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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Holly Futures (a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

This circular is for information purposes only and does not constitute an offer or invitation to acquire, purchase or subscribe for securities of the Company.

Holly Futures

(a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese

corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(Stock Code: 3678)

  1. TO FURTHER EXTEND THE VALIDITY PERIOD OF THE RESOLUTIONS AT THE GENERAL MEETING RELATING TO THE APPLICATION
    FOR THE A SHARE OFFERING AND LISTING AND

FURTHER EXTEND THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED

TO THE BOARD TO APPLY FOR THE A SHARE OFFERING AND LISTING

    1. PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR
  1. PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
      1. PROPOSED AMENDMENTS TO THE ARTICLES
        1. PROPOSED CHANGE OF AUDITORS
    1. NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING
  1. NOTICE OF THE 2019 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING AND
    1. NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING

A letter from the Board is set out on pages 5 to 14 of this circular.

Notices dated Monday, 30 September 2019 convening the New EGM, the New Domestic Shareholders' Class Meeting and the New H Shareholders' Class Meeting to be held at the Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the PRC at 2 p.m. on Friday, 15 November 2019 are set out on pages EGM-1 to EGM-3,DSCM-1 to DSCM-3 and HSCM-1 to HSCM-3 of this circular, respectively. Shareholders who intend to attend the New EGM and/or the New Class Meeting(s) (as the case maybe) should complete the reply slip and return it by hand or by post to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or to the headquarters in the PRC of the Company (for holders of Domestic Shares) on or before Saturday, 26 October 2019 (as the case may be).

Shareholders who are entitled to attend and vote at the New EGM and/or the New Class Meeting(s) may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the form of proxy for the New EGM and/or the New Class Meeting(s) must be deposited by hand or post, for holders of H Shares, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and, for holders of Domestic Shares, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the such meeting(s) (or any adjournment thereof) (i.e. not later than 2 p.m. on Thursday, 14 November 2019) for taking the poll. If the form of proxy is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the form of proxy. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the New EGM and/or the New Class Meeting(s) or any adjourned meetings should they so wish.

17 October 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

APPENDIX I - PARTICULARS OF THE PROPOSED A SHARE

OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

APPENDIX II - PARTICULARS OF THE AUTHORISATION TO

THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING . . EGM-1

NOTICE OF THE 2019 FIRST DOMESTIC SHAREHOLDERS'

CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DSCM-1

NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING . . . .

HSCM-1

- i -

DEFINITIONS

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

"2017 Class Meetings"

the Domestic Shareholders' class meeting and the H

Shareholders' class meeting of the Company held on 20

November 2017

"2017 EGM"

the extraordinary general meeting of the Company held

on 20 November 2017

"2017 EGM Circular"

the circular of the Company dated 3 November 2017

"2018 Class Meetings"

the Domestic Shareholders' class meeting and the H

Shareholders' class meeting held on 15 November 2018

"2018 EGM"

the extraordinary general meeting of the Company held

on 15 November 2018

"2018 EGM Circular"

the circular of the Company dated 28 September 2018,

in relation to, among other things, the extension of the

validity period of the resolutions relating to application

of initial public offering and listing of A Shares and the

extension of the validity period of the authorisation

granted to the Board to apply for the A Share Offering

and listing of A Shares

"2018 Supplemental Circular"

the supplemental circular of the Company dated 16

October 2018, in relation to, among other things, the

extension of the validity period of the resolutions

relating to the A Share Offering and listing of A Shares

and the extension of the validity period of the

authorisation granted to the Board to apply for the A

Share Offering and listing of A Shares

"A Share Offering"

the Company's proposed initial public offering of not

more than 120,000,000 A Shares, which are proposed

to be listed on the Shenzhen Stock Exchange

"A Share(s)"

ordinary share(s) proposed to be issued by the

Company pursuant to the A Share Offering and

subscribed for in RMB

"Articles"

the articles of association of the Company, as amended

from time to time

"Board"

the board of Directors

- 1 -

DEFINITIONS

"Board Authorisation Further

the proposed resolution to extend the validity period of

Extension Resolution"

the authorisation granted to the Board to apply for the

A Share Offering and listing, and will be extended to

12 months commencing from the date of the New EGM

and the New Class Meeting(s) for considering and

approving such resolution

"Company"

Holly Futures Co., Ltd.(弘業期貨股份有限公司), a joint

stock limited company established under the laws of

the PRC on 29 November 2012, whose H Shares are

listed and traded on the Stock Exchange (stock code:

3678)

"Companies Ordinance"

