Jintai Energy : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (3) RE-APPOINTMENT OF AUDITORS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

April 27, 2021 at 06:57 pm IST

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your 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 Jintai Energy Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

JINTAI ENERGY HOLDINGS LIMITED

金泰能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2728)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES;
PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

1. RE-APPOINTMENTOF AUDITORS; AND
NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company (the ''Annual General Meeting'') to be held at Units 1302-1303, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Friday, 28 May 2021 at 4:00 p.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the offices of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Due to the constantly evolving COVID-19 pandemic situation, the Company may need to take certain precautionary measures at the venue of the Annual General Meeting to ensure the safety of attendees, including (but not limited to) requiring all attendees to have body temperature check and wear face masks. In addition, no refreshments will be served and no corporate gift will be distributed at the meeting. The Company reserves the right to deny admission to the meeting venue if any person does not comply with the precautionary measures to be taken at the meeting or such person is subject to any Hong Kong Government prescribed quarantine.

28 April 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate and Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II - Details of Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

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

''Annual General Meeting'' or	the annual general meeting of the Company to be held at
''Meeting''	Units 1302-1303, 13/F, Ruttonjee House, Ruttonjee Centre,
	11 Duddell Street, Central, Hong Kong on Friday, 28 May
	2021 at 4:00 p.m., notice of which is set out on pages
	AGM-1 to AGM-5 of this circular, or any adjournment
	thereof
''Article''	the articles of association of the Company, as amended
	from time to time
''Audit Committee''	the audit committee of the Company
''Board''	the board of Directors
''Buy-back Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors to exercise all the powers of the
	Company to buy-back Shares up to a maximum of 10% of
	the total number of Shares in issue as at the date of passing
	of the resolution granting such mandate
''close associates''	has the meaning ascribed thereto under the Listing Rules
''Company''	Jintai Energy Holdings Limited 金泰能源控股有限公司, a
	company incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the Main Board
	of the Stock Exchange
''Convertible Notes''	the convertible notes in the aggregate principal amount of
	HK$110,952,907 issued by the Company to Win Win
	International Strategic Investment Funds SPC (for the
	account and on behalf of Win Win Stable No. 1 Fund SP),
	w h i c h w a s s u b s e q u e n t l y t r a n s f e r r e d t o Q I L U
	INTERNATIONAL FUNDS SPC (for the account and on
	behalf of ZHONGTAI DINGFENG CLASSIFIED FUND
	SP)
''core connected person(s)''	has the meaning ascribed thereto under the Listing Rules
''Director''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China

- 1 -

DEFINITIONS

''INED(s)''

''inside information''

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''Nomination Committee'' ''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Subsidiary''

''substantial shareholder'' ''Takeovers Code''

''%''

the independent non-executive Director(s)

has the meaning defined in the SFO as amended from time to time

the general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the resolution granting such mandate

21 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

the nomination committee of the Company

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

ordinary share(s) of nominal value HK$0.00125 each in the share capital of the Company

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

any company which is for the time being and from time to time a subsidiary (within the meaning ascribed thereto in the Listing Rules) of the Company, whether incorporated in Hong Kong or elsewhere and ''Subsidiaries'' shall be construed accordingly

has the meaning ascribed to it under the Listing Rules

the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong as amended, supplemented or otherwise modified from time to time

per cent.

- 2 -

LETTER FROM THE BOARD

JINTAI ENERGY HOLDINGS LIMITED

金泰能源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2728)

Executive Directors:	Registered Office:
Mr. Chen Jinle (Chairman of the Board)	Cricket Square
Mr. Yuan Hongbing (Chief Executive Officer)	Hutchins Drive
Mr. Lin Caihuo	P.O. Box 2681
	Grand Cayman KY1-1111
Non-Executive Director:	Cayman Islands
Mr. Wang Shoulei
	Principal place of business
Independent Non-Executive Directors:	in Hong Kong:
Mr. Tche Heng Hou Kevin	Suite 2601-2603, 26/F
Mr. Gao Han	Shui On Centre
Mr. Mak Tin Sang	6-8 Harbour Road
	Wan Chai, Hong Kong
	28 April 2021

