Youth Champ Financial : (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; AND (3) 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Youth Champ Financial Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

優創金融集團控股有限公司

YOUTH CHAMP FINANCIAL GROUP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1160)

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. 1. RE-ELECTIONOF DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''Annual General Meeting'') to be held at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong on Thursday, 27 August 2020 at 10:30 a.m. is set out on pages 20 to 24 of this circular.

Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

28 July 2020

		CONTENTS
			Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . .	5
Proposed re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Actions to be taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . .	11
Appendix II	-	Details of the Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

- i -

DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be
	convened and held at Unit 503, 5th Floor, Greenfield
	Tower, Concordia Plaza, 1 Science Museum Road,
	Kowloon, Hong Kong at 10:30 a.m. on Thursday,
	27 August 2020 and any adjournment thereof, the notice
	of which is set out on pages 20 to 24 of this circular
''Board''	the board of Directors
''Bye-laws''	the bye-laws of the Company, as amended from time to
	time
''close associates''	has the meaning ascribed to it under the Listing Rules
''Companies Act''	the Companies Act 1981 of Bermuda, as amended,
	supplemented or modified from time to time
''Company''	Youth Champ Financial Group Holdings Limited, an
	exempted company incorporated in Bermuda with limited
	liability, the issued Shares of which are listed on the main
	board of the Stock Exchange
''connected person''	has the meaning ascribed to it under the Listing Rules
''controlling shareholder''	has the meaning ascribed to it under the Listing Rules
''core connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Director(s)''	director(s) of the Company
''Extension Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be added
	to the total number of Shares which may be allotted,
	issued and dealt with under the General Mandate

- 1 -

	DEFINITIONS
''General Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue and deal with Shares up to a
	maximum of 20% of the aggregate number of Shares in
	issue as at the date of passing of the relevant resolution at
	the Annual General Meeting
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Latest Practicable Date''	20 July 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Nomination Committee''	the nomination committee of the Company
''PRC''	the People's Republic of China, for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of China and Taiwan
''Proposals''	the proposals regarding (i) the grant of the General
	Mandate, the Repurchase Mandate and the Extension
	Mandate; (ii) the re-election of Directors and (iii) the
	grant of authority to fix the remunerations of the Directors
	and the auditors of the Company
''Repurchase Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to enable them to repurchase
	Shares, the aggregate number of which shall not exceed
	10% of the aggregate number of Shares in issue as at the
	date of passing the relevant resolution at the Annual
	General Meeting
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong

- 2 -

	DEFINITIONS
''Share(s)''	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
''Shareholder(s)''	holder(s) of Share(s)
''Share Registrar''	Boardroom Share Registrars (HK) Limited, the branch
	share registrar and transfer office of the Company in Hong
	Kong
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Hong Kong Code on Takeovers and Mergers
''2019 AGM''	the annual general meeting of the Company held on
	13 August 2019
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''%''	per cent.

- 3 -

LETTER FROM THE BOARD

優創金融集團控股有限公司

YOUTH CHAMP FINANCIAL GROUP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

	(Stock Code: 1160)
Executive Directors:	Registered office:
Mr. Wang Kaizhen	Clarendon House
Ms. Chan Mei Yan	2 Church Street
	Hamilton HM 11
Non-executive Director:	Bermuda
Mr. He Luling (Chairman)
	Head office and principal place of
Independent non-executive Directors:	business in Hong Kong:
Ms. Ma Yin Fan	Unit 503, 5th Floor
Ms. Yan Yan	Greenfield Tower,
Mr. Xu Yanfa	Concordia Plaza,
	1 Science Museum Road,
	Kowloon,
	Hong Kong
	28 July 2020
To the Shareholders
Dear Sir or Madam

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

1. 1. RE-ELECTIONOF DIRECTORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide Shareholders with information in connection with the Proposals and to give you notice of the Annual General Meeting.

Resolutions to be proposed at the Annual General Meeting, in addition to ordinary business, include (a) ordinary resolutions on the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (b) ordinary resolutions relating to the proposed re-election of the Directors and (c) ordinary resolutions on the proposed grant of authority to the Board to fix the remunerations of the Directors and the auditors of the Company.

- 4 -

LETTER FROM THE BOARD

GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

The following mandates, which were granted to the Directors pursuant to the ordinary resolutions passed by the Shareholders at the 2019 AGM, will expire at the conclusion of the Annual General Meeting:

1. a general unconditional mandate to allot, issue and deal with Shares with an aggregate number of not exceeding 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution;
2. a general unconditional mandate to exercise all the powers of the Company to repurchase Shares with an aggregate number of not exceeding 10% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution; and
3. the power to extend the general mandate mentioned in paragraph (A) immediately above by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares as referred to in paragraph
4. 1. immediately above.

