SFund International : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SFUND INTERNATIONAL HOLDINGS LIMITED

廣 州 基 金 國 際 控 股 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of SFund International Holdings Limited to be held at Boardroom 6, M/F., Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 1 June 2021 at 2:30 p.m. is set out on pages 17 to 21 of this circular. Whether or not you are able 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, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 (i.e. not later than 2:30 p.m. on Sunday, 30 May 2021 (Hong Kong (China) Time)) 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 (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

To safeguard the health and safety of Shareholders and to prevent the spreading of COVID-19, the following precautionary measures will be implemented at the Annual General Meeting:

• limiting the number of the attendees of the AGM to avoid over-crowding
• maintaining an appropriate social distancing between seats
• compulsory body temperature checks
• wearing of a face mask for each attendee
• no provision of drinks, refreshments or souvenirs

Any person who does not comply with the precautionary measures, has a body temperature above 37.3 degree Celsius may be denied entry into the AGM venue. Shareholders are reminded that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions on their behalf at the AGM as an alternative to attending the AGM in person.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the websites of the Company and the Stock Exchange for future announcements and updates on the AGM arrangements.

28 April 2021

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Proposed Grant of Issue Mandate, Repurchase Mandate and

	Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	8
Appendix II - Particulars of the Directors Proposed to be
	Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at
	Boardroom 6, M/F., Renaissance Harbour View Hotel
	Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on
	Tuesday, 1 June 2021 at 2:30 p.m., or any adjournment
	thereof and notice of which is set out on pages 17 to 21 of
	this circular

''Articles of Association''

''associates(s)''

''Board''

''Companies Law''

''Company''

''Director(s)''

''Extension Mandate''

''Group''

''HK$''

''Hong Kong''

the articles of association of the Company as amended from time to time

has the meaning ascribed to it under the Listing Rules

the board of Directors

the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

SFund International Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

the director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that the Issue Mandate be extended by the addition to the total number of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate of an amount representing the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended number of Shares will not exceed 10% of the total number of the Shares in issue on the date of the resolution approving the Issue Mandate

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

- 1 -

DEFINITIONS

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''Takeovers Code''

''%''

a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and/or deal in additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

22 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

ordinary share(s) of HK$0.01 each in the share capital of the Company

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

The Code on Takeovers and Mergers as approved by the Securities and Futures Commission of Hong Kong

per cent.

- 2 -

LETTER FROM THE BOARD

SFUND INTERNATIONAL HOLDINGS LIMITED

廣 州 基 金 國 際 控 股 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367)

Executive Directors:	Registered Office:
Mr. LI Qing (Chairman)	Cricket Square
Mr. LAM Kwan Sing (Chief Executive Officer)	Hutchins Drive
Mr. YU Wenhao	P.O. Box 2681
Ms. WANG Mengsu	Grand Cayman KY1-1111
Mr. LIN Qiansheng	Cayman Islands
Mr. HON Ming Sang
	Principal place of Business
Independent Non-executive Directors:	in Hong Kong:
Mr. FOK Ho Yin, Thomas	Suites 904-5
Mr. CHAN Wai Cheung, Admiral	9/F., Great Eagle Centre
Mr. LAM Ho Pong	23 Harbour Road
	Wanchai, Hong Kong
	28 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (i) the grant of Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors; and (ii) the re-election of Directors, and to give you notice of the AGM.

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LETTER FROM THE BOARD

2. PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the last annual general meeting of the Company held on 2 June 2020, the Directors were granted (a) a general and unconditional mandate to allot, issue and deal with additional Shares not exceeding 20% of the total number of Shares in issue on the date of passing of the relevant ordinary resolution; (b) a general and unconditional mandate to repurchase Shares with a total number of Shares not exceeding 10% of the total number of Shares in issue on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the total number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of such resolution; and
3. to grant the Extension Mandate to the effect that the Issue Mandate be extended by the addition to the total number of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate of an amount representing the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended number of Shares will not exceed 10% of the total number of the Shares in issue on the date of the resolution approving the Issue Mandate.

The full text of above resolutions are set out in resolutions numbered 4 to 6 as set out in the notice of the AGM contained in pages 17 to 21 of this circular.

As at the Latest Practicable Date, a total of 480,000,000 Shares were in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 96,000,000 Shares, representing 20% of the total number of Shares in issue as at the date of the AGM.

