang Yuetang as an independent non-executive director of the Company; (11) the proposed re-appointment of Ms. Wang Jianying as Shareholder representative Supervisor of the third session of the Supervisory Committee; and (12) the proposed re-appointment of Ms. Yu Hong as the Shareholder representative Supervisor of the third session of the Supervisory Committee.

The proposals of (1) and (2) above are to be approved by the Shareholders by way of special resolutions and the proposals of (3) to (12) above are to be approved by the Shareholders by way of ordinary resolutions at the New EGM.

The proposals (1) and (2) are also to be approved by way of special resolutions by the Domestic Shareholders at the New Domestic Shareholders’ Class Meeting and by the H Shareholders at the New H Shareholders’ Class Meeting, respectively.

The purpose of this circular is to provide you with the information regarding, among other things, proposed resolutions (1) to (12) above to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the New EGM, the New Domestic Shareholders’ Class Meeting and the New H Shareholders’ Class Meeting (as the case may be).

II. EXTENSION RESOLUTIONS

Reference is made to the announcement of the Company dated 29 September 2017 and the 2017 EGM Circular, in relation to, among other things, the proposed A Share Offering.

At the 2017 EGM and the 2017 Class Meetings, the then Shareholders considered and approved resolutions, among other things, “the Company’s application of initial public offering and listing of Renminbi Ordinary Shares” and “the authorisation to the board of directors of the Company to deal with related matters in connection with the Company’s application for the A Share Offering and listing of A Shares at its full discretion”. In

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LETTER FROM THE BOARD

accordance with the resolutions of the 2017 EGM and the 2017 Class Meetings, the validity of the aforesaid resolution is 12 months from the date of approval of the abovementioned resolutions at the 2017 EGM and the 2017 Class Meetings.

As at the Latest Practicable Date, CSRC is still in the process of reviewing the Company’s application for the A Share Offering. Considering that the above resolutions will soon be expired, and the Company’s work in relation to the application for the initial public offering of A Share and listing is still in progress, in order to ensure the Company’s work for the application for the initial public offering of A Share and listing continues, the Board proposed to convene the New EGM, the New Domestic Shareholders’ Class Meeting and New H Shareholders’ Class Meeting (i) for the Shareholders to consider and approve the Share Offering Extension Resolution; and (ii) for the Shareholders to consider and approve the Board Authorisation Extension Resolution, to consider and approve the resolutions in relation to the A Share Offering and extend the validity period of the authorisation granted to the Board to apply for the A Share Offering and listing, for further 12 months commencing from the date of the New EGM and the New Class Meeting(s) for considering and approving such resolutions by way of special resolutions.

The proposed A Share Offering is subject to certain conditions, including but not limited to the market condition, the Shareholders’ approval at the New EGM and the New Class Meetings, as well as the approvals of the CSRC and/or other relevant regulatory authorities, and accordingly, may or may not proceed. Shareholders and potential investors are advised to exercise caution in dealing in the H Shares or other securities of the Company.

III. PROPOSED RE-APPOINTMENT AND APPOINTMENT OF DIRECTORS OF THE THIRD SESSION OF THE BOARD

The term of the second session of the Board will expire on 28 November 2018, and each Director shall continue to perform his/her duties as Director before the third session of the Board is elected at the New EGM. The Board currently comprises of eight Directors, including two executive Directors, Mr. Zhou Yong and Ms. Zhou Jianqiu; three non-executive Directors, Mr. Xue Binghai, Mr. Zhang Ke and Mr. Shan Bing; and three independent non-executive Directors, Mr. Li Xindan, Mr. Zhang Hongfa and Mr. Lam Kai Yeung.

Re-appointment and appointment of Directors

The Board has considered and approved the re-appointment and appointment of the following candidates for the third session of the Board:

(i) Re-appointment of Directors

Mr. Zhou Yong and Ms. Zhou Jianqiu will retire and, being eligible, are willing to offer themselves for re-election as executive Directors at the New EGM; Mr. Xue Binghai, Mr. Zhang Ke and Mr. Shan Bing will retire and, being eligible, are willing to offer

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LETTER FROM THE BOARD

themselves for re-election as non-executive Directors at the New EGM; and Mr. Zhang Hongfa and Mr. Lam Kai Yeung will retire and, being eligible, are willing to offer themselves for re-election as independent non-executive Directors at the New EGM.

