China Innovationpay : FORMATION OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

China Innovationpay Group Limited

中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083) FORMATION OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to (i) the announcement of the Company dated 28 March 2017 in relation to, among others, the Acquisition and the Whitewash Waiver ("Announcement"); and (ii) the announcement of the Company dated 8 April 2017 in relation to, among others, the continuing connected transactions of the Company. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement.

The Independent Board Committee comprising Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang, being all the independent non-executive Directors, has been formed to advise the Independent Shareholders in connection with (i) the Acquisition (including but not limited to the grant of the Specific Mandate for the allotment and issue of the Consideration Shares); (ii) the Whitewash Waiver; (iii) the Third Party Payment Services Framework Agreement and the transactions contemplated thereunder; (iv) the proposed annual caps in respect of the transactions contemplated under the Third Party Payment Services Framework Agreement; (v) the Loan Agreement and the transactions contemplated thereunder; and (vi) the proposed annual caps in respect of the transactions contemplated under the Loan Agreement.

The Independent Board Committee has approved the appointment of SPDB International Capital Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with (i) the Acquisition (including but not limited to the grant of the Specific Mandate for the allotment and issue of the Consideration Shares); (ii) the Whitewash Waiver; (iii) the Third Party Payment Services Framework Agreement and the transactions contemplated thereunder; (iv) the proposed annual caps in respect of the transactions contemplated under the Third Party Payment Services Framework Agreement; (v) the Loan Agreement and the transactions contemplated thereunder; and (vi) the proposed annual caps in respect of the transactions contemplated under the Loan Agreement. SPDB International Capital Limited is a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

By Order of the Board

China Innovationpay Group Limited Guan Guisen

Chairman

Hong Kong, 11 April 2017

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Guan Guisen, Mr. Cao Chunmeng and Mr. Yan Xiaotian; and three independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omissions of which would make any statement in this announcement misleading.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 or this announcement misleading.

This announcement will remain on the "Latest Company Announcements" page of the GEM website for at least 7 days from the date of its posting and on the Company's website at www.innovationpay.com.hk.