Zhongguancun Science-Tech Leasing Co., Ltd.

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 a 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 Zhongguancun Science-Tech Leasing Co., Ltd., you should at once hand this circular, together with the enclosed 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 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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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

(1) CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT;

AND

(2) NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

The Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

The notice convening the Extraordinary General Meeting of Zhongguancun Science-Tech Leasing Co., Ltd. to be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Friday, January 14, 2022 at 3:00 p.m. is set out on pages 36 to 37 of this circular.

The form of proxy for use at the Extraordinary General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zgclease.com). Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for the holding of the Extraordinary General Meeting (i.e. before Thursday, January 13, 2022 at 3:00 p.m.). Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish.

December 22, 2021

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2022-2024 Credit Services Framework Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Voting by poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . .	13
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . . . . . . . . . . . .	15
APPENDIX – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . . . .	36

– i –

DEFINITIONS

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

“2022-2024 Credit Services the credit services framework agreement entered into between the Framework Agreement” Company and ZGC Group on November 9, 2021
“Articles of Association” the articles of association of the Company, as amended from time to time
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Board”

the board of directors of the Company

“CAGR” compounded annual growth rate

“Chaoyang SCOMC” Beijing Chaoyang State-owned Capital Operation and Management Company Limited ( 北京朝陽國有資本運營管理有限公司 ), a state-owned enterprise established under the laws of the PRC on May 27, 2009 and also a substantial shareholder of the Company

“Company” Zhongguancun Science-Tech Leasing Co., Ltd. ( 中關村科技租賃股份有限公司 ), a joint stock company incorporated under the laws of the PRC with limited liability, H Shares of which are listed on the main board of the Stock Exchange with stock code of 1601

“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Continuing Connected the continuing connected transactions under the 2022-2024 Credit Transactions” Services Framework Agreement
“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company
“Domestic Share(s)” the domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for or credited as fully paid in RMB
“Domestic Shareholder(s)” the holder(s) of the Domestic Share(s)
“Existing Credit Services Framework Agreement”
the credit services framework agreement entered into between the Company and ZGC Group on December 20, 2019
“Extraordinary General Meeting”
the extraordinary general meeting of the Company to be held on Friday, January 14, 2022 at 3:00 p.m. to consider and, if thought fit, to approve the resolution contained in the notice of the meeting which is set out on pages 36 to 37 of this circular

– 1 –

DEFINITIONS

“Group”

the Company and its subsidiaries

“H Share(s)”

the overseas listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

“H Shareholder(s)” the holder(s) of the H share(s)
“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”

an independent board committee (comprising all the independent non-executive Directors) formed to advise the Independent Shareholders in respect of the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement and the Proposed Annual Caps

“Independent Financial Adviser”
Changjiang Corporate Finance (HK) Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the 2022-2024 Credit Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder
“Independent Shareholder(s)” the Shareholders who are not required to abstain from voting in respect of the 2022-2024 Credit Services Framework Agreement and the Proposed Annual Caps
“Latest Practicable Date” December 17, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“PRC” or “China” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Proposed Annual Caps” the proposed annual caps for the years ending December 31, 2022, 2023 and 2024 for the Continuing Connected Transactions
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“Share(s)” collectively, the Domestic Share(s) and the H Share(s)

– 2 –

DEFINITIONS

“Shareholder(s)”

“Stock Exchange”

“Supervisor(s)”

“ZGC Finance”

“ZGC Group”
“ZGC Investment Center”

the holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

the supervisor(s) of the Company

Beijing Zhongguancun Finance Group Co., Ltd. ( 北京中關村科技創業金融服務集團有限公司 ), a company incorporated under the laws of the PRC with limited liability on February 24, 2009. ZGC Finance is a wholly-owned subsidiary of ZGC Group and also one of the controlling shareholders of the Company

Zhongguancun Development Group Co., Ltd. ( 中關村發展集團股份有限公司 ), a company incorporated under the laws of the PRC with limited liability on March 31, 2010 and also one of the controlling shareholders of the Company. The ultimate beneficial owner of this company is the People’s Government of Beijing Municipality ( 北京市人民政府 )

Beijing Zhongguancun Development & Investment Center ( 北京中關村發展投資中心 ), a company established under the laws of the PRC with limited liability on November 27, 2013 and also one of the controlling shareholders of the Company

– 3 –

LETTER FROM THE BOARD

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

Non-executive Directors: Mr. DUAN Hongwei (Chairman) Mr. LOU Yixiang Mr. ZHANG Shuqing Mr. DU Yunchao

Executive Directors: Mr. HE Rongfeng Mr. HAUNG Wen

Independent Non-executive Directors: Mr. CHENG Dongyue Mr. WU Tak Lung Ms. LIN Zhen

Registered Office: 1610, 16/F Building 101 (2-16/F) No. 21 Rongda Road Chaoyang District, Beijing the PRC

Headquarters and Principal Place of Business in China: Floor 5 & 6, Suite 7, Courtyard 2 No. 1 West Third Ring North Road Haidian District, Beijing the PRC

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

To the Shareholders

Dear Sir/Madam,

(1) CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT; AND

(2) NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

References are made to the prospectus of the Company dated December 31, 2019, the announcement of the Company dated March 30, 2020, and the circular of the Company dated May 7, 2020, in relation to, among other things, the Existing Credit Services Framework Agreement.

– 4 –

LETTER FROM THE BOARD

The term of the Existing Credit Services Framework Agreement will end on December 31, 2021. As disclosed in the announcement issued by the Company on November 9, 2021, the Board has on November 9, 2021 (after trading hours) considered and approved the resolution on the continuing connected transactions under the 2022-2024 Credit Services Framework Agreement and the Proposed Annual Caps, and the Company and ZGC Group entered into the 2022-2024 Credit Services Framework Agreement to renew the terms and conditions in relation to the credit services (including, without limitation, entrusted loan) to be provided by ZCG Group to the Company, with security over the assets of the Company (including, without limitation, pledge of trade receivables) and to revise the Proposed Annual Caps thereunder, for a further term from January 1, 2022 to December 31, 2024.

The purpose of this circular is to provide you, amongst other things, with (i) further details in connection with the 2022-2024 Credit Services Framework Agreement and the transactions contemplated thereunder (together with the Proposed Annual Caps); (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser, to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the Extraordinary General Meeting.

II. 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT

The principal terms of the 2022-2024 Credit Services Framework Agreement are set forth below:

Date

November 9, 2021

Parties

ZGC Group and the Company

Term

From January 1, 2022 to December 31, 2024

– 5 –

LETTER FROM THE BOARD

Subject of the transactions

(a) ZGC Group (as lender) agrees to provide to the Company (as borrower) credit services (including, without limitation, entrusted loan) with security over the assets of the Company (including, without limitation, pledge of trade receivables) acceptable to ZGC Group.
(b) For specific service, the Company and/or its subsidiaries shall enter into individual agreements with ZGC Group to stipulate the specific terms and conditions for each credit service, including loan interest, payment method and other terms, subject to and in accordance with the 2022-2024 Credit Services Framework Agreement.

Pricing Policy

The pricing policy was determined by the Company and ZGC Group on an arm’s length basis, based on applicable law and regulations, prevailing market conditions and normal commercial terms.

ZGC Group shall provide such credit services to the Company at an interest rate not higher than the interest rate of similar credit services for a similar term provided by an independent third party commercial bank or financial institution to the Company. In addition to the internal control measures set out under the section headed “VI. Internal control measures” under this circular, prior to entering into each individual agreement with ZGC Group for each credit service, the Company will obtain quotation for interest rates and fee rates from at least three independent commercial banks based similar service type and maturity. The Company will compare the quoted interest rates and terms with that proposed by ZGC Group, and each individual credit service agreement with ZGC Group will only be concluded if the applicable interest rate proposed by ZGC Group is not higher than that provided by an independent third party.

