China Fortune Financial : POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 27 AUGUST 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

China Fortune Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 290)

Website: http://www.290.com.hk

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 27 AUGUST 2020

Reference is made to the circular (the "Circular") and the notice (the "EGM Notice") convening the extraordinary general meeting of China Fortune Financial Group Limited (the "Company"), both dated 29 July 2020, in relation to, among others, the Supplemental Loan Agreement and the CB Extension. Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless defined otherwise herein.

POLL RESULTS OF THE EGM

The Board announces that (i) the ordinary resolution approving the Supplemental Loan Agreement and the transactions contemplated thereunder as set out in the EGM Notice was duly passed by the Shareholders by way of poll at the extraordinary general meeting held on 27 August 2020 (the "EGM"); and (ii) the ordinary resolution approving the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate as set out in the EGM Notice was not passed by the Independent Shareholders by way of poll at the EGM.

As stated in the Circular, the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate were subject to the approval of the Independent Shareholders at the EGM. Riverhead Capital is considered to have a material interest in the transactions contemplated under the Amendment Deed and the proposed grant of the Specific Mandate and accordingly Riverhead Capital and its associates were required to abstain and had abstained from voting on ordinary resolution No. 2 of the ordinary resolutions as set out in the EGM Notice (the "Ordinary Resolutions") at the EGM.

Save as disclosed above, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder had any material interest in (i) the Supplemental Loan Agreement and the transactions contemplated thereunder; or (ii) the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate. Accordingly, no other Shareholder was required to abstain from voting at the EGM under the Listing Rules.

As at the date of the EGM, the total number of issued Shares was 9,153,078,859 Shares. 2,744,350,000 Shares were held by Riverhead Capital and its associates. Accordingly, the total number of Shares entitling the Shareholders to attend and vote for or against ordinary resolution No. 1 and ordinary resolution No. 2 of the Ordinary Resolutions at the EGM were 9,153,078,859 Shares and 6,408,728,859 Shares respectively.

Save as disclosed above, no Shareholder was entitled to attend but was required to abstain from voting in favor of the Ordinary Resolutions at the EGM pursuant to Rule 13.40 of the Listing Rules, and no Shareholder had stated his/her/its intention in the Circular to vote against or to abstain from voting at the EGM.

The Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, was appointed as the scrutineer for the vote-taking at the EGM.

The poll results in respect of the Ordinary Resolutions proposed at the EGM were as follows:

		Number of Votes	Total Number
	Ordinary Resolutions*	(Approx. %)	of Votes
		For	Against
1.	To approve the Supplemental Loan Agreement	3,124,800,807	2,216,430,000	5,341,230,807
	and all the transactions contemplated	(58.50%)	(41.50%)
	thereunder and to authorise any Directors to do
	such acts and things, to sign and execute all
	such further documents and to take such steps
	as they may consider necessary, appropriate,
	desirable or expedient to give effect to or in
	connection with the Supplemental Loan
	Agreement and any transactions contemplated
	thereunder.
2.	To approve the Amendment Deed and the grant	380,450,807	2,216,430,000	2,596,880,807
	of the Specific Mandate, and to authorise any	(14.65%)	(85.35%)
	Directors to do such acts and things, to sign and
	execute all such further documents and to take
	such steps as they may consider necessary,
	appropriate, desirable or expedient to give
	effect to or in connection with the CB
	Extension contemplated under the Amendment
	Deed.

* The full text of the Ordinary Resolutions was set out in the EGM Notice.

THE SUPPLEMENTAL LOAN AGREEMENT AND EXTENSION OF REPAYMENT DATE OF LOAN

As more than 50% of the votes were cast in favor of ordinary resolution No. 1 of the Ordinary Resolutions, such ordinary resolution was duly passed as an ordinary resolution of the Company.

LAPSE OF THE CB EXTENSION UNDER THE AMENDMENT DEED

As less than 50% of the votes were cast in favour of ordinary resolution No. 2 of the Ordinary Resolutions, such ordinary resolution was not passed as an ordinary resolution of the Company.

Given that the approval of the amendments to the terms and conditions of the Convertible Bonds and the proposed grant of the Specific Mandate by the Independent Shareholders at the EGM, being a precondition of the Amendment Deed, was not obtained, the CB Extension under the Amendment Deed will not be proceeded.

As the Tranche 2 CB matured on 28 June 2020, the Company shall pay the outstanding principal in the amount of HK$60,000,000 under the Tranche 2 CB together with all accrued and unpaid interests to the current holder of the Tranche 2 CB pursuant to the terms and conditions of the Convertible Bonds from the Company's internal resources.

The Company considers that the lapse of the CB Extension under the Amendment Deed shall have no material adverse effect on the Company's business operations and financial position.

By Order of the Board

China Fortune Financial Group Limited

ZHU Yi

Chairman Executive Officer

and Executive Director

Hong Kong, 27 August 2020

As at the date of this announcement, the board of Directors consists of three executive Directors, namely Mr. XIE Zhichun (Chairman), Mr. ZHU Yi and Ms. SUN Qing; three non-executive Directors, namely Mr. HAN Hanting, Mr. CHEN Zhiwei and Mr. WU Ling; and four independent non-executive Directors, namely Mr. CHAN Kin Sang, Mr. CHIU Kung Chik, Mr. LI Gaofeng and Mr. LIU Xin.