Haitong Unitrust International Financial Leasing : DISCLOSEABLE TRANSACTION REFACTORING AGREEMENT

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海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

(Stock Code: 1905)

DISCLOSEABLE TRANSACTION REFACTORING AGREEMENT

REFACTORING AGREEMENT

The Board wishes to announce that on February 19, 2021, the Company, Dishui Factoring and Yangtze River United entered into the February 2021 Refactoring Agreement, pursuant to which Dishui Factoring has agreed to transfer all of its creditor's rights on the outstanding accounts receivable under the Master Contract, amounting to RMB48,575,490, to the Company. The Company has agreed to accept the transfer of such creditor's right on the accounts receivable at a consideration of RMB48,575,490.

In addition, the Company will provide factoring services to Dishui Factoring at a factoring service fee of RMB1,695,285, payable by Dishui Factoring pursuant to the February 2021 Refactoring Agreement.

LISTING RULES IMPLICATION

Reference is made to the announcements of the Company dated March 9, 2020 and October 29, 2020 regarding the refactoring agreements entered into between the Company, Dishui Factoring and Yangtze River United upon the listing of the Company (i.e., June 3, 2019) to October 29, 2020. From October 29, 2020 to the date of this announcement, the Company, Dishui Factoring and Yangtze River United have entered into seven refactoring agreements (excluding the February 2021 Refactoring Agreement). Pursuant to Rule 14.22 of the Listing Rules, the transactions under the abovementioned refactoring agreements and the February 2021 Refactoring Agreement should be aggregated as a series of transactions. As the highest applicable percentage ratio for the transactions contemplated under the abovementioned refactoring agreements exceeds 5% but is lower than 25%, such transactions constitute discloseable transactions of the Company and are subject to the notification and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

REFACTORING AGREEMENT

The Board wishes to announce that on February 19, 2021, the Company, Dishui Factoring and Yangtze River United entered into the February 2021 Refactoring Agreement, pursuant to which Dishui Factoring has agreed to transfer all of its creditor's rights on the outstanding accounts receivable under the Master Contract, amounting to RMB48,575,490, to the Company. The Company has agreed to accept the transfer of such creditor's right on the accounts receivable at a consideration of RMB48,575,490.

In addition, the Company will provide factoring services to Dishui Factoring at a factoring service fee of RMB1,695,285, payable by Dishui Factoring pursuant to the February 2021 Refactoring Agreement.

The principal terms of the February 2021 Refactoring Agreement are summarized as follows:

Dates:

February 19, 2021

Parties:

• (1) the Company;

• (2) Dishui Factoring; and

• (3) Yangtze River United.

Subject of the transaction:

Dishui Factoring has agreed to transfer to the Company all of its creditor's rights on the outstanding accounts receivable under the Master Contract entered into with Yangtze River United on September 20, 2017 and various term sheets signed thereunder. The outstanding accounts receivable amounted to RMB48,575,490.

Consideration:

The Company has agreed to accept the transfer of all creditor's rights on accounts receivable at a consideration of RMB48,575,490, which is expected to be paid within 30 working days upon the execution of the February 2021 Refactoring Agreement.

The consideration is determined through arm's length negotiation between the Company and Dishui Factoring with reference to the outstanding accounts receivable under the Master Contract.

The Directors (including independent non-executive Directors) consider that the terms of the February 2021 Refactoring Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Directors (including independent non-executive Directors) confirm that the February 2021 Refactoring Agreement was entered into with Dishui Factoring in the ordinary and usual course of business of the Group on normal commercial terms and will have no material adverse impact on the operations and financial position of the Group.

Type of factoring:

The factoring is with recourse. The Company has the right to demand Dishui Factoring to repurchase all the outstanding accounts receivable according to the February 2021 Refactoring Agreement immediately if the Company is or may be unable to receive the accounts receivable in full by the expected due date (i.e., September 19, 2021) for any reasons.

