Zuoli Kechuang Micro finance : CIRCULAR OF 2020 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 佐力科創小額貸款股份有限公司 (Zuoli Kechuang Micro-finance Company Limited*), you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the 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.

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)

REPORT OF THE DIRECTORS FOR THE YEAR 2020,

REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020,

ANNUAL REPORT FOR THE YEAR 2020,

THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020,

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020,

EXTERNAL AUDITOR'S FEES FOR THE YEAR 2020,

RE-APPOINTMENT OF THE COMPANY'S EXTERNAL AUDITOR,

BANK CREDIT APPLICATIONS,

PURCHASE OF WEALTH MANAGEMENT PRODUCTS

WITH TEMPORARY IDLE PROCEEDS,

THE GRANTS OF EXTERNAL GUARANTEES,

GENERAL MANDATE TO ISSUE SHARES,

ISSUE OF DEBT FINANCING INSTRUMENTS,

PROPOSED REVISION OF SCOPE OF BUSINESS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF AGM

A notice of convening the AGM of the Company to be held at Conference Room, 3rd Floor, Zuoli Building, No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province, the PRC at 10:00 a.m. on Tuesday, 29 June 2021 is set out on pages 15 to 21 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Shares registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Company's registered office in the PRC at No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province, the PRC (in respect of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

• For identification purpose only

28 April 2021

CONTENTS

- i -

DEFINITIONS

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

• For identification purpose only

- 1 -

DEFINITIONS

DEFINITIONS

For the purpose of this circular, conversion of RMB into HK$ is based on the exchange rate of RMB1.00 to HK$1.20. The exchange rate has been used, where applicable, for the purposes of illustration only and do not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all.

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LETTER FROM THE BOARD

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)

REPORT OF THE DIRECTORS FOR THE YEAR 2020,

REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020,

ANNUAL REPORT FOR THE YEAR 2020,

THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020,

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020,

EXTERNAL AUDITOR'S FEES FOR THE YEAR 2020,

RE-APPOINTMENT OF THE COMPANY'S EXTERNAL AUDITOR,

BANK CREDIT APPLICATIONS,

PURCHASE OF WEALTH MANAGEMENT PRODUCTS

WITH TEMPORARY IDLE PROCEEDS,

THE GRANTS OF EXTERNAL GUARANTEES,

GENERAL MANDATE TO ISSUE SHARES,

ISSUE OF DEBT FINANCING INSTRUMENTS,

PROPOSED REVISION OF SCOPE OF BUSINESS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF AGM

• For identification purpose only

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the Notice and provide you with relevant information to enable you to make informed decision on whether to vote for or against the resolutions (among others) to be proposed at the AGM for the following issues, to be approved by way of ordinary resolutions or special resolutions:

ORDINARY RESOLUTIONS

1. 1. Report of the Directors for the year 2020;
   2. Report of the board of Supervisors for the year 2020;
   3. Annual report for the year 2020;
   4. The Company's audited financial statements for the year 2020;
   5. Profit distribution plan for the year 2020;
   6. External auditor's fees for the year 2020;
   7. Re-appointmentof KPMG as the Company's external auditor;
   8. Bank credit applications; and
   9. Purchase of wealth management products with temporary idle proceeds.
      SPECIAL RESOLUTIONS
   10. The grants of external guarantees;
   11. General mandate to issue Shares;
   12. Issue of the debt financing instruments;
   13. Proposed revision of scope of business; and
   14. Proposed amendments to the Articles of Association.
2. REPORT OF THE DIRECTORS FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Directors for the year 2020, the text of which is set out in the Company's annual report dispatched on 28 April 2021.

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LETTER FROM THE BOARD

1. REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the report of the board of Supervisors for the year 2020, the text of which is set out in the Company's annual report dispatched on 28 April 2021.

1. ANNUAL REPORT FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the annual report for the year

2020 dispatched on 28 April 2021.

1. THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the Company's audited financial statements for the year ended 31 December 2020, the text of which is set out in the Company's annual report dispatched on 28 April 2021.

1. PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

According to the Articles of Association, an ordinary resolution will be proposed at the AGM to approve the Company's profit distribution plan for the year 2020.

