Television Broadcasts Limited - AGM Information 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Fortune Financial Group Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 290)

Website: http://www.290.com.hk

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS;

(3) APPOINTMENT OF AUDITOR;

(4) ADOPTION OF SHARE OPTION SCHEME; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of China Fortune Financial Group Limited to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 2 September 2021 at 11:00 a.m. is set out on pages 32 to 37 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than Tuesday, 31 August 2021 at 11:00 a.m.) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish and in such event the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page ii of this circular for measures being taken to prevent and control the spread of COVID-19, including:

compulsory temperature checks;
— health declarations; — compulsory wearing of surgical face masks; and
no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. All attendees are requested to wear surgical face masks at all times at the venue of the AGM. Shareholders are reminded that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

30 July 2021

		Page
PRECAUTIONARY MEASURES FOR THE AGM.............................................................		ii
DEFINITIONS...........................................................................................................................		1
LETTER	FROM THE BOARD
1.	Introduction ..............................................................................................................	5
2.	Proposed grant of the Issue Mandate,
	the Repurchase Mandate and the Extension Mandate ..........................................	6
3.	Proposed re-election of retiring Directors ................................................................	7
4.	Proposed appointment of auditor .............................................................................	7
5.	Proposed adoption of Share Option Scheme ............................................................	8
6.	The AGM .................................................................................................................	12
7.	Record date for AGM...............................................................................................	13
8.	Recommendations ....................................................................................................	13
9.	Responsibility Statement .........................................................................................	13
APPENDIX I — EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE............................................................	14
APPENDIX II — BIOGRAPHY OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM............................................	17
APPENDIX III — SUMMARY OF PRINCIPAL TERMS OF THE
	SHARE OPTION SCHEME.............................................................	22
NOTICE	OF AGM.....................................................................................................................	32

– i –

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing spread of COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

(i) compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
(ii) all attending Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any pandemic affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www. chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue;
(iii) all attendees are requested to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats; and
(iv) no refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the rights to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

The Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights in the Company. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the website of Hong Kong Exchanges and Clearing Limited, at www.hkexnews.hk and the website of the Company at www.290.com. hk respectively. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

– ii –

DEFINITIONS

In this circular, unless otherwise defined, terms used herein shall have the following meanings:

“AGM”
the annual general meeting of the Company to be convened and held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 2 September 2021 at 11:00 a.m. or any adjournment thereof;
“Articles of Association”
the articles of association of the Company as amended from time to time;
“associate(s)”

has the meaning ascribed to it/them under the Listing Rules;

“Board”
the board of Directors;
“Business Associate”

an individual or entity who may be:

(a) any advisor or consultant (in the areas of legal, technical, financial, corporate, managerial or any business or business development of the Group or any Invested Entity) to the Group or any Invested Entity;
(b) any provider or supplier of goods or services to the Group or any Invested Entity; or
(c) any customer of the Group or of any Invested Entity;
“Business Day(s)”

any day (excluding Saturday and Sunday) on which banks in Hong Kong generally are open for business and the Stock Exchange is open for the business of dealing in securities;

“close associates”

has the meaning ascribed to it/them under the Listing Rules;

“Company”

China Fortune Financial Group Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the main board of the Stock Exchange;

“connected person(s)”

has the meaning ascribed to it/them under the Listing Rules;

“core connected person”

has the meaning ascribed to it/them under the Listing Rules;

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

– 1 –

DEFINITIONS

“Employee”

any Director or employee of the Company, whether full time or otherwise, or any employee or director (inclusive of any executive director, non-executive director and independent non-executive director) of any subsidiary of the Company or Invested Entity, whether full-time or otherwise;

“Existing Share Option Scheme” the existing share option scheme adopted by the Company on 19 August 2011;
“Extension Mandate” a general and unconditional mandate to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate set out as resolution no. 6 in the Notice of AGM;
“Grantee(s)” any Participant who accepts an offer of the grant of an Option in accordance with the provisions of the Share Option Scheme, or (where the context so permits) the Personal Representative(s) entitled to such Option in consequence of the death of such original Participant (being an individual), or (where the context so permits) a nominee who is appointed in accordance with the provisions of the Share Option Scheme;
“Group” the Company and its subsidiaries from time to time;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC;
“Invested Entity(ies)” any entity in which any member of the Group holds any equity interest;
“Inside Information” has the meaning defined in the SFO as amended from time to time;
“Issue Mandate” a general and unconditional mandate to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of the relevant resolution set out as resolution no. 4 in the Notice of AGM;
“Latest Practicable Date” 23 July 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;
“Listing Committee” has the meaning as ascribed under the Listing Rules;

– 2 –

DEFINITIONS

“Listing Rules”

“Notice of AGM”
“Option(s)”

“Option Period”

“Participant(s)”

The Rules Governing the Listing of Securities on the Stock Exchange;

the notice convening the AGM as set out on pages 32 to 37 of this circular

any option(s) granted or to be granted to Participant(s) to subscribe for the Shares pursuant to the Share Option Scheme;

in respect of any particular Option, a period (which may not expire later than 10 years from the date of offer of that Option to a Participant) to be determined and notified by the Board to the Grantee thereof and, in the absence of such determination, from the date of offer of that Option to a Participant to the earlier of (i) the date on which such Option lapses under the provisions of the Share Option Scheme; and (ii) 10 years from the date of offer of that Option;

the following classes of persons who may be invited by the Board to take up Options to subscribe for Shares:

(i) any Employee;
(ii) any Business Associate;
(iii) any person or entity that provides research, development or other technological support to the Group or any Invested Entity; and
(iv) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity.

The eligibility of any of the above classes of Participants to the grant of any Option shall be determined by the Board from time to time and on a case-by-case basis subject to the Board’s opinion as to, among others, their contribution or potential contribution to the development and growth of the Group or Invested Entity;

“Personal Representative(s)”

the person or persons who, by virtue of the laws of succession applicable in respect of the death of a Grantee (being an individual), is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised);

– 3 –

DEFINITIONS

“PRC” The People’s Republic of China which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
“Repurchase Mandate” a general and unconditional mandate to be granted to the Directors to exercise all the powers of the Company to repurchase Shares on the Stock Exchange which shall not exceed 10% of the total number of issued Shares as at the date of the passing of the relevant resolution set out as resolution no. 5 in the Notice of AGM;
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company;
“Share Option Scheme” the share option scheme proposed to be adopted by the Company at the AGM, a summary of the principal terms of which is set out in Appendix III to the circular;
“Shareholder(s)” holder(s) of Share(s);
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Subscription Price” the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to the Share Option Scheme;
“substantial shareholder(s)” has the meaning ascribed to it/them under the Listing Rules;
“Takeovers Code” The Codes on Takeovers and Mergers; and
“%” per cent.

