Shandong International Trust Co., Ltd.

Equities

1697

CNE100002R24

Investment Management & Fund Operators

Market Closed - Hong Kong S.E. Other stock markets 04:09:09 2024-04-25 am EDT			5-day change	1st Jan Change
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Mar. 26	Shandong International Trust Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	CI
Mar. 15	Shandong International Trust Co., Ltd. Provides Earnings Guidance for the Year Ended December 31, 2023	CI

Shandong International Trust : RENEWAL OF CONTINUING CONNECTED TRANSACTIONS IN RELATION TO (1) CNPC ASSETS MANAGEMENT TRUST FRAMEWORK AGREEMENT (2) LUCION GROUP TRUST FRAMEWORK AGREEMENT (3) LUCION GROUP TRUST FINANCING FRAMEWORK AGREEMENT; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING; PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS; APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND NOTICE OF 2019 FIRST EXTRAORDINARY

October 13, 2019 at 06:46 am EDT

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shandong International Trust Co., Ltd., you should at once hand this circular and the accompanying proxy form and the reply slip to the purchaser or transferee or to the bank or licensed securities dealer 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.

Shandong International Trust Co., Ltd.

山東省國際信託股份有限公司

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

(Stock Code: 1697)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

IN RELATION TO

CNPC ASSETS MANAGEMENT TRUST FRAMEWORK AGREEMENT
1. LUCION GROUP TRUST FRAMEWORK AGREEMENT

LUCION GROUP TRUST FINANCING FRAMEWORK AGREEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES
FOR THE GENERAL MEETING
PROPOSED AMENDMENTS TO THE PROCEDURAL RULES

FOR THE BOARD OF DIRECTORS

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE AND

INDEPENDENT SHAREHOLDERS

A notice convening the EGM to be held at Block B, Yinfeng Fortune Plaza, 1 Longao West Road, Jinan, the PRC on Thursday, 28 November 2019 at 10:00 a.m. is set out on pages 70 to 73 of this circular, and the reply slip and proxy form for use are enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sitic.com. cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon no less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion, signing and return of the proxy form will not preclude you from attending and voting in person at the EGM. Shareholders who intend to attend the meetings in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed thereon on or before Friday, 8 November 2019.

14 October 2019

	CONTENTS
		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . .	24
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
APPENDIX I	－ GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
APPENDIX II	- PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
APPENDIX III	- PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
	THE GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
APPENDIX IV	- PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR
	THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70

- i -

DEFINITIONS

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

"Articles of Association"	the articles of association of the Company
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"AUM"	asset under management, which refers to the amount of the
	entrusted assets of the Company's trust schemes
"Board" or "Board of Directors"	the board of Directors of the Company
"CAGR"	compound annual growth rate
"CBIRC"	the China Banking and Insurance Regulatory Commission (中國銀
	行保險監督管理委員會)
"CNPC Assets Management"	CNPC Assets Management Co., Ltd. (中油資產管理有限公司),
	a limited liability company established in the PRC on 29 April
	2000 and a Substantial Shareholder of the Company, which is an
	indirect wholly-owned subsidiary of CNPC Capital
"CNPC Assets Management Trust	the trust framework agreement dated 26 August 2019 entered
Framework Agreement"	into by the Company and CNPC Assets Management, pursuant to
	which the Company will provide trust services to CNPC Assets
	Management and its associates
"CNPC Capital"	CNPC Capital Company Limited (中國石油集團資本股份有限
	公司), a joint stock company with limited liability whose shares
	are listed on the Shenzhen Stock Exchange (Stock Code: 000617)
	and whose controlling shareholder is China National Petroleum
	Corporation (中國石油天然氣集團有限公司), a PRC state wholly-
	owned company
"Company"	Shandong International Trust Co., Ltd. (山東省國際信託股份有限
	公司), a joint stock company established in the PRC with limited
	liability, whose H Shares are listed on the Hong Kong Stock
	Exchange (Stock Code: 1697)
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"connected person(s)"	has the meaning ascribed to it under the Listing Rules

- ii -

	DEFINITIONS

"Director(s)"	the director(s) of the Company
"EGM"	the 2019 first extraordinary general meeting of the Company to
	be held at Block B, Yinfeng Fortune Plaza, 1 Longao West Road,
	Jinan, the PRC on Thursday, 28 November 2019, at 10:00 a.m.
	for the purpose of considering and, if thought fit, approving the
	(1) CNPC Assets Management Trust Framework Agreement; (2)
	Lucion Group Trust Framework Agreement; and (3) Lucion Group
	Trust Financing Framework Agreement, their proposed annual
	caps and the transactions contemplated thereunder
"Existing CNPC Assets Management	the trust framework agreement dated 16 November 2017 entered
Trust Framework Agreement"	into by the Company and CNPC Assets Management, pursuant to
	which the Company shall provide trust services to CNPC Assets
	Management and its associates
"Existing Lucion Group Trust	the trust financing framework agreement dated 16 November
Financing Framework Agreement"	2017 entered in to by the Company and Lucion Group, pursuant
	to which the Company shall provide loans or financing services to
	Lucion Group and its associates
"Existing Lucion Group Trust	the trust framework agreement dated 16 November 2017 entered
Framework Agreement"	into by the Company and Lucion Group, pursuant to which the
	Company shall provide trust services to Lucion Group and its
	associates
"General Meeting"	the general meeting of the Company
"Group"	our Company and the trust schemes over which it has control
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Board Committee"	the independent board committee of the Company, the members
	of which consist of all the independent non-executive Directors,
	formed to advise the Independent Shareholders with respect to (1)
	the CNPC Assets Management Trust Framework Agreement; (2)
	the Lucion Group Trust Framework Agreement; and (3) the Lucion
	Group Trust Financing Framework Agreement and the respective
	proposed annual caps

- iii -

	DEFINITIONS

"Independent Financial Adviser" or	Gram Capital Limited, a licensed corporation to carry out Type 6
"Gram Capital"	(advising on corporate finance) regulated activity under the SFO,
	being the independent financial adviser to the Independent Board
	Committee and the Independent Shareholders
"Independent Shareholders"	Shareholders who are not required to abstain from voting at the
	EGM
"Latest Practicable Date"	8 October 2019, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
"Listing"	the listing of the H Shares of the Company on the Hong Kong
	Stock Exchange on 8 December 2017
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Lucion Group"	Shandong Luxin Investment Holdings Group Co., Ltd. (山東省魯
	信投資控股集團有限公司), formerly known as Shandong Luxin
	Investment Holdings Co., Ltd. (山東省魯信投資控股有限公司),
	a limited liability company established on 31 January 2002 in
	the PRC and the Controlling Shareholder of the Company, which
	is owned as to 70% by the State-owned Assets Supervision and
	Administration Commission of Shandong Provincial Government
	( 山東省人民政府國有資產監督管理委員會), as to 20% by
	Shandong Guohui Investment Co., Ltd. (山東國惠投資有限公司)
	and as to 10% by Shandong Provincial Council for Social Security
	Fund (山東省社會保障基金理事會)
"Lucion Group Trust Financing	the trust framework agreement dated 26 August 2019 entered
Framework Agreement"	into by the Company and Lucion Group, pursuant to which the
	Company will provide loans or financing services to Lucion Group
	and its associates
"Lucion Group Trust Framework	the trust framework agreement dated 26 August 2019 entered
Agreement"	into by the Company and Lucion Group, pursuant to which the
	Company will provide trust services to Lucion Group and its
	associates
"PBOC"	People's Bank of China (中國人民銀行)

- iv -

	DEFINITIONS

"PRC" or "China"	the People's Republic of China but excluding, for the purposes
	of this circular, Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
"PRC Company Law"	Company Law of the People's Republic of China（《中華人民共
	和國公司法》）, as amended, supplemented or otherwise modified
	from time to time
"Procedural Rules for the Board of	the procedural rules for the Board of Directors adopted by the
Directors"	Company, as revised from time to time
"Procedural Rules for the General	the procedural rules for the General Meeting adopted by the
Meeting"	Company, as revised from time to time
"Prospectus"	the prospectus of the Company dated 28 November 2017
"Renewed Framework Agreements"	collectively, the (1) CNPC Assets Management Trust Framework
	Agreement, (2) Lucion Group Trust Framework Agreement, and
	(3) Lucion Group Trust Financing Framework Agreement
"RMB" or "Renminbi"	the lawful currency of the PRC
"SFO" or "Securities and Futures	the Securities and Futures Ordinance (Chapter 571 of the Laws of
Ordinance"	Hong Kong)
"Share(s)"	the share(s) in the share capital of the Company with a nominal
	value of RMB1.00 each
"Shareholder(s)"	registered holders of the Company's Share(s)
"Substantial Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Supervisor(s)"	the supervisor(s) of the Company
"%"	per cent

- v -

LETTER FROM THE BOARD

Shandong International Trust Co., Ltd.

山東省國際信託股份有限公司

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

(Stock Code: 1697)

Executive Directors:	Registered office:
Mr. Wan Zhong (Chairperson)	No. 166 Jiefang Road
Mr. Yue Zengguang (General Manager)	Lixia District
	Jinan
Non-executive Directors:	Shandong Province
Mr. Xiao Hua (Vice-chairperson)	PRC
Mr. Jin Tongshui
	Principal place of business in Hong Kong:
Independent Non-executive Directors:	31/F, Tower Two, Times Square
Mr. Yen Huai-chiang	1 Matheson Street
Mr. Ding Huiping	Causeway Bay
Ms. Meng Rujing	Hong Kong

14 October 2019

To the Shareholders

Dear Sir or Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

IN RELATION TO

1. CNPC ASSETS MANAGEMENT TRUST FRAMEWORK AGREEMENT
LUCION GROUP TRUST FRAMEWORK AGREEMENT
1. LUCION GROUP TRUST FINANCING

FRAMEWORK AGREEMENT

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES

FOR THE GENERAL MEETING

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES

FOR THE BOARD OF DIRECTORS

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

- 1 -

LETTER FROM THE BOARD

INTRODUCTION
Reference is made to the section headed "Connected Transactions" in the Prospectus and the announcement of the Company dated 26 August 2019 in relation to, among other things, (i) the Existing CNPC Assets Management Trust Framework Agreements; (ii) the Existing Lucion Group Trust Framework Agreement; and (iii) the Existing Lucion Group Trust Financing Framework Agreement (collectively the "Existing Framework Agreements").
The Company proposes to renew the Existing Framework Agreements, as such, on 26 August 2019, the Company entered into the Renewed Framework Agreements to renew the Existing Framework Agreements for a term of three years commencing from 1 January 2020 and ending on 31 December 2022.
Reference is made to the announcement of the Company dated 27 September 2019, in relation to, among other things, (i) the Proposed Amendments to the Articles of Association; (ii) the Proposed Amendments to the Procedural Rules for the General Meeting; (iii) the Proposed Amendments to the Procedural Rules for the Board of Directors; and (iv) the Appointment of Non-executive Director (as defined below).

The purpose of this circular is to provide you with, among other things, further details of (i) the renewal of continuing connected transactions in relation to the Renewed Framework Agreements;

1. the Proposed Amendments to the Articles of Association; (iii) the Proposed Amendments to the Procedural Rules for the General Meeting; (iv) the Proposed Amendments to the Procedural Rules for the Board of Directors; and (v) the Appointment of Non-executive Director, in order to enable you to make an informed decision on whether to vote for or against of these resolutions at the EGM.
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

1. CNPC Assets Management Trust Framework Agreement

The summary of the principal terms of the CNPC Assets Management Trust Framework Agreement is set forth below:

Date:	26 August 2019
Parties:	(i)	the Company (as the trustee); and
	(ii)	CNPC Assets Management (for itself and on behalf of its
		associates) (as the trustor client(s)).

- 2 -

LETTER FROM THE BOARD

Description of	In the ordinary course of business, the Company accepts
the transactions:	entrustment of funds and assets from its trustor clients. Through
	establishment of different trusts, the Company manages the
	entrusted funds and property for its trustor clients during the
	terms of the trusts. In return, the Company receives trustee's
	remuneration from various trusts that the Company established
	for the trustor clients. Subject to the terms and conditions of the
	CNPC Assets Management Trust Framework Agreement, the
	Company will enter into specific trust contracts separately with
	relevant trustor clients to set out the specific terms and conditions
	in respect of trust transactions.
Pricing Policy:	•	the trustee's remuneration shall be determined with
		reference to the trust AUM and investment return on the
		trust assets (the trustee's remuneration rate (annualised) of
		the existing trusts managed by the Company ranges from
		approximately 0.1% to 5.0%);
	•	the level of the trustee's remuneration may be varied
		depending on the actual scope of services the Company
		will provide under the relevant trust as well as the expected
		return to beneficiaries of the trusts, but in any event shall
		be in line with market price for similar products;
	•	in respect of the individual trusts which are based on
		one-on-one engagement and involve only CNPC Assets
		Management or any of its associates as the sole trustor,

the Company shall take into consideration the terms of at least two other individual trusts of similar purpose with similar kind of entrusted assets involving independent third parties as trustor clients before the Company approves the establishment of the trust for CNPC Assets Management or any of its associates. The terms of any trusts established for CNPC Assets Management or any its associates, in particular the trustee's remuneration rate, shall be comparable to those trusts of which independent third parties are trustors; and

- 3 -

LETTER FROM THE BOARD

in respect of the collective trusts which the Company manages and disposes of the assets entrusted by all trustors as a whole irrespective of the identities of the trustors, the Company ensures that no preferential treatment will be provided to CNPC Assets Management and its associates in terms of the verification and selection process of the potential trustors for the investment in the collective trusts. The trust contract to be entered into by CNPC Assets Management and its associates shall be on the terms same as that of trustors who are independent third parties investing in the same collective trust.

Historical figures, existing annual caps and proposed annual caps

The following table sets out the historical figures and the existing annual caps under the Existing CNPC Assets Management Trust Framework Agreement and the proposed annual caps under the CNPC Assets Management Trust Framework Agreement:

	As at/for the year ended 31 December			As at/for the year ending	31 December
					Historical	Existing
					amount as	annual cap
					at/for the	for the year
	2017	2017	2018	2018	six months	ending	2020	2021	2022
	Historical	Existing	Historical	Existing	ended	31 December	Proposed	Proposed	Proposed
	amount	annual cap	amount	annual cap	30 June 2019	2019	annual cap	annual cap	annual cap
	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)
					(Unaudited)
Trustee's remuneration
received/to be received
from the trusts of which
CNPC Assets Management
and/or its associates are
trustors	nil	54,000	nil	90,000	nil	90,000	140,000	157,500	175,000
Maximum outstanding balance
of the assets and funds
entrusted/to be entrusted by
CNPC Assets Management
and/or its associates	nil	6,000,000	nil	10,000,000	nil	10,000,000	4,000,000	4,500,000	5,000,000

- 4 -

LETTER FROM THE BOARD

The proposed annual caps under the CNPC Assets Management Trust Framework Agreement have been determined after taking into consideration of the following factors, among other things:

the recent discussions and negotiations between the Company and CNPC Assets Management and/or its associates (the "CNPC Assets Management Group") regarding potential trust transactions. During the period from the Listing and up to 30 June 2019, the Company had been continuously communicating with CNPC Assets Management Group regarding the portfolio and terms of potential trust transactions but could not reach consensus on some principal terms such as the scale of assets, the duration of the entrustment and management direction under such actively managed trusts. Recently, CNPC Assets Management Group has expressed their interests in the actively managed trusts of the Company based on their recent needs and business development. In particular, the Company and CNPC Assets Management Group are in the process of negotiating certain trust schemes involving management of trust assets with a maximum amount of around RMB3.0 billion. CNPC Assets Management Group is going through their internal procedures and completing relevant regulatory filings for entering into the relevant agreements for such trust schemes and the Company expects that such agreements will be signed in or around early 2020;
the expected business growth of CNPC Assets Management Group in the future and the increase in the scale of its assets that can be entrusted for investment. According to the annual reports of CNPC Capital (the parent company of CNPC Assets Management) published for the past three years: (i) the consolidated total assets of CNPC Capital and its subsidiaries (the "CNPC Capital Group") amounted to approximately RMB775.3 billion, RMB865.7 billion and RMB891.4 billion as at 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 7.2%; and (ii) the revenue of CNPC Capital Group amounted to approximately RMB28.8 billion, RMB29.3 billion and RMB33.9 billion for the years ended 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 8.5%. As such, the Directors are of the view that (i) the business of CNPC Capital Group will continue to grow in the future; and (ii) in line with the business growth of the CNPC Capital Group, it is expected that the scale of assets to be entrusted for investment by CNPC Assets Management Group will increase in the future;

- 5 -

LETTER FROM THE BOARD

CNPC Assets Management issued a confirmation to the Company which estimated that the transaction amounts of trust transactions to be conducted with the Company will be no less than RMB3.5 billion, RMB4.0 billion and RMB4.5 billion for the years ending 31 December 2020, 2021 and 2022, respectively. Such confirmation is based on the trust schemes involving management of trust assets with a maximum amount of around RMB3.0 billion recently negotiated between CNPC Assets Management and the Company, as well as a buffer amount reserved for potential trust transactions after considering its potential business growth and needs. The outstanding balance of the trust assets will roll over in the next three years;
the actual trustee's remuneration to be received by the Company as trustee for the management of trust assets and the maximum of the proposed annual caps set for outstanding balance of the assets and funds to be entrusted thereunder only accounted for approximately 2% of the total amount of the AUM of the Company as at 31 December 2018 and 30 June 2019, respectively; and
the expected growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability and the increase in the trustee's remuneration. For its trust business, the Company plans to consolidate traditional competitive business, ensure steady sources of profits and continuously improve its active management capability, in particular, the Company will further explore innovative products development, launch cash management products and cultivate more product lines of the Company, so as to satisfy clients' demands for investing with idle funds. The total amount of the AUM of actively managed trusts of the Company had increased at a CAGR of approximately 31.0% from 2015 to 2018. Based on this growth trend, the Directors expect that the total amount of the AUM of actively managed trusts of the Company will continue to grow for the next three years.