- 4 -

LETTER FROM THE BOARD

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting of the Company is required to be held by the Companies Law or the Articles of Association; or (c) the passing of an ordinary resolution by the Shareholders in general meeting of the Company revoking or varying the authority given to the Directors by this resolution.

Under the Rule 10.06(1)(b) of the Listing Rules, the Company is required to give the Shareholders all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Executive Directors are Mr. Li Qing, Mr. Lam Kwan Sing, Mr. Yu Wenhao, Ms. Wang Mengsu, Mr. Lin Qiansheng and Mr. Hon Ming Sang and the Independent Non-executive Directors are Mr. Fok Ho Yin, Thomas, Mr. Chan Wai Cheung, Admiral and Mr. Lam Ho Pong.

Pursuant to Article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his/her appointment and be subject to re-election at such meeting. Accordingly, Mr. Yu Wenhao and Mr. Lin Qiansheng, being Directors appointed after the annual general meeting of the Company held on 2 June 2020, shall retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.

Pursuant to Article 84 of the Articles of Association, at every annual general meeting of the Company, one-third of the Director for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Mr. Hon Ming Sang, Mr. Fok Ho Yin, Thomas and Mr. Lam Ho Pong, therefore, shall retire from office as Directors by rotation and, being eligible, offer themselves for re-election.

On 30 March 2021, the Nomination Committee of the Company (the ''Nomination Committee'') having reviewed the Board's composition, with reference to the nomination policy (the ''Nomination Policy'') laid down by the Board, nominated Mr. Yu Wenhao, Mr. Lin Qiansheng, Mr. Hon Ming Sang, Mr. Fok Ho Yin, Thomas and Mr. Lam Ho Pong to the Board for it to recommend to Shareholders for re-election at the AGM.

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LETTER FROM THE BOARD

Mr. Fok Ho Yin, Thomas, who is the chairman of the Nomination Committee and Mr. Lam Ho Pong, who is a member of the Nomination Committee, respectively abstained from discussing and voting on the nomination when they were being considered. The nominations were made in accordance with the Nomination Policy and the diversity aspects (including but not limited to, gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge), as set out under the board diversity policy, were considered.

On 30 March 2021, the Board accepted Nomination Committee's nominations and recommended them to stand for re-election by Shareholders at the AGM. The Board considers that the re-election of above-named Directors is in the best interests of the Company and Shareholders as a whole. Mr. Yu Wenhao, Mr. Lin Qiansheng, Mr. Hon Ming Sang, Mr. Fok Ho Yin, Thomas and Mr. Lam Ho Pong abstained from discussion and voting at the Board meeting regarding their respective nominations.

Particulars of each of the Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

4. AGM AND PROXY ARRANGEMENT

A notice covering the AGM is set out on pages 17 to 21 of this circular. At the AGM, resolutions will be proposed to the Shareholders for approval regarding, inter alia, the proposed grant of Issue Mandate, Repurchase Mandate and Extension Mandate and the re-election of the Directors.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM in person, you are requested to complete, sign 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, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 2:30 p.m. on Sunday, 30 May 2021 (Hong Kong (China) Time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 26 May 2021 (Hong Kong (China) time).

- 6 -

LETTER FROM THE BOARD

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of the AGM will be taken by way of poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. 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.

8. RECOMMENDATION

The Directors consider that the proposed resolutions set out in the notice of the AGM including (a) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (b) the re-election of the Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

9. GENERAL

Your attention is also drawn to the additional information set out in the Appendices to this circular.

10. 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

SFund International Holdings Limited

Li Qing

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by rule 10.06(1)(b) of the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

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.

SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 480,000,000 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 48,000,000 Shares.

REASONS FOR REPURCHASE

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 the Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

SOURCE OF FUNDS

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles of Association, the Companies Law, the Listing Rules and the applicable laws of the Cayman Islands. A listed company shall not repurchase 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. Under the Companies Law, repurchases by the company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares of the company made for the purpose, or out of capital if immediately following the date on which the payment out of capital is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business. Any premium payable on a repurchase over the par value of the shares of the company to be repurchased must be provided for out of profits of the company or out of the company's share premium account.