In view of the forthcoming expiration of the mandates granted to the Directors as mentioned above, the following ordinary resolutions, among other matters, will be proposed at the Annual General Meeting:

1. that the Directors be granted the General Mandate to exercise the powers of the Company to allot, issue and otherwise deal with Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of such resolution;
2. that the Directors be granted the Repurchase Mandate to enable them to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of such resolution; and
3. that the Directors be granted the Extension Mandate to increase the total number of Shares which may be allotted, issued and dealt with under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

- 5 -

LETTER FROM THE BOARD

The General Mandate, the Repurchase Mandate and the Extension Mandate will each expire

1. at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (b) at the end of the period within which the next annual general meeting of the Company is required by the Companies Act or the Bye-laws to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.

Based on 172,800,000 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting:

1. subject to the passing of the proposed resolution granting the General Mandate to the Directors, the Company will be allowed under the General Mandate to allot and issue up to a maximum of 34,560,000 Shares, representing 20% of the Shares in issue as at the Latest Practicable Date; and
2. subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 17,280,000 Shares, representing 10% of the Shares in issue as at the Latest Practicable Date.

The Board has no immediate plans to allot and issue any new Shares other than Shares which may fall to be allotted and issued upon the exercise of any options granted under any share option scheme of the Company or any scrip dividend scheme of the Company which may be approved by the Shareholders.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable them to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

- 6 -

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of six Directors, namely:

Executive Directors	Date of appointment
Mr. Wang Kaizhen	1	October 2018
Ms. Chan Mei Yan	1	June 2020
Non-executive Director	Date of appointment
Mr. He Luling (Chairman)	16 June 2017
Independent non-executive Directors	Date of appointment
Ms. Ma Yin Fan	16 June 2017
Ms. Yan Yan	16 June 2017
Mr. Xu Yanfa	16 June 2017

According to Bye-law 113(A) of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three (3), then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

By virtue of Bye-law 113(A) of the Bye-laws, Mr. He Luling and Ms. Ma Yin Fan will retire and, being eligible, offer themselves for re-election at the Annual General Meeting.

Pursuant to Bye-law 117 of the Bye-laws, a Director appointed either to fill a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company (in the case of the filling of casual vacancy) or the next annual general meeting of the Company (in the case of an additional Director) and shall then be eligible for reelection at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

By virtue of Bye-law 117 of the Bye-laws, Ms. Chan Mei Yan will retire and, being eligible, offer herself for re-election at the Annual General Meeting.

The nomination was made in accordance with the nomination policy of the Company and took into account a wide range of diversity perspectives, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of services, with due regard of the benefits of diversity as set out under the board diversity policy of the Company.

- 7 -

LETTER FROM THE BOARD

In recommending Ms. Chan Mei Yan to stand for re-election as an executive Director, Mr. He Luling to stand for re-election as a non-executive Director and Ms. Ma Yin Fan to stand for re-election as an independent non-executive Director, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:

1. Ms. Chan Mei Yan is a responsible officer for Type 4 regulated activity (advising on securities) and Type 9 regulated activity (asset management) under the SFO. She has more than 20 years of experience in investment management from 1999 onwards.
2. Mr. He Luling has extensive experience in marketing, public relations and the news and media industry. Mr. He is the founder and chairman of a private media company in the PRC since 2005.
3. Ms. Ma Yin Fan is a CPA (Practising) in Hong Kong and has been working in the auditing, accounting and taxation areas with more than 20 years of professional experience. She is the principal of Messrs. Ma Yin Fan & Company CPAs.

The Nomination Committee considered that in view of their diverse and different educational backgrounds, professional knowledge and experience in the respective fields of fund management, marketing, public relations and the news and media industry and auditing, accounting and taxation as mentioned above and as set out in Appendix II to this circular, the reappointment of Ms. Chan Mei Yan, Mr. He Luling and Ms. Ma Yin Fan as Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to fulfil the requirements of the Company's business.

The Nomination Committee has assessed the independence of each of the independent non- executive Directors, including Ms. Ma Yin Fan, based on reviewing their annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that all of them remain independent.

Accordingly, the Board endorsed the recommendations of the Nomination Committee and recommended the retiring Directors, namely Ms. Chan Mei Yan, Mr. He Luling and Ms. Ma Yin Fan, to stand for re-election at the Annual General Meeting. The retiring Directors abstained from voting on the recommendation on his/her own re-election throughout the nomination processes.

