CASH Financial Services : General mandates to buy back shares and to issue shares, re-election of the retiring directors and notice of annual general meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in CASH Financial Services Group Limited ("Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

CASH FINANCIAL SERVICES GROUP LIMITED ࣛ బ ږ ፄ ؂ ਕ ණ ྠ Ϟ ࠢ ʮ ̡*

(Incorporated in Bermuda with limited liability)

(Stock code: 510)

GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Ching Room, 4/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on 11 May 2021 (Tuesday) at 9:30 am is set out on pages 19 to 22 of this circular. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish and in such event, the proxy shall be deemed to be revoked.

30 March 2021

*

For identification purpose only

CONTENTS
Pages
Precautionary measures for the AGM .............................................	ii
Definitions ...................................................................	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3

A.	Buy-backMandate ...................................................	4
B.	ShareIssueMandate ..................................................	7
C.	Re-electionoftheretiringDirectors ......................................	8
D.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
E.	Documentsavailableforinspection ......................................	10
F.	Responsibilitystatement ...............................................	10
G.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
H.	Additionalinformation ................................................	10
Appendix	11
19

-

Details of the retiring Directors proposed to be re-elected at the AGM ......

Notice of the AGM ............................................................

i

PRECAUTIONARY MEASURES FOR THE AGM

Taking into account the recent development of the pandemic caused by the novel coronavirus pneumonia (COVID-19), the Company strongly recommends the Shareholders to appoint the chairman of the AGM as their proxy to vote on their behalf in respect of the resolutions to be proposed at the AGM to minimise the risk of infection. The Company also encourages the Shareholders to submit any question they have to the management of the Company by email [e-mail] advance of the AGM. For Shareholders attending the AGM in person, the Company will implement the following precautionary measures at the AGM:

• (a) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue;

• (b) every Shareholder or proxy is required to sterilise their hands with hand sanitiser and register at the counter at the entrance of the venue; and

• (c) every Shareholder or proxy is required to wear surgical face mask throughout the meeting.

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at Ching
Room, 4/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road,
Kowloon, Hong Kong on 11 May 2021 (Tuesday) at 9:30 am
"Board"	the board of Directors
"Buy-back Mandate"	a general mandate to buy back its fully paid up Shares
"Bye-laws"	the bye-laws of the Company, as amended from time to time
"CASH"	Celestial Asia Securities Holdings Limited (stock code: 1049), a
company incorporated in Bermuda with limited liability and its
shares are listed on the main board of the Stock Exchange, and the
substantial Shareholder
"CIGL"	Celestial Investment Group Limited, a company incorporated in the
British Virgin Islands with limited liability, a wholly-owned
subsidiary of CASH and the substantial Shareholder
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Company"	CASH Financial Services Group Limited (stock code: 510), a
company incorporated in Bermuda with limited liability and the
Shares are listed on the main board of the Stock Exchange
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"Latest Practicable Date"	23 March 2021, being the latest practicable date prior to the printing
of this circular
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock Exchange
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
"Share Consolidation"	the consolidation of every twenty (20) ordinary shares of HK$0.02
each in the share capital of the Company into one (1) consolidated
share of HK$0.40 each in the share capital of the Company effective
on 7 September 2020
1

DEFINITIONS
"Share Issue Mandate"	a general mandate proposed to be granted to the Directors to exercise
the powers of the Company to allot, issue and deal with Shares up to
a maximum of 20% of the number of issued Shares as at the date of
the passing of the resolution approving the Share Issue Mandate
"Share(s)"	share(s) of HK$0.4 each in the share capital of the Company
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"UK"	United Kingdom
"US"	United States
"%"	per cent

CASH FINANCIAL SERVICES GROUP LIMITED ࣛ బ ږ ፄ ؂ ਕ ණ ྠ Ϟ ࠢ ʮ ̡*

(Incorporated in Bermuda with limited liability)