The Companies Ordinance (Chapter 622 of the Laws of

Hong Kong), as amended, supplemented or otherwise

modified from time to time

"connected person(s)"

has the meaning ascribed thereto under the Listing

Rules

"CASBE"

China Accounting Standards for Business Enterprises

"CSRC"

China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

the ordinary share(s) in the capital of the Company

with a nominal value of RMB1 each, which are

subscribed for or credited as paid up in RMB

"Domestic Shareholder(s)"

holder(s) of Domestic Share(s)

"Further Extension Resolutions"

the Share Offering Further Extension Resolution and/or

the Board Authorisation Further Extension Resolution

(as the case may be)

"Group"

the Company and its subsidiaries

"H Share(s)"

overseas listed foreign ordinary shares in the share

capital of the Company with a nominal value of RMB1

each listed on the Main Board

"H Shareholder(s)"

holder(s) of H Share(s)

"HKFRSs"

Hong Kong Financial Reporting Standards

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

- 2 -

DEFINITIONS

"Latest Practicable Date"

11 October 2019, being the latest practicable date prior

to the printing of this circular for ascertaining certain

information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"Main Board"

the stock exchange (excluding the option markets)

operated by the Stock Exchange which is independent

from and operated in parallel with the GEM of the

Stock Exchange

"New Class Meeting(s)"

the New H Shareholders' Class Meeting and/or the

New Domestic Shareholders' Class Meeting (as the

case may be)

"New Domestic Shareholders'

the class meeting of the Domestic Shareholders to be

Class Meeting"

convened and held on or around 15 November 2019 (or

any adjournment thereof) immediately after the

conclusion of the New EGM to be held on the same

date at the same place (or any adjournment thereof)

"New EGM"

the extraordinary general meeting of the Company to

be held on 15 November 2019 (or any adjournment

thereof)

"New H Shareholders' Class

the class meeting of the H Shareholders to be convened

Meeting"

and held on or around 15 November 2019 (or any

adjournment thereof) immediately after the conclusion

of the New Domestic Shareholders' Class Meeting to

be held on the same date at the same place (or any

adjournment thereof)

"PRC"

the People's Republic of China which shall, for the

purpose of this circular, excludes Hong Kong, the

Macau Special Administrative Region of the PRC and

Taiwan

"RMB"

Renminbi, lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong), as amended, supplemented or

otherwise modified from time to time

"Share(s)"

share(s) with a nominal value of RMB1 each in the

share capital of the Company, including the Domestic

Shares and H Share(s)

- 3 -

DEFINITIONS

"Shareholder(s)"

holder(s) of the Share(s)

"Share Offering Further

the proposed resolution to extend the validity period of

Extension Resolution"

the resolutions at the general meeting relating to the

application for the A Share Offering and listing, and

will be extended to 12 months commencing from the

date of the New EGM and the New Class Meeting(s)

for considering and approving such resolution

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"subsidiary(ies)"

has the meaning ascribed thereto under the Listing

Rules

- 4 -

LETTER FROM THE BOARD

Holly Futures

(a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese

corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(Stock Code: 3678)

Executive Directors:

Registered Office and Headquarters

Mr. Zhou Yong(周勇)(Chairman)

in the PRC:

Ms. Zhou Jianqiu(周劍秋)

No. 50 Zhonghua Road

Nanjing, the PRC

Non-executive Directors:

Mr. Xue Binghai(薛炳海)

Place of Business in Hong Kong

Mr. Shan Bing(單兵)

registered under Part 16 of the

Companies Ordinance:

Independent non-executive Directors:

40th Floor, Sunlight Tower

Mr. Zhang Hongfa(張洪發)

No. 248 Queen's Road East

Mr. Lam Kai Yeung(林繼陽)

Wanchai, Hong Kong

Mr. Wang Yuetang(王躍堂)

17 October 2019

To the Shareholders

Dear Sir or Madam,

  1. TO FURTHER EXTEND THE VALIDITY PERIOD OF THE RESOLUTIONS AT THE GENERAL MEETING RELATING TO THE APPLICATION

FOR THE A SHARE OFFERING AND LISTING AND

FURTHER EXTEND THE VALIDITY PERIOD OF THE AUTHORISATION GRANTED

TO THE BOARD TO APPLY FOR THE A SHARE OFFERING AND LISTING

    1. PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR
  1. PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
      1. PROPOSED AMENDMENTS TO THE ARTICLES
        1. PROPOSED CHANGE OF AUDITORS
    1. NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING
  1. NOTICE OF THE 2019 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING AND
    1. NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING
  1. INTRODUCTION
    References are made to the announcements published by the Company dated 24

September 2019 and 30 September 2019 which include certain resolutions to be proposed at the New EGM and the New Class Meetings in relation to the Further Extension Resolutions, and certain resolutions to be proposed at the New EGM in relation to the proposed

- 5 -

LETTER FROM THE BOARD

appointment of a non-executive Director, the proposed appointment of an independent non-executive Director, the proposed amendments to the Articles and the proposed change of auditors of the Company.

