Television Broadcasts Limited — Proxy Solicitation & Information Statement 2015

Jul 10, 2015

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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PROPOSAL FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Fortune Financial Group Limited to be held at 35th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 August 2015, at 11:30 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the annual general meeting 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 registrar and transfer office in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the meeting 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.

13 July 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed grant of the Issue Mandate,
	the Repurchase Mandate and the Extension Mandate . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
APPENDIX II — BIOGRAPHY OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

• i -

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 held at 35th
	Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai,
	Hong Kong on Friday, 28 August 2015, at 11:30 a.m.;
“Articles of Association”	the articles of association of the Company;
“associates”	has the same meanings as defined in the Listing Rules;
“Board”	the board of Directors;
“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”	has the same meanings as defined in the Listing Rules;
“Director(s)”	the director(s) of the Company;
“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 the AGM;
“Group”	the Company and its subsidiaries;
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Issue Mandate”	a general and unconditional mandate to be granted to the Directors
	to exercise the powers of the Company to allot, issue and deal with
	new Shares up to 20% of the aggregate nominal amount of the
	share capital of the Company in issue as at the date of the passing
	of the relevant resolution set out as resolution no. 4 in the notice of
	the AGM;
“Latest Practicable Date”	8 July 2015, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information for inclusion in this
	circular;
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange;

• 1 -

DEFINITIONS

“PRC”	The People’s Republic of China, and for the sole purpose of this
	circular excludes Hong Kong, The Macau Special Administrative
	Region of the People’s Republic of China 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 of
	the Company on the Stock Exchange which shall not exceed 10%
	of the aggregate nominal amount of the share capital of the
	Company in issue as at the date of the passing of the relevant
	resolution set out as resolution no. 5 in the notice of the AGM;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

• 2 -

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 290)

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

Executive Directors: Mr. WONG Kam Fat Tony (Chairman) Mr. NG Cheuk Fan Keith (Managing Director) Mr. HON Chun Yu Mr. XIA Yingyan

Non-Executive Director: Mr. WU Ling

Independent Non-Executive Directors: Mr. CHAN Kin Sang Mr. NG Kay Kwok Mr. TAM B Ray Billy

Registered Office: P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: 35/F, Office Tower Convention Plaza Wanchai Hong Kong

13 July 2015

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are 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 (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the grant of the Extension Mandate; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

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

At the last annual general meeting of the Company held on Monday, 25 August 2014, the Directors were granted general mandates to exercise the powers of the Company to (i) allot, issue and deal with Shares up to 20% of the aggregate nominal amount of the share capital of the Company in issue at that date and (ii) repurchase Shares representing not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at that date.

Ordinary resolutions will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Issue Mandate and the Repurchase Mandate as set out in Resolutions no. 4 and 5 of the notice of the AGM respectively. In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM to authorize the increase in the total number of new Shares which may be allotted and issued under the Issue Mandate (if granted to the Directors at the AGM) by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate (if granted to the Directors at the AGM) as set out in Resolution no. 6 of the notice of the AGM.

As at the Latest Practicable Date, the Company had an aggregate of 3,418,385,668 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 683,677,133 Shares and under the Repurchase Mandate to repurchase a maximum of 341,838,566 Shares, respectively.

An explanatory statement in relation to the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 116 of the Articles of Association, Mr. NG Cheuk Fan Keith and Mr. HON Chun Yu, being executive Directors, and Mr. NG Kay Kwok, being an independent non-executive Director, shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.

The biographical details of Mr. NG Cheuk Fan Keith, Mr. HON Chun Yu and Mr. NG Kay Kwok are set out in Appendix II to this circular.

THE AGM

A notice convening the AGM to be held at 35th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 August 2015, at 11:30 a.m. is set out on pages 14 to 17 of this circular. A copy of the 2015 annual report of the Company is despatched to the Shareholders together with this circular. Ordinary resolutions, among others, in respect of the re-election of retiring Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will be proposed at the AGM.

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LETTER FROM THE BOARD

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 registrar and transfer office in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, 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 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.

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.

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.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

By Order of the Board China Fortune Financial Group Limited NG Cheuk Fan Keith Managing Director

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EXPLANATORY STATEMENT

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 3,418,385,668.

