CIFI : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2019 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CIFI Holdings (Group) Co. Ltd., you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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.

CIFI Holdings (Group) Co. Ltd.

旭 輝 控 股（ 集 團 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2019 ANNUAL GENERAL MEETING

A notice convening the 2019 AGM (as defined on page 1 of this circular) of CIFI Holdings (Group) Co. Ltd. to be held at Ballroom C, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 14 May 2019 at 10:00 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the 2019 AGM is enclosed with this circular.

Whether or not you are able to attend the 2019 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the 2019 AGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2019 AGM should you so wish.

Hong Kong, 9 April 2019

		CONTENTS
			Page
Definitions	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .		5
4.	Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
5.	2019 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
6.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
7.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		8
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II -		Details of Directors proposed to be re-elected . . . . . . . . . . . . .	13
Notice of 2019 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			18

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context

requires otherwise:

"2019 AGM"	the annual general meeting of the Company to be held
	at Ballroom C, Level 5, Island Shangri-La, Pacific
	Place, Supreme Court Road, Central, Hong Kong on
	Tuesday, 14 May 2019 at 10:00 a.m. or any
	adjournment thereof
"Articles of Association"	the articles of association of the Company as
	amended, supplemented or otherwise modified from
	time to time
"associate"	has the same meaning ascribed to it under the Listing
	Rules
"Board"	the board of Directors
"Business Day"	a day other than public holiday on which banks are
	generally open for business in Hong Kong
"Companies Law"	the Companies Law Cap. 22 of the Cayman Islands
	and any amendments or other statutory modifications
	thereof
"Company"	CIFI Holdings (Group) Co. Ltd., an exempted
	company incorporated with limited liability in the
	Cayman Islands on 20 May 2011, the Shares of which
	are listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Latest Practicable Date"	2 April 2019, being the latest practicable date prior to
	printing of this circular for ascertaining certain
	information referred to in this circular prior to its
	publication

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"PRC"	the People's Republic of China, and for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region and Taiwan
"Repurchase Mandate"	a general mandate proposed to be granted to the
	Directors at the 2019 AGM to exercise the power of the
	Company to repurchase, during the period as set out
	in the Repurchase Resolution, Shares up to a
	maximum of 10% of the total issued Shares as at the
	date of passing the Repurchase Resolution
"Repurchase Resolution"	the proposed ordinary resolution as referred to in
	ordinary resolution no. 6 of the notice of the 2019
	AGM
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended, supplemented
	or otherwise modified from time to time
"Share(s)"	the ordinary shares of HK$0.10 each in the share
	capital of the Company, or, if there has been a
	sub-division, reduction, consolidation, reclassification
	or reconstruction of the share capital of the Company,
	the shares forming part of the ordinary equity share
	capital of the Company or such nominal amount as
	shall result from any such sub-division, reduction,
	consolidation, reclassification or reconstruction
"Shareholder(s)"	the registered holder(s) of the Shares
"Share Issue Mandate"	a general mandate proposed to be granted to the
	Directors at the 2019 AGM to exercise the power of the
	Company to allot, issue and deal with Shares, during
	the period as set out in the proposed ordinary
	resolution as referred to in ordinary resolution no. 5,
	Shares up to a maximum of 20% of the total issued
	Shares as at the date of passing of the resolution
	approving the Share Issue Mandate

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	DEFINITIONS
"Share Repurchase Rules"	the relevant rules set out in the Listing Rules to
	regulate the repurchase by companies with primary
	listing on the Stock Exchange of their own securities
	on the Stock Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong as
	amended, supplemented or otherwise modified from
	time to time
"%"	per cent.

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