Shanghai Dongzheng Automotive Fin : SUPPLEMENTAL CIRCULAR PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND SUPPLEMENTAL NOTICE OF THE 2019 FOURTH EXTRAORDINARY 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Dongzheng Automotive Finance Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy and reply slip, to the purchaser or the transferee or to the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Shanghai Dongzheng Automotive Finance Co., Ltd.*

上 海 東 正 汽 車 金 融 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 2718)

SUPPLEMENTAL CIRCULAR

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

AND

SUPPLEMENTAL NOTICE OF THE 2019 FOURTH

EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read in conjunction with the circular of the Company dated 15 November 2019.

The 2019 Fourth EGM of Shanghai Dongzheng Automotive Finance Co., Ltd.* will be held at 11 : 00 a.m. on Tuesday, 31 December 2019 at Unit ABC, 30/F, Mirae Asset Tower, No. 166, Lu Jia Zui Ring Road, Shanghai, the PRC. A supplemental notice of the 2019 Fourth EGM is set out on page 12 of this supplemental circular, for the purpose of notifying the Shareholders of the addition of a new resolution in relation to the proposed amendments to the Articles of Association to the 2019 Fourth EGM. The resolution originally proposed to be considered at the 2019 Fourth EGM and contained in the original notice of the 2019 Fourth EGM remains unchanged.

Whether or not you are able to attend the 2019 Fourth EGM, you are advised to read the supplemental notice of the 2019 Fourth EGM carefully and to complete the enclosed supplemental proxy form in accordance with the instructions printed thereon and return to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Shareholders, or to the Company's registered office at Unit ABC, 30/F., Mirae Asset Tower, No. 166 Lu Jia Zui Ring Road, Shanghai, the PRC for Domestic Shareholder and Unlisted Foreign Shareholder, in any event served by hand or by post not less than 24 hours before the time appointed for convening the 2019 Fourth EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the 2019 Fourth EGM or any adjourned meeting(s) thereof in person if you so wish.

• For identification purposes only

12 December 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I - Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . .	7
Supplemental notice of the 2019 Fourth Extraordinary General Meeting . . . . . . . . . . . . .	12

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''2019 Fourth EGM''	the fourth extraordinary general meeting of 2019 to be convened
	by the Company at 11 : 00 a.m. on Tuesday, 31 December 2019 at
	Unit ABC, 30/F, Mirae Asset Tower, No. 166, Lu Jia Zui Ring
	Road, Shanghai, the PRC
''Announcement''	the announcement dated 5 December 2019 of the Company in
	relation to, among others, the proposed amendments to the
	Articles of Association
''Articles of	the articles of association of the Company, as amended, modified
Association''	or otherwise supplemented from time to time
''Board''	the board of Directors
''CBIRC''	the China Banking and Insurance Regulatory Commission (中國
	銀行保險監督管理委員會)
''Company''	Shanghai Dongzheng Automotive Finance Co., Ltd.* (上海東正
	汽車金融股份有限公司), a joint stock company incorporated in
	the PRC with limited liability and whose H Shares are listed on
	the Stock Exchange (Stock Code: 2718)
''Company Law''	the Company Law of the PRC
''Director(s)''	the director(s) of the Company
''Domestic Share(s)''	issued ordinary shares in the share capital of the Company with a
	nominal value of RMB1.00 each, which are subscribed for or
	credited as fully paid in Renminbi
''Domestic	holders of Domestic Shares
Shareholder(s)''
''H Share(s)''	issued ordinary shares in the share capital of the Company with a
	nominal value of RMB1.00 each, which are subscribed for and
	traded in Hong Kong dollars and listed on the Stock Exchange
''H Shareholder(s)''	holder(s) of H Shares
''Hong Kong dollars''	Hong Kong dollars, the lawful currency of Hong Kong
or ''HK$''

- 1 -

DEFINITIONS

''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Latest Practicable	9 December 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
''PRC'' or ''China''	the People's Republic of China, but for the purposes of this
	circular excludes Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan
''Renminbi'' or ''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance of Hong Kong (Chapter
	571 of the Laws of Hong Kong)
''Share(s)''	ordinary shares in the share capital of the Company, including
	Domestic Shares, Unlisted Foreign Shares and H Shares
''Shareholder(s)''	Shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Unlisted Foreign	issued ordinary shares in the share capital of the Company with a
Share(s)''	nominal value of RMB1.00 each, which are subscribed for and
	held by persons other than PRC nationals or PRC-incorporated
	entities and are not listed on any stock exchange