III. HISTORICAL AMOUNTS

The historical transaction amounts in relation to the credit services provided by ZGC Group to the Company for the years ended December 31, 2019, 2020, and for the period from January 1, 2021 to September 30, 2021 are set out below:

			For the
			period from
			January 1,
	For the years ended		2021 to
	December 31,		September 30,
	2019	2020	2021
		(RMB’ million)
Credit services (daily maximum
outstanding balances including accrued
interest) with security over assets of
the Company	1,686.1	1,245.3	1,330.6

– 6 –

LETTER FROM THE BOARD

IV. PROPOSED ANNUAL CAPS

The table below sets forth the Proposed Annual Caps for the years ending December 31, 2022, 2023 and 2024:

	For the years ending December	For the years ending December	31,
	2022	2023	2024
		(RMB’ million)
Credit services (daily maximum
outstanding balances including accrued
interest) with security over assets of
the Company	2,724.0	3,562.0	4,609.0

The Proposed Annual Caps are determined with reference to (i) the historical transaction amounts in relation to the credit services under the Existing Credit Services Framework Agreement for the years ended December 31, 2019, 2020 and for the nine months ended September 30, 2021; (ii) the outstanding amount of the secured entrusted loans with ZGC Group; and (iii) the expected growth of the Group’s business and the need for financing to support its business expansions.

According to the Group’s five-year business plans up to the financial year ending 2025, the Group seeks to strengthen and deepen its business presence in the finance leasing market in the PRC, in particular with respect to new economy and technology-based enterprise, to take part in the evolution in the macro-economic situation. With a view to increase the scale of the Group’s finance lease business, the Group will take steps to (i) improve the client portfolio in order to cover more small-to-medium sized enterprise; (ii) gradually increase the portion of customized finance leasing products within the Group’s product portfolio; and (iii) expand the Group’s finance lease business to central economic zones such as the Yangtze River Delta and the Greater Bay Area. Under the said development strategy, the Group expects to allocate more capital in its finance leasing business to realize its business goals and to achieve a growth rate in its business similar to the annual percentage increase of the Proposed Annual Caps under the 2022-2024 Credit Services Framework Agreement.

For the period from January 1, 2021 to September 30, 2021, the amount of the credit services (daily maximum outstanding balances including accrued interest) obtained from ZGC Group was RMB1,330.6 million. Under the Existing Credit Services Framework Agreement, the proposed annual cap for the year ended December 31, 2021 was RMB2,088.0 million. With a view to realize the Group’s business plan in relation to its finance leasing business, and allowing for reasonable buffer for the Group’s financial resources, the Proposed Annual Caps are set with reference to a yearly increase to accommodate for the Group’s business growth needs.

– 7 –

LETTER FROM THE BOARD

V. REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTINUING CONNECTED TRANSACTIONS

As one of the controlling shareholders of the Company, ZGC Group has a more thorough understanding of the business development and capital needs of the Company and is able to provide financial services and capital support in a more convenient and efficient manner as compared to other independent third parties.

The credit services will provide the Group with an alternative source of finance (in addition to the general banking facilities, and debt and equity securities) on normal commercial terms. The credit services are provided through cash management services by licensed commercial banks in China in accordance with the applicable PRC laws and regulations.

The Company also has discretion in selecting other major and independent PRC commercial banks as its financial service provider as it thinks fit and appropriate for the benefits of the Company. As a result, the legitimate interests of the Group in selecting financial service providers will not be jeopardized and will be safeguarded by such condition and discretion.

The Directors (including the independent non-executive Directors, whose opinion is set out in the Letter from the Independent Board Committee in this circular) are of the view that the 2022-2024 Credit Services Framework Agreement, the transactions as contemplated thereof and the Proposed Annual Caps are entered into (i) on normal commercial terms (on arm’s length basis or on terms no less favorable to the Company than terms available from independent third parties); (ii) in the ordinary course of business of the Group; and (iii) is fair and reasonable, and is in the interests of the Company and the Shareholders as a whole.

VI. INTERNAL CONTROL MEASURES

The Company has adopted the following internal control and risk management procedures on the 2022-2024 Credit Services Framework Agreement to ensure the compliance with the pricing policy and safeguard the interest of the Shareholders as a whole:

(1) the financial market team of the Company will obtain the relevant interest rate or fee rate quotations from ZGC Group and at least three comparable independent commercial banks from time to time;
(2) the financial market team of the Company will compare the quotation from ZGC Group with the quotation from independent commercial banks for credit of a similar type and maturity. The financial market team and the finance team of the Company will evaluate the terms of the individual transaction. If the interest rates and terms offered by ZGC Group are no less favorable than the pricing criteria as disclosed above, the financial market team will submit an application to the general manager of the Company for review;
(3) the general manager of the Company will review an individual transaction and confirm that the above pricing criteria and other terms in the 2022-2024 Credit Services Framework Agreement have been followed, and the transactions will be submitted to the Board for approval if necessary;

– 8 –

LETTER FROM THE BOARD

(4) the independent non-executive Directors have reviewed and will continue to review the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement, to ensure that the transactions are entered into in the ordinary and usual course of business of the Company, on normal commercial terms, the terms and conditions are fair and reasonable, and in the interests of the Company and the Shareholders as a whole; and
(5) the auditor of the Company will conduct an annual review on the pricing and annual caps of the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement.

Furthermore, the Company has adopted the following internal control and risk management procedures to ensure the compliance with the Listing Rules:

(1) the Company shall monitor the transaction amount under the 2022-2024 Credit Services Framework Agreement monthly, to ensure the applicable annual caps are not exceeded. When the actual transaction amount reaches over 80% of the applicable annual caps, such situation will be reported to the Board; and
(2) if the balance is close to the applicable maximum daily balance, the Company will consider to adjust the transaction amount, terminate the relevant transaction, or adjust the applicable annual caps in accordance with the applicable Listing Rules.

VII. IMPLICATIONS OF THE LISTING RULES

As at the Latest Practicable Date, ZGC Group, directly and indirectly through ZGC Finance, held approximately 48% of the issued share capital of the Company and is a controlling shareholder of the Company. According to Rule 14A.07 of the Listing Rules, ZGC Group and its associates are connected persons of the Company. Accordingly, the transactions between the Company and ZGC Group contemplated under the 2022-2024 Credit Services Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

One or more of the applicable percentage ratios of the Proposed Annual Caps as calculated in accordance with Rule 14.07 of the Listing Rules exceed 5%. Therefore, the transactions contemplated under the 2022-2024 Credit Services Framework Agreement will constitute non-exempt continuing connected transactions of the Company and subject to the reporting, annual review, announcement, circular and approval by Independent Shareholders requirements pursuant to Chapter 14A of the Listing Rules.

– 9 –

LETTER FROM THE BOARD

VIII. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen, has been established to advise the Independent Shareholders in relation to the 2022-2024 Credit Service Framework Agreement and the Proposed Annual Caps. The Company has appointed Changjiang Corporate Finance (HK) Limited as the Independent Financial Adviser to provide advice to the Independent Board Committee and Independent Shareholders on the same matter.

The letter from the Independent Board Committee is set out on pages 13 to 14 of this circular. The letter from the Independent Financial Adviser is set out on pages 15 to 29 of this circular.

IX. INFORMATION ON THE COMPANY AND ZGC GROUP

Information on the Company

The Company is a pioneer and a dedicated finance lease company in serving technology and new economy companies in China. As the sole finance lease platform under ZGC Group, the Company offers efficient finance lease solutions and a variety of advisory services to satisfy technology and new economy companies’ needs for financial services at different stages of their growth. The Company’s finance lease solutions primarily take the form of direct lease and sale-and-leaseback. The Company also delivers a variety of advisory services, including policy advisory and management and business consulting, to help its customers achieve rapid growth.

Information on ZGC Group

ZGC Group was established in March 2010 as an unlisted state-owned enterprise supervised by the Administrative Committee of Zhongguancun Science Park with a registered capital of approximately RMB23,020 million as at the Latest Practicable Date. As a market-oriented entity to strategically provide resources to promote innovation, the principal business of ZGC Group comprises sci-tech finance, innovation space operations, industrial investment, technology services, China innovation services and global innovation services.

