Television Broadcasts Limited — Proxy Solicitation & Information Statement 2018

Jul 27, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other 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) REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Fortune Financial Group Limited to be held at Units 4301–8 & 13, 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 30 August 2018 at 11:00 a.m. is set out on pages 17 to 21 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.

30 July 2018

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.	Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Record date for AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
APPENDIX II — BIOGRAPHY OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– 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 Units 4301–8 & 13, 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 30 August 2018 at 11:00 a.m.;

• ‘‘Articles of Association’’ the articles of association of the Company;

• ‘‘Board’’ the board of Directors;

• ‘‘close associates’’ has the same meanings as defined in 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;

• ‘‘core 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 PRC;

• ‘‘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’’

• 23 July 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

– 1 –

DEFINITIONS

• ‘‘Listing Rules’’

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

• ‘‘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;

• ‘‘Scheme Mandate Limit’’

• the maximum number of Shares which may be issued upon the exercise of all the share options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of the approval of the Share Option Scheme by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders;

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the company;

• ‘‘Shareholder(s)’’

• holder(s) of Share(s);

• ‘‘Share Option Scheme’’ the share option scheme of the Company adopted on 19 August 2011;

• ‘‘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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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. HUA Yang (Chief Executive Officer) Mr. HAN Hanting (Chief Operating Officer)

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

Mr. LIU Yinan

Non-Executive Directors:

Mr. CHEN Zhiwei Mr. WU Ling

Independent Non-Executive Directors:

Head Office and Principal Place of Business in Hong Kong: Units 4301–8 & 13, 43rd Floor COSCO Tower 183 Queen’s Road Central Hong Kong

Mr. CHAN Kin Sang

Mr. NG Kay Kwok

Mr. CHIU Kung Chik

Mr. LI Gaofeng

30 July 2018

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) REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME; AND (4) 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; (iv) the re-election of retiring Directors; and (v) the refreshment of the Scheme Mandate Limit.

– 3 –

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 Wednesday, 30 August 2017, 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). The Extension Mandate is set out in Resolution no. 6 of the notice of the AGM.

As at the Latest Practicable Date, the Company had an aggregate of 7,086,078,859 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 1,417,215,771 Shares and under the Repurchase Mandate to repurchase a maximum of 708,607,885 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. HUA Yang (executive Director), Mr. HAN Hanting (executive Director), Mr. CHEN Zhiwei (non-executive Director) and Mr. LI Gaofeng (independent non-executive Director) shall hold office until the AGM and, being eligible, offer themselves for re-election at the 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.

The biographical details of Mr. HUA Yang, Mr. HAN Hanting, Mr. CHEN Zhiwei, Mr. WU Ling, Mr. CHAN Kin Sang and Mr. LI Gaofeng are set out in Appendix II to this circular.

– 4 –

LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Share Option Scheme was approved by the Shareholders on 19 August 2011 in place of the one adopted on 12 February 2003. Pursuant to the Share Option Scheme, the Directors were authorized to grant share options to subscribe for up to 307,408,566 Shares, representing 10% of the total number of issued Shares as at the date of adoption of the Share Option Scheme and 4.34% of the total number of issued Shares as at the Latest Practicable Date. Save for the Share Option Scheme, the Company has no other share option scheme in force as at the Latest Practicable Date.

Since the adoption of the Scheme Option Scheme on 19 August 2011 and up to the Latest Practicable Date, no refreshment of the Scheme Mandate Limit was sought under the Share Option Scheme and no share option has been granted, exercised, lapsed or cancelled thereunder. There is no option under any other schemes of the Company which has been granted but remains outstanding or unexercised as at the Latest Practicable Date.

