Gome Finance Technology : Announcements and Notices - Notice of Annual General Meeting

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國美金融科技有限公司

Gome Finance Technology Co., Ltd.

(formerly known as 華銀控股有限公司 Sino Credit Holdings Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 628) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting of Gome Finance Technology Co., Ltd. (the "Company") will be held at Harbour View Room III & IV, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 23 May 2017 at 10:30 a.m. for the following purposes: AS ORDINARY BUSINESS:

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the nine months ended 31 December 2016;

2. (a) To re-elect Mr. Chung Tat Fun as an executive Director;

3. To re-elect Mr. Zhang Jun as an executive Director;

4. To re-elect Mr. Hung Ka Hai Clement as an independent non-executive Director; and

5. To authorise the board of Directors to fix the Directors' remuneration;

6. To re-appoint Ernst & Young as the auditors of the Company and to authorise the board of Directors to fix their remuneration;

   AS SPECIAL BUSINESS:

7. To consider and, if thought fit, to pass with or without modification the following as ordinary resolution:

   "THAT:

8. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

9. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which 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 (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

    (aa) 20 per cent. of the nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

    (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 5),

    and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

11. for the purposes of this resolution:

    "Relevant Period" means the period from the date of 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 bye-laws of the Company (the "Bye-laws"), the Companies Act 1981 of Bermuda as amended from time to time (the "Companies Act") or any other applicable laws of Bermuda to be held; and

14. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

15. "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

16. To consider and, if thought fit, to pass with or without modification the following as ordinary resolution:

    "THAT:

17. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be l isted and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

18. the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

19. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

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

21. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act or any other applicable laws of Bermuda to be held; and

22. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

24. To consider and, if thought fit, to pass with or without modification the following as ordinary resolution:

25. "THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."

    By order of the Board

    Gome Finance Technology Co., Ltd. Ding Donghua

    Executive Director

    Hong Kong, 19 April 2017

    Registered Office: Head office and principal place of

    Clarendon House business in Hong Kong:

    2 Church Street Suite 2912, 29th Floor

    Hamilton HM 11 Two International Finance Centre

    Bermuda 8 Finance Street, Central

    Hong Kong

    As at the date of this announcement, the Company's executive Directors are Mr. Ding Donghua, Mr. Zhang Jun and Mr. Chung Tat Fun; the non-executive Director is Ms. Wei Qiuli; and the independent non-executive Directors are Mr. Zhang Liqing, Mr. Li Liangwen and Mr. Hung Ka Hai Clement.

    Notes:

26. A member of the Company entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the annual general meeting. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

27. In order to be valid, the form of proxy must be deposited together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof (as the case may be) should he so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

28. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

29. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Wednesday, 17 May 2017 to Tuesday, 23 May 2017, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 16 May 2017.

30. 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 shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

31. Save for resolutions approving the procedural and administrative matters, any voting of the meeting should be taken by poll.

32. If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 7:30 a.m. on the date of the meeting, then the meeting will be postponed. The Company will post an announcement on the website of the Company at (www. gomejr.com) and HKExnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.

The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.