(ii) Appointment of Director

Mr. Wang Yuetang has been nominated as a candidate for independent non-executive Director, and will be elected at the New EGM.

Retirement of Director

Mr. Li Xindan has notified the Board that he will retire from his office as independent non-executive Director and will not seek for re-election (“ Retirement ”). His Retirement will be effective from the date of the election of the third session of the Board at the New EGM. Mr. Li Xindan confirmed that he has no disagreement with the Board and the Company and there is no other matter in relation to his Retirement that needs to be brought to the attention to the Shareholders. During his tenure as an independent non-executive Director, Mr. Li Xindan has been diligent in his duties and played an active role in improving corporate governance and promoting the development of the Company. The Board would like to take this opportunity to express their sincere gratitude to Mr. Li Xindan for his contributions to the Company during his tenure.

The above candidates for Directors meet the qualification requirements to serve as Directors as stipulated in relevant PRC laws, regulations, the Articles and the Listing Rules, and the Board agreed to submit the above list of candidates to be considered and approved at the New EGM by way of ordinary resolutions. The New EGM will elect two executive Directors, three non-executive Directors, and three independent non-executive Directors, and these eight Directors will comprise the third session of the Board.

The Directors of the third session of the Board will serve for a term of three years. In accordance with the requirements of relevant PRC laws, regulations and the Articles, the candidates for Directors of the third session of the Board are subject to the consideration and approval by the Shareholders at the New EGM. The term of office of candidates for executive Directors, non-executive Directors and independent non-executive Directors will take effect from the date of approval by the New EGM and will expire when members are elected for the new session of the Board.

The biographical details of the candidates for the Directors of the third session of the Board are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

IV. PROPOSED RE-APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

The term of the second session of the Supervisory Committee will expire on 28 November 2018, and each Supervisor shall continue to perform his/her duties as Supervisor before the third session of the Supervisory Committee is elected at the New EGM. The Supervisory Committee currently comprises of three Supervisors, namely Ms. Xu Yingying, Ms. Wang Jianying and Ms. Yu Hong.

The Supervisory Committee has considered and approved Ms. Wang Jianying and Ms. Yu Hong as candidates for the Shareholder representative Supervisors of the third session of the Supervisory Committee and will retire and being eligible, are willing to offer themselves for re-election as Supervisors at the New EGM. In addition, Ms. Xu Yingying, the employee representative Supervisor of the current term, has been re-appointed as the employee representative Supervisor of the third session of the Supervisory Committee at the employee representative meeting of the Company held separately by the employees of the Company on 18 September 2018.

The above candidates for Supervisors meet the qualification requirements to serve as Supervisors as stipulated in relevant PRC laws, regulations and the Articles, and the Supervisory Committee agreed to submit the above list of candidates for Shareholder representative Supervisors to be considered and approved at the New EGM by way of ordinary resolutions.

The Supervisors of the third session of the Supervisory Committee will serve for a term of three years, and the term of office of Supervisors will take effect from the date of approval at the New EGM or the date of approval at the employee representative meeting of the Company (as the case may be) and will expire when members are elected for the new session of the Supervisory Committee.

The biographical details of the candidates for the Supervisors (including the employee representative Supervisor) of the third session of the Supervisory Committee are set out in Appendix II to this circular.

V. CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the New EGM and the New Class Meetings, the register of members of the Company will be closed from 16 October 2018 to 15 November 2018 (both days inclusive), during which period no transfer of Shares will be effected. In order to be qualified to attend and vote at the New EGM and the New Class Meetings, all transfers documents accompanied by the relevant Share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in respect of H Shares), or to the head office in the PRC of the Company (in respect of Domestic Shares) no later than 4:30 p.m. on 15 October 2018.

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LETTER FROM THE BOARD

VI. NOTICES OF THE NEW EGM AND THE NEW CLASS MEETINGS

The New EGM will be held at the Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the PRC at 2 p.m. on 15 November 2018. The New Domestic Shareholders’ Class Meeting will be held immediately after the conclusion of the New EGM at the same place, and the New H Shareholders’ Class Meeting will be held immediately after the conclusion of the New Domestic Shareholders’ Class Meeting at the same place. Notices dated 28 September 2018 convening the New EGM and the New Class Meetings together with the relevant reply slips and forms of proxy have been despatched to the Shareholders in accordance with the Listing Rules.