Further information about the Board's composition and diversity as well as the attendance record of the Directors (including the retiring Directors) at the meetings of the Board and/or its committees and the general meetings of the Company is disclosed in the corporate governance report of the Company's annual report.

- 8 -

LETTER FROM THE BOARD

ACTIONS TO BE TAKEN

Set out on pages 20 to 24 of this circular is a notice convening the Annual General Meeting at which resolutions will be proposed to approve, among other matters, the following:

1. the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate;
2. the proposed re-election of Directors; and
3. the proposed granting of authority to the Board to fix the remunerations of the Directors and the auditors of the Company.

Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, the same with the Share Registrar, Boardroom Share Registrars (HK) Limited, Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

RECOMMENDATIONS

The Directors consider that the Proposals to be proposed at the Annual General Meeting are in the best interest of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

GENERAL

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.

- 9 -

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

By order of the Board

Youth Champ Financial Group Holdings Limited

He Luling

Chairman

- 10 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 172,800,000 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no new Shares are issued and no Shares are repurchased for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 17,280,000 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

3. REASONS FOR THE REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Such repurchases may, depending on 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 repurchases will benefit the Company and the Shareholders as a whole.

- 11 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Bye-laws, the Companies Act, other applicable laws of Bermuda and the Listing Rules. A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Companies Act, repurchases by the Company may only be made out of the capital paid up on the relevant Shares, out of the funds of the Company which would otherwise be available for dividend or distribution, or out of the proceeds of a fresh issue of Shares made for the purposes of the repurchase. Any premium payable on a repurchase over the par value of the relevant Shares may only be provided for out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company's share premium account before the relevant Shares are repurchased.

5. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE IN FULL

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 March 2020, being the date of its latest published audited financial statements were made up. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

- 12 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2019
July	1.91	1.85
August	1.89	1.85
September	1.90	1.82
October	1.88	1.82
November	1.88	1.81
December	1.87	1.81
2020
January	1.88	1.83
February	1.87	1.84
March	1.87	1.85
April	1.87	1.84
May	1.86	1.81
June	1.83	1.82
July (up to the Latest Practicable Date)	2.20	1.83

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

8. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the Annual General Meeting.

- 13 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has any such connected person undertaken not to sell any Shares held by him/her/it to the Company, in the event that the grant of the Repurchase Mandate to the Directors is approved by the Shareholders at the Annual General Meeting.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a share repurchase a Shareholder's proportionate interest in the voting rights of the Company increases pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following entities/persons were directly or indirectly interested in 5% or more of the issued Shares:

				Approximate
				percentage of
				shareholding
				if the
			Approximate	Repurchase
			percentage of	Mandate is
		Number of	existing	exercised
Name	Capacity	Shares	shareholding	in full
			(Note 3)	(Note 4)
Renown Future Limited	Beneficial owner	88,129,080	51.00%	56.67%
Treasure Isle Global Limited	Beneficial owner	25,954,878	15.02%	16.69%
		(Note 1)
Blue Canary Consulting Group	Beneficial owner	14,916,042	8.63%	9.59%
Limited		(Note 2)

Notes:

1. Treasure Isle Global Limited is a company incorporated in the British Virgin Islands and is beneficially owned as to 50% by Mr. Li Bohan (''Mr. Li'') and 50% by Mr. Zhang Jianming (''Mr. Zhang''). Each of Mr. Li and Mr. Zhang is deemed to be interested in the 25,954,878 Shares held by Treasure Isle Global Limited by virtue of the SFO.
2. Blue Canary Consulting Group Limited is a company incorporated in Samoa and is beneficially and wholly- owned by Dr. Chan Man Fung (''Dr. Chan''). Dr. Chan is deemed to be interested in the 14,916,042 Shares held by Blue Canary Consulting Group Limited by virtue of the SFO.
3. The percentage of shareholding is calculated on the basis of 172,800,000 Shares in issue as at the Latest Practicable Date.
4. The percentage of shareholding is calculated on the basis of 155,520,000 Shares on the assumption that the Repurchase Mandate was exercised in full.

- 14 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

On the basis of 172,800,000 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or repurchase of Shares during the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, an exercise of the Repurchase Mandate in full will not result in any party becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code, or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

- 15 -

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Ms. Chan Mei Yan (''Ms. Chan'')

Ms. Chan, aged 43, has been an executive Director since 1 June 2020. She also serves as a member of the investment committee of the Board. She obtained her Bachelor of Business Administration (Finance) (Honours) from the Hong Kong University of Science and Technology in 1999. Ms. Chan is a responsible officer for Type 4 regulated activity (advising on securities) and Type 9 regulated activity (asset management) under the SFO. She has more than 20 years of experience in investment management from 1999 onwards. Ms. Chan has been an executive director at INV Advisory Limited, the investment manager of the Company, since September 2016 and is responsible for portfolio construction and investment decision making, investment advisory, business development and strategic planning and supervision of all compliance matter including the Securities and Future Commission related regulations.

