Public Financial : Circular - Proposals in respect of General Mandates to Buy Back and Issue Shares and Re-election of Directors

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 Public Financial Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 626)

PROPOSALS IN RESPECT OF GENERAL MANDATES TO

BUY BACK AND ISSUE SHARES AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Public Financial Holdings Limited (the "Company") to be held at Room 3-5, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 22 April 2021 at 11:00 a.m. (the "2021 AGM") is set out on pages 12 to 16 of this circular.

Whether or not you are able to attend the 2021 AGM, please 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, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 48 hours before the time appointed for holding the meeting. Completion of the form of proxy and its return will not preclude you from attending and voting in person at the 2021 AGM if you so wish.

PRECAUTIONARY MEASURES FOR THE 2021 AGM

Please see page 1 of this circular for various measures that might be implemented by the Company at the 2021 AGM to try to prevent and control the spread of the Novel Coronavirus ("COVID-19") in view of the latest developments (including relevant regulatory restrictions as imposed by the Hong Kong Government). Possible precautionary measures include but are not limited to:

• (1) Body temperature check for each attendee

• (2) Wearing of a surgical face mask throughout the meeting by each attendee

• (3) No provision of refreshments or beverages

• (4) No distribution of corporate gift

Any person who does not comply with the precautionary measures or is subject to any mandatory quarantine imposed by the Hong Kong Government on the date of the 2021 AGM will be denied entry into the meeting venue. The Company strongly recommends shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxies and to return their forms of proxy by the time specified above, instead of attending the 2021 AGM in person.

*

For identification purpose only

19 February 2021

PRECAUTIONARY MEASURES FOR THE 2021 AGM

To safeguard the health and safety of attendees and to prevent the spreading of COVID-19, the Company might, in view of the latest developments (including relevant regulatory restrictions as imposed by the Hong Kong Government), implement the following precautionary measures at the 2021 AGM to reduce the chance of infection and exposure for the attendees. Relevant measures include but are not limited to:

• 1. Compulsory body temperature checks will be conducted for each of the shareholders, proxies and other attendees at the entrance of the meeting venue. Any person with a body temperature of over 37.5 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong Government will be denied entry into, or be required to leave, the meeting venue.

• 2. Each attendee must wear a surgical face mask inside the meeting venue throughout the entire meeting and to maintain a safe distance between seats.

  Please note that no masks will be provided at the meeting venue and attendees should bring and wear their own masks.

• 3. The seating distance inside the meeting venue will be widened so as to reduce interaction among attendees. As a result, only a limited number of seats will be provided.

• 4. No refreshments or beverages will be served.

• 5. No corporate gift will be distributed.

Attendees are requested to observe and practise good personal hygiene at all times at the meeting venue. The Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue so as to ensure the health and safety of the attendees at the 2021 AGM.

The Company would like to remind all attending shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising their voting rights. In light of the risk posed by the COVID-19 pandemic, the Company strongly recommends shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxies and to return their forms of proxy as early as possible, instead of attending the 2021 AGM in person.

Due to the ever-evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the 2021 AGM arrangements at short notice. Shareholders are advised to check The Stock Exchange of Hong Kong Limited's (the "Stock Exchange") website atwww.hkexnews.hkor the Company's website atwww.publicfinancial.com.hkfor further announcements and updates on the 2021 AGM arrangements that may be issued.

(Incorporated in Bermuda with limited liability)

(Stock Code: 626)

Non-Executive Directors:	Registered Office:
Tan Sri Dato' Sri Dr. Teh Hong Piow (Chairman)	Clarendon House
Dato' Chang Kat Kiam	2 Church Street
Chong Yam Kiang	Hamilton HM 11
Quah Poh Keat	Bermuda
Executive Director:	Head Office and
Tan Yoke Kong	Principal Place of Business:
2/F, Public Bank Centre
Independent Non-Executive Directors:	120 Des Voeux Road Central
Lai Wan (Co-Chairman)	Central, Hong Kong
Lee Chin Guan
Tang Wing Chew
19 February 2021
To the shareholders
Dear Sir or Madam,

PROPOSALS IN RESPECT OF GENERAL MANDATES TO

BUY BACK AND ISSUE SHARES AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the 2021 AGM of the Company relating to (i) the granting of general mandates to the directors of the Company (the "Directors") to buy back and issue ordinary shares of the Company; and (ii) the re-election of retiring Directors.

*

For identification purpose only

GENERAL MANDATES TO BUY BACK SHARES AND ISSUE SHARES

At the 2021 AGM, an ordinary resolution will be proposed that the Directors be granted a general mandate to exercise all the powers of the Company to buy back on the Stock Exchange the issued and fully-paid ordinary shares of HK$0.10 each in the capital of the Company (the "Shares"), up to 10% of the aggregate nominal amount of the issued share capital of the Company, as at the date of the passing of the resolution (the "Share Buy-back Mandate").

The information required pursuant to Rule 10.06(1)(b) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") to be given to the shareholders of the Company is set out in Appendix I to this circular.

At the 2021 AGM, an ordinary resolution will also be proposed to renew the general mandate, which will lapse at the conclusion of the 2021 AGM, empowering the Directors to allot, issue and deal with additional Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution (the "Share Issue Mandate"). No Share was issued pursuant to the share issue mandate granted in the 2020 annual general meeting and the Directors have no present intention to issue Shares under the proposed Share Issue Mandate.

The Share Buy-back Mandate and the Share Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company, or at the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Company's Bye-laws to be held, or on revocation or variation of the said resolution by an ordinary resolution of the shareholders of the Company in general meeting, whichever is the earliest.

In addition, if the resolution to authorise the buy-back of Shares is passed, an ordinary resolution will be proposed to authorise the Directors to issue further Shares up to an amount equal to the aggregate nominal amount of the Shares purchased under the authority to buy back.

RE-ELECTION OF DIRECTORS

In accordance with bye-law 112(A) and (B) of the Company's Bye-laws, Tan Sri Dato' Sri Dr. Teh Hong Piow, Mr. Tan Yoke Kong and Dato' Chang Kat Kiam shall retire from office by rotation at the 2021 AGM and, being eligible, offer themselves for re-election.

Details of the Directors who are proposed to be re-elected at the 2021 AGM are set out in Appendix II to this circular.

The re-election of Directors has been reviewed by the Nomination and Remuneration Committee which made recommendation to the Board that the re-election be proposed for shareholders' approval at the 2021 AGM.

2021 AGM

A notice convening the 2021 AGM is set out on pages 12 to 16 of this circular.