(Stock code: 510)

Executive Directors	Registered Office
KWAN Pak Hoo Bankee	Clarendon House
LI Shing Wai Lewis	2 Church Street
KWAN Teng Hin Jeffrey	Hamilton HM 11
KWOK Ka Lok Lionel	Bermuda
NG Hin Sing Derek
Principal Place of Business
Independent Non-executive Directors	22/F Manhattan Place
CHENG Shu Shing Raymond	23 Wang Tai Road
LO Kwok Hung John	Kowloon Bay
LO Ming Chi Charles	Hong Kong
30 March 2021
To Shareholders
Dear Sir/Madam,

GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with:

(a)information on the proposal to grant to the Directors the Buy-back Mandate which is required under rule 10.06(1)(a)(iii) of the Listing Rules to be approved by Shareholders by a specific or general approval;

*For identification purpose only 3

• (b) information on the proposal to grant to the Directors the Share Issue Mandate;

• (c) information on the re-election of the retiring Directors; and

• (d) the notice of the AGM at which ordinary resolutions will be proposed to approve, inter alia, the Buy-back Mandate, the Share Issue Mandate and the re-election of the retiring Directors.

A.

BUY-BACK MANDATE

Pursuant to the general mandate approved by the Shareholders at the annual general meeting of the Company held on 8 June 2020, the Directors were authorised to exercise the powers of the Company to buy back up to 495,576,358 Shares, representing 10% of the aggregate number of the issued Shares as at the date of passing the resolution. Due to the Share Consolidation, such number of buy-back Shares was adjusted to 24,778,817 Shares effective on 7 September 2020. Under the Listing Rules, such general mandate will lapse at the conclusion of the AGM. The Company is proposing an ordinary resolution at the AGM for granting the general mandate to the Directors to buy back Shares up to 10% of the number of issued Shares as at the date of passing the resolution.

This circular contains all the information in relation to the Buy-back Mandate required pursuant to the Listing Rules which is set out as follows:

1.

REASON FOR SHARE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders.

The exercise of the Buy-back Mandate in full will not have a material adverse impact on the working capital and gearing position of the Company as compared with that disclosed in its most recent published audited accounts as at 31 December 2020. However, the Directors will not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

2.

SHARE CAPITAL

As at the Latest Practicable Date, the Company has 242,622,779 Shares in issue and an issued share capital of HK$97,049,111.60.

Assuming that no further Shares will be issued or purchased prior to the AGM, the exercise of the Buy-back Mandate in full would result in up to 24,262,277 Shares (representing 10% of the issued Shares as at the date of passing of the ordinary resolution) being bought back by the Company. Such Buy-back Mandate, if granted, will continue in force until the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein or the revocation of the Buy-back Mandate by an ordinary resolution of the Shareholders.

3.

FUNDING OF BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the applicable laws of Bermuda. The Directors propose that the buy-back of Shares under the Buy-back Mandate will be financed from the Company's internal resources.

4.

MARKETING PRICES

The highest and lowest prices at which the Shares have been traded as quoted on the Stock Exchange during each of the previous twelve months were as follows:

Highest	Lowest
HK$	HK$
2020
March	0.720*	0.420*
April	0.500*	0.420*
May	0.540*	0.360*
June	0.620*	0.400*
July	1.040*	0.520*
August	0.600*	0.440*
September	0.560*	0.204
October	0.460	0.365
November	0.600	0.405
December	0.710	0.470
2021
January	0.690	0.580
February	0.960	0.590
March (up to the Latest Practicable Date)	0.950	0.770

*

The prices of the Shares were adjusted as a result of the Share Consolidation effective on 7 September 2020.

5.