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

IMPACT OF THE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. 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 of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorized to make repurchase of the Shares.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a 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, the Shareholders are Plus Value International Limited (''Plus Value'') and SFund International Investment Fund Management Limited which were recorded in the register required to be kept by the Company under Section 336 of the SFO. Plus Value is beneficially interested in 177,300,000 Shares, representing 36.93% of the total issued Shares. SFund International Investment Fund Management Limited is interested in 139,200,000 Shares, representing 29.00% of the total issued Shares. In the event that the Directors exercise the proposed Repurchase Mandate in full, the interests of Plus Value and SFund International Investment Fund Management Limited would be increased to 41.04% and 32.22% of the total issued Shares respectively. Accordingly, the increase in shareholding of Plus Value and SFund International Investment Fund Management Limited would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

SHARE REPURCHASE MADE BY THE COMPANY

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

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 months immediately preceding the Latest Practicable Date:

	Price per Share
Month	Highest	Lowest
	HK$	HK$
2020
April	0.87	0.43
May	0.90	0.41
June	0.68	0.49
July	0.72	0.50
August	1.38	0.45
September	1.00	0.57
October	0.84	0.36
November	0.48	0.31
December	0.45	0.35
2021
January	0.81	0.36
February	0.55	0.49

Trading in the Shares on the Stock Exchange has been suspended since 8 February 2021 until further notice. In this regard, no reference is made to the closing price per Share as quoted on the Stock Exchange preceding the Latest Practicable Date. The closing price per Share as at 5 February 2021, being the full trading day immediately prior to the suspension of trading in the Shares on the Stock Exchange, was HK$0.51.

- 10 -

APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The following are the particulars of the Directors (as required by the Listing Rules) who are subject to re-election at the AGM.

1. Mr. Yu Wenhao

Mr. Yu Wenhao (''Mr. Yu''), aged 50, was appointed as an Executive Director of the Company with effect from 15 October 2020. He is responsible for fund management. He has over 10 years of working experience in finance and fund management. He is currently the deputy general manager of 廣州匯垠天粵股權投資基金管理有限公司 (Guangzhou Huiyin Tianyue Equity Investment Fund Management Co., Ltd.*), a parent company of SFund International Investment Fund Management Limited (a substantial shareholder of the Company) and a director of 湖南匯垠天星股權投資私募基金管理有限公司 (Hunan Huiyin Tianxing Private Equity Investment Fund Management Co., Ltd.*) (''Hunan Huiyin Tianxing''), which is a 51%-owned subsidiary of the Company. He is also the legal representative of a wholly owned subsidiary of Hunan Huiyin Tianxing. From 2016 to 2019, he was the chairman of Hunan Huiyin Tianxing.

Mr. Yu graduated from 長沙交通學院 (Changsha Communications University*) with a bachelor's degree in Finance in 1993 and obtained a master's degree in Business Administration for Senior Management from 華南理工大學 (South China University of Technology*) in 2011. Mr. Yu is an Intermediate Economist and possesses the qualification certificate of Assistant Accountant.

As at the Latest Practicable Date, Mr. Yu was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Yu has entered into a letter of appointment with the Company for a term of three years commencing on 15 October 2020 which term will continue and he is subject to reelection and retirement by rotation at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Yu is entitled to a director's remuneration of HK$10,000 per month, renewal a letter of appointment with the Company on 1 December 2020 and no remuneration for serving as an Executive Director, which was determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to his qualification, experience, duties and responsibilities with the Company and the market rate for his position.

- 11 -

APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as aforementioned, Mr. Yu is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Yu did not hold any directorships in other listed company in the past three years prior to the Latest Practicable Date. There are no information relating to Mr. Yu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

1. Mr. Lin Qiansheng

Mr. Lin Qiansheng (''Mr. Lin''), aged 47, was appointed as an Executive Director of the Company with effect from 15 October 2020. He is also a director of Billion Unison Limited (a wholly owned subsidiary of the Company). Mr. Lin has over 15 years of working experience in acting as chief financial officer of multinational and listed company. He is responsible for advising on finance and investment planning. Mr. Lin possesses international vision and comprehensive knowledge in investment and fund management. He is currently the chief financial officer of SFund International Investment Fund Management Limited which a substantial shareholder of the Company.