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LETTER FROM THE BOARD

Shanghai Dongzheng Automotive Finance Co., Ltd.*

上 海 東 正 汽 車 金 融 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 2718)
Executive Directors:	Registered office:
Mr. Lin Fan (Chairman)	Unit ABC, 30/F, Mirae Asset Tower
Mr. Shao Yongjun	No. 166, Lu Jia Zui Ring Road
	Shanghai, the PRC
Non-executive Directors:
Mr. Koh Tee Choong	Principal place of business
Mr. Li Guozhou	in Hong Kong:
	Unit 5905, 59/F
Independent Non-executive Directors:	The Centre
Mr. Lau Wai Leung Anders	99 Queen's Road Central
Mr. Lin Zheying	Hong Kong

Ms. Liang Yanjun

12 December 2019

To the Shareholders,

SUPPLEMENTAL CIRCULAR

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

AND

SUPPLEMENTAL NOTICE OF THE 2019 FOURTH

EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

This supplemental circular should be read in conjunction with the circular dated 15 November 2019 of the Company. The purpose of this supplemental circular is to provide you with the supplemental notice of the 2019 Fourth EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the new resolution to be proposed at the 2019 Fourth EGM.

Pursuant to Article 71 of the Articles of Association, when the Company convenes a general meeting, Shareholder(s) individually or collectively holding more than 3% of the Shares may submit temporary proposals in writing to the convener ten (10) days before the

• For identification purposes only

- 3 -

LETTER FROM THE BOARD

date of the general meeting. The Board received a written notice from China ZhengTong Auto Services Holdings Limited, a Shareholder holding approximately 71.04% equity interests in the Company as at the Latest Practicable Date, who proposed to put forward the resolution relating to the proposed amendments to the Articles of Association to be considered at the 2019 Fourth EGM. The Board, in accordance with the Articles of Association and relevant laws and regulations, put forward the resolution relating to the proposed amendments to the Articles of Association at the 2019 Fourth EGM.

2. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Reference is made to the Announcement in relation to the proposed amendments to the Articles of Association. The Board has resolved, among others, to amend the Articles of Association.

In accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97) 《( 關於調整適用在境外上市公司召開股東大會通知期限 等事項規定的批覆》（國函[2019]97號）), the requirements on the notice period of the general meeting and convening procedures for overseas listed companies shall be governed by the relevant provisions under the Company Law, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies 《( 國務院關於股份有限公司境外募集股份及 上市的特別規定》) issued in 1994. The proposed amendments to the Articles of Association are set out in Appendix I to this supplemental circular and are subject to the Shareholders' approval by way of special resolution and will become effective upon approval by the

CBIRC.

It is also proposed at the 2019 Fourth EGM that the chairman of the Board or his delegates be authorised to make appropriate amendments to the Articles of Association whenever necessary in the process of submitting the same for approval, as required from time to time by the relevant regulatory authorities, administration of industrial and commercial registration as well as the Stock Exchange.

3. CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of H Shareholders who will be entitled to attend and vote at the 2019 Fourth EGM, the Company's H shares register of members would be closed from Saturday, 30 November 2019 to Tuesday, 31 December 2019 (both days inclusive), during which period no transfer of H Shares would be effected. In order for the H Shareholders to qualify for attending and voting at the 2019 Fourth EGM, Shareholders whose H Shares are not registered in their names should complete and lodge their respective instruments of transfer with the relevant H Share certificates with Computershare Hong Kong Investor Services Limited, the Company's H Share registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any case no later than 4 : 30 p.m. on Friday, 29 November 2019.

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LETTER FROM THE BOARD

4. PROXY ARRANGEMENT

The supplemental proxy form of the 2019 Fourth EGM is enclosed. The proxy form issued by the Company along with the circular dated 15 November 2019 for the 2019 Fourth EGM will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H Share registrar of the Company.