Prior to joining INV Advisory Limited, Ms. Chan was a senior partner at INV Partners Limited from 2011 to 2013 and from 2013 to 2016, a company established in 2009 principally engaging in the business of investment management. Ms. Chan took up a wide range of duties such as asset management, business structure set up and development, investment research and due diligence. From March 2013 to November 2013, Ms. Chan was the chief operating officer of New Century Asset Management Limited, being the REIT manager of New Century REIT (Stock code: 1275.HK) from the initial public offering of the REIT to November 2013. She was a member of the finance and investment committee to real estate investment trust and was responsible for, among other things, formulating business plans, implementing asset enhancement strategies, supervising REIT operations such as financial and cash management and valuations of REIT. Ms. Chan started her career at ADM Capital, being one of the largest hedge fund managers in Asia since 1999. Being one of the founding members, Ms. Chan became director/ head of operations of the group since 2006, where she developed various non-front office functions including but not limited to fund administration, legal and compliance, investment valuation, investor relations and marketing, corporate governance, risk management, accounting and human resources.

Ms. Chan has entered into a service agreement with the Company for a term of one year with effect from 1 June 2020 subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Bye-laws. The appointment of Ms. Chan can be terminated by either party by serving not less than one month's written notice to the other party.

Ms. Chan is entitled to an annual emolument of HK$180,000 for acting as the Director and a member of the Company's investment committee, which was determined by arm's length negotiation between Ms. Chan and the Company. Such salaries and benefits were determined with reference to her roles and responsibilities of the Company and prevailing market conditions. The annual emolument of Ms. Chan will be reviewed annually by the Board with reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market situation.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Ms. Chan (i) did not have, and was not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; (ii) did not have other relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules); and (iii) had not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date or any other position with the Company or other major appointments and professional qualifications.

Save as disclosed above, there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. He Luling (''Mr. He'')

Mr. He, aged 65, has been a non-executive Director and the chairman of the Company since 16 June 2017. He also serves as the chairman of the nomination committee and a member of the audit committee and the remuneration committee of the Board. Mr. He has extensive experience in marketing, public relations and the news and media industry. Mr. He has gained his honor as a national level photographer and director（國家一級攝影師兼導演）in the PRC and served for a prominent television station in the PRC for over 29 years. Since 2005, Mr. He has been a founder and a chairman of a private media company in the PRC.

Mr. He has been appointed as a non-executive Director by way of a letter of appointment with the Company for a period of three years commencing from 16 June 2017 which will continue thereafter until terminated by either party giving not less than three months' notice in writing.

Mr. He is entitled to an annual emolument of HK$80,000 for acting as the Director and a member of the Company's audit committee, remuneration committee and nomination committee, which was determined by arm's length negotiation between Mr. He and the Company. Such salaries and benefits were determined with reference to his roles and responsibilities of the Company and prevailing market conditions. Mr. He's appointment as a non-executive Director is subject to retirement by rotation and re-election in accordance with the Bye-laws. The annual emolument of Mr. He will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. He was interested in 88,129,080 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. He (i) did not have, and was not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; (ii) did not have other relationships with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders (within the meaning of the Listing Rules); and (iii) had not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date or any other position with the Company or other major appointments and professional qualifications.

Save as disclosed above, there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Ms. Ma Yin Fan (''Ms. Ma'')

Ms. Ma, aged 56, has been an independent non-executive Director since 16 June 2017. She also serves as the chairman of the audit committee and a member of the remuneration committee and the nomination committee of the Board. Ms. Ma obtained a bachelor's degree with honours in accounting from Middlesex University in the United Kingdom. She is also awarded the Master of Business Administration and Master in Professional Accounting degree from Heriot-Watt University in the United Kingdom and The Hong Kong Polytechnic University, respectively. Ms. Ma is a CPA (Practising) in Hong Kong and has been working in the auditing, accounting and taxation areas with more than 20 years of professional experience. She is the principal of Messrs. Ma Yin Fan & Company CPAs. Ms. Ma is the fellow member of each of The Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Accountants in the England and Wales, The Taxation Institute of Hong Kong, The Association of Chartered Certified Accountants, The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.

Ms. Ma is currently an independent non-executive director of China Strategic Holdings Limited (stock code: 235) and CST Group Limited (stock code: 985). The shares of the abovementioned companies are listed on the main board of the Stock Exchange.