SHARE BUY-BACKS MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date (commencing from 1 September 2020 up to the Latest Practicable Date), the Company bought back a total of 23,910,000 shares of HK$0.02 par value each and 3,969,900 Shares of HK$0.4 par value each in its own issued share capital on the Stock Exchange before and after the Share Consolidation effective on 7 September 2020 respectively and such shares were then subsequently cancelled. Details of the buy-back of shares are summarised as follows:

Number ofNumber ofordinary shares ordinary SharesMonth of repurchaseof HK$0.02 per shareof HK$0.4 per share

Price per shareAggregate consideration paid

HighestLowest

HK$

HK$

HK$

Before Share Consolidation September 2020

23,910,000

N/A

0.027

0.025 617,418

After Share Consolidation September 2020

October 2020 November 2020

N/A N/A

1,359,900 510,000

N/A 2,100,000

0.530 0.445 0.580

0.395 603,093

0.390 217,500

0.420 1,038,120

Total

23,910,000 3,969,900 2,476,131

Save as disclosed above, the Company had not bought back, sold or redeemed any of the listed securities of the Company

6.

GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

If as a result of a share buy-back a Shareholder's proportionate interest in the voting rights of the buying-back company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code.

As at the Latest Practicable Date, CIGL (the substantial Shareholder) was interested in 86,140,854 Shares, representing approximately 35.50% of the number of issued Shares. In the event that the Directors exercised the Buy-back Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the interest of CIGL in the Company would be increased to approximately 39.44% of the issued share capital. In this case, such increase may give rise to an obligation of CIGL to make a mandatory general offer under rules 26 and 32 of the Takeovers Code. However, the Directors have no intention to exercise the Buy-back Mandate to such an extent that it will trigger the mandatory general offer under rules 26 and 32 of the Takeovers Code. The number of issued Shares held by the public will still be maintained at above 25% of the total number of issued Shares in the event of exercise of the Buy-back Mandate in full.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.

B.

SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 8 June 2020, a general mandate was given by the Company to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the resolution and such general mandate was extended by adding to it the aggregate number of any Shares bought back by the Company under the authority to buy back Shares granted on that date. Such general mandate will also lapse at the conclusion of the AGM.

The Board proposes to seek Shareholder's approval at the AGM to grant to the Directors the Share Issue Mandate. As at the Latest Practicable Date, the Company has an aggregate of 242,622,779 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Share Issue Mandate and on the basis that no further Shares are issued and/or bought back by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Share Issue Mandate to issue and allot up to 48,524,555 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date. At the AGM, an ordinary resolution will also be proposed for authorising an extension of the limit of the Share Issue Mandate so granted by adding to it the number of Shares bought back by the Company under the Buy-back Mandate, if granted.

C.

RE-ELECTION OF THE RETIRING DIRECTORS

The following Directors shall retire and, being eligible, offer themselves for re-election at the AGM:

• (i) Dr Kwan Pak Hoo Bankee and Mr Kwan Teng Hin Jeffrey, being executive Directors, shall retire at least once in every 3 years at the annual general meeting of the Company in accordance with the Bye-laws and corporate governance code;

• (ii) Mr Kwok Ka Lok Lionel, being newly appointed executive Director, shall retire at the annual general meeting of the Company in accordance with the Bye-laws; and

• (iii) Mr Cheng Shu Shing Raymond, Mr Lo Kwok Hung John and Mr Lo Ming Chi Charles, being independent non-executive Directors, shall retire at the annual general meeting of the Company in each year in accordance with their terms of office of directorship.

The re-election of each of the Directors is subject to a separate resolution as set out in the notice of the AGM in this circular.

