China Finance Investment : (I) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE; AND (II) NOTICE OF GENERAL MEETING

March 18, 2021 at 10:20 am

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 licensed securities dealer 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 China Finance Investment Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the 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 to 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.

CHINA FINANCE INVESTMENT HOLDINGS LIMITED ʕ਷ږછҳ༟ණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 875)

(I) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION

OF NEW SHARES UNDER GENERAL MANDATE;

AND

(II) NOTICE OF GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

Capitalised terms used in this cover page have the same meanings as defined in this circular unless otherwise provided.

A letter from the Board is set out on pages 5 to 26 of this circular and a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 27 to 28 of this circular. A letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and the transaction contemplated thereunder is set out on pages 29 to 59 of this circular.

A notice convening the GM to be held at 11:30 a.m. on Thursday, 8 April 2021 at Flat EFG, 26/F., Nuode Financial Centre, No. 1006 Fuzhong 3rd Road, Futian District, Shenzhen, China is set out on pages 70 to 72 of this circular. A form of proxy for the GM for use by the Shareholders is enclosed with this circular. Whether or not you are able to attend the GM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell 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 holding of the GM (i.e., at or before 11:30 a.m. on Tuesday, 6 April 2021 (Hong Kong Time)) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the GM or any adjourned meeting thereof (as the case may be) should you so wish.

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE GM

In order to safeguard the healthy and safety of the Shareholders, the following measures as set out on page 70 of this circular will be taken at the GM to facilitate the prevention and control of the COVID-19 epidemic, including but not limited to:

• Mandatory temperature checks

• Compulsory wearing of surgical masks in the venue of the GM

• Physical distancing through seating arrangement

• No corporate gifts and refreshments

• Submission of personal information form, which may be used for contact tracing, if required

The Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID-19, to appoint the Chairman of the GM as their proxy to vote at the GM as an alternative to attending the GM in person.

Hong Kong, 19 March 2021

CONTENTS
Page
DEFINITIONS ........................................................	1
LETTER FROM THE BOARD ...........................................	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE .................	27
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ................	29
60
70

APPENDIX

GENERAL INFORMATION .............................

NOTICE OF GM ......................................................

-i-

DEFINITIONS

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

"AGM"	the annual general meeting of the Company held on 15
June 2020;
"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Announcement"	the announcement dated 20 January 2021 made by the
Company in relation to the Subscription and the transaction
contemplated thereunder;
"Board"	the board of Directors of the Company;
"Business Day(s)"	a day (except Saturday, Sunday and public holiday) on
which banks in Hong Kong and the PRC are open for
business;
"Company"	China Finance Investment Holdings Limited (stock code:
875), a company incorporated in Bermuda with limited
liability and the shares of which are listed on the main
board of the Stock Exchange;
"Completion"	completion of the Subscription in accordance with the
terms and conditions of the Subscription Agreement;
"Completion Date"	the fifth (5th) Business Day after the satisfaction and/or
waiver (where applicable) of all the conditions precedents
of the Subscription Agreement or such other date as may be
agreed by the Company and the Subscriber in writing;
"connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules;
"COVID-19"	the coronavirus disease 2019;
"Director(s)"	the director(s) of the Company;
"General Mandate"	the General Mandate granted to the Directors at the AGM
subject to the limit of up to 20% of the total number of
Shares in issue as at the date of the AGM;
-1-

DEFINITIONS

"GM"

a general meeting to be held by the Company to approve the Subscription Agreement, the allotment and issue of the Subscription Shares and the transaction contemplated thereunder;

"Group"

the Company and its subsidiaries;

"HK$"

"Hong Kong"

"Independent Board Committee"

Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; an independent Board committee comprising all the independent non-executive Directors who have no direct or indirect interest in the Subscription, namely Mr. Li Shaohua, Ms. Zhu Rouxiang and Ms. Li Yang, which has been formed to advise the Independent Shareholders on the Subscription Agreement and the transaction contemplated thereunder;

"Independent Financial Advisor" or

"Grande Capital"

Grande Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activities under the SFO, being appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and the transaction contemplated thereunder;

"Independent Shareholders"

for the purpose of the Subscription, Shareholders of the Company other than (i) the Subscriber and its associates; and (ii) any other Shareholders who have a material interest in the Subscription;

"Interim Report"

the interim report of the Company for the six months ended 30 June 2020;

"Last Trading Day"

20 January 2021, being the date of the Subscription Agreement;

"Latest Practicable Date"

15 March 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

DEFINITIONS
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
Exchange;
"Mr. Lin Yuhao"	Mr. Lin Yuhao, a non-executive Director and the chairman
of the Board who is also the ultimate beneficial owner of
the Subscriber;
"Mr. Lin Yupa"	Mr. Lin Yupa, an executive Director and also the elder
brother of Mr. Lin Yuhao;
"Preference Shares"	the non-voting convertible Class B preference shares of
HK$0.01 each in the share capital of the Company;
"PRC"	The People's Republic of China, which for the purpose of
this circular, excludes Hong Kong, the Macau Special
Administrative Region and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFC"	the Securities and Futures Commission;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong);
"Share(s)"	the ordinary share(s) of HK$0.01 in the issued share capital
of the Company (or such ordinary share(s) of HK$0.01 in
the issued share capital of the Company prior to the capital
reorganization of the Company effective from 25 April
2019, as the context requires);
"Share Options"	the share option(s) to subscribe for Share(s) under the
Share Option Scheme;
"Share Option Scheme"	the share option scheme adopted by the Company on 6 June
2013;
"Shareholder(s)"	the holder(s) of the Share(s) of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
-3-

DEFINITIONS

"Subscriber"

Sino Richest Investment Holdings Limited, a limited liability company incorporated under the laws of British Virgin Islands, the entire issued share capital of which is wholly-owned by Mr. Lin Yuhao; the controlling shareholder of the Company;

"Subscription"

subscription of the Subscription Shares by the Subscriber pursuant to the Subscription Agreement;

"Subscription Agreement"

a conditional subscription agreement entered into between the Company and the Subscriber on 20 January 2021 in respect of the Subscription;

"Subscription Price" HK$0.8 per Subscription Share;

"Subscription Shares"

"Unsecured Bonds"

60,416,000 new Shares to be allotted and issued to the Subscriber pursuant to the Subscription Agreement; unsecured bonds issued by the Company on 4 May 2017 (with an outstanding principal amount of approximately RMB9.0 million and accrued interests) and 5 May 2017 (with an outstanding principal amount of approximately RMB13.6 million and accrued interests) respectively to subscribers who are individuals and independent third parties at 10% per annum interest;

"%" per cent.

In this circular, translation of RMB into HK$ based on the exchange rate of RMB1.00 to HK$1.2023. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in Hong Kong dollars or Renminbi have been, could have been or may be converted at such or any other rate or at all.

The English translation of Chinese name(s) in this circular, where indicated, is included for information only, and should not be regarded as the official English name(s) of such Chinese name(s).

CHINA FINANCE INVESTMENT HOLDINGS LIMITED ʕ਷ږછҳ༟ණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 875)

Executive Directors:	Registered Office:
Ms. DIAO Jing	Victoria Place, 5th Floor
Mr. LIN Yupa	31 Victoria Street
Hamilton HM 10
Non-executive Director:	Bermuda
Mr. LIN Yuhao (Chairman)
Principal place of business in Hong Kong:
Independent Non-executive Directors:	Room 1502, 15/F.,
Mr. LI Shaohua	Tower 1, Silvercord,
Ms. ZHU Rouxiang	30 Canton Road,
Ms. LI Yang	Tsim Sha Tsui, Kowloon
Hong Kong
To the Shareholders
Dear Sir/Madam,

19 March 2021

(I) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION

OF NEW SHARES UNDER GENERAL MANDATE;

AND

(II) NOTICE OF GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement dated 20 January 2021 made by the Company in relation to the Subscription and the transaction contemplated thereunder.

On 20 January 2021 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber. Pursuant to the Subscription Agreement, the Company has conditionally agreed to allot and issue, and the Subscriber has conditionally agreed to subscribe for an aggregate of 60,416,000 Subscription Shares under the General Mandate. The Subscription Shares will be issued at the Subscription Price of HK$0.8 per Subscription Share.

The purposes of this circular are to provide you:

(i) a letter from the Board containing further details of the Subscription and the transaction contemplated thereunder;

(ii) the opinions of the Independent Financial Adviser in respect of the Subscription and the transaction contemplated thereunder;

(iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Subscription and the transaction contemplated thereunder;
(iv) notice of convening the GM; and
(v) other information as required under the Listing Rules.

THE SUBSCRIPTION

The principal terms of the Subscription Agreement are set out below.

Subscription Agreement

Date

20 January 2021 (after trading hours)

Parties

(A) the Company (as the issuer); and
(B) Sino Richest Investment Holdings Limited (as the Subscriber)

The Subscriber, which holds 204,315,087 Shares representing approximately 67.64% of the total number of issued Shares as at the Latest Practicable Date, is a company incorporated in the British Virgin Islands with limited liability and the entire issued shares of which are wholly-owned by Mr. Lin Yuhao, a non-executive Director, the chairman of the Board, and a controlling shareholder of the Company.

Subscription Shares

Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue 60,416,000 Subscription Shares, representing (i) approximately 20% of the existing total number of issued Shares; and (ii) approximately 16.67% of the total number of issued Shares as enlarged by the allotment and issue of the Subscription Shares, subject to Completion of the Subscription and assuming that no Shares will be issued between the Latest Practicable Date and the Completion Date other than the Subscription Shares.

Subscription Price

The Subscription Price of HK$0.80 per Subscription Share represents:

(i) a discount of approximately 18.37% to the closing price of HK$0.98 per Share as quoted on the Stock Exchange on the Last Trading Day, being the date of the Subscription Agreement;

(ii) a discount of approximately 19.84% to the average closing price of HK$0.998 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately before the Last Trading Day;
(iii) a discount of approximately 19.27% to the closing price of the Shares as quoted on the Stock Exchange for the 10 consecutive trading days before the Last Trading Day of approximately HK$0.991 per Share;
(iv) a discount of approximately 19.52% to the closing price of the Shares as quoted on the Stock Exchange for the 30 consecutive trading days before the Last Trading Day of approximately HK$0.994 per Share;
(v) a discount of approximately 41.18% to the closing price of HK$1.36 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and
(vi) a discount of approximately 20.79% to unaudited consolidated net asset value attributable to owners of the Company per share as at 30 June 2020 (the "Unaudited June 2020 NAV") of approximately HK$1.01 per share.

The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscriber with reference to the recent market prices of the Shares, recent trading volume of the Shares, existing financial and operating difficulties encountered by the Group as detailed in the paragraph headed "Reasons for and benefits of the Subscription" below. Taking into account the expenses of the Subscription in the amount of approximately HK$0.6 million, the net price of each Subscription Share is approximately HK$0.79.

The Subscription Price represents (i) a discount of approximately 18.37% to the closing price of the Shares on the Last Trading Day; (ii) a discount of 19.84% to the average closing Share price for the last five consecutive trading days immediately before the Last Trading Day; and (iii) a discount of approximately 20.79% to the Unaudited June 2020 NAV of approximately HK$1.01 per Share, respectively. Nevertheless, having considered that (i) the transfer restriction would restrain immediate financial gain of the Subscriber through the discount represented by the Subscription Price; (ii) the average daily trading volume of the Shares was relatively thin which may hinder the attractiveness of any equity fund raising activities to be conducted by the Company to investors (irrespective of whether such investors are connected persons of the Company) and may require more time to seek sufficient potential investors, if any, to cover the amount of proceeds under the Subscription; (iii) the reasons for and benefits of the Subscription as set out in the paragraph headed "Reasons for and benefits of the Subscription" below, especially the Group's latest indebtedness and the limited availability of other fund raising alternatives; (iv) the approaching maturity date of the Unsecured Bonds; and (v) the size of the proceeds to be received by the Company from the Subscription under the current macro market environment given the Company's recorded net loss in recent financial years and periods, the Board after excluding (i) Mr. Lin Yuhao, who is the sole shareholder of the Subscriber; (ii) Mr. Lin Yupa who is the elder brother of Mr. Lin Yuhao; and (iii) the independent non-executive Directors (whose view in respect of, among others, the Subscription Price is set out in the Letter from the Independent Board Committee after reviewing and considering the advice of the Independent Financial Adviser which is set out in the Letter from the Independent Financial Adviser in this circular), considers that the Subscription Price at a discount is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Conditions precedent to the Subscription

Pursuant to the Subscription Agreement, Completion of the Subscription is conditional upon the fulfillment (or waiver) of the following conditions:

(a) the listing of the Shares not having been revoked and the Shares continuing to be listed on the Stock Exchange before Completion (save for any temporary suspension or halt in trading pending the release of an announcement or circular in connection with the Subscription Agreement), the Stock Exchange or the SFC not having expressed that it will raise any objection against the listing status of the Shares or require the trading of Shares to be suspended due to the transaction contemplated under the Subscription Agreement or any reasons in connection with the transaction contemplated thereunder;

(b) the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Subscription Shares, and such approval not having been revoked before Completion of the Subscription;
(c) the compliance of any other requirements under the Listing Rules by the Company in relation to the Subscription Agreement and the transaction contemplated thereunder;
(d) the Independent Shareholders having passed all necessary resolutions in the GM granting in relation to the allotment and issue of the Subscription Shares and approving, among other things, the Subscription Agreement and the transaction contemplated thereunder;
(e) the Board having passed all necessary resolutions in approving the Subscription Agreement and the transaction contemplated thereunder; and
(f) the representations and warranties given by the Company under the Subscription Agreement being true, correct, complete and not misleading when made and remaining true, correct, complete and not misleading as at the Completion Date.

If the above conditions have not been fulfilled or waived (save for conditions (b) to (e) which are not waivable) before the Completion Date, the Subscription Agreement will be automatically terminated and lapse, and the obligations of the parties under the Subscription Agreement will be released (save for certain provisions such as the costs and expenses provisions and the announcement and confidentiality provisions which shall survive the termination).

As at the Latest Practicable Date, conditions (a) and (e) above have been fulfilled.

Completion of the Subscription

Completion of the Subscription shall take place on the Completion Date upon satisfaction or waiver of the conditions set out above, or such other date as the Company and the Subscriber may agree in writing. The aggregate Subscription Price will be payable by the Subscriber in cash at Completion.

Transfer restriction

Save with the written consent from the Company, the Subscriber shall not, and shall procure that none of its subsidiaries or companies controlled by it or any nominee or trustee holding in trust for it shall, at any time during the period of six months from the Completion Date, create or permit to subsist any encumbrance or other security interest whatsoever on or over or in respect of the Subscription Shares, and otherwise dispose of any of the Subscription Shares or otherwise purport to deal with the beneficial or economic interest therein (including but not limited to its voting rights) or any right relating thereto.

Ranking of subscription shares

The Subscription Shares shall rank, upon issue, pari passu in all respects among themselves and with the Shares in issue, and shall be freely transferable, free and clear of all liens, encumbrances, security interests or claims of third parties and will not be subject to any pre-emptive or similar rights or calls for further payments.