The Board proposed not to recommend the payment of a final dividend for the year ended 31 December 2020. In view of the Company's financial performance and future continuous development, the Board had decided to retain funds for daily operations.

1. EXTERNAL AUDITOR'S FEES FOR THE YEAR 2020

An ordinary resolution will be proposed at the AGM to approve the fees paid or payable to the external auditor of the Company, KPMG, for the year ended 31 December 2020.

During the year ended 31 December 2020, the annual fees payable to KPMG in respect of its audit services provided to the Company was RMB1.9 million.

1. RE-APPOINTMENTOF KPMG AS THE COMPANY'S EXTERNAL AUDITOR

An ordinary resolution will be proposed at the AGM to consider and approve the reappointment of KPMG as the Company's external auditor for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board and the authorised person of the Board to determine its remuneration.

1. BANK CREDIT APPLICATIONS

In order to further expand the capital source of the Company, benefit the expansion of the Company's business and increase the leverage ratio of the Company, the Company intends to apply a comprehensive credit line not exceeding RMB800 million (including RMB800 million) from the bank with the actual bank interest rate during the period of obtaining credit, to supplement the

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LETTER FROM THE BOARD

working capital of the Company in the year of 2021. The amount of credit applied by the Company will ultimately depend on the actual credit amount approved by the bank. The specific financing amount will be determined in accordance with the actual needs of working capital of the Company.

Within the scope of annual credit limit approved in the annual general meeting of the Company, to authorise the chairman of the Board to execute any legal documents in connection with the above credit limit on behalf of the Company, all legal and economic liabilities arising therefrom shall be borne by the Company. The chief financial officer of the Company is responsible for matters such as the execution of bank credit applications.

1. PURCHASE OF WEALTH MANAGEMENT PRODUCTS WITH TEMPORARY IDLE PROCEEDS

To improve the efficiency of utilisation of the Group's temporary idle proceeds, the Company intends to apply part of the idle proceeds to purchase wealth management products issued by financial institutions with lower risk without affecting the Company's daily operation capital use, so as to enhance the utilisation and effect of the Company's temporary idle proceeds, thereby further increase the overall income of the Company and seek better investment returns for the benefits of the Company and the Shareholders as a whole.

According to the actual funds arrangement of the Company, the proposed wealth management products to be invested are summarised below:

1. Varieties of entrusted wealth management products

Varieties of investment on wealth management products issued by financial institutions are classified as fixed income or non-break-even floating income.

1. Investment cap

The amount of a single purchase of wealth management products by the Company or unexpired wealth management products held at any time shall not exceed RMB200 million in aggregate. Rolling use can be made within the abovementioned cap upon the passing of this resolution.

(iii) Term

Term of purchase of wealth management products with temporary idle proceeds shall not exceed 1 month.

(iv) Source of funding and manner of implementation

Funding for purchase of wealth management products shall be solely limited to temporary idle proceeds of the Company. It is proposed that the following authorisation of the Board is approved at AGM: within the abovementioned cap (i) the chairman of the Board is authorised to exercise the decision-making power regarding purchase of wealth management

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LETTER FROM THE BOARD

products and sign relevant legal documents; (ii) the chief financial officer of the Company is authorised to be responsible for matters such as handling relevant procedures for purchase of wealth management products. The Company will perform the continuous disclosure obligations related to the progress of the related usage of temporary idle proceeds for purchase of wealth management products pursuant to the applicable laws and regulations.

The abovementioned authorisation shall be effective from the passing of this resolution at the AGM until the date of the next annual general meeting of the Company.

(10) THE GRANTS OF EXTERNAL GUARANTEES

In order to meet the production, operation and development needs of the Company's holding subsidiaries and enhance its market competitiveness, the Company intends to provide external guarantees with a total amount of no more than RMB1 billion (including RMB1 billion) (the ''External Guarantee Quota'') to its holding subsidiaries pursuant to the relevant requirements of the Securities Law, the Company Law, the Listing Rules and other applicable laws and regulations. The Board resolved to submit to the Shareholders at the AGM for considering and approving the following mandates (the ''Mandates'') to the Board:

1. in the extent of External Guarantee Quota that implement the required guarantee amounts by steps, as well as sign and guarantee the relevant legal documents, pursuant to the major business operations of each of the Company's holding subsidiaries;
2. in the extent of External Guarantee Quota that could adjust the actual guarantee amounts amongst the holding subsidiaries on the basis of the actual needs of each holding subsidiary of the Company.