– 4 –

LETTER FROM THE BOARD

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China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability) (Stock code: 290) Website: http://www.290.com.hk

Executive Directors: Mr. XIE Zhichun (Chairman) Mr. ZHU Yi (Chief Executive Officer) Ms. SUN Qing

Non-Executive Directors: Mr. HAN Hanting Mr. CHEN Zhiwei Mr. WU Ling

Registered Office: P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands Head Office and Principal Place of Business in Hong Kong: Units No. 4102-06, 41/F, COSCO Tower 183 Queen’s Road Central Hong Kong

Independent Non-Executive Directors: Mr. CHAN Kin Sang Mr. CHIU Kung Chik Mr. LI Gaofeng Mr. LIU Xin

30 July 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) APPOINTMENT OF AUDITOR; (4) ADOPTION OF SHARE OPTION SCHEME; AND (5) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM and to give you notice of the AGM. Resolutions to be proposed at the AGM include, among other things, (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of the Extension Mandate; (iv) the re-election of retiring Directors; (v) the appointment of auditor of the Company; and (vi) the adoption of the Share Option Scheme.

– 5 –

LETTER FROM THE BOARD

2. PROPOSED GRANT OF THE ISSUE MANDATE, THE REPURCHASE MANDATE AND THE EXTENSION MANDATE

Issue Mandate

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with unissued Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 915,307,885 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 183,061,577 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, such number of Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 915,307,885 Shares were in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 91,530,788 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

Extension Mandate

In addition, an ordinary resolution will also be proposed at the AGM to extend the Issue Mandate by an addition of an amount representing the number of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting.

– 6 –

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 116 of the Articles of Association, Mr. XIE Zhichun, Mr. ZHU Yi, Mr. CHEN Chiwei and Mr. CHIU Kung Chik (“ Mr. Chiu ”) shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.

According to the terms of reference of the nomination committee of the Company (the “ Nomination Committee ”), the Nomination Committee will make recommendations to the Board on the appointment and re-appointment of the Directors. In proposing an independent non-executive Director for re-election at the AGM, the Nomination Committee has reviewed and considered, among others, the key attributes (including age, seniority, qualifications, area of expertise and experience of the retiring independent non-executive Directors) to the Board and requirements pertaining to independence, continuity, professional competence and diversity of the Board.

Mr. Chiu holds a bachelor’s degree in Economics and has extensive experience and knowledge in investment banking, capital financing, corporate restructuring, merger and acquisition, complex transaction structuring, etc. The Nomination Committee considered that Mr. Chiu (i) has professional background and experience which are relevant to the operation or businesses of the Group; and (ii) can contribute to diversity of the Board in terms of age, seniority, area of expertise and experience. The Nomination Committee has also reviewed and assessed the annual independence confirmation provided by Mr. Chiu to the Board confirming that he has satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules. The Nomination Committee considered that he remains independent.

Pursuant to Rule 13.74 of the Listing Rules, the biographical details of Mr. XIE Zhichun, Mr. ZHU Yi, Mr. CHEN Chiwei and Mr. Chiu are set out in Appendix II to this circular.

4. PROPOSED APPOINTMENT OF AUDITOR

Reference is made to the announcement of the Company dated 20 July 2021 regarding the proposed change of auditor (the “ Announcement ”). As set out in the Announcement, the Company and Grant Thornton Hong Kong Limited (“ Grant Thornton ”) could not reach a consensus on the audit fee for the financial year ending 31 March 2022. Accordingly, Grant Thornton will not seek for re-appointment upon its retirement as the auditor of the Company at the AGM.

With the recommendation from the audit committee of the Company (the “ Audit Committee ”), the Board has resolved to propose the appointment of BDO Limited (“ BDO ”) as the new auditor of the Company following the retirement of Grant Thornton at the AGM.

– 7 –

LETTER FROM THE BOARD

Grant Thornton has confirmed that there are no matters in connection with its retirement that need to be brought to the attention of the Shareholders. The Board and the Audit Committee have also confirmed that there are no matters or circumstances in connection with the proposed change of the auditor of the Company that need to be brought to the attention of the Shareholders.

The proposed appointment of auditor of the Company is subject to approval by the Shareholders by way of an ordinary resolution at the AGM and the satisfaction of the BDO’s client acceptance procedures. In this regard, an ordinary resolution set out as resolution no. 3 in the Notice of AGM will be proposed at the AGM.

5. PROPOSED ADOPTION OF SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted on 19 August 2011 and will expire on 18 August 2021. In view of the expiration of the Existing Share Option Scheme, the Board proposes to adopt the Share Option Scheme pursuant to Chapter 17 of the Listing Rules, and a resolution will be proposed at the AGM for the adoption of the Share Option Scheme. As at the Latest Practicable Date, (i) the Company had no unexpired share option scheme other than the Existing Share Option Scheme; and (ii) there were no outstanding share options granted under any share option scheme of the Company.

The Directors consider that the Share Option Scheme will enable the Group to incentivize and reward the Participants for their contribution to the Group. Given that the Board shall be entitled to determine any performance targets to be achieved as well as the minimum period that an Option shall be held before an Option can be exercised on a case by case basis, and that the Subscription Price of an Option cannot in any event fall below the price stipulated in the Listing Rules or such higher price as may be fixed by the Board, it is expected that Grantees of an Option will make an effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the Options granted.

– 8 –

LETTER FROM THE BOARD

The Share Option Scheme intends to cover the Participants, which include:

(i) any Employee;
(ii) any Business Associate;
(iii) any person or entity that provides research, development or other technological support to the Group or any Invested Entity (the “ Support Entities ”); and
(iv) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity (the “ Shareholding Entities ”).

The Board is of the view that the long term growth and development of the Group cannot be achieved by the Employees alone as it is also dependent on the co-operation and contribution of the other Participants which have a significant impact on the business and daily operations of the Group.

The grant of Options under the Share Option Scheme to the Business Associates and the Support Entities would act as an incentive and reward for their support and loyalty to the Group or relevant Invested Entity and strengthen the business relationship between such parties and the Group or relevant Invested Entity. The grant of Options under the Share Option Scheme to the Shareholding Entities would also enable the Company to reward and incentivize the Shareholding Entities who are able to contribute to the long term growth and development of the Group or any Invested Entity, and would encourage those who are long-term strategic investors or partners of the Group or Invested Entities to align their interests with that of the Group.

For the above reasons, the Board considers that it is necessary to ensure the scope of the Participants under the Share Option Scheme is wide enough to cover the persons and entities who are not Employees, but who are able to contribute to the Group, to allow the Company to have sufficient flexibility to provide incentives and rewards to these persons and entities as the Company considers commercially appropriate and beneficial to the Group.

