Television Broadcasts Limited — Proxy Solicitation & Information Statement 2019

Jul 25, 2019

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 AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Fortune Financial Group Limited to be held at 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 29 August 2019 at 11:00 a.m. is set out on pages 16 to 20 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 share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the 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 2019

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.	Record date for AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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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 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 29 August 2019 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’’ 18 July 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

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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 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$0.01 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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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. ZHU Yi

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

Non-Executive Directors:

Mr. HAN Hanting Mr. CHEN Zhiwei Mr. WU Ling

Head Office and Principal Place of Business in Hong Kong: 43rd Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

Independent Non-Executive Directors:

Mr. CHAN Kin Sang Mr. NG Kay Kwok

Mr. CHIU Kung Chik

Mr. LI Gaofeng

26 July 2019

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 AND (3) 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 Thursday, 30 August 2018, 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 9,153,078,859 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 1,830,615,771 Shares and under the Repurchase Mandate to repurchase a maximum of 915,307,885 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. ZHU Yi shall hold office until the AGM and, being eligible, offer himself for re-election at the AGM.

Pursuant to Article 116 of the Articles of Association, Mr. XIE Zhichun, Mr. NG Kay Kwok (‘‘Mr. Ng’’) and Mr. CHIU Kung Chik (‘‘Mr. Chiu’’) shall retire from office by rotation and, being eligible, offer themselves for re-election.

According to the terms of reference of the nomination committee of the Company (the ‘‘Nomination Committee’’), the Nomination Committee will make recommendations to the Board on the appointment and re-appointment of the Directors. In proposing an independent non-executive Director for re-election at the AGM, the Nomination Committee has reviewed and considered,

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LETTER FROM THE BOARD

among others, the key attributes (including age, seniority, qualifications, area of expertise and experience of the retiring independent non-executive Directors) to the Board and requirements pertaining to independence, continuity, professional competence and diversity of the Board.

Mr. Ng is a member of CPA Australia and has extensive experience in accounting and financial management whereas Mr. Chiu holds a bachelor’s degree in Economics and has extensive experience and knowledge in investment banking, capital financing and corporate restructuring, etc. The Nomination Committee considered that Mr. Ng and Mr. Chiu (i) have professional background and experience which are relevant to the operation or businesses of the Group; and (ii) can contribute to diversity of the Board in terms of age, seniority, qualifications, area of expertise and experience. The Nomination Committee has also reviewed and assessed the annual independence confirmation provided by each of Mr. Ng and Mr. Chiu to the Board confirming that they have satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules. The Nomination Committee considered that they remain independent.

Pursuant to Code Provision A.4.3 of Appendix 14 of the Listing Rules, (a) having served the company for more than nine years could be relevant to the determination of an independent nonexecutive director’s independence; and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders.

Mr. Ng was appointed as independent non-executive Director since September 2007. Taking into account (i) the Company has received an annual independence confirmation from Mr. Ng; and (ii) Mr. Ng does not have any business or other relationships with the Company which could hinder the exercise of his independent judgment on the Company’s affairs, the Board considers Mr. Ng continues to be independent under the Listing Rules despite the fact that he has been serving the Company for more than nine years.

Accordingly, as recommended by the Nomination Committee, separate resolutions will be proposed by the Board at the AGM to re-elect, inter alia, Mr. Ng and Mr. Chiu as independent non-executive Directors.

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

THE AGM

A notice convening the AGM to be held at 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 29 August 2019 at 11:00 a.m. is set out on pages 16 to 20 of this circular. A copy of the 2019 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 will be proposed at the AGM.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the AGM 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 29 August 2019, 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 23 August 2019. Shareholders whose names are recorded in the register of members of the Company on 23 August 2019 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.

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

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LETTER FROM THE BOARD

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 HUA Yang

Chief Executive Officer and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 9,153,078,859.

