China Success Finance : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Success Finance Group Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or 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 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 Success Finance Group Holdings Limited

中國金融發展（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3623)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Success Finance Group Holdings Limited to be held on the 17th Floor, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on 27 May 2021 at 11:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend such meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting 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 such meeting or any adjourned meeting thereof (as the case may be) should you so wish.

22 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . .	5
Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - EXPLANATORY STATEMENT
ON THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - PARTICULARS OF THE RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION AT THE AGM . . . . . . . . . . . . . . . . .	12
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held on the 17th Floor,
	Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on
	27 May 2021 at 11:00 a.m., the notice of which is set out on pages 15 to
	19 of this circular, or any adjourned meeting thereof;
"Articles of Association"	the articles of association of the Company as amended, supplemented or
	modified from time to time;
"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Board"	board of Directors;
"Companies Law"	the Companies Law (as revised) of the Cayman Islands, as amended,
	supplemented or otherwise modified from time to time;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as
	amended, supplemented or otherwise modified from time to time;
"Company"	China Success Finance Group Holdings Limited, an exempted company
	incorporated in the Cayman Islands with limited liability and the Shares
	of which are listed on the main board of the Stock Exchange (stock code:
	3623);
"Controlling Shareholders"	has the meaning ascribed thereto under the Listing Rules, and in the
	context of our Company, means Mr. Zhang Tiewei, Mr. Xu Kaiying, Mr.
	Pang Haoquan, Mr. Chen Guoxian, Expert Depot Limited, Bliss Success
	Investments Limited, Novel Heritage Limited and Insider Solution
	Limited;
"Director(s)"	director(s) of the Company;
"Extension Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to the effect that any Shares repurchased under the Repurchase
	Mandate will be added to the total number of Shares which may be
	allotted and issued under the Issue Mandate;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China;

- 1 -

	DEFINITIONS
"Issue Mandate"	a general mandate proposed to be granted to the Directors at the AGM
	to allot, issue and deal with Shares of up to 20% of the total number
	of Shares in issue as at the date of passing of the relevant resolution
	granting such mandate;
"Latest Practicable Date"	16 April 2021, being the latest practicable date prior to the printing of
	this circular for the purpose of ascertaining certain information in this
	circular;
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited;
"Mr. Li"	Mr. Li Bin, an executive Director;
"Mr. He"	Mr. He Darong, a non-executive Director;
"Mr. Tsang"	Mr. Tsang Hung Kei, an independent non-executive Director;
"PRC" or "China"	the People's Republic of China which, for the purposes of this circular
	only, excludes Hong Kong, the Macau Special Administrative Region
	and Taiwan;
"Retiring Directors"	the Directors retiring at the AGM and, who being eligible, are offering
	themselves for re-election at the AGM, in accordance with the Articles
	of Association;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the Company;
"Shareholder(s)"	the holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"subsidiary(ies)"	has the meaning ascribed thereto under the Companies Ordinance;
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules;
"Success Guarantee"	廣東集成融資擔保有限公司 (Guangdong Success Finance Guarantee
	Company Limited*), a limited liability company established under the
	laws of the PRC on 26 December 1996;

- 2 -

	DEFINITIONS
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs issued by the
	Securities and Futures Commission in Hong Kong; and
"%"	per cent.

• In this circular, the English names of the PRC entities are translation of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

- 3 -

LETTER FROM THE BOARD

China Success Finance Group Holdings Limited

中國金融發展（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

	(Stock Code: 3623)
Executive Directors:	Registered office in Cayman Islands:
Mr. Zhang Tiewei (Chairman)	Fourth Floor, One Capital Place
Mr. Li Bin (Chief Executive Officer)	P.O. Box 847, Grand Cayman
Ms. Dai Jing	KY 1-1103
Mr. Xu Kaiying	Cayman Islands
Mr. Pang Haoquan
	Headquarters:
Non-Executive Director:	West Wing, 21st Floor, Guangfa Building
Mr. He Darong	No. 29 Jihua 5th Road, Chancheng District
	Foshan City, Guangdong Province
Independent Non-Executive Directors:
Mr. Tsang Hung Kei	Principal place of business in Hong Kong
Mr. Au Tien Chee Arthur	604 6th Floor
Mr. Xu Yan	Tesbury Centre
Mr. Zhou Xiaojiang	28 Queen's Road East,
	Wanchai
	Hong Kong
	22 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Company will propose resolutions at the AGM to, inter alia, (a) grant to the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors at the last annual general meeting of the Company held on 21 May 2020; and (b) re-elect the Retiring Directors.