The terms of the Share Option Scheme provide that the Board shall be entitled to grant any Option to any Participant as the Board may in its absolute discretion select and subject to such criteria, conditions, restrictions or limitations as the Board may think fit. The eligibility of the Participants to the grant of any Option shall be determined by the Board from time to time and on a case-by-case basis subject to the Board’s opinion as to, among others, the Participant’s contribution or potential contribution to the development and growth of the Group or Invested Entity. The Board will also take into account the following factors when assessing the eligibility of Participants:

– 9 –

LETTER FROM THE BOARD

(i) where the Participant is an Employee, the Board will take into account, among others, the relevant Employee’s
(a) individual performance;
(b) responsibilities;
(c) commitment to the Group or Invested Entity (including, but not limited to, the duration of the Employee’s employment with the Group or Invested Entity and working hours); and/or
(d) value to the Group or Invested Entity, taking into account, among others, the Employee’s experience, professional qualifications and industry-specific knowledge; or
(ii) where the Participant is not an Employee, the Board will take into account, among others (where applicable):
(a) the quality or importance of the services/goods provided/supplied or expected to be provided/supplied by the relevant Participant to the Group or Invested Entity;
(b) the actual or expected change in the Group’s or Invested Entity’s revenue or profits which is or may be attributable to the provision/supply or expected provision/supply of such services/goods by the relevant Participant;
(c) the actual or expected degree of involvement in and/or co-operation by the relevant Participant with Group or Invested Entity, taking into account, among others, the number, scale and nature of projects of the Group or Invested Entity involved in by the relevant Participant and the duration of the relevant Participant’s business relationship with the Group; and/or
(d) the relevant Participant’s value to the Group or Invested Entity, taking into account, among others, the relevant Participant’s experience, professional qualifications and industry-specific knowledge.

Unless otherwise determined by the Board, there are no performance targets which must be achieved and no minimum period for which an Option must be held before the Options can be exercised. Taking into consideration the factors affecting the eligibility of the relevant Participant, the Board will, if it deems appropriate, consider setting vesting periods and/or vesting conditions such as specific and quantifiable performance targets upon the grant of Options to such Participant to ensure that the grant of such Options will be beneficial to the Group. The Company will request a formal agreement to be entered into with the relevant Participant before granting Options to such Participant. The Board will also determine the Subscription Price in respect of any Option, which shall not be less than the higher of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which shall be a Business Day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant; and (iii) the nominal value of the Shares.

– 10 –

LETTER FROM THE BOARD

The total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not, in aggregate, exceed 10% of the total number of issued Shares of the Company as at the date of approval of the Share Option Scheme. The Board shall not grant any Options which would result in the maximum aggregate number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company exceeding 30% of the total number of Shares in issue from time to time (“ Scheme Limit ”). No Options may be granted under the Share Option Scheme or any other share option schemes of the Company if this will result in the Scheme Limit being exceeded.

As at the Latest Practicable Date, there were 915,307,885 Shares in issue. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date to the date of the AGM on which the Share Option Scheme is expected to be adopted by the Shareholders, subject to the Share Option Scheme becoming effective, the number of Shares that may be issued pursuant to the Share Option Scheme will be 91,530,788 Shares, being 10% of the Company’s total number of Shares in issue as at the Latest Practicable Date. As at the Latest Practicable Date, the Company had no plan or intention to grant any Options under the Share Option Scheme within 12 months from the date of adoption of the Share Option Scheme.

There is no trustee regime under the Share Option Scheme. As such, none of the Directors are trustees of the Share Option Scheme or have any direct or indirect interest in the trustees. In respect of the operation of the Share Option Scheme, the Company will comply with all relevant requirements under Chapter 17 of the Listing Rules.

Conditions of the adoption of the Share Option Scheme

The Share Option Scheme is conditional upon:

(a) the Listing Committee granting the listing of, and permission to deal in, such number of Shares to be allotted and issued by the Company pursuant to the exercise of the Options in accordance with the terms and conditions of the Share Option Scheme (up to 10% of the Shares in issue as at the date of the AGM); and
(b) the passing of the necessary resolution by the Shareholders at the AGM to approve and adopt the Share Option Scheme.

Value of the Options

The Directors consider that it is not appropriate to state the value of all Options that can be granted pursuant to the Share Option Scheme as if they had been granted at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders, taking into account the number of variables which are crucial for the calculation of the value of the Options which have not been determined. Such variables include the Subscription Price, exercise period, any lock-up period (if any), performance targets set (if any) and other relevant variables.

– 11 –

LETTER FROM THE BOARD

General

A summary of the principal terms of the Share Option Scheme is set out in Appendix III to this circular. A copy of the Share Option Scheme is available for inspection during normal business hours at the principal place of business of the Company at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong from the date of this circular and up to and including the date of the AGM and at the AGM.

Application will be made to the Listing Committee for the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of the Options in accordance with the terms and conditions of the Share Option Scheme (up to 10% of the Shares in issue as at the date of the AGM).

6. THE AGM

A notice convening the AGM to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 2 September 2021 at 11:00 a.m. is set out on pages 32 to 37 of this circular. A copy of the annual report of the Company for the year ended 31 March 2021 is despatched to the Shareholders together with this circular. Ordinary resolutions approving, among others, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of retiring Directors, the appointment of the auditor of the Company and the adoption of the Share Option Scheme will be proposed at the AGM.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than Tuesday, 31 August 2021 at 11:00 a.m.) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the AGM will demand on poll for every resolution put to the vote at the AGM pursuant to Article 80 of the Articles of Association. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM under the Listing Rules.

– 12 –

LETTER FROM THE BOARD

7. RECORD DATE FOR AGM

In order to determine the eligibility of the Shareholders to attend and vote at the AGM of the Company which is scheduled to be held on Thursday, 2 September 2021, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301- 04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration by no later than 4:00 p.m. on Friday, 27 August 2021. Shareholders whose names are recorded in the register of members of the Company on Friday, 27 August 2021 are entitled to attend and vote at the AGM.

8. RECOMMENDATIONS

The Directors consider that the proposed ordinary resolutions as set out in the Notice of AGM are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

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

9. 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.

By Order of the Board China Fortune Financial Group Limited ZHU Yi Chief Executive Officer and Executive Director

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 915,307,885.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate (as set out in resolution no. 5 of the notice of the AGM) and on the basis that no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate would allow the repurchase by the Company of a maximum of 91,530,788 Shares during the period as set out in resolution no. 5 of the Notice of AGM, representing not more than 10% of the total number of issued Shares as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

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

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.