Reasons and benefits for the transactions

CNPC Assets Management is an indirect subsidiary of China National Petroleum Corporation (中國石油天然氣集團有限公司), and serves as the investment platform for the group of China National Petroleum Corporation. It is principally engaged in investment and asset management, with total assets of RMB31.6 billion and net assets of RMB16.4 billion as at the end of 2018. CNPC Assets Management and its associates have strong capital strength and demand for assets and wealth management.

- 6 -

LETTER FROM THE BOARD

Being a trust company regulated by the CBIRC, the Company provides diversified trust, assets management and wealth management products and services to clients to meet their multi- tiered wealth management needs. As such, the Company is able to provide trust management services that cater to CNPC Assets Management's needs, and at the same time, the Company can earn a certain amount of trustee's remuneration at terms no less favourable than those offered to independent third parties. Further, the Company and CNPC Assets Management are in the process of negotiating certain trust scheme involving management of trust assets with a maximum balance of approximately RMB3.0 billion. Therefore, entering into the CNPC Assets Management Trust Framework Agreement is in line with the actual needs for the operation and development of the Company's principal business.

Given transactions to be contemplated under the CNPC Assets Management Trust Framework Agreement are in the ordinary and usual course of business of the Company and are under normal commercial terms, the Directors (including the independent non-executive Directors) are of the view that the terms of the CNPC Assets Management Trust Framework Agreement and the proposed annual caps set out in this circular are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

2. Lucion Group Trust Framework Agreement

The summary of the principal terms of the Lucion Group Trust Framework Agreement is set forth below:

Date:	26 August 2019
Parties:	(i)	the Company (as the trustee); and
	(ii) Lucion Group (for itself and on behalf of its associates) (as
		the trustor client(s)).
Description of	In the ordinary course of business, the Company accepts
the transactions:	entrustment of funds and property from Lucion Group and its
	associates. Through establishment of different trusts, the Company
	manages the entrusted funds and assets for Lucion Group and its
	associates during the terms of the trusts. In return, the Company
	receives trustee's remuneration from various trusts that the
	Company established for Lucion Group and its associates. Subject
	to the terms and conditions of the Lucion Group Trust Framework
	Agreement, the Company will enter into specific trust contracts
	separately with relevant trustor clients to set out the specific terms
	and conditions in respect of trust transactions.

- 7 -

LETTER FROM THE BOARD

Pricing Policy:	•	the trustee's remuneration shall be determined with
		reference to the trust AUM and investment return on the
		trust assets (the trustee's remuneration rate (annualised) of
		the existing trusts managed by the Company ranges from
		approximately 0.1% to 5.0%);
	•	the level of the trustee's remuneration may be varied
		depending on the actual scope of services the Company
		will provide under the relevant trust as well as the expected
		return to beneficiaries of the trusts, but in any event shall
		be in line with market price for similar products;
	•	in respect of the individual trusts which are based on one-
		on-one engagement and involve only Lucion Group or any
		of its associates as the only trustor, the Company shall take
		into consideration the terms of at least two other individual
		trusts of similar purpose with similar kind of entrusted
		assets involving independent third parties as trustor clients
		before the Company approves the establishment of the trust
		for Lucion Group or any of its associates. The terms of any
		trusts established for Lucion Group or any its associates,
		in particular the trustee's remuneration rate, shall be
		comparable to those trusts of which independent third
		parties are trustors; and
	•	in respect of the collective trusts which the Company
		manages and disposes of the assets entrusted by all trustors
		as a whole irrespective of the identities of the trustors, the
		Company ensures that no preferential treatment will be
		provided to Lucion Group and its associates in terms of the
		verification and selection process of the potential trustors
		for the investment in the collective trusts. The trust contract
		to be entered into by Lucion Group and its associates shall
		be on the terms same as that of trustors who are independent
		third parties investing in the same collective trust.

- 8 -

LETTER FROM THE BOARD

Historical figures, existing annual caps and proposed annual caps

The following table sets out the historical figures and the existing annual caps under the Existing Lucion Group Trust Framework Agreement and the proposed annual caps under the Lucion Group Trust Framework Agreement:

	As at/for the year ended 31 December			As at/for the year ending 31 December
					Historical
					amount	Existing
					as at/for the	annual cap
					six months	for the year
	2017	2017	2018	2018	ended	ending	2020	2021	2022
	Historical	Existing	Historical	Existing	30 June	31 December	Proposed	Proposed	Proposed
	amount	annual cap	amount	annual cap	2019	2019	annual cap	annual cap	annual cap
	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)
					(Unaudited)
Trustee's remuneration
received/to be received
from the trusts of which
Lucion Group and/or its
associates are trustors	87,732	123,000	41,780	184,500	7,173	221,400	130,000	150,000	170,000
Maximum outstanding balance
of the assets and funds
entrusted/to be entrusted
by Lucion Group and/or its
associates	4,002,405	10,000,000	3,456,894	15,000,000	3,787,954	18,000,000	6,500,000	7,500,000	8,500,000

The proposed annual caps under the Lucion Group Trust Framework Agreement have been determined after taking into consideration of the following factors, among other things:

the recent discussions and negotiations between the Company and Lucion Group and/ or its associates regarding potential trust transactions. During the period from the Listing and up to 30 June 2019, the historical amounts under the Existing Lucion Group Trust Framework Agreement were lower than expected because Lucion Group had made some adjustments to its assets management plan based on its overall financial condition, needs for assets management, the then market condition and cash flow for daily operation. In September 2019, the Company entered into a trust contract with an associate of Lucion Group, which involves a maximum amount of trust assets of RMB3.0 billion for an entrustment period of three years. The Company is in the process of negotiating a trust contract with associate(s) of Lucion Group to manage

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LETTER FROM THE BOARD

trust assets with a maximum amount of approximately RMB200 million and the Company expects that the relevant agreement will be signed by end of 2019;

the expected business growth of Lucion Group and its associates and the scale of assets that can be entrusted for investment in the future. According to the financial information published by Lucion Group in the past three years, (i) its total assets amounted to approximately RMB52.5 billion, RMB69.8 billion and RMB79.5 billion as at 31 December 2016, 2017 and 2018 respectively, representing a CAGR of approximately 23.1%; and (ii) its revenue amounted to approximately RMB6.2 billion, RMB9.2 billion and RMB12.1 billion for the years ended 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 39.7%. As such, the Directors are of the view that (i) the business of Lucion Group will continue to grow in the future; and (ii) in line with the business growth of Lucion Group, it is expected that the scale of assets to be entrusted for investment by Lucion Group will increase in the future;
Lucion Group issued a confirmation to the Company, which estimated that the transaction amounts of trust transactions to be conducted with the Company will be no less than RMB6.0 billion, RMB7.0 billion and RMB8.0 billion for the years ending 31 December 2020, 2021 and 2022, respectively. Such confirmation is based on the trust contract recently entered into by an associate of Lucion Group and the Company involving a maximum amount of trust assets of RMB3.0 billion for an entrustment period of three years and the trust contract recently negotiated between an associate of Lucion Group and the Company involving trust assets with a maximum amount of approximately RMB200 million, as well as a buffer amount reserved for potential trust transactions after considering its potential business growth and needs. The existing outstanding balance of the trust assets will roll over from 2019 and the upcoming outstanding balance will roll over in the next three years;
the development plan of Lucion Group. According to the report published by Lucion Group in early 2019, which is publicly available, it will accelerate its business development in several sectors, such as culture, tourism and infrastructure industry. Given that the Company will proactively and steadily develop its trust business in infrastructure industry, and enhance its support for the "ten major industries" in Shandong Province, including culture and tourism industry, the Company expects that there will be more business cooperation with Lucion Group in the above sector in the future, including but not limited to investment in the form of trust;

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LETTER FROM THE BOARD

the actual trustee's remuneration to be received by the Company as trustee for the management of trust assets and the maximum of the proposed annual caps set for the outstanding balance of the assets and funds to be entrusted thereunder only accounted for approximately 3.7% and 3.4% of the total amount of the AUM of the Company as at 31 December 2018 and 30 June 2019, respectively; and
the expected growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability, the increase in the trustee's remuneration, and the trust business development plan as disclosed above.

Reasons and benefits for the transactions

Lucion Group is an investment and financing entity and assets management platform in Shandong Province, with total consolidated assets of RMB79.4 billion and net assets of RMB30.1 billion as at the end of 2018. Lucion Group and its associates have strong capital strength and demand for assets and wealth management.

Being a trust company regulated by the CBIRC, the Company provides diversified assets management and wealth management products and services to clients to meet their multi- tiered wealth management needs. As such, the Company is able to provide trust management services that cater to Lucion Group's needs, and at the same time, the Company can earn a certain amount of trustee's remuneration at terms no less favourable to the Company than those offered to an independent third party. Further, the Company entered into a trust contract with an associate of Lucion Group, which involves a maximum amount of RMB3.0 billion in September 2019, and the Company is in the process of negotiating a trust contract with an associate of Lucion Group to manage trust assets with a maximum amount of approximately RMB200 million and the Company expects that the relevant agreement will be signed by end of 2019. Therefore, entering into the Lucion Group Trust Framework Agreement is in line with the actual needs for the operation and development of the Company's principal business.

Given transactions to be contemplated under the Lucion Group Trust Framework Agreement are in the ordinary and usual course of business of the Company, and are under normal commercial term, the Directors (including the independent non-executive Directors) are of the view that the terms of the Lucion Group Trust Framework Agreement and the proposed annual caps set out in this circular are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

3. Lucion Group Trust Financing Framework Agreement

The summary of the principal terms of the Lucion Group Trust Financing Framework Agreement is set forth below:

Date:	26 August 2019
Parties:	(i)	the Company (as the trustee); and
	(ii) Lucion Group (for itself and on behalf of its associates) (as
		the financing client(s)).
Description of	Lucion Group and/or its associates may from time to time seek
the transactions:	funding from the trusts administered or managed by the Company
	and in the ordinary course of business, and the Company in its
	capacity as trustee will enter into loan or financing agreements
	with Lucion Group and/or its associates. Interest payment and
	financing fees to be paid by Lucion Group and its associates
	in respect of the above loan and financing transactions will be
	received by the trusts and will form part of the trust assets. Such
	loan and financing transactions do not generate any income
	for the Company as trustee directly. Instead, the Company will
	receive trustee's remuneration out of the trust assets which grow
	as a result of the above loan and financing transactions. Subject
	to the terms and conditions of the Lucion Group Trust Financing
	Framework Agreement, the Company will enter into specific
	financing contracts separately with relevant financing clients to
	set out the specific terms and conditions in respect of loan and
	financing transactions.
Pricing Policy:	•	the pricing policy is subject to guidelines set by the PBOC,
		if applicable;

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LETTER FROM THE BOARD

the interest rates charged on the loans to be extended to Lucion Group and its associates shall be comparable and shall be (i) not lower than the loan interest rates prescribed by the PBOC for loans with the same term and of the same time, subject to the relevant regulatory requirements; (ii) not lower than the interest rates offered to Lucion Group and its associates by the major commercial banks in the PRC for loans with the same term and of the same type; and
1. not lower than the interest rates offered to the other financing clients of the Company whom are independent third parties in respect of loans with the same term extended from the Company's trusts within the preceding three calendar months; and
the trustee's remuneration to be received from the trusts providing financing or loans to Lucion Group and its associates shall be negotiated and agreed separately and independently between the Company and the relevant trustors.

Historical figures, existing annual caps and proposed annual caps

The following table sets out the historical figures and the existing annual caps under the Existing Lucion Group Trust Financing Framework Agreement and the proposed annual caps under the Lucion Group Trust Financing Framework Agreement:

	As at/for the year ended 31 December			As at/for the year ending 31 December
					Historical	Existing
					amount	annual cap
					as at/for the	for the year
	2017	2017	2018	2018	six months	ending	2020	2021	2022
	Historical	Existing	Historical	Existing	ended 30	31 December	Proposed	Proposed	Proposed
	amount	annual cap	amount	annual cap	June 2019	2019	annual cap	annual cap	annual cap
	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)
					(Unaudited)
Trustee's remuneration
received/to be received
from the trusts providing
financing to Lucion Group
and its associates	37,477	60,000	15,441	80,000	4,472	96,000	48,000	52,000	56,000

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LETTER FROM THE BOARD

	As at/for the year ended 31 December			As at/for the year ending 31 December
					Historical	Existing
					amount	annual cap
					as at/for the	for the year
	2017	2017	2018	2018	six months	ending	2020	2021	2022
	Historical	Existing	Historical	Existing	ended 30	31 December	Proposed	Proposed	Proposed
	amount	annual cap	amount	annual cap	June 2019	2019	annual cap	annual cap	annual cap
	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)	(RMB'000)
					(Unaudited)
Outstanding balance
(including interests
accrued thereon) of
the loans or financing
extended/to be extended
to Lucion Group and/or its
associates	9,263,415	15,000,000	4,933,360	20,000,000	4,250,223	24,000,000	12,000,000	13,000,000	14,000,000

The proposed annual caps under the Lucion Group Trust Financing Framework Agreement have been determined after taking into consideration of the following factors, among other things:

Notwithstanding the historical transaction amounts during the period from the Listing and up to 30 June 2019 were lower than expected due to adjustments made by Lucion Group to its financing plan based on its overall financial condition, financial costs and cash flow for daily operation, the outstanding balances of the loans extended to Lucion Group and its associates still reached RMB10.3 billion and RMB9.2 billion as at 31 December 2016 and 2017, respectively;
the future financing plans and preferential financing methods of Lucion Group. Lucion Group's businesses cover different industries such as culture and media, tourism, infrastructure, real estate, energy and technologies. Therefore, Lucion Group will continue to procure loans or financing from the trusts managed by the Company in support of the growth and development of its businesses. Under this circumstance, the Company expects that Lucion Group's total financing needs will also increase in the future. It is also supported by the confirmation provided to the Company by Lucion Group, pursuant to which Lucion Group estimated that the transaction amounts of loan and financing transactions to be conducted with the Company will be no less than RMB11.0 billion, RMB12.0 billion and RMB13.0 billion for the years ending 31 December 2020, 2021 and 2022, respectively;

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LETTER FROM THE BOARD

the actual trustee's remuneration to be received by the Company as trustee for the management of trust assets; and
the expected growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability and the increase in the trustee's remuneration and the trust business development plan as disclosed above.