In order to provide the Company with greater flexibility in granting share options to the eligible persons under the Share Option Scheme as incentives or rewards for their contribution to the Group, the Board proposes to seek approval from the Shareholders to refresh the Scheme Mandate Limit at the AGM. The Directors consider that such refreshment of the Scheme Mandate Limit is in the interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the total number of Shares in issue was 7,086,078,859. Assuming no Share will be issued or repurchased by the Company prior to the AGM, upon the approval of the refreshment of the Scheme Mandate Limit, the Directors will be authorized to issue share options to subscribe for up to 708,607,885 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

Share options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed or exercised options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. The aggregate 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 schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM to approve such refreshment; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the refreshed Scheme Mandate Limit.

An application will be made by the Company to the Listing Committee of the Stock Exchange for obtaining the approval mentioned in paragraph (b) above.

– 5 –

LETTER FROM THE BOARD

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, approve the refreshment of the Scheme Mandate Limit under the Share Option Scheme in the terms as set out in Resolution no. 7 of the notice of the AGM.

THE AGM

A notice convening the AGM to be held at Units 4301–8 & 13, 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 30 August 2018 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A copy of the 2018 annual report of the Company is dispatched 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 as well as the refreshment of the Scheme Mandate Limit 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.

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 30 August 2018, 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 24 August 2018. Shareholders whose names are recorded in the register of members of the Company on 24 August 2018 are entitled to attend and vote at the AGM.

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.

– 6 –

LETTER FROM THE BOARD

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

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 XIE Zhichun Chairman and Executive Director

– 7 –

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 7,086,078,859.

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 708,607,885 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 2018) 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.

– 8 –

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$
2017
July	0.239	0.193
August	0.215	0.175
September	0.188	0.154
October	0.249	0.157
November	0.219	0.185
December	0.201	0.160
2018
January	0.195	0.160
February	0.180	0.138
March	0.169	0.140
April	0.149	0.130
May	0.135	0.116
June	0.137	0.109
July (up to and including the Latest Practicable Date)	0.132	0.115

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 core connected person of the Company (as defined in the Listing Rules) 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

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 power 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 2,094,350,000 Shares, representing approximately 29.56% 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 Share is issued or repurchased prior to the AGM and the shareholding of Riverhead Capital 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 Riverhead Capital will be increased from approximately 29.56% to approximately 32.84%. 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 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.

– 10 –

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 reelected at the AGM:

EXECUTIVE DIRECTORS

Mr. HUA Yang (‘‘Mr. Hua’’), aged 42, was appointed as a non-executive Director and a member of the Remuneration Committee of the Company (the ‘‘Remuneration Committee’’) in October 2017. He was re-designated as an executive Director and the Chief Executive Officer of the Company in March 2018. Mr. Hua graduated from Beijing Forestry University with a bachelor’s degree in Economics in 1997. He further obtained a master’s degree in Business Administration (EMBA) from Cheung Kong Graduate School of Business in 2005.

Mr. Hua has extensive experience across many financial service sectors, including securities, insurance, assets management and equity investment. He is the co-founder and the general manager of Source Capital Management Co., Ltd., the first insurance-company-backed private equity investment fund approved by the China Insurance Regulatory Commission.

Mr. Hua was the general manager of Sun Life Everbright Asset Management Co., Ltd. from 2012 to 2015. In addition, he had held various senior positions with the insurance and securities companies and had completed various initial public offering projects and share placing projects, as well as corporate bonds issuance for a number of companies, etc.

Save as disclosed above, Mr. Hua 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. Hua 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. Hua has entered into an employment contract with the Company on 9 February 2018 in respect of his new positions as an executive Director and the Chief Executive Officer of the Company for a term of one year with effect from 5 March 2018 subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Hua is entitled to a remuneration of HK$3,120,000 per annum which will be reviewed by the Remuneration Committee on an annual basis 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. Hua at the AGM.

