Hanhua Financial : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF GENERAL MEETING

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Hanhua Financial Holding Co., Ltd.*

瀚華金控股份有限公司

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

(Stock Code: 3903)

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

AND

RULES OF GENERAL MEETING

The board of directors (the "Board") of Hanhua Financial Holding Co., Ltd. (the "Company") hereby announces the proposed amendments to the Company's articles of association and the rules of general meeting.

According to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han[2019] No. 97)《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定 的批復》（國函〔2019 〕97 號）, the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in China and listed overseas shall be governed by the relevant provisions under the Company Law of the People's Republic of China, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies《(國務院關於股份有限公司境外募集股份及上市的 特 別規 定 》). Accordingly, the Company intends to amend the relevant provisions in the Articles of Association as follows:

	Before amendment	After amendment
1	Article 2	Article 2
	Established through sponsorship, the	Established through sponsorship, the
	Company was registered with the	Company was registered with the
	Chongqing Administration for Industry	Chongqing Administration for Industry
	and Commerce on March 13, 2013 and	and Commerce on March 13, 2013 and
	obtained the business license of an	obtained the business license of an
	enterprise with legal personality. The	enterprise with legal personality. The
	registration number of the Company's	unified social credit code of the
	business license is 500000000002364.	Company is 915000007626938433.
2	Article 66	Article 66
	When the Company is to hold a	When the Company is to hold a
	General Meeting of Shareholders, it	General Meeting of Shareholders, it

	shall issue a written notice 45 days	shall inform all Shareholders of the
	before the meeting, notifying all the	time and venue of the meeting and
	registered shareholders of the issues to	the matters to be considered thereat
	be reviewed at, and the date and venue,	20 days before the meeting is held,
	of the meeting. Shareholders who	and if it is an Extraordinary General
	intend to attend the relevant meeting	Meeting, 15 days before the meeting
	shall deliver the written reply on the	is held. If bearer shares are to be
	meeting attendance on the Company	issued by the Company, it shall
	20 days before the meeting is held.	announce the time and venue of the
	When calculating the number of days	meeting and the matters to be
	for the issuance of notices of General	considered thereat 30 days before
	Meeting of Shareholders, neither the	the meeting is held.
	meeting date nor the day the relevant	When calculating the number of
	notice is issued shall be included.	days for the issuance of notices of
	The issuance date of the notice sent as	General Meeting of Shareholders,
	per this article shall be the date on	neither the meeting date nor the day
	which the Company or the share	the relevant notice is issued shall be
	registry engaged by the Company	included.
	delivers the relevant notice to the post	The issuance date of the notice sent
	office for posting.	as per this article shall be the date
		on which the Company or the share
		registry engaged by the Company
		delivers the relevant notice to the
		post office for posting.
		If there are special provisions in the
		listing rules of the place where the
		company's shares are listed, such
		provisions shall prevail.
3	Article 68	Article 68
	The Company shall, based on the	This Article shall be deleted in its
	written replies received 20 days before	entirety.
	the General Meeting of Shareholder is	Article 69 of the original Articles of
	held, calculate the number of voting	Association shall change to Article
	shares represented by the shareholders	68 and the sequence numbers of the
	who intend to attend the meeting If the	remaining Articles shall be revised
	number of voting shares represented by	accordingly.
	the shareholders intending to attend the
	meeting exceeds more than half of the
	total number of the Company's voting
	shares, the Company may convene the
	General Meeting of Shareholders;
	otherwise, the Company shall within 5
	days notify the shareholders once again
	of the issues to be reviewed, and the
	date and the venue of the meeting in
	the form of public announcement.
	After such notification by public
	announcement, the Company may
	convene the General Meeting

