International Alliance Financial Leasing : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in International Alliance Financial Leasing Co., Ltd., you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

INTERNATIONAL ALLIANCE FINANCIAL LEASING CO., LTD.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1563)

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of International Alliance Financial Leasing Co., Ltd. to be held at 12th Floor, T4, Qiaochengfang, No. 4080, Qiaoxiang Road, Nashan District, Shenzhen, Guangdong, PRC on Friday, 28 May 2021, at 10:30 a.m., at which a number of matters including the above proposals will be considered, is set out on pages 15 to 19 of this circular.

Precautionary measures and special arrangements for the AGM

Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to

1. undergo compulsory body temperature check; and (b) wear surgical masks prior to admission to the AGM venue; (ii) attendees who are subject to health quarantine prescribed by the HKSAR Government or the Beijing Government not being admitted to the AGM venue; (iii) all attendees being required to wear surgical masks throughout the AGM; (iv) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (v) no refreshment packs or coffee/tea being provided.

The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the AGM as their proxy and submit their form of proxy as early as possible. The form of proxy can be downloaded from the Company's website (www.iaf-leasing.com) or the Stock Exchange's website (www.hkexnews.hk).

The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the AGM.

Whether or not you are able to attend the annual general meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopwell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so desire.

16 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - PARTICULARS OF DIRECTORS STANDING FOR RE-ELECTION . . . . .	8
APPENDIX II - EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at 12th
	Floor, T4, Qiaochengfang, No. 4080, Qiaoxiang Road, Nashan
	District, Shenzhen, Guangdong, PRC on 28 May 2021, at 10:30
	a.m. or where the context so admits, any adjournment thereof
"AGM Notice"	the notice convening the AGM as set out on pages 15 to 19 of this
	circular
"Articles"	the articles of association of the Company as amended from time to
	time
"associate(s)"	has the meaning ascribed thereto in the Listing Rules
"Board"	the board of Directors
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
"Company"	International Alliance Financial Leasing Co., Ltd. (國際友聯融資租
	賃有限公司), a company incorporated in the Cayman Islands with
	limited liability, whose Shares are listed on the Main Board of the
	Stock Exchange (Stock code: 1563)
"Director(s)"	the director(s) of the Company
"General Mandates"	the Issue Mandate and the Repurchase Mandate
"Group"	the Company and its subsidiaries
"Hong Kong" or "HKSAR"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Issue Mandate"	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to allot, issue and otherwise
	deal with Shares in the manner as set out in the ordinary resolution
	numbered 4 of the AGM Notice (as extended by adding to it the
	aggregate number of issued Shares repurchased under the
	Repurchase Mandate pursuant to the ordinary resolution numbered
	6 of the AGM Notice)

- 1 -

	DEFINITIONS
"Latest Practicable Date"	15 April 2021, being the latest practicable date prior to the 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
"Nomination Committee"	the nomination committee of the Company
"PRC"	the People's Republic of China which, for the purpose of this
	circular excludes Hong Kong, the Macao Special Administrative
	Region of the People's Republic of China and Taiwan
"Remuneration Committee"	the remuneration committee of the Company
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to repurchase Shares in the
	manner as set out in the ordinary resolution numbered 5 of the
	AGM Notice
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Share(s)"	ordinary share(s) of US$0.000001 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs issued
	by the Securities and Futures Commission of Hong Kong
"%"	per cent

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LETTER FROM THE BOARD

INTERNATIONAL ALLIANCE FINANCIAL LEASING CO., LTD.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1563)

Executive Directors:	Registered office:
Mr. LI Luqiang (Chief executive officer)	Conyers Trust Company (Cayman) Limited
Mr. LI Zhixuan	Cricket Square, Hutchins Drive
	PO Box 2681
Non-executive Director:	Grand Cayman, KY1-1111
Mr. Jiao Jianbin	Cayman Islands
Independent non-executive Directors:	Hong Kong principal place of business:
Mr. LIU Changxiang	Unit 2602, 26th Floor, One Hennessy
Mr. LIU Xuewei	No. 1 Hennessy Road
Mr. JIAO Jian	Wan Chai
	Hong Kong
	16 April 2021
To the Shareholders,
Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the AGM for consideration and, where appropriate, approval by the Shareholders:

1. re-electionof Directors; and
2. grant of the General Mandates.