Reasons and benefits for the transactions

As one of the important subsidiaries engaging in trust asset management and financial services of Lucion Group, the Company can provide financing services to Lucion Group, and at the same time, the Company can earn a certain amount of trustee's remuneration, at terms no less favourable than those offered to independent third parties.

Given transactions to be contemplated under the Lucion Group Trust Financing Framework Agreement are in the ordinary and usual course of business of the Company and are under normal commercial terms, the Directors (including the independent non-executive Directors) are of the view that the terms of the Lucion Group Trust Financing Framework Agreement and the proposed annual caps set out in this circular are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

4. Internal Control

The Group has implemented internal control procedures and policies on connected transactions to monitor connected transactions and to ensure that all connected transactions are entered into in accordance with pricing policies, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

The Company has prepared and implemented the Methods for Management of Related Party Transactions (關聯交易管理辦法) which sets out, among other things, the relevant requirements for and identification of connected transactions, the responsibilities of relevant departments in the conduct and management of connected transactions, reporting procedures and ongoing monitoring, with a view to ensuring compliance of the Company with applicable laws and regulations (including the Listing Rules) in relation to connected transactions.

The trust business departments of the Company (the "Trust Business Departments") shall prepare relevant supporting documents for the continuing connected transactions, including trust contracts and loan and financing contracts, and the risk control departments of the Company will conduct preliminary review on the formalities of such documents.

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LETTER FROM THE BOARD

After such preliminary review, relevant transaction documents are still subject to further review and approval by various departments of the Company. If the relevant trust involved is a collective trust, the draft of the contract and terms of such transaction will be reviewed and approved by the trust business review committee, the vice general manager responsible for relevant trust business, the general manager's office meeting and business decision committee of the Board in order; if the relevant trust involved is an individual trust, it will be reviewed and approved by the legal and compliance department, the chief risk officer and the vice general manager responsible for relevant trust business in order. The above departments will review relevant contracts and terms of transactions to ensure they are not favourable than the terms offered to any independent third parties and the transaction amount does not exceed the relevant annual caps.

The finance department and securities affair department of the Company will closely monitor connected transactions to ensure that they are conducted in accordance with the terms of the relevant agreements on connected transaction, and will also monitor the remuneration receivable under the Renewed Framework Agreements from time to time so as to ensure that the remuneration receivable will not exceed the proposed annual caps for each financial year. The Company will set an alert amount when the amount is about to reach the total annual cap, in case that the total remuneration receivable is expected to exceed such annual caps, so that the Company could timely re-comply with the requirements under Chapter 14A of the Listing Rules.

In addition, the external auditors of the Company will review the transactions contemplated under the Renewed Framework Agreements annually to check and confirm that, among others, whether the transactions are entered into on the pricing terms and the relevant annual caps have been exceeded.

The Directors consider that the Company has established adequate internal control measures to ensure that the transactions under the Existing Framework Agreements and the Renewed Framework Agreements are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

5. Information of the Company and Connected Parties

The Company is an integrated financial service institution with the major business of financing trust, investment trust and administrative management trusts with various investment forms including loan, equity investment, asset securitisation, income right securitisation and financial leasing. The Company offers trust products that can satisfy a variety of wealth management needs of its investing clients, including those invest in money market products, fixed-income products and equity products as well as combinations thereof. The Company can also design trust product that are tailor-made to fit its investing client's particular wealth management needs.

16 -

LETTER FROM THE BOARD

Lucion Group is a limited liability company established in the PRC and an investment holding company, which is principally engaged in financial and industrial investment, asset management services, investment consultancy services and property and hotel management.

CNPC Assets Management is a limited liability company established in the PRC and principally engaged in investment and asset management.

6. Listing Rules Implications

As at the Latest Practicable Date, since CNPC Assets Management is a Substantial Shareholder of the Company holding approximately 18.75% of the total issued shares of the Company and Lucion Group is the Controlling Shareholder of the Company holding approximately 47.12% of the total issued Shares of the Company, both of them are therefore connected persons of the Company and the transactions to be contemplated under the Renewed Framework Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (other than profits ratio) (as defined under the Listing Rules) in respect of the respective highest annual caps of the transactions to be contemplated under the (i) CNPC Assets Management Trust Framework Agreement;

Lucion Group Trust Framework Agreements; and (iii) Lucion Group Trust Financing Framework Agreement exceeds 5%, the transactions to be contemplated thereunder are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, none of the Directors has any material interest in the Renewed Framework Agreements. But, (i) Mr. Wan Zhong (an executive Director) and Mr. Jin Tongshui (a non-executive Director), have voluntarily abstained from voting on the relevant Board resolutions approving the Lucion Group Trust Framework Agreement and the Lucion Group Trust Financing Framework Agreement, for the reason that they also serve positions in Lucion Group and/or its associates; and (ii) Mr. Xiao Hua (a non-executive Director), has voluntarily abstained from voting on the relevant Board resolutions approving the CNPC Assets Management Trust Framework Agreement for the reason that he also serves position in CNPC Assets Management.

CNPC Assets Management and its associates have material interests in the transactions to be contemplated under the CNPC Assets Management Trust Framework Agreement, and Lucion Group and its associates have material interests in the transactions to be contemplated under the Lucion Group Trust Framework Agreement and the Lucion Group Trust Financing Framework Agreement. Therefore, CNPC Assets Management and its associates are required to abstain from voting on the resolution proposed for approving the CNPC Assets

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LETTER FROM THE BOARD

Management Trust Framework Agreement, and Lucion Group and its associates are required to abstain from voting on the resolutions proposed for approving the Lucion Group Trust Framework Agreement and the Lucion Group Trust Financing Framework Agreement at the EGM.

Independent Board Committee
The Independent Board Committee has been formed by the Company to consider, and to advise the Independent Shareholders of the Company on, the terms of the Renewed Framework Agreements and their proposed annual caps. The Company has appointed Gram Capital to make recommendations to the Independent Board Committee and the Independent Shareholders of the Company on the terms of the Renewed Framework Agreements and their proposed annual caps. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 24 to 25 of this circular. The letter from the Independent Board Committee to the Independent Shareholders contains its recommendation on the Renewed Framework Agreements and their proposed annual caps.
Having considered the appropriate internal control procedures in place and the pricing policies with respect to the Renewed Framework Agreements, the methods and procedures established by the Company to ensure the strict compliance with the pricing policies and that the transactions contemplated thereunder Renewed Framework Agreements will be conducted in the ordinary and usual course of business and on normal commercial terms, the independent non-executive Directors are of the view that the Renewed Framework Agreements and their proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Independent Financial Adviser
The Company has appointed Gram Capital as the Independent Financial Adviser for providing advice to the Independent Board Committee and the Independent Shareholders on whether the terms of Renewed Framework Agreements and their proposed annual caps are fair and reasonable, and whether they are in the interests of the Company and the Shareholders as a whole. A letter form Gram Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 54 of this circular. The letter from Gram Capital to the Independent Board Committee and the Independent Shareholders contains factors they have considered and their recommendations on the Renewed Framework Agreements and their proposed annual caps.

- 18 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company proposed, in accordance with the amendments to regulations on repurchase of company's share in Article 142 of the PRC Company Law, which was reviewed and approved at the sixth meeting of the Standing Committee of the 13th National People's Congress, and the actual situations of the Company, to amend the contents of the Articles of Association regarding shares repurchase, including supplementing situations where share repurchase of the Company is allowed in accordance with the PRC Company Law, and make corresponding amendments to the duties and responsibilities of the General Meeting and the Board of Directors for shares repurchase in the Articles of Association.
The Company would like to draw attention of the Shareholders that the amendments to relevant articles regarding share repurchase and treasury shares are made in accordance with relevant requirements under the PRC laws and regulations and will not apply to the repurchase of H Shares. In addition, the Company undertakes to comply with all relevant laws and regulations (including the Listing Rules) in conducting repurchase of the domestic shares and/or H shares.
The Company also proposed that, in order to optimise the composition of the Board, the number of Board seats specified in the Articles of Association be increased from 7 to 9.
The above are collectively referred to as "Proposed Amendments to the Articles of Association".

Details of the Proposed Amendments to the Articles of Association are set out in the Appendix II to this circular. The Articles of Association are written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only, and in case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail. The Proposed Amendments to the Articles of Association will be subject to Shareholders' approval at the EGM by way of a special resolution and then approval by the Shandong Office of CBIRC. It is also proposed that the Board shall be authorised by the EGM to amend the Articles of Association in accordance with comments from the Shandong Office of CBIRC.

IV. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING

Based on the Proposed Amendments to the Articles of Association, the Company proposes to amend correspondingly the terms of the Procedural Rules for the General Meeting regarding the duties and responsibilities of the General Meeting for share repurchase ("Proposed Amendments to the Procedural Rules for the General Meeting").

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LETTER FROM THE BOARD

Details of the Proposed Amendments to the Procedural Rules for the General Meeting are set out in the Appendix III to this circular. The Procedural Rules for the General Meeting are written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only, and in case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail. The Proposed Amendments to the Procedural Rules for the General Meeting will be subject to Shareholders' approval at the EGM by way of a special resolution and then become effective upon approval of the Proposed Amendments to the Articles of Association by the Shangdong Office of CBIRC.

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS
Based on the Proposed Amendments to the Articles of Association, the Company proposes to amend correspondingly the terms of the Procedural Rules for the Board of Directors regarding the duties and responsibilities of the Board of Directors for share repurchase and Board seat of the Board ("Proposed Amendments to the Procedural Rules for the Board of Directors").

Details of the Proposed Amendments to the Procedural Rules for the Board of Directors are set out in the Appendix IV to this circular. The Procedural Rules for the Board of Directors are written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only, and in case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail. The Proposed Amendments to the Procedural Rules for the Board of Directors will be subject to Shareholders' approval at the EGM by way of a special resolution and then become effective upon approval of the Proposed Amendments to the Articles of Association by the Shangdong Office of CBIRC.

VI. APPOINTMENT OF NON-EXECUTIVE DIRECTOR

As considered and approved by the Board, subject to the consideration and approval of the resolution in relation to the Proposed Amendments to the Articles of Association at the EGM and the approval of the Shangdong Office of CBIRC, Ms. Wang Bailing ("Ms. Wang") has been nominated as the non-executive Director of the Company ("Appointment of Non-executiveDirector"). Such appointment is still subject to the consideration and approval by Shareholders' at the EGM and the approval of the Shandong Office of CBIRC.

The term of office of Ms. Wang shall be the same as the second session of the Board of the Company, commencing from the date on which the Shandong Office of CBIRC approves her qualification as a Director.

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LETTER FROM THE BOARD

As at the date of this circular, Ms. Wang did not hold any shares in the Company. The remuneration standard will be implemented in accordance with the remuneration management provisions of the Directors. The Company will disclose the remuneration to be paid to the Directors in its annual report.

Set out below are the biographical details of Ms. Wang:

Ms. Wang Bailing, aged 41, currently serves as vice head of Financial Management Department of Jinan Finance Holding Group Co., Ltd (濟南金融控股集團有限公司), director and general manager of Quancheng International Finance Holding Co., Ltd. (全程國際金融控股有限公司) and director and general manager of Jinan Cultural Industry Investment Co., Ltd. (濟南文化產業投資有限公

司), mainly responsible for investment banking and international business. Ms. Wang has held positions in Jinan Finance Holding Group Co., Ltd since September 2017, and served as vice head

of Financial Management Department from January 2018 to November 2018. She served as director and general manager of Jinan Financial Holding Mortgage Co., Limited (濟南金控典當有限公司) from April 2018 to July 2019. From August 2002 to August 2017, Ms. Wang successively served as an auctioneer and assistant to the general manager of Shandong Saide Auction Co., Ltd. (山東賽得拍賣有限公司), mainly responsible for due diligence of non-performing assets and auctioneering; an editorial journalist of the "Qi lu Yicai Financial News" 《( 齊魯第一財經》); general manager of the Legal Department of National Agricultural Lease Co., Ltd. (國農租賃有限公司); general manager of Shandong Lesheng Asset Management Co., Ltd. (山東樂晟資產管理有限公司); and as secretary to the office of the board of directors of Shandong Huizhong New Finance Development Co., Ltd. (山東惠眾新金融發展股份有限公司). Ms. Wang Bailing obtained a master's degree in law from Yantai University.

Ms. Wang neither hold any directorship in any listed company other than the Company nor hold any positions in the group members of the Company in the past three years. Save as disclosed above, Ms. Wang has no relationship with any other Directors, Supervisors, senior management, Substantial Shareholders or controlling shareholders of the Company. Ms. Wang has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, there is no other information relating to the appointment of Ms. Wang that needs to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and there is no other matter that needs to be brought to the attention of the Shareholders.

VII. EGM

In respect of the EGM to be held at Block B, Yinfeng Fortune Plaza, 1 Longao West Road, Jinan, the PRC on Thursday, 28 November 2019 at 10:00 a.m., a notice convening the EGM is set out on pages 70 to 73 of this circular.

- 21 -

LETTER FROM THE BOARD

The holders of H Shares and domestic Shares whose names appear on the registers of the members of the Company on Thursday, 28 November 2019 are entitled to attend and vote at the EGM. The registers of members of the Company will be closed from Tuesday, 29 October 2019 to Thursday, 28 November 2019 (both days inclusive), during which no transfer of Shares can be registered. All transfer documents together with the relevant share certificates must be lodged for registration with the Company's Hong Kong branch 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) or the Company's registered office at No. 166 Jiefang Road, Lixia District, Jinan, Shandong Province, the PRC (for holders of domestic Shares) not later than 4:30 p.m. on Monday, 28 October 2019.

A reply slip and a proxy form for use at the EGM are enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sitic.com.cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon no less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion, signing and return of the proxy form will not preclude you from attending and voting in person at the EGM. Shareholders who intend to attend the meeting in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed thereon on or before Friday, 8 November 2019.

VIII. RECOMMENDATION

The Directors (including the independent non-executive Directors whose recommendation is contained in the Letter from the Independent Board Committee of this circular) are of the view that transactions to be conducted under the Renewed Framework Agreements are within the ordinary and usual course of business of the Company, and the terms of the Renewed Framework Agreements and their proposed annual caps are fair and reasonable and are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the Renewed Framework Agreements, their proposed annual caps and the ordinary resolutions of the transactions contemplated under the Renewed Framework Agreements to be proposed at the EGM.

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LETTER FROM THE BOARD

IX. OTHER INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 24 and 25 of this circular which contains its recommendation to the Independent Shareholders on the Renewed Framework Agreements and their proposed annual caps; and (ii) the letter from the Independent Financial Adviser set out on pages 26 to 54 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Renewed Framework Agreements and their proposed annual caps and the principal factors and reasons considered by Gram Capital in arriving at its advice.

Your attention is also drawn to the other information set out in the appendix to this circular.

Yours faithfully

By order of the Board

Shandong International Trust Co., Ltd.

Wan Zhong

Chairperson

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Renewed Framework Agreements.

Shandong International Trust Co., Ltd.

山東省國際信託股份有限公司

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

(Stock Code: 1697)

14 October 2019

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION

We refer to the circular of the Company (the "Circular") dated 14 October 2019 of which this letter forms part. Terms defined in the Circular have the same meanings when used in this letter, unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the terms of the Renewed Framework Agreements and their proposed annual caps, and to give recommendation to the Independent Shareholders as to whether, in our opinion, the terms of the Renewed Framework Agreements and their proposed annual caps are fair and reasonable and on normal commercial terms so far as the Independent Shareholders are concerned and whether the Renewed Framework Agreements and their proposed annual caps are in the interests of the Company and its Shareholders as a whole. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Renewed Framework Agreements and their proposed annual caps.

We wish to draw your attention to the letter from the Board set out in the section of Letter from the Board in the Circular which contains, among other things, information about the Renewed Framework Agreements and their proposed annual caps, and the letter of advice from Gram Capital set out in the section of Letter from Gram Capital in the Circular which contains its advice in respect of the terms of the Renewed Framework Agreements and their proposed annual caps.