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 Share is 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 915,307,885 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 2019) 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$
2018
July	0.132	0.115
August	0.140	0.112
September	0.135	0.093
October	0.106	0.072
November	0.087	0.065
December	0.101	0.062
2019
January	0.088	0.065
February	0.088	0.065
March	0.087	0.064
April	0.073	0.060
May	0.080	0.060
June	0.074	0.060
July (up to and including the Latest Practicable Date)	0.068	0.059

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

As at the Latest Practicable Date, Riverhead Capital (International) Management Co., Ltd. (‘‘Riverhead Capital’’) (the single largest substantial Shareholder) beneficially held 2,744,350,000 Shares, representing approximately 29.98% of the issued share capital of the Company. Riverhead Capital is owned as to 80% by Mr. XIE Zhichun and as to 20% by Ms. XIE Juhan who is the daughter of Mr. XIE Zhichun. On the basis that no further Share is issued or repurchased prior to the AGM and the shareholding of Riverhead Capital remains unchanged, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, if so approved, in accordance with the terms of Resolution no. 5 as set out in the notice of AGM, the shareholding of Riverhead Capital will be increased from approximately 29.98% to approximately 33.31%. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that (i) it will trigger the obligations under the Takeovers Code to make a mandatory offer or (ii) the number of Shares in the hands of public will fall below the prescribed minimum level of 25%.

7. SHARE REPURCHASE MADE BY THE COMPANY

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

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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. XIE Zhichun (‘‘Mr. Xie’’), aged 61, was appointed as an executive Director, Chairman of the Board and a member of the Remuneration Committee of the Company (the ‘‘Remuneration Committee’’) in January 2017. He was further appointed as the chairman of the Nomination Committee in March 2017. Mr. Xie is also a director of certain subsidiaries of the Group. Mr. Xie graduated from Heilongjiang University in 1982 with a bachelor’s degree in philosophy. He then further studied and obtained a master’s degree in economics from Harbin Institute of Technology in 1993 and a doctorate in economics from Nankai University in 2004.

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

Mr. Xie has held various key positions in certain banks, securities firms and insurance companies in the PRC and listed companies in Singapore, and has extensive experience in management of financial institutions. Mr. Xie was an independent non-executive director of SuperRobotics Limited (listed on the GEM of the Stock Exchange) from August 2018 to May 2019, a non-executive director of China Smartpay Group Holdings Limited (listed on the GEM of the Stock Exchange) from April 2017 to October 2018 and Elife Holdings Limited (listed on the main board of the Stock Exchange) from November 2016 to July 2017. He was a deputy general manager of China Investment Corporation (‘‘CIC’’) (中國投資有限責任公司) and an executive director and general manager of Central Huijin Investment Ltd. (中央滙金投資有限責任公司), a subsidiary of CIC which makes equity investment in key state-owned financial institutions in the PRC, from 2014 to 2015. From 2008 to 2014, Mr. Xie was an executive director and deputy general manager of China Everbright Group Limited (中國光大集團總公司) and the chairman of Sun Life Everbright Life Insurance Co., Ltd. (光大永明人壽保險有限公司) and Sun Life Everbright Asset Management Co., Ltd. (光大永明資產管理股份有限公司). From 2006 to 2008, he was the vice president and director of reorganisation and listing office of China Everbright Bank Company Limited. From 2001 to 2006, Mr. Xie was a director and chief executive officer of Everbright Securities Company Limited, an executive director of China Everbright Group and China Everbright Limited (listed on the main board of the Stock Exchange), a vice chairman (unattending) of China Enterprises Association (Singapore), a director of Shenyin & Wanguo Securities Co., Ltd. and Everbright Pramerica Fund Management Co., Ltd. and a vice chairman (unattending) of Securities Association of China.

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

APPENDIX II

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

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

As at the Latest Practicable Date, Mr. Xie was deemed to be interested in 2,744,350,000 Shares and 2,350,000,000 underlying shares of the Company held by Riverhead Capital, a company which is owned as to 80% by Mr. Xie. Save as disclosed aforesaid, Mr. Xie does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Xie has entered into an employment contract with the Company for a term of three years with effect from 6 January 2017 subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Xie is entitled to a remuneration of HK$8,000,000 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.

As at the Latest Practicable Date, Mr. Xie does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company (as defined under the Listing Rules).

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. Xie at the AGM.

