Vala Inc. — AGM Information 2019

Apr 29, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 51 Credit Card Inc. (the “ Company ”), you should at once hand this circular together with 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 transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

This circular, for which the directors of the Company (the “ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Stock Exchange 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

==> picture [80 x 36] intentionally omitted <==

51 CREDIT CARD INC. 51 信用卡有限公司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2051)

PROPOSALS FOR

(I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at Churchill Room 1 & 2, Level 26, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong on Friday, 31 May 2019 at 11:15 a.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof to the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

29 April 2019

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	PROPOSED GRANTING OF GENERAL MANDATES
	TO ISSUE AND REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II – DETAILS OF DIRECTORS OFFERED THEMSELVES
	FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE	OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

DEFINITIONS

In this circular, unless the context otherwise requires, the expressions below shall have the following meanings:

“AGM” the annual general meeting of the Company to be held at Churchill Room 1 & 2, Level 26, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong on Friday, 31 May 2019 at 11:15 a.m., a notice of which is set out on pages 16 to 20 of this circular

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

• “Board”

the board of Directors

• “Company” 51 Credit Card Inc., a company incorporated in the Cayman Islands, the Shares of which are listed on the Main Board of the Stock Exchange

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

• “Extension Mandate”

• a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hangzhou Enniu”

• Hangzhou Enniu Network Technology Co., Ltd.（杭州恩 牛網絡技術有限公司）, a company incorporated in the PRC on 2 August 2012, and PRC operating entity of the Company

• “Hong Kong”

• The Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• a general and unconditional mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM

• “Latest Practicable Date” 23 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

– 1 –

DEFINITIONS

“Listing Date” 13 July 2018, the date on which dealings in the Shares commenced on the Main Board of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Repurchase Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase the Shares, not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution at the AGM “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong as amended from time to time “Share(s)” ordinary share(s) of US$0.00001 each in the capital of the Company “Shareholder(s)” the holder(s) of the issued Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong amended from time to time “US$” United States dollars, the lawful currency of the United States “%” per cent

– 2 –

LETTER FROM THE BOARD

==> picture [80 x 36] intentionally omitted <==

51 CREDIT CARD INC. 51 信用卡有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2051)

Executive Directors:

Mr. Sun Haitao (Chairman and Chief Executive Officer) Mr. Yang Yuzhi (Vice-president) Mr. Zhao Ke (Chief Financial Officer)

Non-executive Director: Ms. Zou Yunli

Independent non-executive Directors: Mr. Wong Ti Mr. Wang Zhaocheng Mr. Ye Xiang

Registered office: P.O. Box 10008 Willow House Cricket Square Grand Cayman KY1-1001 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 1006, 10th Floor Tower One, Lippo Centre 89 Queensway Hong Kong

29 April 2019

To the Shareholders

Dear Sirs or Madams,

PROPOSALS FOR

(I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM which include, amongst others, the approval of the (i) grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and (ii) reelection of Directors; and to give you notice of the AGM.

– 3 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Pursuant to the written resolutions of Shareholders passed on 24 June 2018, the Directors were granted a general mandate to allot, issue and deal with Shares and a general mandate to repurchase Shares on the Stock Exchange. These mandates will expire at the conclusion of the AGM. At the AGM, among other businesses, resolutions will be proposed to grant the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors.

Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the AGM, the Directors will be authorised to issue up to a maximum of 238,885,104 Shares pursuant to the Issue Mandate based on the total number of issued Shares of 1,194,425,522 as at the Latest Practicable Date.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give the Shareholders an explanatory statement containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in the Appendix I to this circular.

3. PROPOSED RE-ELECTION OF DIRECTORS

All Directors shall retire, and being eligible, offer themselves for re-election as Directors at the AGM.

Particulars of Directors to be re-elected are set out in Appendix II to this circular.

– 4 –

LETTER FROM THE BOARD

4. AGM

The notice of the AGM is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

At the AGM, resolutions will be proposed to approve, amongst others, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors and the reelection of Directors by way of poll. An announcement on the poll results will be published by the Company after the AGM.