Repurchase:

In the event of repurchase, the Company may demand Dishui Factoring to repurchase all the outstanding accounts receivable immediately. Dishui Factoring shall pay the repurchase price unconditionally upon request when the Company has exercised its right of recourse:

• (1) occurrence or existence of any default by Dishui Factoring;

• (2) occurrence or existence of any default by Yangtze River United;

• (3) the accounts receivable is different from the representations and warranties made by Dishui Factoring or Yangtze River United in the February 2021 Refactoring Agreement;

• (4) any reason or event which causes or may cause all or part of the February 2021 Refactoring Agreement and Master Contract to be deemed invalid, illegal or unenforceable and the Company considers it is or may be unable to collect any accounts receivable under the Master Contract in full when due;

• (5) any amendment, alteration, release or termination of the accounts receivable under the Master Contract by Dishui Factoring or Yangtze River United;

• (6) any reason (including but not limited to wilful default or insolvency of Yangtze River United) which causes or may cause Yangtze River United failing or being unable to pay any accounts receivable under the Master Contract by the expected due date;

• (7) any reason (regardless of fault by Dishui Factoring) which causes or may cause the Company failing or being unable to collect any accounts receivable under the February 2021 Refactoring Agreement in full on or before the expected due date;

• (8) any commercial dispute arising from the Master Contract or its related documents and the Company considers it is or may be unable to collect any accounts receivable under the Master Contract in full when due; and

(9) other circumstances where the Company may demand Dishui Factoring to repurchase in accordance with the February 2021 Refactoring Agreement and laws or as otherwise agreed by the Company and Dishui Factoring.

Factoring service fee:

The Company has agreed to provide factoring services to Dishui Factoring, including accounts receivable financing for a factoring service fee of RMB1,695,285 payable by Dishui Factoring by September 19, 2021.

The factoring service fee is determined through arm's length negotiation between the Company and Dishui Factoring with reference to the nature and scope of the factoring services to be provided by the Company.

LETTER OF IRREVOCABLE UNDERTAKING OF INDEMNIFICATION

On February 19, 2021, Guangzhou Lvjin Technology Co., Ltd. (ᄿψࣚږ߅ҦϞࠢʮ̡), the parent company of Dishui Factoring holding as to 100% of its equity interest, issued a letter of irrevocable undertaking of indemnification, pursuant to which Guangzhou Lvjin Technology Co., Ltd. (ᄿψࣚږ߅ҦϞࠢʮ̡) has offered an irrevocable undertaking of indemnification in respect of the liabilities assumed by Dishui Factoring under the February 2021 Refactoring Agreement to the Company, and has agreed to indemnify all amounts payable under the February 2021 Refactoring Agreement, including the repurchase price, compensations, collection fees, service fees, deposits and losses (and any aforementioned amounts immediately payable due to early termination) arising from any outstanding accounts receivable under the February 2021 Refactoring Agreement, overdue interests, compound interests, default penalties, damages and all costs of the Company for the enforcement of the creditor's right caused by overdue payment by Dishui Factoring or other default specified in the February 2021 Refactoring Agreement. Tongcheng Holdings Group Co., Ltd. (Ν೻છٰණྠٰ΅Ϟࠢʮ̡), the controlling shareholder of Guangzhou Lvjin Technology Co., Ltd. (ᄿψࣚږ߅ҦϞࠢʮ̡), undertakes to assume certain liabilities in the event that Guangzhou Lvjin Technology Co., Ltd. (ᄿψࣚږ߅ҦϞࠢʮ̡) fails to perform the undertaking of indemnification as agreed.

REFACTORING AGREEMENTS ENTERED INTO BY THE COMPANY, DISHUI FACTORING AND YANGTZE RIVER UNITED

Reference is made to the announcements of the Company dated March 9, 2020 and October 29, 2020 regarding the refactoring agreements entered into between the Company, Dishui Factoring and Yangtze River United upon the listing of the Company (i.e., June 3, 2019) to October 29, 2020. From October 29, 2020 to the date of this announcement, the Company, Dishui Factoring and Yangtze River United have entered into seven refactoring agreements (excluding the February 2021 Refactoring Agreement). The following table sets forth the principal commercial arrangements of the seven refactoring agreements, including (1) date of agreement; (2) amount of accounts receivable; (3) consideration; (4) expected due date of accounts receivable; (5) type of factoring; (6) factoring service fee payable by Dishui Factoring for factoring services provided by the Company; and (7) payment date of factoring service fee.