Mr. ZHU Yi (‘‘Mr. Zhu’’), aged 32, was appointed as an executive Director in September 2018. He joined the Group in May 2017 and is the department head of the Compliance and Risk Management Department and the Executive Directors Office of the Group, responsible for overseeing the legal and compliance, risk management and internal control as well as human resources and administrative management of the Group. He is also a director of certain subsidiaries of the Group. Mr. Zhu graduated from Peking University in 2008 with bachelor’s degrees in Laws

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

APPENDIX II

and Economics respectively. He then further obtained a master’s degree in Laws from Southern Methodist University in the United States of America (the ‘‘USA’’) in 2010 and a master’s degree in Laws from Peking University in 2011. Mr. Zhu is a Chartered Financial Analyst (CFA) charterholder, and possesses of a non-practicing lawyer qualification in the PRC and the New York State of the USA respectively.

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

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

As at the Latest Practicable Date, Mr. Zhu 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. Zhu has entered into an employment contract with the Company for a term of one year with effect from 28 September 2018 subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles of Association. Mr. Zhu is entitled to a remuneration of HK$2,040,000 per annum which will be reviewed by the Remuneration Committee on an annual basis 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. Zhu at the AGM.

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

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. NG Kay Kwok (‘‘Mr. Ng’’), aged 57, was appointed as an independent non-executive Director in September 2007. He is also the chairman of the Audit Committee of the Company (the ‘‘Audit Committee’’) and a member of the Nomination Committee and the Remuneration Committee. Mr. Ng graduated from the Australian National University with a bachelor’s degree in Economics and obtained a graduate diploma in Accounting from Macquarie University. He is a member of CPA Australia and has extensive experience in accounting and financial management. Mr. Ng is an independent non-executive director of The Hong Kong Building and Loan Agency Limited (listed on the main board of the Stock Exchange). He was an independent non-executive director of Merdeka Financial Services Group Limited (listed on the GEM of the Stock Exchange) from July 2013 to April 2019.

Save as disclosed above, Mr. Ng 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. Ng 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. Ng has entered into a letter of appointment with the Company on 14 September 2007 and a renewal letter of appointment on 4 December 2009 for a term of one year 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 director fee 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. Ng at the AGM.

Mr. CHIU Kung Chik (‘‘Mr. Chiu’’), aged 34, was appointed as an independent nonexecutive Director in March 2017. He is also the chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee. Mr. Chiu graduated from the University of Chicago with a bachelor’s degree in Economics. He has extensive experience and knowledge in investment banking, capital financing, corporate restructuring, merger and acquisition, complex transaction structuring, etc. Mr. Chiu currently serves as an independent non-executive director of Beijing Enterprises Clean Energy Group Limited (listed on the main board of the Stock Exchange).

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

APPENDIX II

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

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

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

Mr. Chiu has entered into a letter of appointment with the Company for a term of one year commencing on 20 March 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 director fee 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. Chiu at the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

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China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 290)

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

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘Meeting’’) of China Fortune Financial Group Limited (the ‘‘Company’’) will be held at 43rd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Thursday, 29 August 2019 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 of the Company (the ‘‘Directors’’) and the auditor of the Company for the year ended 31 March 2019.

2. (a) To re-elect Mr. XIE Zhichun as an executive Director;

3. (b) To re-elect Mr. ZHU Yi as an executive Director;

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

5. (d) To re-elect Mr. CHIU Kung Chik as an independent non-executive Director;

6. (e) To authorize the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration; and

7. (f) To grant power to the Board to appoint additional Director(s).

8. 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 recognized 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 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;

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

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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.’’

By Order of the Board

China Fortune Financial Group Limited HUA Yang Chief Executive Officer and Executive Director

Hong Kong, 26 July 2019

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 share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be).

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NOTICE OF ANNUAL GENERAL MEETING

• (4) All voting by the Shareholders at the Meeting shall be conducted by way of poll.

• (5) Completion and delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting if the Shareholder so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

• (6) An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision as whether to vote for or against the Resolution no. 5 is set out in the Appendix I to this circular.

• (7) Biographical details of each of Mr. XIE Zhichun, Mr. ZHU Yi, Mr. NG Kay Kwok and Mr. CHIU Kung Chik proposed to be re-elected as Directors at the Meeting are set out in the Appendix II to this circular.

• (8) After verified by the scrutineer, the poll results will be published on the Company’s website (www.290.com.hk) and HKExnews website (www.hkexnews.hk).

• (9) If a Typhoon Signal No. 8 or above is hoisted, or a ‘‘black’’ rainstorm warning signal is in force at or at any time after 8:00 a.m. on the date of the 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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