For the purpose of determining Shareholders who are qualified for attending and voting at the AGM, the register of members of the Company will be closed from Monday, 27 May 2019 to Friday, 31 May 2019, both days inclusive, during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 24 May 2019.

Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof to the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

5. RECOMMENDATION

The Directors are of the opinion that the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors referred to in this circular are in the best interests of the Company and the Shareholders as a whole and recommend you to vote in favour of all the resolutions to be proposed at the AGM.

By order of the Board 51 Credit Card Inc. Sun Haitao

Chairman, Chief Executive Officer and Executive Director

– 5 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,194,425,522 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 119,442,552 Shares.

3. REASONS OF THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

4. SOURCE OF FUNDS

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles, the law of the Cayman Islands and/or any other applicable laws, as the case may be. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.

– 6 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2018, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.

As a result, a shareholder or a group of shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, so far as is known to the Directors, Mr. Sun Haitao (the chairman, chief executive officer and an executive Director) together with his concerted parties (the “ Concerted Group ”) are deemed to control an aggregate of 549,738,479 Shares, representing approximately 46.03% of the total number of issued Shares. Assuming that there will be no change in the issued Shares and the Concerted Group does not dispose of its Shares nor acquire additional Shares prior to any repurchase of Shares and if the Repurchase Mandate was exercised in full, the shareholding held by the Concerted Group in the Company would be increased to approximately 51.14% of the total number of issued Shares.

Such increases would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors do not have a present intention to exercise the Repurchase Mandate to such an extent that would result in takeover obligations under Rule 26 of the Takeovers Code or the number of Shares held by the public being reduced to less than 25%.

– 7 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the period from the Listing Date up and including the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2018
July(Note)	9.55	7.66
August	8.40	6.40
September	7.90	5.60
October	6.43	3.90
November	4.98	3.97
December	4.44	3.51
2019
January	5.14	3.86
February	7.50	4.53
March	7.14	5.33
April (up to the Latest Practicable Date)	5.99	5.20

Note: The Shares are listed on the Main Board of the Stock Exchange on 13 July 2018.

7. SHARE REPURCHASE MADE BY THE COMPANY

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

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM and exercised.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries nor has any such core connected person undertaken not to do so in the event that the Repurchase Mandate is granted.

– 8 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Details of the Directors who are proposed to be re-elected at the AGM are set out below:

Mr. Sun Haitao（孫海濤） , aged 39, was appointed as the chairman and an executive Director of the Company in September 2017. Currently, Mr. Sun serves as the chairman of the board of directors, chief executive officer and general manager of Hangzhou Enniu, and also serves as a director of various subsidiaries of the Company including, among others, Beijing Dingli Chuangshi Technology Co., Ltd.（北京鼎力創世科技有限公司）, Hangzhou Yiniu Network Technology Co., Ltd.（杭州義牛網絡技術有限公司）, Hangzhou Yeniu Asset Management Co., Ltd.（杭州也牛資產管理有限公司）and Fuzhou Enniu Network Micro Credit Co., Ltd.（撫州市恩牛網絡小額貸款有限公司）. Mr. Sun also serves as the chairman and an executive director of China Netcom Technology Holdings Limited (listed on GEM of the Stock Exchange, stock code: 8071).

Mr. Sun is an entrepreneur. He obtained a bachelor’s degree in business administration from Hangzhou Institute of Electronic Industry（杭州電子工業學院）(now known as Hangzhou Dianzi University（杭州電子工業大學）) in June 2002. He has been engaged in Internet businesses since 2004, and founded several Internet companies before founding Hangzhou Enniu in 2012. From May 2004 to August 2007, Mr. Sun served as founder of Hangzhou Aladdin Information & Technology Co., Ltd.（杭州阿拉丁信息科技有限公司）and E City（E 都市）, a 3D mapping website in the PRC; and from August 2007 to February 2012, Mr. Sun served as the general manager and founder of Hangzhou Fangtoo Information & Technology Co., Ltd.（杭州房途信息科技有限公司）, a large online second-hand property platform.