There might be an adverse impact on the working capital or gearing position of the Company (as compared with its financial position as disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 March 2021) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. The Directors, however, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time be appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:

	Price Per Share*	Price Per Share*
	Highest	Lowest
	HK$	HK$
2020
July	0.910	0.470
August	0.890	0.690
September	0.770	0.600
October	0.790	0.280
November	0.770	0.500
December	0.550	0.400
2021
January	0.540	0.430
February	0.465	0.380
March	0.455	0.380
April	0.590	0.390
May	0.550	0.330
June	0.345	0.260
July (up to and including the Latest Practicable Date)	0.350	0.270

For illustrative purpose only, the Share prices for the period from 1 July 2020 to 19 October 2020 (both days inclusive) were adjusted taking into account the share consolidation of the Company effective from 20 October 2020.

5. INTENTION AND UNDERTAKING

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that such mandate is approved by the Shareholders.

No core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

6. TAKEOVERS CODE CONSEQUENCE

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

As at the Latest Practicable Date, Riverhead Capital (International) Management Co., Ltd. (“ Riverhead Capital ”) (the single largest substantial Shareholder) beneficially held 274,435,000 Shares, representing approximately 29.98% of the issued share capital of the Company. Riverhead Capital is owned as to 80% by Mr. XIE Zhichun and as to 20% by Ms. XIE Juhan who is the daughter of Mr. XIE Zhichun. On the basis that no further Shares are issued or repurchased prior to the AGM and the shareholding of Riverhead Capital remains unchanged, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, if so approved, in accordance with the terms of resolution no. 5 as set out in the Notice of AGM, the shareholding of Riverhead Capital will be increased from approximately 29.98% to approximately 33.31%. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that (i) it will trigger the obligations under the Takeovers Code to make a mandatory offer or (ii) the number of Shares in the hands of public will fall below the prescribed minimum level of 25%.

7. SHARE REPURCHASE MADE BY THE COMPANY

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

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APPENDIX II BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The following are the biographical details of the Directors who are proposed to be re-elected at the AGM:

EXECUTIVE DIRECTORS

Mr. XIE Zhichun (“Mr. Xie”) , aged 63, was appointed as an executive Director, the chairman of the Board and a member of the remuneration committee of the Company (“ Remuneration Committee ”) in January 2017. He was further appointed as the chairman of the Nomination Committee in March 2017. Mr. Xie is also a director of certain subsidiaries of the Group. Mr. Xie graduated from Heilongjiang University in 1982 with a bachelor’s degree in philosophy. He then further studied and obtained a master’s degree in economics from Harbin Institute of Technology in 1993 and a doctorate in economics from Nankai University in 2004.

Mr. Xie has extensive experience in banking, securities and investment fields. He is currently the vice chairman of the consultation committee of Shenzhen Qianhai Shekou Free Trade Zone and Qianhai Shenzhen Hong Kong Cooperation Zone. He is also a professor of China Center for Special Economic Zone Research of Shenzhen University and a postgraduate supervisor of PBC School of Finance of Tsinghua University. Mr. Xie is currently an independent non-executive director of China Taiping Insurance Holdings Company Limited (listed on the main board of the Stock Exchange) and China Minsheng Banking Corp., Ltd. (listed on both the main board of the Stock Exchange and the Shanghai Stock Exchange).

Mr. Xie has held various key positions in certain banks, securities firms and insurance companies in the PRC and listed companies in Singapore, and has extensive experience in management of financial institutions. Mr. Xie was an independent non-executive director of SuperRobotics Holdings Limited (listed on the GEM of the Stock Exchange) from August 2018 to May 2019 and a non-executive director of China Smartpay Group Holdings Limited (listed on the GEM of the Stock Exchange) from April 2017 to October 2018. He was a deputy general manager of China Investment Corporation (“ CIC ”) ( 中國投資有限責任公司 ) and an executive director and general manager of Central Huijin Investment Ltd. ( 中央匯金投資有限責任公司 ), a subsidiary of CIC which makes equity investment in key state-owned financial institutions in the PRC, from 2014 to 2015. From 2008 to 2014, Mr. Xie was an executive director and deputy general manager of China Everbright Group Limited ( 中國光大集團總公司 ) and the chairman of Sun Life Everbright Life Insurance Co., Ltd. ( 光大永明人壽保險有限公司 ) and Sun Life Everbright Asset Management Co., Ltd. (光大永明資產管理股份有限公司). From 2006 to 2008, he was the vice president and director of reorganisation and listing office of China Everbright Bank Company Limited. From 2001 to 2006, Mr. Xie was a director and chief executive officer of Everbright Securities Company Limited, an executive director of China Everbright Group and China Everbright Limited (listed on the main board of the Stock Exchange), a vice chairman (unattending) of China Enterprises Association (Singapore), a director of Shenyin & Wanguo Securities Co., Ltd. and Everbright Pramerica Fund Management Co., Ltd. and a vice chairman (unattending) of Securities Association of China.

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BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

From 1997 to 2001, he acted as an executive director and president of China Everbright AsiaPacific Company Limited (delisted from the Singapore Exchange Securities Trading Limited in May 2016), a director of Shenyin & Wanguo Securities Co., Ltd., the chairman of China Everbright AsiaPacific (New Zealand) Company and China Everbright (South Africa) Company, a director of China Everbright Asia-Pacific Industrial Investment Fund Management Company (中國光大亞太工業投資基金管理公司) and Thailand Sunflower Company (泰國向日葵公司). From 1992 to 1999, Mr. Xie was a director and vice president of Everbright Securities Company Limited, a director of China Everbright Financial Holding Company (Hong Kong) (中國光大金融控股公司(香港)), a general manager of northern head office of Everbright Securities Company Limited, a deputy director of preparation team and deputy president of China Everbright Bank, Dalian Branch and the general manager of the international business department of China Everbright Bank, Heilongjiang Branch.

Save as disclosed above, Mr. Xie does not hold any other position in the Group and has not held any directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Xie is deemed to be interested in 274,435,000 Shares and 35,000,000 underlying shares of the Company held by Riverhead Capital, a company which is owned as to 80% by Mr. Xie. Save as disclosed aforesaid, Mr. Xie does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Xie has entered into an employment contract with the Company for an initial term of three years with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Xie is entitled to a remuneration of HK$4,800,000 per annum which will be reviewed by the Remuneration Committee on an annual basis and approved by the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, Mr. Xie does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company (as defined under the Listing Rules) as at the Latest Practicable Date. There is no other matter that need to be brought to the attention of the Shareholders and here is no information required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in respect of the re-election of Mr. Xie at the AGM.