APPLICATION FOR LISTING

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Subscription Shares.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Save for the fund raising activity mentioned below, the Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

Date of announcementFund raising activityNet proceedsProposed use of the net proceeds

6 February 2020

(completed on 27 April 2020)

Subscription of 200,000,000 new Shares by the Subscriber under specific mandate granted by the Shareholders (the "Specific Mandate") at an issue price of HK$0.65 per shareApproximately

(i) repayment of approximately HK$40.9

HK$128.0 million

million (including the outstanding principal and the accrued interests as at 31 January 2020) outstanding indebtedness arising from the convertible bonds issued by the Company on 7 February 2018 (the "2018 CB"); (ii) repayment of approximately HK$56.0 million due to Mr. Lin Yuhao; (iii) approximately HK$20.0 million for expanding the existing agricultural and meat business of the Group; and (iv) approximately HK$11.1 million as general working capital of the Group

As at the Latest Practicable Date, (i) HK$35.0 million was used to settle the 2018 CB; (ii)

approximately HK$56.0 million was used to settle certain indebtedness due to Mr. Lin Yuhao; (iii) approximately HK$17.0 million was used as working capital of the Group. The difference between the proposed use and the actual use of the net proceeds for repayment of the 2018 CB was arising from the waiver of approximately HK$5.9 million (including the outstanding principal and the accrued interests as at 31 January 2020) by the holder of the 2018 CB, namely, Hui Jia Investments Limited which is a limited company incorporated in British Virgin Islands and is principally engaged in investment holding ("Hui Jia"). Hui Jia and Ms. Chen Huifang (its ultimate beneficial owner) are independent third parties that have no relationship and/or arrangement with

the Company and its connected persons (including Mr. Lin Yuhao). In around April 2020, the Group approached Hui Jia to negotiate for a discounted repayment amount given the Group's unfavourable financial performance at the time. After arm's length negotiation, Hui Jia agreed to grant a waiver of approximately HK$5.9 million in exchange of the Group's quick settlement. The Company repaid the outstanding principal and accrued interests (in the aggregate amount of HK$35.0 million after deduction of the waived HK$5.9 million) by instalments, namely, (i) HK$25.0 million on 29 April 2020; (ii) HK$3.0 million on 5 May 2020; and (iii) remaining HK$7.0 million on 8 May 2020. A discharge agreement was then entered into by the Company and Hui Jia on 8 May 2020.

The Group's operations and financials in the first half of 2020 was significantly affected as a result of the outbreak of the COVID-19. During the first quarter of 2020, due to the lockdown measures and travel restrictions imposed by the PRC government, farmers engaged by the Group were not able to resume work after returning to their respective hometowns for the Chinese New Year. The Group's production bases were forced to temporarily shut down and only began to gradually resume operation in the second quarter of 2020. However, many farmers were further delayed by local travel restrictions which remained in effect. The resulting manpower shortages slowed the resumption of production, lowered the output and reduced revenue generated. In order to maintain sufficient general working capital for the Group to sustain its ordinary business so as to continue to generate revenue, the additional amount of net proceeds (being approximately HK$5.9 million as at 31 January 2020 saving from the repayment of the 2018 CB) was reallocated to strengthen the general working capital base of the Group. The reallocation of the net proceeds, which was considered by the Board as not material and within the scope of the original intended use, has already been disclosed in the Interim Report and more details relating to the reallocation of the net proceeds will also be disclosed in the 2020 annual report to be published.

As for the intended use of proceeds for expanding the Group's existing agricultural and meat business, approximately HK$5.5 million was used for payment of annual rental for the existing farmlands. The remaining balance of approximately HK$14.5 million will be applied to the lease of two farmlands (the "Shanwei Farmlands") of approximately 67 hectares in total both located in Shanwei* (ϭ҈) of Guangdong Province. The lease of Shanwei Farmlands with respective landowners is for a term of six years commencing from 1 March 2021 at the annual rent of approximately RMB2.0 million. The Shanwei Farmlands have already been equipped with infrastructures of water and sewage system, plastic greenhouse and warehouse and other fundamental facilities such as building office and staff quarter. Since the cultivation of the farmlands will be outsourced to farmers and the Group is mainly responsible for general management and monitoring of the cultivation process, only staff such as accountant, cashier and heads of plant bases (who are responsible for the general management and sale of produces) are required to be hired additionally, the associated labour costs are therefore immaterial. It is expected that no additional costs will be incurred for the development of the Shanwei Farmlands. The lump sum rental payment of approximately RMB12.0 million (or approximately HK$14.4 million) has been made upfront to acquire the lease. The expected right-of-use assets of the Shanwei Farmlands to be recorded would be approximately HK$14.4 million. The expected rate ofreturn from the Shanwei Farmlands would be approximately 40.3%, which is calculated based on the expected revenue for the leased period after deducting rental, procurement costs and other expenses, as divided by HK$14.5 million (being the remaining proceeds from the Specific Mandate). The expected annualised rate of return from the Shanwei Farmlands would be approximately 6.7%.

As at the Latest Practicable Date, all the proceeds from the issue of Shares under the Specific Mandate have been fully utilised as intended.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the Latest Practicable Date, the Company has issued (i) 302,083,407 Shares; (ii) 3,030,000 Preference Shares, the conversion of which in full will result in the issue of 15,150 Shares (reflecting the adjustment of the conversion ratio to "200 Preference Shares to 1 Share" as a result of share consolidation exercises that took effect on 25 June 2018 and 25 April 2019, respectively); and (iii) 34,901,721 Share Options, the exercise of which in full will result in the issue of 34,901,721 Shares. Save for the aforesaid, the Company does not have other classes of securities, derivatives, warrants or other securities which are convertible or exchangeable into Shares.

Set out below is a table showing the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after Completion, assuming that there is no other change to the share capital and shareholding structure of the Company from the Latest Practicable Date to the Completion Date:

As at the Latest Practicable Date

Immediately after

Completion

No. of	Approximate	No. of	Approximate
Shares	%	Shares	%
Non-public Shareholders
Subscriber(1)	204,315,087	67.64	264,731,087	73.03
Diao Jing(2)	79,932	0.03	79,932	0.02
Subtotal	204,395,019	67.67	264,811,019	73.05
Public Shareholders
Other public Shareholders	97,688,388	32.33	97,688,388	26.95
Total	302,083,407	100.00	362,499,407	100.00
Notes:

(1) The Subscriber is wholly and beneficially owned by Mr. Lin Yuhao.
(2) Ms. Diao Jing is an executive Director.

As at the Latest Practicable Date, the Company has a total of 34,901,721 Share Options outstanding which were granted under the Share Option Scheme, out of which, (i) 4,379,948 Share Options were granted to Mr. Lin Yuhao entitling him to subscribe for 4,379,948 Shares upon full exercise of the aforementioned Share Options; and (ii) 4,210,216 Share Options were granted to Mr. Lin Yupa entitling him to subscribe for 4,210,216 Shares upon full exercise of the aforementioned Share Options.

The potential cumulative dilution effect (within the meaning ascribed to it in Rule 7.27B of the Listing Rules) is approximately 22.7% as enlarged by the Subscription and the fund raising activity conducted by the Company in the past 12 months immediately preceding the Latest Practicable Date. Taking into account, (i) the reasons for and benefits of the Subscription as stated in the paragraph headed "Reasons for and benefits of the Subscription" below; (ii) the Subscription Price is considered to be fair and reasonable as discussed in the paragraph headed "The Subscription-Subscription Price" above; and (iii) the enhancement in the working capital and financial position of the Group immediately after Completion, the Board after excluding (i) Mr. Lin Yuhao, who is the sole shareholder of the Subscriber; (ii) Mr. Lin Yupa who is the elder brother of Mr. Lin Yuhao; and (iii) the independent non-executive Directors (whose view in respect of, among others, the Subscription Price is set out in the Letter from the Independent Board Committee after reviewing and considering the advice of the Independent Financial Adviser which is set out in the Letter from the Independent Financial Adviser in this circular), considers that the aforementioned dilution is acceptable.

INFORMATION OF THE SUBSCRIBER AND THE GROUP

The Subscriber

The Subscriber is a limited liability company incorporated under the laws of the British Virgin Islands whose entire issued share capital is wholly-owned by Mr. Lin Yuhao, a non-executive Director, the chairman of the Board and a controlling shareholder of the Company. The principal business of the Subscriber is investment holding.

The Group

The Group is principally engaged in (i) growing and trading of agricultural and meat produce; (ii) provision of money lending services; and (iii) securities trading and brokerage services.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

Indebtedness of the Group

According to the Interim Report, as at 30 June 2020, the Group had a total indebtedness amounting to approximately HK$176.1 million. The Group's total indebtedness further increased to approximately HK$278.6 million as at 31 January 2021. Such indebtedness comprises the Unsecured Bonds of approximately HK$36.7 million (including interests payments), unsecured promissory notes of approximately HK$27.2 million in aggregate issued to Mr. Lin Yuhao and Mr.

Lin Yupa, interest-free loans of approximately HK$198.5 million advanced by Directors and other creditors (including Mr. Lin Yuhao, Mr. Lin Yupa and Ms. Diao Jing), and bank borrowings and other loans of approximately HK$16.2 million as at 31 January 2021.

Details of the Group's indebtedness as at 31 January 2021 are summarised in the following table:

Interest payable

Indebtedness and Identity of CreditorSecurityMaturity dateInterest rate

Principal (HK$'000)as at 31/01/2021 (HK$'000)

Total (HK$'000)

Specific use

(unaudited)

(unaudited)Unsecured Bond 1 (1)N/A

30/6/2021 10%
10,878
- 3,803 14,681
  (Ms. Wang Chunru
  (ˮ݆ন))
  For future business developments of the Group
  Unsecured Bond 2 (1)N/A
30/6/2021 10%
16,294
- 5,692 21,986
  (Mr. Xiao Baojun
  (ӽᘒё))
  For future business developments of the Group
  Sub-total
  27,172
- 9,495 36,667
  Promissory Note 1 (2)N/A
31/7/2021 3%
14,990
- 1,349 16,339
  (Mr. Lin Yuhao)
  For the Group to enter into the business of internet financing service (3)Promissory Note 2 (2)N/A
31/7/2020 3%

10,010

(Mr. Lin Yupa)

901 10,911 For the Group to enter into the business of internet financing service (3)Sub-total:
25,000
2,250 27,250

Interest payableIndebtedness and

Identity of Creditor Security

Other Loan

N/A

(an independent third party)Other Loan

N/A

(an independent third party)

Other Loan

N/A

(Mr. Lin Yuhao)

Other Loan

N/A

(Mr. Lin Yupa)

Other Loan

N/A

(Ms. Diao Jing, a Director)

Bank Loan 1

Yes 10/7/2023 9%
(a PRC bank located in Guangdong Province)
Bank Loan 2
(a PRC bank located in Guangdong Province)
Yes 19/12/2022 8% Sub-total:

Maturity Interest	as at
date rate	Principal	31/01/2021	Total	Specific use
(HK$'000)	(HK$'000)	(HK$'000)
(unaudited)	(unaudited)	(unaudited)
601	63	664	For the general working
capital of the Group
1,296	-	1,296	For the general working
capital of the Group
144,903	-	144,903	For the general working
capital of the Group
50,177	-	50,177	For the general working
capital of the Group
1,453	-	1,453	For the general working
capital of the Group
198,430	63	198,493
9,017	-	9,017	For the general working
capital of the Group
7,214	-	7,214	For the general working
capital of the Group
16,231	-	16,231
266,833	11,808	278,641

18/7/2021

10%N/A

N/AN/AN/AN/AN/A

N/A

Sub-total

Total:

Notes:

(1) Ms. Wang Chunru (ˮ݆ন) and Mr. Xiao Baojun (ӽᘒё) are individuals and independent third parties that have no relationship and/or arrangement with the Company and its connected persons (including Mr. Lin Yuhao).
(2) On 24 September 2015, the Company issued Promissory Note 1 in the principal amount of HK$99,990,000 and Promissory Note 2 in the principal amount of HK$10,000 (the "Promissory Notes"). The Promissory Notes beared interest at 3% per annum with maturity date on 23 September 2018. On 31 March 2016, the Company early redeemed HK$75,000,000 principal amount in Promissory Note 1 (the "Partially-redeemed Principal Amount") by way of issuing 719,696,958 ordinary shares at the subscription price of HK$0.099 per share and the accrued interests on the Partially-redeemed Principal Amount were waived. On 9 June 2017, Mr. Lin Yuhao transferred

HK$10,000,000 principal amount in Promissory Note 1 with all attached benefits to Mr. Lin Yupa. The outstanding principal amounts of Promissory Note 1 and Promissory Note 2 are therefore changed to HK$14,990,000 and HK$10,010,000 respectively (the "Outstanding Principal Amounts"). The interests on the Outstanding Principal Amounts were only accrued up to 23 September 2018. Since 24 September 2018, the Outstanding Principal Amounts have been free of interest.

As at the Latest Practicable Date, the maturity date of Promissory Note 2 has not been extended and Mr. Lin Yupa has not issued any demand letter for immediate repayment. The Company intends to repay the outstanding principal and accrued interests from internal resources. As set out in paragraph headed "Benefit of the Subscription" below, the trade receivables to be collected within one year from the Latest Practicable Date could be used to redeem Promissory Note 2.

(3) The Company issued the Promissory Notes as partial consideration for the acquisition of Golden Rich (HK)

Limited, which is a company incorporated in Hong Kong with limited liability holding 25% equity interest in Shenzhen Qianhai Jinlin Technology Services Company Limited (formerly known as Shenzhen Qianhai Gelin Internet Financial Services Company Limited)* (ଉέ̹ۃऎᎀ؍߅Ҧ؂ਕϞࠢʮ̡). Shenzhen Qianhai Jinlin Technology Services Company Limited is engaged in internet finance business in Mainland China, the business scope of which includes but not limited to boosting the development progress of internet financial platform, providing management consultancy, marketing strategy etc..

The Unsecured Bonds were issued in May 2017, with a maturity date of 31 December 2017.

This maturity date was first extended to 30 June 2020 and subsequently extended to 30 June 2021 by the respective subscribers. In about December 2020 when the Group requested for further extension of the maturity date, the respective Unsecured Bonds subscribers declined the Group's request on the basis that there had been two prior extensions already. Thus the Company is obliged to redeem the Unsecured Bonds when they become due on 30 June 2021.

The Group obtained further interest-free loans from Directors and other creditors to maintain the general business and operation of the Group. As set out in paragraph headed "Fund Raising Activities of the Company in the Past Twelve Months", the Group's operations and financials in the first half of 2020 was significantly affected as a result of the outbreak of the COVID-19, the Group also had to rely on the interest-free loans advanced by Directors and other creditors to maintain its daily operation.

The interest-free loans was mainly applied as the general working capital for payment of salary and office rental, outsourcing fee in relation to agricultural and meat business and other daily operating expenses.

