Television Broadcasts Limited — Proxy Solicitation & Information Statement 2016

Jul 26, 2016

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 Wednesday, 24 August 2016, at 11:30 a.m. is set out on pages 13 to 16 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 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 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.

26 July 2016

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

• 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 Wednesday, 24 August 2016, 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”	21 July 2016, 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;

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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.

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LETTER FROM THE BOARD

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Executive Directors: Mr. WONG Kam Choi MH (Chairman) Mr. HON Chun Yu Ms. FU Wan Sheung

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

Non-Executive Directors: Mr. Tang Baoqi Mr. WU Ling

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

Head Office and Principal Place of Business in Hong Kong: 35/F, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

26 July 2016

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 Friday, 28 August 2015, 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. The 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

Pursuant to Article 99 of the Articles of Association, Mr. WONG Kam Choi MH (executive Director), Ms. FU Wan Sheung (executive Director) and Mr. TANG Baoqi (non-executive Director) shall hold office until the forthcoming AGM and, being eligible, offer themselves for re-election at that AGM.

Pursuant to Article 116 of the Articles of Association, Mr. WU Ling (non-executive Director) and Mr. CHAN Kin Sang (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. WONG Kam Choi MH, Ms. FU Wan Sheung, Mr. TANG Baoqi, Mr. WU Ling and Mr. CHAN Kin Sang are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

THE AGM

A notice convening the AGM to be held at 35th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 24 August 2016, at 11:30 a.m. is set out on pages 13 to 16 of this circular. A copy of the 2016 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.

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 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 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 is no other fact the omission of which would make any statement herein misleading.

By Order of the Board China Fortune Financial Group Limited WONG Kam Choi MH

Executive Director and Chairman

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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 financial statements contained in the annual report for the year ended 31 March 2016) 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

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$
2015
June	0.3200	0.2270
July	0.2210	0.0950
August	0.1790	0.1200
September	0.1360	0.1120
October	0.1530	0.1280
November	0.1420	0.1220
December	0.1210	0.1120
2016
January	0.1150	0.0980
February	0.1270	0.1080
March	0.1520	0.1190
April	0.1670	0.1390
May	0.1850	0.1390
June	0.2000	0.1260
July (up to and including the Latest Practicable Date)	0.1560	0.1340

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 (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.

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

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, Jadehero Limited (the single largest substantial Shareholder) beneficially held 800,000,000 Shares, representing approximately 23.40% of the issued share capital of the Company. Jadehero Limited is owned as to 80% by Southlead Limited which is wholly-owned by Wahen Investments Limited and as to 20% by Marvel Steed Limited which is wholly-owned by Mr. WONG Kam Fat Tony. Wahen Investments Limited is in turn wholly-owned by Mr. ZHAO Xu Guang. On the basis that no further Shares are issued or repurchased prior to the AGM and the shareholding of Jadehero Limited remained 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 Jadehero will be increased from approximately 23.40% to approximately 26.00%. 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.

7. 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

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

EXECUTIVE DIRECTORS

Mr. WONG Kam Choi (“Mr. Wong”) MH, aged 50, was appointed as an executive Director, the Chairman and a member of the Remuneration Committee of the Company (“ Remuneration Committee ”) in November 2015. Mr. Wong is currently an independent non-executive director of Value Convergence Holdings Limited, a company listed on the main board of the Stock Exchange. He is a substantial shareholder and a director of a design and printing company. Mr. Wong has over 10 years’ experience in design and printing industry. He has been dedicating to a wide range of community services in Hong Kong and Southern China. Mr. Wong is a member of Chinese People’s Political Consultative Conference Guangzhou Liwan Committee and the chairman/vice chairman of a number of non-profit organizations. He was the chairman of Sik Sik Yuen.

Save as disclosed above, Mr. Wong 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. Wong does not hold any interest in the Shares within the meaning of Part XV of the SFO. He is the younger brother of Mr. Wong Kam Fat Tony, one of the substantial Shareholders who has deemed interests in 800,000,000 Shares held by Jadehero Limited as at the date of this circular.