If you intend to appoint a proxy to attend the 2019 Fourth EGM, you are required to complete and return the enclosed supplemental proxy form in accordance with the instructions printed thereon, the supplemental proxy form should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Shareholders, or to the Company's registered office at Unit ABC, 30/F., Mirae Asset Tower, No. 166 Lu Jia Zui Ring Road, Shanghai, the PRC for Domestic Shareholder and Unlisted Foreign Shareholder, in any event not less than 24 hours before the time fixed for holding the 2019 Fourth EGM or any adjourned meeting thereof in person or by post. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the 2019 Fourth EGM or at any other adjourned meeting should you so wish.

The supplemental proxy form for the 2019 Fourth EGM is applicable to the supplemental resolution as set out in the supplemental notice of the 2019 Fourth EGM dated 12 December 2019 and supplements the proxy issued by the Company dated 15 November 2019. The supplemental proxy form for the 2019 Fourth EGM will not affect the validity of the proxy form dated 15 November 2019 duly completed and delivered by you in respect of the resolution set out in that notice. If you have validly appointed a proxy to attend the 2019 Fourth EGM but have not completed and returned supplemental proxy form for the 2019 Fourth EGM, your proxy will be entitled to vote at his/her discretion on the special resolution set out in the supplemental notice of the 2019 Fourth EGM dated 12 December 2019.

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all resolutions proposed at the 2019 Fourth EGM will be voted by poll. The poll results will be published on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.dongzhengafc.com upon the conclusion of the 2019 Fourth EGM.

As at the Latest Practicable Date, no Shareholder is required to abstain from voting on any resolution.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the proposed amendments to the Articles of Association are in the interests of the Company and its Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the proposed resolution at the 2019 Fourth EGM.

7. FURTHER INFORMATION

There is no change to the other information as set out in the circular and the notice of the general meeting of the Company dated 15 November 2019. Please refer to the notice for details in respect of the other resolution to be considered and approved at the 2019 Fourth EGM.

By Order of the Board

Shanghai Dongzheng Automotive Finance Co., Ltd.*

LIN Fan

Chairman

- 6 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Proposed Amendments to the Articles of Association

Existing Articles of Association	Proposed Articles of Association
Contents Note: In the side notes to the Articles of	Contents Note: In the side notes to the Articles of
Association, ''Company Law'' refers to the	Association, ''Company Law'' refers to the
''Company Law of the People's Republic of	''Company Law of the People's Republic of
China'' (2013 revision); ''Mandatory Provisions''	China'' (2018 revision); ''Mandatory Provisions''
refers to the Mandatory Provisions for the	refers to the Mandatory Provisions for the
Articles of Association of Companies to be	Articles of Association of Companies to be
Listed Overseas (Zheng Wei Fa [1994] No. 21)	Listed Overseas (Zheng Wei Fa [1994] No. 21)
jointly issued by the former Securities	jointly issued by the former Securities
Commission of the State Council and the former	Commission of the State Council and the former
State Commission for Restructuring the Economic	State Commission for Restructuring the
System; ''Letter of Opinions'' refers to the Letter	Economic System; ''Letter of Opinions'' refers to
of Opinions on Supplementary Amendments to	the Letter of Opinions on Supplementary
Articles of Association of Companies to be Listed	Amendments to Articles of Association of
in Hong Kong (Zheng Jian Hai Han [1995] No. 1)	Companies to be Listed in Hong Kong (Zheng
jointly issued by the Overseas Listing Department	Jian Hai Han [1995] No. 1) jointly issued by the
of China Securities Regulatory Commission	Overseas Listing Department of China Securities
(''CSRC'') and the former Production System	Regulatory Commission (''CSRC'') and the
Division of the State Commission for	former Production System Division of the State
Restructuring the Economic System; ''Opinions''	Commission for Restructuring the Economic
refers to the ''Opinions on Further Promoting	System; ''Opinions'' refers to the ''Opinions on
Standardized Operation and Deepening Reform of	Further Promoting Standardized Operation and
Overseas Listed Companies'' (Guo Jing Mao Qi	Deepening Reform of	Overseas Listed
Gai [1999] No. 230) jointly issued by the former	Companies'' (Guo Jing Mao Qi Gai [1999] No.
State Economic and Trade Commission and the	230) jointly issued by the former State Economic
CSRC; ''Guidelines for Articles of Association''	and Trade Commission and the CSRC;
refers to the ''Guidelines for Articles of	''Guidelines for Articles of Association'' refers to
Association of Listed Companies (2016	the ''Guidelines for Articles of Association of
Revision)'' (CSRC Announcement [2016] No. 23)	Listed Companies (2016 Revision)'' (CSRC
issued by the CSRC; ''Main Board Listing Rules''	Announcement [2016] No. 23) issued by the
means the Rules Governing the Listing of	CSRC; ''Main Board Listing Rules'' means the
Securities on The Stock Exchange of Hong Kong	Rules Governing the Listing of Securities on The
Limited as amended from time to time; ''Appendix	Stock Exchange of Hong Kong Limited as
3 to the Main Board Listing Rules'' means	amended from time to time; ''Appendix 3 to the
Appendix 3 to the Main Board Listing Rules;	Main Board Listing Rules'' means Appendix 3 to
''Appendix 13D to the Main Board Listing Rules''	the Main Board Listing Rules; ''Appendix 13D to
means Part D of Appendix 13 to the Main Board	the Main Board Listing Rules'' means Part D of
Listing Rules.	Appendix 13 to the Main Board Listing Rules.