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BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. ZHU Yi (“Mr. Zhu”) , aged 34, was appointed as an executive Director in September 2018. He was further appointed as the chief executive officer of the Company and a member of each of the Remuneration Committee and the Nomination Committee in April 2020. He joined the Group in May 2017 and is the department head of the Compliance and Risk Management Department of the Group, responsible for overseeing the legal and compliance, risk management and internal control of the Group. He is also a director of certain subsidiaries of the Group. Mr. Zhu graduated from Peking University in 2008 with bachelor’s degrees in Laws and Economics respectively. He then further obtained a master’s degree in Laws from Southern Methodist University in the United States of America (the “ USA ”) in 2010 and a master’s degree in Laws from Peking University in 2011. Mr. Zhu is a Chartered Financial Analyst (CFA) charterholder, and possesses of a non-practicing lawyer qualification in the PRC and the New York State of the USA respectively.

Prior to joining the Group, Mr. Zhu worked with a leading global information and communication infrastructure and smart terminal provider in the PRC for several years, mainly responsible for the legal and compliance, financial analysis and project management of its cross-border capital investment projects. He has extensive and hands-on experience in project evaluation, deal structure design, due diligence, legal instruments drafting and negotiation, etc. in dealing with the merger and acquisition, joint ventures, private equity and venture capital projects of this group.

Save as disclosed above, Mr. Zhu does not hold any other position in the Group and has not held any directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Zhu had a personal interest in 824,000 Shares. Save as disclosed aforesaid, Mr. Zhu does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Zhu has entered into an employment contract with the Company for an initial term of one year with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Zhu is entitled to a remuneration of HK$2,040,000 per annum which will be reviewed by the Remuneration Committee on an annual basis and approved by the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, Mr. Zhu does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company (as defined under the Listing Rules) as at the Latest Practicable Date. There is no other matter that need to be brought to the attention of the Shareholders and here is no information required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in respect of the re-election of Mr. Zhu at the AGM.

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BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

NON-EXECUTIVE DIRECTOR

Mr. CHEN Zhiwei (“Mr. Chen”) , aged 37, was appointed as a non-executive Director in April 2018. Mr. Chen graduated from Tsinghua University with a bachelor’s degree in Economics in 2004. He then further studied at the National University of Singapore and obtained a master’s degree in Science (Estate Management) in 2009.

Mr. Chen has over 10 years of investment and research experience in the finance industry. He joined China Cinda (HK) Holdings Company Limited (“ Cinda (HK) ”) in 2010 and is currently the deputy general manager of Cinda (HK), responsible for managing the investment and financing businesses of Cinda (HK). Mr. Chen is currently an executive director of Zhongchang International Holdings Group Limited (listed on the main board of the Stock Exchange). He is also a non-executive director of Modern Land (China) Co., Limited (listed on the main board of the Stock Exchange), Silver Grant International Holdings Group Limited (formerly known as Silver Grant International Industries Limited, listed on the main board of the Stock Exchange) and SouthGobi Resources Ltd. (listed on both the main board of the Stock Exchange and the Toronto Stock Exchange).

Mr. Chen was the executive assistant to the chairman of TIG Group in Singapore between 2007 and 2010, responsible for TIG Group’s private equity investment business in the Greater China region. He was a research scholar at the National University of Singapore during 2005 and 2007.

Save as disclosed above, Mr. Chen does not hold any other position in the Group and has not held any directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Chen does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO and does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company (as defined under the Listing Rules).

Mr. Chen has entered into a letter of appointment with the Company for an initial term of one year with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Chen is entitled to a remuneration of HK$360,000 per annum which will be reviewed by the Remuneration Committee on an annual basis and approved by the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in respect of the re-election of Mr. Chen at the AGM.

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BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Chiu , aged 36, was appointed as an independent non-executive Director in March 2017. He was re-designated from a member of the Audit Committee to the chairman of the Audit Committee in March 2020. He is also the chairman of the Remuneration Committee and a member of the Nomination Committee. Mr. Chiu graduated from the University of Chicago with a bachelor’s degree in Economics. He has extensive experience and knowledge in investment banking, capital financing, corporate restructuring, merger and acquisition, complex transaction structuring, etc. Mr. Chiu currently serves as an independent non-executive director of Beijing Enterprises Clean Energy Group Limited (listed on the main board of the Stock Exchange).

From 2008 to 2015, Mr. Chiu worked with UBS AG in the investment banking department in its Hong Kong office, primarily focusing on advising large scale corporate clients on their capital market activities. During the aforesaid period, he had completed a number of high-profile capital market transactions, merger and acquisition transactions as well as debt financing transactions.

Save as disclosed above, Mr. Chiu does not hold any other position in the Group and has not held any directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Chiu does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO and does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company (as defined under the Listing Rules).

Mr. Chiu has entered into a letter of appointment with the Company for an initial term of one year with effective from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. He is entitled to a remuneration of HK$216,000 per annum which will be reviewed by the Remuneration Committee on an annual basis and approved by the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

The following is a summary of the principal terms of the Share Option Scheme, proposed to be approved and adopted by an ordinary resolution of the Shareholders at the AGM, notice of which is set out on pages 32 to 37 of this circular:

(a) Purpose of the scheme

The purpose of the Share Option Scheme is to enable the Company to grant Options to selected Participants as incentives or rewards for their contribution to the Group.

(b) Who may join

The Board (which expression shall include a duly authorised committee thereof) may, at its absolute discretion, invite any person belonging to any of the following classes of Participants, to take up Options to subscribe for Shares:

(i) any Employee;
(ii) any Business Associate;
(iii) any person or entity that provides research, development or other technological support to the Group or any Invested Entity; and
(iv) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity.

(c) Maximum number of Shares

(i) The maximum number of Shares which may be issued upon the exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 30% of the Shares in issue from time to time. No Options may be granted under the Share Option Scheme or any other share option schemes adopted by the Company if the grant of such option will result in such limit being exceeded.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(ii) The initial total number of Shares which may be issued upon exercise of all Options (excluding, for this purpose, Options which have lapsed in accordance with the terms of the Share Option Scheme and any other share option schemes of the Company) to be granted under the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme (the “ General Scheme Limit ”). Options lapsed in accordance with the terms of the Share Option Scheme will not be counted for the purpose of calculating the General Scheme Limit.
(iii) Subject to paragraph (c)(i) above but without prejudice to paragraph (c)(iv) below, the Company may issue a circular to the Shareholders and seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit and for the purpose of calculating the refreshed limit, Options (including those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme and any other share option schemes of the Company) previously granted under the Share Option Scheme and any other share option schemes of the Company will not be counted.
(iv) Subject to paragraph (c)(i) above and without prejudice to paragraph (c)(iii) above, the Company may seek separate Shareholders’ approval in general meeting to grant Options beyond the General Scheme Limit or, if applicable, the refreshed limit referred to in paragraph (c)(iii) above to Participants specifically identified by the Company before such approval is sought. In such event, the Company shall send a circular to the Shareholders containing a general description of the specified Participants, the number and terms of Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose, as well as the information and disclaimer required under the Listing Rules.
(v) For the purpose of seeking and obtaining the Shareholders’ approval in general meeting under and for the purpose of paragraph (c)(iii) and paragraph (c)(iv) above, the Company shall send a circular to the Shareholders containing information required under the Listing Rules.
(vi) If the Company conducts a share consolidation or sub-division after the General Scheme Limit or, if applicable, the refreshed limit referred to in paragraph (c)(iii) above, has been approved in general meeting, the maximum number of Shares that may be issued upon exercise of all Options to be granted under the Share Option Scheme or any other share option schemes of the Company under the General Scheme Limit, or if applicable, the refreshed limit referred to in paragraph (c)(iii) above, as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or sub-division shall be the same.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(d) Maximum entitlement of each Participant