In reviewing the structure of the Board, the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional and qualifications, skills, knowledge, length of service and industry and regional experience. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

In recommending each of Mr Cheng Shu Shing Raymond, Mr Lo Kwok Hung John and Mr Lo Ming Chi Charles to stand for re-election as an independent non-executive Director, the Board has considered the following backgrounds and attributes of the nominees concerned:

(a)Mr Cheng Shu Shing Raymond is the managing director of a watch manufacturing and trading company in Hong Kong. He has extensive experience in the watch manufacturing industry. Mr Cheng is an honorary fellow of The Professional Validation Centre of Hong Kong Business Sector and a member of Young Industrialists Council Ltd. He is the chairman of The Hospital Authority New Territories West Cluster Hospitals Charitable Trust and is a member of the Medical Development Sub-committee of the Hospital Governing Committee of Tuen Mun Hospital. Mr Cheng was the winner of The Young Industrialist Awards for the year 1992, a member of The Watches and Clocks Advisory Committee of Hong Kong Trade Development Council, the president of the Lions Club of Tuen Mun and the President of Love U All Charitable Foundation. He was the chairman of The Federation of Hong Kong Watch Trades and Industries Limited and is currently an advisor of the

Federation;

• (b) Mr Lo Kwok Hung John has extensive experience in the accounting, auditing and finance fields. He received a Master of Business Administration Degree from The Oklahoma City University, US and a Bachelor of Laws Degree (LL.B) from The University of London, UK. Mr Lo is a fellow of The Association of Chartered Certified Accountants; and

• (c) Mr Lo Ming Chi Charles has extensive professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries. He is a Certified Practising Accountant of the CPA Australia, and a fellow member of the Financial Services Institute of Australasia. Mr Lo has/had also served as independent non-executive director of certain listed companies in Hong Kong.

The Board considered that in view of their diverse and different educational backgrounds and professional knowledge and experience in the respective fields of manufacturing and trading, accounting, auditing and finance, and investment services as mentioned above and as set out in appendix to this circular, Mr Cheng, Mr Lo and Mr Lo as independent non-executive Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective business operation and their appointments will contribute to the diversification of skills of the Board with independent views appropriate to the requirements of the Company's business as well as for its growth and development.

Each of Mr Cheng, Mr Lo and Mr Lo has been acting as the independent non-executive Director of the Company for more than nine years. The Board also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of each of Mr Cheng, Mr Lo and Mr Lo, and re-affirmed the independency of each of Mr Cheng, Mr Lo and Mr Lo. Consequently, the Board recommends the re-election of each of Mr Cheng, Mr Lo and Mr Lo as independent non-executive Director at the AGM for another one-year term of office until the conclusion of the next annual general meeting.

Particulars of Directors proposed to be re-elected at the AGM are set out in appendix to this circular.

D.

AGM

Notice of the AGM containing the proposed ordinary resolutions to approve, inter alia, the Buy-back Mandate, the Share Issue Mandate and the re-election of the retiring Directors is set out on pages 19 to 22 of this circular. There is no abstained voting requirement for the resolutions to be proposed at the AGM. All the resolutions will be voted by way of poll at the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to be present at the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by no less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish and in such event, the proxy shall be deemed to be revoked.

E.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the correspondence address of the Company at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong during normal business hours from the date of this circular up to and including the date of the AGM:

• (a) the memorandum of association and the Bye-laws; and

• (b) the annual report of the Company for the year ended 31 December 2020.

F.

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 misleading.

G.

RECOMMENDATION

The Directors believe that the Buy-back Mandate, the Share Issue Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions at the AGM.

H.

ADDITIONAL INFORMATION

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

On behalf of the Board

Bankee P. Kwan Chairman & CEO

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM:

Dr Bankee Pak-hoo KWAN Chairman, CEO and Executive Director

• (a) Dr Kwan, aged 61, joined the Board on 11 August 2000.

• (b) Dr Kwan is responsible for devising the overall business strategy of the Group. He is also the director of subsidiaries of the Group and a member of the Remuneration Committee of the Company.

