Bairong : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND PROPOSED RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bairong Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Bairong Inc.

百 融 雲 創

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 6608)

PROPOSED GRANTING OF

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

PROPOSED RE-APPOINTMENT OF AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Bairong Inc. to be held at Floor 2, Hyatt Regency Beijing Wangjing, Lei Shing Hong Center, 8 Guangshun South Street, Chaoyang District, Beijing, China on Wednesday, June 16, 2021 at 2:00 p.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.brgroup.com). Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.

May 14, 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . .	5
Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . .	5
Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . .	6
Proposed Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . .	6
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I -	Explanatory Statement on the Share Repurchase Mandate . . . . . . . .	8
Appendix II -	Details of the Retiring Directors Proposed to be Re-elected at the AGM . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

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

"2019 ESOP"	the share incentive plan approved and adopted in August 2019
"AGM"	the annual general meeting of the Company to be held at Floor 2, Hyatt
		Regency Beijing Wangjing, Lei Shing Hong Center, 8 Guangshun South
		Street, Chaoyang District, Beijing, China on Wednesday, June 16, 2021
		at 2:00 p.m., or any adjournment thereof and notice of which is set out on
		pages 14 to 18 of this circular
"Articles of Association"	the articles of association of the Company, as amended from time to time
"Beijing Bairong",	Bairong Yunchuang Technology Co., Ltd. (百融雲創科技股份有限公
	"Onshore Holdco" or	司), a company established in China with limited liability on March 19,
	"variable interest	2014 and a Consolidated Affiliated Entity of our Company
	entity"
"Board"	the board of Directors
"Class A Share(s)"	class A ordinary share(s) in the share capital of our Company with a
		par value of US$0.00002 each, conferring weighted voting rights in our
		Company such that a holder of a Class A Share is entitled to ten votes per
		share on any resolution tabled at the Company's general meetings, save
		for resolutions with respect to any Reserved Matters, in which case they
		shall be entitled to one vote per share
"Class B Share(s)"	class B ordinary share(s) in the share capital of our Company with a
		par value of US$0.00002 each, conferring a holder of a Class B Share
		one vote per share on any resolution tabled at the Company's general
		meetings
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Company" or	Bairong Inc. (百融雲創), a company with limited liability incorporated
	"our Company"	under the laws of the Cayman Islands on June 21, 2018, and whose Class
		B Shares are listed on the Stock Exchange
"Consolidated Affiliated	Onshore Holdco and its subsidiaries and affiliated entities, the financial
	Entity(ies)"	accounts of which have been consolidated and accounted for as if
		they were subsidiaries of our Company by virtue of the Contractual
		Arrangements
"Contractual	the series of contractual arrangements entered into between, among
	Arrangement(s)"	others, the WFOE, the Onshore Holdco and the then Registered
		Shareholders
"Director(s)"	the director(s) of our Company

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	DEFINITIONS
"Group" or "our"	the Company, its subsidiaries and the Consolidated Affiliated Entities (the
	financial results of which have been consolidated and accounted for as
	subsidiaries of our Company by virtue of the Contractual Arrangements)
	from time to time, and where the context requires, in respect of the
	period prior to our Company becoming the holding company of its
	present subsidiaries, such subsidiaries as if they were subsidiaries of our
	Company at the relevant time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	May 7, 2021, being the latest practicable date prior to the printing of this
	circular for the purpose of ascertaining certain information contained in
	this circular
"Listing Date"	March 31, 2021, being the date on which the Class B Shares were listed
	on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange, as
	amended or supplemented from time to time
"Memorandum"	the memorandum of association of our Company, as amended from time
	to time
"Nomination Committee"	the nomination committee of the Company
"PRC" or "China"	the People's Republic of China excluding, for the purpose of this circular,
	Hong Kong, the Macau Special Administrative Region of the PRC and
	Taiwan
"Registered Shareholders"	the registered shareholders of the Onshore Holdco from time to time
"Reserved Matters"	those matters resolutions with respect to which each Share is entitled to
	one vote at general meetings of the Company pursuant to the Articles of
	Association, being: (i) any amendment to the Memorandum or Articles of
	Association, including the variation of the rights attached to any class of
	shares; (ii) the appointment, election or removal of any independent non-
	executive Director; (iii) the appointment or removal of the Company's
	auditors; and (iv) the voluntary liquidation or winding-up of the Company
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong), as amended or supplemented from time to time
"Share(s)"	the Class A Shares and Class B Shares in the share capital of the
	Company

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	DEFINITIONS
"Share Issue Mandate"	the general mandate to Directors to exercise the power of the Company to
	allot, issue and deal with new Class B Shares not exceeding 20% of the
	total number of the issued Shares as at the date of passing the ordinary
	resolution approving such mandate
"Share Repurchase	the general mandate to Directors to exercise the power of the Company to
Mandate"	repurchase Class B Shares not exceeding 10% of the total number of the
	issued Shares as at the date of passing the ordinary resolution approving
	such mandate
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers and Share Buy-backs issued by
	the Securities and Futures Commission of Hong Kong, as amended,
	supplemented or otherwise modified from time to time
"US$"	United States dollars, the lawful currency of the United States of America
"weighted voting right"	has the meaning ascribed to it under the Listing Rules
"WFOE"	Tianjin Bairong Technology Co., Ltd. (天津百融科技有限公司), a
	company established in China on August 14, 2018 and a wholly owned
	subsidiary of our Company
"WVR Beneficiary"	has the meaning ascribed thereto under the Listing Rules and unless
	the context otherwise requires, refers to Mr. Zhang Shaofeng, being the
	holders of Class A Shares entitling him to weighted voting rights
"%"	per cent.

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