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information on the resolutions to be proposed at the AGM for granting the general mandates to Directors to allot, issue, deal with and repurchase Shares, and the re-election of the Retiring Directors, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, approve such matters.

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the last annual general meeting of the Company held on 21 May 2020, the Directors were granted (a) a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue on the date of passing of the relevant ordinary resolution; (b) a general and unconditional mandate to repurchase Shares not exceeding 10% of the total number of Shares in issue on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an additional number representing such number of Shares repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the total number of Shares in issue as at the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing of such resolution; and
3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The full texts of above resolutions are set out in resolutions numbered 4 to 6 as set out in the notice of the AGM contained in pages 15 to 19 of this circular.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the mandate given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Zhang Tiewei, Mr. Li, Ms. Dai Jing, Mr. Xu Kaiying and Mr. Pang Haoquan; the non-executive Director is Mr. He; and the independent non-executive Directors are Mr. Tsang, Mr. Au Tien Chee Arthur, Mr. Xu Yan and Mr. Zhou Xiaojiang.

In accordance with Article 108 of the Articles of Association, Mr. Li (executive Director), Mr. He (non-executive Director) and Mr. Tsang (independent non-executive Director) shall retire from office at the AGM by rotation and shall be eligible for re-election at the AGM.

Particulars of each of the Retiring Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

AGM

A notice of the AGM is set out on pages 15 to 19 of this circular.

At the AGM, resolutions will be proposed to the Shareholders in respect of the matters to be considered at the AGM, including the re-election of the Retiring Directors the proposed grant of the Issue Mandate and the Repurchase Mandate and the Extension Mandate.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles of Association, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions set out in the notice of the AGM including

1. the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (b) the re-election of the Retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

ADDITIONAL INFORMATION

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

China Success Finance Group Holdings Limited

Zhang Tiewei

Chairman and Executive Director

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was 800,000,000 Shares, of which a total of 543,013,624 Shares were issued and fully paid.

The Repurchase Mandate will enable the Directors to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 54,301,362 Shares.

The Repurchase Mandate, unless revoked or varied by way of an ordinary resolution of the Shareholders in general meeting, will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the mandate given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

FUNDING OF REPURCHASE

Repurchases must be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the Companies Law.

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM.

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

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code.

Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code. As at the Latest Practicable Date and insofar the Directors are aware of, the Controlling Shareholders owned 253,786,000 Shares, representing approximately 46.74% of the issued share capital of the Company.

In the event that the Repurchase Mandate was exercised in full, the interest of the Controlling Shareholders in the Company will be increased to approximately 51.93%.

In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in such mandatory offer obligation arising.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

No Shares have been repurchased by the Company, whether from the Stock Exchange or otherwise, prior to the Latest Practicable Date.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

SHARE PRICES

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

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	0.79	0.65
May	0.93	0.79
June	1.05	0.90
July	1.04	1.00
August	1.26	1.01
September	1.29	1.00
October	1.22	1.10
November	1.15	1.01
December	1.08	1.00
2021
January	1.08	1.01
February	1.09	1.00
March	1.07	1.01
April (up to the Latest Practicable Date)	1.02	0.99

Source: quoted prices from the Stock Exchange's website (www.hkex.com.hk)

- 11 -

APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE AGM

The particulars of Directors who are subject to re-election at the AGM and which are required to be disclosed under the Listing Rules are set out below:

Mr. Li Bin

Mr. LI Bin, aged 48, was the executive director and the chief executive officer of our Group. Mr. Li joined our Group in 2006 as an assistant to the general manager of Success Guarantee and manager of the post guarantee management department. He was promoted to general manager of Success Guarantee in 2009 and was appointed as the executive director and the chief executive officer of the Group on 18 October 2013. Mr. Li resigned as the chief executive officer of our Company with effect from 15 September 2014 in order to focus his time and effort on the development of the guarantee business of the Company and continue to serve as an executive director of our Company. Mr. Li was appointed as the chief operating officer of our Group on 31 August 2015 and is responsible for overseeing our Group's operations and internal management system. He was appointed as the vice chairman of Success Guarantee in 2016. He resigned from the chief operating officer of the Group and was appointed as the chief executive officer of the Group on 18 May 2018, and he will continue to serve as an executive director.

Prior to joining our Group, Mr. Li had worked at the Foshan branch of Bank of China from 1993 to 2005 and was responsible for sales and marketing activities in the bank and specialising in the provision of loans and credits which are relevant to the business of our Group. His last position in the bank was assistant manager of the sales department. Mr. Li obtained a master of business administration degree from Jinan University in Guangdong, the PRC in June 2007.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Li has interest in 1,400,000 share options, representing approximately 0.26% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Li has entered into an appointment letter with the Company for a term of three years from 31 November 2019 and he is subject to retirement from office and re-election and departure from office at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Li is entitled to obtain HK$2,400,000 per annum for his appointment as an executive director, and such amount shall be determined by the Board based on the recommendations of the remuneration committee of the Company. Mr. Li did not hold any directorship in any other listed company in the past three years prior to the Latest Practicable Date. There is no information relating to Mr. Li that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

- 12 -

APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE AGM

Mr. He Darong

Mr. HE Darong, aged 61, was appointed as our non-executive director on 18 October 2013. Mr. He invested in our Group as a shareholder of Success Guarantee in July 2010. Mr. He also owns 9.09% equity interests in Foshan Chancheng Success Micro Credit Co., Ltd..

Mr. He is the vice chairman of Foshan Lecong Real Estate Square Company Limited. Mr. He is currently the general manager of Foshan Tiefeng Industrial Investment Company Limited, and Foshan Shunde Shihai Industrial Investment Company Limited. Mr. He obtained a master degree in business administration from the Tsinghua University in 1998.

Mr. He was an NPC deputy of Lecong Town, Shunde District, Foshan City in 2015. He was a member of the 10th Shunde Committee of the Chinese People's Political Consultative Conference and is the vice president of The Steel and Iron Trade Association of Lecong Shunde District Foshan City.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. He holds 45,000,000 shares, representing approximately 8.29% of the issued share capital of the Company as at the Latest Practicable Date. Mr. He has entered into an appointment letter with the Company for a term of three years from 31 November 2019 and he is subject to retirement from office and re-election and departure from office at the annual general meeting of the Company in accordance with the Articles of Association. Mr. He is entitled to obtain HK$240,000 per annum for his appointment as a non-executive director, and such amount shall be determined by the Board based on the recommendations of the remuneration committee of the Company. Mr. He did not hold any directorship in any other listed company in the past three years prior to the Latest Practicable Date. There is no information relating to Mr. He that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

- 13 -

APPENDIX II PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE‑ELECTION AT THE AGM

