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

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 AND 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 the meeting room of the Company, 22/F, Cultural and Creative Building, No. 345 Baodai East Road, Suzhou, Jiangsu Province, PRC on Friday, 28 May 2021 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 Wednesday, 26 May 2021) or any adjournment thereof (as the case may be). 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).

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

27 April 2021

CONTENTS

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DEFINITIONS

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

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DEFINITIONS

• 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)

PROPOSED RE-ELECTION AND 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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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS

In accordance with Articles 83(2) and 85 of the Articles of Association, subject to the Articles of Association and the Companies Law of the Cayman Islands, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an additional member to the existing Board. No person other than a Director retiring at the general meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the general meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the registration office.

According to Articles 84(1) and (2) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at the annual general meeting at least once every three years. Any Directors so to retire shall be those of the Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In accordance with the Articles of Association and in the opinion of the Board, Mr. Wu Min, Mr. Ling Xiaoming and Mr. Zhang Huaqiao will retire as Directors at the Annual General Meeting. Mr. Zhang Huaqiao confirmed that he will not offer himself for re-election as an independent non- executive Director at the Annual General Meeting due to other business engagements which require more of his dedication. Mr. Zhang Huaqiao has confirmed that he has no disagreement with the Board and that there is no matter relating to his retirement that needs to be brought to the attention of the Shareholders. Apart from this, Mr. Wu Min and Mr. Ling Xiaoming, being eligible, will offer themselves for re-election at the Annual General Meeting.

As recommended by the nomination committee of the Company (the ''Nomination Committee''), the Board has nominated Mr. Liang Jianhong as candidate for election as an independent non-executive Director of the Company in replacement of Mr. Zhang Huaqiao. Mr. Liang Jianhong has given written notice to the Company indicating that he is willing to accept the nomination and election.

Therefore, the Board proposed to present resolution at the Annual General Meeting to elect Mr. Liang Jianhong as an independent non-executive Director of the Company with effect from the date of passing of this resolution. Besides, the Board proposed to appoint Mr. Liang Jianhong as chairman of the remuneration committee and member of the nomination committee of the Company with effect from the date of the approval of the Annual General Meeting as an independent non- executive Director.

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LETTER FROM THE BOARD

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors and election of the independent non-executive Director. The Company considers that the independent non-executive Director to be elected is independent in accordance with the independence guidelines set out in the Listing Rules and will bring valuable business experience, knowledge and professionalism to the Board for its operational efficiency and diversity.

Details of the Directors who are proposed for re-election and director to be elected at the Annual General Meeting are set out in Appendix I and Appendix II to this circular, respectively.

3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 28 May 2020, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. Therefore, in order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of Share Buy-back Mandate 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. 7 contained in the notice of the Annual General Meeting (i.e. 108,777,100 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix III to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 May 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. Therefore, in order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of Issuance Mandate 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. 8 contained in the notice of Annual General Meeting (i.e. 217,554,200 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the aggregate number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting to be held at the meeting room of the Company, 22/F, Cultural and Creative Building, No. 345 Baodai East Road, Suzhou, Jiangsu Province, PRC on Friday, 28 May 2021 at 10:00 a.m. is set out on pages 15 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the re-election and election of Directors, granting of the Share Buy-back Mandate and the Issuance Mandate and the extension of the Issuance Mandate.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cnhuirong.com). To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at 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 Wednesday, 26 May 2021) or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

6. RECOMMENDATION

The Directors consider that the proposed re-election and election of Directors, granting of the Share Buy-back Mandate and the Issuance Mandate and the extension of the Issuance Mandate are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By Order of the Board

China Huirong Financial Holdings Limited

Wu Min

Chairman of the Board

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The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

1. Mr. Wu Min (''Mr. Wu'')
   Position and Experience

Mr. Wu Min (吳敏), aged 52, is the chairman and the chief executive officer of the Company and was appointed as an executive Director of the Company on 17 May 2012. Mr. Wu is responsible for convening and presiding over the board meetings regularly and making decisions for the key issues of the Company, such as determining the Company's macroscopic development direction, researching into relevant national policies and avoiding the systemic risks in our industry, the day-to-dayoperations and the strategic development of the Company. Upon joining the Group in 26 January 2011, Mr. Wu has been the General Manager of the PRC Operating Entity. He possesses approximately 30 years of experience in commercial banking, finance and management. Mr. Wu worked in various positions in the Suzhou branch of the Industrial and Commercial Bank of China from 1985 to 2011, including being the President and Secretary of the Committee of Communist Party of China of the Wuzhong branch between 2005 and 2011. Mr. Wu graduated from Jiangsu Radio and TV University (江蘇廣播電視大學), majoring in finance, in July 1994; from the Party School of the Central Committee of Communist Party of China Correspondence Institute (中共中央黨校函授學院), majoring in executive management, in December 2001 and from the School of Business of Soochow University (蘇州大學商學院) in October 2003, where he completed a postgraduate course in finance and from China Europe International Business School in November 2017, where he completed an EMBA degree. In November 2000, Mr. Wu obtained the Intermediate Economist qualification (中級經濟師任職資格) issued by the Ministry of Personnel of the PRC (中國人事部).