Analysis of the trade receivables and trade payables of the Group

As at 31 December 2020, trade receivables arising from trading of agricultural and meat produce of approximately HK$324.3 million (less the impairment) had an average credit period of 60 days, among which approximately HK$192.9 million receivables had aged over 120 days and approximately HK$61.7 million receivables had aged from 61 days to 120 days. The following is an aging analysis of the trade receivables as at 31 December 2020 based on invoice date:

At 31 December 2020

(HK$'000)

(Unaudited)

0-60 days 61-120 days Over 120 days

69,653 61,721 192,936 324,310

The following is an aging analysis of the trade receivables as at 31 December 2020 based on due date:

At 31 December 2020
(HK$'000)
(Unaudited)
Not past due	69,653
Less than 60 days past due	61,721
Over 60 days past due	192,936
324,310

In respect of the long-aging trade receivables, some of the customers responded that they were experiencing cash flow difficulties due to the current macro market environment and the others responded that they were suffering from the adverse effects of the COVID-19 outbreak. As the precautionary and lockdown measures implemented across the PRC have been uplifted, business of the Group's customers have started to pick up gradually since the second half of year 2020. In order to continue their business operation, many of the Group's customers such as supermarkets and wholesalers have to continue to place new orders with the Group for fresh produces which are perishable items. Although these customers have resumed business, they also need to cover various costs of sales and it takes time for them to gradually resume profitabilityand operating cash flow position. As such, when they place new orders with the Group, payments are generally applied to settle receivables with the longest overdue dates, and new order amount would be rolled over to the accumulated long-aging trade receivables, hence resulting in temporary prolonged settlement. The Group is advised by them that more time would be needed to settle such long-aging receivables. According to the Group's unaudited management accounts as at the Latest Practicable Date, none of the remaining unsettled long-aging trade receivables was attributable to the top five customers of the Company, instead, the remaining unsettled long-aging trade receivables were attributable to a large number of various individual customers, supermarkets, grocery stores and wholesale distributors.

The Group has taken and will continue to take actions for collection, including but not limited to (i) approaching each customer by telephone, email, Wechat or physical meeting to closely monitor the collection status; and (ii) issuing demand emails and demand letters to each customer on a regular basis. During the period from 1 July 2020 to 31 December 2020, approximately HK$70.9 million of the trade receivables was collected by the Group, showing the continuous settlement from the Group's customers. As at 31 December 2020, the outstanding trade receivables balance was approximately HK$324.3 million. During the period from 1 January 2021 to 31 January 2021, the amount of trade receivables collected by the Group was approximately HK$5.8 million and the remaining outstanding balance was approximately HK$318.5 million. The total amount of trade receivables collected by the Group during the period from 1 July 2020 to 31 January 2021 was approximately HK$76.7 million and as at 31 January 2021 the outstanding trade receivables balance was approximately HK$366.6 million (including new revenue of approximately HK$48.1 million with a general credit period of 60 days normally given by the Group). It is expected that approximately 30% of the total trade receivables as at 31 December 2020 would be subsequently settled within six months from the Latest Practicable Date and an additional of approximately 10% to 20% of the total trade receivables as at 31 December 2020 would be settled within one year from the Latest Practicable Date.

The Group has a policy for assessing the trade receivables on an individual basis. The assessment includes evaluation of the recoverability of the long-aging trade receivables and aging analysis of accounts and on the management's judgment, including the current creditworthiness and previous payment collection track records of each debtor. In determining the recoverability of the trade receivables, the Group considers any change in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. This includes assessing the credit history of the business, such as financial difficulties or default in payments and current market conditions. Having considered the above factors, (i) the fact that the customers continuously place orders with the Group as well as settle the trade receivables; (ii) searches conducted by the Group against customers with long-aging receivables showing that those customers have no potential and material bankruptcy or liquidation risk; and (iii) the progress of economic recovery in the PRC, the long-aging receivables are expected to be gradually collectedand the Group decides to continue to grant credit period to customers with long-aging trade receivables. The Company applies a simplified approach to provide for expected credit losses prescribed by HKFRS 9 "Financial instruments", which permits the use of the lifetime expected credit loss provision for all trade receivables. The Company uses external indicators and forward-looking information and engages an independent valuer to calculate the expected credit losses. Taking into account the above factors, the Company makes impairment provision on the long-aging trade receivables from time to time and reviews regularly on those long-aging receivables. In respect of the impairment provision on trade receivables as at 31 December 2020, although the trade receivables that aged over 120 days (based on invoice date) dropped from HK$227.1 million or approximately 81.3% of the total trade receivables as at 31 December 2019 to HK$192.9 million or approximately 59.5% of the total trade receivables as at 31 December 2020, in light of the prolonged settlement of some of the Group's customers during year 2020, the uncertainty of economy recovery from COVID-19 and with reference to the comparable market data in respect of impairment provisions, the management of the Group took a prudent approach and made a provision for impairment loss on trade receivables of approximately HK$18.5 million as at 31 December 2020. The above impairment provision is based on the unaudited management accounts of the Group as at 31 December 2020 and financial information currently available to the Company and is subject to adjustment upon finalisation of the review by the independent auditor and the audit committee of the Company.

On the other hand, as at 31 December 2020, the Group's trade payables arising from trading of agricultural and meat produce amounted to approximately HK$115.6 million, with an average credit period of 30 days. During the corresponding period in 2019, the Group's trade payables arising from trading of agricultural produce were approximately HK$81.4 million with an average credit period of 30 days. These trade payables primarily relate to procurement costs of agricultural produces and raw materials from the suppliers and outsourcing fees payable to the local farmers who assist in cultivating agricultural produce for the Group. It is industry practice that such outsourcing fees and the procurement costs of raw materials, including soil, seeds and fertilisers carry relatively short credit period or even have to be pre-paid.

It had been the Company's intention to redeem the Unsecured Bonds from internal resources as it would be able to avoid any extra finance costs or any dilution to the current shareholding structure. However, as at the date of the Announcement, the Company had bank balances of less than HK$10.0 million. In view of the difficulties and uncertainties associated with collection of some trade receivables before COVID-19 subsides which is unlikely to happen in the near future, the Company considers it imperative to raise sufficient funding to satisfy cash outflow requirements from its ordinary business operation.

Analysis of other fund-raising alternatives

The Company has considered other fund raising alternatives instead of the Subscription, including debt financing (such as bank and other borrowings or issue of bonds) and other means of equity financing (such as a rights issue or open offer to existing Shareholders).

Debt financing means additional interest burden for the Group and likely a longer negotiation and processing time with the relevant banks. It would also increase the Group's gearing ratio thus making the Group more difficult to obtain additional bank loans under favourable terms in the future. The Company has approached a few banks for bank borrowings, nevertheless, they either declined lending or requested for collaterals.

In respect of other equity financing, firstly, due to the Group's loss making financial position and uncertainties of the global financial market brought by the outbreak of COVID-19, the Company experienced negative feedback from financial institutions when approaching them to act as the underwriter. Secondly, the material uncertainty relating to the going concern as raised by the Company's auditors in the Company's annual report for the year ended 2019 could lead to an insufficient demand of a rights issue or open offer of the Company. Thirdly, a rights issue or an open offer would involve lengthy preparation and issue of a relatively more detailed prospectus, therefore a relatively longer timeframe to complete. Fourthly, expenses such as underwriting commission, documentation and other professional fees associated with rights issue or open offer are more costly than those of the Subscription.

As compared to issue of new Shares to independent third parties, the Subscription would further strengthen and enhance the collaboration between the Company and the Subscriber. It can provide an efficient means of raising capital for the Group's present needs and demonstrate the controlling Shareholder's confidence in and commitment to the Company. It is considered that such further alignment and strengthening of interests would be beneficial to the Group's long-term business development.

Having compared the different fund raising alternatives mentioned above and the potential cumulative dilution effect on the existing Shareholders resulting from the Subscription and the fund raising activity conducted by the Company in the past 12 months immediately preceding the Latest Practicable Date as set out on the paragraph headed "Effects on Shareholding Structure of the Company" above, the Board after excluding (i) Mr. Lin Yuhao, who is the sole shareholder of the Subscriber; (ii) Mr. Lin Yupa who is the elder brother of Mr. Lin Yuhao; and (iii) the independent non-executive Directors (whose view in respect of, among others, the Subscription Price is set out in the Letter from the Independent Board Committee after reviewing and considering the advice of the Independent Financial Adviser which is set out in the Letter from the Independent Financial Adviser in this circular), therefore considers that the Subscription is in the interest of the Group and the Shareholders as a whole.

The Group's agricultural and meat business and future plan

Agricultural and meat business will continue to be the Group's principal business in the future. The Group will continue developing its trading of agricultural and meat products business, engaging wholesale distributors to distribute its products such as frozen foods, fresh meats (including pork, beef and chicken), vegetables and fruits to supermarkets, grocery stores and other retail points of sales. For the year of 2021, on one hand, the Group will continue to control its costs, on the other hand, the Group intends to expand its production scale by leasing the Shanwei Farmlands. The Group has formulated plan to expand its production base in Guangdong Province, with new lease agreements having been entered into. For details of the expansion, please refer to the paragraph headed "Fund Raising Activities of the Company in the Past Twelve Months".

The Group is currently conducting research and development for the growing of medicinal value crops, ie. Kimura et Migo* (᚛ͤͩૂ), together with Guangdong Academy of Agricultural Sciences* (ᄿ؇޲ุ༵߅ኪ৫Ъي޼Ӻה). The cultivation of Kimura et Migo is still under experimental stage within the Group's test plots located in Conghua* (੽ʷ) of Guangdong Province. The normal growing cycle of Kimura et Migo requires approximately three to five years of growth to reach maturity based on the research conducted by the Company, before it can be effectively harvested and used. Due to its rarity, the economic value of Kimura et Migo will become higher when it grows older. In order to achieve its highest economic value, the Group does not plan to crop the experimental Kimura et Migo at this stage. The Group has to first understand its growth pattern before the Group can decide to promote mass cultivation of Kimura et Migo and the agricultural experiment normally takes time. In addition, the Group needs to evaluate cultivation costs associated and harvest yield, and whether it will provide satisfactory return on investment after taking into account of market demand and competition for similar products. The Company will make further announcement(s) to keep the Shareholders informed of the progress as and when appropriate.

After years of cultivation, soil quality of the Group's farmlands in Ningxia Hui Autonomous Region has been in serious decline because of the previous cultivation methods and the use of chemical fertilisers, which prevents the lands from regenerating. The restoration of the soil condition could not be easily achieved by human intervention and it normally takes years for the soil condition to recover. According to the Group's unaudited management account, procurement (which is equivalent to total production minus wastage) from leased farmlands in Ningxia Hui Autonomous Region accounts for approximately 23.40%, 13.20% and 11.08% of the Group's total procurement amount in 2018, 2019 and 2020 respectively, which shows a declining trend in terms of production capacity. Notwithstanding the above, the declining cultivation condition did not bring material adverse impact on the Group's operation and financial performance because the Group decisively adjusted its strategies by minimising agricultural produce inventory level, promoting sales at competitive prices and increasing liquidity. As a result, turnover fromagriculture business has increased from approximately HK$118.1 million in 2018 to HK$284.2 million in 2019. For the first half of 2020, even though the turnover of agricultural and meat business decreased due to the outbreak of the COVID-19, there was a rise in gross profit margin as disclosed in the Interim Report. In order to achieve continuing development, the Group has been planning to expand the production base in Guangdong Province, a desirable location as the climate is comparatively moderate, which allows for year-round cultivation of agricultural produce. For details of the expansion plan, please refer to the paragraph headed "Fund Raising Activities of the Company in the Past Twelve Months".

Benefits of the Subscription

In order to meet the forthcoming repayment obligation under the Unsecured Bonds and to maintain sufficient general working capital for the Group to sustain and further expand its principal businesses so as to continue to generate revenue, a substantial part of the proceeds from the Subscription is intended to be used for repayment of the Unsecured Bonds. The remaining part of the proceeds from the Subscription will be used as general working capital of the Group.

As at 31 December 2020, the Group's gearing ratio was 0.89, which was measured as total debt (excluding trade and other payables, tax payables, deferred income and lease liabilities) to total shareholders' equity. Immediately upon Completion, the Group is expected to reduce its indebtedness by approximately HK$37.5 million (covering the principal amount and accrued interests) and hence its gearing ratio to 0.77. Having considered its relationships with the wholesale distributors, individual customers and supermarkets, and the previous payment collection track records, the Company expects to repay the remaining indebtedness gradually out of its trade and other receivables, loan receivables or other internal resources generated through its business operation. The Company has no present intention to conduct any potential fund raising activities save for the Subscription for the next 12 months. Detailed plan to reduce indebtedness are as follows: Firstly, the Group has taken and will continue to take actions to collect its trade and other receivables. As at 31 January 2021, the Group's total indebtedness due within the next 12 months was approximately HK$262.4 million, comprising (i) Unsecured Bonds in the amount

of approximately HK$36.7 million which will be repaid by the proceeds of the Subscription, (ii)

indebtedness owed to Mr. Lin Yuhao in the amount of approximately HK$161.2 million, and (iii) other indebtedness in the amount of approximately HK$64.5 million. In respect of the indebtedness owed to Mr. Lin Yuhao, Mr. Lin Yuhao has verbally undertaken to the Company that he will not request for immediate repayment in the next 12 months and will not charge interest for the extended period. In respect of other indebtedness in the amount of HK$64.5 million, the Company estimates that altogether approximately HK$129.7 million to HK$162.2 million, representing 40% to 50% of the Group's total trade receivables as at 31 December 2020 would be settled by the customers within one year, which can be used to repay such other indebtedness. Secondly, the revenue continuously generated from the Group's principal businesses can be used to strengthen

the Group's general working capital base. The Company is positive to the feasibility and the practicality of the above plan once the economy in the PRC starts to recover from the COVID-19 and expects to have sufficient working capital for the next 12 months. Shareholders and investors should note that the aforesaid financial effects are subject to annual audit for the year ended 31 December 2020 and will depend on the financial position of the Group as at the Completion Date.

Having considered the above, the Board after excluding (i) Mr. Lin Yuhao, who is the sole shareholder of the Subscriber; (ii) Mr. Lin Yupa who is the elder brother of Mr. Lin Yuhao; and (iii) the independent non-executive Directors (whose view in respect of, among others, the Subscription Price is set out in the Letter from the Independent Board Committee after reviewing and considering the advice of the Independent Financial Adviser which is set out in the Letter from the Independent Financial Adviser in this circular), therefore considers that the Subscription is fair and reasonable and in the interest of the Group and the Shareholders as a whole as (i) it would help relieving the Group's financial and liquidity pressure; (ii) it would decrease the gearing ratio of the Company to enable it source external borrowings in the future; and (iii) it would provide additional funds to strengthen the Group's general working capital base. The Board after excluding (i) Mr. Lin Yuhao; (ii) Mr. Lin Yupa; and (iii) the independent non-executive Directors also considers that the Subscription reflects the confidence and commitment of the Subscriber, the controlling shareholder of the Company, towards the long-term and sustainable development of the Company. The Subscription will align the interest of the Company and the Subscriber to improve the financial and business performance of the Group as a whole.

