Gold Finance : Announcements and Notices -

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GOLD-FINANCE HOLDINGS LIMITED

金誠控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1462) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Gold-Finance Holdings Limited (the "Company") will be held at 2806-2807, 28/F., Champion Tower, 3 Garden Road, Central, Hong Kong on Friday, 22 September 2017 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company and the independent auditors of the Company (the "Auditors") for the year ended 31 March 2017.

2. (a) To re-elect Mr. Wong Kam Ting (黃金定) as an executive director of the Company.

3. To re-elect Mr. Niu Zhongjie (牛鍾潔) as an independent non-executive director of the Company.

4. To re-elect Mr. Chen Zhao (陳釗) as an independent non-executive director of the Company.

5. To authorize the board of directors of the Company to fix the respective directors' remuneration.

6. To re-appoint Ernst & Young as the Auditors and to authorize the board of directors of the Company to fix their remuneration.

   To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

7. "THAT:

8. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

9. the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

10. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined);

    (ii) the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company; (iii) the exercise of option under a share option scheme of the Company; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment 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, shall not exceed twenty per cent (20%) of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and

11. for the purpose of this resolution:

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

12. the conclusion of the next annual general meeting of the Company;

13. 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 to be held; and

14. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares of the Company or any class thereof (subject 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 any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).

15. "THAT:

16. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to purchase its own shares 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 recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations;

17. the aggregate nominal amount of shares of the Company which might be repurchased by the Company pursuant to the mandate in paragraph (a) above during the Relevant Period shall not exceed ten per cent (10%) of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and

18. for the purpose of this resolution:

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

19. the conclusion of the next annual general meeting of the Company;

20. 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 to be held; and

21. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meeting."

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

22. "THAT, subject to the passing of resolutions numbered 4 and 5 set out in the notice convening this meeting (the "Notice"), the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares pursuant to resolution numbered 4 set out in the Notice be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the share capital of the Company which has been purchased by the Company since the granting of such general mandate pursuant to

    resolution numbered 5 set out in the Notice, provided that such amount of shares of the Company shall not exceed ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution."

23. "THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options granted under the Refreshed Scheme Mandate Limit (as defined below), the refreshment of the existing scheme mandate limit in respect of granting of options to subscribe for shares of the Company under the share option scheme adopted by the Company on 22 September 2014 (the "Share Option Scheme") be and is hereby approved provided that:

1. the total number of Shares in respect of which options may be granted under the Share Option Scheme shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution (the "Refreshed Scheme Mandate Limit");

2. options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme) will not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit;

3. the directors of the Company be and are hereby unconditionally authorized to offer or grant options pursuant to the Share Option Scheme to subscribe for Shares up to the Refreshed Scheme Mandate Limit and to exercise all the powers of the Company to allot, issue and deal with the Shares upon the exercise of such options; and

4. such increase in the Refreshed Scheme Mandate Limit shall in no event result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company exceed 30% of the Shares in issue from time to time; and

"THAT the directors of the Company be and are hereby authorized to do all such acts, deeds and things as they shall, at their absolute discretion, deem fit in order to effect the foregoing."

By Order of the Board

Gold-Finance Holdings Limited WEI Jie

Chairman and Chief Executive Officer

Hong Kong, 24 July 2017