Zuoli Kechuang Micro finance : Announcements and Notices - Voluntary Announcement - Proposed Corporate Reorganisation

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佐 力 科 創 小 額 貸 款 股 份 有 限 公 司

Zuoli Kechuang Micro-finance Company Limited*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6866)

Voluntary Announcement

Proposed Corporate Reorganisation

This announcement is made by 佐力科創小額貸款股份有限公司 (Zuoli Kechuang Micro-finance Company Limited*) (the ''Company'' and, together with its subsidiaries, the ''Group'') on a voluntary basis.

The Company would like to inform its shareholders (the ''Shareholders'') and prospective investors that in order to facilitate the Group's integration of its micro-finance business in Huzhou City, Zhejiang province of the People's Republic of China (the ''PRC'') and to better rationalize and improve its efficiency in resource deployment, achieve more flexibility in capital and financing structure and seize more business opportunities so as to drive business growth and development of the Group, at a board meeting held on 8 September 2017, the board (the ''Board'') of directors (the ''Directors'') of the Company considered and approved to implement a plan for the corporate reorganisation of the Group (the ''Corporate Reorganisation'') pursuant to which, among other things:

• the Company will transfer certain assets and liabilities together with the manpower in relation to its micro-finance business to 德清金滙小額貸款有限公司 (Deqing Jinhui Micro-finance Company

  Limited*) (''Jinhui Micro-finance''), which will become the primary platform for the Group to conduct its micro-financing business. As of the date of this announcement, Jinhui Micro-finance is a non-wholly owned subsidiary of the Company, which is owned as to approximately 96.93% by the Company;

• the assets and liabilities to be transferred from the Company to Jinhui Micro-finance may include cash and cash equivalents, loans and advances to customers, interest receivables, fixed assets as well as other related payables. Such assets and liabilities will be injected into Jinhui Micro-finance by way of capital contribution, and the equity interest held by the Company in Jinhui Micro- finance will be increased accordingly; and

• subject to the approvals by the relevant regulatory authorities of the PRC and the Shareholders, the Company will, on its entity level, cease to engage in micro-finance business and surrender its micro-finance license and consequently be transformed into a financial holding company and renamed; whereas Jinhui Micro-finance will apply for the approvals from the relevant regulatory authorities to carry on the micro-financing business under the existing business name of the Company.

The transactions under the Corporate Reorganisation (including the proposed transfer of assets and liabilities, the proposed surrender of the relevant micro-finance license and the proposed change of company names) are subject to approvals by the relevant regulatory authorities of the PRC and the Shareholders.

In order to prepare for the Corporate Reorganisation, the Company has, on 8 September 2017, made a written submission to 德清縣人民政府 (the People's Government of Deqing County*) (which will report to the higher-level 浙江省人民政府金融工作辦公室 (the Financial Work Office of the People's

Government of Zhejiang Province*) for further approval) to seek its initial consent to the restructuring of the micro-finance business of the Group, the Company's transformation into a financial holding company and a change of name of the Company. As of the date of this announcement, the Company is awaiting consent from the People's Government of Deqing County.

The Board considers that given both the Company and Jinhui Micro-finance are situated in Deqing County, Huzhou City, the Corporate Reorganisation will facilitate streamlining and integration of the Group's micro-finance business and enhance its management and resource deployment efficiency. Moreover, given that micro-finance companies are subject to a specific regulatory framework in the PRC, the Board considers that by transforming the Company (on an entity level) from a licensed micro- finance company into a general financial holding company through the Corporate Reorganisation, the Group will be able to enjoy more flexibility in exploring, identifying and seizing suitable business opportunities to enhance its growth prospects, as well as further optimizing its capital and financing structure to facilitate its business developments and enhance its market competitiveness in the long run.

As of the date of this announcement, no agreement relating to the Corporate Reorganisation has been reached or entered into by the Company or Jinhui Micro-finance. Depending on the structure of the Corporate Reorganisation as finally determined, the Corporate Reorganisation, if proceed, may or may not constitute a notifiable transaction of the Company pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The Company will comply with all relevant requirements under the Listing Rules as applicable.

The Board wishes to emphasise that there will not be a change in principal business activity of the Group upon the successful implementation and completion of the Corporate Reorganisation. The Corporate Reorganisation is still at an early planning stage and if implemented, is expected to be completed in stages. In addition, the Corporate Reorganisation involves various regulatory and Shareholders' approvals which may or may not be granted or obtained. Accordingly, the Corporate Reorganisation may or may not proceed or be completed. The Shareholders and prospective investors are therefore advised to exercise caution when dealing in the shares of the Company.

Further announcement(s) will be made to update the Shareholders and prospective investors on the progress of the Corporate Reorganisation.

By order of the Board

佐力科創小額貸款股份有限公司

Zuoli Kechuang Micro-finance Company Limited* Yu Yin

Chairman

Hong Kong, 8 September 2017

As at the date of this announcement, the executive Directors are Mr. Yu Yin, Mr. Zheng Xuegen, Mr. Yang Sheng and Mr. Hu Haifeng; the non-executive Director is Mr. Pan Zhongmin; and the independent non-executive Directors are Mr. Ho Yuk Ming, Hugo, Mr. Jin Xuejun and Ms. Huang Lianxi.

* For identification purpose only