– 11 –

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

APPENDIX II

Mr. HAN Hanting (‘‘Mr. Han’’), aged 33, was appointed as an executive Director and a member of the Nomination Committee of the Company (the ‘‘Nomination Committee’’) in October 2017. Mr. Han joined the Company in 2015 and was promoted to the Chief Operating Officer of the Company in November 2016. He is also a director of certain subsidiaries of the Group. Mr. Han was an investment manager of a wholly-owned subsidiary of the Group during the period from 2009 to 2013. Mr. Han obtained a bachelor’s degree from University of Warwick majoring in Mathematics, Operational Research, Statistics and Economics in 2006.

Prior to joining the Group, Mr. Han had worked as a researcher in CCB International Securities Limited. During the period from May 2013 to May 2016, he was an executive director of Momentum Financial Holdings Limited (formerly known as Infinity Financial Group (Holdings) Limited, a company listed on the main board of the Stock Exchange). Mr. Han has more than 10 years of experience in investment banking industry and had successfully led merger and acquisition projects for a number of Hong Kong listed companies.

Save as disclosed above, Mr. Han 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. Han 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. Han has entered into an employment contract with the Company for a term of one year with effect from 6 October 2017 subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Han is entitled to a remuneration of HK$2,640,000 per annum which will be reviewed by the Remuneration Committee on an annual basis 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. Han at the AGM.

NON-EXECUTIVE DIRECTOR

Mr. CHEN Zhiwei (‘‘Mr. Chen’’), aged 34, 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.

– 12 –

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

APPENDIX II

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 assistant general manager of Cinda (HK) and the managing director of its investment department, responsible for managing the investment and financing businesses of Cinda (HK). He is also a nonexecutive director of Modern Land (China) Co., 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.

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’’) is interested in 1,416,430,000 Shares and 890,900,000 underlying shares of the Company and is wholly-owned by China Cinda (HK) Asset Management Co., Limited (‘‘CCAM’’). CCAM is in turn wholly-owned by Cinda (HK). Cinda (HK) is in turn wholly-owned by China Cinda Asset Management Co., Limited (‘‘China Cinda’’, a company listed on the main board of the Stock Exchange). As such, each of CCAM, Cinda (HK) and China Cinda are deemed to be interested in the aforesaid Shares and underlying shares of the Company held by MIL.

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 an appointment letter with the Company for a term of one year with effect from 17 April 2018 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 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

Mr. WU Ling (‘‘Mr. Wu’’), aged 64, was appointed as a non-executive Director in December 2011. Mr. Wu holds a bachelor’s degree in Economics from Zhongnan University of Economics and Law. He is a senior economist and has over 20 years of experience in the area of banking and financial services related business in the PRC. Mr. Wu was an executive director and vice chairman of Cinda (HK).

Save as disclosed above, Mr. Wu 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. Wu 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. Wu has entered into an appointment letter with the Company for a term of one year with effect from 16 December 2011 subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Wu is entitled to a remuneration of HK$600,000 per annum which will be reviewed by the Remuneration Committee on an annual basis 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. Wu at the AGM.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. CHAN Kin Sang (‘‘Mr. Chan’’), aged 66, was appointed as an independent nonexecutive Director in July 2014. He is also a member of the Audit Committee of the Company (the ‘‘Audit Committee’’). Mr. Chan is currently 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). Mr. Chan obtained a bachelor’s degree in Laws from the University of Hong Kong in 1979 and a postgraduate certificate in Laws from the University of Hong Kong in 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 and a chairman of the Appeal Tribunal (Buildings Ordinance Cap.123) since February 2007.

Mr. Chan is currently an independent non-executive director of Pak Tak International Limited and Tianhe Chemicals Group Limited (both are listed on the main board of the Stock Exchange); a director of Guanghe Landscape Culture Communication Co., Ltd., Shanxi (listed on the Shanghai

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

APPENDIX II

Stock Exchange); an independent non-executive director of Luxking Group Holdings Limited and a non-executive director of Pan Hong Holdings Group Limited (both are listed on the Singapore Exchange).