VII. REPLY SLIPS AND FORMS OF PROXY

If you are eligible and intend to attend the New EGM and/or the New Class Meeting(s) (as the case may be), please complete and return the reply slip(s), in accordance with the instructions printed thereon as soon as possible and in any event no later than 26 October 2018 or any adjournment thereof.

Shareholders who are entitled to attend and vote at the New EGM and/or the New Class Meeting(s) may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the New EGM and/or the New Class Meeting(s) must be deposited by hand or post, for holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and, for holders of Domestic Shares, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding such meeting(s) (or any adjournment thereof) for taking the poll (i.e. not later than 2 p.m. on 14 November 2018) (as the case may be). If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the New EGM and/or the New Class Meeting(s) or any adjourned meetings should they so wish.

VIII.VOTING BY POLL AT THE NEW EGM AND THE NEW CLASS MEETINGS

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the New EGM and/or the New Class Meeting(s) will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

IX. 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 misleading.

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LETTER FROM THE BOARD

X. RECOMMENDATIONS

The Directors consider that all the proposed resolutions set out in the notice of the New EGM and/or the New Class Meeting(s) (as the case may be) are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the New EGM and/or the New Class Meeting(s) (as the case may be).

XI. MISCELLANEOUS

Save as otherwise indicated, the Chinese text of this circular shall prevail over the English text for the purpose of interpretation.

By order of the Board Ms. Zhou Jianqiu Executive Director

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BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR DIRECTORS

APPENDIX I

The biographical details of the candidates for Directors are as follows:

Mr. Zhou Yong （周勇） , with Chinese nationality but without permanent residency abroad, was born in December 1966 and holds a doctor’s degree. Mr. Zhou is a senior economist（正高級經濟師）and a senior international commerce economist（高級國際商務師） as credentialed by the Human Resources Department of Jiangsu Province （江蘇省人事廳） (now known as the Department of Human Resources and Social Security of Jiangsu Province （江蘇省人力資源和社會保障廳）). He is also a research fellow as credentialed by the Department of Human Resources and Social Security of Jiangsu Province.

Mr. Zhou Yang has been appointed as the chairman of the Company and a Director since January 2001 (he was designated as an executive Director in July 2015) and is primarily responsible for the overall management and supervision of the Company, making strategic plans of the Company and organising Board meetings. Mr. Zhou Yong was the general manager of Jiangsu Holly International Group Investment Management Co., Ltd.（江蘇弘業國際集團投資管理有限公司） from February 1999 to June 2006. He had also been engaged with Jiangsu Holly International Group Company Limited from June 2006 to July 2010 as its vice president. Mr. Zhou Yong served as the vice president of Jiangsu SOHO Holdings Group Co., Ltd.（江蘇省蘇豪控股集團有限公司）(“ SOHO Holdings ”) from July 2010 to May 2013 and has been the director and president of SOHO Holdings since May 2013.

Ms. Zhou Jianqiu（周劍秋） , with Chinese nationality but without permanent residency abroad, was born in August 1969 and holds a master’s degree.

Ms. Zhou Jianqiu was appointed as an executive Director in June 2015 and the general manager of the Company in May 2015. She is primarily responsible for the management and operation of the Company. Ms. Zhou Jianqiu has been engaged with Jiangsu Holly Futures Brokerage Company Limited（江蘇弘業期貨經紀有限公司）(“ Jiangsu Holly ”), the predecessor company of the Company (that is the Company) since March 1999, working at various positions as the supervisor of its finance department, chief financial officer, deputy general manager and executive deputy general manager. She has also been a director of Holly Capital Management Co., Ltd.（弘業資本管理有限公司）(“ Holly Capital ”), the wholly-owned subsidiary of the Company, since January 2014.

Mr. Xue Binghai（薛炳海） , with Chinese nationality but without permanent residency abroad, was born in September 1970, holds a master’s degree and is a senior accountant.