To the Shareholders and for information only,

the holders of share options and convertible bonds of the Company

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES;
PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

1. RE-APPOINTMENTOF AUDITORS; AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to give you notice of the Annual General Meeting and details of the following resolutions which, together with other ordinary business, will be proposed at the Annual General Meeting for consideration and, where appropriate, approval of the Shareholders:

to grant the Issue Mandate and the extension thereof to the Directors;
to grant the Buy-back Mandate to the Directors;

- 3 -

LETTER FROM THE BOARD

to re-elect the Directors; and
to re-appoint auditors.

The notice of Annual General Meeting is set out on pages AGM-1 to AGM-5 of this circular.

ISSUE MANDATE AND BUY-BACK MANDATE

At the annual general meeting of the Company held on 29 May 2020, resolutions were passed by the Shareholders, among other things, to grant general and unconditional mandates to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares and to buy-back Shares. Such general mandates will lapse at the conclusion of the Annual General Meeting. Accordingly, the Company proposes to seek approval of the Shareholders at the Annual General Meeting to grant new general mandates to the Directors to exercise the above powers.

The Issue Mandate and the Buy-back Mandate shall be effective until whichever is the earliest of:

the conclusion of the next annual general meeting of the Company (the ''Next Annual General Meeting''); or
the expiration of the period within which the Next Annual General Meeting is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Buy-back Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I to this circular.

Issue Mandate

An ordinary resolution will be proposed at the Annual General Meeting which, if passed, will give the Directors a general and unconditional mandate to allot, issue and otherwise deal with new Shares at any time until the Next Annual General Meeting following the passing of the resolution or such earlier date as stated in the resolution up to a maximum of 20% of the total number of Shares in issue as at the date of passing of the resolution.

- 4 -

LETTER FROM THE BOARD

Assuming no further Shares are issued or repurchased prior to the Annual General Meeting and based on the total number of Shares in issue of 4,455,020,888 Shares as at the Latest Practicable Date, the Company would be allowed to allot and issue a maximum of 891,004,177 new Shares under the Issue Mandate. Subject to the passing of the ordinary resolution granting the Issue Mandate and on the assumption that (i) all 608,500,000 outstanding share options are exercised; (ii) all Convertible Notes convertible into 828,006,769 Shares are converted in full prior to the Annual General Meeting; and (iii) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the Annual General Meeting, the number of Shares in issue as at the date of the passing of the ordinary resolution granting the Issue Mandate will be 5,891,527,657 Shares and therefore, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 1,178,305,531 Shares, representing 20% of the total number of Shares in issue at the time of the passing of the ordinary resolution. In addition, an ordinary resolution will be proposed to authorise extension of the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Buy-back Mandate.

Buy-back Mandate

An ordinary resolution will also be proposed at the Annual General Meeting which, if passed, will give the Directors a general and unconditional mandate to repurchase the Shares at any time until the Next AGM following the passing of the resolution or such earlier date as stated in the resolution up to a maximum of 10% of the total number of Shares in issue at the date of the passing of the resolution.

Assuming no further Shares are issued or repurchased prior to the Annual General Meeting and based on the issued share capital of the Company of 4,455,020,888 Shares as at the Latest Practicable Date, the Company would be allowed to repurchase a maximum of 445,502,088 Shares under the Buy-back Mandate. Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the assumption that (i) all 608,500,000 outstanding share options are exercised; (ii) all Convertible Notes convertible into 828,006,769 Shares are converted in full prior to the Annual General Meeting; and (iii) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the Annual General Meeting, the number of Shares in issue as at the date of the passing of the ordinary resolution granting the Repurchase Mandate will be 5,891,527,657 Shares and therefore, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 589,152,765 Shares, representing 10% of the total number of Shares in issue at the time of the passing of the ordinary resolution.