The Board approved and resolved to submit to the New EGM and New Class Meetings (as the case may be) for approval of certain matters: (1) the proposed further extension of the validity period of the resolutions at the general meeting relating to the application for A Share Offering and listing; (2) the proposed further extension of the validity period of the authorisation granted to the Board to apply for the A Share Offering and listing; (3) the proposed appointment of Mr. Jiang Lin as a non-executive Director; (4) the proposed appointment of Mr. Huang Dechun as an independent non-executive Director; (5) the proposed amendments to the Articles; and (6) the proposed change of auditors of the Company.

The proposals (1), (2) and (5) above are to be approved by the Shareholders by way of special resolutions and proposals (3), (4) and (6) are to be approved by the Shareholders by way of ordinary resolutions.

The proposals (1) and (2) are also to be approved by way of special resolutions by the Domestic Shareholders at the New Domestic Shareholders' Class Meeting and by the H Shareholders at the New H Shareholders' Class Meeting, respectively.

The purpose of this circular is to provide you with the information regarding, among other things, proposals (1) to (6) above to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the New EGM, the New Domestic Shareholders' Class Meeting and the New H Shareholders' Class Meeting (as the case may be).

  1. FURTHER EXTENSION RESOLUTIONS

References are made to the announcements of the Company dated 29 September 2017 and 7 September 2018, the 2017 EGM Circular and the 2018 EGM Circular, in relation to, among other things, the proposed A Share Offering, and to extend the validity period of the resolutions relating to the application for the A Share Offering and listing and extend the validity period of the authorisation granted to the Board to apply for the A Share Offering and listing.

At the 2017 EGM and the 2017 Class Meetings held on 20 November 2017, the then Shareholders considered and approved, among other things, the resolutions regarding "the Company's application of initial public offering and listing of Renminbi Ordinary Shares" and "the authorisation to the board of directors of the Company to deal with related matters in connection with the Company's application for the A Share Offering and listing of A Shares at its full discretion". In accordance with the resolutions of the 2017 EGM and the 2017 Class Meetings, the validity of the aforesaid resolution is 12 months from the date of approval of the abovementioned resolutions at the 2017 EGM and the 2017 Class Meetings.

- 6 -

LETTER FROM THE BOARD

At the 2018 EGM and the 2018 Class Meetings held on 15 November 2018, the then Shareholders considered and approved, among other things, the resolutions regarding "the extension of the validity period of the resolutions relating to application of initial public offering and listing of Renminbi ordinary shares of the Company" and "the extension of the validity period of the authorisation granted to the board of the directors of the Company to apply for the A Share Offering and listing of A Shares". The validity period of the aforesaid resolutions is 12 months from the date of approval of the abovementioned resolutions at the 2018 EGM and the 2018 Class Meetings.

As at the Latest Practicable Date, CSRC is still in the process of reviewing the Company's application for the A Share Offering. Considering that the resolutions approved at the 2018 EGM and the 2018 Class Meetings will soon be expired, and the Company's work in relation to the application for the A Share Offering and listing is still in progress, in order to ensure the Company's work for the application for the A Share Offering and listing continues, the Board proposed to convene the New EGM, the New Domestic Shareholders' Class Meeting and the New H Shareholders' Class Meeting for the Shareholders to consider and approve the Further Extension Resolutions, by way of special resolutions, to consider and approve the further extension of the validity period of the Shareholders' resolutions in relation to the A Share Offering and the authorisation granted to the Board to apply for the A Share Offering and listing, for a further period of 12 months commencing from the date of the New EGM and the New Class Meeting(s) for considering and approving such resolutions.

The Board wishes to furnish the Shareholders with the following information in relation to the Further Extension Resolutions: (i) the key terms of the proposed A Share Offering (the "Terms of A Share Offering"); (ii) the details of the authorisation granted to the Board (the "Board Authorisation") to apply for the A Share Offering and listing (the "Terms of Board Authorisation"); and (iii) other relevant information in relation to the A Share Offering.