X. VOTING ARRANGEMENT

According to Rule 14A.36 of the Listing Rules, shareholder who has a material interest in a transaction shall abstain from voting on relevant resolution at a general meeting. Therefore, ZGC Group and its associates (including ZGC Finance) representing approximately 48% of the total issued share capital of the Company, are required to abstain from voting on the resolution approving the 2022-2024 Credit Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder at the Extraordinary General Meeting. As at the Latest Practicable Date and to the best knowledge, information and belief of the Directors, saved as disclosed in this circular, no other Shareholders shall abstain from voting on the relevant resolution approving the Continuing Connected Transactions, the Proposed Annual Caps and the transactions contemplated thereunder at the Extraordinary General Meeting.

– 10 –

LETTER FROM THE BOARD

XI. APPROVAL BY THE BOARD

Among the Directors, (i) Mr. DUAN Hongwei holds directorship in several subsidiaries of ZGC Group (other than the Company), (ii) Mr. LOU Yixiang is a director of the capital operation department of ZGC Group and also holds directorship in several subsidiaries of ZGC Group (other than the Company), (iii) Mr. ZHANG Shuqing is the executive deputy general manager of the technology finance department of ZGC Group and also holds directorship in several subsidiaries of ZGC Group (other than the Company), and (iv) Mr. HE Rongfeng holds directorship in one subsidiary of ZGC Group (other than the Company), and accordingly they are considered to have material interests in the transactions contemplated under the 2022-2024 Credit Services Framework Agreement. Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. HE Rongfeng had abstained from voting on the resolution in respect of the 2022-2024 Credit Services Framework Agreement at the Board meeting. Save as disclosed above, no Director has interests in the transactions contemplated under the 2022-2024 Credit Services Framework Agreement.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC on Friday, January 14, 2022 at 3:00 p.m.

The notice of the Extraordinary General Meeting is set out on pages 36 to 37 of this circular.

Shareholders who intend to attend the Extraordinary General Meeting by proxy are required 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 24 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. before Thursday, January 13, 2022 at 3:00 p.m.). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Monday, January 10, 2022 to Friday, January 14, 2022, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for Domestic Shareholders) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Friday, January 7, 2022, for registration.

– 11 –

LETTER FROM THE BOARD

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, the votes of Shareholders at the Extraordinary General Meeting will be taken by poll.

RECOMMENDATION

The Directors are of the view that the resolution set out in the notice of the Extraordinary General Meeting to be considered and approved by the Shareholders is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favor of the resolution to be proposed at the Extraordinary General Meeting.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee; (ii) the letter from the Independent Financial Adviser; and (iii) the Appendix contained in this circular.

By order of the Board Zhongguancun Science-Tech Leasing Co., Ltd. DUAN Hongwei Chairman

Beijing, the PRC, December 22, 2021

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

December 22, 2021

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT

We refer to the circular issued by the Company to Shareholders dated December 22, 2021 of which this letter forms part. Terms defined in such circular shall have the same meanings when used in this letter unless the context otherwise requires.

We have been appointed by the Board to advise the Independent Shareholders as to whether to approve the 2022-2024 Credit Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder as set out in the Circular.

Changjiang Corporate Finance (HK) Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The text of the letter of advice from Changjiang Corporate Finance (HK) Limited containing their recommendations and the principal factors they have taken into account in arriving at their recommendations is set out from pages 15 to 29 of this circular.

Independent Shareholders are recommended to read the letter of advice from the Independent Financial Adviser, the letter from the Board contained in such circular as well as the additional information set out in such circular.

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the 2022-2024 Credit Services Framework Agreement (including the Proposed Annual Caps) and the transactions contemplated thereunder, the advice and recommendation of the Independent Financial Adviser and the relevant information contained in the letter from the Board, we are of the opinion that the 2022-2024 Credit Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder are in the ordinary course of business of the Company and on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the Extraordinary General Meeting to approve the 2022-2024 Credit Services Framework Agreement.

Yours faithfully,

For and on behalf of Independent Board Committee

Mr. CHENG Dongyue

Independent non-executive Director

Mr. WU Tak Lung Ms. LIN Zhen Independent Independent non-executive Director non-executive Director

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter of advice from Changjiang Corporate Finance (HK) Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, which have been prepared for the purpose of incorporation in this circular, setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the 2022-2024 Credit Services Framework Agreement.

22 December 2021

To the Independent Board Committee and the Independent Shareholders

Dear Sirs and Madams,

CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

We, Changjiang Corporate Finance (HK) Limited, refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the 2022-2024 Credit Services Framework Agreement, details of which are set out in the “Letter from the Board” (the “ Letter from the Board ”) contained in the circular issued by the Company dated 22 December 2021 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Reference is made to the announcement of the Company dated 9 November 2021 in relation to, among others, the proposed continuing connected transactions under the 2022-2024 Credit Services Framework Agreement. On 9 November 2021 (after trading hours), the Company and Zhongguancun Development Group Co., Ltd. (the “ ZGC Group ”) entered into the 2022-2024 Credit Services Framework Agreement to renew the terms and conditions in relation to the credit services (including, without limitation, entrusted loan) to be provided by ZGC Group to the Company, with security over the assets of the Company (including, without limitation, pledge of trade receivables) and to revise the Proposed Annual Caps thereunder for the period from 1 January 2022 to 31 December 2024.

As disclosed in the Letter from the Board, the term of the Existing Credit Services Framework Agreement will end on 31 December 2021, on 9 November 2021 (after trading hours), the Board considered and approved the resolution on the continuing connected transactions under the 2022-2024 Credit Services Framework Agreement and the Proposed Annual Caps.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to Rule 14A.36 of the Listing Rules, shareholder who has a material interest in a transaction shall abstain from voting on relevant resolutions at a general meeting. Therefore, ZGC Group and its associates (including ZGC Finance) must abstain from voting on the resolution approving the 2022-2024 Credit Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder at the Extraordinary General Meeting. As at the Latest Practicable Date and to the best knowledge, information and belief of the Directors, save as disclosed in this circular, no other Shareholders shall abstain from voting on the relevant resolution approving the Continuing Connected Transactions, the Proposed Annual Caps and the transactions contemplated thereunder at the Extraordinary General Meeting.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen, has been established to advise the Independent Shareholders in relation to the 2022-2024 Credit Services Framework Agreement and the Proposed Annual Caps. As Independent Financial Adviser, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders in such regard.

OUR INDEPENDENCE

As at the Latest Practicable Date, we were not aware of any relationships or interests between us and (i) the Company; (ii) ZGC Group; and (iii) any other parties within the past two years that could be reasonably regarded as a hindrance to our independence as defined under Rule 13.84 of the Listing Rules to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions, the Proposed Annual Caps and the transactions contemplated thereunder.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion, we have relied on (i) the information contained or referred to in the prospectus of the Company dated 31 December 2019 (the “ Prospectus ”), the annual report of the Group for the years ended 31 December 2019 and 31 December 2020 (the “ 2019 Annual Report ” and “ 2020 Annual Report ”, respectively), the interim report of the Group for the six months ended 30 June 2021 (the “ 2021 Interim Report ”), the Circular, the announcement of the Company dated 9 November 2021 in relation to the 2022-2024 Credit Services Framework Agreement, the 2022-2024 Credit Services Framework Agreement and certain published information of the Group; (ii) the information supplied by the Company and its advisers; (iii) the opinions expressed by and the representations of the Directors and management of the Company; and (iv) our independent research in respect of information published by the National Bureau of Statistics of China, an agency directly under the State Council of the People’s Republic of China in charge of statistic and economic accounting in China, and have assumed that all such information and facts provided and any opinions and representations made to us are true, accurate and complete in all material aspects at the time they were made and as up to the date of the Extraordinary General Meeting.

The 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 the 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 as contained in the Circular or the Circular misleading.

