China Tonghai International Financial : NOTICE OF SEPCIAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 952)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the ''SGM'') of China Tonghai International Financial Limited (the ''Company'') will be held at Gloucester Room, 2/F, Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 21 May 2021 at 11 : 30 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company:

ORDINARY RESOLUTION

''THAT:

1. the Disposal as defined and described in the circular of the Company dated 27 April 2021 (the ''Circular'') are hereby approved; and
2. the directors of the Company (the ''Directors'') be and are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps as in the Directors sole and absolute discretion deem necessary, appropriate, desirable or expedient to implement and/or give effect to approve the Disposal (as defined in the Circular), as aforesaid.''

Yours faithfully,

By order of the Board of

China Tonghai International Financial Limited

HAN Xiaosheng

Chairman

Hong Kong, 27 April 2021

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Registered Office:	Head Office and Principal Place
Clarendon House	of Business in Hong Kong:
2 Church Street	18th and 19th Floors
Hamilton HM 11	China Building
Bermuda	29 Queen's Road Central
	Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company but must be present in person to represent the member.
2. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish. In the event that you attend the meeting after having returned a form of proxy to the branch share registrar of the Company in Hong Kong, your form or forms of proxy shall be deemed to be revoked.
3. In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of the said persons so present whose name stands first on the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.
4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under its common seal, or under the hand of any officer or attorney or other person, duly authorised; and the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority must be deposited at the office of the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof.
5. The Directors has fixed 4 : 30 p.m. on Friday, 14 May 2021 as the record time and date for ascertaining the entitlement of shareholders of the Company (the ''Shareholder(s)'') to attend and vote at the meeting. All transfers of shares accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at the address set out at Note (4) above not later than 4 : 30 p.m. on Friday, 14 May 2021.
6. If a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at any time between 8 : 00
   a.m. to 11 : 30 a.m. on Friday, 21 May 2021, the SGM will not be held on that day but will be automatically postponed. The Company will publish an announcement on its website (www.tonghaifinancial.com) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) to notify members of the Company of the date, time and location of the rescheduled meeting.

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7. In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the SGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the SGM venue or be required to leave the SGM venue;
2. the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the SGM at all times, and to maintain a safe distance between seats;
3. no refreshment will be served at the SGM;
4. no corporate gift will be distributed at the SGM; and
5. each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the SGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the SGM venue or be required to leave the SGM venue.

Any person who does not comply with above requirements may be denied entry into the SGM venue or be required to leave the SGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of other attendees at the SGM. In our case, denied entry to the SGM venue also means that person will not be allowed to attend the SGM.

In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of novel coronavirus, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the SGM as their proxy to vote on the resolution at the SGM instead of attending the SGM in person.

As at the date of this notice, the Board of the Company comprises:

Executive Directors:	Independent Non-executive Directors:
Mr. HAN Xiaosheng (Chairman)	Mr. Roy LO Wa Kei
Mr. FANG Zhou (Deputy Chairman)	Mr. KONG Aiguo
Mr. ZHANG Xifang	Mr. LIU Jipeng
Mr. LIU Hongwei	Mr. HE Xuehui
Mr. Kenneth LAM Kin Hing	Mr. HUANG Yajun
Non-executive Directors:
Mr. LIU Bing
Mr. ZHAO Yingwei
Mr. ZHAO Xiaoxia

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