USE OF PROCEEDS

The gross proceeds of the Subscription are expected to be approximately HK$48.3 million in aggregate. After deducting related fees and expenses, the net proceeds of the Subscription will amount to approximately HK$47.7 million The Company intends to apply the net proceeds in the following manner:

(i) as to approximately HK$37.5 million (including interest payment up to the maturity date) (representing approximately 78.6% of the net proceeds) for repayment of indebtedness of the Group arising from the Unsecured Bonds; and
(ii) as to approximately HK$10.2 million (representing approximately 21.4% of the net proceeds) for the general working capital of the Group.

The Company confirms that no proceed of the Subscription will be used to settle the indebtedness owed to Ms. Diao Jing, an executive Director.

IMPLICATIONS OF THE LISTING RULES

As at the Latest Practicable Date, the Subscriber (as wholly-owned by Mr. Lin Yuhao) is the holder of 204,315,087 Shares representing approximately 67.64% of the existing total number of issued Shares, and is therefore the controlling shareholder and a connected person of the Company under Chapter 14A of the Listing Rules. As such, the Subscription constitutes a non-exempt connected transaction for the Company and is subject to the announcement, reporting and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Mr. Lin Yuhao, being the sole shareholder of the Subscriber, is interested in the Subscription and has abstained from voting at the Board meeting held to approve the Subscription.

Mr. Lin Yupa, being the elder brother of Mr. Lin Yuhao has abstained from voting at the Board meeting held to approve the Subscription.

GENERAL MANDATE

The Subscription Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM subject to the limit of up to 20% of the total number of Shares in issue as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 60,416,681 Shares. Up to the Latest Practicable Date, no Shares have been issued under the General Mandate. The General Mandate is sufficient for the allotment and issue of the Subscription Shares.

GENERAL

The Subscription Shares will be allotted and issued under the GM. The Company will seek approval from the Independent Shareholders by ordinary resolution to be proposed at the GM in relation to the allotment and issue of the Subscription Shares, the Subscription Agreement and the transaction contemplated thereunder. The Subscriber and other Shareholders who are involved or interested in the Subscription Agreement shall abstain from voting on the resolution at the GM.

Save for the Subscriber and its associates, to the best knowledge of the Directors, no other existing Shareholder has a material interest in the Subscription. As such, no Shareholder other than the Subscriber and its associates is required to abstain from voting on the resolution at the GM.

The Independent Board Committee comprising all the independent non-executive Directors who have no direct or indirect interest in the Subscription, namely Mr. Li Shaohua, Ms. Zhu Rouxiang and Ms. Li Yang, has been formed to advise the Independent Shareholders on the Subscription Agreement and the transaction contemplated thereunder. Grande Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Shareholders and potential investors should note that the Subscription is subject to the fulfillment (or waiver) of the condition(s) as set out in the Subscription Agreement, and the Subscription may or may not proceed to Completion. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

The GM will be convened at which ordinary resolution will be proposed to consider and, if thought fit, approve the Subscription Agreement, the allotment and issue of the Subscription Shares and the transaction contemplated thereunder.

A notice convening the GM to be held at 11:30 a.m. on Thursday, 8 April 2021, at Flat EFG, 26/F., Nuode Financial Centre, No. 1006 Fuzhong 3rd Road, Futian District, Shenzhen, China is set out on pages 70 to 72 of this circular for the purpose of considering and, if thought fit, passing the resolution as set out therein.

A form of proxy for use by the Shareholders at the GM is enclosed herewith. Whether or not you are able to attend the GM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell 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 GM (i.e., at or before 11:30 a.m. on Tuesday, 6 April 2021 (Hong Kong Time)), or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the GM or any adjourned meeting thereof (as the case may be) should you so wish.

Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the Company will procure that the chairman of the GM shall demand voting on all resolutions set out in the notice of GM be taken by way of poll.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 27 to 28 of this circular which contains the recommendation from the Independent Board Committee to the Independent Shareholders; and (ii) the letter from the Independent Financial Advisor set out on pages 29 to 59 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Subscription and the transaction contemplated thereunder.

The Board (including all the independent non-executive Directors after reviewing and considering the advice of the Independent Financial Adviser which is set out in the Letter from the Independent Financial Adviser in this circular, but excluding (i) Mr. Lin Yuhao, who is the sole shareholder of the Subscriber; and (ii) Mr. Lin Yupa who is the elder brother of Mr. Lin Yuhao) considers that the terms and conditions of the Subscription Agreement and the transaction contemplated thereunder (including the allotment and issue of the Subscription Shares) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and accordingly recommends the Independent Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the GM to approve the Subscription Agreement and the transaction contemplated thereunder (including the allotment and issue of the Subscription Shares).

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the appendix to this circular.

Yours faithfully

China Finance Investment Holdings Limited

Lin Yuhao

Chairman

CHINA FINANCE INVESTMENT HOLDINGS LIMITED ʕ਷ږછҳ༟ණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 875)

19 March 2021

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION INVOLVING SUBSCRIPTION

OF NEW SHARES UNDER GENERAL MANDATE

We refer to the circular of the Company to the Shareholders dated 19 March 2021 (the "Circular"), in which this letter forms a part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings given to them in the paragraph headed "Definitions" of the Circular.

We have been authorised by the Board to form the Independent Board Committee to advise you in connection with the Subscription, details of which are set out in the letter from the Board in the Circular.

We wish to draw your attention to the letter from the Independent Financial Adviser advising the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreement and the transaction contemplated thereunder as set out on pages 29 to 59 of the Circular and the letter from the Board set out on pages 5 to 26 of the Circular.

Having considered, among other matters, the terms of the Subscription Agreement, the opinion of the Independent Financial Adviser as stated in its letter, and the principal factors and reasons taken into consideration by it in arriving at its opinion, we are of the opinion that the terms of the Subscription Agreement are on normal commercial terms, are fair and reasonable so far as the Independent Shareholders are concerned, and the Subscription, while not in the ordinary and usual course of business of the Group, is in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the Subscription Agreement and the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares) to be proposed at the GM.

Yours faithfully,

Independent Board Committee

Mr. Li Shaohua

Ms. Zhu Rouxiang

Ms. Li Yang

Independent Non-executive DirectorsThe following is the text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of Subscription Agreement and the transactions contemplated thereunder, which has been prepared for the purpose of incorporation in the Circular.

Room 2701, 27/F,

Tower 1, Admiralty Center,

18 Harcourt Road, Admiralty, Hong Kong

19 March 2021

To: The Independent Board Committee and the Independent Shareholders of China Finance Investment Holdings Limited

Dear Sir/Madam,

CONNECTED TRANSACTION INVOLVING

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Subscription Agreement and the transactions contemplated thereunder, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company dated 19

March 2021 (the "Circular"), of which this letter forms parts. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 20 January 2021 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement and the transactions contemplated thereunder, pursuant to which the Company has conditionally agreed to allot and issue, and the Subscriber conditionally agreed to subscribe for the Subscription Shares.

The Subscription Shares will be issued under the General Mandate granted to the Directors at the AGM. Under the General Mandate, the Company is authorised to issue up to 60,416,681 Shares. As at the Latest Practicable Date, no securities of the Company have been issued under the General Mandate.

As at the Latest Practicable Date, since the Subscriber was the controlling Shareholder and was wholly-owned by Mr. Lin Yuhao, who is a non-executive Director, the chairman of the Board and the sibling of Mr. Lin Yupa, an executive Director, the Subscriber is a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Subscription Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules and are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. In addition, according to Note 1 to the Rule 13.36(2)(b) of the Listing Rules, other than where independent shareholders' approval has been obtained, an issue of securities to a connected person pursuant to a general mandate given under rule 13.36(2)(b) is only permitted in the circumstances set out in rule 14A.92. In this connection, the Company will seek the Independent Shareholders' approval for the entering into of the Subscription Agreement and the transactions contemplated thereunder at the GM.

The Subscriber and its respective associates are materially interested in the Subscription Agreement and the transactions contemplated thereunder, they are required to abstain from voting on the proposed resolutions relating to the Subscription Agreement and the transactions contemplated thereunder at the GM. Save for the Subscriber and its associates, no other Shareholder is required to abstain from voting on relevant resolution(s) as aforementioned at the GM.

An Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Li Shaohua, Ms. Zhu Rouxiang and Ms. Li Yang, has been established to advise the Independent Shareholders, among other things, the entering into of the Subscription Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. We, Grande Capital, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

As at the Latest Practicable Date, we were independent from and not connected with the Company, the Subscriber and any of their respective substantial shareholders or associates that could reasonably be regarded as relevant to our independence and accordingly, we were qualified to give independent advice to the Independent Board Committee and the Independent Shareholdersin respect of the entering into of the Subscription Agreement and the transactions contemplated thereunder. Save for our appointment as the Independent Financial Adviser, there was no other engagement between the Company and Grande Capital in the past two years. Apart from the normal advisory fee payable to us in connection with our appointment as the Independent Financial Adviser, no arrangement exists whereby we shall receive any other fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion, we have reviewed, amongst others, the Subscription Agreement, other information and records related to the Subscription, the annual report of the Company for the year ended 31 December 2019 (the "2019AR") and the interim report of the Company for the six months ended 30 June 2020 (the "2020IR"), the recent announcements and circulars of the Company and the statements, information, opinions and representations contained or referred to the Circular and the information and representations as provided to us by the Company and the Directors. We have also discussed with the management of the Group regarding the businesses of the Group as well as the Group's funding needs and reasons for conducting the Subscription.

We have assumed that (i) all statements, information and representations provided by the Directors and the management of Group; and (ii) the information referred to in the Circular, for which they are solely responsible, were true and accurate at the time when they were provided and continued to be so as at the Latest Practicable Date and the Shareholders will be notified of any material changes to such information and representations before the GM. We have also assumed that all statements of belief, opinion, intention and expectation made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have also sought and received confirmation from the Company that no material facts have been omitted from the information provided and the opinions expressed to us. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the representation and opinions expressed by the Company, its advisers and/or the Directors. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group nor have we conducted any form of in-depth investigation into the business and affairs or the prospects of the Group.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement in the Circular misleading.

This letter is issued for the information of the Independent Board Committee and Independent Shareholders solely in connection with their consideration of the entering into of the Subscription Agreement, and the transactions contemplated thereunder, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and Independent Shareholders in respect of the Subscription Agreement and the transactions contemplated thereunder, we have considered the following principal factors and reasons:

1. Information of the Group

(i) Background information of the Group

The Group is principally engaged in (i) growing and trading of agricultural and meat produce; (ii) provision of money lending services that provides personal loans and corporate loan services; and (iii) securities trading and brokerage services.

(ii) Financial highlights of the Group

The table below sets out the key financial information of the Group as extracted from the 2019AR and the 2020IR:

For the year ended

For the six months ended

2019
HK$'000	HK$'000	HK$'000	HK$'000
(audited)	(audited)	(unaudited)	(unaudited)
(Re-presented)	(Re-presented)
Revenue	176,198	311,422	183,331	83,025
- Agricultural and meat business	118,079	284,244	167,781	71,915
- Money lending business	39,142	25,732	14,871	10,337
- Securities brokerage business	18,977	1,446	679	773
Gross profit	51,169	11,559	8,745	14,055
Loss for the year/period attributable to
owners of the Company	(158,594)	(59,582)	(20,895)	(2,302)
- 32 -

31 December 2018

30 June 2019 2020

For the six months ended 30 June 2020

The revenue of the Group decreased by approximately HK$100.3 million or 54.7% from approximately HK$183.3 million to HK$83.0 million for the six months ended 30 June 2019 ("1H2019") and 2020 ("1H2020"), respectively.

According to the 2020IR, the Group recorded decrease in turnover of i) the Group's agricultural and meat business segment from approximately HK$167.8 million for 1H2019 to approximately HK$71.9 million for 1H2020 as a result of disruption on the normal daily business operation due to the global outbreak of COVID-19 pandemic; and ii) the money lending business segment from approximately HK$14.9 million for 1H2019 to HK$10.3 million for 1H2020 because of the tightening of money leading policy in the PRC and deterioration of economic environment.

Revenue from securities brokerage business remained relatively stable in 1H2019 and 1H2020. The Group entered into a sale and purchase agreement with an independent third party on 25 May 2017 in relation to the disposal of the Group's securities brokerage business (the "2017 Disposal"). As advised by the management of the Company and as the Latest Practicable Date, the 2017 Disposal was still in process and various supplemental deeds have been entered into between the Company and vendor, please refer to the announcement of the Company dated 24 February 2021, and all previous announcements of the Company as set out therein, in relation to the disposal of the entire issued share capital in Golden Rich Securities Limited. It is noted that, as at the Latest Practicable Date, the long stop date of the agreement of the 2017 Disposal has been extended to 51 months from the date of the said agreement. As provided by the management of the Company, such delay in the completion of the 2017 Disposal is mainly due to additional time is required by the purchaser to prepare necessary information in relation to its ultimate shareholding structure which is subject to the completion of relevant reorganisation for effecting the 2017 Disposal to comply with relevant regulatory requirements in Hong Kong. The vendor and purchaser will continue to use their best endeavours to complete the 2017 Disposal as soon as practicable. Since the 2017 Disposal has not been completed in 2020, the Group is expected to incur segment loss from the securities brokerage business. We are of the view that the segment loss making position of the securities brokerage business for the six months ended 30 June 2020, together with any expenses incur before the completion, would have adversely affected the Company's overall financial position or performance until the completion of the 2017 Disposal (assuming all other factors remain constant). Nonetheless, under the circumstance that the Directors are confident that the 2017 Disposal will eventually be completed, the extension of the long stop date of the agreement of the 2017 Disposal and, hence the completion, would allow the Group to focus its ordinary working capital resources in the development of other business sectors, which contribute nearly all the revenue, of the Group subsequent to the entering into of the 2017 Disposal.

Nevertheless, there was an improvement in loss before tax mainly due to sales of products with higher profit margin. During 1H2020, the Group's agricultural and meat business segment recorded a segment loss before tax of approximately HK$3.7 million as compared to a segment loss before tax of approximately HK$14.2 million for 1H2019. The segment profit before tax under the money lending business segment decreased to approximately HK$8.9 million for 1H2020 from approximately HK$12.5 million for 1H2019, primarily due to the decrease in revenue under this segment as mentioned in the above.

During the 1H2020, the Group recorded other gains in the net amount of approximately HK$9.2 million, representing an increase of approximately 271.7% as compared to approximately HK$2.5 million for 1H2019 mainly due to the one-off gain on repayment of the outstanding convertible bonds at discount of approximately HK$5.7 million. We have discussed with the management of the Group and are advised that the bondholder, namely, Hui Jia Investments Limited which is a limited company incorporated in British Virgin Islands and is principally engaged in investment holding ("Hui Jia"). Hui Jia and Ms. Chen Huifang (its ultimate beneficial owner), who are independent third parties and have no relationship and/or arrangement with the Company and its connected person (including Mr. Lin Yuhao), agreed to waive such HK$5.7 million in exchange of the Group's quick settlement after arm's length negotiations between the parties taking into account, amongst others, the then unfavourable financial performance of the Group. Such action together with the repayment of bank and other borrowings also reduced the finance cost of the Group to approximately HK$4.1 million during 1H2020 as compared to approximately HK$10.5 million in 1H2019. All other expenses of the Group remained relatively stable for 1H2020 when compared to the same period in 2019.