Save as disclosed above, Mr. Wong 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. Wong has entered into a director’s service agreement for a term of one year with effect from 26 November 2015 subject to the terms of renewal therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Wong is entitled to a monthly remuneration of HK$100,000 on a 12-month basis which was reviewed by the Remuneration Committee on the basis of his duties, working experience, responsibilities in the Company, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter concerning Mr. Wong 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.

Ms. FU Wan Sheung (“Ms. Fu”) , aged 43, was appointed as an executive Director on 8 July 2016. Ms. Fu joined the Group in 2002 and was promoted as the human resources and administration manager of the Group since August 2008. She has also been the senior administration manager of Fortune (HK) Securities Limited, a wholly-owned subsidiary of the Company, since November 2005. Ms. Fu has extensive experience in the human resources and administration.

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

APPENDIX II

Save as disclosed above, Ms. Fu 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, Ms. Fu does not have any interest in the Shares 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).

Ms. Fu has entered into a director’s service agreement for a term of one year with effect from 8 July 2016 subject to the terms of renewal therein and retirement by rotation and re-election in accordance with the Articles of Association. Ms. Fu is entitled to a monthly remuneration of HK$70,000 on a 12-month basis which was reviewed by the Remuneration Committee on the basis of her duties, working experience, responsibilities in the Company, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter concerning Ms. Fu 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.

NON-EXECUTIVE DIRECTORS

Mr. TANG Baoqi (“Mr. Tang”) , aged 56, was appointed as a non-executive Director in March 2016. Mr. Tang is currently a non-executive director of China National Material Company Limited, a company listed on the main board of the Stock Exchange. Mr. Tang served as the general manager in asset management department of China Cinda (HK) Holdings Company Limited (“ China Cinda (HK) Holdings ”, formerly known as Well Kent International Investment Company Limited), a company incorporated in Hong Kong, from February 2000 to April 2006. He has also served as the chief financial officer of China Cinda (HK) Holdings from April 2006 to April 2011. Mr. Tang is currently the vice president and the chief risk officer in charge of finance and risk control work of China Cinda (HK) Holdings. Mr. Tang has extensive experience in the finance industry.

Save as disclosed above, Mr. Tang 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, according to the register required to be kept by the Company under section 336 of the SFO, Mankind Investment Limited (“ MIL ”), a company incorporated in the British Virgin Islands, is interested in 500,000,000 Shares and is wholly-owned by China Cinda (HK) Asset Management Company Limited (“ China Cinda (HK) Asset Management ”), a company incorporated in Hong Kong. China Cinda (HK) Asset Management is in turn wholly-owned by China Cinda (HK) Holdings. China Cinda (HK) Holdings is in turn wholly-owned by China Cinda Asset Management Co., Limited (“ China Cinda Asset Management ”), a company established in the PRC. As such, each of China Cinda (HK) Asset Management, China Cinda (HK) Holdings and China Cinda Asset Management is deemed to be interested in the aforesaid Shares held by MIL.

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

APPENDIX II

As at the Latest Practicable Date, Mr. Tang does not have any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Tang does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company (as defined under the Listing Rules).

Mr. Tang has entered into a letter of appointment with the Company for a term of one year commencing from 2 March 2016 subject to the terms of renewal therein and retirement by rotation and reelection in accordance with the Articles of Association. He is entitled to a director’s fee of HK$30,000 per month, which is determined with reference to his duties, working experience, responsibilities in the Company, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter concerning Mr. Tang 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.

Mr. WU Ling (“Mr. Wu”) , aged 62, was appointed as a non-executive Director on 16 December 2011. He holds a Bachelor Degree in Economics from Zhongnan University of Economics and Law. Mr. Wu is a senior economist and has over 20 years of experience in the PRC in the area of banking and financial services related business. Mr. Wu was an executive director and vice chairman of China Cinda (HK) Holdings.