  1. The Terms of A Share Offering and the Terms of Board Authorisation

The Terms of A Share Offering and the Terms of Board Authorisation are set out in Appendix I and Appendix II to this circular, respectively.

The Directors confirm that, as at the Latest Practicable Date, there is no material change in (i) the Terms of A Share Offering and the Terms of Board Authorisation as disclosed in the circular of the Company dated 3 November 2017 and 2018 Supplemental Circular save for the validity period of the resolution regarding the A Share Offering and the validity period of the Board Authorisation; and (ii) the information contained in the circular of the Company dated 3 November 2017 and 2018 Supplemental Circular.

- 7 -

LETTER FROM THE BOARD

  1. The proposed use of proceeds from the A Share Offering

As set out in the circular of the Company dated 3 November 2017 and 2018 Supplemental Circular, after deducting the expenses in connection with the A Share Offering, all of the raised funds will be used for supplementing the capital of the Company. The purposes include but are not limited to the following:

  1. Supplementing the capital of the Company and its domestic and overseas subsidiaries, establishing subsidiaries and branches in, and out of, the PRC, optimising the construction of multi-level outlet system;
  2. Promoting the development and deployment of innovative business, driving the transformation and upgrade of the enterprise;
  3. Enhancing the investment in information system construction, building a strong background support system; and
  4. Increasing the market competitiveness of the Company through merger and acquisition.

When the raised funds are available, the Company will develop reasonable fund use plan according to the business development status, approval progress and quota of the innovative business and the market conditions, in order to achieve good investment benefit.

For the details of the feasibility analysis report on the investment projects using the raised funds from the A Share Offering, please refer to Appendix II of the circular of the Company dated 3 November 2017.

  1. Reasons and benefits of the A Share Offering

The Directors consider that the A Share Offering will further optimise the corporate governance structure of the Company, develop domestic and overseas financing platforms and improve the liquidity of the Shares.

Therefore, the Directors consider that the A Share Offering is in the interest of the Company and the Shareholders as a whole.

  1. Fund raising activities in the past twelve months

The Company has not conducted any fund-raising activities in relation to the issue of equity securities of the Company in the 12 months immediately preceding the Latest Practicable Date.

- 8 -

LETTER FROM THE BOARD

  1. Public float

As at the Latest Practicable Date, based on the publicly available information and to the best of the Directors' knowledge, approximately 27.53% of the total issued Shares are held by the H-share public, and the Company has maintained a public float above the minimum requirements as prescribed under Rule 8.08 of the Listing Rules.

The Company undertakes that it will continue to comply with the public float requirement as prescribed under Rule 8.08 of the Listing Rules during the application process and after completion of the A Share Offering.

  1. Effects of the A Share Offering on the shareholding structure of the Company

For reference and illustration purposes only, assuming that (i) a total of 120,000,000 A Shares are to be issued under the proposed A Share Offering, and (ii) there are no other changes to the issued share capital of the Company, the shareholding structures of the Company (a) as at the Latest Practicable Date; and (b) immediately after completion of the A Share Offering are set out as follows:

Immediately after

As at the Latest

completion of the

Practicable Date

A Share Offering

Number of

Approximate

Number of

Approximate

Shares

%

Shares

%

NON-PUBLIC

SHAREHOLDERS

- Domestic Shares

657,300,000

72.47

657,300,000

64.00

- H Shares

-

-

-

-

PUBLIC SHAREHOLDERS

- A Shares under the proposed

A Share Offering

-

-

120,000,000

11.68

- H Shares

249,700,000

27.53

249,700,000

24.32

Total

907,000,000

100.00

1,027,000,000

100.00

The proposed A Share Offering is subject to certain conditions, including but not limited to the market condition, the Shareholders' approval at the New EGM and the New Class Meetings, as well as the approval of the CSRC and/or other relevant regulatory authorities, and accordingly, may or may not proceed. Shareholders and potential investors are advised to exercise caution in dealing in the H Shares or other securities of the Company.

- 9 -

LETTER FROM THE BOARD

III. APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

The Board proposed to nominate Mr. Jiang Lin (姜琳) ("Mr. Jiang") as a non-executive Director of the Company. Such resolution has been considered and approved by the Board at the 9th meeting of the third session of the Board held on 24 September 2019, and is hereby submitted to the New EGM for consideration in accordance with the Articles.

The biography of Mr. Jiang is as follows:

Mr. Jiang, aged 54, is a university graduate, engineer, human resources professional and senior international business engineer.