Mr. Lin graduated from 廣東外語外貿大學 (Guangdong University of Foreign Studies, China*) with a bachelor's degree in Accounting in 1996 and obtained a Master of Business Administration from Concordia University, Canada in 2002. Mr. Lin is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and possesses the qualification certificate of the American Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Lin was not interest or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Lin has entered into a letter of appointment with the Company for a term of three years commencing on 15 October 2020 which term will continue and he is subject to reelection and retirement by rotation at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Lin is entitled to a director's remuneration of HK$10,000 per month, renewal a letter of appointment with the Company on 1 December 2020 and no remuneration for serving as an Executive Director, which was determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to his qualification, experience, duties and responsibilities with the Company and the market rate for his position.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as aforementioned, Mr. Lin is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Lin did not hold any directorships in other listed company in the past three years prior to the Latest Practicable Date. There are no information relating to Mr. Lin that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

1. Mr. Hon Ming Sang

Mr. Hon Ming Sang (''Mr. Hon''), aged 42, was appointed as an Independent Non-executive Director, a member of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Corporate Governance Committee of the Company with effect from 29 November 2016. He subsequently resigned as Independent Non-executive Director, a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee but remains as a member of the Corporate Governance Committee of the Company and re-designated as Executive Director with effect from 7 February 2017. Mr. Hon was appointed as the Company Secretary, Authorised Representative of the Company under Rule 3.05 of the Listing Rules and the Process Agent of the Company on 7 July 2017. He is also a director of certain subsidiaries of the Company. He is responsible for investment, financial management and compliance services of the Group. Mr. Hon has previously worked in an international audit firm and has over 12 years of working experience in listed companies and financial institutions. He has extensive experience in corporate finance, merger and acquisition, investment and financial management and compliance services. Mr. Hon is currently an independent non-executive director of CEFC Hong Kong Financial Investment Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1520). On 24 June 2020, Mr. Hon has been appointed as an independent non-executive director of Finsoft Financial Investment Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 8018). On 6 November 2020, Mr. Hon has been appointed as an independent non-executive director of Asia Energy Logistics Group Limited (a company listed on the Main Board of Stock Exchange, stock code: 351).

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Hon obtained an honor degree of Professional Accountancy in the School of Accountancy from The Chinese University of Hong Kong. He is a CFA charterholder. He is also a member of The Hong Kong Society of Financial Analysts, a member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, an associate member of The Hong Kong Institute of Chartered Secretaries and an associate member of The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators).

As at the Latest Practicable Date, Mr. Hon was not interest or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Hon has entered into a letter of appointment with the Company for a term of three years commencing on 7 February 2017 which term will continue and he is subject to reelection and retirement by rotation at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Hon is entitled to a director's remuneration of HK$100,000 per month payable on a 13-months basis and discretionary bonus, which was determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to his qualification, experience, duties and responsibilities with the Company and the market rate for his position.

Save as aforementioned, Mr. Hon is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Hon did not hold any directorships in other listed company in the past three years prior to the Latest Practicable Date. There are no information relating to Mr. Hon that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

1. Mr. Fok Ho Yin, Thomas

Mr. Fok Ho Yin, Thomas (''Mr. Fok''), aged 49, was appointed as an Independent Non-executive Director, the chairman of each of the Audit Committee, Remuneration Committee and the Nomination Committee of the Company and a member of the Corporate Governance Committee of the Company with effect from 29 November 2016. He has extensive experience in the field of corporate finance and, in particular, in equity financing and financial restructuring. Mr. Fok is currently an independent non-executive director of DaFa Properties Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 6111). Mr. Fok was also an independent non-executive director of Landing International Development Limited (a company listed on the Main Board of the Stock Exchange, stock code: 582) from 11 June 2010 to 27 June 2019 and China Smarter Energy Group Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1004) from 31 August 2007 to 10 June 2020.

Mr. Fok is members of the Hong Kong Institute of Certified Public Accountants and CPA Australia. He is also a Chartered Financial Analyst.

As at the Latest Practicable Date, Mr. Fok was not interest or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Fok has entered into a letter of appointment with the Company for a term of three years commencing on 29 November 2016 which term will continue and he is subject to reelection and retirement by rotation at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Fok is entitled to a director's remuneration of HK$20,000 per month and discretionary bonus, which was determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to his qualification, experience, duties and responsibilities with the Company and the market rate for his position.

Save as aforementioned, Mr. Fok is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Fok did not hold any directorships in other listed company in the past three years prior to the Latest Practicable Date. There are no information relating to Mr. Fok that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

1. Mr. Lam Ho Pong

Mr. Lam Ho Pong (''Mr. Lam''), aged 35, was appointed as an Independent Non- executive Director, a member of each of the Audit Committee, the Remuneration Committee, the Nomination Committee and the Corporate Governance Committee of the Company with effect from 7 February 2017. He has extensive experience in accounting and auditing fields. Mr. Lam was an executive director of Finsoft Financial Investment Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 8018) from 5 December 2019 to 31 July 2020.