• (c) Dr Kwan joined CASH's board on 9 March 1998. He is the Chairman, chief executive officer and executive director of CASH and also a member of the remuneration committee of CASH. Save as herein disclosed, Dr Kwan has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Dr Kwan has extensive experience in corporate management, strategic planning, marketing management, financial advisory and banking. An MBA graduate from The Murdoch University of Perth, Australia and a BBA graduate from The Chinese University of Hong Kong, Dr Kwan was also conferred an Honorary Doctorate degree in Business Administration. Dr Kwan is also a fellow of the Institute of Financial Accountants, UK, the Hong Kong Securities and Investment Institute and the Hong Kong Institute of Marketing (HKIM). He is a Certified Professional Marketer (HK) of HKIM. He is a Justice of Peace (JP) of the HKSAR.

• (e) Dr Kwan is a firm believer in youth education and development. He is a John Harvard fellow of The Harvard University, US; a member of the Harvard University Asia Center Advisory Committee; a trustee of New Asia College of The Chinese University of Hong Kong; an honorary fellow of The Open University of Hong Kong; a member of the Court of City University of Hong Kong, an Adjunct Professor of The Hang Seng University of Hong Kong and an advisory professor and a honorary member of the Board of Trustees of Nanjing University. Dr Kwan is also an honorary advisor of several higher education institutions, including the LiPACE of The Open University of Hong Kong and the Academy of Oriental Studies of Peking University.

In addition to education, Dr Kwan is also active in serving the community. Currently, he is the deputy chairman of the Business Facilitation Advisory Committee (BFAC) and also the convenor of the Wholesale and Retail Task Force (WRTF) of BFAC; a non-executive director of the Mandatory Provident Fund Schemes Authority (MPFA); a standing committee member and deputy convener (Hong Kong and Macao Members) of the Chinese People's Political Consultative Conference (CPPCC), Shanghai Committee; executive vice president of Hong Kong-Shanghai Economic Development Association; a member of the 5th Council of the China Overseas Friendship Association; a member of the Election Committee for the Fourth and the Fifth Term of the Chief Executive Election of the HKSAR; a director, honorary advisor and past chairman of the Hong Kong Retail Management Association (HKRMA); a member of the Labour Advisory Board of the HKSAR; a member of the Marketing Management Committee of the Hong Kong Management Association (HKMA); a director of the Hong Kong Justice of Peace Association; an honorary advisor of Hong Kong Small and Medium Enterprises Association. Dr Kwan has also been a member of the Central Policy Unit of the Government of the HKSAR and an honorary advisor of the CEPA Business Opportunities Development Alliance.

In December 2009, Dr Kwan was named "Entrepreneur of the Year 2009" in the Asia Pacific Entrepreneurship Awards as organised by Enterprise Asia, which recognised his outstanding entrepreneurial success and significant contributions to economic life and society. In April 2016, Dr Kwan was named "Man of the Year for Leadership in Asia" by IAIR, the world's leading financial magazine. The annual IAIR Awards recognise outstanding professionals who actively promote excellences in innovation and sustainability. In August 2018, he was bestowed with the "World Outstanding Chinese Award" organised by World Chinese Business Investments Foundation, which recognised his great contribution to the global Chinese society. In December 2019, The Hang Seng University of Hong Kong bestowed the "Junzi Entrepreneur Award" on Dr Kwan, recognising his continuous contribution to the society of Hong Kong.

(f)

There is no service contract entered into between the Company and Dr Kwan. Dr Kwan is not appointed for a specific term but he is subject to retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Bye-laws and the corporate governance code.

• (g) Dr Kwan is also the substantial Shareholder of the Company. Dr Kwan is the father of Mr Kwan Teng Hin Jeffrey (the executive director of the Company and CASH). Save as herein disclosed, Dr Kwan has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (h) Within the meaning of Part XV of the SFO, Dr Kwan has the following interests as at the Latest Practicable Date:

  • (i) corporate interest of 86,140,854 Shares; and

  • (ii) personal interest of options with rights to subscribe for 1,800,000 shares and 2,472,000 shares in the Company at the exercise price of HK$1.42 each and HK$0.48 each respectively.

