China Success Finance : CONNECTED TRANSACTION ASSET MANAGEMENT CONSULTANCY AGREEMENT

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China Success Finance Group Holdings Limited (中國集成金融集團控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3623) CONNECTED TRANSACTION ASSET MANAGEMENT CONSULTANCY AGREEMENT THE ASSET MANAGEMENT CONSULTANCY AGREEMENT

The Board is pleased to announce that on 5 June 2017 (after trading hours), Success Asset Management, a subsidiary of the Company, and Shengshi Junen Enterprise Management entered into the Asset Management Consultancy Agreement, pursuant to which Success Asset Management has agreed to provide consultancy services to Shengshi Junen Enterprise Management in relation to interests integration and financing of the Land for a consultancy fee of RMB8,000,000.

LISTING RULES IMPLICATIONS

Shengshi Junen Enterprise Management is an associate of Mr. Zhang, an executive Director and a substantial shareholder of the Company, and hence a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Asset Management Consultancy Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Asset Management Consultancy Agreement are less than 25% and the total consideration is less than HK$10,000,000, the Asset Management Consultancy Agreement will be subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PRINCIPAL TERMS OF THE ASSET MANAGEMENT CONSULTANCY AGREEMENT

Date : 5 June 2017 (after trading hours)

Parties : (1) Success Asset Management; and

(2) Shengshi Junen Enterprise Management.

Consultancy services : Success Asset Management has agreed to provide

consultancy services to Shengshi Junen Enterprise Management in relation to interests integration and financing of the Land.

Consideration : A consultancy fee of RMB8,000,000 (equivalent to

approximately HK$9,120,000).

The consideration of the Asset Management Consultancy Agreement was determined on the basis of normal commercial terms and after arm's length negotiation between the parties.

INFORMATION ABOUT THE PARTIES

Success Asset Management is a company established in the PRC with limited liability. It is indirectly owned as to 99.27% by the Company.

Shengshi Junen Enterprise Management is a company established in the PRC with limited liability pursuant to the JV Agreement and is currently owned as to 20% by Shunde Success Investment, 17.4% by Success Finance, 3.5% by Success Guarantee, 3.5% by Success Futures, 3.5% by Success Credit and 52.1% by an Independent Third Party. The scope of its business includes, among others, real estate consultation management.

REASONS FOR AND BENEFITS OF THE ASSET MANAGEMENT CONSULTANCY AGREEMENT

The Group is a guarantee service provider offering financial and non-financial guarantee services and financial consultancy services in the PRC with an aim to provide integrated financial services to enterprises, mainly SMEs, in the PRC to assist them to improve their overall fund-raising capabilities and enable them to obtain funding for business development.

The Group's businesses also include, among others, asset management, financial consulting, financial leasing and equity investment in the PRC.

In entering into the Asset Management Consultancy Agreement, Success Asset Management will be able to earn a consultancy fee from the provision of consultancy services.

LISTING RULES IMPLICATIONS

Shengshi Junen Enterprise Management is an associate of Mr. Zhang, an executive Director and a substantial shareholder of the Company, and hence a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the Asset Management Consultancy Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Asset Management Consultancy Agreement are less than 25% and the total consideration is less than HK$10,000,000, the Asset Management Consultancy Agreement will be subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

The Directors (including the independent non-executive Directors) are of the view that the terms of and the transactions contemplated under the Asset Management Consultancy Agreement are fair and reasonable, on normal commercial terms and in the ordinary and usual course of business of the Group and are in the interests of the Shareholders as a whole.

Each of Mr. Zhang, Mr. Xu and Mr. Pang has an indirect interest in Shengshi Junen Enterprise Management. Accordingly, each of Mr. Zhang, Mr. Xu and Mr. Pang has an interest in the Asset Management Consultancy Agreement and they have abstained from voting on the Board resolution in relation to the Asset Management Consultancy Agreement and the transactions contemplated thereunder.

DEFINITIONS

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

"associate",

"percentage ratio(s)", "substantial

shareholder"

each has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Company" China Success Finance Group Holdings Limited (中國 集成金融集團控股有限公司), a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

"Directors" the directors of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the

PRC

"Independent Third Party(ies)"

third parties independent of the Company and its connected persons (as defined under the Listing Rules)

"Jiayou Electric Appliance"

Guangdong Jiayou Electric Appliance Company Limited* (廣東嘉友電器有限公司), a company established in the PRC with limited liability and owned as to 26.52% by Mr. Zhang, 13% by Mr. Xu, 12.48% by Mr. Pang and 48% by Success Investment Holding Group Company Limited* (集成投資控股集團有限公 司)

"JV Agreement" the joint venture agreement dated 25 January 2017 and

entered into among Success Guarantee, Shengshi Success Investment, Shengshi Jiayou Investment, Qiya Enterprise Management, Shunde Success Investment, Success Finance, Success Futures and Success Credit