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Television Broadcasts Limited Proxy Solicitation & Information Statement 2022

Sep 7, 2022

49261_rns_2022-09-07_3633091e-bbd2-4ae4-bf29-cb02a8c82187.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental 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 supplemental 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 supplemental 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

SUPPLEMENTAL CIRCULAR IN RELATION TO (1) RE-ELECTION OF RETIRING DIRECTORS; AND (2) SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular of the Shareholders dated 29 July 2022 and the notice convening the AGM dated 29 July 2022 as set out on pages 33 to 37 of the abovementioned circular.

A supplemental notice convening the AGM is set out on pages 12 to 13 of this supplemental circular. A Second Proxy Form for use at the AGM is also enclosed. Such Second Proxy Form is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.290.com.hk), respectively. Whether or not you are able to attend the meeting, you are requested to complete the Second Proxy Form 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, but 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 Second Proxy Form will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish and in such event the form of proxy shall be deemed to be revoked.

8 September 2022

CONTENTS

Page
DEFINITIONS...........................................................................................................................
1
LETTER FROM THE BOARD...............................................................................................
3
APPENDIX I
— BIOGRAPHY OF DIRECTORS PROPOSED TO
BE RE-ELECTED AT THE AGM...................................................
8
SUPPLEMENTAL NOTICE OF AGM...................................................................................
12

– i –

DEFINITIONS

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

  • “Announcement” the announcement of the Company dated 22 August 2022 in relation to, among others, the change of executive Director and chairman of the Board, the appointment of a non-executive Director and the appointment of an independent non-executive Director

“AGM” the annual general meeting of the Company to be convened and held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Tuesday, 27 September 2022 at 11:00 a.m. or any adjournment thereof

“Articles” the articles of association of the Company, as amended from time to time

  • “Audit Committee” the audit committee of the Company

  • “Board” the board of Directors

  • “Circular” the circular of the Company dated 29 July 2022 in respect of the matters to be considered at the AGM

  • “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

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

“First Proxy Form” the proxy form which was despatched to the Shareholders on 29 July 2022 together with the Circular

  • “Group” the Company and its subsidiaries from time to time

  • “HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • “Hong Kong” the Hong Kong Special Administrative Region of the PRC

  • “Latest Practicable Date” 5 September 2022, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information for inclusion in this supplemental circular

– 1 –

DEFINITIONS

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Nomination Committee” the nomination committee of the Company “Notice of AGM” the notice convening the AGM as set out on pages 33 to 37 of the Circular “PRC” The People’s Republic of China which for the purpose of this supplemental circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Remuneration Committee” the remuneration committee of the Company “Second Proxy Form” the proxy form which will be despatched to the Shareholders together with this supplemental circular “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” percentage

– 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: Dr. LIU Zhiwei (Chairman) Mr. ZHU Yi (Chief Executive Officer) Ms. SUN Qing

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

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

Independent Non-Executive Directors:

Mr. CHAN Kin Sang Mr. CHIU Kung Chik Mr. LI Gaofeng Mr. LIU Xin Mr. ZHAO Gen

To the Shareholders

Dear Sir or Madam,

8 September 2022

SUPPLEMENTAL CIRCULAR IN RELATION TO

(1) RE-ELECTION OF RETIRING DIRECTORS; AND (2) SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement.

This supplemental circular should be read together with the Circular and the Notice of AGM. Unless otherwise defined, capitalized terms used in this supplemental circular shall have the same meanings as those defined in the Circular and the Notice of AGM.

– 3 –

LETTER FROM THE BOARD

The purpose of this supplemental circular is to give you the supplemental notice of AGM and to provide you with further information regarding the resolutions to be proposed at the AGM for approving (i) the re-election of an executive Director; (ii) the re-election of a non-executive Director; and (iii) the re-election of an independent non-executive Director at the AGM, to enable Shareholders to make an informed decision on whether to vote for or against such resolutions.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the date of the Circular, the Board comprised of three executive Directors, namely Mr. XIE Zhichun (Chairman), Mr. ZHU Yi (Chief Executive Officer) and Ms. SUN Qing; three non-executive Directors, namely Mr. HAN Hanting, Mr. CHEN Zhiwei and Mr. WU Ling; and four independent non-executive Directors, namely Mr. CHAN Kin Sang, Mr. CHIU Kung Chik, Mr. LI Gaofeng and Mr. LIU Xin.