Mr. Jiang was the director of the research office of the Nanjing Food Packaging Machinery Research Institute from July 1988 to April 1998. He joined Jiangsu Holly Corporation in April 1998 and served as deputy director of the general manager office, deputy manager of securities department, manager of securities department, manager of human resources department, secretary to the board and deputy general manager. He has been an executive deputy general manager of Jiangsu Holly Corporation since August 2019. He also acts as chairman of Jiangsu Holly International Engineering Co., Ltd. and Jiangsu Holly Environmental Technology Industrial Co., Ltd.

Mr. Jiang was a director of Jiangsu Soho Finance Leasing Co., Ltd., Jiangsu Hong Rui Growth Venture Investment Co., Ltd., Jiangsu Holly Yongchang (Hong Kong) Co., Ltd. and Jiangsu Hong Rui New Era Venture Investment Co., Ltd. and a director and general manager of Jiangsu Hongrui Venture Capital Co., Ltd.

Mr. Jiang has not held any directorship in other listed companies in the past three years.

Mr. Jiang has no relationship with any Directors, supervisors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Jiang does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Subject to the approval at the New EGM, Mr. Jiang will enter into a service contract with the Company for a term until the expiration of the third session of the Board. Mr. Jiang will not receive any emolument from the Company.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and the Company is not aware of any other matters that need to be brought to the attention of Shareholders.

- 10 -

LETTER FROM THE BOARD

IV. APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board proposed to nominate Mr. Huang Dechun(黃德春)("Mr. Huang") as an independent non-executive Director of the Company. Such resolution has been considered and approved by the Board at the 9th meeting of the third session of the Board held on 24 September 2019, and is hereby submitted to the New EGM for consideration in accordance with the Articles.

The biography of Mr. Huang is as follows:

Mr. Huang, aged 53, graduated from Wuxi Institute of Light Industry with a bachelor degree, and obtained a master degree of business administration and doctoral degree in management from Hohai University, and he was a postdoctoral fellow in theoretical economics from Nanjing University.

Mr. Huang taught and research at Jiangsu Vocational College of Finance and Economics from August 1989 to December 2000, engaged in collaborative research work at Huatai Securities Research Institute from July 2001 to September 2001, served as deputy director of Economic and Trade Commission of Suqian, Jiangsu (temporary post) from July 2002 to July 2004, and has served as a professor and a mentor for doctoral students at Hohai University since 2004.

Mr. Huang has not held any directorship in other listed companies in the past three years.

Mr. Huang has no relationship with any Directors, supervisors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Huang does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Subject to the approval at the New EGM, Mr. Huang will enter into a service contract with the Company for a term until the expiration of the third session of the Board. Mr. Huang will receive a Director's fee from the Company, and his specific remuneration will be determined in accordance with relevant regulations and mechanisms.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and the Company is not aware of any other matters that need to be brought to the attention of Shareholders.

- 11 -

LETTER FROM THE BOARD

  1. AMENDMENTS TO THE ARTICLES

The Board proposed to amend the Articles to prepare only one set of financial statements for the Company under CASBE starting from 1 July 2019 and the financial statements of the Company will no longer be prepared in accordance with HKFRSs, effective from the date of approval of the proposed amendment to the Articles at the New EGM. In order to reflect the proposed change of accounting standard of the Company, the Board proposed to amend the Articles, subject to the approval by the Shareholders at the New EGM. The proposed amendments are as follows:-

Existing Terms

Revised Terms

Article 174

Article 174

The financial statements of the

The financial statements of the Company

Company

shall

be

prepared

in

shall be prepared in accordance with the

accordance with both the PRC

PRC

accounting

standards

and

accounting

standards

and

regulations

regulations.

and

the

international

accounting

standards, or those of the overseas place

where the Company's shares are listed.

If there is any material difference

between

the

financial

statements

prepared

respectively

in

accordance

with the two accounting standards, such

difference shall be stated in the notes to

the financial statements. In distributing

its profits after tax for an accounting

year, the lower of the two amounts

shown in the financial statements shall

be adopted

Article 175

Article 175

Any interim results or financial

Any

interim

results

or

financial

information published or disclosed by

information published or disclosed by the

the Company shall be prepared and

Company shall be prepared and presented

presented in accordance with the PRC

in accordance with the PRC accounting

accounting

standards

and

regulations,

standards and regulations.

and also in accordance with either

international accounting standards

or

those of the overseas place where the

Company's shares are listed.

Save for the above amendments, other provisions of the Articles will remain unchanged. The Articles are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

- 12 -

LETTER FROM THE BOARD

VI. CHANGE OF AUDITORS

In light of the proposed change of accounting standard of the Company, KPMG has resigned as the Hong Kong auditor of the Company and the Board proposed to appoint KPMG Huazhen LLP as the only auditor of the Company, subject to the approval by the Shareholders at the EGM.