(i) Subject to paragraph (e) below, the total number of Shares issued and which may fall to be issued upon exercise of the Options granted under the Share Option Scheme and any other share option schemes of the Company (including both exercised or outstanding Options) to each Participant in any 12-month period shall not exceed 1% of the issued Shares for the time being (the “ Individual Limit ”). Any further grant of Options to a Participant in excess of the Individual Limit (including exercised, cancelled and outstanding Options) in any 12-month period up to and including the date of such further grant shall be subject to the issue of a circular to the Shareholders and the Shareholders’ approval in general meeting of the Company with such Participant and his close associates (or his associates if the Participant is a connected person) abstaining from voting. The number and terms (including the Subscription Price) of the Options to be granted to such Participant shall be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of offer of the grant of Options for the purpose of calculating the Subscription Price in accordance with the Listing Rules.
(ii) For the purpose of seeking and obtaining the Shareholders’ approval in general meeting under and for the purpose of paragraph (d)(i) above, the Company shall send a circular to the Shareholders containing, the identity of the Participant, the number and terms of the Options to be granted (and Options previously granted to such Participant) and information required under the Listing Rules.

(e) Grant of options to connected persons

(i) Without prejudice to paragraph (e)(ii) below, any grant of Options under the Share Option Scheme to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates shall be approved by independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of the Options in question).
(ii) Without prejudice to paragraph (e)(i) above, where any grant of Options to a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:
(A) representing in aggregate over 0.1% of the Shares in issue; and
(B) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5,000,000,

such further grant of Options shall be approved by the Shareholders in general meeting.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

The Company shall send a circular to the Shareholders containing the information required under the Listing Rules and where the Listing Rules shall so require, the vote at the Shareholders’ meeting convened to obtain the requisite approval shall be taken on a poll with such Grantee, his associates and all core connected persons of the Company abstaining from voting. Any change in the terms of Options granted to a substantial shareholder of the Company or an independent non-executive Director or any of their respective associates shall be approved by the Shareholders in general meeting.

(f) Time of acceptance of an offer of the grant of Options and exercise of Options

(i) An offer of grant of an Option may be accepted by a Participant within 28 days from the date of offer of the grant of the Option (the “ Offer Date ”). A consideration of HK$1.00 is payable on acceptance of the offer of grant of an Option.
(ii) An Option may be exercised in accordance with the terms of the Share Option Scheme at any time during a period to be determined and notified by the Board to each grantee, which period may commence on the Offer Date but shall end in any event prior to the expiration of the Option Period.
(iii) Unless the Board otherwise determines and states in the offer of grant of an Option to a Participant, there is no minimum period for which an Option granted under the Share Option Scheme shall be held before it can be exercised.

(g) Performance targets

Unless the Board otherwise determines and states in the offer of grant of an Option to a Participant, the Participant concerned is not required to achieve any performance targets before any Options granted under the Share Option Scheme can be exercised.

(h) Subscription price for Shares

The Subscription Price in respect of any Option shall, subject to any adjustments made pursuant to paragraph (t) below, be a price determined by the Board, but shall not be less than the higher of (i) the closing price of Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which shall be a Business Day; (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 Business Days immediately preceding the date of grant; and (iii) the nominal value of the Shares.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(i) Ranking of Shares

(i) The Shares to be allotted and issued upon the exercise of an Option will be subject to the Articles of Association and will rank pari passu in all respects with the fully paid Shares as at the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members (the “ Exercise Date ”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date there for shall be before the Exercise Date. No dividend (including distributions made upon the liquidation of the Company) will be payable and no voting rights will be exercisable in relation to an Option that has not been exercised. A Share allotted upon the exercise of an Option shall not carry voting rights until the completion of the registration of the Grantee on the register of members of the Company as the holder thereof.
(ii) Unless the context otherwise requires, references to “Shares” in this paragraph include references to Shares in the ordinary equity share capital of the Company of such nominal amount as shall result from a subdivision, consolidation, re-classification or reduction of the Share capital of the Company from time to time.

(j) Restrictions on the time of grant of options

The Company may not grant any Options after Inside Information has come to its knowledge until (and including) the trading day after it has announced such information. In particular, the Company may not grant any Options during the period commencing one month (or such period of time as the Listing Rules may require from time-to-time) immediately preceding the earlier of:

(i) the date of the board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
(ii) the deadline for the Company to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement. Such period will cover any period of delay in the publication of a results announcement.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(k) Period of the Share Option Scheme

The Share Option Scheme shall remain in force for a period of 10 years commencing on the date of adoption of the Share Option Scheme (the “ Effective Period ”). To avoid any doubt, the Option Period may continue to run notwithstanding the expiration of the Effective Period provided that provisions of the Share Option Scheme are fully and wholly complied with.

(l) Rights on ceasing employment

If the Grantee is an Employee and ceases to be an Employee for any reason other than death, ill-health or retirement in accordance with his contract of employment or for serious misconduct or other grounds referred to in paragraph (n) below before exercising his Option in full, the Option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable unless the Board otherwise determines in which event the Grantee may exercise the Option (to the extent not already exercised) in whole or in part within such period as the Board may determine following the date of such cessation, which shall be taken to be the last day on which the Grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not.

(m) Rights on death, ill-health or retirement

If the Grantee is an Employee and ceases to be an Employee by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the Option in full, his Personal Representative(s), or, as appropriate, the Grantee may exercise the Option (to the extent not already exercised) in whole or in part within a period of 12 months following the date of cessation which date shall be the last day on which the Grantee was at work with the Group or the Invested Entity whether salary is paid in lieu of notice or not or such longer period as the Board may determine.

(n) Rights on dismissal

If the Grantee is an Employee and ceases to be an Employee by reason that he has been guilty of serious misconduct or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Board does not bring the Grantee or the Group or the Invested Entity into disrepute), his Option will lapse automatically and will not in any event be exercisable.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(o) Rights of Business Associate

Subject to paragraph (p) below, if the Grantee is a Business Associate and ceases to be a Business Associate for any reason before exercising his Option in full, such Grantee or his Personal Representative(s), as appropriate, may exercise the Option (to the extent not already exercised) in whole or in part up to his entitlement at the date of cessation within a period of 12 months following the date of cessation, failing which his Option (to the extent not already exercised) shall lapse.