In May 2012, Mr. Sun led the team to create the credit card management mobile application named “51 Credit Card Manager” and 51 Credit Card Group has grown to be one of the leading financial technology companies in China during the past few years. Mr. Sun personally has been honored the Entrepreneur of 2016 by Dark Horse, 2017 Chinese Economic Figures by SINA and New Business 100 Annual Actors by 36Kr, etc.

To the knowledge of the Directors, as at the Latest Practicable Date, Mr. Sun was deemed to have interests in an aggregate of 549,738,479 Shares within the meaning of Part XV of the SFO, representing approximately 46.03% of the total number of issued Shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. Sun did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders, and he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

– 9 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

Mr. Sun has entered into a service contract with the Company for a term of three years, which is determinable by either party giving not less than one month’s written notice in advance. As proposed by the remuneration committee of the Company and approved by the Board on 26 March 2019, respectively, he is entitled to an adjusted Director’s fee of RMB547,483.2 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

There is no information which is discloseable nor is/was Mr. Sun involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Sun that need to be brought to the attention of the Shareholders.

Mr. Yang Yuzhi（楊宇智） , aged 31, was appointed as an executive Director in November 2017. Currently, Mr. Yang serves as the vice-president and director of Hangzhou Enniu, and a director of various subsidiaries of the Company. From June 2010 to October 2012, he served as the regional manager to Beijing LaShou Technology Co., Ltd.（北京拉手科技有限公司）; and from February 2014 to February 2016, he served as a director and the chief executive officer of Beijing Dingli Chuangshi Technology Co., Ltd.（北京鼎力創世科技有限公司）, a subsidiary of the Company.

Mr. Yang graduated from the Northeast Petroleum University School of Economics and Management（東北石油大學經濟管理學院）in July 2013 with a bachelor’s degree in engineering management. Mr. Yang was honored the “30 under 30” by Forbes China in 2017.

As at the Latest Practicable Date, Mr. Yang did not have any interests in the Shares within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, Mr. Yang did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders, and he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Yang has entered into a service contract with the Company for a term of three years, which is determinable by either party giving not less than one month’s written notice in advance. As proposed by the remuneration committee of the Company and approved by the Board on 26 March 2019, he is entitled to an adjusted Director’s fee of RMB441,756 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

– 10 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

There is no information which is discloseable nor is/was Mr. Yang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Yang that need to be brought to the attention of the Shareholders.

Mr. Zhao Ke（趙軻） , aged 35, was appointed as an executive Director in November 2017. He is also the chief financial officer of the Company. Currently, Mr. Zhao also serves as an executive director of China Netcom Technology Holdings Limited (listed on GEM of the Stock Exchange, stock code: 8071) and a director of various subsidiaries of the Company including, among others, Hangzhou Enniu. From July 2006 to October 2015, Mr. Zhao served in a number of positions, including as a senior manager of the capital markets services group at Hong Kong Firm of PricewaterhouseCoopers.

Mr. Zhao graduated from Xi’an Jiaotong University（西安交通大學）in July 2005 with a bachelor’s degree in finance and obtained a master’s degree in economics from the University of Ottawa in Canada（加拿大渥太華大學）in October 2006. He was accredited as a certified public accountant by The Chinese Institute of Certified Public Accountants in May 2011 and by the Hong Kong Institute of Certified Public Accountants in May 2015.

As at the Latest Practicable Date, Mr. Zhao did not have any interests in the Shares within

the meaning of Part XV of the SFO.

As at the Latest Practicable Date, Mr. Zhao did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Save as disclosed above, as at the Latest Practicable Date, he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Zhao has entered into a service contract with the Company for a term of three years, which is determinable by either party giving not less than one month’s written notice in advance. As proposed by the remuneration committee of the Company and approved by the Board on 26 March 2019, he is entitled to an adjusted Director’s fee of RMB547,483.2 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

There is no information which is discloseable nor is/was Mr. Zhao involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Zhao that need to be brought to the attention of the Shareholders.