Over the past three years, Mr. Chan was a non-executive director of China Healthcare Enterprise Group Limited from October 2016 to July 2017 and Combest Holdings Limited from June 2011 to January 2017 (companies listed on the main board and the GEM of the Stock Exchange respectively); an independent non-executive director of China Taifeng Beddings Holdings Limited from November 2009 to September 2017, CEFC Hong Kong Financial Investment Company Limited (formerly known as Runway Global Holdings Company Limited) from October 2015 to December 2016 and Munsun Capital Group Limited from June 2004 to October 2016 (all of which are listed on the main board of the Stock Exchange); and an independent non-executive director of Tianjin TEDA Biomedical Engineering Company Limited from May 2013 to December 2016 (listed on the GEM of the Stock Exchange).

Save as disclosed above, Mr. Chan 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. Chan 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. Chan has entered into an appointment letter with the Company for a term of one year commencing on 9 July 2014 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 Board on an annual basis 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. Chan at the AGM.

Mr. LI Gaofeng (‘‘Mr. Li’’), aged 44, was appointed as an independent non-executive Director and a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee in October 2017. Mr. Li graduated from Henan Institute of Finance and Economics with a bachelor’s degree in Economics majoring in Investment Management in 1995. He further obtained a master’s degree in Economics majoring in International Finance from Tianjin University of Finance and Economics in 1998. Mr. Li is a non-practicing member of the Chinese Institute of Certified Public Accountants.

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

APPENDIX II

Mr. Li has worked in the insurance and securities sectors for many years and has rich experience in finance, investment and investor relations. He held senior management positions with the financial institutes such as insurance companies, securities companies and mutual funds in the PRC.

Save as disclosed above, Mr. Li 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. Li 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. Li has entered into an appointment letter with the Company for a term of one year with effect from 6 October 2017 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 Board on an annual basis 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. Li at the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [65 x 65] intentionally omitted <==

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 4301–8 & 13, 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 30 August 2018 at 11:00 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 2018.

2. (a) To re-elect Mr. HUA Yang as an executive Director;

3. (b) To re-elect Mr. HAN Hanting as an executive Director;

4. (c) To re-elect Mr. CHEN Zhiwei 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 re-elect Mr. LI Gaofeng as an independent non-executive Director;

8. (g) To authorize the board of Directors of the Company (the ‘‘Board’’) to fix the Directors’ remuneration; and

9. (h) To grant power to the Board to appoint additional Director(s).

10. To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

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$0.01 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;

3. (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);

4. (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 of this Resolution and the said approval shall be limited accordingly; and

5. (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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 (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 recognised regulatory body or any stock exchange in, any territory or otherwise howsoever applicable to the Company).’’

5. ‘‘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 of Hong Kong Limited (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 (the ‘‘SFC’’) 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 to procure the Company to repurchase its Shares at a price determined by the Directors;

• (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

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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 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 in a general meeting.’’

• ‘‘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. 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.’’

• ‘‘THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares which may be issued by the Company upon the exercise of the share options to be granted under the Refreshed Scheme Mandate Limit (as defined hereinafter) of the Share Option Scheme of the Company adopted on 19 August 2011 (the ‘‘Share Option Scheme’’),

• (a) the refreshment of the scheme mandate limit in respect of the maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme and any other share option scheme of the Company) to the extent of up to 10% of the Shares in issue as at the date of passing of this resolution (the ‘‘Refreshed Scheme Mandate Limit’’) be and is hereby approved; and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the Directors be and are hereby authorized to do all such acts and things and to execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue or otherwise deal with the Shares pursuant to the exercise of such options.’’

By Order of the Board China Fortune Financial Group Limited HUA Yang Chief Executive Officer and Executive Director

Hong Kong, 30 July 2018

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 is set out in this circular.

• (7) Biographical details of each of Mr. HUA Yang, Mr. HAN Hanting, Mr. CHEN Zhiwei, Mr. WU Ling, Mr. CHAN Kin Sang and Mr. LI Gaofeng proposed to be re-elected as Directors at the Meeting are set out in 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 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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