The AGM Notice is set out on pages 15 to 19 of this circular.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

The Board currently comprise six Directors, of which two are executive Directors, namely Mr. Li Luqiang (Chief executive officer) and Mr. Li Zhixuan, one is an non-executive Director, namely Mr. Jiao Jianbin and three are independent non-executive Directors, namely Mr. Liu Changxiang, Mr. Liu Xuewei and Mr. Jiao Jian.

In accordance with Article 83(3) of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. Jiao Jianbin, who has been appointed by the Board on 16 September 2020, shall hold office until the AGM pursuant to Article 83(3) of the Articles, being eligible, offer themselves for re-election at the AGM.

In addition, in accordance with Articles 84(1) and (2) of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. Accordingly, Mr. Li Luqiang and Mr. Li Zhixuan shall retire at the AGM. Mr. Li Luqiang and Mr. Li Zhixuan, being eligible, offer themselves for re-election at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and nomination policy (including but not limited to gender, age, cultural and educational background, professional qualifications, skills, knowledge, industry and regional experience, length of service), and the independence of the independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the aforesaid retiring Directors who, being eligible, will offer themselves for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, the details of the Directors proposed to be re-elected at the AGM required under Rule 13.51(2) of the Listing Rules are set out in Appendix I.

3. GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM and, therefore, ordinary resolutions will be proposed at the AGM to grant general mandates as follows:

1. to grant to the Directors the Issue Mandate to allot, issue and otherwise deal with additional Shares not exceeding 20% of the number of issued Shares at the date of passing of the resolution (i.e. issue of new Share(s) not exceeding 300,000,000 Shares based on the number

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LETTER FROM THE BOARD

of issued Shares of 1,500,000,000 Shares as at the Latest Practicable Date assuming that no further Shares will be allotted and issued prior to the passing of the relevant ordinary resolution at the AGM);

1. to grant to the Directors the Repurchase Mandate to purchase or repurchase issued and fully paid up Shares not exceeding 10% of the number of issued Shares at the date of passing of the resolution (i.e. not exceeding 150,000,000 Shares based on the number of issued Shares of 1,500,000,000 Shares as at the Latest Practicable Date assuming that no further Shares will be allotted and issued prior to the passing of the relevant ordinary resolution at the AGM); and
2. conditional upon the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by the addition thereto the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Full text of the relevant ordinary resolutions in relation to the general mandates described in (i), (ii) and (iii) above are set out as resolutions numbers 4, 5 and 6 respectively in the AGM Notice.

The Directors have no immediate plans to allot, issue, or deal with any new Shares other than Shares which may fall to be issued under the share option scheme(s) (if any) of the Company or pursuant to any scrip dividend scheme or under similar arrangement which may be approved by the Shareholders from time to time or as the result of conversion of any convertible preference share or perpetual convertible bond securities of the Company in issue or repurchase any Shares pursuant to the relevant mandates.

In accordance with Rule 10.06(1)(b) of the Listing Rules, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its Shares. This explanatory statement is set out in Appendix II to this circular.

4. RESPONSIBILITY STATEMENT

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

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopwell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 10:30 a.m. on

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LETTER FROM THE BOARD

Wednesday, 26 May 2021) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Articles.

7. DOCUMENT FOR INSPECTION

Copy of the Articles is available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Unit 2602, 26th Floor, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong, from the date of this circular up to and including the date of the AGM.

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attendance of the meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 24 May 2021.

9. RECOMMENDATION

The Directors consider that the proposals described in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolutions regarding the re-election of Directors and the grant of the General Mandates to Directors to be proposed at the AGM.

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LETTER FROM THE BOARD

10. GENERAL

Your attention is drawn to the additional information set out in the appendices.

Yours faithfully,

For and on behalf of the Board

International Alliance Financial Leasing Co., Ltd.