In addition, if the Buy-back Mandate is granted, another ordinary resolution will be proposed at the Annual General Meeting providing that any Shares repurchased under the Buy- back Mandate (up to a maximum of 10% of the total number of Shares in issue of the Company at the date of the granting of the Buy-back Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

An explanatory statement as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information regarding the Repurchase Mandate is set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 87, one-third of the Directors for the time being, or if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at every annual general meeting. A retiring Director shall be eligible for re-election.

In accordance with Article 87, Mr. Wang Shoulei, the non-executive Director, Mr. Tche Heng Hou Kevin and Mr. Gao Han, the INEDs, shall retire from his office by rotation and, being eligible, have offered themselves for re-election at the Annual General Meeting.

Recommendation of the Nomination Committee

The Nomination Committee had assessed and reviewed the written confirmation of independence of the INEDs, based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent. After considered the skills, experience, professional expertise of the Retiring Directors (the ''Retiring Directors''), independence of INEDs and current situation of board diversity, the Nomination Committee believe that the Retiring Directors are capable to provide good contributions to the Group. Therefore, the Nomination Committee nominated the retiring Directors, namely Mr. Wang Shoulei, Mr. Tche Heng Hou Kevin and Mr. Gao Han to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting. As a good corporate governance practice, each of the Retiring Directors who were members of the Nomination Committee have abstained from voting at the relevant Nomination Committee meeting on the respective propositions of their recommendations to the Board for re-election.

At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Mr. Wang Shoulei as non-executive Director, Mr. Tche Heng Hou Kevin and Mr. Gao Han as INEDs.

Particulars relating to Mr. Wang Shoulei, Mr. Tche Heng Hou and Mr. Gao Han, are set out in Appendix II to this circular.

PROPOSED RE-APPOINTMENT OF AUDITORS

The financial statements of the Group for the year ended 31 December 2020 were audited by Cheng & Cheng Limited Certified Public Accountants whose term of office will expire upon the conclusion of the Annual General Meeting.

The Board proposed to re-appoint Cheng & Cheng Limited Certified Public Accountants as the independent auditors of the Company and to hold office until the conclusion of the Next Annual General Meeting and to authorize the Board to fix their remunerations.

- 6 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The resolutions to be proposed at the Annual General Meeting are set out in full in the notice of Annual General Meeting on pages AGM-1 to AGM-5 of this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, at the Annual General Meeting, the chairman of the Meeting will exercise his power under Article 66 to put each of the resolutions set out in the notice of Annual General Meeting to be voted by way of poll.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of identifying shareholders who are entitled to attend the annual general meeting, the register of members of the Company will be closed from 25 May 2021 (Tuesday) to 28 May 2021 (Friday) (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the Annual General Meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 24 May 2021 (Monday).

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate and the Buy-back Mandate, the extension of the Issue Mandate by the Shares, the proposed re-appointment of auditors and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the Annual General Meeting.

- 7 -

LETTER FROM THE BOARD

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.

Your attention is drawn to the information set out in the appendices to this circular.

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

Yours faithfully,

By Order of the Board

Jintai Energy Holdings Limited

Yuan Hongbing

Chief Executive Officer

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Buy-back Mandate.

1. BUY-BACK OF SHARES FROM CORE CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing shares on the Stock Exchange from a ''core connected person'', that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,455,020,888 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Buy-back Mandate and on the basis that no further Shares are issued or bought-back by the Company prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy-back a maximum of 445,502,088 Shares.

3. REASONS FOR THE BUY-BACK

The Directors believe that the Buy-back Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Buy-back Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a buy- back will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

Pursuant to the Buy-back Mandate, buy-back would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the laws of the Cayman Islands and the memorandum of association of the Company and Articles of Association for such purpose.