The Mandates shall be deemed effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws and regulations; or (iii) the date on which the granted authority under relevant resolution of the Shareholders is revoked or varied by a special resolution of the Shareholders in a General Meeting. The Company will perform the continuous disclosure obligations related to the progress of the related external guarantees pursuant to the applicable laws and regulations.

(11) GENERAL MANDATE TO ISSUE SHARES

To increase flexibility and efficiency in the Company's operation, a special resolution is proposed by the Company to grant the general mandate to the Directors to allot, issue and otherwise deal with additional Domestic Shares and/or H Shares, up to a limit of 20% of each of the number of the Domestic Shares and H Shares, respectively, in issue on the date of passing such resolution. As at the Latest Practicable Date, the issued share capital of the Company comprised 880,000,000 Domestic Shares and 300,000,000 H Shares. Subject to the passing of the resolution of

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LETTER FROM THE BOARD

the granting of the general mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 176,000,000 Domestic Shares and 60,000,000 H Shares under the general mandate.

The general mandate shall be deemed effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws and regulations; or (iii) the date on which the granted authority under relevant resolution of the Shareholders is revoked or varied by a special resolution of the Shareholders in a General Meeting.

Pursuant to the general mandate, the Board shall be authorised to determine the specific issue plan, including but not limited to: (i) to determine the amount of the Domestic Shares and/or H Shares to be allotted; (ii) to determine the issue price of the new Domestic Shares and/or H Shares;

1. to determine the date(s) on which the issue of new Domestic Shares and/or H Shares is/are to be commence and close; (iv) to determine the number of new Domestic Shares and/or H Shares, if applicable, to be issued to the existing holders of Domestic Shares and/or H Shares; (v) to make or grant an offer, agreement and option necessary for the exercise of such powers; and (vi) where prohibited and required by foreign laws or regulations, or by other reasons which in the opinion of the Board are appropriate, to determine that the offer of subscription for and issue of shares to holders of H Shares shall exclude shareholders residing in the PRC or the offer of subscription for and issue of shares to holders of Domestic Shares shall exclude shareholders residing outside the PRC.

Any exercise of the power by the Board under the general mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association, the applicable laws and regulations of the PRC and all the necessary approvals of relevant government authorities. As at the Latest Practicable Date, the Board does not have any definitive plan to issue any new Shares pursuant to the general mandate.

(12) ISSUE OF DEBT FINANCING INSTRUMENTS

In order to further expand financing channels of the Company, develop the business and lower the financing cost of the Company, the Board resolved to submit to the Shareholders at the AGM for consideration and, if thought fit, approval of the proposed issue of the debt financing instrument with an aggregate principal amount of not more than RMB2 billion (including RMB2 billion) (the ''Debt Financing Instruments'') inside or outside the PRC.

According to the laws and regulations of the PRC and the Articles of Association, the proposed issue of the Debt Financing Instruments is subject to the approval of the Shareholders by way of a special resolution at the AGM and the approval by relevant regulatory authorities.

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LETTER FROM THE BOARD

1. Arrangements for the issue

1. Authorisation to the Board

It will be submitted to the AGM to authorise the Board to deal with, in the best interest of the Company, all matters relating to the proposed issue of Debt Financing Instruments, including but not limited:

1. to consider the issue of Debt Financing Instruments in accordance with needs of the Company, to deal with the specific proposals, specific terms and conditions and other relevant matters for the issue of public Debt Financing Instruments in accordance with the market conditions, including but not limited to the issue subject, size of issue, interest rate, duration, type and condition of guarantee, intended investors, use of proceeds, arrangement for offering in tranches (if any) and producing, filing, executing, signing, accepting and publishing of any necessary legal documents;
2. to make any changes or adjustments to the relevant matters of the issue of the Debt Financing Instruments with reference to the comments from relevant regulatory authorities or the market conditions if there is any change to the regulatory policies or the market conditions;
3. to sign all necessary legal documents regarding to the issue of Debt Financing Instruments;
4. to decide the engagement of intermediaries necessary for the issue of Debt Financing Instruments; and
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LETTER FROM THE BOARD

1. to determine any other matters relating the issue of Debt Financing Instruments.