KPMG has confirmed that there were no matters regarding the proposed change of auditors that need to be brought to the attention of the Shareholders. The Board and the audit committee of the Company confirmed that there were no disagreement between the Company and KPMG regarding the proposed change of auditors. The Board further confirmed that it is not aware of any matters regarding the proposed change of auditors that needs to be brought to the attention of the Shareholders.

The Board would like to express its sincere gratitude to KPMG for their professional services rendered to the Group in the past.

VII. CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the New EGM and the New Class Meetings, the register of members of the Company was closed from Wednesday, 16 October 2019 to Friday, 15 November 2019 (both days inclusive), during which period no transfer of Shares was/will be effected. In order to be qualified to attend and vote at the New EGM and the New Class Meetings, all transfers documents accompanied by the relevant Share certificates had to be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in respect of H Shares), or to the head office in the PRC of the Company (in respect of Domestic Shares) no later than 4:30 p.m. on Tuesday, 15 October 2019.

VIII. NOTICES OF THE NEW EGM AND THE NEW CLASS MEETINGS

The New EGM will be held at the Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the PRC at 2 p.m. on Friday, 15 November 2019. The New Domestic Shareholders' Class Meeting will be held immediately after the conclusion of the New EGM at the same place, and the New H Shareholders' Class Meeting will be held immediately after the conclusion of the New Domestic Shareholders' Class Meeting at the same place. Notices dated 30 September 2019 convening the New EGM and the New Class Meetings together with the relevant reply slips and forms of proxy have been despatched to the Shareholders in accordance with the Listing Rules.

IX. REPLY SLIPS AND FORMS OF PROXY

If you are eligible and intend to attend the New EGM and/or the New Class Meeting(s) (as the case may be), please complete and return the reply slip(s), in accordance with the instructions printed thereon as soon as possible and in any event no later than Saturday, 26 October 2019 or any adjournment thereof.

- 13 -

LETTER FROM THE BOARD

Shareholders who are entitled to attend and vote at the New EGM and/or the New Class Meeting(s) may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the New EGM and/or the New Class Meeting(s) must be deposited by hand or post, for holders of H Shares, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and, for holders of Domestic Shares, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding such meeting(s) (or any adjournment thereof) for taking the poll (i.e. not later than 2 p.m. on Thursday, 14 November 2019) (as the case may be). If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the New EGM and/or the New Class Meeting(s) or any adjourned meetings should they so wish.

  1. VOTING BY POLL AT THE NEW EGM AND THE NEW CLASS MEETINGS

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the New EGM and/or the New Class Meeting(s) will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

XI. 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 misleading.

XII. RECOMMENDATIONS

The Directors consider that all the proposed resolutions set out in the notices of the New EGM and/or the New Class Meeting(s) (as the case may be) are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the New EGM and/or the New Class Meeting(s) (as the case may be).

XIII. MISCELLANEOUS

Save as otherwise indicated, the Chinese text of this circular shall prevail over the English text for the purpose of interpretation.

By order of the Board

Ms. Zhou Jianqiu

Executive Director

- 14 -

APPENDIX I PARTICULARS OF THE PROPOSED A SHARE OFFERING

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

KEY TERMS OF THE PROPOSED A SHARE OFFERING

Classes of Shares:

Domestically listed RMB ordinary Shares (A Shares)

Nominal value per Share:

RMB1.00

Proposed stock exchange for the

Shenzhen Stock Exchange

listing of the A Shares:

Proposed offering size:

The total number of A Shares to be issued will not

exceed

120,000,000,

representing

approximately

13.23% of the total existing issued share capital of the

Company as at the Latest Practicable Date and before

the issue, and approximately 11.68% of the total issued

share capital of the Company as enlarged by the issue,

assuming that there are no other changes to the issued

share capital of the Company.

The actual offering size will be determined by the

Board as authorised by the Shareholders at the 2018

EGM and the 2018 Class Meetings (with the validity

period of such authorisation to be further extended for

a period of 12 months from the date of passing of such

resolution by the Shareholders at the New EGM and

the New Class Meetings, as the Shareholders see fit)

based on the prevailing market conditions at the time

of the A Share Offering.

Target subscriber:

The target subscribers of the A Share Offering are

qualified participants in the price consultation process

as well as social public investors (including natural

persons and institutional investors) (except those

prohibited by the PRC laws, regulations and regulatory

documents). It is expected that none of the target subscribers of the A Shares is or will become a connected person of the Company. If any of the subscribers of the A Share Offering is or will become a connected person of the Company, the Company will comply with the relevant PRC laws, regulations, regulatory documents and the relevant requirements under Chapter 14A of the Listing Rules.