As a combined result of the above, the net loss attributable to the owners of the Company decreased by approximately HK$18.6 million from approximately HK$20.9 million for 1H2019 to approximately HK$2.3 million for 1H2020.

For the year ended 31 December 2019

The revenue of the Group increased by approximately HK$135.2 million or 76.7% from approximately HK$176.2 million to HK$311.4 million for the year ended 31 December 2018 ("FY2018") and 2019 ("FY2019"), respectively.

Among the Group's reportable segments, the Group recorded (i) a substantial increase of approximately 140.7%, from approximately HK$118.1 million to HK$284.2 million, in revenue of agricultural and meat business segment, which was mainly driven by the adjustment of the Group's strategies in minimising inventory level, promoting sales at competitive prices and increasing liquidity in relation to the selling of agricultural produce according to the 2019AR; and (ii) a decrease in the revenue of money lending business segment from approximately HK$39.1 millionto HK$25.7 million due to the strengthening of regulatory control in internet-based lending business imposed by the government of the PRC which had worsened the business environment of this segment.

During FY2019, the Group's revenue generated from securities brokerage business decreased from HK$19.0 million in FY2018 to HK1.4 million in FY2019 due to less commission earned from security trading of clients.

The Group recorded a significant decrease in gross profit for FY2019 as compared to FY2018 which was primarily due to the increase in the production costs and decrease in general selling price of vegetables in the agricultural business of the Group and the decreases in revenue from the money lending business and security brokerage business as mentioned in the above.

During the FY2019, the Group recorded other gains in the net amount of approximately HK$37.8 million, representing an increase of approximately 336.9% as compared to approximately HK$8.7 million for FY2018 mainly due to reversal of impairment of loan receivable. Meanwhile, the selling and distribution expenses of the Group decreased from approximately HK$28.8 million in FY2018 to HK$2.2 million in FY2019 because of decrease in delivery and packaging expenses as a result of the Group's strategies' adjustment in minimising inventory level by consolidating the process, package and delivery procedures to various farms and agricultural companies. The Group's other operating expenses also decreased from approximately HK$64.9 million in FY2018 to HK$32.8 million in FY2019 which was mainly attributable to reduction in impairment loss of goodwill and loan receivables and less exchange loss attributable to depreciation of Renminbi. Furthermore, the Group was not required to share of loss from its associate company in FY2019 and the finance costs of the Group reduced to approximately HK$15.1 million for FY2019 from HK$22.1 million in FY2018 due to decrease in interest expenses on bank and other borrowings of the Group.

Hence, as a combined result of the above, the net loss attributable to the owners of the Company significantly decreased by approximately HK$99.0 million from approximately HK$158.6 million for FY2018 to approximately HK$59.6 million for FY2019.

As at	As at
31 December	31 December	As at
2018	2019	30 June 2020
HK$'000	HK$'000	HK$'000
(audited)	(audited)	(unaudited)
(Re-presented)
Non-current assets	63,076	78,530	69,908
Current assets	390,954	560,129	636,158
Total assets	451,030	638,659	706,066
Current liabilities	240,051	409,554	351,291
Non-current liabilities	31,654	45,480	48,864
Total liabilities	271,705	455,034	400,155
Net assets	179,325	183,625	305,911

The Group's total assets increased from approximately HK$451.0 million as at 31 December 2018 to approximately HK$638.7 million as at 31 December 2019, which was primarily attributable to the increase in trade and other receivables arising from trading of agricultural produce, and further increased to approximately HK$706.1 million as at 30 June 2020, which was principally due to i) increase in inventories due to delay in delivery of meat produce to the customers as advised by the management of the Company; and ii) an increase in bank balances and cash following the completion of the subscription of Shares by the Subscriber under specific mandate which was completed on 27 April 2020 (the "SM Subscription").

It was noted that the Group's total liabilities increased from approximately HK$271.7 million as at 31 December 2018 to approximately HK$455.0 million as at 31 December 2019, which was mainly due to the increase in trade and other payables arising from trading of agricultural produce and dealing in securities and bank and other borrowings. Nonetheless, the total liabilities of the Group decrease to approximately HK$400.2 million as at 30 June 2020, which was mainly attributable to repayment of outstanding convertible bond and a decrease in the additions of bank and other borrowings obtained by the Group.

The total borrowings of the Group, which comprised of bonds, promissory notes, bank and other borrowings. Please find below summary in relation to the bank balances and cash and borrowings of the Group as at 30 June 2020, as extracted from 2020IR, and as at 20 January 2021

(the date of the Announcement) (for illustrative purpose only), as provided by the management ofthe Group which is based on the unaudited management accounts of the Group and financial information available to the Company and is subject to adjustment upon the finalisation of the review by the auditors and the audit committee of the Company.

As at

As at	20 January
30 June 2020	2021
HK$'000	HK$'000
(unaudited)	(unaudited, per
management
account of the
Group and for
illustrative
purpose only)
Bank balances and cash	56,621	9,930
Total borrowings repayable within one year borrowings	161,270	255,517
of which
- Bonds	31,973	36,120
- Loans provided by Directors and other creditors	102,047	192,147
- Promissory notes	27,250	27,250
Total borrowings repayable in the second to fifth years	14,798	16,091
Total borrowings of the Group	176,068	271,608

According to the 2020IR, in the future, the Group will continue to control its costs, utilise its existing resources and collaborate with research institutes in Mainland China to further strengthen the cultivation and trading of agricultural and meat products with high potential for development, similar to the collaboration with Guangdong Academy of Agricultural Sciences* (ᄿ؇޲ุ༵߅ኪ ৫Ъي޼Ӻה) in growing of medicinal value crops such as Dendrobium officinale Kimura et Migo* (᚛ͤͩૂ). The Group will also continue its adoption of a positive yet prudent approach in managing its financial resources. For details on the development and operation status of the Company's Agricultural and Meat Business and future plan, please refer to the paragraph headed "The Group's agricultural and meat business and future plan" as set out in the Letter from the Board. We have obtained and reviewed the Company's expansion plan and relevant supporting documents in relation to the future plan of the Company's Agricultural and Meat Business, including the draft lease agreement regarding the farmlands located in Shanwei (ϭ҈ ) of Guangdong Province and records and minutes on the decision making of the PRC operation unit ofthe Group, which have taken into account the costs and benefits consideration and reporting on growth pattern and market demand, in relation to the cultivation of Kimura et Migo within the Group's test plots located in Conghua* (੽ʷ) of Guangdong Province. They are consistent with the Company's representation as set out therein. If any business opportunities arise in the future, thus prompting the need for additional funding, the Group may consider obtaining additional financing on favourable terms.

2. Information of the Subscriber

The Subscriber is a limited liability company incorporated under the laws of the British Virgin Islands whose entire issued share capital is wholly-owned by Mr. Lin Yuhao, a non-executive Director, the chairman of the Board and a controlling Shareholder. The principal business of the Subscriber is investment holding.

3. Reasons for and benefits of the Subscription

As set out in the Letter from the Board, the gross and net proceeds from the Subscription are expected to be approximately HK$48.3 million and HK$47.7 million, respectively. The Company intends to use approximately HK$37.5 million (approximately 78.6%) of the net proceeds from the Subscription for the repayment of indebtedness of the Group arising from the Unsecured Bonds, and approximately HK$10.2 million (approximately 21.4%) for the general working capital of the Group.

It is noted that a large part of the net proceeds from the Subscription will be used to redeem the Unsecured Bonds, which the subscribers, Ms. Wong Chunru and Mr. Xiao Baojun who are individuals and independent third parties that have no relationship and/or arrangement with the Company and its connected persons (including Mr. Lin Yuhao), have indicated their unwillingness to further extend the maturity date any further after the physical meeting between the parties held in December 2020, as advised by the management of the Company. Thus, the Company is obliged to redeem the Unsecured Bonds (the "Redemption") on 30 June 2021. As stated in the Letter from the Board, it has been the Company's intention to redeem the Unsecured Bonds from internal resources which would be able to avoid any extra finance cost or any dilution to the current shareholding structure. Nonetheless, as stated in the above section, the Group only had less than HK$10.0 million bank balances and cash as at 20 January 2021 as disclosed in the announcement of the Company dated 20 January 2021 in relation to the Subscription, which falls short of the amount required for the Redemption and for maintaining the Group's daily operation. The Group would be inevitable to look for external financing option.

As at 30 June 2020, the Group had obtained further interest-free loans from the Directors and other creditors to maintain the general business and operation of the Group, details of which is set out in the section headed "REASONS FOR AND BENEFITS OF THE SUBSCRIPTION - Indebtedness of the Group". In this regard, we are advised that the normal daily business operation of the Group in the first half of 2020 has been significantly affected by the global outbreak of COVID-19 pandemic, for example, due to the lockdown measures and travel restrictions imposed by the PRC government, farmers engaged by the Group were not able to resume work after returning to their respective hometowns for the Chinese New Year. The Group's production bases were forced to temporarily shut down and only began to gradually resume operation in the second quarter of 2020. However, many farmers were further delayed by local travel restrictions which remained in effect. The resulting manpower shortages slowed the resumption of production, lowered the output and reduced revenue generated. The decrease in revenue of the Group during this period has created pressure on the general working capital of the Group to maintain its daily operation. As such, the Group obtained additional loan from the Directors and other creditors. As set out in the Letter from the Board, the Group intends to reduce its indebtedness by collecting its trade and other receivables and from the revenue generated from the Group's principal businesses. As confirmed by the Directors, the Company has no present intention, agreement, arrangement, understanding and/or negotiation (concluded or otherwise) to conduct any potential fund-raising activity save for the Subscription in the next 12 months from the date of the Circular.

As discussed with the management of the Group, the Company has considered other alternative financing methods instead of the Subscription, including debt financing methods (such as bank and other borrowings or bond) and other means of equity financing methods (such as a rights issue or open offer to existing Shareholders). In relation to debt financing, further borrowings would create additional interest burden for the Group and the due diligence and negotiation process with the relevant banks may be lengthy, as well as increasing the gearing ratio1 of the Group. As stated in the Letter from the Board, the Group's gearing ratio was approximately 0.89 as at 31 December 2020. For illustrative purpose only, assuming all other factors remain constant and additional borrowings are obtained to satisfy the Redemption, the Group's gearing ratio would have increased to approximately 1.01. We are advised by the Directors that the Group had negotiated with several banks in the last few months and been advised that it was not possible for the Group to obtain additional bank loans without providing collateral taking into account the loss making financial position of the Company as set out in 2020IR.

The Group's gearing ratio is measured as total debt (excluding trade and other payables, tax payables, deferred income and lease liabilities to total shareholders' equity

Regarding other means of equity financing, having considered:

(i) the loss making financial position of the Group and the uncertainties in global financial market due to the outbreak of COVID-19 in early 2020 and the fluctuation of overall economy across the world might cause huge difficulties in reaching enough acceptances for the equity financing activities and the Group may not be able to identify any underwriter(s) for the same. In this regard, we have obtained records, as provided by the Company, which indicated rejection in providing fund-raising activities services from two securities firms in Hong Kong;

(ii) the material uncertainty related to going concern raised by the auditors of the Company as set out in the 2019AR might affect the attractiveness, and lead to an insufficient demand, of a rights issue or an open offer of the Company;
(iii) a rights issue or an open offer would involve preparation and issue of a relatively more detailed prospectus and a relatively longer timeframe to complete; and
(iv) the extra cost such as the underwriting commission, documentation and other professional fees in order to complete a rights issue or an open offer as compared to the Subscription, it would result in more costly and extended timing for the process and increasing timely completion risks than raising fund by the Subscription.

Therefore, the adoption of other means of equity financing might not be in the best interests of the Company.

In respect of issue of new Shares to independent third parties, the Subscription would further strengthen and enhance the collaboration between the Company and the Subscriber, i.e., the controlling Shareholder. It provides an efficient means of raising capital for the Group's present need and demonstrates the controlling Shareholder's confidence in and commitment to the Company. It is considered that such further alignment and strengthening of interests would be beneficial to the long-term business development of the Group. 2020 was a tough year for almost every business. The unprecedented challenges brought by COVID-19 pandemic led to a worsening operating performance of the Group and its downstream stakeholders, as evidenced by the decrease in revenue of the Group for 1H2020 and, as at 31 December 2020, approximately 59.5% of the Group's trade receivables arising from trading of agricultural and meat produce had aged over 120 days based on the Group's unaudited management account for the year ended 31 December 2020, whereas the normal credit period given by the Group to its customers was 60 days. As presented in the Letter from the Board, the amount of gross trade receivables collected by the Group during the period from 1 July 2020 to 31 January 2021 was approximately HK$76.7 million and as at 31 January 2021 the remaining outstanding balance of the gross trade receivables was HK$366.6

million (including new revenue of approximately HK$48.1 million with a general credit period of 60 days normally given by the Group). An aging analysis of the trade receivables as at 31 December 2020 has been prepared by the management of the Company, please refer to the page 17 of the Circular for details.

Certain actions have been taken by the Company to collect the long-aging receivables including but not limited to (i) approaching each debtor by telephone, emails, Wechat or physical meeting to closely monitor the collection status; and (ii) issuing demand email and demanding letter to each debtor on a regular basis. As advised by the management of the Company and based on the information available to them as at the Latest Practicable Date, it is expected that 30% of the total trade receivables as at 31 December 2020 would be settled within six months from the Latest Practicable Date and an additional of approximately 10% to 20% of the total trade receivables as at 31 December 2020 would be settled within one year from the Latest Practicable Date. We have i) examined records of responses from the Group's debtors and were given to understand that they were being affected in various extents due to the COVID-19 outbreak; and ii) discussed with the management of the Company on the internal policy of collecting the Group's receivables. Nonetheless, the estimation on the recoverability of the Group's receivables is relating to future event and is based on assumptions which the Company considers appropriate which we have not assumed any responsibility for independently verifying the accuracy or completeness, therefore, we express no opinion on whether the actual recovery would eventually be achieved, and/or if any impairment provision is required, in correspondence with the estimation as mentioned above.

Having considered the above factors as a whole, including the increase in uncollected trade receivables, we concur with the management of the Company that it is crucial to strengthen the Group's capital base and enhance the Group's financial capabilities, which could reinforce the foundation to further optimising the Group's existing business and financial conditions, and allow the Group to keep on track of its business focus and development, thereby improving the return to Shareholders in mid to long term.

It is noted that the agricultural and meat business segment outperformed other business segments of the Group during the 1H2020. In line with the proposed use of net proceeds under the SM Subscription, as advised by the management of the Company, the Group will continue to further strengthen the cultivation and trading of agricultural and meat produce in the near future. In this context, we concur with the Directors' view that the replenishment of additional working capital of the Group from the Subscription would fuel the ongoing development of the Company, and allow the Group to actively seek and establish new farmlands in Guangdong Province, which is crucial to ensure the business stability and long-term development of the Group.