• (i) Dr Kwan is currently entitled to a monthly salary of HK$200,000, plus year end discretionary bonus which will depend on his working performance.

• (j) Dr Kwan was a director of Celestial (International) Securities & Investment Limited ("CISI", a company incorporated in Hong Kong and was a then wholly-owned subsidiary of the Company) which was engaged in money lending. In 2003, a winding-up proceedings was made against CISI for an amount of HK$1,662,598.31 in relation to rental disputes. A winding-up order was made by the court and a liquidator was appointed to wind up CISI. CISI was dissolved by compulsory liquidation on 9 June 2009.

• (k) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Jeffrey Teng-hin KWAN Executive Director

• (a) Mr Jeffrey Kwan, aged 31, joined the Board on 12 June 2017.

• (b) Mr Jeffrey Kwan is in charge of the strategic and corporate development of the Group. He is also the director of subsidiaries of the Group.

• (c) Mr Jeffrey Kwan joined CASH's board on 2 September 2019. He is an executive director of CASH. Save as herein disclosed, Mr Jeffrey Kwan has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Mr Jeffrey Kwan has extensive experience in the fields of financial technology, corporate and strategic management, private equity and investment management. He received a Bachelor of Arts Degree in Psychology from the Johns Hopkins University, US. He is a member of the Hong Kong Securities and Investment Institute.

• (e) Mr Jeffrey Kwan has entered into a service contract with the Company for a term of two years commencing from 12 June 2017 and will continue thereafter until terminated by three months' notice in writing served by either party on the other. Mr Jeffrey Kwan is subject to the retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Bye-laws and the corporate governance code.

• (f) Mr Jeffrey Kwan is the son of Dr Kwan Pak Hoo Bankee (Chairman, CEO, executive Director and substantial Shareholder of the Company, and Chairman, chief executive officer and executive director of CASH). Save as herein disclosed, Mr Jeffrey Kwan has no relationship with any Director, senior management, management Shareholders, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Jeffrey Kwan has personal interests of options with rights to subscribe for 1,800,000 shares and 2,472,000 shares in the Company at the exercise price of HK$1.42 each and HK$0.48 each respectively as at the Latest Practicable Date.

• (h) Mr Jeffrey Kwan is currently entitled to a monthly salary of HK$70,000, plus year end discretionary bonus which will depend on his working performance, as specified in his service contract with the Company. The salary is determined by reference to his duties and responsibilities with the Company and the prevailing market rate of similar position.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Lionel Ka-lok KWOK Executive Director

• (a) Mr Kwok, aged 61, joined the Board on 8 December 2020.

• (b) Mr Kwok is the President and in charge of the wealth management and business development of the Group. He is also the responsible officer of CASH Wealth Management Limited and Celestial Securities Limited (wholly-owned subsidiaries of the Group).

• (c) Mr Kwok has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Mr Kwok has extensive experience in the fields of investment, wealth management, international financial markets, private banking, investment banking, asset management, trading and sales. He received a Bachelor of Social Science Degree in Economics from The Chinese University of Hong Kong. He is a Chartered Financial Analyst of CFA Institute, US, a CERTIFIED FINANCIAL PLANNERCM of the Institute of Financial Planners, Hong Kong, a Financial Risk Manager of the Global Association of Risk Professionals, US and a holder of International Certificate for Financial Advisers jointly organised by the Chartered Insurance Institute and the Institute of Financial Planners, Hong Kong.

• (e) Mr Kwok has entered into a service contract with the Company for a term of three years commencing from 8 December 2020 and shall be terminated by three months' prior notice in writing served by either party on the other. The service contract will be renewable automatically for successive terms of three years upon expiry of the term of the appointment. Mr Kwok is subject to the retirement by rotation at least once in every three financial years at each annual general meeting of the Company in accordance with the Bye-laws and the corporate governance code.