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 result in the repurchase by the Company of a maximum of 341,838,566 Shares during the period as set out in Resolution no. 5 of the notice of AGM, representing not more than 10% of the issued share capital of the Company 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 accounts contained in the annual report for the year ended 31 March 2015) 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.

• 6 -

EXPLANATORY STATEMENT

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:

	Per Share
	Highest	Lowest
	HK$	HK$
2014
June	0.1390	0.0880
July	0.2200	0.1020
August	0.2490	0.1640
September	0.2040	0.1530
October	0.2090	0.1510
November	0.1890	0.1400
December	0.2270	0.1260
2015
January	0.1590	0.1210
February	0.1430	0.1190
March	0.1480	0.1230
April	0.4300	0.1300
May	0.3700	0.2850
June	0.3350	0.2170
July (up to and including the Latest Practicable Date)	0.2430	0.0810

5. CONNECTED PARTIES

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), 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 other core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

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.

• 7 -

EXPLANATORY STATEMENT

APPENDIX I

7. TAKEOVERS CODE CONSEQUENCE

If on exercise of its powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, 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, the interests of substantial Shareholders, as defined in the Listing Rules, were as follows:

				Approximate
				percentage of the
				shareholding if
			Approximate	Repurchase
	Capacity/Nature	Number of issued	percentage of the	Mandate is
Name of Shareholders	of interest	Shares held	shareholding	exercised in full
Jadehero Limited (Note 1)	Beneficial owner	800,000,000	23.40%	26.00%
Southlead Limited (Note 1)	Interest of	800,000,000	23.40%	26.00%
	controlled
	corporation
Marvel Steed Limited (Note 1)	Interest of	800,000,000	23.40%	26.00%
	controlled
	corporation
Mr. WONG Kam Fat Tony	Interest of	800,000,000	23.40%	26.00%
(Note 1)	controlled
	corporation
Mr. XIA Yingyan (Note 1)	Interest of	800,000,000	23.40%	26.00%
	controlled
	corporation
Mankind Investment Limited	Beneficial owner	500,000,000	14.63%	16.25%
(“MIL”) (Note 2)
China Cinda (HK) Asset	Interest of	500,000,000	14.63%	16.25%
Management Co., Limited	controlled
(“China Cinda (HK)”)	corporation
(Note 2)

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APPENDIX I

EXPLANATORY STATEMENT

				Approximate
				percentage of the
				shareholding if
			Approximate	Repurchase
	Capacity/Nature	Number of issued	percentage of the	Mandate is
Name of Shareholders	of interest	Shares held	shareholding	exercised in full
Well Kent International	Interest of	500,000,000	14.63%	16.25%
Investment Company	controlled
Limited (“Well Kent”)	corporation
(Note 2)
China Cinda Asset	Interest of	500,000,000	14.63%	16.25%
Management Co., Limited	controlled
(“China Cinda Asset”)	corporation
(Note 2)
Right Magic Limited (Note 3)	Beneficial owner	253,738,000	7.42%	8.25%
Sure Venture Investment	Beneficial owner	2,000,000	0.06%	0.07%
Limited (Note 3)
Excel Return Enterprises	Beneficial owner	7,000,000	0.21%	0.23%
Limited (Note 3)
Fameway Finance Limited	Beneficial owner	140,000,000	4.10%	4.55%
(Note 3)
Chinese Strategic Holdings	Interest of	402,738,000	11.78%	13.09%
Limited (“Chinese	controlled
Strategic”) (Note 3)	corporation

Notes:

1. Jadehero Limited beneficially held 800,000,000 Shares. Jadehero Limited is owned as to 20% by Marvel Steed Limited which is wholly-owned by Mr. WONG Kam Fat Tony, the chairman and an executive Director of the Company and as to 80% by Southlead Limited which is wholly-owned by Mr. XIA Yingyan, an executive Director of the Company.

2. MIL beneficially held 500,000,000 Shares. MIL is wholly-owned by China Cinda (HK) which is turn whollyowned by Well Kent. Well Kent is wholly-owned by China Cinda Asset. China Cinda (HK), Well Kent and China Cinda Asset are deemed or taken to be interested in the Shares held by MIL.