Taking into account the above, we concur with the Directors that the Subscription is justifiable and fair and reasonable and is in line with the Group's long term development strategy, hence is in the interests of the Company and the Shareholders as a whole.

4. Principal terms of the Subscription Agreement

Set out below are the principal terms of the Subscription:

Date

20 January 2021 (after trading hours)

Parties

the Company as issuer; and

Sino Richest Investment Holdings Limited as subscriberNature of the transaction

The Company has conditionally agreed to allot and issue, and the Subscriber conditionally agreed to subscribe for the Subscription Shares.

Subscription price

HK$0.80 per Subscription Share

The aggregate Subscription Price will be payable by the Subscriber in cash at Completion.

Conditions precedent

:Completion of the Subscription is conditional upon:

(a) the listing of the Shares not having been revoked and the Shares continuing to be listed on the Stock Exchange before Completion (save for any temporary suspension or halt in trading pending the release of an announcement or circular in connection with the Subscription Agreement), the Stock Exchange or the SFC not having expressed that it will raise any objection against the listing status of the Shares or require the trading of Shares to be suspended due to the transaction contemplated under the Subscription Agreement or any reasons in connection with the transaction contemplated thereunder;
(b) the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Subscription Shares, and such approval not having been revoked before Completion of the Subscription;
(c) the compliance of any other requirements under the Listing Rules by the Company in relation to the Subscription Agreement and the transaction contemplated thereunder;
(d) the Independent Shareholders having passed all necessary resolutions in the GM granting in relation to the allotment and issue of the Subscription Shares and approving, among other things, the Subscription Agreement and the transaction contemplated thereunder;
(e) the Board having passed all necessary resolutions in approving the Subscription Agreement and the transaction contemplated thereunder; and

(f) the representations and warranties given by the Company

under the Subscription Agreement being true, correct,

complete and not misleading when made and remaining

true, correct, complete and not misleading as at the

Completion Date.

As at the Latest Practicable Date, conditions (a) and (e) above have been fulfilled.

Completion

:Completion of the Subscription shall take place on the Completion Date, upon satisfaction or waiver of the conditions precedent to the Subscription, or such other date as the Company and the Subscriber may agree in writing.

Other provision

:Save with the written consent from the Company, the Subscriber shall not, and shall procure that none of its subsidiaries or companies controlled by it or any nominee or trustee holding in trust for it shall, at any time during the period of six months from the Completion Date, create or permit to subsist any encumbrance or other security interest whatsoever on or over or in respect of the Subscription Shares, and otherwise dispose of any of the Subscription Shares or otherwise purport to deal with the beneficial or economic interest therein (including but not limited to its voting rights) or any right relating thereto (the "Lock-up Undertaking").

Further details of the principal terms of the Subscription Agreement are outlined in the Letter from the Board.

(i) Evaluation of the Subscription Price

Comparison of the Subscription Price to recent Share prices

The Subscription Price of HK$0.80 per Subscription Share represents:

(1) a discount of approximately 18.37% to the closing price of the Shares of HK$0.98 per Share as quoted on the Stock Exchange on the 20 January 2021 (the "Last Trading Day"), being the date of the Subscription Agreement;
(2) a discount of approximately 19.84% to the average closing price of the Shares as quoted on the Stock Exchange for the 5 consecutive trading days before the Last Trading Day of approximately HK$0.998 per Share;
(3) a discount of approximately 19.27% to the closing price of the Shares as quoted on the Stock Exchange for the 10 consecutive trading days before the Last Trading Day of approximately HK$0.991 per Share;
(4) a discount of approximately 19.52% to the closing price of the Shares as quoted on the Stock Exchange for the 30 consecutive trading days before the Last Trading Day of approximately HK$0.994 per Share;
(5) a discount of approximately 41.18% to the closing price of the Shares of HK$1.36 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and
(6) a discount of approximately 20.79% to unaudited consolidated net asset value attributable to owners of the Company per Share as at 30 June 2020 (the "Unaudited June 2020 NAV") of approximately HK$1.01 per Share.

Historical Share price performance

The following chart sets out the daily closing prices of the Shares on the Stock Exchange for the period from 2 January 2020 (being the first trading day in January 2020) up to and including the Latest Practicable Date (the "Review Period"), being a period of over one year prior to the Last Trading Day up to and including the Latest Practicable Date. We consider that the Review Period which covers more than a full year prior to the Latest Practicable Date represents a reasonable period to provide a general overview of the historical trend of the Share price when assessing the Subscription Price.

Subscrip onPrice

As illustrated in the chart above, the Share price closed in a range between HK$0.88 and HK$2.57 during the Review Period, with an average closing price of approximately HK$1.51 per Share.

The Company published the circular in relation to, among others, the SM Subscription on 19

March 2020 (after trading hours), Share price went up by approximately 7.0% to HK$1.07 on 20

March 2020.

After the Company published the final results announcement for FY2019 on 27 March 2020, the closing prices of the Share remained stable within a relatively narrow range of HK$1.05 and HK$1.15 during the period from 30 March 2020 to 9 April 2020, then the closing prices of the Share started to rise to HK$2.57 per Share, the highest closing price during the Review Period, recorded on 26 June 2020. Subsequently, the Share price gradually decreased from HK$2.38 to HK$1.83 recorded on 18 August 2020.

On 18 August 2020 (after trading hours), the Company issued an announcement in relation to inside information: substantial decrease in loss. The Share price fluctuated in a range of HK$1.70 to HK$2.00 between 19 August 2020 to 28 September 2020, which the Company published announcements in relation to the interim results for 1H2020 on 26 August 2020 and grant of share options on 15 September 2020. Since then, the Share price showed a downward trend, closing at HK$1.00 on 8 January 2021.

It is noted that the Subscription Price has been lower than the closing price of the Shares during the Review Period, nonetheless, having considered (i) the Lock-up Undertaking would restrain immediate financial gain of the Subscriber through the discount represented by the Subscription Price; (ii) the Subscription Price only represents a relatively mild discount of approximately 9.09% to the lowest closing price of the Shares during the Review Period of HK$0.88 recorded on 22 and 23 December 2020, which was within the one month prior to the date of the Subscription Agreement; (iii) the Group had a relatively low cash position as at 20 January 2021 as stated under the section headed "1. Background information of the Group" above in this letter; (iv) the reasons for and benefits of the Subscription and presented above in this letter; (v) the mandatory repayment obligation under and the approaching maturity date of the Unsecured Bonds; (vi) the Subscription would not result in interest burden on the Group as opposed to debt financing or unpredictable time and expenses as opposed to other means of equity financing; (vii) factors and discussions as presented in the sections below; and (viii) the terms of the Subscription Agreement are fair and reasonable based on our assessments with comparable analyses detailed in this section, we are of the view and concur with the Director's view that the Subscription is in the interest of the Company and the Shareholders as a whole.

Historical trading liquidity of the Shares

Set out in the table below is the trading volume data in respect of the Shares during the Review Period:

Percentage of
average daily	Percentage of
trading volume	average daily
to number of	trading volume
Shares in issue	to number of
Number of	Total trading	Average daily	as at the	Shares in issue
trading days in	volume for	trading volume	relevant	held by public
the	the month/	for the	month/period	as at the Last
Month	month/period	period	month/period	end	Trading Day
2020
January (commencing from 2 January 2020)	12	958,867	79,905	0.080%	0.093%
February	16	2,223,075	138,942	0.139%	0.161%
March	22	1,977,930	89,905	0.088%	0.104%
April	19	2,526,781	132,988	0.044%	0.154%
May	20	2,217,200	110,860	0.037%	0.129%
June	21	4,207,388	200,351	0.066%	0.232%
July	22	3,210,804	145,945	0.048%	0.169%
August	21	755,658	35,983	0.012%	0.042%
September	22	530,761	24,125	0.008%	0.028%
October	18	250,000	13,888	0.005%	0.016%
November	21	557,283	26,537	0.009%	0.031%
December	22	369,052	16,775	0.006%	0.019%
2021
January	20	4,754,818	237,740	0.079%	0.276%
February	18	1,304,509	72,472	0.024%	0.084%
March (up to and including the Latest Practicable Date)	11	353,062	32,096	0.011%	0.037%

As noted from the above table, the average daily trading volume of the Shares was very few and scattered during the Review Period, ranged from i) 0.005% to 0.139% of the total number of issued Shares as at the month of relevant month; and ii) 0.016% to 0.276% of the total number of issued Shares held in public hands as at the Last Trading Day.

Given the low liquidity of the Shares as illustrated above may hinder the attractiveness of any equity fund-raising activities to be conducted by the Company to investors (irrespective of whether such investors are connected person of the Company (as defined in the Listing Rules)) and may require more time to seek enough potential investors, if any, to cover the amount of proceeds under the Subscription, it is reasonable to set the Subscription Price at a discount to the closingprice of the Share as at the Last Trading Day. To assess the fairness and reasonableness of the level of discount, we further performed comparable analysis, details of which are set out in the below sub-section.

Comparable Issues and peer comparison

In order to further evaluate the fairness and reasonableness of the Subscription Price, we have performed an analysis of comparable issues by searching the website of the Stock Exchange on a best effort basis for all share issues for cash (the "Comparable Issues") announced during the twelve month period prior to the Last Trading Day by companies listed on the Stock Exchange, which involve placing/subscription/issue of new shares to/by connected persons of respective issuers of the Comparable Issues, without involving acquisitions, restructuring, loan capitalisation, share award scheme, public offering, mandatory cash offer, whitewash waiver, and issuance of convertible securities or A shares.

We determined the length of our review period based on two major factors: (i) the comparable period has to be close to the date of Subscription Agreement such that the Comparable Issues are under similar and recent market conditions and sentiment; and (ii) the number of samples covered in the comparable period has to be sufficient such that the average figures calculated are representative and not significantly affected by any individual comparable issue.

We consider that a review period of twelve months is appropriate and adequate since the Comparable Issues can provide the INEDs and Shareholders a general reference for market practice of determining subscription price under recent market conditions. Nevertheless, INEDs and Shareholders should note that the businesses, operations and prospects of the Company are not exactly the same as the issuers of the Comparable Issues and we have not conducted any in-depth investigation into the businesses, operations and prospects of the issuers of the Comparable Issues. However, as the Comparable Issues can provide a general understanding of this type of transaction in the Hong Kong stock market under the current market environment, in our opinion, the Comparable Issues are fair and representative samples in view of the similarity of the nature of the Comparable Issues and the Subscription.

Based on such criteria, we have identified an exhaustive list of 19 Comparable Issues, further details of which are set out below. For each of the Comparable Issues identified, we compared the premium or discount of its placing/issue/subscription price to (a) the closing price on the last trading day or the date of announcement; (b) average closing price for the last five trading days; (c) the closing price (or theoretical closing price, where applicable) on the latest practicable date; and (d) the net asset value per share, as summarised in the following table.

Date of

Announcement Name of CompanyPrincipal business activities as set out in the corresponding Stock code announcement or circularPremium/(Discount)Premium/ (Discount) of the subscription price over/to the last trading day prior to the date of the corresponding announcementPremium/ (Discount) of the subscription price over/to the average closing price of the last 5 trading daysof the subscription price over/to the closing price (or theoretical closing price, where applicable) on the

prior to the date of latest practicable datethe corresponding announcement

of the correspondingPremium/(Discount) of the subscription price over/to the net asset value per share as disclosed in the

circular announcement/circular

20 January 2021

Pak Tak International Limited

2668 The company and its subsidiaries are primarily engaged in supply chain business, leasing business, property investment and consultancy, money lending business and securities investment.
14 January 2021
China Dredging Environment Protection Holdings Limited
871 The company and its subsidiaries are primarily engaged in dredging business, which can be divided into three main operating and reportable segments, namely, (i) capital and reclamation dredging business; (ii) environmental protection dredging and water management business; and (iii) other works operated in marine sites.
31 December 2020
China CBM Group Company Limited
8270 The company and its subsidiaries are primarily engaged in the exploitation, liquefaction production and sales of natural gas and coalbed gas and provision of gas supply connection services.
15 December 2020
Cornerstone Technologies Holdings Limited
8391 The company and its subsidiaries are primarily engaged in the provision of printing, typesetting and translation services in Hong Kong.

-1.96

-10.15

18.40 20.003

11.11

17.65

20.48 -86.95

0.72

N/A1 -81.70

-16.7

-17.9

-34.40 110.10

Date of

prior to the date of latest practicable datethe corresponding announcement

of the correspondingPremium/(Discount) of the subscription price over/to the net asset value per share as disclosed in the

circular announcement/circular

15 December 2020

Kinergy Corporation Ltd.

3302

The company and its subsidiaries are primarily engaged in contract manufacturing, design, engineering and assembly for the electronics industry, and the design, manufacture and sale of automated machines, apparatus, systems, equipment and precision moulds and dies.

10 September 2020

Powerlong Commercial Management Holdings Limited

9909 The company and its subsidiaries are primarily engaged in the provision of commercial operational services and residential property management services in the PRC.
8 September 2020
Koolearn Technology Holding Limited
1797 The company and its subsidiaries are primarily engaged in the provision of online extracurricular education services in China, with a comprehensive portfolio of well-recognised brands and core expertise in after-school tutoring and test preparation.
7 September 2020
Yunfeng Financial Group Limited
376 The company and its subsidiaries are primarily engaged in underwriting life insurance, asset and wealth management, securities transactions, employees share ownership plan management services, investment research, insurance brokerage and proprietary investment.
2 September 2020
China Uptown Group Company Limited ("China Uptown")
2330 The company and its subsidiaries are primarily engaged in (i) property development and investment; and (ii) trading of raw sugar.
24 July 2020
Hao Tian Development Group Limited
474 The company and its subsidiaries are primarily engaged in (i) money lending; (ii) securities investment; (iii) provision of commodities and securities brokerage service; (iv) asset management; (v) property leasing; and (vi) rental and trading of construction machinery.

-17.8

-19.8

-22.08 0.00

0.00

-2.39

14.90 658.873

-7.30

-12.80

-10.20 1,233.30

-5.93

-7.31

-16.58 0.00

47.10

38.10

47.10 -73.60

-13.79

-15.25

-43.82 -38.843

Date of

prior to the date of latest practicable datethe corresponding announcement

of the correspondingPremium/(Discount) of the subscription price over/to the net asset value per share as disclosed in the

circular announcement/circular

13 July 2020

51 Credit Card Inc.,6 July 2020

China Jinmao Holdings Group Limited

28 April 2020 IR Resources

Limited

("IR Resources")

23 April 2020 Binhai Investment

Company Limited

2051

The company and its subsidiaries are primarily engaged in operation of an online credit management platform.

817 The company and its subsidiaries are primarily engaged in city operations, property development, commercial leasing, retail operations, hotel operations as well as finance and services.