An exercise of the Buy-back Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2020, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any buy-back in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

- I-1-

APPENDIX I	EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.16	0.147
May	0.163	0.144
June	0.155	0.137
July	0.141	0.129
August	0.141	0.13
September	0.138	0.128
October	0.131	0.126
November	0.147	0.092
December	0.146	0.132
2021
January	0.14	0.128
February	0.159	0.131
March	0.175	0.145
April (up to the Latest Practicable Date)	0.155	0.145

6. UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Buy-back Mandate is approved at the Annual General Meeting and exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a share buy-back, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

- I-2-

APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, as far as the Directors are aware, Mr. Lin Caihuo, a Director and a controlling Shareholder was interested in a total of 928,284,839 Shares, representing approximately 20.84% of the issued Shares of the Company. Ms. Lin Aihua (''Ms. Lin'') who is the spouse of Mr. Lin, was deemed to be interested in all Shares held by Mr. Lin by virtue of the SFO.

In the event that the Directors exercise in full the Buy-back Mandate, the percentage of shareholding of Mr. Lin would increase to approximately 23.16% of the total issued Shares of the Company. On the basis of the aforesaid increase of shareholding, the Directors are not aware of the consequences of such increases or as a result of buy-back of Shares that would result in any Shareholder or group of Shareholders acting in concert, Director, or other person holding 30% or more of the issued Shares becoming obliged to make a mandatory offer under the Takeovers Code.

As at the Latest Practicable Date, Mr. Chen Jinle (''Mr. Chen''), as the beneficial owner and through Oriental Gold Honour Joy International Holdings Limited, a company wholly- owned by Mr. Chen, directly and indirectly held a total of 908,220,273 Shares, representing approximately 20.39% of the issued Shares and is accordingly deemed to be interested in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

In the event that the Directors exercise in full the Buy-back Mandate, the percentage of shareholding of Mr. Chen would increase to approximately 22.65% of the total issued Shares of the Company. On the basis of the aforesaid increase of shareholding, the Directors are not aware of the consequences of such increases or as a result of buy-back of Shares that would result in any Shareholder or group of Shareholders acting in concert, Director, or other person holding 30% or more of the issued Shares becoming obliged to make a mandatory offer under the Takeovers Code.

The Directors have no present intention to exercise the Buy-back Mandate to such extent which would otherwise result in any Shareholder or group of Shareholders obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

8. SHARES BUY-BACKS MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- I-3-

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

The details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Mr. Wang Shoulei (王守磊)

Mr. Wang Shoulei, aged 38, has been the non-executive Director since April 2017. He graduated with a master's degree in Economics from Shanghai International Studies University. From December 2012 to June 2014, Mr. Wang was the Eastern China regional general manager and an executive director of the investment banking division of Zhongtai Financial International Limited (中泰金融國際有限公司) (''Zhongtai International''), the holding company of a substantial shareholder of the Company. He is mainly responsible for investment banking operations in overseas markets and has comprehensive experience in IPO, public bond issue, mergers and acquisitions, structured financing and independent financial advisor. He was the managing director of the global capital markets department of Zhongtai International from December 2014 to November 2017. He has also been a non-executive director of Starlight Culture Entertainment Group Limited, whose shares are listed on the Main Board of the Stock Exchange (stock code: 01159), since August 2017 and has retired as the non-executive director on 20 February 2020. Since November 2017, he has been the managing director and head of debt capital market, managing director and head of structured finance of Zhongtai International.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang had not held directorships in any other listed public companies in the last three years and had not held any other position with the Company and other members of the Group.

Save as disclosed above, Mr. Wang does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Wang does not have, directly or indirectly, any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Wang has entered into a letter of appointment with the Company for a term of three years commencing from 10 April 2020. Mr. Wang is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Wang is entitled to receive an annual emolument of HK$240,000, which was determined with reference to the prevailing market conditions and his qualifications, duties and responsibilities.