We consider that we have been provided with sufficient information and have taken sufficient and necessary steps (such as review of the 2022-2024 Credit Services Framework Agreement, the Prospectus, the 2019 Annual Report, the 2020 Annual Report, the 2021 Interim Report, and the Administrative Measures on Connected Transactions (《關連交易管理辦法》) of the Company) to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules. We have no reason to believe that any material information has been withheld, nor doubt the completeness, truth or accuracy of the information and facts provided. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Group, nor have we carried out any independent in-depth verification of the information supplied, representations made or opinions expressed by the Company, the Directors and/or management of the Company. The Company will notify the Shareholders of any material changes as soon as practicable, if any.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation with regard to the Continuing Connected Transactions and the Proposed Annual Caps, we have taken into account the following principal factors and reasons:

1 Background information of the parties to the Continuing Connected Transactions

1.1 Information on the Company

The Company was incorporated in the PRC and its Shares was listed on the Stock Exchange on 21 January 2020. The Company is a pioneer and a dedicated finance lease company in serving technology and new economy companies in China. As the sole finance lease platform under ZGC Group, the Company offers efficient finance lease solutions and a variety of advisory services to satisfy technology and new economy companies’ needs for financial services at different stages of their growth. The Company’s finance lease solutions primarily take the form of direct lease and sale-and-leaseback. The Company also delivers a variety of advisory services, including policy advisory and management and business consulting, to help its customers achieve rapid growth.

1.2 Information on the ZGC Group

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.3 Financial information of the Group

Set out below is a summary of the financial performance of the Group for the years ended 31 December 2019 and 2020 and the six months ended 30 June 2020 and 2019 (the “ FY2019 ”, “ FY2020 ”, “ 6M2020 ” and “ 6M2021 ”, respectively) as extracted from the 2020 Annual Report and the 2021 Interim Report.

	For the year ended/	For the year ended/	For the six months ended/	For the six months ended/
	As at 31 December		As at 30 June
	2020	2019	2021	2020
	RMB’000	RMB’000	RMB’000	RMB’000
	(Audited)	(Audited)	(Unaudited)	(Unaudited)
Revenue
– Interest income	480,944	420,698	253,304	232,766
– Advisory fee income	106,621	94,642	55,346	51,600
Total Revenue	587,565	515,340	308,650	284,366
Profit for the year/period	161,466	138,256	96,864	77,931
Net profit margin (%)	27.5	26.8	31.4	27.4
Total assets	8,165,054	6,988,985	8,236,009	7,404,287
Total liabilities	6,249,239	5,596,729	6,281,330	5,572,379

The principle activities of the Group are provision of finance lease services, and related advisory services to technology and new economy companies in the following five industries: big data, eco-solutions, life sciences & healthcare, intelligent manufacturing and internet-based products & services. Revenue of the Group was primarily generated from finance leases business where the Company is the lessor which accounted for approximately 81.6%, 81.9%, 81.9% and 82.1% of the revenue of the Group for FY2019, FY2020, 6M2020 and 6M2021, respectively.

The revenue of the Group increased by approximately 14.0% from approximately RMB515.3 million for FY2019 to approximately RMB587.6 million for FY2020, and the interest income and advisory fee income recorded stable growth. For FY2020, the Group realized an interest income of approximately RMB480.9 million, accounting for approximately 81.9% of the total revenue and representing an approximate 14.3% year-on-year growth. Advisory fee income increased by approximately 12.7% to approximately RMB106.6 million for FY2020.

For 6M2021, the Group realized a total revenue of approximately RMB308.7 million, representing an increase of approximately 8.5% as compared to the corresponding period of last year, and the interest income and advisory fee income recorded stable growth. For 6M2021, interest income amounted to approximately RMB253.3 million, accounting for approximately 82.1% of the total revenue and representing an increase of approximately 8.8% as compared to the corresponding period of last year. As the Group actively delivered a variety of advisory value-added services to the customers, advisory fee income increased by approximately 7.3% from approximately RMB51.6 million for 6M2020 to approximately RMB55.3 million for 6M2021.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The profit for the year increased by approximately 16.8% or RMB23.2 million from approximately RMB138.3 million for FY2019 to approximately RMB161.5 million for FY2020. Such increase was the combined effects of (i) the revenue increase of approximately 14.0%; (ii) the increase in interest expense of approximately 5.4%; (iii) the increase in operating expense of approximately 15.9%; and (iv) the increase in impairment losses charged of approximately 60.1%. The net profit margin increased from approximately 26.8% for FY2019 to approximately 27.5% for FY2020.

For 6M2021, the profit for the period of the Group amounted to approximately RMB96.9 million, representing an increase of approximately RMB18.9 million or 24.3% as compared to the corresponding period of last year. While the total revenue of the Group rose by approximately 8.5%, the interest expense and operating expense only increased by approximately 1.0% and 6.5%, respectively, as compared to the corresponding period of last year. Besides, the Group had share of gain of associates of approximately RMB5.8 million, mainly due to the smooth progress of the Group’s “leasing-based equity investment” business, and resulting in a rapid increase in investment income.

As at 31 December 2020, the total assets of the Group amounted to approximately RMB8,165.1 million, representing an increase of approximately 16.8% or RMB1,176.1 million as compared to that of approximately RMB6,989.0 million as at 31 December 2019. The total liabilities of the Group amounted to approximately RMB6,249.2 million as at 31 December 2020, representing an increase of approximately 11.7% or RMB652.5 million as compared to that of approximately RMB5,596.7 million as at 31 December 2019.

As at 30 June 2021, the total assets of the Group amounted to approximately RMB8,236.0 million, representing an increase of approximately 0.9% or RMB71.0 million as compared to that of approximately RMB8,165.1 million as at 31 December 2020. The total liabilities of the Group amounted to approximately RMB6,281.3 million as at 30 June 2021, representing an increase of approximately 0.5% or RMB32.1 million as compared to that of approximately RMB6,249.2 million as at 31 December 2020.

2 Background of the 2022-2024 Credit Services Framework Agreement and reasons for and benefits of the continuing connected transaction

2.1 Background of the 2022-2024 Credit Services Framework Agreement

During the two years ended FY2020 and the nine months ended 30 September 2021, ZGC Group had granted the Company an aggregate principal of RMB2.1 billion through several entrusted loans. As the Company expected to continue to borrow such entrusted loans from ZGC Group, on 9 November 2021 (after trading hours), the Company entered into the 2022-2024 Credit Services Framework Agreement with ZGC Group to renew the terms and conditions, pursuant to which, the Company may request ZGC Group to provide credit services (including, without limitation, entrusted loan) with security over the assets of the Company (including, without limitation, pledge of trade receivables) acceptable to ZGC Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2.2 Reasons for and benefit of the continuing connected transaction

The Group offers finance lease solutions and a variety of advisory services to satisfy technology and new economy companies’ needs for financial services. The management of the Company advised that the Group incurs operating cash outflow by releasing lease principals to lessees at the beginning of lease terms and generates operating cash inflow throughout the lease terms in the form of periodic lease payments and advisory service fees by lessees. As the number of lease projects increase and the Group’s business scale expands, the principals released arising out of the lease agreements during a certain year or period may outpace the increase in lease payments received from lessees arising out of lease agreements the Group entered into in prior and current years or periods. Such capital-intensive business model requires a large amount of working capital and stable funding sources to support its routine business operations and expansion of business scale. According to the 2020 Annual Report and 2021 Interim Report, the Group’s finance lease receivables were approximately RMB6,424.1 million, RMB7,382.2 million and RMB7,535.4 million as at 31 December 2019, 31 December 2020 and 30 June 2021, respectively.

As disclosed in the 2020 Annual Report, the Group has established and will continue to improve its solid relationships with diverse funding sources. The Group’s funding sources to support its business growth primarily included commercial bank loans, asset-backed securities and entrusted loans from ZGC Group. According to the 2020 Annual Report and 2021 Interim Report, entrusted loans from ZGC Group accounted for approximately 28.9%, 19.3% and 26.2% of the Group’s total borrowings as at 31 December 2019, 31 December 2020 and 30 June 2021, respectively. The management of the Company advised that the Group must also be able to obtain additional funding sources when its existing funding partners cannot timely supply sufficient cash to satisfy the Group’s needs. Credit services under the 2022-2024 Credit Services Framework Agreement will provide the Group with funding source in addition to commercial bank loans and asset-back securities which enhances the Group’s funding sufficiency and stability.