- 24 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taking into account the advice from Gram Capital, we consider the terms of the Renewed Framework Agreements and their proposed annual caps are fair and reasonable on normal commercial terms and in the ordinary and usual course of business of the Company so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Renewed Framework Agreements, their proposed annual caps and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of

Independent Board Committee

Mr. YEN Huai-chiang	Mr. DING Huiping	Ms. MENG Rujing
Independent non-executive	Independent non-executive	Independent non-executive
Director	Director	Director

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LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Transactions for the purpose of inclusion in this circular.

Room 1209, 12/F.

Nan Fung Tower

88 Connaught Road Central/

173 Des Voeux Road Central

Hong Kong

14 October 2019

To: The independent board committee and the independent shareholders of Shandong International Trust Co., Ltd.

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS

(1)RENEWAL OF THE CNPC ASSETS MANAGEMENT TRUST FRAMEWORK AGREEMENT;

(2)RENEWAL OF THE LUCION GROUP TRUST FRAMEWORK AGREEMENT; AND

(3)RENEWAL OF THE LUCION GROUP TRUST FINANCING FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Renewed Framework Agreements and the transactions contemplated thereunder (the "Transactions"), details of which are set out in the letter from the Board (the "Board Letter") contained in the circular dated 14 October 2019 issued by the Company to the Shareholders (the "Circular"), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

With reference to the Board Letter, the Company entered into the Renewed Framework Agreements with CNPC Assets Management and Lucion Group respectively on 26 August 2019 to renew the Existing Framework Agreements.

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LETTER FROM GRAM CAPITAL

With reference to the Board Letter, CNPC Assets Management is a Substantial Shareholder, Lucion Group is a Controlling Shareholder and their respective associates are therefore connected persons of the Company. Therefore, the Transactions constitute continuing connected transactions of the Company and are subject to the reporting, annual review, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising Mr. Yen Huai-chiang, Mr. Ding Huiping and Ms. Meng Rujing (all being independent non-executive Directors) has been formed by the Company to consider, and to advise the Independent Shareholders on (i) whether the terms of the Renewed Framework Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Transactions are in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Group; and (iii) how the Independent Shareholders should vote in respect of the resolutions to approve the Renewed Framework Agreements and the Transactions at the EGM. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors' representation and confirmation that there is no undisclosed private agreement/arrangement or implied understanding with anyone concerning the Transactions. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.

The Circular, for which the Directors collectively and individually accept full responsibility, includes the particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 herein or the Circular misleading.

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LETTER FROM GRAM CAPITAL

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Group, CNPC Assets Management and Lucion Group or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Transactions. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Transactions, we have taken into consideration the following principal factors and reasons:

Information on the Group

With reference to the Board Letter, the Company is an integrated financial service institution with the major businesses of financing trust, investment trust and administrative management trusts with various investment forms including loan, equity investment, asset securitisation, income right securitisation and financial leasing.

With reference to the Company's annual report for the year ended 31 December 2018 (the "2018 Annual Report"), the Company's business segments are (i) trust business; and (ii) proprietary business. Trust business is the Company's principal business. As the trustee, the Company accepts entrustment of funds and/or property from its trustor clients and manages such entrusted funds and/or property to satisfy its trustor clients' investment and wealth management needs, as well as its counterparty clients' financing needs. The Company's proprietary business focuses on allocating its proprietary assets into different asset classes and investing in businesses with strategic value to its trust business in order to maintain and increase the value of its proprietary assets.

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LETTER FROM GRAM CAPITAL

Set out below are the consolidated financial information of the Company for the two years ended 31 December 2018 and the six months ended 30 June 2019 (with comparative figures of 2018) as extracted from the 2018 Annual Report and the Company's interim report for the six months ended 30 June 2019 (the "2019 Interim Report"):

	For the year ended	For the year ended	Year-on-
	31 December 2018	31 December 2017	year change
	(audited)	(audited)
	RMB'000	RMB'000	%
Operating income	1,694,506	1,647,897	2.83
Trust business	943,651	1,134,147	(16.80)
Proprietary business	750,855	513,750	46.15
Net profit attributable to Shareholders	872,248	894,805	(2.52)
	For the six months	For the six months	Year-on-
	ended 30 June 2019	ended 30 June 2018	year change
	(unaudited)	(unaudited)
	RMB'000	RMB'000	%
Operating income	858,015	951,029	(9.78)
Trust business	477,558	447,390	6.74
Proprietary business	380,457	503,639	(24.46)
Net profit attributable to Shareholders	328,282	426,391	(23.01)

With reference to the 2018 Annual Report and as advised by the Directors, in 2018, facing severe challenges including economic slowdown, deleveraging in the financial industry and intense competition for asset management market, the Company adhered to the high-quality development strategy, conducted in-depth analysis of regulatory policies and market trends and adopted effective measures to withstand complicated changes from the external environment, therefore achieving an operating income of approximately RMB1,694.51 million for the year ended 31 December 2018 ("FY2018"), representing an increase of approximately 2.83% as compared to that for the year ended 31 December 2017 ("FY2017"). Meanwhile, the net profit attributable to shareholders of the Company was approximately RMB872.25 million, representing a decrease of approximately 2.52% as compared to that for FY2017.

With reference to the 2018 Annual Report, the decrease in segment income from trust business in FY2018 as compared to FY2017 was mainly due to a decrease in the Group's fee and commission income. The increase in segment income from proprietary business in FY2018 as compared to FY2017 was mainly due to (i) an increase in interest income; (ii) net gains on disposal of associates held by consolidated structured entities.

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LETTER FROM GRAM CAPITAL

As illustrated by the above table, the Group's operating income and net profit attributable to Shareholders for the six months ended 30 June 2019 ("HY2019") decreased by approximately 9.78% and 23.01% as compared to those for the corresponding period in 2018. With reference to the 2019 Interim Report, decrease in net profit attributable to Shareholders was mainly due to the combined influence of a year-on- year decrease in the net gains on disposal of associates held by consolidated structural entities, a year-on- year decrease in interest income and a year-on-year increase in net changes in fair value on financial assets at fair value through profit or loss and investment in associates measured at fair value for HY2019.

With reference to the 2018 Annual Report and as advised by the Directors, the Company's management will work together with all staff to steadfastly fulfil all strategic deployment of the Board, take a market- oriented approach, make serving the real economy as the core, and capital trust, service trust and family trust as the direction, and enhance compliance and trustee culture construction. Equal weight will be given to traditional business and innovative business, which are regarded as "dual engine". While further cultivating the traditional strength, the Company will actively develop new business, explore new mode to build featured trust business, so as to facilitate the returning to original commitment and improve the capability of serving the real economy, strengthen the comprehensive financial and wealth management capability, promote the high-quality development and bring greater benefits to Shareholders and the society.

THE CNPC ASSETS MANAGEMENT TRUST FRAMEWORK AGREEMENT Information on CPNC Assets Management
With reference to the Board Letter, CPNC Assets Management is principally engaged in investment and asset management.
Background of and reasons for the transaction
With reference to the Board Letter, CNPC Assets Management is an indirect subsidiary of China National Petroleum Corporation and serves as the investment platform for the group of China National Petroleum Corporation. It is principally engaged in investment and asset management. CNPC Assets Management has total assets of approximately RMB31.6 billion and net assets of approximately RMB16.4 billion as at the end of 2018. CNPC Assets Management and its associates have strong capital strength and demand for assets and wealth management.

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LETTER FROM GRAM CAPITAL

Being a trust company regulated by the CBIRC, the Company provides diversified trust, assets management and wealth management products and services to clients to meet their multi-tiered wealth management needs. As such, the Company is able to provide trust management services that cater to CNPC Assets Management's needs, and at the same time, the Company can earn a certain amount of trustee's remuneration at terms no less favourable than those offered to independent third parties. Further, the Company and CNPC Assets Management are in the process of negotiating certain trust scheme involving management of trust assets with a maximum balance of approximately RMB3.0 billion. Therefore, entering into the CNPC Assets Management Trust Framework Agreement is in line with the actual needs for the operation and development of the Company's principal business.

Having considered the above and that trust business is the Company's principal business which contributed to approximately 56% of the Group's operating income for FY2018, we concur with the Directors that the transactions contemplated under the CNPC Assets Management Trust Framework Agreement (the "CNPC Trust Transactions") are conducted in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

Principle terms of the CNPC Assets Management Trust Framework Agreement

Date:	26 August 2019
Parties:	The Company (as the trustee); and
	CNPC Assets Management (for itself and on behalf of its associates)
	(as the trustor client(s))
Description of the	In the ordinary course of business, the Company accepts entrustment
transactions:	of funds and assets from its trustor clients. Through establishment
	of different trusts, the Company manages the entrusted funds and
	property for its trustor clients during the terms of the trusts. In return,
	the Company receives trustee's remuneration from various trusts that
	the Company established for the trustor clients. Subject to the terms
	and conditions of the CNPC Assets Management Trust Framework
	Agreement, the Company will enter into specific trust contracts
	separately with relevant trustor clients to set out the specific terms
	and conditions in respect of trust transactions.
Term:	1 January 2020 to 31 December 2022

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LETTER FROM GRAM CAPITAL

Pricing policy (the	(a)	The trustee's remuneration shall be determined with reference
"CNPC Trust Pricing		to the trust AUM and investment return on the trust assets (the
Policy"):		trustee's remuneration rate (annualised) of the existing trusts
		managed by the Company ranges from approximately 0.1% to
		5.0% (the "Trustee's Remuneration Range"));
	(b)	The level of the trustee's remuneration may be varied
		depending on the actual scope of services the Company will
		provide under the relevant trust as well as the expected return
		to beneficiaries of the trusts, but in any event shall be in line
		with market price for similar products;
	(c)	In respect of the individual trusts which are based on one-on-
		one engagement and involve only CNPC Assets Management
		or any of its associates as the sole trustor, the Company shall
		take into consideration the terms of at least two other individual
		trusts of similar purpose with similar kind of entrusted assets
		involving independent third parties as trustor clients before the
		Company approves the establishment of the trust for CNPC
		Assets Management or any of its associates. The terms of any
		trusts established for CNPC Assets Management or any of its
		associates, in particular the trustee's remuneration rate, shall be
		comparable to those trusts of which independent third parties
		are trustors; and
	(d)	In respect of the collective trusts which the Company manages
		and disposes of the assets entrusted by all trustors as a whole
		irrespective of the identities of the trustors, the Company
		shall ensure that no preferential treatment will be provided
		to CNPC Assets Management and its associates in terms of
		the verification and selection process of the potential trustors
		for the investment in the collective trusts. The trust contract
		to be entered into by CNPC Assets Management and its
		associates shall be on the terms same as that of trustors who
		are independent third parties investing in the same collective
		trust.

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LETTER FROM GRAM CAPITAL

We understand that the Group has implemented internal control procedures and policies on connected transactions to monitor connected transactions and to ensure that all connected transactions are entered into in accordance with pricing policies, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. In addition, the Group has in place management measures on project contracts to ensure that all project contracts entered into by the Group are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Details of the Group's internal control are set out under the section headed "Internal Control" of the Board Letter. We consider that the effective implementation of the internal control procedures/ measures would help to ensure fair pricing of the CNPC Trust Transactions according to the CNPC Trust Pricing Policy.

Proposed annual caps

The following table sets out the historical figures, the existing annual caps and the proposed annual caps for the CNPC Trust Transactions (the "CNPC Cap(s)"):

	For the year ended	For the year ended	For the six months
	31 December 2017	31 December 2018	ended 30 June 2019
	RMB'000	RMB'000	RMB'000
Historical figures of trustee's remuneration to
be received from the trusts of which CNPC
Assets Management and its associates are
trustors	nil	nil	nil
	For the year ended	For the year ended	For the year ending
	31 December 2017	31 December 2018	31 December 2019
	RMB'000	RMB'000	RMB'000

Annual caps for trustee's remuneration to be received from the trusts of which CNPC Assets Management and its associates are trustors

54,000	90,000	90,000
For the year ended	For the year ended	For the six months
31 December 2017	31 December 2018	ended 30 June 2019
RMB'000	RMB'000	RMB'000

Historical figures of maximum outstanding
balance of the assets and funds to be
entrusted by CNPC Assets Management and
its associates	nil	nil	nil
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LETTER FROM GRAM CAPITAL

	For the year ended	For the year ended	For the year ending
	31 December 2017	31 December 2018	31 December 2019
	RMB'000	RMB'000	RMB'000
Annual caps for maximum outstanding balance
of the assets and funds entrusted/to be
entrusted by CNPC Assets Management and
its associates	6,000,000	10,000,000	10,000,000
	For the year ending	For the year ending	For the year ending
	31 December 2020	31 December 2021	31 December 2022
	RMB'000	RMB'000	RMB'000
CNPC Caps for trustee's remuneration to be
received from the trusts of which CNPC
Assets Management and its associates are
trustors (the "CNPC Remuneration Caps")	140,000	157,500	175,000
CNPC Caps for maximum outstanding balance
of the assets and funds to be entrusted by
CNPC Assets Management and its associates
(the "CNPC Trust Balance Caps")	4,000,000	4,500,000	5,000,000

With reference to the Board Letter, the CNPC Caps for the three years ending 31 December 2022 were determined by taking into account of the following factors:

The recent discussions and negotiations between the Company and CNPC Assets Management and/or its associates (the "CNPC Assets Management Group") regarding potential trust transactions. During the period from the Listing and up to 30 June 2019, the Company had been continuously communicating with CNPC Assets Management Group regarding the portfolio and terms of potential trust transactions but could not reach consensus on some principal terms such as the scale of assets, the duration of the entrustment and management direction under such actively managed trusts. Recently, CNPC Assets Management Group has expressed their interests in the actively managed trusts of the Company based on their recent needs and business development. In particular, the Company and CNPC Assets Management are in the process of negotiating certain trust schemes involving management of trust assets with a maximum amount of around RMB3.0 billion (the "CNPC Trust Transactions in Negotiation"). CNPC Assets Management Group is going through their internal procedures and completing relevant regulatory filings for entering into the relevant agreements for such trust schemes and the Company expects that such agreements will be signed in or around early 2020.

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LETTER FROM GRAM CAPITAL

The expected business growth of CNPC Assets Management Group in the future and the increase in the scale of its assets that can be entrusted for investment. According to the annual reports of CNPC Capital (the parent company of CNPC Assets Management) published for the past three years, (i) the consolidated total assets of CNPC Capital and its subsidiaries (the "CNPC Capital Group") amounted to approximately RMB775.3 billion, RMB865.7 billion and RMB891.4 billion as at 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 7.2%; and (ii) the revenue of CNPC Capital Group amounted to approximately RMB28.8 billion, RMB29.3 billion and RMB33.9 billion for the years ended 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 8.5%. As such, the Directors are of the view that (i) the business of CNPC Capital Group will continue to grow in the future; and (ii) in line with the business growth of the CNPC Capital Group, it is expected that the scale of assets to be entrusted for investment by CNPC Assets Management Group will increase in the future.
CNPC Assets Management issued a confirmation to the Company (the "CNPC Confirmation") which estimated that the transaction amounts of trust transactions to be conducted with the Company will be no less than RMB3.5 billion, RMB4.0 billion and RMB4.5 billion for the years ending 31 December 2020, 2021 and 2022, respectively. Such confirmation is based on the trust schemes involving management of trust assets with a maximum amount of around RMB3.0 billion recently negotiated between CNPC Assets Management and the Company, as well as a buffer amount reserved for potential trust transactions after considering its potential business growth and needs. The outstanding balance of the trust assets will roll over in the next three years.
The actual trustee's remuneration to be received by the Company as trustee for the management of trust assets and the maximum of the proposed annual caps set for outstanding balance of the assets and funds to be entrusted thereunder only accounted for approximately 2% of the total amount of the AUM of the Company as at 31 December 2018 and 30 June 2019, respectively.
The expected growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability and the increase in the trustee's remuneration. For its trust business, the Company plans to consolidate traditional competitive business, ensure steady sources of profits and continuously improve its active management capability, in particular, the Company will further explore innovative products development, launch cash management products and cultivate more product lines of the Company, so as to satisfy clients' demands for investing with idle funds. The total amount of the AUM of actively managed trusts of the Company had increased at a CAGR of approximately 31.0% from 2015 to 2018. Based on this growth trend, the Directors expect that the total amount of the AUM of actively managed trusts of the Company will continue to grow for the next three years.