Jiao Jianbin

Non-executive Director

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APPENDIX I	PARTICULARS OF DIRECTORS STANDING
	FOR RE-ELECTION

The biographical and other details of the Directors proposed to be retired and re-elected at the AGM are set out as below:

1. MR. JIAO JIANBIN - NON-EXECUTIVE DIRECTOR

Mr. JIAO Jianbin ("Mr. Jiao") aged 25, is a non-executive Director. He was appointed to the Board as a Director on 16 September 2020 and was designated as a non-executive Director on the same day. He joined the Group on 5 August 2020 and has become the chairman of board of directors and legal representative of Youlian International Financial Leasing (Shenzhen) Co., Ltd.*（友聯國際融資租賃（深圳） 有限公司）since 5 August 2020. He provided supervision on direction of its business development, cross- border finances, financial reviews, provided suggestions on the overall improvement on its services and management, and scrutinised its compliance with reference to the Interim Measures for the Supervision and Administration of Financial Leasing Companies* (融資租賃公司監督管理暫行辦法), which was newly issued by The China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會) in mid-2020. In regards of the Group in general, Mr. Jiao made recommendations on the operations and management from the legal and compliance perspectives. He also reviewed the progress and performance of the Group's management. Further, he reviewed and provided advices on the current mechanisms and helped develop strategies in the areas of expansion plan in business type and source of revenue.

Prior to joining the Group, Mr. Jiao worked at Hongkong Hongke Development Co., Limited (香港宏 科發展有限公司) and Xinjin Investment Holding Limited (信金投資控股有限公司), and was involved in different areas of work including foreign and domestic trade and sales, research on overseas investment projects, industry analysis and market forecasts. In April 2020, Mr. Jiao is appointed as a director of TC Concord Securities Limited (天宸康合證券有限公司), principally responsible for business operation of the company.

Mr. Jiao obtained a degree of Bachelor of Science from the New York University Leonard N. Stern School of Business in January 2020 with a Business major and Math and Computer Science minor.

Mr. Jiao entered into a letter of appointment with the Company for a term of one year commencing on 16 September 2020, subject to termination by either party giving one month's written notice and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles. Mr. Jiao shall be entitled to an annual director's fee of HK$1.00. The Remuneration Committee will review and determine Mr. Jiao's remuneration and compensation packages with reference to his responsibilities, workload, the time devoted to the Group and the performance of the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. Jiao (i) did not hold any directorship in the last three years prior to the Latest Practicable Date in public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) did not have any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to Mr. Jiao required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters in relation to his re-election that need to be brought to the attention of the Shareholders.

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APPENDIX I	PARTICULARS OF DIRECTORS STANDING
	FOR RE-ELECTION

1. MR. LI LUQIANG - EXECUTIVE DIRECTOR

Mr. LI Luqiang (李璐強), aged 52, is an executive Director and chief executive officer. He was appointed to the Board as a Director on 13 January 2016 and was designated as an executive Director on 20 June 2018. He is primarily responsible for strategic planning and overall management of the Group, overseeing the business operations, finance and human resources. Mr. Li Luqiang has been a director and general manager of Nanshan Financial Leasing (Tianjin) Co., Ltd.* (南山融資租賃（天津）有限公司) ("Nanshan Leasing") since January 2014. He also served various positions with other members of the Group as follows:

Company name	Position	Period of service
Nanshan Baozhong (Tianjin) Leasing Co., Ltd.*	Executive director	Since July 2015
(南山寶中（天津）租賃有限公司)	and manager
Baochun Alliance Limited (友聯寶純有限公司)	Director	Since August 2015
Baoyin Alliance Limited (友聯寶音有限公司)	Director	Since August 2015
Baoqing Alliance Limited (友聯寶慶有限公司)	Director	Since August 2015
Beijing Nanshan Jinchuang Information Consulting Co., Ltd.*	Executive director	Since January 2016
(北京南山金創信息諮詢有限公司)	and manager
Tianjin Rongjin Enterprise Management & Consulting Co., Ltd.*	Executive director	Since September 2016
(天津融金企業管理諮詢有限公司)
Hong Kong Alliance Financial Leasing Co., Limited	Director	Since December 2016
(香港友聯租賃有限公司)
Lian Hai Finance Limited (聯海財務有限公司)	Director	Since December 2019