As disclosed in the Letter from the Board, ZGC Group, as one of the controlling shareholders of the Company, has a more thorough understanding of the business development and capital needs of the Company and is able to provide financial services and capital support in a more convenient and efficient manner as compared to other independent third parties. Such credit services will provide the Group with an alternative source of finance (in addition to the general banking facilities, and debt and equity securities) on normal commercial terms. The credit services are provided through cash management services by licensed commercial banks in China in accordance with the applicable PRC laws and regulations. The Company also has discretion in selecting other major and independent PRC commercial banks as its financial service provider as it thinks fit and appropriate for the benefits of the Company. As a result, the legitimate interests of the Group in selecting financial service providers will not be jeopardised and will be safeguarded by such condition and discretion.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2.3 Major terms of the 2022-2024 Credit Services Framework Agreement

Major Terms

As stated in the Letter from the Board, pursuant to the 2022-2024 Credit Services Framework Agreement, the Company may request ZGC Group to provide credit services (including, without limitation, entrusted loan) with security over the assets of the Company (including, without limitation, pledge of trade receivables) acceptable to ZGC Group. For specific service, the Company and/or its subsidiaries shall enter into individual agreements with ZGC Group to stipulate the specific terms and conditions for each credit service, including loan interest, payment method and other terms, subject to and in accordance with the 2022-2024 Credit Services Framework Agreement.

Pricing Policy

Pursuant to the 2022-2024 Credit Services Framework Agreement, the interest rate charged by ZGC Group for the credit services to the Company shall not be higher than the interest rate of similar credit services for a similar term provided by an independent third party commercial bank or financial institution to the Company.

As stated in the Letter from the Board, the Company has adopted the following internal control and risk management procedures on the 2022-2024 Credit Services Framework Agreement:

(1) the financial market team of the Company will obtain the relevant interest rate or fee rate quotations from ZGC Group and at least three comparable independent commercial banks from time to time;
(2) the financial market team of the Company will compare the quotation from ZGC Group with the quotation from independent commercial banks for credit of a similar type and maturity. The financial market team and the finance team of the Company will evaluate the terms of the individual transaction. If the interest rates and terms offered by ZGC Group are no less favourable than the pricing criteria as disclosed above, the financial market team will submit an application to the general manager of the Company for review;
(3) the general manager of the Company will review an individual transaction and confirm that the above pricing criteria and other terms in the 2022-2024 Credit Services Framework Agreement have been followed, and the transactions will be submitted to the Board for approval if necessary;
(4) the independent non-executive Directors have reviewed and will continue to review the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement, to ensure that the transactions are entered into in the ordinary and usual course of business of the Company, on normal commercial terms, the terms and conditions are fair and reasonable, and in the interests of the Company and the Shareholders as a whole; and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(5) the auditor of the Company will conduct an annual review on the pricing and annual caps of the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement.

The management of the Company advised that when comparing credit services provided by independent third party commercial bank or financial institution, and credit services provided by the ZGC Group, the financial market team of the Company will mainly focus on comparing key terms including interest rate and fee, payment terms and guarantee (such as guarantees, collaterals or pledges). As such, as confirmed by the management of the Company, when obtaining interest rate and fee quotations from independent commercial bank, the financial market team will ensure other key terms (i.e. payment terms and guarantee (such as guarantees, collaterals or pledges)) are similar. During the latest period (i.e. 9M2021), the Company and the ZGC Group have entered into two loan transactions in relation to the credit services. We have obtained and reviewed all of the loan notes and relevant documents (such as price comparison records and contract approval records), and noted that the interest rate charged by ZGC Group for the credit services to the Company were not higher than the interest rate of similar credit services for a similar term provided by an independent third party commercial bank or financial institution to the Company and the Company has adopted aforementioned internal control measures to ensure the compliance with the pricing policy.

As disclosed in the Letter from the Board and pursuant to the 2022-2024 Credit Services Framework Agreement, the Company may request ZGC Group to provide credit services (including, without limitation, entrusted loan) with security over the assets of the Company (including, without limitation, pledge of trade receivables) acceptable to ZGC Group. As advised by the management of the Company, pledge on borrowing is required by the PRC commercial banks on a case by case basis. According to the 2020 Annual Report and 2021 Interim Report, approximately 67.5%, 59.7% and 62.0% of the Group’s borrowings from PRC commercial banks required pledges from the Company as at 31 December 2019, 31 December 2020 and 30 June 2021, respectively. As such, it is not uncommon for a lender, either the ZGC Group or independent commercial banks, to request for security over the assets when provide credit services. Furthermore, we have obtained and reviewed five random samples of loan agreements entered into between the Company and PRC commercial banks with provision of guarantee during the period from FY2019 to 9M2021. Considering several factors, including the length of the sampling period as aforesaid, the materiality of the loan amount of the sample loan agreements and the number of different PRC commercial banks as the counterparties of such loan agreements, we consider such samples to be fair and representative. We have noted that these loans required the Company to offer finance lease receivables pledged as collaterals with initial loan-to-value ratio ranged from approximately 80% to 90%. We have also obtained and reviewed five random samples of loan notes entered into between the Company and the ZGC Group during the period from FY2019 to 9M2021. Considering several factors, including the length of the sampling period as aforesaid and the materiality of the loan amount of the sample loan notes, we consider such samples to be fair and representative, and noticed that all of these loans required the Company to offer finance lease receivables pledged as collaterals and the initial loan-to-value ratio were 100%, which were no less favourable than that offered by PRC commercial banks.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Historical Annual Caps and Transaction Amounts

The table below sets forth the historical amounts of credit services provided by ZGC Group to the Group for FY2019, FY2020 and the nine months ended 30 September 2021 (the “ 9M2021 ”), and the existing annual caps under the Existing Credit Services Framework Agreement for the two years ended/ending 31 December 2021:

	Historical Amount	Historical Amount	Historical Amount	Existing Annual Cap	Existing Annual Cap
			For the
			nine months
	For the	year ended	ended 30	For the year ended/
	31 December		September	ending 31 December
		(RMB million)		(RMB million)
	2019	2020	2021	2020	2021
Credit services
(daily maximum
outstanding balances
including accrued
interest) with security
over assets of
the Company	1,686.1	1,245.3	1,330.6	1,670.9	2,088.0

Proposed Annual Caps

The table below sets forth the Proposed Annual Caps of credit services (daily maximum outstanding balances including accrued interest) to be provided by ZGC Group to the Group for the years ending 31 December 2022, 2023 and 2024 (the “ FY2022 ”, “ FY2023 ”and “ FY2024 ”, respectively):

	Year	ending 31 December
		(RMB million)
	2022	2023	2024
Credit services (daily
maximum outstanding
balances including
accrued interest) with
security over assets
of the Company	2,724.0	3,562.0	4,609.0

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As stated in the Letter from the Board, the Proposed Annual Caps are determined with reference to (i) the historical transaction amounts in relation to the credit services under the Existing Credit Services Framework Agreement for FY2019, FY2020 and 9M2021; (ii) the outstanding amount of the secured entrusted loans with ZGC Group; and (iii) the expected growth of the Group’s business and the need for financing to support its business expansions.

To assess the fairness and the reasonableness, we have discussed with the management of the Company the basis and assumptions for purpose of determining the Proposed Annual Caps.