- 7 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed Articles of Association

Article 48 No share transfer may be entered in the

Article 48 Where the laws and regulations in the

register of shareholders within 30 days prior to the

PRC and the Main Board Listing Rules stipulate

date of a general meeting or within five days prior

the period of closure of the register of members of

to the record date on which the Company decides to

the Company prior to the date of a general meeting

distribute dividends.

or the record date on which the Company decides to

distribute dividends, such provisions shall prevail.

If other provisions are stipulated by the stock

exchange where the Company's shares are listed

and the securities regulatory authority in the place

of listing, such provisions shall prevail.

Article 70 When the Company is to convene a

Article 70 When the Company is to convene a

general meeting, a written notice of the meeting

annual general meeting, a written notice of the

shall be given 45 days before the date of the

meeting shall be given 20 working days before the

meeting to notify all shareholders whose names

date of the meeting to notify all shareholders

appear in the register of shareholders of the

whose names appear in the register of

matters to be considered and the date and place

shareholders of the matters to be considered and

of the meeting. Shareholders who intend to attend

the time and place of the meeting. A written notice

the meeting shall send a written reply on attendance

of extraordinary general meeting shall be given to

to the Company 20 days before the date of the

all shareholders 10 working days or 15 days

meeting.

(whichever is longer) prior to the meeting. For the

issuance of bearer share certificates, the time and

When calculating the period for sending out the

venue of and matters to be considered at the

notice, the date of the meeting and the date of

meeting shall be announced 30 days before the

sending the notice shall be excluded.

meeting.

For the purpose of this Article, the date of sending

When calculating the period for sending out the

a notice is the date on which the Company or the

notice, the date of the meeting and the date of

share registrar appointed by the Company delivers

sending the notice shall be excluded.

the notice to the post office to post it.

For the purpose of this Article, the date of sending

a notice is the date on which the Company or the

share registrar appointed by the Company delivers

the notice to the post office to post it.

Holders of bearer share certificates who wish to

attend a general meeting shall deposit their share

certificates with the Company five days before the

meeting and till the conclusion of the meeting.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed Articles of Association

Article 71 When the Company convenes a general

Article 71 When the Company convenes a general

meeting, the Board, the Board of Supervisors and

meeting, the Board, the Board of Supervisors and

the shareholders individually or jointly holding

the shareholders individually or jointly holding

3% or more of the Company's shares may submit

3% or more of the Company's shares may submit

proposals to the Company.

proposals to the Company.

Shareholders individually or jointly holding 3% or

Shareholders individually or jointly holding 3%

more of the Company's shares may submit

or more of the Company's shares may submit

temporary proposals to the Company in writing,

temporary proposals to the Company in writing,

and the Company shall include the matters therein

and the Company shall notify other shareholders

falling within the scope of functions and powers of

within two days upon receipt of the proposal, and

the general meeting into the agenda of the meeting.

submit the said temporary proposal to the general

meeting for consideration.