– 11 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

Ms. Zou Yunli（鄒雲麗） , aged 46, was appointed as a non-executive Director in November 2017. Currently, Ms. Zou also serves as a director of Hangzhou Enniu, a subsidiary of the Company. From October 1994 to June 2010, Ms. Zou served in a number of companies, including Shenzhen Tianjian Xinde Accounting Firm（深圳天健信德會計師事務所有限責任公 司）, Shenzhen Jingjia Group Co., Ltd.（深圳勁嘉集團股份有限公司）(listed on the Shenzhen Stock Exchange, stock code: 002191) and Shenzhen Tiantu Venture Capital Co., Ltd.（深圳市 天圖創業投資有限公司）. Ms. Zou joined Tian Tu Capital Co., Ltd.（深圳市天圖投資管理股 份有限公司）(National Equities Exchange and Quotations System stock code: 833979) in June 2010 and has held various positions including as a director, chief financial officer and chief operational officer.

Ms. Zou obtained a bachelor’s degree in auditing from Zhongnan University of Economics （中南財經大學）(now known as Zhongnan University of Economics and Law（中南財經 政法大學）) in July 1994, a master’s degree in professional accountancy from The Chinese University of Hong Kong（香港中文大學）in December 2004 and an executive master’s degree in business administration from The Hong Kong University of Science and Technology（香港科 技大學）in June 2017.

To the knowledge of the Directors, as at the Latest Practicable Date, Ms. Zou had interests in 105,000 Shares within the meaning of Part XV of the SFO, representing approximately 0.01% of the total number of issued Shares.

Save as disclosed above, as at the Latest Practicable Date, Ms. Zou did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders, and she did not at present nor had she in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Ms. Zou has entered into a service contract with the Company for a term of three years, which is determinable by either party giving not less than one month’s written notice in advance. According to the service agreement, she is entitled to a Director’s fee of RMB1,000 per year and discretionary bonus determined in accordance with the internal regulation of the Company. She is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles. Ms. Zou had waived her emoluments during the period from the Listing Date to the Latest Practicable Date.

There is no information which is discloseable nor is/was Ms. Zou involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Ms. Zou that need to be brought to the attention of the Shareholders.

– 12 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

Mr. Wong Ti（汪棣） , aged 60, was appointed as an independent non-executive Director in February 2018. Mr. Wong joined PricewaterhouseCoopers Zhong Tian in December 1990 and has held various positions successively. Mr. Wong served as senior auditor, senior manager and partner in the PricewaterhouseCoopers Zhong Tian before retiring in June 2015. He has nearly 25 years of experience in serving financial service industry clients. Mr. Wong has also served as an independent non-executive director of China Merchants Securities Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600999 and on the Stock Exchange, stock code: 6099) since January 2018.

Mr. Wong obtained a master’s degree in business administration from the University of California, Los Angeles（加利福尼亞大學洛杉磯分校）in March 1986. He was accredited as a certified public accountant by The Chinese Institute of Certified Public Accountants in October 2002 and a certified public accountant in the United States of America in May 1993.

As at the Latest Practicable Date, Mr. Wong did not have any interests in the Shares within the meaning of Part XV of the SFO.

As at Latest Practicable Date, Mr. Wong did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Save as disclosed above, as at the Latest Practicable Date, he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wong has entered into a letter of appointment with the Company for a term of one year, which is determinable by either party giving not less than one month’s written notice in advance. According to the letter of appointment, he is entitled to a Director’s fee of HK$320,000 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

There is no information which is discloseable nor is/was Mr. Wong involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Wong that need to be brought to the attention of the Shareholders.