According to the 2019 Annual Report and 2020 Annual Report, the Group’s finance lease receivables were approximately RMB5,376.8 million, RMB6,424.1 million and RMB7,382.2 million as at 31 December 2018, 2019 and 2020 respectively, representing a CAGR of approximately 17.2%. Such growth was generally in line with the growth of the Group’s average balance of interest-bearing liabilities (including borrowings from commercial banks, borrowings from related parties and asset-backed securities). The Group’s average balance of interest-bearing liabilities amounted to approximately RMB2,805.1 million, RMB3,643.2 million and RMB4,054.7 million for FY2018, FY2019 and FY2020, respectively, representing a CAGR of approximately 20.2%. As disclosed in the 2020 Annual Report, approximately RMB284.0 million, or 70% of the net proceeds from the global offering of the Company to be used for the expansion of the Company’s business operations, was fully utilised during FY2020. As the Company plans to expand its existing products such as project lease, sales lease and service lease, and to launch intellectual property lease, while maintaining proportion of borrowings from ZGC group at the relatively similar level, the Group is expected to require more funding from commercial banks, financial institutions and ZGC group to support its business expansion for FY2022, FY2023 and FY2024.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Proposed Annual Caps amounted to approximately RMB2,724.0 million, RMB3,562.0 million, RMB4,609.0 million for FY2022, FY2023 and FY2024, respectively, representing a CAGR of approximately 30.4%. The Company has formulated its five-year business plan up to FY2025, and has devised different business indicators in different aspects, where the Company estimates to allocate more capital in its finance leasing business, particularly in the Yangtze River Delta and the Greater Bay Area, with a growth rate similar to the CAGR of the Proposed Annual Caps. We have obtained and reviewed the said business plan. According to the business plan, the Group seeks to strengthen and deepen its business presence in the finance leasing market in the PRC, in particular with respect to new economy and technology-based enterprise, to take part in the evolution in the macro-economic situation. With a view to increase the scale of the Group’s finance lease business, the Group will take steps to (i) improve the client portfolio in order to cover more small-to-medium sized enterprise; (ii) gradually increase the portion of customized finance leasing products within the Group’s product portfolio; and (iii) expand the Group’s finance lease business to central economic zones such as the Yangtze River Delta and the Greater Bay Area. According to the prospectus of the Company which extracted certain information from an industry report prepared by Frost & Sullivan, a global consulting company, the balance of China’s finance lease contracts in the technology and new economy finance lease industry is expected to further grow at a CAGR of 19.5% from 2021 to 2023. (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/1231/2019123100017.pdf) In addition, we have also reviewed the statistics published by the National Bureau of Statistics of China, and noted that for the period from January 2021 to August 2021, China’s high-tech manufacturing investment recorded a year-on-year growth of approximately 25.8%. (http://www.stats.gov.cn/tjsj/sjjd/202109/t20210915_1822155.html) As advised by the management of the Company, a large number of major customers of the Company are from high-tech manufacturing industry.

Taking into consideration of the above and, in particular, (i) the historical business relationship between the Group and ZGC Group; (ii) the Group’s expansion strategy for the finance leasing business; (iii) the business opportunity for the Group as a result of the relevant industry growth as aforementioned; (iv) the credit services under the 2022-2024 Credit Services Framework Agreement following the pricing policy; (v) the interest rate charged by ZGC Group being not higher than the interest rate of similar credit services for a similar term provided by an independent third party commercial bank or financial institution to the Group; and (vi) internal control measures putting in place within the Group to ensure it complies with the terms under the 2022-2024 Credit Services Framework Agreement (as further discussed in the section headed “Internal control measures and annual review of the continuing connected transactions” below), we consider that the terms of the 2022-2024 Credit Services Framework Agreement (including the Proposed Annual Caps) are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

However, the Proposed Annual Caps under the 2022-2024 Credit Services Framework Agreement are determined based on information currently available to the Group and the assumptions as set out above, and the utilisation of the respective Proposed Annual Caps refer to future events associated with factors and uncertainties which may beyond the control of the management of the Company, we express no opinion as to the accuracy and the actual utilisation of the Proposed Annual Caps under the 2022-2024 Credit Services Framework Agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

INTERNAL CONTROL MEASURES AND ANNUAL REVIEW OF THE CONTINUING CONNECTED TRANSACTIONS

As disclosed in the Letter from the Board, the Company has adopted internal control and risk management procedures on the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement to ensure the compliance with the pricing policy and safeguard the interest of the Shareholders as a whole. Details of the internal control and risk management procedures are set out in the section headed “VI. Internal Control Measures” of the Letter from the Board.

In addition, as disclosed in the Letter from the Board, the Company has adopted the following internal control and risk management procedures to ensure the compliance with the Listing Rules:

i. the Company shall monitor the transaction amount under the 2022-2024 Credit Services Framework Agreement monthly, to ensure the applicable annual caps are not exceeded. When the actual transaction amount reaches over 80% of the applicable annual caps, such situation will be reported to the Board; and
ii. if the balance is close to the applicable maximum daily balance, the Company will consider to adjust the transaction amount, terminate the relevant transaction, or adjust the applicable annual caps in accordance with the applicable Listing Rules.

We have obtained and reviewed the Administrative Measures on Connected Transactions (《關連交易管理辦法》) of the Company and noted that the Company has adopted aforementioned internal control measures to ensure the compliance with the Listing Rules. In addition, we noted from the 2020 Annual Report that the transactions under the Existing Credit Services Framework Agreement were carried out within the relevant annual caps for FY2020 and the auditor of the Company confirmed that they have not noticed anything that causes them to believe that the transactions under the Existing Credit Services Framework Agreement were not, in all material respects, in accordance with the relevant pricing policies of the Company. Given that (i) interest rate or fee rate quotations providing by at least three comparable independent commercial banks for terms comparison before entering into individual transaction with ZGC Group ensure the fairness and reasonableness of the terms of the relevant transactions; (ii) frequent monitoring the relevant transaction amounts on a monthly basis allows the Company to monitor the balance of the relevant annual caps on a regular interval and avoid any unexpected issues relating thereunder; (iii) formulation of different work and approval processes undertaken by the financial market team and the general manager of the Company enables the Company to avoid violation of the pricing policy under the 2022-2024 Credit Services Framework Agreement; (iv) regular review by independent non-executive Directors and auditors of the Company further enhance the internal control measures; and (v) sample documents of the above (such as loan notes, price comparison records, contract approval records, monitoring records and relevant policies) obtained and reviewed by us, we consider the internal control measures in relation to the 2022-2024 Credit Services Framework Agreement and the transactions contemplated thereunder have been effectively implemented.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Pursuant to Rules 14A.55 and 14A.56 of the Listing Rules, the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement are subject to the following requirements:

i. The independent non-executive Directors must review the continuing connected transactions every year and confirm in the annual report whether the transactions have been entered into:
a. in the ordinary and usual course of business of the Group;
b. on normal commercial terms or better; and
c. according to the agreement governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole.
ii. The Company must engage its auditors to report on the continuing connected transaction every year. The auditors must provide a letter to the Board confirming whether anything has come to their attention that causes them to believe that the continuing connected transactions:
a. have not been approved by the Board;
b. were not, in all material respects, in accordance with the pricing policies of the Group if the transactions involve the provision of goods or services by the Group;
c. were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and
d.
have exceeded the cap.

Having considered the internal control procedures as stated above and in view of the continuing connected transactions under the 2022-2024 Credit Services Framework Agreement will be subject to annual review of the independent non-executive Directors and the auditors of the Company, we are of the view that appropriate measures will be in place to govern the conduct of the continuing connected transactions under the 2022-2024 Credit Services Framework Agreement and safeguard the interests of the Independent Shareholders.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

Having considered the principal factors and reasons as discussed above, we are of the opinion that the continuing connected transactions contemplated under the 2022-2024 Credit Services Framework Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group, the terms of the 2022-2024 Credit Services Framework Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to approve the 2022-2024 Credit Services Framework Agreement and the transactions contemplated thereunder at the Extraordinary General Meeting.

Yours faithfully, For and on behalf of Changjiang Corporate Finance (HK) Limited Ming Wong Terrance Lee Executive Director Associate Director

Mr. Ming Wong and Mr. Terrance Lee are licensed persons registered with the Securities and Futures Commission and responsible officers of Changjiang Corporate Finance (HK) Limited to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (chapter 571 of the laws of Hong Kong). They have over 10 years and 7 years of experience in corporate finance and investment banking industry, respectively.

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GENERAL INFORMATION

APPENDIX

1. 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 enquiry, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters omitted which would make any statement herein or this circular misleading.

2. INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, none of the Directors, Supervisors or the chief executive of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such Directors, Supervisors, chief executives or their respective associates is deemed to have under such provisions of the SFO), or which were required to be entered in the register required to be kept by the Company pursuant to Section 352 of the SFO, or which were otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules.

Among the Directors, (i) Mr. DUAN Hongwei holds directorship in several subsidiaries of ZGC Group (other than the Company), (ii) Mr. LOU Yixiang is a director of the capital operation department of ZGC Group and also holds directorship in several subsidiaries of ZGC Group (other than the Company), (iii) Mr. ZHANG Shuqing is the executive deputy general manager of the technology finance department of ZGC Group and also holds directorship in several subsidiaries of ZGC Group (other than the Company), and (iv) Mr. HE Rongfeng holds directorship in one subsidiary of ZGC Group (other than the Company). Save for above, none of the Directors was a director or an employee of any shareholders of the Company or a company which has an interest or short position in shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. SERVICE CONTRACTS

The Company has entered into service contracts with all Directors and Supervisors. As at the Latest Practicable Date, none of the Directors or Supervisors had any existing or proposed service contract with any member of the Group which is not expiring nor terminable by the Group within a year without payment of any compensation (other than statutory compensation).