Save as provided in the preceding paragraph, the

convener shall not amend the proposals stated in

Save as provided in the preceding paragraph, the

or add new proposals to the notice of general

convener shall not amend the proposals stated in

meeting after issuing and announcing the notice.

or add new proposals to the notice of general

meeting after issuing and announcing the notice.

A temporary proposals submitted by shareholders

shall meet the following conditions:

A temporary proposals submitted by shareholders

shall meet the following conditions:

(1) the content of the proposals shall not

contravene the laws and regulations, and

(1) the content of the proposals shall not

shall fall within the scope of the Company's

contravene the laws and regulations, and

operations and the functions and powers of

shall fall within the scope of the Company's

the general meeting;

operations and the functions and powers of

the general meeting;

(2) the proposal has definite topics to discuss

and specific matters to resolve;

(2) the proposal has definite topics to discuss

and specific matters to resolve;

(3) the proposal shall be submitted or served to

the convener in writing 10 days prior to the

(3) the proposal shall be submitted or served to

date of holding the general meeting.

the convener in writing 10 days prior to the

date of holding the general meeting.

Article 72 The Company shall, based on the written

Article 72 Matters which are not included in the

replies received from shareholders 20 days before

notices shall not be resolved at the shareholders'

the date of the general meeting, calculate the

general meeting.

number of voting shares represented by the

shareholders who intend to attend the meeting. If

the number of voting shares represented by the

shareholders who intend to attend the meeting

reaches one half or more of the Company's total

voting shares, the Company may convene the

general meeting; if not, then the Company shall,

within five days, notify the shareholders again by

announcement of the matters to be considered and

the date and place of the meeting. The Company

may then convene the meeting after making such

announcement.

An extraordinary general meeting shall not resolve

on matters not stated in the notice of meeting.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Existing Articles of Association	Proposed Articles of Association
	Article 74 Except as otherwise provided in	Article 74 Except as otherwise provided in
	relevant laws, regulations and the listing rules of	relevant laws, regulations and the listing rules of
	the Company's listing venue and the Articles of	the Company's listing venue and the Articles of
	Association, a notice of general meeting shall be	Association, a notice of general meeting shall be
	posted on the Company's website or delivered to	posted on the Company's website or delivered to
	shareholders by hand or by pre-paid post. The	shareholders by hand or by pre-paid post. The
	address of each recipient shall be the address	address of each recipient shall be the address
	registered in the register of shareholders. For the	registered in the register of shareholders. For the
	holders of domestic shares, a notice of general	holders of domestic shares, a notice of general
	meeting may be given by way of public	meeting may be given by way of public
	announcement.	announcement.
	The announcement referred to in the preceding	The announcement referred to in the preceding
	paragraph shall be published in one or more	paragraph shall be published in one or more
	newspapers designated by the securities regulatory	newspapers designated by the securities regulatory
	authority of the State Council between 45 days to	authority of the State Council. Once the
	50 days prior to the date of the meeting. Once the	announcement is made, the holders of domestic
			shares shall be deemed to have received the notice
	announcement is made, the holders of domestic
	shares shall be deemed to have received the notice	of the relevant general meeting.
	of the relevant general meeting.
				Subject to laws, administrative regulations,
	Subject to laws, administrative regulations,	department rules, normative documents and
	department rules, normative documents and	regulations of relevant regulatory authorities, for
	regulations of relevant regulatory authorities, for	the holders of H shares, the Company may also
	the holders of H shares, the Company may also	issue a notice of general meeting by making an
	issue a notice of general meeting by making an	announcement on the websites of the Company
	announcement on the websites of the Company	and the Hong Kong Stock Exchange in lieu of
	and the Hong Kong Stock Exchange in lieu of	delivery of such notice by hand or by prepaid post
	delivery of such notice by hand or by prepaid post	to the holders of H shares.
	to the holders of H shares.
				The accidental omission to give notice of a
	The accidental omission to give notice of a	meeting to, or the non-receipt of notice of a
	meeting to, or the non-receipt of notice of a	meeting by, any person entitled to receive such
	meeting by, any person entitled to receive such	notice shall not invalidate the meeting and the
	notice shall not invalidate the meeting and the	resolutions passed at the meeting.
	resolutions passed at the meeting.

