Guangdong Join Share Financing Guarantee Investment : NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*

廣 東 中 盈 盛 達 融 資 擔 保 投 資 股 份 有 限 公 司

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

(Stock Code: 1543)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''EGM'') of Guangdong Join-Share Financing Guarantee Investment Co., Ltd.* (the ''Company'') will be held at Rose Room, 2/F, International Meeting Center, Building G, Sino-European Service Center, No. 2 South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC on Friday, 28 August 2020 at 3 : 00 p.m., for the purpose of considering and, if thought fit, passing the following resolutions.

SPECIAL RESOLUTIONS

1. ''THAT the resolution on the satisfaction by the Company of the conditions for issuing Corporate Bonds is hereby approved. In accordance with related provisions of the Company Laws of the PRC, the Securities Laws of the PRC, the Administrative Measures for Corporate Bond Issue and Trading, and other laws, regulations, and normative documents, the Board, upon conducting careful analysis and study on the qualifications of the Company for issuance of Corporate Bonds, considered that the Company satisfied all the requirements and conditions for issuance of Corporate Bonds.''
2. ''THAT each of the following proposed arrangements of issuance proposal of the Domestic Corporate Bonds to be issued in the PRC be and is hereby separately approved (on an item by item basis), subject to the approval from the CSRC and the conditions of the bonds market in the PRC:
3. 1. Issuing size;
   2. Issuing method;
   3. Issuing target and placing arrangement for the shareholders of the Company;

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1. Bond maturity;
2. Nominal value and issue price;
3. Coupon rate and its determination mechanism;
4. Use of proceeds;
5. Listing of issued bonds;
6. Guarantee;
7. Terms of adjustment of coupon rate, redemption or repurchase;
8. Form of underwriting for the Bond Issue;
9. Protective measures for repayments; and
10. Validity of resolutions.''

3. ''THAT the Board is hereby authorised and approved to further authorise Mr. Wu Liejin, the chairman of the Board, by the Shareholders at the EGM generally and unconditionally to handle all matters relating to the Bond Issue at his sole discretion, which includes but not limited to the following:

1. In connection with the Bond Issue, formalities in respect to review and approval, registration, filing, verification, and consent by the regulatory bodies and authorities will be completed;
2. The specific proposal for issuance of the Domestic Corporate Bonds will be determined, and its issuing terms, including but not limited to the specific issuing size, term of bond maturity, type of bonds, coupon rate, and their determination mechanism, timing of issuance (including issuance in tranche and the number of tranches), specific use of proceeds, guarantee proposal, establishment of the repurchase and redemption terms and their specific conditions, rating arrangement, specific subscription methods, specific placing arrangement, repayment term and methods of the principal and interest thereupon, listing of the Bonds, and other matters relating to the issuance, will be revised and adjusted;
3. The appointment of an intermediary institution involved in issuance of the Domestic Corporate Bonds will be determined, and the bond trustee manager in respect of issuance of the Domestic Corporate Bonds will be identified;
4. Declaration of issuance of the Domestic Corporate Bonds will be dealt with, in which case, upon completion of the Bond Issue, listing matters in respect of the Domestic Corporate Bonds will be dealt with, including but not limited to

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authorization, signing, execution, and amendment of all necessary documents, contracts, agreements, instruments (including but not limited to offering prospectuses, sponsorship agreements, underwriting agreements, bond trusteeship management agreements, listing agreements, meeting procedures for bond holders, and other various announcements and legal documents) in connection with completion of the issuance and listing of Domestic Corporate Bonds, as well as disclosure of information in accordance with laws and regulations and other normative documents;

1. Where the regulatory bodies change their policies in respect to issuance of the Domestic Corporate Bonds or changes take place to market conditions, save for those matters required for voting at the general meeting in accordance with the relevant laws, regulations, and articles of associations of the Company, the corresponding adjustments shall be made to the specific proposal and other related matters in respect to issuance of Domestic Corporate Bonds based on the opinions of the regulatory bodies, or a decision as to whether to proceed with the issuance shall be made based on the actual conditions;
2. Other specific matters in connection with issuance of the Domestic Corporate Bonds and its listing will be dealt with; and
3. The term of the authorisation shall commence from the date of passing of the resolution at the general meeting till the completion of all the authorised matters mentioned above.''

By order of the Board

Guangdong Join-Share Financing Guarantee Investment Co., Ltd.*

Wu Liejin

Chairman

Foshan, the PRC, 7 August 2020

Notes:

1. In order to determine the shareholders' eligibility to attend the EGM, the register of members of the Company will be closed from Tuesday, 25 August 2020 to Friday, 28 August 2020, both days inclusive, during which no transfer of shares will be registered. Only shareholders of the Company whose names appear on the register of members of the Company on Friday, 28 August 2020 or their proxies or duly authorised corporate representatives are entitled to attend the EGM. In order to qualify for attending and voting at the EGM, all properly completed transfer documents accompanied with relevant share certificates must be lodged with 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, Wanchai, Hong Kong (for holders of H shares), or the Company's office in the PRC at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC (for holders of domestic shares) not later than 4 : 30 p.m. on Monday, 24 August 2020.

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1. A Shareholder entitled to attend and vote at the EGM may appoint one or more person (whether he/she is a Shareholder or not) to attend and vote at the same on his or her behalf.
2. The instrument appointing a proxy must be in writing and signed by a Shareholder or his duly authorised attorney. If the Shareholder is a corporation, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorised attorney(s).
3. Shareholders who intend to attend the EGM by proxy should complete the proxy form. For holders of H shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and for holders of domestic shares, the proxy form should be returned to the Company's office in the PRC at 5/F, Building D, Sino-European Service Center, South of Lingnan Road, Lecong Town, Shunde District, Foshan, Guangdong Province, the PRC, in person or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the EGM or any adjournment thereof and voting in person.
4. Shareholders or their proxies shall provide their identity documents when attending the EGM.
5. The EGM is expected to last for less than half a day. Shareholders (in person or by proxy) attending this EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending this EGM shall present their identity certifications.
6. In case of joint holders of a share, any one of such holders is entitled to vote at the meeting either in person or by proxy for such share, as if he/she is the only one entitled to do so among the joint holders. However, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the meeting personally or by proxy.
7. The resolutions as set out above are required to be determined by way of poll under the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited.
8. The contact information of the Company is as follows:

Contact person:	Mr. Zheng Zhengqiang/Ms. Song Mian
Contact Tel:	(86) 186 8880 7052/(86) 139 2543 3921

As of the date of this notice, the executive director of the Company is Mr. Wu Liejin (Chairman); the non-executive directors of the Company are Mr. Zhang Minming, Ms. Gu Lidan, Mr. Luo Zhenqing, Mr. Huang Guoshen and Mr. Zhang Deben; and the independent non-executive directors of the Company are Mr. Wu Xiangneng, Mr. Leung Hon Man and Mr. Liu Heng.

• For identification purposes only

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