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LETTER FROM GRAM CAPITAL

As illustrated by the table above, there was no historical CNPC Trust Transactions during FY2017, FY2018 and HY2019. Accordingly, it is reasonable for the Company to set the CNPC Trust Balance Caps for the three years ending 31 December 2022 substantially lower than the existing annual caps for the three years ending 31 December 2019. As advised by the Directors, the reason for no historical CNPC Trust Transactions during FY2017, FY2018 and HY2019 was that the Company had been continuously communicating with CNPC Assets Management Group regarding the portfolio and terms of potential trust transactions but could not reach consensus on some principal terms such as the scale of assets, the duration of the entrustment and management direction under such actively managed trusts.

With reference to CNPC Capital's annual reports for FY2017 and FY2018 and interim report for HY2019, (i) CNPC Capital's consolidated total assets amounted to approximately RMB775.30 billion, RMB865.70 billion, RMB891.41 billion and RMB918.25 billion as at 31 December 2016, 31 December 2017, 31 December 2018 and 30 June 2019 respectively; (ii) CNPC Capital's consolidated net assets amounted to approximately RMB120.58 billion, RMB131.62 billion, RMB142.30 billion and RMB147.65 billion as at 31 December 2016, 31 December 2017, 31 December 2018 and 30 June 2019 respectively; (iii) CNPC Assets Management's total assets amounted to approximately RMB31.15 billion and RMB31.60 billion as at 31 December 2017 and 31 December 2018 respectively; and (iv) CNPC Assets Management's net assets amounted to approximately RMB15.69 billion and RMB16.40 billion as at 31 December 2017 and 31 December 2018 respectively.

Given the above, it is reasonable for the Directors to form the views that (i) the business of CNPC Capital Group will continue to grow in the future; and (ii) in line with the business growth of the CNPC Capital Group, it is expected that the scale of assets to be entrusted for investment by CNPC Assets Management Group will increase in the future.

For our due diligence purpose, we obtained a copy of the CNPC Confirmation dated 26 August 2019 which indicated that CNPC Assets Management, having considered its assets management needs, expects the amounts of CNPC Trust Transactions (i.e. the assets and funds to be entrusted by CNPC Assets Management and its associates) for each of the year ending 31 December 2020, 2021 and 2022 shall not be less than RMB3.5 billion, RMB4.0 billion and RMB4.5 billion respectively.

In addition, we obtained correspondence between the Company and CNPC Capital Group which indicated the liaison of the CNPC Trust Transactions in Negotiation between the Company and CNPC Capital Group and that CNPC Asset Management Group is undergoing relevant filing procedures. The Directors advised us that the CNPC Trust Transactions in Negotiation are expected to commence in or around 2020. The CNPC Trust Transactions in Negotiation will mainly include actively managed trust.

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LETTER FROM GRAM CAPITAL

Having considered the above, we are of the view that the CNPC Trust Balance Caps were reasonably set to cater for the possible CNPC Trust Transactions to be conducted during the three years ending 31 December 2022.

With reference to the 2018 Annual Report and 2019 Interim Report, the Company's total numbers of trusts and AUM were (i)1,078 and approximately RMB231.92 billion respectively as at 31 December 2018; and (ii)1,203 and approximately RMB247.29 billion respectively as at 30 June 2019. There was growth in both numbers of trusts and AUM.

With reference to the Company's prospectus dated 28 November 2017 (the "Prospectus"), the 2018 Annual Report and 2019 Interim Report, (i) the Company's total numbers of actively managed trusts (which the CNPC Trust Transactions will mainly include according to the Company) were 235, 247, 273, 442, 667 and 790 as at 31 December 2014, 2015, 2016, 2017, 2018 and 30 June 2019 respectively; and (ii) the AUM of the Company's total numbers of actively managed trusts increased by approximately 116% from approximately RMB50.49 billion as at 31 December 2014 to approximately RMB109.16 billion as at 30 June 2019.

Having considered the growth in the Company's trust business as illustrated above, it is reasonable for the Company to take into account possible growth when setting the CNPC Caps.

We noticed that the CNPC Remuneration Caps represent 3.5% of the CNPC Trust Balance Caps for each of the three years ending 31 December 2022. This indicates that the Company expects to receive an average of 3.5% trustee's remuneration per annum from the trusts of which CNPC Assets Management and its associates are trustors, which is within the Trustee's Remuneration Range and higher than the weighted average actual annualized trustee's remuneration rates of the Group's settled financing trust schemes (1.21%), settled investment trust schemes (0.96%) (financing trust and investment trust are actively managed trusts) and settled administrative trust schemes (0.21%) for FY2018 according to the 2018 Annual Report. Accordingly, we consider that the CNPC Remuneration Caps were reasonably set.

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LETTER FROM GRAM CAPITAL

In light of the above, we are of the view that the terms of the CNPC Assets Management Trust Framework Agreement and the CNPC Caps for the three years ending 31 December 2022 are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the CNPC Caps are relating to future events and were estimated based on assumptions which may or may not remain valid for the entire period up to 31 December 2022, and they do not represent forecasts of operating income to be generated from the CNPC Trust Transactions.

Listing Rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.53 to 14A.59 of the Listing Rules pursuant to which (i) the value of the CNPC Trust Transactions must be restricted by the CNPC Caps for the three years ending 31 December 2022; (ii) the CNPC Trust Transactions must be reviewed by the independent non-executive Directors annually; and (iii) details of the independent non-executive Directors' annual review on the CNPC Trust Transactions must be included in the Company's subsequent published annual reports and financial accounts. Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, whether anything has come to their attention that causes them to believe that the CNPC Trust Transactions (i) have not been approved by the Board; (ii) were not, in all material aspects, in accordance with the pricing policies of the Group; (iii) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (iv) have exceeded the CNPC Caps. In the event that the total amount of the CNPC Trust Transactions is anticipated to exceed the CNPC Caps, or that there is any proposed material amendment to the terms of the CNPC Assets Management Trust Framework Agreement, as confirmed by the Directors, the Company shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

Given the above stipulated requirements for the continuing connected transactions pursuant to the Listing Rules by the Company, we are of the view that there are adequate measures in place to monitor the CNPC Trust Transactions (together with the CNPC Caps) and hence the interest of the Independent Shareholders would be safeguarded.

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LETTER FROM GRAM CAPITAL

Recommendation on the CNPC Trust Transactions

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the CNPC Assets Management Trust Framework Agreement are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the CNPC Trust Transactions are conducted under the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the CNPC Assets Management Trust Framework Agreement and the transactions contemplated thereunder, and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

LUCION GROUP TRUST FRAMEWORK AGREEMENT Information on Lucion Group
With reference to the Board Letter, Lucion Group is a limited liability company established in the PRC and an investment holding company, which is principally engaged in financial and industrial investment, asset management services, investment consultancy services and property and hotel management.
Background of and reasons for the transaction
With reference to the Board Letter, Lucion Group is an investment and financing entity and asset management platform in Shandong Province, with total consolidated assets of approximately RMB79.4 billion and net assets of approximately RMB30.1 billion as at the end of 2018. Lucion Group and its associates have strong capital strength and demand for assets and wealth management.
Being a trust company regulated by the CBIRC, the Company provides diversified assets management and wealth management products and services to clients to meet their multi-tiered wealth management needs. As such, the Company is able to provide trust management services that cater to Lucion Group's needs, and at the same time, the Company can earn a certain amount of trustee's remuneration at terms no less favourable to the Company than those offered to an independent third party. Further, the Company entered into a trust contract with an associate of Lucion Group, which involves a maximum amount of RMB3.0 billion in September 2019, and the Company is in the process of negotiating a trust contract with an associate of Lucion Group to manage trust assets with a maximum amount of approximately RMB200 million and the Company expects that the relevant agreement will be signed by end of 2019. Therefore, entering into the Lucion Group Trust Framework Agreement is in line with the actual needs for the operation and development of the Company's principal business.

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LETTER FROM GRAM CAPITAL

Having considered the above and that trust business is the Company's principal business which contributed to approximately 56% of the Group's operating income for FY2018, we concur with the Directors that the transactions contemplated under the Lucion Group Trust Framework Agreement (the "Lucion Trust Transactions") are conducted in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

Principle terms of the Lucion Group Trust Framework Agreement

Date:	26 August 2019
Parties:	The Company (as the trustee); and
	Lucion Group and/or its associates (as the trustor client(s))

Description of the transactions:

In the ordinary course of business, the Company accepts entrustment of funds and property from Lucion Group and its associates. Through establishment of different trusts, the Company manages the entrusted funds and assets for Lucion Group and its associates during the terms of the trusts. In return, the Company receives trustee's remuneration from various trusts that the Company established for Lucion Group and its associates. Subject to the terms and conditions of the Lucion Group Trust Framework Agreement, the Company will enter into specific trust contracts separately with relevant trustor clients to set out the specific terms and conditions in respect of trust transactions.

Term:	1 January 2020 to 31 December 2022
Pricing policy (the	(a)	The trustee's remuneration shall be determined with reference
"Lucion Trust Pricing		to the trust AUM and investment return on the trust assets (the
Policy"):		trustee's remuneration rate (annualised) of the existing trusts
		managed by the Company ranges from approximately 0.1% to
		5.0%).
	(b)	The level of the trustee's remuneration may be varied
		depending on the actual scope of services the Company will
		provide under the relevant trust as well as the expected return
		to beneficiaries of the trusts, but in any event shall be in line
		with market price for similar products.

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LETTER FROM GRAM CAPITAL

In respect of the individual trusts which are based on one- on-one engagement and involve only Lucion Group or any of its associates as the only trustor, the Company shall take into consideration the terms of at least two other individual trusts of similar purpose with similar kind of entrusted assets involving independent third parties as trustor clients before the Company approves the establishment of the trust for Lucion Group or any of its associates. The terms of any trusts established for Lucion Group or any its associates, in particular the trustee's remuneration rate, shall be comparable to those trusts of which independent third parties are trustors.
In respect of the collective trusts which the Company manages and disposes of the assets entrusted by all trustors as a whole irrespective of the identities of the trustors, the Company shall ensure that no preferential treatment will be provided to Lucion Group and its associates in terms of the verification and selection process of the potential trustors for the investment in the collective trusts. The trust contract to be entered into by Lucion Group and its associates shall be on the terms same as that of trustors who are independent third parties investing in the same collective trust.

With reference to the 2018 Annual Report and as confirmed by the Directors, the independent non- executive Directors have reviewed, among other things, the Lucion Trust Transactions for FY2018 and confirmed, among other things, that the Lucion Trust Transactions were: (i) entered into in the ordinary and usual course of business of the Company; (ii) entered into on normal or better commercial terms; and (iii) conducted in accordance with the relevant agreement whose terms are fair and reasonable and in the interests of the Shareholders as a whole.

With reference to the 2018 Annual Report and as confirmed by the Directors, the auditors of the Company performed certain planned audit procedures for, among other things, the Lucion Trust Transactions. The auditors concluded that, among other things, the Lucion Trust Transactions

have been approved by the Board; (ii) have followed the pricing policies of the Company in all material aspects; (iii) were conducted in accordance with the relevant agreements for such transactions in all material aspects; and (iv) have an aggregate amount not exceeding the relevant cap.

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LETTER FROM GRAM CAPITAL

We understand that the Group has implemented internal control procedures and policies on connected transactions to monitor connected transactions and to ensure that all connected transactions are entered into in accordance with pricing policies, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. In addition, the Group has in place management measures on project contracts to ensure that all project contracts entered into by the Group are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Details of the Group's internal control are set out under the section headed "Internal Control" of the Board Letter. We consider that the effective implementation of the internal control procedures/ measures would help to ensure fair pricing of the Lucion Trust Transactions according to the Lucion Trust Pricing Policy.

Proposed annual caps

The following table sets out the historical figures, the existing annual caps and the proposed annual caps for the Lucion Trust Transactions (the "Lucion Trust Cap(s)"):

For the year ended	For the year ended	For the six months
31 December 2017	31 December 2018	ended 30 June 2019
RMB'000	RMB'000	RMB'000

Historical figures of trustee's remuneration to be received from the trusts of which Lucion Group and its associates are trustors

87,732	41,780	7,173
For the year ended	For the year ended	For the year ending
31 December 2017	31 December 2018	31 December 2019
RMB'000	RMB'000	RMB'000

Annual caps for trustee's remuneration to be received from the trusts of which Lucion Group and its associates are trustors

123,000	184,500	221,400
For the year ended	For the year ended	For the six months
31 December 2017	31 December 2018	ended 30 June 2019
RMB'000	RMB'000	RMB'000

Historical figures of maximum outstanding
balance of the assets and funds entrusted/
to be entrusted by Lucion Group and its
associates	4,002,405	3,456,894	3,787,954

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LETTER FROM GRAM CAPITAL

	For the year ended	For the year ended	For the year ending
	31 December 2017	31 December 2018	31 December 2019
	RMB'000	RMB'000	RMB'000
Annual caps for maximum outstanding balance
of the assets and funds to be entrusted by
Lucion Group and its associates	10,000,000	15,000,000	18,000,000
	For the year ending	For the year ending	For the year ending
	31 December 2020	31 December 2021	31 December 2022
	RMB'000	RMB'000	RMB'000
Lucion Trust Caps for trustee's remuneration to
be received from the trusts of which Lucion
Group and its associates are trustors (the
"Lucion Trust Remuneration Caps")	130,000	150,000	170,000
Lucion Trust Caps for maximum outstanding
balance of the assets and funds to be entrusted
by Lucion Group and its associates (the
"Lucion Trust Balance Caps")	6,500,000	7,500,000	8,500,000

With reference to the Board Letter, the Lucion Trust Caps for the three years ending 31 December

2022 were determined by taking into account of the following factors:

The recent discussions and negotiations between the Company and Lucion Group and/or its associates regarding potential trust transactions. During the period from the Listing and up to 30 June 2019, the historical amounts under the Existing Lucion Group Trust Framework Agreement were lower than expected because Lucion Group had made some adjustments to its assets management plan based on its overall financial condition, needs for assets management, the then market condition and cash flow for daily operation. In September 2019, the Company entered into a trust contract with an associate of Lucion Group, which involves a maximum amount of trust assets of RMB3.0 billion for an entrustment period of three years (the "Recently Executed Lucion Contract"). The Company is in the process of negotiating a trust contract with associate(s) of Lucion Group to manage trust assets with a maximum amount of approximately RMB200 million (the "Lucion Trust Transactions in Negotiation") and the Company expects that the relevant agreement will be signed by end of 2019.

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LETTER FROM GRAM CAPITAL

The expected business growth of Lucion Group and its associates and the scale of assets that can be entrusted for investment in the future. According to the financial information published by Lucion Group in the past three years, (i) its total assets amounted to approximately RMB52.5 billion, RMB69.8 billion and RMB79.5 billion as at 31 December 2016, 2017 and 2018 respectively, representing a CAGR of approximately 23.1%; and (ii) its revenue amounted to approximately RMB6.2 billion, RMB9.2 billion and RMB12.1 billion for the years ended 31 December 2016, 2017 and 2018, respectively, representing a CAGR of approximately 39.7%. As such, the Directors are of the view that (i) the business of Lucion Group will continue to grow in the future; and (ii) in line with the business growth of Lucion Group, it is expected that the scale of assets to be entrusted for investment by Lucion Group will increase in the future.
Lucion Group issued a confirmation to the Company (the "Lucion Confirmation"), which estimated that the transaction amounts of trust transactions to be conducted with the Company will be no less than RMB6.0 billion, RMB7.0 billion and RMB8.0 billion for the years ending 31 December 2020, 2021 and 2022, respectively. Such confirmation is based on the trust contract recently entered into by an associate of Lucion Group and the Company involving a maximum amount of trust assets of RMB3.0 billion for an entrustment period of three years (i.e. the transactions contemplated under the Recently Executed Lucion Contract) and the trust contract recently negotiated between an associate of the Lucion Group and the Company involving trust assets with a maximum amount of approximately RMB200 million (i.e. the Lucion Trust Transactions in Negotiation), as well as a buffer amount reserved for potential trust transactions after considering its potential business growth and needs. The existing outstanding balance of the trust assets will roll over from 2019 and the upcoming outstanding balance will roll over in the next three years.
The development plan of Lucion Group. According to the report published by Lucion Group in early 2019, which is publicly available, it will accelerate its business development in several sectors, such as culture, tourism and infrastructure industry. Given that the Company will proactively and steadily develop its trust business in infrastructure industry, and enhance its support for the "ten major industries" in Shandong Province, including culture and tourism industry, the Company expects that there will be more business cooperation with Lucion Group in the above sectors in the future, including but not limited to investment in the form of trust.
The actual trustee's remuneration to be received by the Company as trustee for the management of trust assets and the maximum of the proposed annual caps set for the outstanding balance of the assets and funds to be entrusted thereunder only accounted for approximately 3.7% and 3.4% of the total amount of the AUM of the Company as at 31 December 2018 and 30 June 2019, respectively.