Mr. Xue Binghai was appointed as a Director in June 2012 (re-designated as a non-executive Director in July 2015). Mr. Xue Binghai served as a staff, the assistant to the general manager and the deputy general manager of the asset and finance department of Jiangsu SOHO International Group Co., Ltd.（江蘇蘇豪國際集團股份有限公司）from July 1995 to June 2007. He worked as the deputy general manager of the asset and finance department of Jiangsu Silk Group Co., Ltd. （江蘇省絲綢集團有限公司, the former name of SOHO Holdings) from June 2007 to December 2007. He served as the general manager of the asset and finance department of SOHO Holdings from January 2008 until March 2013. He worked as the director and general manager of both Jiangsu SOHO Venture Capital Investment Co., Ltd.（江蘇蘇豪創業投資有限公司）and Jiangsu SOHO Investment Management Co., Ltd.（江蘇

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BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR DIRECTORS

APPENDIX I

蘇豪投資管理有限公司）from February 2008 to March 2013. He served as the chief financial officer of Jiangsu SOHO International Group Co., Ltd. from June 2008 to March 2013. He has served as the assistant to the president of SOHO Holdings and the director and general manager of Jiangsu SOHO Investment Group Co., Ltd. （江蘇蘇豪投資集團有限公司） since March 2013.

Mr. Zhang Ke （張柯） , with Chinese nationality but without permanent residency abroad, was born in February 1973, holds a master’s degree and is a senior international business executive.

Mr. Zhang Ke worked as a financial manager at the financial department of Jiangsu Silk Import & Export Group Co., Ltd.（江蘇省絲綢進出口集團股份有限公司）from August 1995 to December 1998. He served as a salesman at the knitwear department of Jiangsu SOHO International Group Garment Co., Ltd.（江蘇蘇豪國際集團服裝有限公司）from January 1999 to December 1999. He was the deputy general manager of the brand development department of Jiangsu SOHO International Group Garment Co., Ltd. from December 1999 to August 2000. He served as the assistant to the general manager of Jiangsu SOHO International Group Garment Co., Ltd. from August 2000 to July 2002. He was the deputy general manager of Jiangsu SOHO International Group Garment Co., Ltd. from July 2002 to January 2003. He was the deputy general manager of the garment branch of Jiangsu SOHO International Group Co., Ltd. from January 2003 to December 2004. He worked as the general manager of the garment branch of Jiangsu SOHO International Group Co., Ltd. from December 2004 to August 2005. He served as the assistant to the general manager of Jiangsu SOHO International Group Co., Ltd. from March 2005 to April 2008. He was the deputy general manager of Jiangsu SOHO International Group Co., Ltd. from April 2008 to August 2010. He served as the general manager of Jiangsu SOHO Garment Co., Ltd.（江蘇蘇豪服裝有限公司） from August 2005 to August 2013. He was as a member of the Party committee of Jiangsu SOHO International Group Co., Ltd. from August 2010 to April 2015. He served as the chairman of Jiangsu SOHO Garment Co., Ltd. from May 2011 to June 2015. Mr. Zhang has been a deputy secretary of the Party committee, general manager and a director of Jiangsu Hongye Company Limited（江蘇弘業股份有限公司）since April 2015; he has been working at the Company as a non-executive Director since May 2016.

Mr. Shan Bing （單兵） , with Chinese nationality but without permanent residency abroad, was born in December 1967 and holds a master’s degree.

Mr. Shan Bing was the board secretary of Nantong Machine Tool Co., Ltd.（南通機床股份有限公司）from July 1990 to April 2000. He had been a fund manager and the head of the research department of Shanghai research department of Guosen Securities Co., Ltd.（國信證券有限責任公司）from April 2000 to April 2002. He served as the chief researcher of the asset management division and the head of portfolio investment department of Xing’an Securities Co., Ltd. （興安證券有限責任公司）from May 2002 to January 2006. From April 2006 to June 2007, he was the vice president and investment director of Shanghai Yuanji Investment Co., Ltd.（上海源吉投資有限公司）. From April 2006 to June 2007, he was also the investment director of Shanghai Junding Investment Co., Ltd. （上海駿鼎投資有限公司）. He had been the deputy general manager and research director of Jiangsu Winfast Investment Holding Group Co., Ltd.（江蘇瑞華投資控股集團有限公司）from June 2007 to March 2013. He

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BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR DIRECTORS

APPENDIX I

was a partner and the investment director of Shanghai Vstone Capital Co., Ltd.（上海凱石益正資產管理有限公司） from March 2013 to February 2017. He has been a non-executive director of Jiangsu Holly Su Industrial Co., Ltd. （江蘇弘蘇實業有限公司） since February 2017. He has been an executive director and the general manager of Shanghai Beiyuan Investment Management Co., Ltd.（上海貝元投資管理有限公司）since February 2017. He has been a non-executive director of the Company since May 2017.