• (f) Mr Kwok has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Kwok has personal interests of options with rights to subscribe for 900,000 shares in the Company at the exercise price of HK$1.42 each as at the Latest Practicable Date.

• (h) Mr Kwok is currently entitled to a monthly salary of HK$80,000, plus year end discretionary bonus which will depend on his working performance, as specified in his service contract with the Company. The salary is determined by reference to his duties and responsibilities with the Company and the prevailing market rate of similar position.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Raymond Shu-shing CHENG Independent Non-executive Director

• (a) Mr Cheng, aged 65, joined the independent Board on 18 September 2002.

• (b) Mr Cheng is also the chairman of the Audit Committee and the Remuneration Committee of the Company.

• (c) Mr Cheng has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Mr Cheng has extensive experience in watch manufacturing industry and is the managing director of a watch manufacturing and trading company in Hong Kong. He is an honorary fellow of The Professional Validation Centre of Hong Kong Business Sector and a member of Young Industrialists Council Ltd. He is the chairman of The Hospital Authority New Territories West Cluster Hospitals Charitable Trust and is a member of the Medical Development Sub-committee of the Hospital Governing Committee of Tuen Mun Hospital.

  Mr Cheng was the winner of The Young Industrialist Awards for the year 1992, a member of The Watches and Clocks Advisory Committee of Hong Kong Trade Development Council, the president of the Lions Club of Tuen Mun and the President of Love U All Charitable Foundation. He was the chairman of The Federation of Hong Kong Watch Trades and Industries Limited and is currently an advisor of the Federation.

• (e) There is no service contract entered into between the Company but an appointment letter was signed between the Company and Mr Cheng. The term of office of Mr Cheng is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Cheng is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

• (f) Mr Cheng has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) As at the Latest Practicable Date, Mr Cheng was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

• (h) Mr Cheng was entitled to a director's fee of HK$150,000 for the year ended 31 December 2020. Mr Cheng's remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr John Kwok-hung LO Independent Non-executive Director

• (a) Mr Lo, aged 62, joined the independent Board on 27 September 2005.

• (b) Mr Lo is a member of the Audit Committee of the Company.

• (c) Mr Lo has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Mr Lo has extensive experience in the accounting, auditing and finance fields. He received a Master of Business Administration Degree from The Oklahoma City University, US and a Bachelor of Laws Degree (LL.B) from The University of London, UK. Mr Lo is a fellow of The Association of Chartered Certified Accountants.

• (e) There is no service contract entered into between the Company and Mr Lo but an appointment letter was signed between the Company and Mr Lo. The term of office of Mr Lo is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Lo is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

• (f) Mr Lo has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) Within the meaning of Part XV of the SFO, Mr Lo has personal interests of 62,775 Shares as at the Latest Practicable Date.

• (h) Mr Lo was entitled to a director's fee of HK$150,000 for the year ended 31 December 2020.

  Mr Lo's remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

Mr Charles Ming-chi LO Independent Non-executive Director

• (a) Mr Lo, aged 71, joined the independent Board on 27 October 2008.

• (b) Mr Lo is also a member of the Audit Committee and the Remuneration Committee of the Company.

• (c) Mr Lo is an independent non-executive director of Carrianna Group Holdings Company Limited (stock code: 126).

  Save as herein disclosed, Mr Lo has not held any directorship in other listed public company (the securities of which are listed on any securities market in Hong Kong or overseas) during the three years preceding the Latest Practicable Date.

• (d) Mr Lo has extensive professional and business experience in financial and investment services in Australia, Hong Kong and other Asian countries. He is a Certified Practising Accountant of the CPA Australia, and a fellow member of the Financial Services Institute of Australasia.

• (e) There is no service contract entered into between the Company and Mr Lo but an appointment letter was signed between the Company and Mr Lo. The term of office of Mr Lo is one year commencing from the date of annual general meeting up to the date of the next annual general meeting. Mr Lo is required to retire, but be eligible for re-election, at each annual general meeting of the Company subsequently to be held for each financial year.