3. Right Magic Limited, Sure Venture Investment Limited, Excel Return Enterprise Limited and Fameway Finance Limited beneficially held 253,738,000 Shares, 2,000,000 Shares, 7,000,000 Shares and 140,000,000 Shares respectively. Right Magic Limited, Sure Venture Investment Limited, Excel Return Enterprises Limited and Fameway Finance Limited are all indirect wholly-owned subsidiaries of Chinese Strategic. Chinese Strategic is deemed or taken to be interested in the Shares held by Right Magic Limited, Sure Venture Investment Limited, Excel Return Enterprises Limited and Fameway Finance Limited.

4. 9 -

EXPLANATORY STATEMENT

APPENDIX I

On the basis that no further Shares are issued or repurchased prior to the AGM and the respective shareholdings of the above-mentioned substantial shareholders remained unchanged, in the event that the Directors exercise in full the power to repurchase Shares of the Company 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 Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase to be made under the Repurchase Mandate. In the event that the Repurchase Mandate is implemented in full, the number of Shares held by the public would not fall below 25% of the issued share capital of the Company.

8. SHARE PURCHASE MADE BY THE COMPANY

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

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

APPENDIX II

EXECUTIVE DIRECTORS

Mr. NG Cheuk Fan Keith

Mr. NG Cheuk Fan Keith , aged 54, was appointed as an executive Director in April 2007 and was further appointed as the Managing Director on 4 December 2007. Mr. Ng is a member of the nomination committee of the Company. Upon his directorate in the Company, he was further appointed as the director of most of the subsidiaries of the Group. Mr. Ng graduated from the University of Alberta, Canada, with a Bachelor Degree in Commerce, major in Accounting. He also received a Master of Commerce degree in Professional Accounting from the University of New South Wales, Australia. Mr. Ng is a member of the CPA Australia and an associate member of the Hong Kong Institute of Certified Public Accountants. He has over 20 years of corporate development, corporate re-structuring, management and accounting experience.

Mr. Ng is an independent non-executive director of China Eco-Farming Limited, a company listed on the growth enterprise market of the Stock Exchange (the “ GEM ”). He is an executive director, the chairman and one of the authorized representatives of U-right International Holdings Limited (“ U-right International ”), and he was the Company Secretary of U-right International from 7 January 2011 to 18 September 2013, a company listed on the main board of the Stock Exchange. Mr. Ng was also an independent non-executive director of the Hong Kong Building and Loan Agency Limited from 15 January 2010 to 3 August 2012, a company listed on the main board of the Stock Exchange. He was an executive director of Hao Tian Resources Group Limited from 1 September 2009 to 20 September 2011 and New Environmental Energy Holdings Limited from 16 August 2010 to 27 May 2011, both of which are listed on the main board of the Stock Exchange.

Save as disclosed above, Mr. Ng does not hold any other position in the Company or any of its subsidiaries 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. Ng does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company (as defined under the Listing Rules), and does not hold any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Ng has entered into a director’s service agreement for a term of one year with effect from 4 April 2011 subject to the terms of renewal therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Ng is entitled to a monthly remuneration of HK$130,500 on a 12-month basis which was reviewed by the remuneration committee of the Company on the basis of his duties, academic background, working experience and responsibilities in the Company 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 Mr. Ng who stand for re-election at the AGM.

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

APPENDIX II

Mr. HON Chun Yu

Mr. HON Chun Yu , aged 39, was appointed as an executive Director in January 2010. He has over ten years’ experience in the securities brokerage industry. In November 2002, Mr. Hon joined the Group and served in both the accounting department of the Group for one year and as an account executive of a whollyowned securities company of the Group for one year. Mr. Hon then left to pursue his career in a renowned securities company, before re-joining the Group in May 2006 as the operation manager of Fortune (HK) Securities Limited, a wholly-owned subsidiary of the Company.