Mr. Zhang Hongfa（張洪發） , with Chinese nationality but without permanent residency abroad, was born in September 1964, holds a bachelor’s degree and is a senior accountant and a Certified Public Accountant in the PRC.

Mr. Zhang Hongfa was appointed as the independent non-executive Director in July 2013. Mr. Zhang Hongfa had been a lecturer at Jiangsu Radio and Television University（江蘇廣播電視大學, now known as Jiangsu Open University （江蘇開放大學）) from September 1986 to August 1993 and performed social audit work for Jiangsu Provincial Firm of Accountants （江蘇省會計師事務所）from September 1993 to May 1998. He worked in the Jiangsu Institute of Certified Public Accountants（江蘇省註冊會計師協會）from June 1998 to August 2014. He had also been the deputy secretary general of Jiangsu Province Appraisal Society（江蘇省資產評估協會）from August 2014 to June 2017; served as the chief secretary of Jiangsu Province Appraisal Society since July 2017.

Mr. Lam Kai Yeung（林繼陽） , with Chinese nationality and permanent residency in Hong Kong, was born in July 1969 and holds a master’s degree. Mr. Lam Kai Yeung is a fellow of the Association of Chartered Certified Accountants, a fellow of the Hong Kong Institute of Certified Public Accountants and also a licensed person for type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO.

Mr. Lam Kai Yeung was appointed as an independent non-executive Director in June 2015. He has been an independent non-executive director of Starrise Media Holdings Limited (formerly known as Silverman Holdings Limited, a company listed on the Main Board of the Stock Exchange, stock code: 1616) since June 2012, an independent non-executive director of Hua Long Jin Kong Company Limited (formerly known as Highlight China IoT International Limited and Ford Glory Group Holdings Limited, a company listed on the Main Board of the Stock Exchange, stock code: 1682) from August 2014 to May 2017 and an executive director of the same company since June 2017, an independent non-executive director of Sunway International Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 58) from May 2015 to July 2018 and an executive director of the same company since July 2018, an independent non-executive director of Finsoft Financial Investment Holdings Limited (formerly known as Finsoft Corporation, a company listed on GEM of the Stock Exchange, stock code: 8018) since June 2015, an independent non-executive director of Kong Shum Union Property Management (Holding) Limited (a company listed on GEM of the Stock Exchange, stock code: 8181) since October 2015 and an independent non-executive director of Kin Shing Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1630) since May 2017.

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BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR DIRECTORS

APPENDIX I

Mr. Wang Yuetang（王躍堂） , with Chinese nationality but without permanent residency abroad, was born in June 1963, holds a doctor’s degree, and is a Certified Public Accountant in the PRC.

Mr. Wang Yuetang worked as a lecturer at Yangzhou Teachers College from July 1985 to August 1990, and was responsible for teaching mathematics; worked as a lecturer at Yangzhou University from April 1993 to August 1997, and was responsible for teaching accounting; worked as a visiting scholar at Cornell University in the United States from January 2009 to June 2009; worked as Professor of Accounting at Nanjing University since December 2000 and was responsible for teaching accounting. Mr. Wang Yuetang is currently the Dean of School of Management, Professor of Accounting and vice president of Business School of Nanjing University.

If the above candidates are appointed as Directors, each of them will enter into a service contract with the Company and shall hold his/her office until the expiry of the term of the third session of the Board. The remuneration of the Directors of the third session of the Board will be determined in accordance with the relevant regulations and mechanisms.

As at the Latest Practicable Date, save as disclosed above, the Director candidates had confirmed that they (i) had not held any directorships in other publicly listed companies in the last three years; (ii) did not have any relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) did not have any interests in shares of the Company within the meaning of Part XV of the SFO.

Each of the candidates for independent non-executive Directors has met the independence requirements as set out in Rule 3.13 of the Listing Rules.

Save as disclosed above, there is no other matter relating to the proposed appointment of Directors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR SUPERVISORS

APPENDIX II

The biographical details of the candidates for Supervisors (including employee representative Supervisor) are as follows:

Ms. Xu Yingying（徐瑩瑩） , with Chinese nationality but without permanent residency abroad, was born in November 1984 and holds a bachelor’s degree.