(p) Rights on breach of contract

If the Board shall at its absolute discretion determine that (i) the Grantee of any Option (other than an Employee) has committed any breach of any contract entered into between such Grantee on the one part and the Group or any Invested Entity on the other part; or (ii) that such Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or (iii) such Grantee can no longer make any contribution to the growth and development of the Group by reason of the cessation of its relations with the Group or by other reason whatsoever, the Options granted to such Grantee under the Share Option Scheme shall lapse, and any part of the Option not already exercised at the date of the event referred to (i), (ii) or (iii) above shall not in any event be exercisable on or after the date on which the event referred to (i), (ii) or (iii) above has occurred.

(q) Rights on a general offer, a compromise or arrangement

(i) If a general or partial offer, whether by way of takeover offer, Share repurchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of the Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Options granted to them, Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to Shareholders, a Grantee shall be entitled to exercise his Option (to the extent not already exercised) to its full extent or to the extent specified in the Grantee’s notice to the Company in exercise of his Option at any time before the close of such offer (or any revised offer) or the record date for entitlements under such scheme of arrangement, as the case may be. Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date on which such offer (or, as the case may be, revised offer) closes.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(ii) Other than a scheme of arrangement contemplated in paragraph (q)(i) above, in the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and the Shareholders (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company is proposed, the Company shall give notice thereof to all Grantees on the same date as it gives notice of the meeting to its creditors or Shareholders to consider such a compromise or arrangement, and thereupon the Grantee (or his Personal Representative(s), as the case may be) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling 2 months thereafter and the date on which such compromise or arrangement is sanctioned by the court be entitled to exercise his Option (to the extent which has become exercisable but not already exercised), but the exercise of the Option shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. The Company may thereafter require such Grantee (or his Personal Representative(s), as the case may be) to transfer or otherwise deal with the Shares issued as a result of the exercise of his Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement. Subject to the above, an Option will lapse automatically (to the extent not exercised) on the date the proposed compromise or arrangement becomes effective.

(r) Rights on winding up

In the event of a resolution being proposed for the voluntary winding-up of the Company during the Effective Period or the Option Period (as the case may be), the Grantee (or his Personal Representative(s), as the case may be) may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than 2 Business Days prior to the date on which such resolution is to be considered and/or passed, exercise his Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the Share Option Scheme and the Company shall allot and issue to the Grantee the Shares in respect of which such Grantee has exercised his Option not less than the Business Day immediately prior to the date on which such resolution is to be considered and/or passed whereupon the Grantee shall accordingly be entitled, in respect of the Shares thus allotted and issued to him in the aforesaid manner, to participate in the distribution of the assets of the Company available in liquidation pari passu with the holders of the Shares in issue on the day prior to the date of passing of such resolution. Subject to the above, all Options (to the extent not exercised) shall lapse and determine on the commencement of the winding-up of the Company.

(s) Lapse of Options

An Option shall lapse automatically (to the extent not already exercised) on the earliest of (i) the expiry of the Effective Period or the Option Period in respect of such Option (as may be the case); (ii) the expiry of the any of the respective periods or dates referred to in paragraphs (l) to (r); (iii) the passing of the resolution in accordance with paragraph (v) below; or (iv) the date on which the Board exercise the right to cancel the Option in accordance with the provisions of the Share Option Scheme.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(t) Adjustments to the outstanding Options

In the event of a capitalisation issue, rights issue, subdivision or consolidation of Shares or reduction of capital of the Company whilst an Option remains exercisable, such corresponding alterations (if any) certified by the auditors of the Company for the time being of or an independent financial adviser to the Company as fair and reasonable will be made to the number and/or nominal amount of Shares to which the Share Option Scheme or any Option(s) relates (insofar as it is/they are unexercised), the Subscription Price of any Option and/or the number of Shares comprised in an Option or which remain comprised in an Option, provided that (i) any adjustments shall give a Grantee the same proportion of the issued Share capital to which he was entitled prior to such alteration; (ii) the issue of Shares or other securities of the Group as consideration in a transaction may not be regarded as a circumstance requiring adjustment; and (iii) no alteration shall be made the effect of which would be to enable a Share to be issued at less than its nominal value and in each case, any adjustment shall be made, and in each case, any adjustment shall be made in compliance with the Listing Rules and such rules, codes and guidance notes of the Stock Exchange from time to time. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, such auditors of the Company or independent financial adviser shall confirm to the Board in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules.

(u) Cancellation of Options

(i) Subject to paragraph (w) below and Chapter 17 of the Listing Rules, any cancellation of Options granted but not exercised shall require the approval of the Board and subject to the consent of the relevant Grantee.
(ii) When the Company cancels any Option granted to a Grantee but not exercised and issues new Option(s) to the same Grantee, the issue of such new Option(s) may only be made with available unissued Options (excluding the Options so cancelled) within the General Scheme Limit or the new limits approved by the Shareholders pursuant to paragraphs (c)(iii) and (iv) above.

(v) Termination of the Share Option Scheme

The Company may by ordinary resolution in general meeting at any time terminate the Share Option Scheme and in such event no further Options shall be offered but in all other respects the provisions of the Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted during the Effective Period or otherwise prior to the termination or otherwise as may be required in accordance with the provisions of the Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Share Option Scheme.

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SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(w) Rights are personal to the grantee

An Option is personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Option granted to such Grantee to the extent not already exercised.

(x) Alterations of the Share Option Scheme

(i) The Share Option Scheme may be altered in any respect by resolution of the Board except that the provisions of the Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Grantees or prospective Grantees except with the prior approval of the Shareholders in general meeting.
(ii) Any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of Options granted shall be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the Share Option Scheme.
(iii) The amended terms of the Share Option Scheme or the Options shall comply with the relevant requirements of Chapter 17 of the Listing Rules.
(iv) Any change to the authority of the Board or the scheme administrators in relation to any alteration to the terms of the Share Option Scheme shall be approved by the Shareholders in general meeting.

(y) Others

The Share Option Scheme is conditional upon:

(i) the Listing Committee granting the listing of, and permission to deal in, such number of Shares to be allotted and issued by the Company pursuant to the exercise of the Options in accordance with the terms and conditions of the Share Option Scheme (up to 10% of the Shares in issue as at the date of the AGM); and
(ii) the passing of the necessary resolution by the Shareholders at the AGM to approve and adopt the Share Option Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

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China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 290)

Website: http://www.290.com.hk

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of China Fortune Financial Group Limited (the “ Company ”) will be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 2 September 2021 at 11:00 a.m. for the following purposes:

To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ”) and the auditor of the Company for the year ended 31 March 2021.
(a) To re-elect Mr. XIE Zhichun as an executive Director;
(b) To re-elect Mr. ZHU Yi as an executive Director;
(c) To re-elect Mr. CHEN Zhiwei as a non-executive Director;
(d) To re-elect Mr. CHIU Kung Chik as an independent non-executive Director;
(e) To authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration; and
(f) To grant power to the Board to appoint additional Director(s).
To appoint BDO Limited as auditor of the Company and to authorize the Board to fix their remuneration.