Mr. Wu did not hold any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

Mr. Wu entered into a service contract with the Company on 28 May 2018 for a term of three years, unless terminated by not less than two calendar months' notice in writing served by either party on the other. He is also subject to retirement by rotation and be eligible for reelection at the annual general meeting in accordance with the Articles of Association. If Mr. Wu is re-elected at the Annual General Meeting, the Company intends to enter into a new service contract with Mr. Wu for a term of three years with the same terms.

Relationships

As far as the Directors are aware, Mr. Wu does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wu was interested in the following shares or underlying shares or registered capital of the Company and its associated corporations within the meaning of Part XV of the SFO:

1. 1,840,000 shares of the Company (representing 0.17% of the issued share capital of the Company) were held by Mr. Wu personally.
2. 1,965,000 share options of the Company (attaching rights to subscribe for 1,965,000 shares of the Company, representing 0.18% of the issued share capital of the Company) were held by Mr. Wu personally.

Save as disclosed above, Mr. Wu was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Director's Emoluments

According to the service contract entered between the Company and Mr. Wu, the basic emolument for Mr. Wu is RMB764,400 per annum. The Director's emoluments are recommended by the remuneration committee of the Company with reference to salaries paid by comparable companies, his time commitment and responsibilities, the performance of the Group, and determined based on the remuneration and compensation packages of the Directors and senior management of the Company.

Other Information and Matters that Need to Be Disclosed and Brought to the Attention of the Shareholders

There is no other information which is discloseable nor is Mr. Wu involved in any other matters required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Wu that need to be brought to the attention of the Shareholders.

1. Mr. Ling Xiaoming (''Mr. Ling'')
   Position and Experience

Mr. Ling Xiaoming (凌曉明), aged 48, was appointed as a non-executive Director of the Company on 28 May 2018. Mr. Ling has over 20 years of experience in the legal profession. Mr. Ling has been the chief risk officer of Wuzhong Group since February 2018. He served as a general manager of the legal department of Wuzhong Group from May 2016 to February 2018. Mr. Ling worked in the judiciary system of the Jiangsu Province for approximately 20 years and held various positions such as judge and presiding judge of different courts from August 1995 to April 2016. Mr. Ling received the Bachelor of Law from East China

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University of Political Science and Law (華東政法大學), formerly known as East China University of Politics and Law (華東政法學院), in 1995, and the Master of Law from Jilin University (吉林大學) in 2007. Mr. Ling qualified as a lawyer in the People's Republic of China in 2017.

Mr. Ling did not hold any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

Mr. Ling entered into a letter of appointment with the Company on 28 May 2019 for a term of three years, unless terminated by not less than two calendar months' notice in writing served by either party on the other. He is also subject to retirement by rotation and be eligible for re-election at the annual general meeting in accordance with the Articles of Association. If Mr. Ling is re-elected at the Annual General Meeting, the Company intends to enter into a new letter of appointment with Mr. Ling for a term of three years with the same terms.

Relationships

As far as the Directors are aware, Mr. Ling does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

Mr. Ling was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Director's Emoluments

Mr. Ling will not receive any emolument from the Company in his capacity as a Director.

Other Information and Matters that Need to be Disclosed and Brought to the Attention of the Shareholders

There is no other information which is discloseable nor is Mr. Ling involved in any other matters required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Ling that need to be brought to the attention of the Shareholders.

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The following are details of the director proposed to be elected at the Annual General Meeting.

Mr. Liang Jianhong (''Mr. Liang'')

Position and Experience

Mr. Liang Jianhong (梁劍虹), aged 44. Mr. Liang obtained the bachelor's degree in Engineering from Zhejiang University in June 1997 and the master's degree in Economics from East China Normal University in Shanghai in June 2001. Mr. Liang was employed at the investment banking department of BOCI Securities Limited from July 2001 to August 2004, and worked in the investment banking department of UBS AG Hong Kong Branch from August 2004 to April 2006. From April 2006 to March 2013, Mr. Liang served as an executive director in the China investment banking department of J.P. Morgan Securities (Asia Pacific) Limited. From January 2014 to April 2019, Mr. Liang worked at China Securities (International) Finance Holding Company Limited, successively serving as the co-head of the investment banking department and a director of China Securities (International) Corporate Finance Company Limited. In April 2019, Mr. Liang founded Future Finance Limited (未來金融有限公司) and has served as its chief operating officer since.