Save as disclosed above, Mr. Hon does not hold any other position in the Company or any of its subsidiaries 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. Hon does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company (as defined under the Listing Rules), and does not hold any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Hon has entered into a director’s service agreement for a term of one year with effect from 22 January 2010 subject to the terms of renewal therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Hon is entitled to a monthly remuneration of HK$70,000 on a 12month basis which was reviewed by the remuneration committee of the Company on the basis of his duties, academic background, working experience and responsibilities in the Company 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 Mr. Hon who stand for re-election at the AGM.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. NG Kay Kwok

Mr. NG Kay Kwok , aged 53, was appointed as an independent non-executive Director of the Company in September 2007. He is also the chairman of the audit committee of the Company, a member of each of the nomination committee and the remuneration committee of the Company. Mr. Ng graduated from the Australian National University with a Bachelor’s Degree in Economics and obtained a Graduate Diploma in Accounting from Macquarie University. He is a member of CPA Australia and has extensive experience in accounting and financial management. Mr. Ng is an independent non-executive director of Merdeka Resources Holdings Limited, a company listed on the GEM.

In addition, Mr. Ng was an executive director and the chief executive officer of Get Holdings Limited (formerly known as M Dream Inworld Limited) (“ Get Holdings ”) from 9 July 2010 to 31 May 2011 and from 29 May 2012 to 24 May 2013, he also was the company secretary of Get Holdings from 1 January 2007 to 31 May 2011, a company listed on the GEM.

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

APPENDIX II

Save as disclosed above, Mr. Ng does not hold any other position in the Company or any of its subsidiaries 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. Ng does not have any interests in any Shares or underlying Shares of the Company within the meaning of Part XV of the SFO. He does not have any other relationship with any Directors, senior management, substantial or controlling Shareholders of the Company (as defined under the Listing Rules).

Mr. Ng has entered into a letter of appointment with the Company for a term of one year commencing from 4 December 2007 subject to the terms of renewal therein and retirement by rotation and re-election in accordance with the Articles of Association. He is entitled to a director fee of HK$18,000 per month which was determined with reference to his duties, academic background, working experience and responsibilities in the Company 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 Mr. Ng who stand for re-election at the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

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(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 35th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 28 August 2015, at 11:30 a.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the “ Directors ”) and the auditor of the Company for the year ended 31 March 2015.

2. (a) To re-elect Mr. NG Cheuk Fan Keith as an executive Director;

3. (b) To re-elect Mr. HON Chun Yu as an executive Director;

4. (c) To re-elect Mr. NG Kay Kwok as an independent non-executive Director;

5. (d) To authorise the board of Directors of the Company (the “ Board ”) to fix the Directors’ remuneration; and

6. (e) To grant power to the Board to appoint additional Director(s).

7. To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise 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:

1. “ THAT :

2. (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 “ Listing Rules ”), 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$0.1 each in the capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options (including warrants, bonds, notes, debentures and

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NOTICE OF ANNUAL GENERAL MEETING

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 authorise 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 nominal amount of share capital 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 in force from time to time, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing 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 of the Company or any applicable laws 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 of the Company 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 name 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

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NOTICE OF ANNUAL GENERAL MEETING

obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or otherwise howsoever applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and that the exercise by the Directors of all powers of the Company to repurchase such share are subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

3. (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 to procure the Company to repurchase its Shares at a price determined by the Directors;

4. (c) the aggregate nominal amount 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 shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company 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

5. (d) for the purposes of this Resolution, “ Relevant Period ” means the period from the date of the 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 of the Company, 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 of the Company in general meeting.”

6. “ THAT conditional upon the passing of the resolutions set out as Resolutions no. 4 and 5 in the notice convening this meeting, 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 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the Shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution no.

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5 set out in the notice convening this meeting, provided that such an extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution.”

By Order of the Board China Fortune Financial Group Limited NG Cheuk Fan Keith Managing Director

Hong Kong, 13 July 2015

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 of the Company.

• (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 registrar and transfer office Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting 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 to whether to vote for or against the Resolution no. 5 as set out in this notice.

• (7) Details of each of Mr. NG Cheuk Fan Keith, Mr. HON Chun Yu and Mr. NG Kay Kwok proposed to be re-elected as Directors at the Meeting are set out in Appendix II to the 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 annual general 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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