China Huirong Financial : PROPOSED RE-ELECTION OF DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 2019-04-17

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Huirong Financial Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA HUIRONG FINANCIAL HOLDINGS LIMITED

中 國 匯 融 金 融 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1290)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Huirong Financial Holdings Limited to be held at VIP Hall, Huaqiang Plaza Hotel Shenzhen, No. 1019 North Huaqiang Road, Shenzhen, PRC on Tuesday, 28 May 2019 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Sunday, 26 May 2019) or any adjournment thereof (as the case may be). Please note that 25 and 26 May 2019 are not working days in Computershare Hong Kong Investor Services Limited and its offices will not be opened on these days for physical delivery of the form of proxy. To be effective, all forms of proxy must be lodged with Computershare Hong Kong Investor Services Limited before the deadline. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cnhuirong.com).

18 April 2019

References to time and dates in this circular are to Hong Kong time and dates.

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Details of the Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II - Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . . . . .		13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

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DEFINITIONS

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

''Annual General Meeting''	The annual general meeting of the Company to be held at VIP
	Hall, Huaqiang Plaza Hotel Shenzhen, No. 1019 North
	Huaqiang Road, Shenzhen, PRC on Tuesday, 28 May 2019 at
	10:00 a.m. or any adjournment thereof for the purpose of
	considering and, if thought fit, passing the resolutions as set
	out in the notice convening the annual general meeting on
	pages 16 to 19 of this circular
''Articles of Association''	the articles of association of the Company currently in force
''Board''	the board of Directors of the Company
''Company''	China Huirong Financial Holdings Limited 中國匯融金融控股
	有限公司, a company incorporated in the Cayman Islands with
	limited liability and the Shares of which are listed on the main
	board of the Stock Exchange
''Director(s)''	the director(s) of the Company
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issuance Mandate''	the general mandate proposed to be granted to the Directors to
	allot, issue or deal with additional Shares of not exceeding
	20% of the total number of issued Shares of the Company as
	at the date of passing of the ordinary resolution No. 10
	contained in the notice of Annual General Meeting
''Latest Practicable Date''	12 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
''PRC''	the People's Republic of China
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong

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DEFINITIONS

''Share(s)''	ordinary share(s) of HK$0.01 each in the issued share capital
	of the Company or if there has been a subsequent subdivision,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company
''Share Buy-back Mandate''	the general mandate proposed to be granted to the Directors to
	buy back Shares on the Stock Exchange of not exceeding 10%
	of the total number of issued Shares of the Company as at the
	date of passing of the ordinary resolution No. 9 contained in
	the notice of Annual General Meeting
''Shareholder(s)''	holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Codes''	the Codes on Takeovers and Mergers and Share Buy-backs
	published by the Securities and Futures Commission as
	amended from time to time
''Wuzhong Group''	Jiangsu Wuzhong Group Co. Limited* (江蘇吳中集團有限
	公司)

*For identification purpose only

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LETTER FROM THE BOARD

CHINA HUIRONG FINANCIAL HOLDINGS LIMITED

中 國 匯 融 金 融 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

	(Stock code: 1290)
Executive Directors:	Registered Office:
Wu Min	Cricket Square, Hutchins Drive
Zhang Changsong	P.O. Box 2681
	Grand Cayman KY1-1111
Non-executive Directors:	Cayman Islands
Zhuo You
Zhang Cheng	Principal Place of Business and
Zhang Shu	Head Office in the PRC:
Ling Xiaoming	22/F, 345 Baodai East Road,
	Suzhou, Jiangsu Province, PRC
Independent Non-executive Directors:
Zhang Huaqiao	Principal Place of Business in Hong Kong:
Feng Ke	23/F, No. 238 Des Voeux Road Central
Tse Yat Hong	Hong Kong
	Hong Kong, 18 April 2019
To the Shareholders:
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

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