Ms. Xu Yingying was appointed as the chairlady of the Supervisory Committee and an employee representative Supervisor in November 2012 and is primarily responsible for supervising the performance of duties by the Directors and members of the senior management of the Company. Ms. Xu Yingying has been engaged with Jiangsu Holly (the predecessor company of the Company) since July 2007 and worked at various positions as a staff, person-in-charge and assistant to manager of the administration and human resource department. She has served as the deputy general manager of the human resources department of the Company from February 2012 to July 2016 and was promoted to general manager and the director of the Party office of the human resources department from July 2016 to May 2018; deputy secretary of the disciplinary committee and the general manager of discipline inspection & supervision department of the Company since June 2018.

Ms. Wang Jianying （王健英） , with Chinese nationality but without permanent residency abroad, was born in October 1966, holds a postgraduate’s degree and is a senior accountant in the PRC.

Ms. Wang Jianying was appointed as a Supervisor in December 2014 and is primarily responsible for supervising the performance of duties by the Directors and members of the senior management of the Company. Ms. Wang Jianying served as a clerk, senior staff member and section chief of Jiangsu Provincial Foreign Trade and Economic Cooperation Department （江蘇省外經貿廳） from August 1986 to December 2000. She worked as the deputy general manager and general manager of the financial department of Jiangsu Skyrun International Group Co., Ltd.（江蘇開元國際集團有限公司）from January 2001 to July 2007. She has served as the chief accountant, the general manager of the enterprise management department and the operation department of Jiangsu High Hope International Group Co., Ltd.（江蘇匯鴻國際集團股份有限公司）since August 2007.

Ms. Yu Hong（虞虹） , with Chinese nationality but without permanent residency abroad, was born in August 1975 and holds a master’s degree.

Ms. Yu Hong was appointed as a Supervisor in November 2017, primarily responsible for supervising the performance of duties by the Directors and members of the senior management of the Company. Before joining the Company, Ms. Yu Hong worked at Jiangsu Silk Group Co., Ltd. (the former name of SOHO Holdings) from May 2006 to August 2010 as the chief secretary of the office and assistant for the general manager of the human resources department successively. From August 2010 to May 2015, Ms. Yu served successively as deputy general manager and general manager of the human resources department, the chief of the general manager office and the director of the Party office at Jiangsu SOHO International Group Co., Ltd.. She served as deputy general manager of the legal department (in charge) at SOHO Holdings from May 2015 to July 2016. She has

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APPENDIX II BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR SUPERVISORS

worked at the Company since July 2016, where she served as the secretary of the Board and she is currently the deputy secretary of the Party Committee and the secretary of the Disciplinary Committee.

If the above candidates are appointed as Supervisors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the third session of the Supervisory Committee. The emoluments of the Supervisors of the third session of the Supervisory Committee will be determined in accordance with the relevant regulations and mechanisms.

As at the Latest Practicable Date, save as disclosed above, the Supervisor candidates had confirmed that they (i) had not held any directorships in other publicly listed companies in the last three years; (ii) did not have any relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) did not have any interests in shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter relating to the proposed appointment of Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

Holly Futures

(Stock Code: 3678)

NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 first extraordinary general meeting (the “ New EGM ”) of the Company will be held at 2 p.m. on Thursday, 15 November 2018 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People’s Republic of China, for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

to consider and approve the extension of the validity period of the resolutions relating to application for initial public offering and listing of Renminbi ordinary shares of the Company (the “ A Shares ”) (the “ A Share Offering ”);
to consider and approve the extension of the validity period of the authorisation granted to the board of directors of the Company to apply for the A Share Offering and listing of A Shares;

AS ORDINARY RESOLUTIONS

to consider and approve the resolutions in relation to the re-appointment and appointment of directors of the third session of the board of directors of the Company:
3.1. the re-appointment of Mr. Zhou Yong as an executive director of the Company;
3.2. the re-appointment of Ms. Zhou Jianqiu as an executive director of the Company;
3.3. the re-appointment of Mr. Xue Binghai as a non-executive director of the Company;
3.4. the re-appointment of Mr. Zhang Ke as a non-executive director of the Company;

– EGM-1 –

NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

3.5. the re-appointment of Mr. Shan Bing as a non-executive director of the Company;
3.6. the re-appointment of Mr. Zhang Hongfa as an independent non-executive director of the Company;
3.7. the re-appointment of Mr. Lam Kai Yeung as an independent non-executive director of the Company;
3.8. the appointment of Mr. Wang Yuetang as an independent non-executive director of the Company;
to consider and approve the resolutions in relation to the re-appointment of shareholder representative supervisors of the third session of the supervisory committee of the Company:
4.1. the re-appointment of Ms. Wang Jianying as shareholder representative supervisor of the third session of the supervisory committee of the Company; and
4.2. the re-appointment of Ms. Yu Hong as shareholder representative supervisor of the third session of the supervisory committee of the Company.