Mr. Li Luqiang has over 20 years of experience in the finance leasing industry. From July 1995 to July 2001, Mr. Li Luqiang worked at the business department of International Union Leasing Co., Ltd. (友 聯國際租賃有限公司), where he was responsible for financial analysis, risk management, business development and collection of lease payments. Between February 2004 and May 2007, Mr. Li Luqiang worked for Guangcai Investment Group* (光彩事業投資集團) (now known as Fanhai Energy Holdings Co., Ltd.* (泛海能源控股股份有限公司)), an investment and asset management company, as the vice president of Investment Department, responsible for investor relationship and corporate governance. Mr. Li Luqiang served as executive president in Fenghui Leasing Co., Ltd. (豐匯租賃有限公司) from December 2008 to December 2009. At that time, he was mainly responsible for management of leasing business. Prior to joining the Group, he worked for Chengtong Financial Leasing Company Limited (誠通融資租賃有限公司), and served as the leasing business director from January 2010 to March 2013. At that time, he was primarily responsible for financing and leasing business.

In July 1991, Mr. Li Luqiang obtained a bachelor degree of Engineering in Mechanical Design and Manufacturing from Beijing Union University (北京聯合大學) in Beijing, PRC. He obtained a master of commerce degree in international professional accounting and a master of commerce degree in finance from the University of New South Wales in Sydney, Australia, in October 2001 and October 2002, respectively. He was admitted as an associate of CPA Australia in October 2001 and became a certified practising accountant of CPA Australia in August 2006.

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APPENDIX I	PARTICULARS OF DIRECTORS STANDING
	FOR RE-ELECTION

Mr. Li Luqiang was a director of the following companies in the PRC immediately prior to their respective dissolutions:

		Principal business
	Position prior to its	activity prior to its			Reason for
Name of company	dissolution	dissolution	Date of dissolution	Means of dissolution	dissolution
Nanshan Baozhong	Executive director	Finance leasing	27 August 2019	Deregistration	The company applied
(Tianjin) Leasing Co.,	and manager				for deregistration
Ltd.*					and its
(南山寶田（天津）租賃有					deregistration was
限公司)					approved by the
					relevant authority.
Nanshan Baochang	Executive director	Finance leasing	30 November 2020	Deregistration	The company applied
(Tianjin) Leasing Co.,	and manager				for deregistration
Ltd.*					and its
(南山寶昌（天津）租賃有					deregistration was
限公司)					approved by the
					relevant authority.

A service contract has been entered into between Mr. Li Luqiang and the Company for a term of three years commencing from 20 February 2019 unless and until terminated by not less than three months' notice in writing served by either party on the other, subject to rotation and re-election in accordance with the Articles. Pursuant to the service contract, Mr. Li Luqiang is entitled to a director's remuneration of HK$588,000 plus RMB1,000,000 per year. The Remuneration Committee will review and determine Mr. Li Luqiang's remuneration and compensation packages with reference to his responsibilities, workload, the time devoted to the Group and the performance of the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. Li Luqiang (i) did not hold any directorship in the last three years prior to the Latest Practicable Date in public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) did not have any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to Mr. Li Luqiang required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters in relation to his re-election that need to be brought to the attention of the Shareholders.

1. MR. LI ZHIXUAN - EXECUTIVE DIRECTOR

Mr. LI Zhixuan (李枝選), aged 46, is an executive Director and deputy general manager. He was appointed to the Board as a Director on 7 September 2016 and was designated as an executive Director on 20 June 2018. He is primarily responsible for the Group's operation and risk management.

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APPENDIX I	PARTICULARS OF DIRECTORS STANDING
	FOR RE-ELECTION

Mr. Li Zhixuan has over 10 years of experience in asset management and risk control. Mr. Li Zhixuan has been a deputy general manager of Nanshan Leasing since March 2015.

He served as a business director of the Shanghai business centre of China Industrial International Trust Limited (興業國際信託有限公司) from December 2003 to August 2005, responsible for business development of trust plans. From August 2005 to June 2007, he worked in Shanghai Lianxin, Zhucheng Investment Management Limited (上海聯信築城投資管理有限公司) as business director, where he was responsible for trust business and investment management. From June 2007 to February 2011, he worked in China Fortune International Trust Co., Ltd. (華鑫國際信託有限公司) as a general manager of its trust department, where he was responsible for design of trust strategy and asset management. From September 2011 to December 2013, Mr. Li Zhixuan worked in ABC International (China) Investment Co., Ltd. (農銀國 際（中國）投資有限公司), with his last position as a managing director. Prior to joining the Group, he served as a deputy general manager of ABC Energy Investment Fund Management Co., Ltd. (農銀能投（北京）投資 基金管理有限公司) from January 2014 to February 2015, responsible for the company's strategic planning and capital market projects.