Mr. Liang did not hold any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of Service

If Mr. Liang would be elected as an independent non-executive Director at the forthcoming Annual General Meeting, the Company will enter into a letter of appointment with him for a term of three years which may be terminated by not less than two calendar months' notice in writing served by either party on the other. He would be subject to retirement by rotation and be eligible for re-election at the annual general meeting in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Liang does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

Mr. Liang was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

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Director's Emoluments

The basic emolument for Mr. Liang is HK$330,000 per annum. The Director's emoluments are recommended by the remuneration committee of the Company with reference to salaries paid by comparable companies, his time commitment and responsibilities, the performance of the Group, and determined based on the remuneration and compensation packages of the Directors and senior management of the Company.

Other Information and Matters that Need to Be Disclosed and Brought to the Attention of the Shareholders

There is no other information which is discloseable nor is Mr. Liang involved in any other matters required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Liang that need to be brought to the attention of the Shareholders.

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The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,087,771,000 Shares.

Subject to the passing of the ordinary resolution No. 7 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 1,087,771,000 Shares, the Directors would be authorised under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, an aggregate of up to 108,777,100 Shares, representing 10% of the aggregate number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that granting of the Share Buy-back Mandate is in the best interests of the Company and its Shareholders.

Shares buy-back may, depending on the 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 a buy-back will benefit the Company and its Shareholders.

3. FUNDING OF SHARE BUY-BACK

The Company may only apply funds legally available for share buy-back in accordance with its memorandum and articles of association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE BUY-BACK

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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5. PRICES OF SHARES

The highest and lowest prices per Share at which Shares were traded on the Stock Exchange during each of the past twelve months are as follows:

6. GENERAL

None of the Directors and, to the best of their knowledge having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

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7. TAKEOVERS CODES

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Zhu Tianxiao (''Mr. Zhu''), the controlling shareholder (as defined in the Listing Rules) of the Company, was interested in 325,000,000 Shares (which are held through Xilai Investment Co., Ltd and Xiaolai Investment Co., Ltd, being two companies beneficially owned by Mr. Zhu), representing approximately 29.88% of the issued shares of the Company. In the event that the Directors exercise the power to buy back Shares under the proposed Share Buy-back Mandate in full, the total shareholdings of Mr. Zhu would be increased to approximately 33.20% of the issued shares of the Company, thus giving rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Codes.

The Directors do not consider such increase would reduce the issued share capital in the public to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange).

The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARES BUY-BACK MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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)

Notice is hereby given that the annual general meeting of China Huirong Financial Holdings Limited (the ''Company'') will be held at 10:00 a.m. on Friday, 28 May 2021 at the meeting room of the Company, 22/F, Cultural and Creative Building, No. 345 Baodai East Road, Suzhou, Jiangsu Province, PRC for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
2. To re-elect Mr. Wu Min as an executive director of the Company.
3. To re-elect Mr. Ling Xiaoming as a non-executive director of the Company.
4. To elect Mr. Liang Jianhong as an independent non-executive director of the Company with effect from the date of passing of this resolution.
5. To authorise the board of directors of the Company to fix the respective directors' remuneration.
6. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   ''THAT:
8. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the 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 defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations;

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NOTICE OF ANNUAL GENERAL MEETING

1. the total number of shares which may be bought back by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
2. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
3. 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 other applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.''

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph
2. 1. below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers under all applicable laws, rules and regulations during or after the Relevant Period (as defined below);
3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph
4. 1. above, otherwise than pursuant to:
   1. a Rights Issue (as defined below);
   2. the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares of the Company;
   3. the exercise of options under a share option scheme of the Company; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 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 other applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

''Right Issue'' means an offer of shares open for a period fixed by the directors 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 or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).''

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT conditional upon the passing of resolutions No. 7 and 8 contained in the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution No. 8 as contained in the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares bought back by the Company pursuant to the mandate referred to in the resolution No. 7 as contained in the Notice, provided that such amount shall not exceed 10% of the

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NOTICE OF ANNUAL GENERAL MEETING

aggregate number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).''

By Order of the Board

China Huirong Financial Holdings Limited

Wu Min

Chairman of the Board

Hong Kong, 27 April 2021

Notes:

1. All resolutions at the annual general meeting (the ''Meeting'') (except those relate purely to the procedural or administrative matters, which should be taken by a show of hands as the chairman of the Meeting may decide, in good faith) will be taken by a poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend the Meeting and vote on a poll on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at 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 not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Wednesday, 26 May 2021) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Monday, 24 May 2021.
5. References to time and dates in this notice are to Hong Kong time and dates.

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