	of .Shareholders.
	Issues not set out in the notice of
	Extraordinary General Meeting of
	Shareholders shall not be resolved at
	the meeting.
4	Article 70	Article 69
	Notice of the General Meeting of	Notice of the General Meeting of
	Shareholders shall be delivered to the	Shareholders shall be delivered to the
	shareholders (whether or not entitled to	shareholders (whether or not entitled to
	vote thereat) by courier or prepaid mail	vote thereat) by courier or prepaid mail
	at the recipient's address shown in the	at the recipient's address shown in the
	register of shareholder, or given by	register of shareholder, or given by
	way of a public announcement	way of a public announcement
	(including announcement published on	(including announcement published on
	the Company's website) provided that	the Company's website) provided that
	the Company has obtained prior	the Company has obtained prior
	written consent or implied consent	written consent or implied consent
	from the shareholders pursuant to	from the shareholders pursuant to
	relevant laws and regulations and the	relevant laws and regulations and the
	amended Listing Rules of Hong Kong.	amended Listing Rules of Hong Kong.
	For holders of domestic share, the	For holders of domestic share, the
	notice of the General Meeting of	notice of the General Meeting of
	Shareholders may also be given by	Shareholders may also be given by
	public announcement. Such notice	public announcement. Such notice
	shall be published in one or more	shall be published in one or more
	media designated by the securities	media designated by the securities
	regulator of the State Council and on	regulator of the State Council and
	the Company's website during the	on the Company's website during
	period between 45 and 50 days before	the period between 20 and 25 days
	the meeting is held. Once such	before the General Meeting of
	announcement is published, all holders	Shareholders is held or during the
	of domestic share shall be deemed to	period between 15 and 20 days
	have received notice of the General	before the Extraordinary General
	Meeting of Shareholders.	Meeting is held. Once such
		announcement is published, all holders
		of domestic share shall be deemed to
		have received notice of the General
		Meeting of Shareholders.
5	Article 115	Article 114
	When the Company is to hold a class	When the Company is to hold a class
	shareholders' meeting, it shall issue a	shareholders' meeting, it shall
	written notice 45 days before the	inform all Shareholders of the time
	meeting, notifying all the registered	and venue of the meeting and the
	shareholders of that class of the	matters to be considered thereat 20
	matters to be reviewed at and the date	days before the meeting is held, and
	and venue of the meeting.	if it is an Extraordinary General
	Shareholders that intend to attend the	Meeting, 15 days before the meeting
	meeting shall serve a written reply on	is held.

	the meeting attendance on the	If there are special provisions in the
	Company 20 days before the meeting	listing rules of the place where the
	is held.	company's shares are listed, such
	If the number of shares carrying the	provisions shall prevail.
	right to vote at the meeting represented
	by the shareholders intending to attend
	the meeting is more than half of the
	total number of shares of that class
	carrying the right to vote at the
	meeting, the Company may hold the
	class shareholders' meeting.
	Otherwise, the Company shall, within
	five days, inform the shareholders once
	again of the matters to be considered at
	and the date and place of the meeting
	in the form of a public announcement.
	After such notification by public
	announcement, the Company may hold
	the class shareholder's meeting.

Corresponding amendments will be proposed to be made to the Rules of General Meeting. Specific amendments have been set out in the circular of the Company dated 29 November 2019.

The First Extraordinary General Meeting in 2020 of the Company will be held at Conference Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the PRC on Wednesday, 15 January 2020, at 10:00 a.m. to consider and, if thought fit, approve the proposed amendments. Please also refer to the Notice of the First Extraordinary General Meeting in 2020 dated 29 November 2019 for further details.

The Board considers that the proposed amendments are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favor of the resolutions at the First Extraordinary General Meeting in 2020 as set out in the Notice of the First Extraordinary General Meeting in 2020.

By order of the Board

Hanhua Financial Holding Co., Ltd.

Zhang Guoxiang

Chairman of the Board

Beijing, the PRC, 2 December 2019

As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Guoxiang, Mr. WANG Dayong and Mr. CUI Weilan; the non-executive directors of the Company are Mr. TU Jianhua, Ms. LIU Jiaoyang, Ms. LIU Tingrong, Ms. WANG Fangfei, Mr. FENG Yongxiang and Mr. LIU Bolin; and the independent non-executive directors of the Company are Mr. BAI Qinxian, Mr. DENG Zhaoyu, Mr. QIAN Shizheng, Mr. NG Leung Sing

and Mr. YUAN Xiaobin.

* For identification purpose only