Hanhua Financial : Circular of the 2018 Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any content 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 Hanhua Financial Holding Co., Ltd., you should at once hand this circular, the enclosed proxy form and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

Hanhua Financial Holding Co., Ltd.*

ᖍശږછٰ΅Ϟࠢʮ̡

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

(Stock Code: 3903)

2018 ANNUAL REPORT

2018 REPORT OF THE BOARD OF DIRECTORS 2018 REPORT OF THE BOARD OF SUPERVISORS

2018 PROFIT DISTRIBUTION PLAN

RE-APPOINTMENT OF FINANCIAL AUDITING INSTITUTIONS

ELECTION AND APPOINTMENT OF MEMBERS TO THE THIRD SESSION OF THE BOARD OF DIRECTORS

ELECTION AND APPOINTMENT OF MEMBERS TO

THE THIRD SESSION OF THE BOARD OF SUPERVISORS PROPOSED APPROVAL OF THE ANNUAL PLAN OF EXTERNAL

GUARANTEE IN THE YEAR OF 2019

AND

NOTICE OF THE AGM

The Notice of the AGM of the Company to be held at Conference Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the PRC on Tuesday, 28 May 2019 at 10:00 a.m., is set out on pages 21 to 23 of this circular.

The proxy form for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the Company's H Share registrar (for holders of H Shares), Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and to the Company's registered office in the PRC (for holders of Domestic Shares), at 6-9, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the PRC as soon as possible and in any event not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Shareholders who intend to attend the AGM in person or by proxy should complete and return the reply slip to the Company's H Shares registrar (for holders of H Shares), Computershare Hong Kong Investor Services Limited or to the Company's registered office in the PRC (for holders of Domestic Shares) on or before Tuesday, 7 May 2019 in accordance with the instructions printed thereon.

12 April 2019

*

For identification purpose only

CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
MATTERS TO BE CONSIDERED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM, PROXY FORM, REPLY SLIP AND VOTING BY POLL . . . . . . . . . . . . . . . . .	8
CLOSURE OF REGISTER OF MEMBERS IN RESPECT OF
THE ENTITLEMENT TO ATTEND THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
10
21

APPENDIX I

-

BIOGRAPHIES OF NOMINATED DIRECTORS

AND SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expressions have the meanings set forth below:

"AGM"	the annual general meeting of the Company for 2018 to be
held on Tuesday, 28 May 2019 at 10:00 a.m. at Conference
Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei
District, Chongqing, the PRC
"Articles of Association"	the articles of association of the Company may be amended,
altered or supplemented by other means from time to time
"Board" or "Board of Directors"	the board of Directors of the Company
"Board of Supervisors"	the board of Supervisors of the Company
"Company"	Hanhua Financial Holding Co., Ltd.*€ᖍശږછٰ΅Ϟࠢ
ʮ̡, a joint stock limited liability company incorporated
in the PRC, the H Shares of which are listed and traded on
the Main Board of the Stock Exchange
"Company Law"	the Company Law of the People's Republic of China €ʕശ
ɛ͏΍ձ਷ʮ̡ج
"Director(s)"	director(s) of the Company
"Domestic Share(s)"	ordinary share(s) in the capital of the Company with a
nominal value of RMB1.00 each, which are subscribed for
or credited as paid up in Renminbi by PRC nationals and/or
entities incorporated in the PRC
"Group"	the Company and its subsidiaries
"H Share(s)"	ordinary share(s) in the capital of the Company with a
nominal value of RMB1.00 each, which are subscribed for
and traded in Hong Kong dollars and listed on the Main
Board of the Stock Exchange

DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issuance"	the issue of debt financing instruments in one or multiple
tranches within the cap amount of bond issuance stipulated
in the applicable laws
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Notice of the AGM"	the notice of the AGM
"PRC"	the People's Republic of China, and for the purpose of
this circular, excluding Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	the Domestic Share(s) and H Share(s)
"Shareholder(s)"	the holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supervisor(s)"	supervisor(s) of the Company
Note:

English names of PRC entities in this circular are included for illustration purpose only.

LETTER FROM THE BOARD

Hanhua Financial Holding Co., Ltd.*

ᖍശږછٰ΅Ϟࠢʮ̡

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

(Stock Code: 3903)

Executive Directors:	Registered Office:
Mr. Zhang Guoxiang (Chairman)	6-9, Building 2
Mr. Wang Dayong (Vice Chairman)	11 East Honghu Road
Mr. Cui Weilan	Yubei District
Chongqing
Non-executive Directors:
	the PRC
Mr. Tu Jianhua
Mr. Duan Xiaohua	Principal Place of Business
Ms. Liu Jiaoyang	in Hong Kong:
Ms. Liu Tingrong	31/F, Tower Two
Ms. Wang Fangfei	Times Square
Mr. Feng Yongxiang	1 Matheson Street
Mr. Liu Bolin	Causeway Bay
Hong Kong
Independent Non-executive Directors:
Mr. Bai Qinxian
Mr. Deng Zhaoyu
Mr. Qian Shizheng
Mr. Ng Leung Sing
Mr. Yuan Xiaobin
To the Shareholders
Dear Sir or Madam,

2018 ANNUAL REPORT

2018 REPORT OF THE BOARD OF DIRECTORS 2018 REPORT OF THE BOARD OF SUPERVISORS

2018 PROFIT DISTRIBUTION PLAN

RE-APPOINTMENT OF FINANCIAL AUDITING INSTITUTIONS

ELECTION AND APPOINTMENT OF MEMBERS TO THE THIRD SESSION OF THE BOARD OF DIRECTORS

ELECTION AND APPOINTMENT OF MEMBERS TO

THE THIRD SESSION OF THE BOARD OF SUPERVISORS PROPOSED APPROVAL OF THE ANNUAL PLAN OF EXTERNAL

GUARANTEE IN THE YEAR OF 2019

AND

NOTICE OF THE AGM

I. INTRODUCTION

This circular is to provide you with the Notice of the AGM and relevant information regarding the ordinary resolutions and special resolutions to be proposed at the AGM to allow you to consider to vote for or against or abstain from voting in respect thereof.

*

For identification purpose only