8186 The company and its subsidiaries are primarily engaged in (i) the forestry and agricultural business; (ii) the financial services business; (iii) the logistics business; and (iv) the cultural business.
2886 The company and its subsidiaries are primarily engaged in the sales of piped natural gas, construction and gas pipeline installation services, gas passing through service and sales of bottled natural gas.
9 April 2020
Creative China Holdings Limited ("Creative China")
8368 The company and its subsidiaries are primarily engaged in the provision of (i) program production and related services, (ii) concert and event organisation, (iii) mobile live broadcasting and e-commerce; and (iv) artist management.
3 April 2020
Gemini Investments (Holdings) Limited ("Gemini")
174 The company and its subsidiaries are primarily engaged in investment in fund platform, property investment and development, fund investments and securities investment business.
2 April 2020
Sinopharm Tech Holdings Limited
8156 The company and its subsidiaries are primarily engaged in (i) the provision of lottery-related services; (ii) the provision of Internet Plus services (solutions and supply chain); and (iii) other services.

-24.05

-1.64

-20.00 -74.90

-6.56

-0.56

7.75 53.64

-39.10

-41.70

-33.30 18.60

0.00

5.56

10.83 18.953

8.91

6.80

N/A2 317.003

81.80

98.00

92.30 -45.704

-12.28

-15.25

0.50 3,734.003

Date of

6 February 2020

Announcement Name of Company

Stock code
The Company	875
CT Vision	994
(International)
Holdings Limited

Principal business activities as set out in the corresponding announcement or circular

22 January 2020

The company and its subsidiaries are primarily engaged in (i) growing and trading of agricultural produce; and (ii)provision of money lending services. The company and its subsidiaries are primarily provision of construction services which mainly include (a) foundation works and ancillary services and general building works; (b) sales of piles; and (c) construction of solar power plants and sales of electricity.

Premium/(Discount)Premium/ (Discount) of the subscription price over/to the last trading day prior to the date of the corresponding announcementPremium/ (Discount) of the subscription price over/to the average closing price of the last 5 trading daysof the subscription price over/to the closing price (or theoretical closing price, where applicable) on the

prior to the date of latest practicable datethe corresponding announcement

of the correspondingcircular announcement/circular

-31.60

-33.90 -35.00

-21.57

-21.41 -22.33

Premium/(Discount) of the subscription price over/to the net asset value per share as disclosed in the

-67.50

38.68

Mean

-2.62 -6.56 81.80 -39.10

-1.75 -1.50

Median Maximum Minimum

-7.31 -10.20

98.00 92.30

-41.70 -43.82

Exclude outliers

Mean

-9.90 -7.30 11.11 -31.60 -18.37

-8.96 -9.40

Median Maximum Minimum

-10.15 -13.39

17.65 20.48

-33.90 -43.82

The Subscription

-19.84 -41.18

Note 1:

As at the Latest Practicable Date, the relevant circular had not been despatched by relevant listed company.

Note 2:

As disclosed in the announcement of Creative China Holding Limited dated 31 July 2020, the transaction had lapsed.

Note 3:

Calculated based on the then latest published equity attributable to owners of the company and total number of issued shares when the announcement was published.

Note 4:

As set out in Gemini's circular dated 28 April 2020, the discount was calculated based on equity attributable to owners of the company after excluding convertible preference shares reserve and perpetual bond.

Among the Comparable Issues, we noted that i) the premium of subscription price of Gemini and China Uptown over and the discount of the subscription price of IR Resources to their respective closing share price as at the last trading day and average closing share price for the last five trading days are exceptionally high as compared with those of other Comparable Issues; and ii) the subscription agreement of Creative China had subsequently lapsed, we consider that the subscription price of Gemini, China Uptown, IR Resources and Creative China are outliers and have been excluded from this analysis.

We also noted that the discount of the subscription price of Hao Tian Development Limited to the closing price of its shares on the latest practicable date of the corresponding circular is higher than other Comparable Issues (excluding the outliers). However, as the terms of the subscription agreement (including the subscription price) was determined on the date of the agreement and the fact that the discount of the subscription price in that particular transaction to the respective closing share price as at the last trading day and average closing share price for the last five trading days are not severely deviated from the mean and median discount of the Comparable Issues (excluding the outliers), we decided to include the same in our analysis.

As shown in the table above, 13 out of the 17 Comparable Issues (excluding the outliers) set out in the table above involved a placing, subscription or issue of new shares at discounts to their respective historical trading prices. The Subscription Price represents (a) a discount of approximately 18.37% to the closing Share price on the Last Trading Day, which is within the range of and higher than the mean and median discount of the Comparable Issues (excluding the outliers); and (b) a discount of approximately 19.84% to the average closing Share price for the five trading days up to and including the Last Trading Day, which is within the range of premium/discount of issue price over/to closing share prices for different periods up to and including the last trading day of the Comparable Issues (excluding the outliers). Despite the wide range of discounts/premiums of the Comparable Issues to the closing share price as at the last trading day/the date of announcement and the average closing share price for the five trading days immediately prior to the announcement, given that (i) the Comparable Issues are considered as a general reference for the market practice in relation to placing/subscription/issue of new shares to/by respective connected person of listed companies under recent market conditions and sentiment; and (ii) the Comparable Issues were selected objectively based on the criteria mentioned above and represent an exhaustive list of relevant comparable issues, we consider it is meaningful to make a comparison between the discounts/premiums represented by the Subscription Price with that of the Comparable Issues in terms of recent share prices as part of our assessment of the Subscription Price.

Comparable companies analysis

Since the subject companies involved in the Comparable Issues are in different industries and their net asset value as compared with their valuation may differ significantly, we are of the view that it is not meaningful to compare the discount represented by the Subscription Price with that of the premium/discount represented by Comparable Issues in terms of net asset value per share. In this regard, we have also performed an analysis of comparable companies by searching the website of the Stock Exchange on a best effort basis and identified for a complete and exhaustive list of three companies (the "Comparable Companies") that are (i) principally engaged in growing and trading of agricultural products; (ii) recorded a net asset position as disclosed in their respective latest annual reports or interim reports; and (iii) the trading of the shares was not suspended as at the Last Trading Day, which are the case of the Group. As such, we consider the Comparable Companies as fair and representative comparable, the analysis of which is useful for assessing the discount represented by the Subscription Price in terms of net asset value per share.

The following table sets out the details of the Comparable Companies, computed based on the closing share prices of the Comparable Companies as at the Last Trading Day and their then latest published net asset value per share for the most recent financial year/period as disclosed in their respective latest annual reports or interim reports (the "CC's NAV"):

Name of Company

Stock codePrincipal business activitiesPercentage of revenue from in growing and trading of agricultural products to overall business in it most recent financial yearPremium/ (Discount) of the closing share price on the Last Trading Day over/to the CC's NAV

Asian Citrus Holdings Ltd.

The company and its subsidiaries are primarily engaged in planting, cultivation and sales of orange, and other agricultural products and distribution of oranges, and other fruit.

100%

19.60

Chaoda Modern Agriculture

682

(Holdings) Limited ("Chaoda Modern")

The company and its subsidiaries are primarily engaged in sales of crops.

100%

-38.06

Name of Company

China Green (Holdings) Limited

904

("China Green")

The company and its subsidiaries are primarily engaged in the processing and sales of agriculture produce and processed products.

92.04% -90.82

Mean -36.43

Median -38.06

Maximum 19.60

Minimum -90.82

The Subscription Price represents a discount of approximately 20.79% to the Unaudited June 2020 NAV of approximately HK$1.01 per Share which is within the range of the Comparable Companies. It is also noted that the share price of Chaoda Modern and China Green, which both of them recorded net loss attributable to owners of the Company in its most recent financial year prior to the Last Trading Day, are at greater discount to their respective net asset value per share. With the aforementioned in mind and in view of the approaching maturity date of the Unsecured Bonds, the latest indebtedness level of the Group and the limited availability of other types of financings, we are of the view that the discount of the Subscription Price to the Unaudited June 2020 NAV is justifiable.

INEDs and Independent Shareholders should note that the above comparable companies analysis is on a best effort basis and for information and reference only. However, we considered that it would be beneficial to give the INEDs and Independent Shareholders an idea on companies that share certain similarities with the Company. In addition, we have not conducted any in-depth investigation into the businesses and operations of the Comparable Companies stated hereinabove nor analysed their respective financial information. It should be noted that, in forming our opinion on the fairness and reasonableness of the Subscription Price, we have considered all factors stated in this letter as a whole.

Although the Subscription Price represents (i) a discount of approximately 18.37% and 19.84% to the closing price of the Shares on the Last Trading Day and the average closing Share price for the five trading days up to and including the Last Trading Day, respectively, which deviate away from the mean and median of the Comparable Issues (excluding the outliers); and (ii) a discount of approximately 20.79% to the Unaudited June 2020 NAV of approximately HK$1.01 per Share, having considered the fact that (i) the Subscription Price fell below the closing price range of the Shares during the Review Period but the Lock-up Undertaking would restrain immediate financial gain of the Subscriber through the discount represented by the Subscription Price; (ii) the average daily trading volume of the Shares was relatively thin during the Review Period; (iii) the aforementioned said discount were within the range of premium/discount of issue price over/to closing share prices for different periods up to and including the last trading day of the Comparable Issues (excluding the outliers); (iv) the result of the above comparable companies analysis; (v) the reasons for and benefits of the Subscription as set out in this letter above; and (vi) the size of the proceeds to be received by the Company from the Subscription under the current macro market environment, given the Company recorded net loss in recent financial years and periods, we are of the view that the pricing of the Subscription is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Taking into account the principal terms of the Subscription Agreement (including the Subscription Price) as highlighted above and our review on other terms of the Subscription Agreement including, among others, the conditions precedent, and noted that they are on normal commercial terms, we are of the view that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable.

5. Potential dilution effect on the shareholding of the Company

The following table illustrates the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after the Completion.

As at the Latest Practicable Date

Immediately after

Completion

No. of	Approximate	No. of	Approximate
Shares	%	Shares	%
Non-public Shareholders
Subscriber*	204,315,087	67.64	264,731,087	73.03
Diao Jing#	79,932	0.03	79,932	0.02
Subtotal	204,395,019	67.67	264,811,019	73.05
Public Shareholders
Other public Shareholders	97,688,388	32.33	97,688,388	26.95
Total	302,083,407	100.00	362,499,407	100.00

* The Subscriber is wholly and beneficially owned by Mr. Lin Yuhao.

Ms. Diao Jing is an executive Director.

As demonstrated in the table above, the shareholdings of the existing public Shareholders would be diluted from approximately 32.33% of the Shares as at the Latest Practicable Date to approximately 26.95% of the Shares immediately after the Completion.

We are aware of the fact that the Company had completed the SM Subscription on 27 April 2020 and, as confirmed by the Directors, no other rights issue, open offer or specific mandate placing had been conducted by the Company in the past 12 months immediately preceding the Latest Practicable Date. The utilisation of the General Mandate will lead to a potential cumulative dilution effect (with the meaning ascribed to it in Rule 7.27B of the Listing Rules) of approximately 22.7% as enlarged by the Subscription and SM Subscription.

Despite the aforementioned potential cumulative dilution effect, taking into account, (i) the reasons for and benefits of the Subscription as stated in the section headed "3. Reasons for and benefits of the Subscription" above; (ii) the Subscription Price is considered to be fair and reasonable as discussed under the section headed "Evaluation of the Subscription Price" of this letter above; and (iii) the enhancement in the working capital and financial position of the Group immediately after Completion as discussed below, we consider the aforementioned dilution is acceptable.

6. Financial effects of the Subscription

The net proceeds of the Subscription, after the deduction of the estimated related expenses of approximately HK$0.6 million to be incurred in the Subscription, are estimated to be approximately HK$47.7 million.

Following the Completion, a total of 60,416,000 Shares will be issued by the Company and the Company will receive the subscription money in cash, thus the amount of cash and cash equivalents and net assets value are expected to increase by the same amount as the net proceeds from the Subscription. Accordingly, the cash positions and current ratio of the Group are expected to be improved upon completion of the Subscription.

As set out in the section headed "Use of Proceeds" in the "Letter from the Board" contained in the Circular, the Company intends to apply approximately HK$37.5 million (approximately 78.6%) of the net proceeds from the Subscription for the repayment of indebtedness of the Group arising from the Unsecured Bonds. Therefore, assuming all other factors remain constant, it is expected that the gearing ratio of the Group will be improved and reduced to 0.77 upon the Redemption.

It should be noted that the aforementioned analyses are for illustrative purpose only and do not purport to represent how the financial position of the Company following the Subscription.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Subscription, while not in the ordinary and usual course of business of the Group, is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the resolution to be proposed at the GM to approve the Subscription Agreement and transaction contemplated thereunder.

Yours faithfully,

For and on behalf of Grande Capital Limited

Lau Chun Chung Managing Director

Mr. Lau Chun Chung ("Mr. Lau") is a responsible officer of Grande Capital Limited licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO. Mr. Lau has over 10 years of experience in corporate finance advisory in Hong Kong.

1. 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 Group. 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.

2. SHARE CAPITAL

(a) Share capital of the Company

The authorised and issued share capital of the Company (i) as at the Latest Practicable Date; (ii) share capital immediately upon Completion (assuming there will be no other change in the number of issued Shares between the Latest Practicable Date and the Completion Date, save for the allotment and issue of the Subscription Shares); and (iii) share capital immediately upon Completion (assuming there will be no other change in the number of issued Shares between the Latest Practicable Date and the Completion Date and upon full exercise of the existing Share Options and full conversion of Preference Shares, save for the allotment and issue of the Subscription Shares) as follows:

(i) Share capital as at the Latest Practicable Date:

Nominal value per	Number of Shares
Share or Preference	or Preference
Share (as the case	Shares (as the case
Authorised:
Ordinary Shares	HK$0.01	150,000,000,000
Preference Shares	HK$0.01	10,000,000,000
Issued and fully paid:
Ordinary Shares	HK$0.01	302,083,407
Preference Shares	HK$0.01	3,030,000

may be)

(iii) Share capital immediately upon Completion (assuming there will be no other change in the number of issued Shares between the Latest Practicable Date and the Completion Date and upon full exercise of the existing Share Options and full conversion of Preference Shares, save for the allotment and issue of the Subscription Shares)

(ii) Share capital immediately upon Completion (assuming there will be no other change in the number of issued Shares between the Latest Practicable Date and the Completion Date, save for the allotment and issue of the Subscription Shares)


Nominal value per	Number of Shares
Share or Preference	or Preference
Share (as the case	Shares (as the case
Authorised:
Ordinary Shares	HK$0.01	150,000,000,000
Preference Shares	HK$0.01	10,000,000,000
Issued and fully paid:
Subscription Shares to be issued pursuant to
the Subscription	HK$0.01	60,416,000
Shares in issue upon Completion	HK$0.01	362,499,407
Preference Shares upon Completion	HK$0.01	3,030,000

may be)

Number of Shares
Nominal value per	or Preference
Share or Preference	Shares (as the case
Share (as the case
Authorised:
Ordinary Shares	HK$0.01	150,000,000,000
Preference Shares	HK$0.01	10,000,000,000
Issued and fully paid:
Subscription Shares to be issued pursuant to
the Subscription	HK$0.01	60,416,000
Shares in issue upon Completion	HK$0.01	397,416,278
Preference Shares upon Completion	HK$0.01	Nil

may be)

All existing issued Shares rank pari passu in all respects, including, in particular, as to dividends, voting rights and capital.