Mr. Lam graduated from the City University of Hong Kong with a degree in Bachelor of Business Administration (Honours) in Accountancy. Mr. Lam is a member of the Hong Kong Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Lam was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Lam has entered into a letter of appointment with the Company for a term of three years commencing on 7 February 2017 which term will continue and he is subject to re-election and retirement by rotation at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Lam is entitled to a director's remuneration of HK$20,000 per month and discretionary bonus, which was determined by the Board based on the recommendations of the Remuneration Committee of the Company, with reference to his qualification, experience, duties and responsibilities with the Company and the market rate for his position.

Save as aforementioned, Mr. Lam is not connected with any existing Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Lam did not hold any directorships in other listed company in the past three years prior to the Latest Practicable Date. There are no information relating to Mr. Lam that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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NOTICE OF THE AGM

SFUND INTERNATIONAL HOLDINGS LIMITED

廣 州 基 金 國 際 控 股 有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1367)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of SFund International Holdings Limited (the ''Company'') will be held at Boardroom 6, M/F., Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 1 June 2021 at 2:30 p.m. (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

AS ORDINARY BUSINESS:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries together with the directors' report and the independent auditor's report for the financial year ended 31 December 2020;
2. (a) To re-elect, each as a separate resolution, the following persons as directors of the Company (the ''Directors''):
3. 1. 1. Mr. Yu Wenhao as an Executive Director;
      2. Mr. Lin Qiansheng as an Executive Director;
      3. Mr. Hon Ming Sang as an Executive Director;
      4. Mr. Fok Ho Yin, Thomas as an Independent Non-executive Director; and
      5. Mr. Lam Ho Pong as an Independent Non-executive Director;
   2. To authorize the board of Directors (the ''Board'') of the Company to fix the remuneration of the Directors;
4. To re-appoint ZHONGHUI ANDA CPA LIMITED as auditor of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF THE AGM

AS SPECIAL BUSINESS, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

4. ''THAT:

1. subject to paragraph 4 (c) below, pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with any additional shares in the share capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph 4 (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);
3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 4 (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares of the Company 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 in force from time to time; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of shares of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE AGM

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

''Rights Issue'' means an offer of shares of the Company, or offer or issue of warrants, options or other securities of the Company giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of member on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion 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 any recognized regulatory body or any stock exchange in, any territory applicable to the Company).''

5. ''THAT:

1. subject to paragraph 5 (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on the Stock Exchange or any other exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

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NOTICE OF THE AGM

1. the total number of the issued shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph 5 (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution and the authority pursuant to paragraph 5(a) above shall be limited accordingly; and
2. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''

6. ''THAT conditional upon resolution nos. 4 and 5 above being passed, the total number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution no. 5 above shall be added to the total number of shares of the Company that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to resolution no. 4 above, provided that such number shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution.''

By order of the Board

SFund International Holdings Limited

Li Qing

Chairman

Hong Kong (China), 28 April 2021

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NOTICE OF THE AGM

Notes:

1. Any shareholders entitled to attend and vote at the meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder.
2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarial certified copy of that power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 2: 30 p.m. on Sunday, 30 May 2021 (Hong Kong (China) Time)) or any adjournment thereof.
3. The register of members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021 (both days inclusive) during which period no transfer of shares will be registered. In order to determine the entitlement of shareholders of the Company to attend and vote at the meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4: 00 p.m. on Wednesday, 26 May 2021 (Hong Kong (China) time).
4. According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at general meeting of the Company must be taken by poll. Therefore, all proposed resolutions put to the vote at the meeting will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
5. If Typhoon Signal No. 8 or above is hoisted, ''extreme conditions'' caused by super typhoons or a ''black'' rainstorm warning signal is in force in Hong Kong at any time after 11:30 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.1367.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify the Company's shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Executive Directors are Mr. Li Qing, Mr. Lam Kwan Sing, Mr. Yu Wenhao, Ms. Wang Mengsu, Mr. Lin Qiansheng and Mr. Hon Ming Sang, and the Independent Non-executive Directors are Mr. Fok Ho Yin, Thomas, Mr. Chan Wai Cheung, Admiral and Mr. Lam Ho Pong.

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