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LETTER FROM GRAM CAPITAL

The expected growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability, the increase in the trustee's remuneration, and the trust business development plan as disclosed above.

As illustrated by the table above, the utilisation rates of the annual caps for maximum outstanding balance of the assets and funds to be entrusted by Lucion Group and its associates during FY2017 and FY2018 were below 50%. Accordingly, it is reasonable for the Company to set the CNPC Caps for the three years ending 31 December 2022 substantially lower than the existing annual caps for the three years ending 31 December 2019. As advised by the Directors, the reason for the above- mentioned low utilisation rates of annual caps during FY2017 and FY2018 was that Lucion Group had made some adjustments to its assets management plan based on its overall financial condition, needs for assets management, the then market condition and cash flow for daily operation.

As aforementioned, Lucion Group has total consolidated assets of approximately RMB79.4 billion and net assets of approximately RMB30.1 billion as at the end of 2018 (total consolidated assets of approximately RMB69.8 billion and net assets of approximately RMB29.3 billion as at the end of 2017). Given the above, it is reasonable for the Directors to form the views that (i) the business of Lucion Group will continue to grow in the future; and (ii) in line with the business growth of Lucion Group, it is expected that the scale of assets to be entrusted for investment by Lucion Group will increase in the future.

For our due diligence purpose, we obtained a copy of the Lucion Confirmation dated 26 August 2019 which indicated that Lucion Group, having considered its assets management needs, expects the amounts of Lucion Trust Transactions (i.e. the assets and funds to be entrusted by Lucion Group and its associates) for each of the year ending 31 December 2020, 2021 and 2022 shall not be less than RMB6 billion, RMB7 billion and RMB8 billion respectively.

In addition, we obtained (i) extracted pages of the Recently Executed Lucion Contract (amounted to RMB3.0 billion) and related transaction documents which indicate that an amount of RMB1.35 billion under the Recently Executed Lucion Contract had been executed; and (ii) copy of the Group's internal approval documents in relation to the Lucion Trust Transactions in Negotiation (amounted to RMB0.2 billion). As advised by the Directors, the Lucion Trust Transactions in Negotiation are expected to commence by end of 2019. The Lucion Trust Transactions in Negotiation are loan trust whereas the Company accepts entrustment of trust assets from trustors to provide financing for projects or enterprises designated by the trustors.

Having considered the above, we are of the view that the Lucion Trust Balance Caps were reasonably set to cater for the possible Lucion Trust Transactions to be conducted during the three years ending 31 December 2022.

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LETTER FROM GRAM CAPITAL

With reference to the Prospectus, the 2018 Annual Report and 2019 Interim Report, (i) the Company's total numbers of actively managed trusts (which the Company intends to actively develop under the Lucion Trust Transactions, according to the Company) were 235, 247, 273, 442, 667 and 790 as at 31 December 2014, 2015, 2016, 2017, 2018 and 30 June 2019 respectively; and (ii) the AUM of the Company's total numbers of actively managed trusts increased by approximately 116% from approximately RMB50.49 billion as at 31 December 2014 to approximately RMB109.16 billion as at 30 June 2019.

Having considered the growth in the Company's trust business as illustrated above, it is reasonable for the Company to take into account possible growth when setting the Lucion Trust Caps.

We noticed that the Lucion Trust Remuneration Caps represent 2% of the Lucion Trust Balance Caps for each of the three years ending 31 December 2022. This indicates that the Company expects to receive an average of 2% trustee's remuneration per annum from the trusts of which Lucion Group and its associates are trustors, which is within the Trustee's Remuneration Range and higher than the weighted average actual annualized trustee's remuneration rates of the Group's settled financing trust schemes (1.21%), settled investment trust schemes (0.96%) (financing trust and investment trust are actively managed trusts) and settled administrative trust schemes (0.21%) for FY2018 according to the 2018 Annual Report. Accordingly, we consider that the Lucion Trust Remuneration Caps were reasonably set.

In light of the above, we are of the view that the terms of the Lucion Group Trust Framework Agreement and the Lucion Trust Caps for the three years ending 31 December 2022 are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the Lucion Trust Caps are relating to future events and were estimated based on assumptions which may or may not remain valid for the entire period up to 31 December 2022, and they do not represent forecasts of operating income to be generated from the Lucion Trust Transactions.

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LETTER FROM GRAM CAPITAL

Listing Rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.53 to 14A.59 of the Listing Rules pursuant to which (i) the value of the Lucion Trust Transactions must be restricted by the Lucion Trust Caps for the three years ending 31 December 2022; (ii) the Lucion Trust Transactions must be reviewed by the independent non-executive Directors annually; and (iii) details of the independent non-executive Directors' annual review on the Lucion Trust Transactions must be included in the Company's subsequent published annual reports and financial accounts. Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, whether anything has come to their attention that causes them to believe that the Lucion Trust Transactions (i) have not been approved by the Board; (ii) were not, in all material aspects, in accordance with the pricing policies of the Group; (iii) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (iv) have exceeded the Lucion Trust Caps. In the event that the total amount of the Lucion Trust Transactions is anticipated to exceed the Lucion Trust Caps, or that there is any proposed material amendment to the terms of the Lucion Group Trust Framework Agreement, as confirmed by the Directors, the Company shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

Given the above stipulated requirements for the continuing connected transactions pursuant to the Listing Rules by the Company, we are of the view that there are adequate measures in place to monitor the Lucion Trust Transactions (together with the Lucion Trust Caps) and hence the interest of the Independent Shareholders would be safeguarded.

Recommendation on the Lucion Trust Transactions

Having taken into consideration the factors and reasons as stated above, we are of the opinion that

the terms of the Lucion Group Trust Framework Agreement are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Lucion Trust Transactions are conducted under the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the Lucion Group Trust Framework Agreement and the transactions contemplated thereunder, and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

- 47 -

LETTER FROM GRAM CAPITAL

LUCION GROUP TRUST FINANCING FRAMEWORK AGREEMENT Background of and reasons for the transaction
With reference to the Board Letter, as one of the important subsidiaries engaging in trust asset management and financial services of Lucion Group, the Company can provide financing services to Lucion Group, and at the same time, the Company can earn a certain amount of trustee's remuneration, at terms no less favourable than those offered to independent third parties.

Having considered the above and that trust business is the Company's principal business which contributed to approximately 56% of the Group's operating income for FY2018, we concur with the Directors that the transactions contemplated under the Lucion Group Trust Financing Framework Agreement (the "Loan and Financing Transactions") are conducted in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

Principle terms of the Lucion Group Trust Financing Framework Agreement

Date:	26 August 2019
Parties:	The Company (as the trustee); and
	Lucion Group and/or its associates (as the financing client(s))
Description of the	Lucion Group and/or its associates may from time to time seek
transactions:	funding from the trusts administered or managed by the Company and
	in the ordinary course of business, and the Company in its capacity
	as trustee will enter into loan or financing agreements with Lucion
	Group and/or its associates. Interest payment and financing fees to
	be paid by Lucion Group and its associates in respect of the above
	loan and financing transactions will be received by the trusts and will
	form part of the trust assets. Such loan and financing transactions
	do not generate any income for the Company as trustee directly.
	Instead, the Company will receive trustee's remuneration out of the
	trust assets which grow as a result of the above loan and financing
	transactions. Subject to the terms and conditions of the Lucion Group
	Trust Financing Framework Agreement, the Company will enter into
	specific financing contracts separately with relevant financing clients
	to set out the specific terms and conditions in respect of loan and
	financing transactions.

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LETTER FROM GRAM CAPITAL

Term:	1 January 2020 to 31 December 2022
Pricing policy (the	(a)	The pricing policy is subject to guidelines set by the PBOC, if
"Loan & Financing		applicable.
Pricing Policy"):
	(b)	The interest rates charged on the loans to be extended to
		Lucion Group and its associates shall be comparable and
		shall be (i) not lower than the loan interest rates prescribed
		by the PBOC for loans with the same term and of the same
		time, subject to the relevant regulatory requirements; (ii) not
		lower than the interest rates offered to Lucion Group and its
		associates by the major commercial banks in the PRC for loans
		with the same term and of the same type; and (iii) not lower
		than the interest rates offered to the other financing clients of
		the Company whom are independent third parties in respect of
		loans with the same term extended from its trusts within the
		preceding three calendar months.
	(c)	The trustee's remuneration to be received from the trusts
		providing financing or loans to Lucion Group and its associates
		shall be negotiated and agreed separately and independently
		between the Company and the relevant trustors.

With reference to the 2018 Annual Report and as confirmed by the Directors, the independent non-executive Directors have reviewed, among other things, the Loan and Financing Transactions for FY2018 and confirmed, among other things, that the Loan and Financing Transactions were:

entered into in the ordinary and usual course of business of the Company; (ii) entered into on normal or better commercial terms; and (iii) conducted in accordance with the relevant agreement whose terms are fair and reasonable and in the interests of the Shareholders as a whole.

With reference to the 2018 Annual Report and as confirmed by the Directors, the auditors of the Company performed certain planned audit procedures for, among other things, the Loan and Financing Transactions. The auditors concluded that, among other things, the Loan and Financing Transactions (i) have been approved by the Board; (ii) have followed the pricing policies of the Company in all material aspects; (iii) were conducted in accordance with the relevant agreements for such transactions in all material aspects; and (iv) have an aggregate amount not exceeding the relevant cap.

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LETTER FROM GRAM CAPITAL

We understand that the Group has implemented internal control procedures and policies on connected transactions to monitor connected transactions and to ensure that all connected transactions are entered into in accordance with pricing policies, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. In addition, the Group has in place management measures on project contracts to ensure that all project contracts entered into by the Group are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Details of the Group's internal control are set out under the section headed "Internal Control" of the Board Letter. We consider that the effective implementation of the internal control procedures/ measures would help to ensure fair pricing of the Loan and Financing Transactions according to the Loan & Financing Pricing Policy.

Proposed annual caps

The following table sets out the historical figures, the existing annual caps and the proposed annual caps under the Lucion Group Trust Financing Framework Agreement (the "Loan & Financing Cap(s)"):

	For the year ended	For the year ended	For the six months
	31 December 2017	31 December 2018	ended 30 June 2019
	RMB'000	RMB'000	RMB'000
Historical figures of trustee's remuneration
received from the trusts providing financing
to Lucion Group and its associates	37,477	15,441	4,472
	For the year ended	For the year ended	For the year ending
	31 December 2017	31 December 2018	31 December 2019
	RMB'000	RMB'000	RMB'000
Annual caps for trustee's remuneration received
from the trusts providing financing to Lucion
Group and its associates	60,000	80,000	96,000
	For the year ended	For the year ended	For the six months
	31 December 2017	31 December 2018	ended 30 June 2019
	RMB'000	RMB'000	RMB'000
Historical figures of outstanding balance
(including interests accrued thereon) of the
loans or financing extended to Lucion Group
and its associates	9,263,415	4,933,360	4,250,223

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LETTER FROM GRAM CAPITAL

	For the year ended	For the year ended	For the year ending
	31 December 2017	31 December 2018	31 December 2019
	RMB'000	RMB'000	RMB'000
Annual caps for outstanding balance (including
interests accrued thereon) of the loans or
financing extended/to be extended to Lucion
Group and its associates	15,000,000	20,000,000	24,000,000
	For the year ending	For the year ending	For the year ending
	31 December 2020	31 December 2021	31 December 2022
	RMB'000	RMB'000	RMB'000
Loan & Financing Caps for trustee's
remuneration to be received from the trusts
providing financing to Lucion Group and
its associates (the "Loan & Financing
Remuneration Caps")	48,000	52,000	56,000
Loan & Financing Caps for outstanding balance
(including interests accrued thereon) of the
loans or financing extended/to be extended to
Lucion Group and its associates (the "Loan
& Financing Balance Caps")	12,000,000	13,000,000	14,000,000

With reference to the Board Letter, the Loan & Financing Caps for the three years ending 31 December 2022 were determined by taking into account of the following factors:

Notwithstanding the historical transaction amounts during the period from the Listing and up to 30 June 2019 were lower than expected due to adjustments made by Lucion Group to its financing plan based on its overall financial condition, financial costs and cash flow for daily operation, the outstanding balances of the loans extended to Lucion Group and its associates reached RMB10.3 billion and RMB9.3 billion as at 31 December 2016 and 2017, respectively.

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LETTER FROM GRAM CAPITAL

The future financing plans and preferential financing methods of Lucion Group. Lucion Group's businesses cover different industries such as culture and media, tourism, infrastructure, real estate, energy and technologies. Therefore, Lucion Group will continue to procure loans or financing from the trusts managed by the Company in support of the growth and development of its businesses. Under this circumstance, the Company expects that Lucion Group's total financing needs will also increase in the future. It is also supported by the confirmation provided to the Company by Lucion Group (i.e. the Lucion Confirmation), pursuant to which Lucion Group estimated that the transaction amounts of loan and financing transactions to be conducted with the Company will be no less than RMB11.0 billion, RMB12.0 billion and RMB13.0 billion for the years ending 31 December 2020, 2021 and 2022, respectively.
The actual trustee's remuneration received by the Company as trustee for the management of trust assets.
The growth in the scale of the trust business of the Company in the future, the continuous improvement in its active management capability, the increase in the trustee's remuneration and the trust business development plan as disclosed above.

As illustrated by the table above, the utilisation rate of the annual cap for outstanding balance (including interests accrued thereon) of the loans or financing extended to Lucion Group and its associates during FY2018 was below 25%. Accordingly, it is reasonable for the Company to set the Loan & Financing Caps for the three years ending 31 December 2022 substantially lower than the existing annual caps for the three years ending 31 December 2019. As advised by the Directors, the reason for the above-mentioned low utilisation rates of annual caps during FY2018 was that adjustments were made by Lucion Group to its financing plan based on its overall financial condition, financial costs and cash flow for daily operation.

For our due diligence purpose, we obtained a copy of the Lucion Confirmation dated 26 August 2019 which indicated that Lucion Group, having considered its financing needs, expects the amounts of Loan & Financing Transactions (i.e. loans or financing extended to Lucion Group and its associates) for each of the year ending 31 December 2020, 2021 and 2022 shall not be less than RMB11 billion, RMB12 billion and RMB13 billion respectively.

Despite of the low utilisation rate of the annual cap for outstanding balance (including interests accrued thereon) of the loans or financing extended to Lucion Group and its associates during FY2018, the outstanding balances of the loans extended to Lucion Group and its associates reached RMB10.3 billion as at 31 December 2016 and RMB9.3 billion as at 31 December 2017. As advised by the Directors, there was no specific trend for Lucion Group's demand on the Loan & Financing Transactions. Such demand is subject to Lucion Group's choices on source of finance. In addition, we noticed that the year-on-year growth of the Loan & Financing Caps for the two years ending 31 December 2022 is below 10%, which is not substantial.

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LETTER FROM GRAM CAPITAL

According to Lucion Group's annual report for FY2018, the total consolidated liabilities of Lucion Group amounted to approximately RMB49.35 billion as at 31 December 2018 (approximately RMB40.47 billion as at 31 December 2017), including short-term borrowings of approximately RMB3.5 billion, long-term borrowings of approximately RMB20.96 billion and bonds payables of RMB9.6 billion.

Having considered the above, we are of the view that the Loan & Financing Balance Caps were reasonably set to cater for the possible Loan & Financing Transactions to be conducted during the three years ending 31 December 2022.