No part of the equity or debt securities of the Company is listed or dealt in, nor is listing or permission to deal in the Shares or loan capital of the Company being, or proposed to be, sought on any other stock exchange.

There are no arrangements under which future dividends will be waived or agreed to be waived. As at the Latest Practicable Date, no capital of any member of the Group was under option or agreed conditionally or unconditionally to be put under option.

(b) Share Options

Number of

Exercise priceDate of grant

(HK$/Share)outstanding Share OptionsExercise period

3 July 2015

99.0

1,871,219

3 July 2015 to 2 July 2025 (both days inclusive)

22 July 2016

39.6

594,898

22 July 2016 to 21 July 2026 (both days inclusive)

20 September 2017

7.8

1,118,900

20 September 2017 to 19 September

2027 (both days inclusive)

9 July 2018

1.804

79,932

9 July 2018 to 8 July 2028 (both days inclusive)

24 July 2019

1.144

1,890,432

24 July 2019 to 23 July 2029 (both days inclusive)

15 September 2020

1.76

29,346,340

15 September 2020 to 14 September

2030 (both days inclusive)

34,901,721

Save as disclosed above, as at the Latest Practicable Date, no shares, options, warrants, conversion rights or any equity or debt securities of the Company was outstanding or was proposed to be issued for cash or otherwise and no commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any such capital.

Save and except for (i) the allotment and issuance of 2,060,569 Shares on 16 March 2020 following the exercise of Share Options; and (ii) the allotment and issuance of 200,000,000 Shares on 27 April 2020, since 31 December 2019, the date to which the latest published audited financial statements of the Company were made up, and up to and including the Latest Practicable Date, no Shares have been allotted and issued by the Company.

3,030,000 Preference Shares, the conversion of which in full will result in the issue of 15,150 Shares. According to the terms and conditions of the Preference Shares, the Subscription would not trigger a compulsory conversion of the Preference Shares. As at the Latest Practicable Date, the registered owner and the beneficial owner of 3,030,000 Preference Shares is Mr. Chen Changjie (௓׹؏). As at the Latest Practicable Date, the Company has not received any notice from the holder of the Preference Shares regarding his decision to exercise the conversion of the Preference Shares.

The Preference Shares are non-redeemable with par value of HK$0.01 each credited as fully paid up are issued and allotted to the vendors as part of the considerations for the acquisitions occurred in 2012. According to the terms of the preference share policy and after the share consolidation exercises of the Company that took place on 25 June 2018 and 25 April 2019, 200 Preference Shares are eligible to convert into one Share.

3. DISCLOSURE OF INTERESTS

(a) Interests of Directors and Chief Executive

As at the Latest Practicable Date, the interests of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in the Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Total interests as to % of the total

Number of number of Shares in

Name of Director	interests were held	Nature of interest
Diao Jing	Beneficial owner	Ordinary Shares	79,932 (L)	0.03
Share Option	2,840,000 (L)	0.94
Lin Yuhao	Interest of controlled	Ordinary Shares	204,315,087 (L)	67.64
corporation	(Note 2)
Beneficial owner	Share Option	4,379,948(L)	1.44
Lin Yupa	Beneficial owner	Share Option	4,210,216(L)	1.39
Notes:

Shares/underlying issue as at the Latest shares Practicable Date

Capacity in which

1. The letter "L" denotes long position in the Shares.
2. 204,315,087 Shares were held by Sino Richest Investment Holdings Limited which is wholly and beneficially owned by Mr. Lin Yuhao.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company had any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor any of their spouse or minor children was granted or held options to subscribe for shares in the Company or any of its associated corporations (within the meaning of Part XV of the SFO), or had exercised such rights.

(b) Substantial Shareholders

As at the Latest Practicable Date, according to the register kept by the Company under Section 336 of the SFO, the following company had interests in the shares and/or underlying shares of the Company which fell to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO:

Total interests as to % of the total

Name of ShareholderCapacity in which interests were heldNumber of Shares/underlyingnumber of Shares in issue as at the LatestNature of interest

Practicable Date

Sino Richest

Beneficial ownerOrdinary shares

204,315,087(L)

67.64

Investment Holdings Limited (Note 2)

Notes:

1. The letter "L" denotes long position in the Shares.
2. Sino Richest Investment Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, is wholly and beneficially owned by Mr. Lin Yuhao. Accordingly, Mr. Lin Yuhao is deemed to be interested in the Shares held by Sino Richest Investment Holdings Limited under the SFO.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, there was no existing or proposed service contract between any of the Directors and any member of the Group other than service contracts that are expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. DIRECTORS' INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group since 31 December 2019, being the date of which the latest published audited financial statements of the Group were made up.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract, save for service contracts, or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

6. DIRECTORS' INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors had interests in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or any member of the Group) which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date of which the latest published audited financial statements of the Group were made up.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

9. QUALIFICATIONS AND CONSENT OF EXPERT

The following is the qualification of the expert who has given its opinions or advices which

are contained in this circular:
Name	Qualification
Grande Capital Limited	a licensed corporation to carry out type 6 (advising on
corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, Grande Capital Limited did not have any direct or indirect interest in any asset which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2019, being the date to which the latest published audited financial statements of the Group were made up; and was not beneficially interested in the share capital of any member of the Group and had any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

Grande Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they respectively appear.

The letter and recommendation given by Grande Capital Limited is given as of the date of this circular for incorporation herein.

10. MATERIAL CONTRACTS

In the two years immediately preceding the date of this circular and up to the Latest Practicable Date, the following contracts, not being contracts entered into in the ordinary course of business, were entered into by the Company or any of its subsidiaries which are or may be material:

(a) the Subscription Agreement;
(b) the subscription agreement dated 17 January 2020 (as supplemented by its supplemental agreement dated 24 January 2020) entered into by the Company, the Subscriber and Mr. Lin Yuhao in relation to the subscription of 200,000,000 Shares at an issue price of HK$0.65 per Share; and

(c) four (4) subscription agreements dated 4 March 2019 entered into by the Company and four independent third parties (the "CB holders") pursuant to which the Company agreed to issue one-year convertible bond in the principal amount of HK$4,648,000 to each of them whereas the convertible bonds issued had the conversion price of HK$0.083 per share (adjusted from HK$0.083 to HK$1.66 per Share as a result of the capital reorganisation effective on 25 April 2019) and an interest rate of 5% per annum.

On 29 May 2019, the Company respectively issued and allotted 2,800,000 Shares to each of the CB holders (representing a total of 11,200,000 Shares).

11. GENERAL

(a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up, and up to the Latest Practicable Date.
(b) As at the Latest Practicable Date, none of the Directors was materially interested in any contract, save for service contracts, or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the date of this circular and which is significant in relation to the business of the Group.
(c) As at the Latest Practicable Date, Mr. Lin Yuhao was a sole shareholder of Sino Richest Investment Holdings Limited. Sino Richest Investment Holdings Limited had interests in the Shares which fell to be disclosed under Divisions 2 and 3 of Part XV of the SFO, details of which are set out in paragraph 3(b) above of this Appendix. Save as disclosed in this paragraph, none of the Directors or proposed Director was a director or employee of a company which had an interest in the shares and underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.
(d) The registered office of the Company is at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
(e) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

(f) The company secretary of the Company is Mr. Au Yeung Ming Yin Gordon, a member of the Hong Kong Institute of Certified Public Accountants.
(g) The ultimate beneficial shareholder and the sole director of the Subscriber is Mr. Lin Yuhao and the registered office of the Subscriber is situated at Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.
(h) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Room 1502, 15/F., Tower 1, Silvercord, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong during normal business hours (9:00 a.m. to 6:00 p.m.) from Monday to Friday (both days inclusive) from the date of this circular up to and including the date of the GM:

(a) the memorandum of association and bye-laws of the Company;
(b) the letter from the Board, the text of which is set out in this circular;
(c) the letter from the Independent Board Committee, the text of which is set out in this circular;
(d) the letter from the Independent Financial Adviser, the text of which is set out in this circular;
(e) the consent letter as referred to in the paragraph headed "9. Qualifications and Consent of Expert" in this appendix;
(f) the material contracts referred to in the paragraph headed "10. Material Contracts" in this Appendix;
(g) the annual reports of the Company for the two financial years ended 31 December 2018 and 31 December 2019 and the Interim Report; and
(h) this circular.

NOTICE OF GM

CHINA FINANCE INVESTMENT HOLDINGS LIMITED ʕ਷ږછҳ༟ණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 875)

NOTICE OF GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE GM

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 epidemic, the following measures will be implemented at the GM, including but not limited to (i) mandatory temperature checks, (ii) compulsory wearing of surgical face masks in the venue of the GM, (iii) physical distancing through seating arrangement, (iv) no corporate gifts and refreshments, (v) submission of personal information, which may be used for contact tracing, if required.

Shareholders and Shareholders' agents who intend to attend the GM on site shall abide by the relevant provisions on epidemic prevention and control at the meeting venue, cooperate with the preparation of temperature checking and take effective personal protective measures. To the extent permitted by law, participants who do not comply with the above precautions are not allowed to enter the meeting venue by the Company.

The Company would like to encourage Shareholders to exercise their rights to vote at the GM by appointing the Chairman of the GM as their proxy and to return their proxy forms by the time specified above, instead of attending the GM in person.

NOTICE IS HEREBY GIVEN that a general meeting (the "GM") of China Finance Investment Holdings Limited (the "Company") will be held at Flat EFG, 26/F., Nuode Financial Centre, No. 1006 Fuzhong 3rd Road, Futian District, Shenzhen, China on Thursday, 8 April 2021 at 11:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company. Words and expressions that are not expressly defined in this notice of GM shall bear the same meaning as that defined in the shareholder circular dated 19 March 2021 (the "Circular"):

NOTICE OF GM

ORDINARY RESOLUTION

THE SUBSCRIPTION

"THAT:

(a) the Subscription Agreement entered into between the Company and the Subscriber (a copy of the Subscription Agreement has been produced to the meeting and marked "A" and initially by the chairman of the meeting for identification purpose) and the consummation of transaction contemplated thereunder as more particularly described in the Circular and the terms and conditions set out in the Subscription Agreement be and are hereby approved, confirmed and ratified;
(b) conditional upon the Stock Exchange granting the approval for the listing of, and the permission to deal in the Subscription Shares on the Stock Exchange, any one of the Directors be and is hereby authorised to allot and issue the Subscription Shares in accordance with the terms and conditions of the Subscription Agreement; and
(c) any one of the Directors be and is hereby authorised for and on behalf of the Company to take any action and execute such other documents, instruments and agreements as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Subscription Agreement and the transaction contemplated thereunder and all other matters incidental thereto or in connection therewith."

By order of the Board

China Finance Investment Holdings Limited

Lin Yuhao

Chairman

Hong Kong, 19 March 2021

NOTICE OF GM

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the GM (i.e., at or before 11:30 a.m. on Tuesday, 6 April (Hong Kong Time)), or any adjourned meeting thereof (as the case may be).
4. The register of members of the Company will be closed from Wednesday, 31 March 2021 to Thursday, 8 April 2021 (both days inclusive) to determine the entitlement to attend and vote at the GM. During such period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the GM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on 30
March 2021.
5. Completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the GM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the GM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
As at the date of this notice, the Board comprises six Directors, including two executive

Directors, namely Ms. Diao Jing and Mr. Lin Yupa, one non-executive Director, namely Mr. Lin Yuhao and three independent non-executive Directors, namely Mr. Li Shaohua, Ms. Zhu Rouxiang and Ms. Li Yang.

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China Finance Investment Holdings Ltd. published this content on 18 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2021 10:19:06 UTC.

Market Closed - Hong Kong S.E. Other stock markets 09:08:05 31/05/2024 BST			5-day change	1st Jan Change
2.1 ^HKD	-5.83%		-5.41%	-5.83%

05-02	China Finance Investment Logs Higher 2023 Profit as Revenue Surges 44%	MT
03-28	China Finance Investment Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI

China Finance Investment Logs Higher 2023 Profit as Revenue Surges 44%	05-02	MT
China Finance Investment Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	03-28	CI
China Finance Investment Proposes Name Change	01-12	MT
China Finance Investment Names Co-CEO	01-11	MT
China Finance Investment Holdings Limited Appoints Wu Ya as Co-Chief Executive Officer	01-10	CI
China Finance Investment Arm Sells 49% Stake in Agri Products Trader	11-22	MT
China Finance Investment's H1 Attributable Profit Surges as Sales of Farm, Meat Produce Soars	01/09/23	MT
China Finance Investment Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	31/08/23	CI
China Finance Investment's Profit to Soar Up to 142% in H1	22/08/23	MT
China Finance Investment Holdings Limited Provides Consolidated Earnings Guidance for the Six Months Ended June 30, 2023	21/08/23	CI
China Finance Investment Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	31/03/23	CI
China Finance Investment Holdings Limited Announces Change of Address	03/01/23	CI
China Finance Investment Sells 91.1% Stake in Shenzhen Taihengfeng Technology	05/12/22	MT
China Finance Investment Holdings' H1 Profit Increases	29/09/22	MT
China Finance Investment Unit to Sell 91.1% Equity Interest in Shenzhen Taihengfeng for $13 Million	27/09/22	MT
China Finance Investment Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	30/08/22	CI
China Finance Investment Holdings Limited Provides Consolidated Earnings Guidance for the Six Months Ended 30 June 2022	17/08/22	CI
China Finance Investment Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2021	31/03/22	CI
China Finance Investment Forecasts Swing to Profit in 2021	29/03/22	MT
China Finance Investment Holdings Limited Provides Consolidated Earnings Guidance for the Year Ended December 31, 2021	28/03/22	CI
China Finance Investment Units Bag Procurement, Service Deals; Shares Jump 9%	21/01/22	MT
China Finance Investment Holdings Limited Announces Executive Changes	15/10/21	CI
China Finance Investment Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2021	25/08/21	CI
China Finance Investment Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2021	25/08/21	CI
China Finance Investment Holdings Limited Provides Earning Guidance for the Six Months Ended 30 June 2021	11/08/21	CI

	1st Jan change	Capi.
CHINA FINANCE INVESTMENT HOLDINGS LIMITED	-5.83%	108M
QL RESOURCES	+10.33%	3.31B
ROS AGRO PLC	-95.58%	1.81B
SLC AGRÍCOLA S.A.	-5.31%	1.52B
CHERKIZOVO GROUP	-.--%	1.24B
SHENZHEN KINGKEY SMART AGRICULTURE TIMES CO.,LTD	-7.10%	1.24B
GODREJ AGROVET LIMITED	-6.88%	1.22B
PT FAP AGRI TBK	-.--%	1.18B
DOLE PLC	+0.65%	1.16B
GENTING PLANTATIONS	+5.63%	1.13B

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