Infinity Financial : Change in Directors or of Important Executive Functions or Responsibilities / Non-compliance with INED Requirements or INED Failing to Meet Independence Guidelines / Non-compliance with Audit Committee Requirements / Change of Audit Committee Member / Change of Remuneration Committee Member

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1152)

RESIGNATION OF NON-EXECUTIVE DIRECTOR AND

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF NOMINATION COMMITTEE,

MEMBER OF REMUNERATION COMMITTEE, AND MEMBER OF AUDIT COMMITTEE,

AND NON-COMPLIANCE WITH RULES 3.10(1), 3.21 AND CODE

PROVISION A.5.1 OF CORPORATE GOVERNANCE CODE OF THE LISTING RULES

The Board announces that Mr. Chan Yee, Herman has resigned as non-executive Director of the Company with effect from 15 June 2017; and Mr. Wang Wei Hung Andrew has resigned as an independent non-executive Director, the chairman of the nomination committee, a member of the remuneration committee and a member of the audit committee of the Company with effect from 15 June 2017.

The board (the ''Board'') of directors (the ''Directors'') of Infinity Financial Group (Holdings) Limited (the ''Company'') announces that Mr. Chan Yee, Herman (''Mr. Chan'') has tendered his resignation as non-executive Director of the Company with effect from 15 June 2017 as he wishes to devote more time to his personal affairs.

Mr. Chan confirmed to the Company that he has no disagreement with the Board and he is not aware of any matters in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its utmost gratitude to Mr. Chan for his invaluable contributions to the Company during his tenure of services.

The Board of Directors of the Company further announces that Mr. Wang Wei Hung Andrew (''Mr. Wang'') has tendered his resignation as an independent non-executive Director, the chairman of the nomination committee, a member of the remuneration committee and a member of the audit committee of the Company with effect from 15 June 2017 as he wishes to devote more time to his personal affairs.

Mr. Wang confirmed to the Company that he has no disagreement with the Board and he is not aware of any matters in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its utmost gratitude to Mr. Wang for his invaluable contributions to the Company during his tenure of services.

Pursuant to Rule 3.10(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), every board of directors of a listed issuer must include at least three independent non-executive directors. The audit committee of a listed issuer must comprise a minimum of three members under Rule 3.21 of the Listing Rules. Upon the resignation of Mr. Chan as non-executive Director and Mr. Wang as an independent non-executive Director, the Board comprises six members with four executive Directors and two independent non-executive Directors. As a result, the number of independent non-executive Directors of the Board will be reduced to two which is below the minimum number prescribed under Rule 3.10(1) of the Listing Rules. The number of members of the audit committee of the Company will be reduced to two which is below the minimum number prescribed under Rule 3.21 of the Listing Rules. The number of members of the nomination committee of the Company will be reduced to two and the Company will fail to meet the composition requirement of the nomination committee under code provision A.5.1 of the Corporate Governance Code contained in Appendix 14 of the Listing Rules and is below minimum number prescribed under the relevant terms of references of the Company.

In order to comply with Rule 3.10(1), Rule 3.21 and code provision A.5.1 of the Corporate Governance Code of the Listing Rules, the Company is endeavoring to identify a suitable candidate to fill up the abovementioned vacancies as soon as practicable and in any event within three months from 15 June 2017, and will make further announcement(s) as and when appropriate.

By Order of the Board

Infinity Financial Group (Holdings) Limited Yu Xueming

Chairman

Hong Kong, 15 June 2017

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Yu Xueming (Chairman), Mr. Yu Chuanfu (Chief Executive Officer), Mr. Zheng Qiang and Mr. Ng Hoi, and two independent non-executive Directors, namely, Mr. Ho Man and Mr. Yeh Tung Ming.