Mr. Wang Zhaocheng（王朝成） , aged 41, was appointed as an independent nonexecutive Director in February 2018. From July 2000 to April 2004, Mr. Wang served in a number of positions including as the deputy general manager of the Beijing Office at Anhui Jinjuan Advertisement Co., Ltd.（安徽金鵑廣告有限公司）. From April 2004 to March 2015, Mr. Wang served as a director and the chairman of Beijing Shengchu Investment Management Consulting Co., Ltd.（北京盛初投資管理諮詢有限公司）. Mr. Wang has served as the chairman and chief executive officer of Beijing Yijiupi E-Commerce Co., Ltd.（北京易酒批電 子商務有限公司）since March 2015. Mr. Wang has also served as an independent director of Shanxi Xinghuacun Fen Wine Factory Co., Ltd.（山西杏花村汾酒廠股份有限公司）(listed on the Shanghai Stock Exchange, stock code: 600809) since May 2016.

– 13 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

Mr. Wang received his bachelor’s degree in trade and economics from Anhui University （安徽大學）in July 2000.

As at the Latest Practicable Date, Mr. Wang did not have any interests in the Shares within the meaning of Part XV of the SFO.

As at Latest Practicable Date, Mr. Wang did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Save as disclosed above, as at the Latest Practicable Date, he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wang has entered into a letter of appointment with the Company for a term of one year, which is determinable by either party giving not less than one month’s written notice in advance. According to the letter of appointment, he is entitled to a Director’s fee of HK$260,000 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

There is no information which is discloseable nor is/was Mr. Wang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Wang that need to be brought to the attention of the Shareholders.

Mr. Ye Xiang（葉翔） , aged 55, was appointed as an independent non-executive Director in February 2018. From August 2001 to November 2007, Mr. Ye served in a number of positions, including as director of China affairs of the Securities and Futures Commission of Hong Kong.

Mr. Ye has served as the managing director of Vision Gain Capital Limited（匯信資本有限 公司）since November 2007.

Mr. Ye has also served as an independent non-executive director of Datang Environment Industry Group Co., Ltd. (listed on the Stock Exchange, stock code: 1272) since June 2015 and as an independent non-executive director of Wuling Motors Holdings Limited (listed on the Stock Exchange, stock code: 305) since October 2008. He served as an independent director of Digital China Group Co., Limited（神州數碼集團股份有限公司）(formerly known as Shenzhen Shenxin Taifeng (Group) Co., Ltd.（深圳市深信泰豐（集團）股份有限公司）) (listed on the Shenzhen Stock Exchange, stock code: 000034) from June 2011 to April 2016.

Mr. Ye obtained a bachelor’s degree in engineering from Zhejiang University（浙江大學） in July 1983 and obtained a master’s degree in economics from Zhejiang University in January 1991. Mr. Ye obtained his doctoral degree in economics at the Financial Research Institute of the People’s Bank of China（中國人民銀行總行金融研究所）in January 1995. He was accredited as a chartered financial analyst by the CFA Institute in September 2004.

– 14 –

DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX II

As at the Latest Practicable Date, Mr. Ye did not have any interests in the Shares within the meaning of Part XV of the SFO.

As at Latest Practicable Date, Mr. Ye did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Save as disclosed above, as at the Latest Practicable Date, he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Ye has entered into a letter of appointment with the Company for a term of one year, which is determinable by either party giving not less than one month’s written notice in advance. According to the letter of appointment, he is entitled to a Director’s fee of HK$260,000 per year and discretionary bonus determined in accordance with the internal regulation of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

There is no information which is discloseable nor is/was Mr. Ye involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Mr. Ye that need to be brought to the attention of the Shareholders.

FURTHER INFORMATION IN RELATION TO THE RE-ELECTION

The recommendation of the appointment of the above Directors to the Board was made in accordance with the Company’s nomination policy and objective criteria (including without limitation professional experience, skills, knowledge, gender, age, cultural and educational background, ethnicity, and length of service), with due regard for the benefits of diversity, as set out under the Company’s board diversity policy. The Board has also taken into account the contributions of the above Directors and their commitment to their roles. The Company has also received the independence confirmation from each independent non-executive Director pursuant to Rule 3.13 of the Listing Rules and was satisfied with their independence.