As aforementioned, the Company's total numbers of trusts and AUM were (i) 1,078 and approximately RMB231.92 billion respectively as at 31 December 2018; and (ii) 1,203 and approximately RMB247.29 billion respectively as at 30 June 2019. There was growth in both numbers of trusts and AUM. Having also considered the growth in Lucion Group's total consolidated liabilities from 31 December 2017 to 31 December 2018, it is reasonable for the Company to take into account possible growth when setting the Loan & Financing Caps.

We noticed that the Loan & Financing Remuneration Caps represent 0.4% of the Loan & Financing Balance Caps for each of the three years ending 31 December 2022. This indicates that the Company expects to receive an average of 0.4% trustee's remuneration per annum from the trusts providing financing to Lucion Group and its associates, which is within the Trustee's Remuneration Range and higher than the weighted average actual annualized trustee's remuneration rates of the Group's settled administrative trust schemes (0.21%) for FY2018 according to the 2018 Annual Report. Upon our enquiry, the Directors advised us that the risk and workload associated with the Loan & Financing Transactions (which are mostly administrative management trusts) are lower/less than the Group's actively managed trusts. As such, the remuneration rate of the Loan & Financing Transactions are relatively low. Accordingly, we consider that the Loan & Financing Remuneration Caps were reasonably set.

In light of the above, we are of the view that the terms of the Lucion Group Trust Financing Framework Agreement and the Loan & Financing Caps for the three years ending 31 December 2022 are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Shareholders should note that as the Loan & Financing Caps are relating to future events and were estimated based on assumptions which may or may not remain valid for the entire period up to 31 December 2022, and they do not represent forecasts of operating income to be generated from the Loan and Financing Transactions.

- 53 -

LETTER FROM GRAM CAPITAL

Listing Rules implication

The Directors confirmed that the Company shall comply with the requirements of Rules 14A.53 to 14A.59 of the Listing Rules pursuant to which (i) the value of the Loan and Financing Transactions must be restricted by the Loan & Financing Caps for the three years ending 31 December 2022; (ii) the Loan and Financing Transactions must be reviewed by the independent non-executive Directors annually; and (iii) details of the independent non-executive Directors' annual review on the Loan and Financing Transactions must be included in the Company's subsequent published annual reports and financial accounts. Furthermore, it is also required by the Listing Rules that the auditors of the Company must provide a letter to the Board confirming, among other things, whether anything has come to their attention that causes them to believe that the Loan and Financing Transactions (i) have not been approved by the Board; (ii) were not, in all material aspects, in accordance with the pricing policies of the Group; (iii) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (iv) have exceeded the Loan & Financing Caps. In the event that the total amount of the Loan and Financing Transactions is anticipated to exceed the Loan & Financing Caps, or that there is any proposed material amendment to the terms of the Lucion Group Trust Financing Framework Agreement, as confirmed by the Directors, the Company shall comply with the applicable provisions of the Listing Rules governing continuing connected transactions.

Given the above stipulated requirements for the continuing connected transactions pursuant to the Listing Rules by the Company, we are of the view that there are adequate measures in place to monitor the Loan and Financing Transactions (together with the Loan & Financing Caps) and hence the interest of the Independent Shareholders would be safeguarded.

Recommendation on the Loan and Financing Transactions

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Lucion Group Trust Financing Framework Agreement are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Loan and Financing Transactions are conducted under the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the EGM to approve the Lucion Group Trust Financing Framework Agreement and the transactions contemplated thereunder, and we recommend the Independent Shareholders to vote in favour of the resolution(s) in this regard.

Yours faithfully,

For and on behalf of

Gram Capital Limited

Graham Lam

Managing Director

- 54 -

APPENDIX I	GENERAL INFORMATION

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 enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
DISCLOSURE OF INTERESTS
As at the Latest Practicable Date, none of the Directors, Supervisors, senior management or their respective associates had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (as defined in Part XV of the Securities and Futures Ordinance) which were required (i) to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including the interests or short positions which they were taken or deemed to have under such provisions of the Securities and Futures Ordinance); (ii) to be entered into the register kept by the Company pursuant to section 352 of the SFO or (iii) to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules.
DIRECTORS' INTEREST IN COMPETING BUSINESS
A non-executive Director of the Company, Mr. Xiao Hua is also the chairperson of the Kunlun Trust Co., Ltd. ("Kunlun Trust") whose principal business is to manage assets as trustees for its clients in the PRC, competing with the businesses of the Company. Kunlun Trust is a non-wholly owned subsidiary of CNPC Assets Management, a Substantial Shareholder of the Company. Save as
(i) the shareholding of CNPC Assets Management in the Company, (ii) Mr. Xiao Hua's directorship in the Company and Kunlun Trust and (iii) the positions held by Mr. Chen Yong, a Supervisor of the Company (who holds several positions in CNPC Assets Management and Kunlun Trust), the Company does not have any other relationship with CNPC Assets Management or Kunlun Trust. As such, the Directors are of the view that the Company is capable of carrying out its businesses independently from CNPC Assets Management and Kunlun Trust. In addition, the Company has adopted certain corporate governance measures to manage the conflict of interest arising from the competing interests of Mr. Xiao Hua. Save as disclosed above, as at the Latest Practicable Date, each of the Controlling Shareholders and the Directors confirms that he, she or it does not have any interest in a business, apart from the business of the Company, which competes or is likely to compete, directly or indirectly, with our businesses, which would require disclosure under Rule 8.10 of the Listing Rules.

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APPENDIX I	GENERAL INFORMATION

MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors and Supervisors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited financial statements of the Company were made up.
SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS
According to the Articles of Association, the terms of service of both the Directors and the Supervisors are for three years, and all Directors and Supervisors are subject to re-appointment or re-election upon the expiry of their term. Each of the executive Directors, non-executive Directors, independent non-executive Directors and Supervisors has entered into a service contract with the Company for a term of three years. None of our Directors or Supervisors have entered into, or have proposed to enter into, a service contract with the Company (other than contracts determinable by the Company within one year without the payment of compensation (other than statutory compensation)).
DIRECTORS' INTERESTS IN ASSETS AND CONTRACTS OF THE GROUP
As at the Latest Practicable Date, none of the Directors or the Supervisors had any direct or indirect interest in any asset which had been, since 31 December 2018 being the date to which the latest published audited consolidated financial statements of the Company were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.
None of the Directors and Supervisors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.
EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion or advice contained in this circular:

Name	Qualification
Gram Capital Limited	a licensed corporation to carry out Type 6 (advising on corporate
	finance) regulated activity under the SFO

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APPENDIX I	GENERAL INFORMATION

As at the Latest Practicable Date, Gram Capital was not beneficially interested in the share capital of the Group nor did it have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in the Group.

As at the Latest Practicable Date, Gram Capital had no direct or indirect interest in any assets which had been since 31 December 2018 (being the date to which the latest published audited accounts of the Company were made up) acquired or disposed of by or leased to the Group, or were proposed to be acquired or disposed of by or leased to the Group.

Gram Capital has given and has not withdrawn its written consent to the issue of this circular, with the inclusion therein of its letter(s), report(s), opinion and/or the references to its name in the form and context in which it appears.

8. GENERAL

Should there be any inconsistencies between the English text and the Chinese text of the circular （except for Appendices II, III and IV to the circular), the English text of this circular shall prevail

over the Chinese text.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong during normal business hours on any weekday (except Saturdays and public holidays) from the date of this circular up to the date of the EGM:

the CNPC Assets Management Trust Framework Agreement;
the Lucion Group Trust Framework Agreement;
the Lucion Group Trust Financing Framework Agreement;
the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages 24 to 25 of this circular;
the letter from Gram Capital containing its advice to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 26 to 54 of this circular;
the Articles of Association;

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APPENDIX I	GENERAL INFORMATION

service contracts of the Directors and Supervisors;
the written consent of Gram Capital referred to in the paragraph headed "Expert and Consent" in this appendix; and
this circular.

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

It is proposed that Article 1 be deleted and replaced with the following:

In order to safeguard the legitimate interests of Shandong International Trust Co., Ltd. (hereinafter referred to as the "Company"), its shareholders, creditors and trustors, regulate the organization and conduct of the Company, and promote the establishment of a sound corporate governance structure and internal control system of the Company, these Articles of Association are hereby formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Trust Law of the People's Republic of China (hereinafter referred to as the "Trust Law"), the Administrative Measures of Trust Companies, the Guidelines for Governance of Trust Companies, the Guidelines for Corporate Governance of Commercial Banks, the Special Regulations of the State Council on the Overseas Share Offering and Listing of Joint Stock Limited Companies (hereinafter referred to as the "Special Regulations"), the Mandatory Provisions for Articles of Association of Companies Listing Overseas, the Opinion Letter on the Supplementation and Amendment of Articles of Association of Companies Listing in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") and other laws and regulations.

It is proposed that Article 30 be deleted and replaced with the following:

The Company may repurchase its issued shares outstanding through statutory procedures in the following circumstances in accordance with the laws, regulations and provisions of the Article of Associations and subject to the approval of the relevant governing authority of the PRC:

cancelling the shares in order toreducingthe registered capital of the Company;
merging with any other companies that hold shares of the Company;
apply thegranting awards ofshares to employees of the Companyemployee share ownership plan or share incentive plan;
being requested to repurchase the shares of the Company by the shareholders objecting to the resolutions adopted at the general meeting concerning merger or division of the Company; and
apply the shares to converting convertible corporate bonds issued by the Company;
is necessary to maintain the value of the Company and the interests of its shareholders; and
other circumstances permitted by laws and administrative regulations.

Other than the abovementioned circumstances, the Company may not purchase or sell its own shares.

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

It is proposed that Article 31 be deleted and replaced with the following:

The Company may repurchase its shares in any of the following ways after being approved by relevant competent authorities of the PRC:

making a repurchase offer pro rata to all shareholders;
repurchasing by means of public dealing on a stock exchange;
repurchasing by an off-market agreement; or
other methods as recognized by relevant regulatory authorities.

Where the Company purchases its shares pursuant to items (iii), (v) and (vi) of Article 30, it shall be conducted through open and centralized transactions.

Where the laws, administrative regulations, departmental rules, provisions of the Articles of Association, and stock exchanges and securities regulatory authorities in the place where the Company's shares are listed have other provisions on the relevant matters involved in the aforementioned share repurchase, the provisions shall prevail.

It is proposed that Article 33 be deleted and replaced with the following:

Any share repurchasespurchasedby the Company under circumstances (i) toand(iii) of Article 30 shall be resolved upon by the general meeting. Any repurchase of the shares of the Company under provisions set out in items (iii), (v) and (vi) of Article 30 shall be resolved by the Board's meeting where over two- thirds of the directors are present.

AfterWherethe Company repurchasespurchasesits shares under circumstance (i) ofpursuantto Article 30, it shall cancel such shares within the time frame set forth by the laws and administrative regulations, and apply to the corporate registration authority for the change of registered capital, and make corresponding announcement. Where the Company repurchases its shares under circumstances (ii) and

of Article 30, it shall cancel or transfer such shares within the time frame set forth by the laws and administrative regulations, and apply to the corporate registration authority for the change of registered capital, and make corresponding announcement. The shares repurchased under circumstance (iii) of Article 30 shall not exceed the maximum percentage stipulated by the laws and administrative regulations. The repurchase shall be funded by the after-taxprofits of the Company. Such shares shall be transferred to the employees within the time frame set forth by the laws and administrative regulations.it shall, under the circumstance as mentioned in item (i), cancel the purchased shares within ten days after the purchase; while under either circumstance as mentioned in items (ii) or (iv), transfer them or write them off within six months; while under any of the circumstances as mentioned in items (iii), (v) or (vi), the aggregate

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

number of shares of the Company held by itself shall not exceed 10% of its total shares in issue and the Company shall transfer them or write them off within three years.

Where the Company repurchases its shares, it shall fulfill the obligations of information disclosure pursuant to the Securities Law, Hong Kong Listing Rules and relevant and regulations.If the Company cancels the shares as a result of repurchase of such shares, it shall register such change of registered capital with the original company registration authority. The aggregate par value of the cancelled shares shall be deducted from the registered share capital of the Company.

It is proposed that Article 86 be deleted and replaced with the following:

Resolutions at the general meetings are divided into ordinary resolutions and special resolutions.

An ordinary resolution shall be approved by shareholders (including proxies) holding shares representing not less than one half of the voting rights attending the general meeting.

A special resolution shall be approved by shareholders (including proxies) holding shares representing two-thirds or more of the voting rights attending the general meeting.

The following matters shall be approved by way of a special resolution at a general meeting:

increase or reduction in the share capital of the Company, repurchase of shares of the Companyand issuance of any class of shares, warrants and other similar securities;
pass resolutions on repurchase of the shares of the Company because of the circumstances under items (i) and (ii) as required in Article 30;

(iii)	issuance of corporate bonds;
(iiiv)	division, merger, dissolution, liquidation and change of the form of the Company;
(iv)	amendment to the Articles of Association;
(vi)	any share incentive scheme;
(vii)	purchase or sale of any material assets within one year during the course of proprietary business,
	or provision of guarantee, the amount of which, individually or in aggregate, exceeding 30% of the
	latest audited total assets of the Company; and

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(viii) any other matters as required by laws, regulations, normative documents, relevant requirements of the securities regulatory authority of the place where the shares of the Company are listed or provisions of the Articles of Association, or deemed by the general meeting, by way of an ordinary resolution, to have a material impact on the Company that need to be approved by way of special resolutions.

Save as the matters aforesaid that shall be approved as special resolutions, other matters that shall be resolved at the general meeting by way of ordinary resolutions.

It is proposed that Article 122 be deleted and replaced with the following:

The Company shall have a Board comprised of all directors. The Board is an operating decision-making authority of the Company and is accountable to the general meeting. The Board shall be comprised of sevenninedirectors, among which independent directors shall account for more than one-third of all the directors, and the directors shall be elected by the general meeting. There shall be one employee representative director who shall be firstly democratically elected in the employee representative meeting. There shall be sixeight other directors. All directors shall be elected at the general meeting.

The directors are not required to hold shares of the Company.

It is proposed that Article 123 be deleted and replaced with the following:

The Board shall be accountable to the general meeting and shall exercise the following powers:

to convene general meetings and to report its work to the general meeting;
to implement the resolutions of the general meeting;
to decide on the operation plans and investment plans of the Company;
to formulate the annual financial budgets and final accounts of the Company;
to formulate the profit distribution plans and loss recovery plans of the Company;
to formulate proposals for the increase or reduction of the registered capital of the Company;
to prepare plans for the material acquisition, repurchase of the shares of the Companyor merger, division, dissolution or change of corporate form of the Company;
to prepare plan for repurchase of the shares of the Company because of the circumstances under items (i) and (ii) as required in Article 30;

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

to pass resolutions on repurchase of the shares of the Company because of the circumstances under items (iii), (v) and (vi) as required in Article 30;

(viiix)	to formulate plans for the issuance of corporate bonds, any types of shares, warrants or other
	marketable securities and listing;
(ixi)	to decide on the establishment of internal management departments of the Company and the
	establishment or revocation of the branches and other subbranches of the Company;
(xii)	to elect the chairman and vice chairman of the Board of the Company;
(xiii)	to appoint or dismiss the general manager of the Company and secretary to the Board pursuant to
	the nominations by the chairman of the Board of the Company; to appoint or dismiss vice general
	manager, chief financial officer and other senior management members pursuant to the nominations
	by the general manager and to decide on their remunerations, incentives and punishments;
(xiiv)	to formulate the basic management system of the Company and terms of reference of all special
	committees under the Board;
(xiiiv)	to prepare plans for amendments to the Articles of Association, Procedural Rules for the General
	Meeting and Procedural Rules for the Board;
(xivi)	to formulate the share incentive schemes of the Company;
(xvii)	to manage the matters in relation to the information disclosure of the Company;
(xviii)	to decide on the establishment of special committees and to elect their members;
(xviix)	to decide on the risk management system of the Company which covers risk assessments, financial
	control, internal audit and legal risk control and monitor its implementation;
(xviiix)	to propose the appointment or replacement of the accounting firm that provides the Company with
	auditing services for annual financial statements to the general meeting, and decide on its audit
	fees;
(xixi)	to listen to the regular or non-regular work reports from the general manager of the Company or the
	senior management members of the Company appointed by the general manager, and to approve the
	work reports of the general manager;
(xxii)	to consider and approve the major financial accounting policies and changes to accounting estimates;

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(xxiii) to decide on the staffing arrangement, plan on remuneration and performance appraisal of the senior management members;

(xxiiv) to consider the material equity investments, bond investments, acquisition of assets, disposal of assets, write off of assets and external guarantee and other transaction matters in the proprietary business except for those which shall be approved by the general meetings in accordance with the Articles of Association;

(xxiiiv) to consider the material related party transactions which shall be approved by the Board pursuant to

laws, regulations and listing rules of the place where the securities of the Company are listed;

(xxivi) to exercise other functions and powers conferred by laws, regulations, listing rules of the stock exchange of the place where the shares of the Company are listed, the general meetings and the Articles of Association.