The abovementioned authorisation shall be deemed effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws and regulations; or (iii) the date on which the granted authority under relevant resolution of the Shareholders is revoked or varied by a special resolution of the Shareholders in a General Meeting.

(13) PROPOSED REVISION OF SCOPE OF BUSINESS

Since the License of Insurance and Brokerage Business has expired and the Company has not engaged in relevant licensing business leveraging on the license, the Board proposes to revise the scope of business of the Company as follows:

The scope of business of the Company includes: underwriting various loans with small amount, conducting consultancy businesses such as development, management and finance of small enterprises. (Projects which required approval under the law shall commence operation only after gaining the approval of relevant authorities)

The business scope as approved by the Administration for Market Regulation shall be final and valid. The Company can legally adjust its business scope and mode of operation and set up subsidiaries and branches in a timely manner according to the changes of the market and its own business needs subject to the approval of the relevant competent authorities.

The Proposed Revision of Scope of Business of the Company is subject to the following conditions:

1. the passing of a special resolution by the Shareholders approving the Proposed Revision of Scope of Business at the AGM; and
2. all the necessary approvals and filing procedures obtained for the Proposed Revision of Scope of Business from the relevant competent authorities in the PRC.

The Board considers that the Proposed Revision of Scope of Business of the Company has no effect on the business of the Company.

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LETTER FROM THE BOARD

THE AGM AND PROXY ARRANGEMENT

Notice

The AGM will be held at Conference Room, 3rd Floor, Zuoli Building, No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province, the PRC at 10:00 a.m. on Tuesday, 29 June 2021. The Notice is set out on pages 15 to 21 of this circular.

Closure of books

The register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be qualified to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the Company's registered office in the PRC at No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province, the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Wednesday, 23 June 2021.

Proxy form

Shareholders who intend to attend the AGM by proxy are required to complete and return the proxy form, in accordance with the instructions printed thereon as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Voting by poll at the AGM

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be proposed at the AGM as set out in the Notice set out at the end of this circular must be taken by poll. The chairman of the AGM will therefore demand a poll for every such resolution put to the vote at the AGM. On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share of the Company registered in his or her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that all resolutions set out in the Notice for the Shareholders' consideration and approval are in the best interests of the Company and its Shareholders as a whole. As such, the Board recommends the Shareholders to vote in favor of the resolutions set out in the Notice which are to be proposed at the AGM.

Yours faithfully,

By order of the Board of

佐力科創小額貸款股份有限公司

(Zuoli Kechuang Micro-finance Company Limited*)

YU Yin

Chairman

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NOTICE OF 2020 ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of 佐力科創小 額貸款股份有限公司 (Zuoli Kechuang Micro-finance Company Limited*) (the ''Company'') for the year ended 31 December 2020 will be held at Conference Room, 3rd Floor, Zuoli Building, No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province, the People's Republic of China at 10:00 a.m. on 29 June 2021 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. To receive, consider and approve the report of the board of directors of the Company for the year ended 31 December 2020;
  2. To receive, consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2020;
  3. To receive, consider and approve the annual report of the Company for the year ended 31 December 2020;
  4. To receive, consider and approve the Company's audited financial statements for the year ended 31 December 2020;
  5. To consider and approve the Company's profit distribution plan for the year ended 31 December 2020;
  6. To consider and approve the Company's external auditor's fees for the year ended 31 December 2020;
  7. To consider and approve the re-appointment of KPMG as the Company's external auditor for a term until the conclusion of the next annual general meeting of the Company and other applicable laws and regulations, and to authorise the board of directors of the Company to determine its remuneration;
  8. To consider and approve the application for a credit line from the bank with an amount not exceeding RMB800 million (including RMB800 million); and
• For identification purpose only
• • 15 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

9. To consider and authorise the board of directors of the Company to purchase wealth management products with temporary idle proceeds.