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or Supervisors or, so far as is known to them, any of their respective associates was interested in any business (apart from the Company’s business) which competes or possibly competes either directly or indirectly with the Company’s business (as would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them were a controlling shareholder of the Company).

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GENERAL INFORMATION

APPENDIX

5. INTERESTS IN THE COMPANY’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE COMPANY

As at the Latest Practicable Date, none of the Directors or Supervisors had any direct or indirect interest in any assets which have been, since December 31, 2020 (being the date on which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Company.

As at the Latest Practicable Date, none of the Directors or Supervisors was materially interested in any contract or arrangement, subsisting at the date of this circular, which is significant in relation to the business of the Company.

6. DISCLOSURE OF SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, to the knowledge of the Directors, the following persons (not being Directors, Supervisors and the chief executive of the Company) had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and recorded in the register required to be kept by the Company under Section 336 of the SFO:

				Approximate
				percentage of	Approximate
				shareholding	percentage of
			Number of	in the total	shareholding
		Capacity/	Shares	issued relevant	in the total
Name of Shareholder	Class of Shares	Nature of interest	interested(1)	class of Shares(1)	issued Shares(1)
				(%)	(%)
ZGC Group(2)	Domestic Shares	Beneficial owner	600,000,000 (L)
		Interest of controlled	40,000,000 (L)
		corporation
		Total:	640,000,000 (L)	76.19% (L)	48.00% (L)
ZGC Investment Center(3)	Domestic Shares	Interest of controlled	640,000,000 (L)	76.19% (L)	48.00% (L)
		corporation
Chaoyang SCOMC(4)	Domestic Shares	Beneficial owner	100,000,000 (L)
		Interest of controlled	100,000,000 (L)
		corporation
		Total:	200,000,000 (L)	23.81% (L)	15.00% (L)
Beijing Chaoyang District Wangjing	Domestic Shares	Beneficial owner	100,000,000 (L)	11.90% (L)	7.50% (L)
Xinxing Industry Zone Comprehensive
Developement Company
(北京望京新興產業區綜合開發有
限公司) (“Wangjing Development”)(4)
Nanshan Group Capital Investment Co., Ltd.	H Shares	Beneficial owner	99,900,000 (L)	20.25% (L)	7.49% (L)
(南山集團資本投資有限公司)
(“Nanshan Capital”)(5)
Nanshan Group Co., Ltd.	H Shares	Interest of controlled	99,900,000 (L)	20.25% (L)	7.49% (L)
(南山集團有限公司)(5)		corporation
Nanshan Villagers’ Committee of	H Shares	Interest of controlled	99,900,000 (L)	20.25% (L)	7.49% (L)
Dongjiang County, Longkou City		corporation
(龍口市東江鎮南山村村民委員會)(5)
SONG Zuowen (宋作文)(5)	H Shares	Interest of controlled	99,900,000 (L)	20.25% (L)	7.49% (L)
		corporation

– 31 –

GENERAL INFORMATION

APPENDIX

				Approximate
				percentage of	Approximate
				shareholding	percentage of
			Number of	in the total	shareholding
		Capacity/	Shares	issued relevant	in the total
Name of Shareholder	Class of Shares	Nature of interest	interested(1)	class of Shares(1)	issued Shares(1)
				(%)	(%)
CCCG (HK) Holding Limited	H Shares	Beneficial owner	58,914,000 (L)	11.94% (L)	4.42% (L)
(中交集團（香港）控股有限公司)(6)
China Communications	H Shares	Interest of controlled	58,914,000 (L)	11.94% (L)	4.42% (L)
Construction Group Limited		corporation
(中國交通建設集團有限公司)(6)
Beijing Enterprises Group	H Shares	Interest of controlled	50,952,000 (L)	10.33% (L)	3.82% (L)
Company Limited(7)		corporation
Beijing Enterprises Group (BVI)	H Shares	Interest of controlled	50,952,000 (L)	10.33% (L)	3.82% (L)
Company Limited(7)		corporation
Beijing Enterprises Holdings Limited(7)	H Shares	Interest of controlled	50,952,000 (L)	10.33% (L)	3.82% (L)
		corporation
Beijing Enterprises Environmental	H Shares	Interest of controlled	50,952,000 (L)	10.33% (L)	3.82% (L)
Construction Limited		corporation
(北控環境建設有限公司)(7)
Beijing Enterprises Water Group Limited	H Shares	Interest of controlled	50,952,000 (L)	10.33% (L)	3.82% (L)
(北控水務集團有限公司)(7)		corporation
United Crystal Limited(7)	H Shares	Beneficial owner	50,952,000 (L)	10.33% (L)	3.82% (L)
Beijing Haidian State-owned Capital	H Shares	Interest of controlled	36,742,000 (L)	7.45% (L)	2.76% (L)
Operation Company Limited		corporation
(北京市海淀區國有資本運營
有限公司)(8)
Beijing Zhongguancun Science City	H Shares	Beneficial owner	36,742,000 (L)	7.45% (L)	2.76% (L)
Innovation and Development Co., Ltd.
(北京中關村科學城創新發展
有限公司)(8)
HU Daosheng (胡道生)(9)	H Shares	Interest of controlled	32,894,000 (L)	6.67% (L)	2.47% (L)
		corporation
Superior Far East International	H Shares	Interest of controlled	32,894,000 (L)	6.67% (L)	2.47% (L)
Holdings Limited(9)		corporation
Superior Far East (China)	H Shares	Beneficial owner	32,894,000 (L)	6.67% (L)	2.47% (L)
Holdings Limited
(佳和控股有限公司)(9)

Notes:

(1) As at the Latest Practicable Date, the Company has issued a total number of 1,333,334,000 Shares, comprising 1,000,000,000 Domestic Shares and 333,334,000 H Shares. (L) represents long position.
(2) ZGC Group directly holds 600,000,000 Domestic Shares. ZGC Group is also deemed to be interested in 40,000,000 Domestic Shares held by ZGC Finance, its wholly-owned subsidiary, under the SFO.
(3) Under the SFO, ZGC Investment Center is deemed to be interested in the entire interest held by ZGC Group, a company directly held by it as to 55.4%.
(4) Chaoyang SCOMC directly holds 100,000,000 Domestic Shares. Chaoyang SCOMC is also deemed to be interested in 100,000,000 Domestic Shares held by Wangjing Development, its wholly-owned subsidiary, under the SFO.