By order of the Board Ms. Zhou Jianqiu Executive Director

Nanjing, the PRC, 28 September 2018

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
The register of members of the Company will be closed from Tuesday, 16 October 2018 to Thursday, 15 November 2018 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares of the Company) or the headquarters in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on Monday, 15 October 2018.
Shareholders who intend to attend the New EGM should complete the reply slip and return it by hand, by post, by email or by fax to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Friday, 26 October 2018.
Shareholders who are entitled to attend and vote at the New EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company (“ Shareholder(s) ”).

– EGM-2 –

NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
In order to be valid, the proxy form for the New EGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 2 p.m. on Wednesday, 14 November 2018) before the time for holding the New EGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the New EGM or any adjourned meetings should they so wish.

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the Shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the Shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorized, the power of attorney shall contain the number and class of shares for which such persons are authorized, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

In case of joint Shareholder for any share, only the person whose name is at the first place on the register of Shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
The address of the headquarters in the PRC of the Company is No. 50 Zhonghua Road, Nanjing, the PRC.
Shareholders or their proxies shall provide their identity documents when attending the New EGM. If corporate Shareholders appoint authorised representative to attend the New EGM, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New EGM.
Shareholders attending the New EGM shall bear their own traveling and accommodation expenses.
In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the circular of the Company dated 28 September 2018.

As at the date of this notice, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai, Mr. Zhang Ke and Mr. Shan Bing as non-executive Directors; and Mr. Li Xindan, Mr. Zhang Hongfa and Mr. Lam Kai Yeung as independent non-executive Directors.

– EGM-3 –

NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

Holly Futures

(Stock Code: 3678)

NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2018 first class meeting (the “ New Domestic Shareholders’ Class Meeting ”) of the holders of domestic shares of the Company will be held at the later of 2:30 p.m. on Thursday, 15 November 2018 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People’s Republic of China, or immediately after the conclusion of the 2018 first extraordinary general meeting of the Company held at the same date or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

to consider and approve the extension of the validity period of the resolutions relating to application for initial public offering and listing of Renminbi ordinary shares of the Company (the “ A Shares ”) (the “ A Share Offering ”); and
to consider and approve the extension of the validity period of the authorisation granted to the board of directors of the Company to apply for the A Share Offering and listing of A Shares.

By order of the Board Ms. Zhou Jianqiu Executive Director

Nanjing, the PRC, 28 September 2018

Notes:

All resolutions at the meeting will be taken by poll.
The register of members of the Company will be closed from Tuesday, 16 October 2018 to Thursday, 15 November 2018 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New Domestic Shareholders’ Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the headquarters in the PRC of the Company at No. 50 Zhonghua Road, Nanjing, the PRC, no later than 4:30 p.m. on Monday, 15 October 2018.

– DSCM-1 –

NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

Domestic shareholders who intend to attend the New Domestic Shareholders’ Class Meeting should complete the reply slip and return it by hand or by post to the headquarters in the PRC of the Company on or before Friday, 26 October 2018.
Domestic shareholders who are entitled to attend and vote at the New Domestic Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a domestic shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of a domestic shareholder or his attorney duly authorised in writing. If the domestic shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
In order to be valid, the proxy form for the New Domestic Shareholders’ Class Meeting must be deposited by hand or post to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 2:30 p.m. on Wednesday, 14 November 2018) before the time for holding the New Domestic Shareholders’ Class Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the New Domestic Shareholders’ Class Meeting or any adjourned meetings should they so wish.

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the domestic shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the domestic shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

In case of joint shareholder for any domestic share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
Domestic shareholders or their proxies shall provide their identity documents when attending the New Domestic Shareholders’ Class Meeting. If corporate domestic shareholders appoint authorised representative to attend the New Domestic Shareholders’ Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New Domestic Shareholders’ Class Meeting.
Domestic shareholders attending the New Domestic Shareholders’ Class Meeting shall bear their own traveling and accommodation expenses.
In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the circular of the Company dated 28 September 2018.