In July 1998, Mr. Li Zhixuan graduated from Hunan College of Finance and Economics (湖南財經學 院) (now being part of Hunan University (湖南大學)) in Changsha, Hunan Province, PRC with a bachelor degree of International Economics in International Finance. In January 2009, he obtained a master degree of Business Administration from Shanghai University of Finance and Economics (上海財經大學) in Shanghai, PRC. Mr. Li Zhixuan passed the securities practice qualification examination in securities transaction and securities investment analysis of the Securities Association of China (中國証券業協會) in April 2000 and June 2001, respectively, and the funds practice qualification examination in basic knowledge on securities and investment funds and Laws and regulations on funds, professional conduct and industry compliance of the Asset Management Association of China (中國証券投資基金業協會) in June 2016.

A service contract has been entered into between Mr. Li Zhixuan and the Company for a term of three years commencing from 20 February 2019 unless and until terminated by not less than three months' notice in writing served by either party on the other, subject to rotation and re-election in accordance with the Articles. Pursuant to the service contract, Mr. Li Zhixuan is entitled to a director's remuneration of RMB800,000 per year. The Remuneration Committee will review and determine Mr. Li Zhixuan's remuneration and compensation packages with reference to his responsibilities, workload, the time devoted to the Group and the performance of the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. Li Zhixuan (i) did not hold any directorship in the last three years prior to the Latest Practicable Date in public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) did not have any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to Mr. Li Zhixuan required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters in relation to her re-election that need to be brought to the attention of the Shareholders.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

This is an explanatory statement given to the Shareholders relating to proposed resolution granting the Repurchase Mandate to the Directors to be passed by the Shareholders at the AGM. This explanatory statement contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 5 set out in the AGM Notice will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the number of issued Shares of the Company as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Exercise in full of the Repurchase Mandate would result in up to maximum of 150,000,000 Shares (on the basis of 1,500,000,000 Shares in issue as at the Latest Practicable Date) being repurchased by the Company.

REASONS FOR THE REPURCHASE OF SECURITIES

The Directors believe that it is in the interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with any applicable laws of Cayman Islands, the memorandum of association of the Company and the Articles.

Any payment for repurchases by the Company may be made out of profits of the Company, the share premium account of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of either or both of the profits or from the share premium account of the Company, or, if authorised by the Articles and subject to the Companies Law, out of capital.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period, it might not have a material adverse effect on the working capital and/or the gearing position of the Company (as compared with the financial position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2020). However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements and/or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase of Shares pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, all applicable laws of Cayman Islands, the memorandum of association of the Company and the Articles.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

EFFECT OF TAKEOVERS CODE

If a Shareholder's proportionate interest in the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling shareholders (as defined in the Listing Rules) of the Company, namely Union Capital Pte. Ltd. and Ms. Sui Yongqing (collectively, the "Controlling Shareholders") are entitled to exercise and/or control the exercise of approximately 51.2% of the voting rights in the general meetings of the Company.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the voting rights of the Controlling Shareholders in the Company would increase to approximately 56.9%. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Directors will not exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

REPURCHASES OF SHARES MADE BY THE COMPANY

The Company has not repurchased any Shares on the Stock Exchange or otherwise in the six months prior to the date of the Latest Practicable Date.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	1.29	1.17
May	1.21	1.13
June	1.21	1.06
July	1.22	1.03
August	1.17	0.79
September	0.88	0.68
October	0.87	0.67
November	0.76	0.6
December	1.12	0.65
2021
January	1.1	0.68
February	1.01	0.72
March	1.03	0.86
April (up to Latest Practicable Date)	1.43	0.81

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NOTICE OF ANNUAL GENERAL MEETING

INTERNATIONAL ALLIANCE FINANCIAL LEASING CO., LTD.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1563)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of International Alliance Financial Leasing Co., Ltd. (the "Company") will be held at 12th Floor, T4, Qiaochengfang, No. 4080, Qiaoxiang Road, Nashan District, Shenzhen, Guangdong, PRC on Friday, 28 May 2021 at 10:30 a.m. to transact the following ordinary business. Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 16 April 2021.