Subsequent to the despatch of the Circular and as disclosed in the Announcement,

  • (i) Mr. XIE Zhichun has resigned as an executive Director and the chairman of the Board (the “ Chairman ”) with effect from 22 August 2022;

  • (ii) Dr. LIU Zhiwei (“ Dr. Liu ”) has been appointed as an executive Director and the Chairman with effect from 22 August 2022;

  • (iii) Mr. LIU Haoyuan (“ Mr. Liu ”) has been appointed as a non-executive Director with effect from 22 August 2022; and

  • (iv) Mr. ZHAO Gen (“ Mr. Zhao ”) has been appointed as an independent non-executive Director with effect from 22 August 2022.

Pursuant to Article 99 of the Articles, Dr. Liu, Mr. Liu and Mr. Zhao shall hold office until the AGM and, being eligible, offer themselves for re-election at the AGM.

As a result, there are now seven retiring directors standing for re-election as Directors at the AGM, namely, Ms. SUN Qing, Mr. HAN Hanting, Mr. WU Ling, Mr. LIU Xin, Dr. Liu, Mr. Liu and Mr. Zhao.

In view of the above, the resolutions under item numbered 2 relating to the re-election of the retiring Directors as set out in the Notice of AGM should be deleted in its entirety and replaced by the new resolutions under item numbered 2 as set out in the supplemental notice of AGM on pages 12 to 13 of this supplemental circular.

– 4 –

LETTER FROM THE BOARD

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

Mr. Zhao holds a doctoral degree in financial management and has over 9 years of experience in accounting and finance. The Nomination Committee considered that Mr. Zhao (i) has professional background and experience which are relevant to the operation or businesses of the Group; and (ii) can contribute to diversity of the Board in terms of seniority, area of expertise and experience. The Nomination Committee has also reviewed and assessed the independence confirmation provided by Mr. Zhao to the Board confirming that he has satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules. The Nomination Committee considered that he remains independent.

The biographical details of Ms. Sun Qing, Mr. Han Hanting, Mr. Wu Ling, Mr. Liu Xin have been set out in Appendix II in the Circular, while the biographical details of Dr. Liu, Mr. Liu and Mr. Zhao are set out in Appendix I to this supplemental circular.

3. SUPPLEMENTAL NOTICE OF AGM AND SECOND PROXY FORM

Since the Notice of AGM and the First Proxy Form despatched together with the Circular do not contain the proposed resolutions in relation to the re-election of Dr. Liu as an executive Director, Mr. Liu as a non-executive Director and Mr. Zhao as an independent non-executive Director as set out in this supplemental circular, a supplemental notice of AGM and the Second Proxy Form are enclosed with this supplemental circular to include such proposed resolutions.

Whether or not you are able to attend the AGM, you are requested to complete and sign the Second Proxy Form in accordance with the instructions printed thereon and return the Second Proxy Form to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the First Proxy Form and/or the Second Proxy Form will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish and in such event the First Proxy Form and/or the Second Proxy Form shall be deemed to be revoked. Shareholders who have appointed or intend to appoint proxies to attend the AGM are requested to pay particular attention to the following arrangement in relation to the completion and submission of the Second Proxy Form:

– 5 –

LETTER FROM THE BOARD

  • (a) A Shareholder who has not yet lodged the First Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend and vote at the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company’s branch share registrar and transfer office in Hong Kong.

  • (b) A Shareholder who has already lodged the First Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong should note that:

  • (i) If no Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/ her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, resolutions for the re-election of Dr. Liu as an executive Director, Mr. Liu as a non-executive Director and Mr. Zhao as an independent non-executive Director as set out in this supplemental circular) except for the resolution(s) to which the Shareholder has indicated his/her voting direction in the First Proxy Form.

  • (ii) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

  • (iii) If the Second Proxy Form is lodged with the Company’s branch share registrar and transfer office in Hong Kong less than 48 hours before the time appointed for the holding of AGM or any adjournment thereof, or if lodged not less than 48 hours before the time appointed for the holding of AGM or any adjournment thereof but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Company’s branch share registrar and transfer office in Hong Kong. Accordingly, Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Company’s branch share registrar and transfer office in Hong Kong by not less than 48 hours before the time appointed for the holding of AGM or any adjournment thereof.

Shareholders are reminded that submission of the First Proxy Form and/or the Second Proxy Form shall not preclude Shareholders from attending the AGM or any adjournment thereof and voting in person should they so wish.

– 6 –

LETTER FROM THE BOARD

4. RECOMMENDATIONS

In addition to the recommendations contained in the Circular, the Directors consider that the proposed re-election of Dr. Liu as an executive Director, Mr. Liu as a non-executive Director and Mr. Zhao as an independent non-executive Director are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the relevant resolutions at the AGM.

5. RESPONSIBILITY STATEMENT

This supplemental 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 supplemental 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 supplemental circular misleading.