Save as aforesaid, there is no information in relation to Mr. Wang that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

- II-1-

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

Mr. Tche Heng Hou Kevin (謝慶豪)

Mr. Tche Heng Hou Kevin, aged 60, has been an INED of the Company since 25 June 2019. He also serves as a chairman of the audit committee and a member of each of the remuneration committee and the nomination committee. He obtained a master of professional accounting degree from University of Polytechnic Hong Kong in December 2005. Mr. Tche was admitted as an associate of Association of Chartered Certified Accountants in March 1997 and a certified public accountant of HKICPA in April 1997. In addition, he was admitted as a fellow member of Association of Chartered Certified Accountants in March 2002. He obtained the Practicing Certificate of HKICPA in January 1999 and was qualified as the Certified Dealmaker of the China Mergers & Acquisitions Association in February 2015.

He has many years of experience in accounting, auditing and corporate financial management. From 1989, he worked for Allied Overseas Investment Limited as a group finance manager. From May 1990 to July 1997, he worked for Distribution Services Limited as a group finance manager. From August 1997 to March 2000, he worked as an audit manager for Baker Tilly, a leading provider of accountancy and business services principally engaged in audit assurance, advisory and pre-IPO assignments. From March 2000 to January 2001, he served as a group financial controller, Asia Pacific Region, of USF Asia Group Limited. From February 2001 to December 2003, Mr. Tche worked as a regional financial controller of Hong Kong and China offices for ABX Logistics (Hong Kong) Limited. From February 2005 to October 2007, he served as a Finance Manager for South Mainland China Region of BAX Global Hong Kong, a subsidiary of Brinks group, which is listed on the main board of New York Stock Exchange. From April 2009 to December 2012, he worked as a finance director of Yatfai Group Limited.

Mr. Tche started up his accountancy and business consultancy firm in January 2013, which principally provided audit, assurance, taxation, management consulting, advisory and corporate services.

Mr. Tche has entered into an appointment letter with the Company for a term of one year commencing on 25 June 2020 subject to rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company. The director's fee of Mr. Tche is HK$15,000 per month, which is determined with reference to his responsibilities and prevailing market rate.

Save as disclosed above, as at the Latest Practicable Date, Mr. Tche had not held directorships in any other listed public companies in the last three years and had not held any other position with the Company and other members of the Group.

Mr. Tche does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Tche did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

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

Save as aforesaid, there is no information in relation to Mr. Tche that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

Mr. Gao Han (高寒)

Mr. Gao Han, aged 44, has been an INED of the Company since 29 October 2019. He also serves as a member of each of the remuneration committee, the audit committee and the nomination committee. He has been working in the financial industry for over 21 years, previously working with Goldman Sachs as a proprietary trader and working for China Investment Corporation (CIC) as Head of Trading. He later founded Sinolink Securities (HK) Co. Ltd.. Since 2016, He headed China team of HKEX group which designed and implemented stock connects, bond connects and various products and services. Mr. Gao was currently an independent non-executive director of China Asia Valley Group Limited (formerly known as China Graphene Group Limited) (stock code: 63) and retired as the independent non-executive director on 12 June 2020.

Mr. Gao obtained his Bachelor of Science degree from Tsinghua University, and Master degree in both Statistics and Computer Science and Doctor of Philosophy in Computer Science from the University of Chicago. Pursuant to an appointment letter entered into between Mr. Gao and the Company, Mr. Gao's appointment shall commence on 29 October 2020 for a term of one year and is subject to retirement by rotation and re-election according to the articles of association of the Company. Mr. Gao will receive HK$15,000 per month for being an INED of the Company which is determined with reference to his responsibilities and prevailing market rate.

Save as disclosed above, as at the Latest Practicable Date, Mr. Gao had not held directorships in any other listed public companies in the last three years and had not held any other position with the Company and other members of the Group.

Mr. Gao does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Gao did not have, directly or indirectly, any interest in Shares within the meaning of Part XV of the SFO.

Save as aforesaid, there is no information in relation to Mr. Gao that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

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