China Huirong Financial : NOTICE OF ANNUAL GENERAL MEETING 2019-04-17

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 HUIRONG FINANCIAL HOLDINGS LIMITED

中 國 匯 融 金 融 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1290)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of China Huirong Financial Holdings Limited (the ''Company'') will be held at VIP Hall, Huaqiang Plaza Hotel Shenzhen, No. 1019 North Huaqiang Road, Shenzhen, PRC on Tuesday, 28 May 2019 at 10:00 a.m. for the following purposes:

1.To receive and consider the audited consolidated financial statements, the reports of the directors and auditors of the Company for the year ended 31 December 2018;

2.To declare a final dividend of HK$0.0130 per share for the year ended 31 December 2018;

3.To re-elect Mr. Zhang Changsong as an executive director of the Company;

4.To re-elect Mr. Zhang Cheng as a non-executive director of the Company;

5.To re-elect Ms. Zhang Shu as a non-executive director of the Company;

6.To re-elect Mr. Ling Xiaoming as a non-executive director of the Company;

7.To authorise the board of directors of the Company to fix the respective directors' remuneration;

8.To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

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9.To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

(a)subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations;

(b)the total number of shares which may be bought back by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); 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:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.''

10.To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

(a)subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors 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 would or might require the exercise of such powers during or after the Relevant Period (as defined below);

(b)the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i)a Rights Issue (as defined below);

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(ii)the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares of the Company;

(iii)the exercise of options under a share option scheme of the Company; and

(iv)any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association 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 (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); 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:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii)the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

''Right Issue'' means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).''

11.To consider, and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT conditional upon the passing of resolutions No. 9 and 10 contained in the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution No. 10 as contained in the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount

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representing the aggregate number of shares bought back by the Company pursuant to the mandate referred to in the resolution No. 9 as contained in the Notice, provided that such amount shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution.''

By Order of the Board

China Huirong Financial Holdings Limited

Wu Min

Chairman of the Board

Hong Kong, 18 April 2019

Notes:

1.All resolutions at the annual general meeting (the ''Meeting'') (except those relate purely to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the Meeting may decide, in good faith) will be taken by a poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2.Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend the Meeting and vote on a poll on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

3.In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Sunday, 26 May 2019) or any adjournment thereof (as the case may be). Please note that 25 and 26 May 2019 are not working days for Computershare Hong Kong Investor Services Limited, and its offices will not be opened on these days for physical delivery of the form of proxy. To be effective, all forms of proxy must be lodged with Computershare Hong Kong Investor Services Limited before the deadline. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4.The register of members of the Company will be closed from Thursday, 23 May 2019 to Tuesday, 28 May 2019 (both dates inclusive) and from Monday, 3 June 2019 to Tuesday, 4 June 2019 (both dates inclusive), during which periods no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Wednesday, 22 May 2019. In order to qualify for the proposed final dividend (subject to the approval by shareholders at the forthcoming Meeting), all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at the abovementioned address for registration by 4:30 p.m. on Friday, 31 May 2019.

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5.References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this announcement, the executive directors of the Company are Mr. Wu Min and Mr. Zhang Changsong, the non-executive directors of the Company are Mr. Zhuo You, Mr. Zhang Cheng, Ms. Zhang Shu and Mr. Ling Xiaoming and the independent non-executive directors of the Company are Mr. Zhang Huaqiao, Mr. Feng Ke and Mr. Tse Yat Hong.

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