SPECIAL RESOLUTIONS

1. To consider and approve the external guarantees of the Company with an aggregated amount not exceeding RMB1 billion (including RMB1 billion);
2. To consider and approve the following as a special resolution of the Company:
   ''THAT:
3. 1. in accordance with the requirements of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited (the
      ''Stock Exchange'') (the ''Listing Rules''), the Company Law of the People's Republic of China (the ''PRC''), as well as other applicable laws and regulations, in each case as amended from time to time, a general mandate be granted to the board of directors of the Company (the ''Board'') to exercise, for once or more than once, all the power of the Company to allot, issue and deal with Domestic Shares (as defined below) and/or H Shares (as defined below) or securities convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities (including the power to make or grant any offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers) during the Relevant Period (as defined below):
      In exercising the power to allot, issue and deal with the Domestic Shares and/or H Shares, the authority of the Board to determine the specific issue plan shall include (but not limited to) the following:
   2. 1. to determine the amount of the Domestic Shares and/or H Shares to be allotted;
      2. to determine the issue price of the new Domestic Shares and/or H Shares;
      3. to determine the date(s) on which the issue of new Domestic Shares and/or H Shares is/are to be commence and close;
      4. to determine the number of new Domestic Shares and/or H Shares, if applicable, to be issued to the existing holders of Domestic Shares and/or H Shares;

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NOTICE OF 2020 ANNUAL GENERAL MEETING

1. to make or grant an offer, agreement and option necessary for the exercise of such powers; and
2. where prohibited and required by foreign laws or regulations, or by other reasons which in the opinion of the Board are appropriate, to determine that the offer of subscription for and issue of shares to holders of H Shares shall exclude shareholders residing in the PRC or the offer of subscription for and issue of shares to holders of Domestic Shares shall exclude shareholders residing outside the PRC;

1. upon the exercise of the powers granted to the Board above, the Board may during the Relevant Period make or grant any offers, agreements, or options which might require the exercise of such powers either during or after the expiration of the Relevant Period;
2. the aggregate number of Domestic Shares and H Shares to be allotted or agreed conditionally or unconditionally to be allotted by the Board pursuant to such mandate granted to the Board above shall not exceed:
3. 1. 20 per cent of the number of Domestic Shares in issue; and
   2. 20 per cent of the number of H Shares in issue;

in each case as of the date of the passing of this resolution, otherwise than pursuant to (i) a Right Issue (as defined below); (ii) any scrip dividend or similar arrangement providing for 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; (iii) the exercise of any right of subscription or conversion under the terms of any bonds, warrants or debentures which may be issued by the Company or any securities which are convertible into shares of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting; and

1. the Board shall only exercise its power under such mandate in accordance with the Company Law of the PRC, the Listing Rules and other applicable laws and regulations (in each case as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities have been obtained;
   For the purpose of this resolution:
   ''Domestic Shares'' means ordinary shares issued by the Company, with RMB- denominated par value of RMB1.00 each, which are subscribed for and paid up in RMB;
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NOTICE OF 2020 ANNUAL GENERAL MEETING

''H Shares'' means the ordinary shares issued by the Company, with RMB- denominated par value of RMB1.00 each, which are subscribed for and paid up in HKD and listed on the Stock Exchange; and

''Relevant Period'' means the period from the passing of the resolution at the AGM until the earliest of:

1. 1. the conclusion of the next annual general meeting of the Company; or
   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; or
   3. the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; or
   4. ''Rights Issue'' means an offer of shares of the Company or offer or issue of options, warrants or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Board to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements and having regard to any legal or practical problems, restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company) and an offer, allotment or issue of shares by way of rights shall be construed accordingly; and
2. subject to the Board resolving to issue shares pursuant to subparagraph (1) of this resolution, the Board be authorised to:
3. 1. formulate and implement the specific issuance plan with details including but not limited to: the class and number of the shares of the Company to be issued; the pricing method and/or issue price (including the range of issue price); the start and end date of the issuance; use of proceeds; and other matters to be included in a specific issuance plan as required by the relevant laws, regulations and other regulatory documents, relevant regulatory institutions as well as the stock exchange of the place where the H Shares are listed;
   2. approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, the agreement for the engagement of any professional parties, making all necessary applications to the relevant authorities, entering into an underwriting agreement (or any other agreement) and making appropriate amendments;
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NOTICE OF 2020 ANNUAL GENERAL MEETING

12. To consider and approve the following as a special resolution of the Company:

''THAT: the issue of the debt financing instruments with an aggregate principal amount of not more than RMB2 billion (including RMB2 billion) (the ''Debt Financing Instruments''), on the terms set forth below be and is detailed below and hereby approved:

1. Size of issue: not more than RMB2 billion in aggregate (including RMB2 billion), excluding existing debt financing instruments, hybrid financing instruments and equity financing instruments;
2. Categories of issue: one or several categories of Debt Financing Instruments including but not limited to super short-term debentures, short-term debentures, medium-term notes, private placement of Debt Financing Instruments, assets-backed notes, project revenue notes, corporate bonds, enterprise asset-backed bonds, overseas bond issuance, overseas borrowing and other type of Debt Financing Instrument issued inside or outside the PRC;
3. Maturity: not more than five years for the term of each Debt Financing Instruments (including five years);
4. Use of proceeds: supplement of working capital;
5. Authorisation: the board of directors of the Company be and is hereby authorised to deal with all matters relating to the proposed issue of Debt Financing Instruments, including but not limited to:
6. 1. to consider the issue of Debt Financing Instruments in accordance with the needs of the Company, to deal with the specific proposals, specific terms and conditions and other relevant matters for the issue of public Debt Financing Instrument in accordance with the market conditions, including but not limited to the issue subject, size of issue, interest rate, duration, type and condition of guarantee, intended investors, use of proceeds, arrangement for offering in tranches (if any) and producing, filing, executing, signing, accepting and publishing of any necessary legal documents;

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NOTICE OF 2020 ANNUAL GENERAL MEETING

1. 1. 1. to make any changes or adjustments to the relevant matters of the issue of the Debt Financing Instruments with reference to the comments from relevant regulatory authorities or the market conditions if there is any change to the regulatory policies or the market conditions;
      2. to sign all necessary legal documents regarding to the issue of Debt Financing Instruments;
      3. to decide the engagement of intermediaries necessary for the issue of Debt Financing Instruments; and
      4. to determine any other matters relating the issue of Debt Financing Instruments.
   2. The abovementioned authorisation shall be deemed effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or other applicable laws and regulations; or (iii) the date on which the granted authority under relevant resolution of the Shareholders is revoked or varied by a special resolution of the Shareholders in a General Meeting.''
2. To consider and approve the proposed revision of scope of business of the Company; and
3. To consider and approve the proposed amendments to the Articles of Association of the Company.

By order of the Board of

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, 28 April 2021

• For identification purpose only
  Notes:

1. The register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be qualified to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company (in respect of H Shares), Computershare Hong Kong Investor Services Limited, or to the Company's registered office in the PRC (in respect of Domestic Shares) no later than 4:30 p.m. on Wednesday, 23 June 2021.
2. Any shareholders of the Company (the ''Shareholders'') who is entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a Shareholder.
3. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.
4. • 20 -

NOTICE OF 2020 ANNUAL GENERAL MEETING

1. In order to be valid, the proxy form must be deposited, for the holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, or for the holders of Domestic Shares, to the Company's registered office in the PRC, not less than 24 hours before the time for holding the AGM (or any adjournment thereof). If the proxy form is signed by a person under a power of attorney or other authorisation instrument, a notarially certified copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the AGM or any adjourned meetings should you so wish.
2. If corporate Shareholders appoint any authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company.
3. The AGM is expected to be held for less than half a day. Shareholders who intend to attend the AGM shall arrange and bear their own transportation and accommodation expenses.
4. The name and address of the Company's H shares registrar in Hong Kong is as follows:
   Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor and 17M Floor, Hopewell Centre,
   183 Queen's Road East, Wanchai,
   Hong Kong
5. The registered office of the Company in the PRC is as follows:
   No. 399 Deqing Avenue, Wukang Road, Deqing County, Huzhou City, Zhejiang Province,
   The PRC
6. Where there are joint registered holders of any Share(s), any one of such joint holders may attend and vote at the AGM, either in person or by proxy, in respect of such Share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
7. As at the date of this notice, the board of directors (the ''Director(s)'') of the Company comprises four executive Directors, namely Mr. YU Yin (the Chairman), Mr. ZHENG Xuegen, Mr. YANG Sheng and Ms. HU Fangfang; one non-executive Director, namely Mr. PAN Zhongmin; and three independent non-executive Directors, namely Mr. CHAN Kin Man, Mr. ZHAO Xuqiang and Ms. YANG Jie.

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