6. GENERAL INFORMATION

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

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

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

APPENDIX I

The following are the biographical details of Dr. Liu, Mr. Liu and Mr. Zhao who are proposed to be re-elected at the AGM:

EXECUTIVE DIRECTOR

Dr. Liu , aged 55, was appointed as an executive Director, the Chairman, a member of the Remuneration Committee and the chairman of the Nomination Committee on 22 August 2022. Dr. Liu obtained a bachelor’s degree in Industrial Management Engineering from Zhe Jiang University in 1989. He furthered his studies in Graduate School of the People’s Bank of China between 1989 and 1992 and obtained his master’s degree in international finance. In 2007, he obtained a doctoral degree in Economics & Law from Hunan University. Dr. Liu completed a professional course for Financial CEO at Cheung Kong Graduate School of Business in 2010 and further completed the China CEO Global Studies Program at Shanghai Jiaotong University in 2016. Dr. Liu is the father of Mr. Liu.

Dr. Liu has over 20 years of experience in financing, securities investment and capital market. He is currently an executive director and chairman of the board of directors of Wealthking Investments Limited (“ Wealthking ”, listed on the main board of the Stock Exchange). He is also the chairman of the supervisory committee of Purekind Fund Management Co., Ltd..

Dr. Liu was the chief executive officer of Wealthking from December 2021 to March 2022 and from April 2019 to December 2020 respectively. From June 2016 to June 2018, he was an executive director and the president of Wealthking. From December 2015 to June 2016, he was a nonexecutive director of Wealthking. Dr. Liu served as a non-executive director of Shanghai Zendai Property Limited (listed on the main board of the Stock Exchange) from February 2010 to December 2012 and was the vice chairman of Chang’an International Trust Co., Ltd (formerly known as Xi’an International Trust Co., Ltd) from November 2008 to April 2011. He was a supervisor of Bohai Leasing Co., Ltd. (“ Bohai ”, formerly known as Xin Jiang Hui-tong (Group) Co., Ltd, listed on the Shenzhen Stock Exchange) from December 2005 to December 2008 and the chairman of the board of directors and general manager of Bohai from September 1998 to January 2001. He also served as a general manager of the merger and acquisition department of Guosen Securities Co., Ltd (listed on the Shenzhen Stock Exchange) from July 1997 to August 1998 and a general manager of the investment banking department of China Great Wall Securities Co., Ltd (listed on the Shenzhen Stock Exchange) from July 1995 to June 1997.

– 8 –

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

APPENDIX I

The Company has entered into an employment contract with Dr. Liu for an initial term of three years with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles. Dr. Liu will hold office until the next general meeting of the Company and be eligible for re-election at the meeting. Dr. Liu is entitled to a remuneration of HK$3,600,000 per annum which was determined and approved by the Remuneration Committee and the Board 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, Dr. Liu is interested in 274,567,000 Shares within the meaning of Part XV of the SFO.

Save as disclosed above and as at the Latest Practicable Date, Dr. Liu (i) does not have any other interest in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company (as defined under the Listing Rules); (iii) does not hold any other positions in the Group; (iv) has not held any other directorships in any other public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; (v) does not have any other major appointments and professional qualifications; and (vi) is not aware of any other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTOR

Mr. Liu , aged 28, was appointed as a non-executive Director and a member of each of the Remuneration Committee and the Nomination Committee on 22 August 2022. Mr. Liu obtained a bachelor’s degree in Mathematics & Computer Science from Boston University in 2018 and further obtained a master’s degree in Computer Science from University of Southern California in 2019. Mr. Liu is the son of Dr. Liu.

Mr. Liu has experience and knowledge in asset management, fintech, artificial intelligence and project management. He is currently a director and chief executive officer of a private company in Singapore and manage investment in real estate, digital assets, private equity, and secondary market stocks in Singapore. He was a project manager of a proprietary algorithmic trading firm in the United States of America and an intelligent information technology firm in the PRC from February 2020 to February 2021. He was also a research assistant in the department of Technology Innovation and Entrepreneurship in University of Southern California from September 2018 to December 2019.

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

APPENDIX I

The Company has entered into a letter of appointment with Mr. Liu for an initial term of one year with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles. Mr. Liu will hold office until the next general meeting of the Company and be eligible for re-election at the meeting. Mr. Liu is entitled to a remuneration of HK$600,000 per annum which was determined and approved by the Remuneration Committee and the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

Save as disclosed above and as at the Latest Practicable Date, Mr. Liu (i) does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company (as defined under the Listing Rules); (iii) does not hold any other positions in the Group; (iv) has not held any other directorships in any other public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; (v) does not have any other major appointments and professional qualifications; and (vi) is not aware of any other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Zhao , aged 40, was appointed as an independent non-executive Director and a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee on 22 August 2022. Mr. Zhao obtained a doctoral degree in financial management from the Southwestern University of Finance and Economics in the PRC in 2009.