– 32 –

GENERAL INFORMATION

APPENDIX

(5) Under the SFO, Nanshan Group Co., Ltd. ( 南山集團有限公司 ) is deemed to be interested in the entire interest held by Nanshan Capital its wholly-owned subsidiary. As Nanshan Group Co., Ltd. is owned as to 51% by Nanshan Villagers’ Committee of Dongjiang County, Longkou City ( 龍口市東江鎮南山村村民委員會 ) and 49% by Mr. SONG Zuowen ( 宋作文 ), respectively, under the SFO, each of Nanshan Villagers’ Committee of Dongjiang County, Longkou City and Mr. SONG Zuowen is deemed to be interested in the entire interest held by Nanshan Group Co., Ltd.
(6) Under the SFO, China Communications Construction Group Limited ( 中國交通建設集團有限公司 ) is deemed to be interested in the entire interest held by CCCG (HK) Holding Limited ( 中交集團 ( 香港 ) 控股有限公司 ), its wholly-owned subsidiary.
(7) United Crystal Limited is a wholly-owned subsidiary of Beijing Enterprises Water Group Limited ( 北控水務集團有限公司 ), which is owned as to 41.13% by Beijing Enterprises Environmental Construction Limited ( 北控環境建設有限公司 ), a wholly-owned subsidiary of Beijing Enterprises Holdings Limited. Beijing Enterprises Holdings Limited is held as to 7.93% by Modern Orient Limited, a wholly-owned subsidiary of Beijing Enterprises Investment Limited, which is held as to 72.72% by Beijing Enterprises Group (BVI) Company Limited. Beijing Enterprises Investment Limited also directly holds 12.97% of the equity interest of Beijing Enterprises Holdings Limited. As a wholly-owned subsidiary of Beijing Enterprises Group Company Limited, Beijing Enterprises Group (BVI) Company Limited directly and indirectly holds 61.96% of the equity interest of Beijing Enterprises Holdings Limited. Each of Beijing Enterprises Water Group Limited, Beijing Enterprises Environmental Construction Limited, Beijing Enterprises Investments Limited, Morden Orient Limited, Beijing Enterprises Holdings Limited, Beijing Enterprises Group (BVI) Company Limited and Beijing Enterprises Group Company Limited is therefore deemed to be interested in H Shares held by United Crystal Limited under the SFO.
(8) Under the SFO, Beijing Haidian State-owned Capital Operation Company Limited ( 北京市海淀區國有資本運營有限公司 ) is deemed to be interested in the entire interest held by Beijing Zhongguancun Science City Innovation and Development Co., Ltd. ( 北京中關村科學城創新發展有限公司 ), its wholly-owned subsidiary.
(9) Superior Far East (China) Holdings Limited ( 佳和控股有限公司 ) is wholly owned by Superior Far East International Holdings Limited, which is wholly owned by Mr. HU Daosheng. Under the SFO, each of Superior Far East International Holdings Limited and Mr. HU Daosheng is therefore deemed to be interested in H Shares held by Superior Far East (China) Holdings Limited.

Save as disclosed above and to the best knowledge of the Directors, as at the Latest Practicable Date, no person (excluding Directors, Supervisors, and chief executives of the Company) had an interest or a short position in the shares or underlying shares of the Company which were required to be notified to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO and recorded in the register required to be kept by the Company under section 336 of the SFO.

7. LITIGATION

As at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatening against any member of the Company.

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the Group’s financial or trading position since December 31, 2020, being the date on which the latest published audited accounts of the Company were made up.

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GENERAL INFORMATION

APPENDIX

9. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert who has given advice and recommendations which are contained in this circular:

Name

Qualification

Changjiang Corporate Finance a corporation licensed to carry out type 6 (advising on (HK) Limited corporate finance) regulated activity under the SFO

Changjiang Corporate Finance (HK) Limited issued a letter dated December 22, 2021, for the purpose of incorporation in this circular in connection with its recommendation to the Independent Board Committee and the Independent Shareholders. As at the Latest Practicable Date, Changjiang Corporate Finance (HK) Limited had given and had not withdrawn its written consent to the issue of this circular with the inclusion of its letter of recommendation and reference to its name in the form and context in which they appear.

10. EXPERT’S INTERESTS

As at the Latest Practicable Date, Changjiang Corporate Finance (HK) Limited:

(a) did not have any direct or indirect interest in any assets acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to any member of the Company since December 31, 2020, being the settlement date to which the latest published audited consolidated financial statements of the Group were made up; and
(b) did not have any shareholding in any member of the Company or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Company.

11. OTHER INFORMATION

(1) The company secretary of the Company is Mr. GAO Wei (fellow member of The Hong Kong Chartered Governance Institute).
(2) The registered address of the Company is at 1610, 16/F Building 101 (2-16/F), No. 21 Rongda Road, Chaoyang District, Beijing, the PRC. The Company’s headquarters and principal place of business in China is at Floor 5&6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC. The Company’s principal place of business in Hong Kong is at 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong.

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GENERAL INFORMATION

APPENDIX

(3) The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(4) The English text of this circular shall prevail over the Chinese text in the event of inconsistency.

12. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zgclease.com) for a period of 14 days from the date of this circular:

(a) the Existing Credit Services Framework Agreement;
(b) the 2022-2024 Credit Services Framework Agreement;
(c) the letter from the Independent Board Committee, the text of which is set out in this circular;
(d) the letter from the Independent Financial Adviser, the text of which is set out in this circular; and
(e) the written consent of Changjiang Corporate Finance (HK) Limited referred to in the paragraph headed “Expert’s Qualification and Consent” above.

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NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

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中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1601)

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 2022 first extraordinary general meeting (the “ Extraordinary General Meeting ”) of Zhongguancun Science-Tech Leasing Co., Ltd. (the “ Company ”) will be held on Friday, January 14, 2022 at 3:00 p.m. at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the People’s Republic of China (the “ PRC ” or “ China ”), for the purposes of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT :

(a) to consider and approve the 2022-2024 Credit Services Framework Agreement (as defined in the circular of the Company dated December 22, 2021);
(b) to approve the Proposed Annual Caps (as defined in the abovementioned circular) for the three financial years ending December 31, 2024; and
(c) to authorize the directors of the Company to do all such further acts and things and execute such further documents and take all steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the 2022-2024 Credit Services Framework Agreement and all the transactions contemplated thereunder with any changes as they may consider necessary, desirable or expedient.”

By order of the Board Zhongguancun Science-Tech Leasing Co., Ltd. DUAN Hongwei Chairman

Beijing, the PRC, December 22, 2021

– 36 –

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Monday, January 10, 2022 to Friday, January 14, 2022, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for holders of domestic shares) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H shares) not later than 4:30 p.m. on Friday, January 7, 2022, for registration.

2. PROXY

Shareholders entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorised in writing. If the shareholder is a corporate body, the form of proxy must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.

The form of proxy together with the power of attorney or other authorization documents (if any) must be lodged at the Company’s headquarters and principal place of business in China at Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC (for holders of domestic shares) or the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) in person or by post not less than 24 hours before the time fixed for holding the Extraordinary General Meeting (i.e. before Thursday, January 13, 2022 at 3:00 p.m.) or any adjournment thereof (as the case may be). Shareholders can still attend and vote in person at the Extraordinary General Meeting upon completion and return of the form of proxy.

3. CONTACT DETAILS OF THE COMPANY

Contact Address: Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC Contact Person: HE Rongfeng/HUANG Wen

Contact Telephone: (86) 010 8345 3806/(86) 010 8345 3805 Contact Fax: (86) 010 8345 3809

4. VOTING BY POLL

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the Extraordinary General Meeting must be taken by poll.

5. OTHER BUSINESS

The Extraordinary General Meeting is expected to last for approximately half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

Shareholders or their proxies attending the Extraordinary General Meeting shall produce their identity documents.

The details about the aforesaid resolution proposed at the Extraordinary General Meeting are set out in the circular of the Company dated December 22, 2021.

As at the date of this notice, the Board comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive Directors, Mr. DUAN Hongwei, Mr. LOU Yixiang, Mr. ZHANG Shuqing and Mr. DU Yunchao as non-executive Directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive Directors.

– 37 –

AI assistant

Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2021

50032_rns_2021-12-21_6b4e9757-9412-4a43-8753-f942c4f26158.pdf

中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(1) CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT;

AND

(2) NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

(1) CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT; AND

(2) NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

LETTER FROM THE BOARD

II. 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT

Date

Parties

Term

Subject of the transactions

Pricing Policy

III. HISTORICAL AMOUNTS

IV. PROPOSED ANNUAL CAPS

V. REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTINUING CONNECTED TRANSACTIONS

VI. INTERNAL CONTROL MEASURES

LETTER FROM THE BOARD

VII. IMPLICATIONS OF THE LISTING RULES

VIII. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

IX. INFORMATION ON THE COMPANY AND ZGC GROUP

Information on the Company

Information on ZGC Group

X. VOTING ARRANGEMENT

XI. APPROVAL BY THE BOARD

EXTRAORDINARY GENERAL MEETING

CLOSURE OF REGISTER OF MEMBERS

VOTING BY POLL

RECOMMENDATION

ADDITIONAL INFORMATION

中關村科技租賃股份有限公司 ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD. (a joint stock company incorporated in the People’s Republic of China with limited liability)

CONTINUING CONNECTED TRANSACTIONS 2022-2024 CREDIT SERVICES FRAMEWORK AGREEMENT

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Yours faithfully,