Except that the matters set out in sub-paragraphs (v), (vi), (vii), (viii), (ix), (x),(xiii), (xiiiv) and (xxiiv) shall require the approval of more than two-thirds of the directors and shall not be voted on by way of written resolution, the adoption of resolutions by the Board on the matters set out in the preceding paragraph shall require the approval by more than half of the directors. The Board shall perform its duties in accordance with the PRC laws, regulations, listing rules of the stock exchange of the place where the shares of the Company are listed, the Articles of Association and resolutions of the general meetings.

The Board of the Company shall explain to the general meeting in respect of auditor's report with a qualified opinion issued by the certified public accountants regarding the financial report of the Company.

It is proposed that Article 129 be deleted and replaced with the following:

Unless otherwise provided in this Articles of Association,aABoard Meeting shall be held only if more than one half of the directors (including those who appoint other directors to attend the meeting on their behalf) are present.

Each director shall have one vote, provided that a director appointed by another director to attend the Board meeting shall, in addition to his own vote, be entitled to one vote of the director authorizing him to attend the meeting on his behalf.

If the Board Meeting considers that there is significant conflict of interest between a director and the matters to be resolved by the Board meeting, then the Board meeting shall only be held if more than one half of the directors who do not have any material interest in the matters to be resolved are present.

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APPENDIX III PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING

It is proposed that Article 50 of the Procedural Rules for the General Meeting should be deleted and replaced with the following:

Resolutions of shareholders' general meetings shall be divided into ordinary resolutions and special resolutions.

To adopt an ordinary resolution, votes representing more than one half of the voting rights represented by the shareholders (including the proxies) present at the meeting shall be exercised in favor of the resolution in order for it to be passed.

To adopt a special resolution, votes representing more than two thirds of the voting rights represented by the shareholders (including the proxies) present at the meeting shall be exercised in favor of the resolution in order for it to be passed.

The following matters shall be resolved by special resolutions at the shareholders' general meetings:

increase or reduction of the share capital of the Company, repurchase of the Company's Sharesand issue of Shares of any class, stock warrants or other similar securities;
pass resolutions on repurchase of the shares of the Company because of the circumstances under items (1) and (2) of Article 30 of the Articles of Association of the Company;

(23)	issuance of corporate bonds;
(34)	the division, merger, dissolution, liquidation or change of corporate forms of the Company;
(45)	amendments to the Articles of Association;
(56)	share incentive schemes;
(67)	purchase, disposal of material assets or guarantee amount individually or accumulatively
	exceeding 30% of the latest audited total assets of the Company within one year from the
	self-operating business of the Company; and
(78)	Any other matters as required by the laws, regulations, regulatory documents, the securities
	regulatory authority in the place where the stocks of the company are listed or the Articles of
	Association, or other matters that, resolved by the shareholders' general meeting by way of an
	ordinary resolution, may have a material effect on the company and should therefore be adopted by
	a special resolution.

Save for matters described above requiring approval by way of special resolutions, other matters requiring approval by the shareholders' general meeting shall be adopted as ordinary resolutions.

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APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS

It is proposed that Article 3 of the Procedural Rules for the Board of Directors should be deleted and replaced with the following:

The Company shall have a Board comprised of all directors. The Board is an operating decision-making authority of the Company and is accountable to the general meeting. The Board shall be comprised of sevenninedirectors, among which independent directors shall account for more than one-third of all the directors, and the directors shall be elected by the general meeting. There shall be one employee representative director who shall be firstly democratically elected in the employee representative meeting. There shall be sixeightother directors. All directors shall be elected at the general meeting.

The directors are not required to hold shares of the Company.

It is proposed that Article 4 of the Procedural Rules for the Board of Directors should be deleted and replaced with the following:

The Board shall be accountable to the general meeting and shall exercise the following powers:

to convene general meetings and to report its work to the general meeting;
to implement the resolutions of the general meeting;
to decide on the operation plans and investment plans of the Company;
to formulate the annual financial budgets and final accounts of the Company;
to formulate the profit distribution plans and loss recovery plans of the Company;
to formulate proposals for the increase or reduction of the registered capital of the Company;
to prepare plans for the material acquisition, repurchase of the shares of the Companyor merger, division, dissolution or change of corporate form of the Company;
to prepare plans for repurchase of corporate shares arising from the conditions required under items (1) and (2) of Article 30 of the Articles of Association of the Company;
to resolve in respect of repurchase of the shares of the Company because of the circumstances under items (3), (5) and (6) of Article 30 of the Articles of Association of the Company;

(810)	to formulate plans for the issuance of corporate bonds, any types of shares, warrants or other
	marketable securities and listing;

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APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS

(911)	to decide on the establishment of internal management departments of the Company and the
	establishment or revocation of the branches and other sub-branches of the Company;
(102)	to elect the chairman and vice chairman of the Board of the Company;
(113)	to appoint or dismiss the general manager of the Company and secretary to the Board pursuant
	to the nominations by the chairman of the Board of the Company; to appoint or dismiss vice
	general manager, chief financial officer and other senior management members pursuant to
	the nominations by the general manager and to decide on their remunerations, incentives and
	punishments;
(124)	to formulate the basic management system of the Company and terms of reference of all special
	committees under the Board;
(135)	to prepare plans for amendments to the Articles of Association, Procedural Rules for the General
	Meeting and Procedural Rules for the Board;
(146)	to formulate the share incentive schemes of the Company;
(157)	to manage the matters in relation to the information disclosure of the Company;
(168)	to decide on the establishment of special committees and to elect their members;
(179)	to decide on the risk management system of the Company which covers risk assessments,
	financial control, internal audit and legal risk control and monitor its implementation;
(1820)	to propose the appointment or replacement of the accounting firm that provides the Company
	with auditing services for annual financial statements to the general meeting, and decide on its
	audit fees;
(1921)	to listen to the regular or non-regular work reports from the general manager of the Company
	or the senior management members of the Company appointed by the general manager, and to
	approve the work reports of the general manager;
(202)	to consider and approve the major financial accounting policies and changes to accounting
	estimates;
(213)	to decide on the staffing arrangement, plan on remuneration and performance appraisal of the
	senior management members;

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APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS

(224)	to consider the material equity investments, bond investments, acquisition of assets, disposal of
	assets, write off of assets and external guarantee and other transaction matters in the proprietary
	business except for those which shall be approved by the general meetings in accordance with
	the Articles of Association;
(235)	to consider the material related party transactions which shall be approved by the Board pursuant
	to laws, regulations and listing rules of the place where the securities of the Company are listed;
(246)	to exercise other functions and powers conferred by laws, regulations, listing rules of the stock
	exchange of the place where the shares of the Company are listed, the general meetings and the
	Articles of Association, including but not limited to:
	(1)	to formulate and check the policies and practice of corporate governance, and propose
		recommendations on the Board;
	(2)	to check and monitor the training of directors and senior management personnel and
		sustainable professional development;
	(3)	to check and monitor the policies and practice in respect of the compliance of
		requirements of laws and regulations of the Company;
	(4)	to formulate, check and monitor the code of conduct and compliance manual (if any) of
		employees and directors;
	(5)	to check the compliance of Corporate Governance Code and the disclosures in the
		Corporate Governance Report of the Company.

Except that the matters set out in sub-paragraphs (5), (6), (7), (8), (9), (10),(113), (135) and (224) shall require the approval of more than two-thirds of the directors and shall not be voted on by way of written resolution, the adoption of resolutions by the Board on the matters set out in the preceding paragraph shall require the approval by more than half of the directors. The Board shall perform its duties in accordance with the PRC laws, regulations, listing rules of the stock exchange of the place where the shares of the Company are listed, the Articles of Association and resolutions of the general meetings.

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APPENDIX IV	PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS

It is proposed that Article 13 of the Procedural Rules for the Board of Directors should be deleted and replaced with the following:

Save for otherwise required in the Articles of Association, aABoard Meeting shall be held only if more than one half of the directors (including those who appoint other directors to attend the meeting on their behalf) are present.

Where a substantial shareholder (as defined in the Hong Kong Listing Rules) or a director has a conflict of interest in a matter proposed to be considered by the Board and the Board has determined such interest is material, the matter has to be dealt with by a physical Board meeting (rather than written resolutions) with the presence of independent non-executive directors who, and whose close associates (as defined in the Hong Kong Listing Rules) connected with them, have no material conflict of interest in the matter.

Where a director or any of his close associates (as defined in the Hong Kong Listing Rules) has material interest in the matters proposed to be resolved by the Board Meeting, such director shall not exercise his/ her voting rights on such proposal(s) or vote on behalf of other directors and shall not be counted when determining whether a quorum of the meeting is present, unless otherwise stipulated by laws, regulations, normative documents and relevant provisions of the securities regulatory authorities of the place where the shares of the Company are listed.

Resolutions of the Board Meeting shall be adopted only upon approval by more than one half of the directors who have no material interest in such proposals. Where the Board Meeting are attended by less than three directors who have no material interest in the proposals, the Board shall submit such proposals to the general meeting for consideration in a timely manner. The Board shall explain to the general meeting the consideration of the Board on such proposals at the time of submission to the general meeting for consideration, and the views of the directors who have no material interest in such proposals shall be recorded.

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NOTICE OF EGM

Shandong International Trust Co., Ltd.

山東省國際信託股份有限公司

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

(Stock Code: 1697)

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Shandong International Trust Co., Ltd. (the "Company") to be held at Block B, Yinfeng Fortune Plaza, 1 Longao West Road, Jinan, the PRC on Thursday, 28 November 2019, at 10:00 a.m. to consider and, if thought fit, to pass the following resolutions. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 14 October 2019 (the "Circular"):

ORDINARY RESOLUTIONS

"THAT:
1. the execution of the CNPC Assets Management Trust Framework Agreement and its proposed annual caps (as defined and described in the Circular) be and are hereby confirmed, ratified and approved and the transactions contemplated thereunder be and is hereby approved; and
2. any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents (including under the seal of the Company), and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the CNPC Assets Management Trust Framework Agreement and its proposed annual caps and completing the transactions contemplated thereunder."
"THAT:
1. the execution of the Lucion Group Trust Framework Agreement and its proposed annual caps (as defined and described in the Circular) be and are hereby confirmed, ratified and approved and the transactions contemplated thereunder be and is hereby approved; and

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NOTICE OF EGM

1. any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents (including under the seal of the Company), and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the Lucion Group Trust Framework Agreement and its proposed annual caps and completing the transactions contemplated thereunder."
"THAT:
1. the execution of the Lucion Group Trust Financing Framework Agreement and its proposed annual caps (as defined and described in the Circular) be and are hereby confirmed, ratified and approved and the transactions contemplated thereunder be and is hereby approved; and
2. any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents (including under the seal of the Company), and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the Lucion Group Trust Financing Framework Agreement and its proposed annual caps and completing the transactions contemplated thereunder."
"THAT the Appointment of Non-executive Director be and hereby approved."

SPECIAL RESOLUTIONS

"THAT the Proposed Amendments to the Articles of Association as stated in Appendix II to the Circular be and are hereby approved and confirmed; and that the Board of Directors be and is hereby authorised to modify wordings of articles, apply, register, filing, take actions and execute documents as the Board may, in its absolute discretion, consider necessary or expedient, for and on behalf of the Company to obtain relevant approvals and all ancillary matters relating thereto to effect the proposed amendments to the Articles of Association."
"THAT the Proposed Amendments to the Procedural Rules for the General Meeting as stated in Appendix III to the Circular be and are hereby approved."

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NOTICE OF EGM

7. "THAT the Proposed Amendments to the Procedural Rules for the Board of Directors as stated in Appendix IV to the Circular be and are hereby approved."

By order of the Board

Shandong International Trust Co., Ltd.

WAN Zhong

Chairperson

Jinan, the People's Republic of China

14 October 2019

Notes:

The holders of H Shares and Domestic Shares whose names appear on the registers of the members of the Company on Thursday, 28 November 2019 are entitled to attend and vote at the EGM. The register of members of the Company will be closed from Tuesday, 29 October 2019 to Thursday, 28 November 2019, (both days inclusive), during which no transfer of Shares can be registered. All transfer documents together with the relevant share certificates must be lodged for registration with the Company's Hong Kong branch 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) or the Company's registered office at No. 166 Jiefang Road, Lixia District, Jinan, Shandong Province, the PRC (for holders of domestic shares) not later than 4:30 p.m. on Monday, 28 October 2019.
Shareholders who intend to attend the EGM in person or by proxy should complete and sign the reply slip accompanying the notice of the EGM and return it by hand, by post or by fax to the Company's H Share registrar (as mentioned below) (for holders of H shares) on or before Friday, 8 November 2019, or to the address of the company secretary of the Company (as mentioned below) (for holders of domestic shares) (if applicable). Completion and return of the reply slip do not affect the right of a Shareholder to attend the EGM. However, the failure to return the reply slip may result in adjournment of the EGM, if the number of shares carrying right to vote represented by the Shareholders proposing to attend the EGM by reply slip does not reach more than half of the total number of shares of the Company carrying right to vote at the EGM.
Any Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf. A proxy needs not be a Shareholder of the Company.
A proxy shall be appointed by an instrument in writing (including the proxy form). Such instrument shall be signed by the appointor or his/her attorney duly authorised in writing. If the appointor is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H share registrar for holders of H shares or at the address of the registered PRC office of the Company for holders of domestic shares not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting. If the instrument appointing the proxy is signed by a person authorised by the appointor, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarized power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H share registrar or the address of the registered PRC office of the Company (as may be applicable).
Shareholders or their proxies are required to produce their identification documents when attending the EGM.

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NOTICE OF EGM

6. Miscellaneous

It is expected that the EGM will last for half a day. All attending Shareholders shall arrange for their transportation and accommodation and shall bear all their own expenses in connection with their attendance.
Details on the abovementioned resolutions to be considered and approved at the EGM are set out in the circular of the Company in respect of the EGM dated 14 October 2019.
The address of Computershare Hong Kong Investor Services Limited is:
17M Floor, Hopewell Centre
183 Queen's Road East Wan Chai, Hong Kong Tel: (852) 2862 8555 Fax: (852) 2865 0990
The address of the registered office and principal place of business of the Company is:
No. 166 Jiefang Road, Lixia District, Jinan Shandong Province
PRC
Tel: +86 (531) 8656 6593
Fax: +86 (531) 8656 6593

As at the date of this notice, the Board comprises Mr. Wan Zhong and Mr. Yue Zengguang as executive Directors; Mr. Xiao Hua and Mr. Jin Tongshui as non-executive Directors; Mr. Yen Huai-chiang, Mr. Ding Huiping and Ms. Meng Rujing as independent non-executive Directors.

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Shandong International Trust Co. Ltd. published this content on 13 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2019 10:45:13 UTC

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Shandong International Trust Co., Ltd. is a company principally engaged in the provision of comprehensive financial service and wealth management service. The Company operates its business through two segments. Trust Business Segment is mainly engaged in the provision and management of a broad range of trusts to satisfy the financing, investment and wealth management needs of various types of clients. Proprietary Business Segment is mainly engaged in the allocating proprietary assets into different asset classes and investing in businesses with strategic value to trust business.

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2024-08-26 - Q2 2024 Earnings Release (Projected)

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