Mr. Tsang Hung Kei

Mr. TSANG Hung Kei, aged 50, was appointed as our independent non-executive director on 18 October 2013. Mr. Tsang has more than 25 years of experience in financial management and reporting and corporate governance. He is a Fellow of the Association of Chartered Certified Accountants, a Fellow of the Hong Kong Institute of Certified Public Accountants and a Fellow of the Institute of Chartered Accountants in England and Wales. He had years of working experience in an international accounting firm and is currently the chief financial officer of Pak Fah Yeow International Limited, a company listed on the main board of The Stock Exchange of Hong Kong Limited (the "Main Board"), and an executive director of its major subsidiaries. He is also an independent non-executive director of Ground International Development Limited and Palace Banquet Holdings Limited, the issued shares of which are listed on the Main Board. Mr. Tsang holds a bachelor degree in computer science and accounting at the University of Manchester, United Kingdom.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. TSANG holds 400,000 share options, representing approximately 0.07% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Tsang has entered into an appointment letter with the Company for a term of three years from 31 November 2019 and he is subject to retirement from office and re-election and departure from office at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Tsang is entitled to obtain HK$240,000 per annum for his appointment as an independent non-executive director, and such amount shall be determined by the Board based on the recommendations of the remuneration committee of the Company.

Mr. Tsang is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders.

Mr. Tsang did not hold any directorship in any other listed company in the past three years prior to the Latest Practicable Date. There is no information relating to Mr. Tsang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

- 14 -

NOTICE OF AGM

China Success Finance Group Holdings Limited

中國金融發展（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3623)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Success Finance Group Holdings Limited (the "Company") will be held on the 17th Floor, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on 27 May 2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements together with the directors' report and the independent auditor's report of the Company and its subsidiaries for the financial year ended 31 December 2020.
2. (a) To re-elect the following retiring directors of the Company:
3. 1. 1. Mr. Li Bin;
      2. Mr.He Darong; and
      3. Mr. Tsang Hung Kei.
   2. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors mentioned in paragraph 2(a) above; and
4. To re-appoint KPMG as auditor of the Company and to authorise the Board to fix their remuneration.

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NOTICE OF AGM

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

4. "THAT:

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares in the capital of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
3. the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company in force from time to time; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company at the date of the passing of this resolution and the said approval shall be limited accordingly; and
4. for the purpose of this resolution,

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; or

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NOTICE OF AGM

1. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution; and

"Rights Issue" means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

5. "THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of the shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly;
3. subject to the passing of each of paragraph (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which has been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
4. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company; or

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NOTICE OF AGM

1. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; or
2. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution."

6. "THAT conditional upon the ordinary resolutions set out in paragraphs 4 and 5 of the notice convening this meeting being passed, the general mandate granted to the directors of the Company to allot, issue and deal in any unissued shares pursuant to the ordinary resolution set out in paragraph 4 of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution set out in paragraph 5 of the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total number of the shares of the Company at the date of the passing of this resolution."

	By order of the Board
	China Success Finance Group Holdings Limited
	Zhang Tiewei
	Chairman and Executive Director
Hong Kong, 22 April 2021
Principal place of business:	Registered office:
604, 6th, Floor	Fourth Floor, One Capital Place
Tesbury Centre	P.O. Box 847, Grand Cayman
28 Queen's Road East, Wanchai	KY1-1103
Hong Kong	Cayman Islands

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NOTICE OF AGM

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a member of the Company.
2. All resolutions at the annual general meeting will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
3. Where there are joint registered holders of any share of the Company, any one such person may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
5. With regard to ordinary resolutions set out in paragraphs 2 and 4 to 6 of this notice, a circular giving details of the re-electing of directors and general mandates to issue and to repurchase shares will be despatched to shareholders. The biographical details of the retiring directors who are subject to re-election at the meeting are set out in Appendix II to the circular.
6. The register of members of the Company will be closed from 24 May 2021 to 27 May 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered and no shares will be allotted and issued on the exercise of the subscription rights attaching to the outstanding share options granted by the Company. In order to qualify for attending the meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on 21 May 2021.
7. As at the date of this notice, the Board comprises (i) five executive Directors, namely, Mr. Zhang Tiewei, Mr. Li Bin, Ms. Dai Jing, Mr. Xu Kaiying and Mr. Pang Haoquan (ii) one non-executive Director, namely, Mr. He Darong, and (iii) four independent non-executive Directors, namely, Mr. Tsang Hung Kei, Mr. Au Tien Chee Arthur, Mr. Xu Yan and Mr. Zhou Xiaojiang.

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