Ms. Ma has been appointed as an independent non-executive Director by way of a letter of appointment with the Company for a period of three years commencing from 16 June 2017, which will continue thereafter until terminated by either party giving not less than three months' notice in writing.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Ms. Ma is entitled to an annual emolument of HK$180,000 for acting as the Director and a member of the Company's audit committee, remuneration committee and nomination committee, which was determined by arm's length negotiation between Ms. Ma and the Company. Such salaries and benefits were determined with reference to her roles and responsibilities of the Company and the prevailing market conditions. Ms. Ma's appointment as an independent non- executive Director is subject to retirement by rotation and re-election in accordance with the Bye-laws. The annual emolument for Ms. Ma will be reviewed annually by the Board with reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market situation.

Save as disclosed above, as at the Latest Practicable Date, Ms. Ma (i) did not have, and was not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; (ii) did not have other relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules); and (iii) had not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date or any other position with the Company or other major appointments and professional qualifications.

Save as disclosed above, there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

優創金融集團控股有限公司

YOUTH CHAMP FINANCIAL GROUP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1160)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''Meeting'') of YOUTH CHAMP FINANCIAL GROUP HOLDINGS LIMITED (the ''Company'') will be held at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong on Thursday, 27 August 2020 at 10:30 a.m. to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited financial statements of the Company and the reports of the directors (the ''Directors'') and the auditors (the ''Auditors'') of the Company for the year ended 31 March 2020;
2. (a) to re-elect Ms. Chan Mei Yan as executive Director;
3. 1. to re-elect Mr. He Luling as non-executive Director;
   2. to re-elect Ms. Ma Yin Fan as independent non-executive Director; and
   3. to authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors;
4. to re-appoint Crowe (HK) CPA Limited as the Auditors and to authorise the Board to fix their remuneration;

and, as special businesses, to consider and, if thought fit, pass with or without modifications, each of the following resolutions as ordinary resolution:

ORDINARY RESOLUTIONS

4. ''THAT:

1. 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'') and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.10 each in the share capital of the Company (the ''Shares''), and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined in paragraph (d) below);
   2. the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;
   3. any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the ''Bye-laws'') of the Company and other relevant regulations in force from time to time; or
   4. 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 20% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

1. for the purpose of this resolution, the ''Relevant Period'' means the period from the date of 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 Bye-laws or any applicable law of the Bermuda to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

''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 the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the requirements of, or the expenses 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, jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

5. ''THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''SFC'') and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended, supplemented or modified from time to time) and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution, ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
4. 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 bye-laws of the Company or any other applicable law of Bermuda to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

6. ''THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares of the Company repurchased by the Company pursuant to or in accordance with the authority granted under paragraph

1. of resolution numbered 5 above.''

	Yours faithfully
	By order of the Board
	Youth Champ Financial Group Holdings Limited
	He Luling
	Chairman
Hong Kong, 28 July 2020
Registered office:	Head office and principal place of
Clarendon House	business in Hong Kong:
2 Church Street	Unit 503, 5th Floor
Hamilton HM 11	Greenfield Tower, Concordia Plaza,
Bermuda	1 Science Museum Road,
	Kowloon,
	Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. 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 Meeting. A proxy needs not be a member of the Company.
2. In the case of joint registered holders of any Share, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting (or any adjournment thereof) personally or by proxy, that one of the said joint holders so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.
3. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time for holding the Meeting (or any adjournment thereof).

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NOTICE OF ANNUAL GENERAL MEETING

1. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish, and in such event, the form of proxy shall be deemed to be revoked.
2. In relation to the proposed resolution numbered 2, the details of the Directors proposed to be re-elected are set out in Appendix II to the circular dated 28 July 2020.
3. In relation to the proposed resolutions numbered 4 and 6 above, approval is being sought from the shareholders of the Company for the grant to the directors of the Company of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued upon the exercise of options granted under any share option scheme of the Company or otherwise or any scrip dividend scheme of the Company which may be approved by the shareholders of the Company.
4. In relation to the proposed resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the Company's shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular of which this notice of annual general meeting forms part.
5. The above resolutions will be put to vote at the Meeting by way of poll.
6. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from 24 August 2020 to 27 August 2020 (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on 21 August 2020.

As at the date of this notice, the executive Directors are Mr. Wang Kaizhen and Ms. Chan Mei Yan, the non-executive Director is Mr. He Luling (Chairman), and the independent non- executive Directors are Ms. Ma Yin Fan, Ms. Yan Yan and Mr. Xu Yanfa.

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