Mr. Zhao has over 9 years of experience in accounting and finance. Mr. Zhao is currently a nonindependent director of Kunwu Jiuding Investment Holdings Co., Ltd (listed on the Shanghai Stock Exchange). He is also the deputy general manager and financial director of Tong Chuang Jiu Ding Investment Management Group Co., Ltd. and an executive director of Jiuan-FT Life International Investment Holdings Corporation Limited.

Mr. Zhao was an independent non-executive director of Prosperity International Holdings (H.K.) Limited from July 2019 to December 2020 (listed on the main board of the Stock Exchange). He served as an assistant to general manager in JZ Securities Company Limited from 2015 to 2018. Mr. Zhao also worked in Chengdu Rural Commercial Bank with his last position as the assistant to general manager from 2010 to 2015.

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

APPENDIX I

The Company has entered into a letter of appointment with Mr. Zhao for an initial term of one year with effect from the date of his appointment subject to the terms of renewal contained therein and retirement by rotation and re-election in accordance with the Articles. Mr. Zhao will hold office until the next general meeting of the Company and be eligible for reelection at the meeting. Mr. Zhao is entitled to a remuneration of HK$216,000 per annum which was determined and approved by the Remuneration Committee and the Board with reference to his duties, work experience, responsibilities, the Company’s performance as well as the prevailing market conditions.

Mr. Zhao has confirmed his compliance with the independence criteria as set out in Rule 3.13 of the Listing Rules.

Save as disclosed above and as at the Latest Practicable Date, Mr. Zhao (i) does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company (as defined under the Listing Rules); (iii) does not hold any other positions in the Group; (iv) has not held any other directorships in any other public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years; (v) does not have any other major appointments and professional qualifications; and (vi) is not aware of any other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

– 11 –

SUPPLEMENTAL 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

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

REFERENCES ARE MADE TO the circular of China Fortune Financial Group Limited (the “ Company ”) and the notice (the “ Notice ”) of the annual general meeting (the “ AGM ”) of the Company both dated 29 July 2022, convening the AGM to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Tuesday, 27 September 2022 at 11:00 a.m.. This supplemental notice should be read together with the Notice.

Unless otherwise stated, terms defined herein shall have the same meanings as those defined in the supplemental circular of the Company dated 8 September 2022 (the “ Supplemental Circular ”). Apart from the amendments stated below, all the information contained in the Notice remains to be valid and effective.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:

Due to the matters as set out in the Supplemental Circular, the resolutions under item numbered 2 stated in the Notice should be deleted in its entirety and replaced by the following new resolutions under item numbered 2:

  1. (a) To re-elect Dr. LIU Zhiwei as an executive Director;

  2. (b) To re-elect Ms. SUN Qing as an executive Director;

  3. (c) To re-elect Mr. HAN Hanting as a non-executive Director;

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

  5. (e) To re-elect Mr. LIU Haoyuan as a non-executive Director;

  6. (f) To re-elect Mr. LIU Xin as an independent non-executive Director;

  7. (g) To re-elect Mr. ZHAO Gen as an independent non-executive Director;

– 12 –

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

  • (h) To authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration; and

  • (i) To grant power to the Board to appoint additional Director(s).

Apart from the amendments set out above, all the information contained in the Notice shall remain to have full force and effect.

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

Hong Kong, 8 September 2022

Notes:

  • (1) The Second Proxy Form containing the new resolutions under item numbered 2 is enclosed with the Supplemental Circular. Please refer to the section headed “SUPPLEMENTAL NOTICE OF AGM AND SECOND PROXY FORM” on pages 5 to 6 of the Supplemental Circular for arrangements on the completion and submission of the Second Proxy Form.

  • (2) Save for the above supplemental resolutions, there are no other changes to the resolutions set out in the Notice. Please refer to the Notice for details of the other resolutions to be considered at the AGM, the eligibility for attending the AGM, proxy and other relevant matters.

  • (3) Whether or not the Shareholders are able to attend the AGM in person, the Shareholders are required to complete the Second Proxy Form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).

  • (4) The Shareholders are reminded that return of the First Proxy Form and/or the Second Proxy Form will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish.

  • (5) All dates and times mentioned in this supplemental notice refer to Hong Kong dates and times.

– 13 –