• (f) Mr Lo has no relationship with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company.

• (g) As at the Latest Practicable Date, Mr Lo was not interested or deemed to be interested in any Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

• (h) Mr Lo was entitled to a director's fee of HK$150,000 for the year ended 31 December 2020.

  Mr Lo's remuneration for the current year will be recommended and fixed by the Board with reference to the prevailing market rate.

• (i) Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

CASH FINANCIAL SERVICES GROUP LIMITED ࣛ బ ږ ፄ ؂ ਕ ණ ྠ Ϟ ࠢ ʮ ̡*

(Incorporated in Bermuda with limited liability)

(Stock code: 510)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of CASH Financial Services Group Limited ("Company") will be held at Ching Room, 4/F, Sheraton Hong Kong Hotel & Towers, 20

Nathan Road, Kowloon, Hong Kong on 11 May 2021 (Tuesday) at 9:30 am for the following purposes:

• 1. To receive and consider the financial statements and the reports of the Directors and the

• auditor for the year ended 31 December 2020.

  2.

  • A. To re-elect the following retiring Directors of the Company for the ensuing year:

    • (i) Dr Kwan Pak Hoo Bankee

    • (ii) Mr Kwan Teng Hin Jeffrey

    • (iii) Mr Kwok Ka Lok Lionel

    • (iv) Mr Cheng Shu Shing Raymond

    • (v) Mr Lo Kwok Hung John

    • (vi) Mr Lo Ming Chi Charles

  • B. To authorise the Directors to fix the Directors' remuneration.

• 3. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Directors to fix its remuneration.

*For identification purpose only

As special businesses, to consider and, if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:

ORDINARY RESOLUTIONS

4.

A.

"THAT

• (a) subject to paragraph A(c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph A(a) above shall authorise the Directors of the Company during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph A(a) above, otherwise than pursuant to shares issued as a result of a Rights Issue (as hereinafter defined) or pursuant to exercise of options under the share option scheme or similar arrangement of the Company or any shares allotted in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

  • 1. the conclusion of the next annual general meeting of the Company;

  • 2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

  • 3. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

B.

"THAT

• (a) subject to paragraph B(b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back issued shares of the Company on the Stock Exchange or on any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of The Rules Governing the Listing of Securities on the Stock Exchange or on any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the total number of shares in the Company to be bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph B(a) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution and the said approval be limited accordingly; and

• (c) for the purposes of this resolution:

  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

  • 1. the conclusion of the next annual general meeting of the Company;

  • 2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

  • 3. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

C.

"THAT subject to and conditional upon resolutions numbered 4A and 4B above being passed, the total number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in resolution numbered 4B above be added to the total number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to resolution numbered 4A above."

By order of the Board
Suzanne W S Luke
Company Secretary
Hong Kong, 30 March 2021
Registered office:	Head office and principal place
Clarendon House	of business in Hong Kong:
2 Church Street	22/F Manhattan Place
Hamilton HM 11	23 Wang Tai Road
Bermuda	Kowloon Bay
Hong Kong
Notes:

• 1. A member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed.

• 2. In order to be valid, the form of proxy must be deposited at the branch share registrar of the Company, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of that power of attorney or other authority, not less than 48 hours before the time for holding the meeting or any adjourned meeting.

• 3. In order to qualify for attending and voting at the above meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Standard Limited at

• Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 pm on 5 May 2021.

• 4. The biographical details of Dr Kwan Pak Hoo Bankee, Mr Kwan Teng Hin Jeffrey, Mr Kwok Ka Lok Lionel, Mr Cheng Shu Shing Raymond, Mr Lo Kwok Hung John and Mr Lo Ming Chi Charles, being Directors proposed to be re-elected at the forthcoming annual general meeting, are provided in appendix to this circular.

• 5. The votes to be taken at the meeting for the resolutions will be by way of poll.