Save as disclosed above, Mr. Wu 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. Wu does not hold any interest in the Shares 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. Wu has entered into a letter of appointment with the Company for a term of one year with effect from 16 December 2011 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’s fee of HK$50,000 per month which was determined with reference to his duties, working experience, responsibilities in the Company, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter concerning Mr. Wu 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.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. CHAN Kin Sang (“Mr. Chan”) , aged 64, was appointed as an independent non-executive Director on 9 July 2014. He is also a member of the Audit Committee of the Company. Mr. Chan was a senior partner of Messrs. Peter K.S. Chan & Co., Solicitors and Notaries (a law firm which provides various services including corporate matters and litigations) from September 1996 to April 2006 and has been the

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

APPENDIX II

sole proprietor since then. Mr. Chan obtained a Bachelor’s Degree in Laws from the University of Hong Kong in November 1979 and a Postgraduate Certificate in Laws from the University of Hong Kong in July 1980. He has been a practising solicitor in Hong Kong since April 1982 and has been admitted as a Notary Public since April 1997 and a China-appointed Attesting Officer since January 2000. Mr. Chan has also been a Fellow of the Hong Kong Institute of Directors since August 2004, a Chairman of the Appeal Tribunal (Buildings Ordinance Cap.123) since February 2007, and a member of the solicitors Disciplinary Tribunal since January 2005.

Mr. Chan is currently an independent non-executive director of Tianhe Chemicals Group Limited, China Taifeng Beddings Holdings Limited, China Precious Metal Resources Holdings Company Limited and Runway Global Holdings Company Limited, all of which are listed on the main board of the Stock Exchange; an independent non-executive director of Tianjin TEDA Biomedical Engineering Company Limited and a non-executive director of Combest Holdings Limited, both are listed on the GEM; and an independent non-executive director of Luxking Group Holdings Limited and a non-executive director of Pan Hong Holdings Group Limited (formerly known as Pan Hong Property Group Limited), both are listed on the Singapore Exchange Securities Trading Limited (“ Singapore Exchange ”).

Mr. Chan’s past directorships in publicly listed companies in the past three years include: a nonexecutive director of Pacific Plywood Holdings Limited from December 2011 to April 2013; a nonexecutive director of United Pacific Industries Limited from January 2011 to June 2013, an alternate director of Zhongda International Holdings Limited from March 2012 to March 2013, all of which are listed on the main board of the Stock Exchange; and an independent non-executive director of People’s Food Holdings Limited from February 2001 to January 2014, a company which was delisted from the Singapore Exchange since January 2014.

Save as disclosed above, Mr. Chan 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. Chan does not hold any interest in the Shares 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. Chan has entered into a letter of appointment with the Company for a term of one year commencing from 9 July 2014 subject to the terms of renewal therein and retirement by rotation and reelection 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, working experience, responsibilities in the Company, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above, there is no other matter concerning Mr. Chan 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.

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NOTICE OF ANNUAL GENERAL MEETING

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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 Wednesday, 24 August 2016, 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 2016.

2. (a) To re-elect Mr. WONG Kam Choi MH as an executive Director;

3. (b) To re-elect Ms. FU Wan Sheung as an executive Director;

4. (c) To re-elect Mr. TANG Baoqi as a non-executive Director;

5. (d) To re-elect Mr. WU Ling as a non-executive Director;

6. (e) To re-elect Mr. CHAN Kin Sang as an independent non-executive Director;

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

8. (g) To grant power to the Board to appoint additional Director(s).

9. To re-appoint Grant Thornton Hong Kong 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

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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 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

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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 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

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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. 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 WONG Kam Choi MH Executive Director and Chairman

Hong Kong, 26 July 2016

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 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 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) Biographical details of each of Mr. WONG Kam Choi MH, Ms. FU Wan Sheung, Mr. TANG Baoqi, Mr. WU Ling and Mr. CHAN Kin Sang 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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