To consider, as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

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NOTICE OF ANNUAL GENERAL MEETING

“ THAT :
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the share capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds, notes, debentures and other securities which carry rights to subscribe for or are convertible into shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and options (including warrants, bonds, notes, debentures and other securities which carry rights to subscribe for or are convertible into shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period (as defined hereinafter);
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter); or (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) an issue of Shares pursuant to any scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “ Articles of Association ”) in force from time to time, shall not exceed 20% of the total number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:

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

(i) the conclusion of next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “ Shareholders ”) in a general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares, whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory or otherwise howsoever applicable to the Company).”

“ THAT :
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and that the exercise by the Directors of all the powers of the Company to repurchase such Shares are subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as defined hereinafter) to procure the Company to repurchase its Shares at a price determined by the Directors;
(c) the number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined hereinafter) shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the authority granted pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

(d) for the purposes of this resolution, “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:
- (i) the conclusion of the next annual general meeting of the Company;
- (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law to be held; and
- (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.”
“ THAT conditional upon the passing of the resolutions set out as resolutions no. 4 and 5 above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 5 above, provided that such an extended amount shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution.”
“ THAT conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, such number of Shares representing 10% of the Shares in issue as at the date of passing of this resolution to be allotted and issued by the Company pursuant to the exercise of options in accordance with the terms and conditions of the share option scheme of the Company (the “ Share Option Scheme ”) (a copy of which has been produced to the meeting and initialed by the chairman of the Meeting for the purpose of identification), the Share Option Scheme and the rules of the Share Option Scheme be and are hereby approved and adopted and that the Directors be and are hereby authorised to:
(a) administer the Share Option Scheme under which options will be granted to participants under the Share Option Scheme to subscribe for Shares;
(b) modify and/or amend the rules of the Share Option Scheme from time to time subject to the provisions of such rules;

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NOTICE OF ANNUAL GENERAL MEETING

(c) allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the Share Option Scheme;
(d) make application at the appropriate time to the Stock Exchange for the listing of, and permission to deal in, the Shares which may thereafter from time to time be allotted and issued pursuant to the exercise of the options under the Share Option Scheme; and
(e) do all such acts and things and to sign, execute and deliver all such documents as may be necessary, desirable or expedient in order to implement or give effect to the Share Option Scheme and any matters arising from, relating to or incidental to the Share Option Scheme.”

By Order of the Board China Fortune Financial Group Limited ZHU Yi Chief Executive Officer and Executive Director

Hong Kong, 30 July 2021

Notes:

(1) A Shareholder entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a Shareholder.
(2) Where there are joint registered holders of any Shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
(3) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting (i.e. not later than Tuesday, 31 August 2021 at 11:00 a.m.) or any adjournment thereof (as the case may be).
(4) All voting by the Shareholders at the Meeting shall be conducted by way of poll.
(5) Completion and delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting if the Shareholder so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
(6) An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision as whether to vote for or against the resolution no. 5 is set out in the Appendix I to this circular.

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NOTICE OF ANNUAL GENERAL MEETING

(7) Biographical details of each of Mr. XIE Zhichun, Mr. ZHU Yi, Mr. CHEN Chiwei and Mr. CHIU Kung Chik proposed to be re-elected as Directors at the Meeting are set out in the Appendix II to this circular.
(8) After verified by the scrutineer, the poll results will be published on the Company’s website (www.290.com.hk) and HKExnews website (www.hkexnews.hk).
(9) If a Typhoon Signal No. 8 or above is hoisted, or a “black” rainstorm warning signal is in force at or at any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website and HKExnews website to notify Shareholders of the date, time and place of the rescheduled meeting.

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AI assistant

Television Broadcasts Limited — AGM Information 2021

49261_rns_2021-07-29_6d02de39-0254-4646-b0c0-66df1c768b8e.pdf

China Fortune Financial Group Limited

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS;

(4) ADOPTION OF SHARE OPTION SCHEME; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE AGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

China Fortune Financial Group Limited

PROPOSALS FOR

(1) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) APPOINTMENT OF AUDITOR; (4) ADOPTION OF SHARE OPTION SCHEME; AND (5) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. PROPOSED GRANT OF THE ISSUE MANDATE, THE REPURCHASE MANDATE AND THE EXTENSION MANDATE

Issue Mandate

Repurchase Mandate

Extension Mandate

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

4. PROPOSED APPOINTMENT OF AUDITOR

LETTER FROM THE BOARD

5. PROPOSED ADOPTION OF SHARE OPTION SCHEME

LETTER FROM THE BOARD

Conditions of the adoption of the Share Option Scheme

Value of the Options

General

6. THE AGM

7. RECORD DATE FOR AGM

8. RECOMMENDATIONS

9. RESPONSIBILITY STATEMENT

1. SHARE CAPITAL

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASE

4. SHARE PRICES

5. INTENTION AND UNDERTAKING

6. TAKEOVERS CODE CONSEQUENCE

7. SHARE REPURCHASE MADE BY THE COMPANY

EXECUTIVE DIRECTORS

APPENDIX II

NON-EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

SUMMARY OF PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(a) Purpose of the scheme

(b) Who may join

(c) Maximum number of Shares

(d) Maximum entitlement of each Participant

(e) Grant of options to connected persons

(f) Time of acceptance of an offer of the grant of Options and exercise of Options

(g) Performance targets

(h) Subscription price for Shares

(i) Ranking of Shares

(j) Restrictions on the time of grant of options

(k) Period of the Share Option Scheme

(l) Rights on ceasing employment

(m) Rights on death, ill-health or retirement

(n) Rights on dismissal

(o) Rights of Business Associate

(p) Rights on breach of contract

(q) Rights on a general offer, a compromise or arrangement

(r) Rights on winding up

(s) Lapse of Options

(t) Adjustments to the outstanding Options

(u) Cancellation of Options

(v) Termination of the Share Option Scheme

(w) Rights are personal to the grantee

(x) Alterations of the Share Option Scheme

(y) Others

China Fortune Financial Group Limited

Hong Kong, 30 July 2021

NOTICE OF ANNUAL GENERAL MEETING

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Television Broadcasts Limited AGM Information 2021