1. To consider and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditors (the "Auditors") of the Company for the year ended 31 December 2020;
2. (a) To re-elect Mr. Jiao Jianbin as a non-executive Director;
3. 1. To re-elect Mr. Li Luqiang as an executive Director;
   2. To re-elect Mr. Li Zhixuan as an executive Director; and
   3. To authorise the board of Directors (the "Board") to fix the Directors' remuneration;
4. To re-appoint SHINEWING (HK) CPA Limited as the Auditors and to authorise the Board to fix their remuneration;

By way of special business, to consider and, if thought fit, to pass each of the following resolutions, with or without modification, as ordinary resolutions:

ORDINARY RESOLUTIONS

4. "THAT:

1. subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company ("Shares") and to make or grant offers, agreements and options, including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for Shares or convertible into Shares which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of any warrants to be issued by the Company or any securities which are convertible into Shares; (iii) any Share Option Scheme (as hereinafter defined) of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company ("Articles"), shall not exceed 20 per cent of the number of issued Shares at the date of passing this resolution; and
2. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held.

"Rights Issue" means an offer of Shares or offer or issue of warrants, options or other securities giving rights to subscribe for Share open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong); and

"Share Option Scheme" means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to eligible grantees of rights to acquire Shares."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own Shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in sub- paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the number of issued Shares at the date of passing this resolution; and
   3. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and
      3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws of the Cayman Islands to be held."
3. "THAT conditional upon the ordinary resolutions 4 and 5 above being passed, the general mandate granted to the Directors to issue and otherwise deal with additional Shares in the capital of the Company pursuant to ordinary resolution 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to ordinary resolution 5 above provided that such number of share shall not exceed 10 per cent of the number of issued Shares at the date of passing this resolution."

By order of the Board

International Alliance Financial Leasing Co., Ltd.

Jiao Jianbin

Non-executive Director

Hong Kong, 16 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business in Hong Kong:

Unit 2602, 26th Floor, One Hennessy

No. 1 Hennessy Road

Wan Chai

Hong Kong

Notes:

1. Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) wear surgical masks prior to admission to the AGM venue; (ii) attendees who are subject to health quarantine prescribed by the HKSAR Government or the Beijing Government not being admitted to the AGM venue; (iii) all attendees being required to wear surgical masks throughout the AGM; (iv) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (v) no refreshment packs or coffee/tea being provided. The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances.
2. All resolutions at the AGM will be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.iaf-leasing.com) in accordance with the Listing Rules.
3. Any shareholder of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company. A form of proxy for use at the AGM is enclosed herewith.
4. Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
5. The instrument appointing a proxy shall 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 seal or under the hand of an officer or attorney duly authorised.
6. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attendance of the meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 24 May 2021.
7. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopwell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the AGM (i.e. not later than 10:30 a.m. on Wednesday, 26 May 2021) or any adjournment thereof (as the case may be).
8. Delivery of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjourned meeting or upon the poll concerned and, in such event, the instrument appointing a proxy will be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. With regard to the proposed resolutions under agenda item 4 and 5 of this notice of AGM, the Directors wish to state that they have no immediate plans to issue any new Shares or repurchase any Shares pursuant to the general mandates referred thereunder.
2. A circular containing, among others things, an explanatory statement relating to the proposed resolution no. 5 of this notice of AGM has been despatched to the shareholders of the Company.
3. If a tropical cyclone warning signal number 8 or above or is hoisted, or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in force at or at any time after 7:30 a.m. on Friday, 28 May 2021, the AGM will not be held on Friday, 28 May 2021 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company. Shareholders may contact Customer Service Hotline of Tricor Investor Services at (852) 2980 1333 from 9:00 a.m. to 5:00 p.m., Monday to Friday (excluding public holidays) for any enquiry regarding the aforesaid arrangement.
4. As at the date of this notice of AGM, the executive Directors are Mr. Li Luqiang and Mr. Li Zhixuan, the non- executive Director is Mr. Jiao Jianbin; and the independent non-executive Directors are Mr. Liu Changxiang, Mr. Liu Xuewei and Mr. Jiao Jian.

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