In view of the above, the Board believes the respective education, background and experience of each Director will allow him/her to provide valuable insights and contribute to the diversity of the Board and therefore should be re-elected.

Further information about the non-executive Director’s performance and commitment of time to the meeting of the Board and/or the Board committee(s) and other duties are disclosed in the corporate governance report of the Company’s annual report for the year ended 31 December 2018.

– 15 –

NOTICE OF AGM

==> picture [80 x 36] intentionally omitted <==

51 CREDIT CARD INC. 51 信用卡有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2051)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of 51 Credit Card Inc. (the “ Company ”) will be held at Churchill Room 1 & 2, Level 26, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong on Friday, 31 May 2019 at 11:15 a.m. to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Directors ”) and the auditor of the Company for the year ended 31 December 2018;

2. (i) to re-elect Mr. Sun Haitao as an executive Director;

3. (ii) to re-elect Mr. Yang Yuzhi as an executive Director;

4. (iii) to re-elect Mr. Zhao Ke as an executive Director;

5. (iv) to re-elect Ms. Zou Yunli as a non-executive Director;

6. (v) to re-elect Mr. Wong Ti as an independent non-executive Director;

7. (vi) to re-elect Mr. Wang Zhaocheng as an independent non-executive Director;

8. (vii) to re-elect Mr. Ye Xiang as an independent non-executive Director;

9. (viii) to authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration;

10. to re-appoint PricewaterhouseCoopers as the Company’s auditor to hold office until conclusion of the next annual general meeting at a fee to be agreed with the Board;

– 16 –

NOTICE OF AGM

and, as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on (the “ Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of US$0.00001 each (the “ Shares ”, each, a “ Share ”) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

4. (c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue 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; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the total number of issued Shares on the date of the passing of this resolution; and

5. (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

– 17 –

NOTICE OF AGM

• (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 the applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company (the “ Shareholders ”) in general meeting revoking or varying the authority given to the Directors by this resolution.

“ 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 on the Company’s register of Shareholders on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

5. “ THAT

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase Shares in the capital of the Company on the Stock Exchange, or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange and all other applicable laws and regulations of the Cayman Islands in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

– 18 –

NOTICE OF AGM

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to or in accordance with such general mandate of an amount representing the total number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.”

By order of the Board 51 Credit Card Inc. Sun Haitao Chairman, Chief Executive Officer and Executive Director

29 April 2019

As of the date hereof, the Board comprised the following Directors:

Executive Directors: Head office and principal place of Mr. Sun Haitao (Chairman and Chief Executive Officer) business in Hong Kong: Mr. Yang Yuzhi (Vice-president) Unit 1006, 10th Floor Mr. Zhao Ke (Chief Financial Officer) Tower One, Lippo Centre 89 Queensway Non-executive Director: Hong Kong

Non-executive Director:

Ms. Zou Yunli

Independent non-executive Directors:

Mr. Wong Ti Mr. Wang Zhaocheng Mr. Ye Xiang

– 19 –

NOTICE OF AGM

Notes:

• (a) Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a Shareholder.

• (b) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.

• (c) Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (d) In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto; if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of Shareholders in respect of the joint holding.

• (e) For the purpose of determining Shareholders who are qualified for attending and voting at the above meeting, the register of members of the Company will be closed from Monday, 27 May 2019 to Friday, 31 May 2019, both days inclusive, during which no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 24 May 2019.

• (f) If a typhoon signal number 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time after 8 a.m. on the date of the above meeting, the above meeting will be adjourned. An announcement will be posted on the websites of the Company and the Stock Exchange to notify the Shareholders of the date, time and place of the adjourned meeting. The above meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the above meeting under bad weather conditions bearing in mind their own situations.

• (g) If any Shareholders have any particular access request or special needs for participating in the above meeting, please contact the Company’s Hong Kong share registrar, Tricor Investor Services Limited (telephone: +852 2980 1333) on or before 24 May 2019.

– 20 –