– DSCM-2 –

NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

– DSCM-3 –

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

Holly Futures

(Stock Code: 3678)

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2018 first class meeting (the “ New H Shareholders’ Class Meeting ”) of the holders of H shares of the Company will be held at the later of 3 p.m. on Thursday, 15 November 2018 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People’s Republic of China, or immediately after the conclusion of the 2018 first class meeting of the holders of domestic shares of the Company held at the same date or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

to consider and approve the extension of the validity period of the resolutions relating to application for initial public offering and listing of Renminbi ordinary shares of the Company (the “ A Shares ”) (the “ A Share Offering ”); and
to consider and approve the extension of the validity period of the authorisation granted to the board of directors of the Company to apply for the A Share Offering and listing of A Shares.

By order of the Board Ms. Zhou Jianqiu Executive Director

Nanjing, the PRC, 28 September 2018

Notes:

All resolutions at the meeting will be taken by poll.

The register of members of the Company will be closed from Tuesday, 16 October 2018 to Thursday, 15 November 2018 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New H Shareholders’ Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Monday, 15 October 2018.

– HSCM-1 –

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

H shareholders who intend to attend the New H Shareholders’ Class Meeting should complete the reply slip and return it by hand, by post, by email or by fax to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before Friday, 26 October 2018.
H shareholders who are entitled to attend and vote at the New H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a H shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of a H shareholder or his attorney duly authorised in writing. If the H shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
In order to be valid, the proxy form for the New H Shareholders’ Class Meeting must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours (i.e. not later than 3 p.m. on Wednesday, 14 November 2018) before the time for holding the New H Shareholders’ Class Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the New H Shareholders’ Class Meeting or any adjourned meetings should they so wish.

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the H shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the H shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorise.

In case of joint shareholder for any H share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
H shareholders or their proxies shall provide their identity documents when attending the New H Shareholders’ Class Meeting. If corporate H shareholders appoint authorised representative to attend the New H Shareholders’ Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New H Shareholders’ Class Meeting.
H shareholders attending the New H Shareholders’ Class Meeting shall bear their own traveling and accommodation expenses.
In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the circular of the Company dated 28 September 2018.

– HSCM-2 –

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

– HSCM-3 –

AI assistant

Soho Holly Futures Co., Ltd. — Proxy Solicitation & Information Statement 2018

50861_rns_2018-09-28_a3e93c07-b8dd-4ffe-a8a0-bdf3873bf2ac.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Holly Futures

(1) TO EXTEND THE VALIDITY PERIOD OF THE RESOLUTIONS RELATING TO THE APPLICATION FOR THE A SHARE OFFERING AND LISTING AND EXTEND THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED TO THE BOARD TO APPLY FOR THE A SHARE OFFERING AND LISTING

(2) PROPOSED RE-APPOINTMENT AND APPOINTMENT OF DIRECTORS OF THE THIRD SESSION OF THE BOARD

(3) PROPOSED RE-APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

(4) NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

(5) NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING AND

(6) NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Holly Futures

I. INTRODUCTION

LETTER FROM THE BOARD

II. EXTENSION RESOLUTIONS

III. PROPOSED RE-APPOINTMENT AND APPOINTMENT OF DIRECTORS OF THE THIRD SESSION OF THE BOARD

Re-appointment and appointment of Directors

(i) Re-appointment of Directors

(ii) Appointment of Director

Retirement of Director

IV. PROPOSED RE-APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

V. CLOSURE OF REGISTER OF MEMBERS

VI. NOTICES OF THE NEW EGM AND THE NEW CLASS MEETINGS

VII. REPLY SLIPS AND FORMS OF PROXY

VIII.VOTING BY POLL AT THE NEW EGM AND THE NEW CLASS MEETINGS

IX. RESPONSIBILITY STATEMENT

X. RECOMMENDATIONS

XI. MISCELLANEOUS

Holly Futures

NOTICE OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING

AS SPECIAL RESOLUTIONS

AS ORDINARY RESOLUTIONS

Holly Futures

(Stock Code: 3678)

NOTICE OF THE 2018 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING

AS SPECIAL RESOLUTIONS

Holly Futures

NOTICE OF THE 2018 FIRST H SHAREHOLDERS’ CLASS MEETING

AS SPECIAL RESOLUTIONS

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Soho Holly Futures Co., Ltd. Proxy Solicitation & Information Statement 2018