- 10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Existing Articles of Association		Proposed Articles of Association
	Article 100 For the convening of a class meeting, a		Article 100 For the convening of a class meeting,
	45 days' written notice shall be given to notify		the period for issuing a written notice thereof shall
	shareholders who are registered as holders of such		be the same as the period for issuing a written
	class of shares in the register of shareholders of		notice of the non-class meeting to be convened
	the matters proposed to be considered and the		together with such class meeting. Written notice
	date and place of the meeting. Shareholders who
		shall be given to notify shareholders who are
	intend to attend the meeting shall serve a written		registered as holders of such class of shares in the
	reply to the Company 20 days prior to the date of			register of shareholders of the matters proposed to
	the meeting.		be considered and the date and place of the
									meeting.
	In the event that the number of voting shares
	represented by the shareholders who intend to			Where there are any special provisions in the
	attend the meeting reaches half or more of the			listing rules of the place where the Company's
	total number of voting shares of that class, the			shares are listed, such provisions shall prevail.
	Company may convene the class meeting.
	Otherwise, the Company shall within five days			The quorum for a separate class meeting (other
	notify the shareholders again by way of public			than an adjourned meeting) to consider a
	announcement, of the matters to be considered and			variation of the rights of any class of shares
	the date and place of the meeting. The Company		shall be the holders of at least one-third of the
	may then proceed to hold the meeting. Where there		issued shares of the class concerned.
	are any special provisions in the listing rules of the
	place where the Company's shares are listed, such
	provisions shall prevail.
	The quorum for a separate class meeting (other
	than an adjourned meeting) to consider a
	variation of the rights of any class of shares
	shall be the holders of at least one-third of the
	issued shares of the class concerned.

- 11 -

SUPPLEMENTAL NOTICE OF THE 2019 FOURTH EXTRAORDINARY GENERAL MEETING

Shanghai Dongzheng Automotive Finance Co., Ltd.*

上 海 東 正 汽 車 金 融 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 2718)

SUPPLEMENTAL NOTICE OF THE 2019 FOURTH

EXTRAORDINARY GENERAL MEETING

Supplemental notice is hereby given that the fourth extraordinary general meeting of 2019 (the ''2019 Fourth EGM'') of Shanghai Dongzheng Automotive Finance Co., Ltd.* (the ''Company'') will be held at Unit ABC, 30/F, Mirae Asset Tower, No. 166, Lu Jia Zui Ring Road, Shanghai, the PRC at 11 : 00 a.m. on Tuesday, 31 December 2019, to consider and, if thought fit, pass the following resolution. Unless otherwise defined, capitalised terms used herein have the same meanings as those defined in the supplemental circular dated 12 December 2019 of the Company.

SPECIAL RESOLUTION

2. To consider and approve the proposed amendments to the Articles of Association and authorise the chairman of the Board or his delegates to make appropriate amendments to the Articles of Association whenever necessary in the process of submitting for approval, as required by the relevant authorities.

By Order of the Board

Shanghai Dongzheng Automotive Finance Co., Ltd.*

LIN Fan

Chairman

Shanghai, PRC, 12 December 2019

As at the date of this notice, the Board comprises Mr. Lin Fan and Mr. Shao Yongjun as executive Directors; Mr. Koh Tee Choong and Mr. Li Guozhou as non-executive Directors; and Mr. Lau Wai Leung Anders, Mr. Lin Zheying and Ms. Liang Yanjun as independent non-executive Directors.

Notes:

1. Please refer to the supplemental circular of the Company dated 12 December 2019 for details of the above resolution.
2. A supplemental form of proxy is enclosed with this supplemental notice of the 2019 Fourth EGM.
3. Please refer to the notice dated 15 November 2019 for details of the other resolution to be considered at the 2019 Fourth EGM, closure of register of members and eligibility for attending the 2019 Fourth EGM and other relevant matters.
4. Shareholders who intend to appoint a proxy shall complete and return the enclosed supplemental form of proxy in accordance with the instructions printed thereon and return it no later than 24 hours before the time appointed to hold the 2019 Fourth EGM or any adjourned meeting.

• For identification purposes only

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