- I-1 -

APPENDIX I PARTICULARS OF THE PROPOSED A SHARE OFFERING

Method of offering:

The A Share Offering will be conducted through

combinated methods of price consultation to targets

through offline placings, and online offering at a fixed

price, or through any other methods of offering as

recognised by the CSRC or other regulatory authorities.

Pricing methodology:

Pursuant to the applicable laws and regulations, and

taking into account the interests of the existing

Shareholders as a whole, the then capital market

situation of the A Share Offering and the actual

situation of the Company, the issue price of A Shares

shall be determined through offline placings to

investors, or through negotiation between the Company

and the lead underwriters who will set the price

directly, or any other methods permitted by the CSRC.

Form of underwriting:

The A Share Offering will be underwritten by a group

of underwriters who are led by the lead underwriter on

a standby commitment basis.

Transfer (or reduction) of state-owned shares:

Conversion into a joint stock limited liability company with domestic and overseas offering and listing of shares:

Conversion of unlisted issued Shares to A Shares:

Accumulated profits distribution:

In accordance with the Implementing Measures for the Transfer of Some State-ownedShares from the Domestic Securities Market to the National Social Security Fund (《境內證券市場轉持部分國有股充實全國社 會保障基金實施辦法》) and relevant regulations, the state-ownedshareholders of the Company shall fulfil their obligations during the A Share Offering. The detailed scheme of transfer (or reduction) will be determined and implemented pursuant to the approval from relevant authorities of the PRC.

According to the A Share Offering plan and the actual situation of the issued A Shares, application will be filed to convert the Company into a joint stock limited liability company with domestic and overseas offering and listing of shares.

The unlisted issued Shares will become A Shares upon completion of the A Share Offering and listed on the stock exchange in the PRC.

The undistributed profits accumulated prior to the A Share Offering shall be distributed to both new and existing Shareholders pro rata to their shareholding in the Shares upon completion of the A Share Offering.

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APPENDIX I PARTICULARS OF THE PROPOSED A SHARE OFFERING

Valid period of the resolutions:

The Board proposes to extend the validity period of such resolution for a further period of 12 months from the date of passing of such resolution at the New EGM and the New Class Meetings to be convened and held on Friday, 15 November 2019 (or any adjournment thereof).

As the progress of the application for the A Share Offering is dependent on the approval process of the CSRC and other regulatory authorities and is likely to take more time under the current market conditions, the Directors consider a validity of 12 months for the resolutions relating to the A Share Offering flexible and practicable to the application of A Share Offering. In the event that the resolutions described herein expire prior to the A Share Offering, the Directors will seek the Shareholders' approval to extend the validity period of the resolutions relating to the A Share Offering.

The A Shares will be issued under specific mandate.

- I-3 -

APPENDIX II PARTICULARS OF THE AUTHORISATION TO THE BOARD

The English version of this appendix is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.

THE AUTHORISATION TO THE BOARD TO DEAL WITH RELATED MATTERS IN CONNECTION WITH THE COMPANY'S APPLICATION FOR THE A SHARE OFFERING AND LISTING OF A SHARES AT ITS FULL DISCRETION

To facilitate the initial public offering and listing of A Shares (the "Offering and Listing"), the Company hereby proposes that the general meeting shall extend the validity period of the resolution passed at the 2018 EGM and the 2018 Class Meetings in relation to authorising the Board and its delegates for a further period of 12 months from the date of passing of such resolution at the New EGM and the New Class Meetings, individually or jointly, to handle all the matters relating to the Offering and Listing of the Company at its full discretion, including, but not limited to:

  1. Formulating and implementing a specific implementation plan for the Offering and Listing of the Company within the scope of authority granted by the general meeting in accordance with the issuance plan considered and approved at the general meeting and the approval of the CSRC and based on the prevailing market conditions and the actual situation of the Company, including but not limited to the offer size, offer price (including price range and the final price), time and method of the offering, potential strategic placing (including placing ratio and target subscribers), proposed alternative of stock exchanges, the specific allocation percentages for the use of raised funds, and the determination and adjustment on the specific arrangement of the use of raised funds on the investment projects, significant undertakings of the Company, the listing of the existing unlisted shares of the Company and other matters relating to the offering and listing; making corresponding adjustments (including the suspension and termination of the implementation of the offering plan) to matters in relation to the specific plan for the Offering and Listing as a result of changes in laws, regulations or regulatory documents with respect to the A Share Offering, or changes in policies of regulatory authorities in connection with the A Share Offering, or changes in market conditions, save for those matters required to be voted on again at a general meeting under the requirements of the relevant laws, regulations, regulatory documents and the Articles;
  2. Determining and appointing the sponsor, underwriters, law firms, accounting firms, receiving banks, companies taking charge of financial public relations and other intermediaries in connection with the Offering and Listing, and determining and paying the expenses relating thereto;
  3. Drafting, producing, amending, supplementing, signing, submitting, presenting, publishing, disclosing, implementing, suspending or terminating any agreements and documents, relevant announcements, circulars or other documents relating to the Offering and Listing (including but not limited to the letter of intent for offering, prospectus, listing documents, sponsorship agreements, underwriting agreements, listing agreements, intermediary service agreements, report on the use of raised funds from the previous offering, special assurance report on the use of

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APPENDIX II PARTICULARS OF THE AUTHORISATION TO THE BOARD

raised funds from the previous offering and others), and dealing with the matters relating to information disclosure in connection with the Offering and Listing in accordance with domestic and overseas regulatory requirements;

  1. Handling the procedures for the review and examination, registration, filing, approval and consent with the regulatory authorities, governmental authorities, stock exchanges and securities registration and clearance authorities in, and out of, the PRC, in connection with matters relating to the Offering and Listing according to the plan for the Offering and Listing; signing, executing, amending and perfecting all the documents to be submitted to any governments, authorities, organisations and individuals in, and out of, the PRC, with respect to the Offering and Listing; designating an account specifically for the holding of any raised funds prior to this Offering and Listing, if required; issuing statements and undertakings relating to the Offering and Listing, and taking all the actions related to the Offering and Listing;
  2. Adjusting, supplementing, amending and improving the Articles and the attachments thereto and other corporate governance documents which have been considered and approved and as amended by the Company for the Offering and Listing according to any changes in the relevant laws, regulations and other regulatory documents and based on the requirements and advice of the relevant government agencies, regulatory authorities and stock exchanges in, and out of, the PRC, and the actual situation of the Offering and Listing;
  3. Making corresponding amendments to the Articles with respect to the registered capital and shareholding structure of the Company, handling the procedures in relation to the approval, filing and change of registration in connection with any change of the registered capital or Articles of the Company with such authorities as industrial and commercial administration authorities, securities regulation, registration authorities and other competent government authorities, as well as dealing with matters in relation to the application for the listing of A Shares on a securities exchange according to the actual situation of the A Share Offering;
  4. Analysing, researching and verifying the influences of the Offering and Listing on the immediate financial index of the Company and the immediate return of the Shareholders in accordance with relevant laws and regulations and the requirements of the regulatory authorities in and out of the PRC; amending, improving and implementing the remedial measures and policies in accordance with the advice from regulatory authorities and the market situation; and handling all other matters related thereto at full discretion;
  5. Adjusting the planned use of raised funds from the Offering and Listing according to the opinions and suggestions of regulatory authorities, including but not limited to adjusting the progress of investment in the projects to be invested in with the raised funds and the allocation among such projects; The authorisation to the Board to deal with related matters in connection with the Company's application for the A Share Offering and listing of A Shares at its full discretion in Appendix I.

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APPENDIX II PARTICULARS OF THE AUTHORISATION TO THE BOARD

  1. Handling all other matters in connection with the Offering and Listing to the extent permitted by the relevant laws, regulations and regulatory documents and the Articles;
  2. Delegating any one of the executive Directors of the Company or other persons designated by the executive Directors to deal with any matters relating to the Offering and Listing as and when needed;
  3. The term of the extended authorisation, if the Board Authorisation Further Extension Resolution is approved by the Shareholders at the New EGM and the New Class Meetings, shall be a period of 12 months from the date of passing such resolution at the New EGM and the New Class Meetings.

- II-3 -

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

Holly Futures

(a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese

corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(the "Company")

(Stock Code: 3678)

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the "New EGM") of the Company will be held at 2 p.m. on 15 November 2019 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People's Republic of China, for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

  1. to consider and approve the further extension of the validity period of the resolutions at the general meeting relating to the application for initial public offering and listing of Renminbi ordinary shares (the "A Shares") (the "A Share Offering");
  2. to consider and approve the further extension of the validity period of the authorisation granted to the board (the "Board") of directors of the Company (the "Directors") to apply for the A Share Offering and listing of A Shares; and
  3. to consider and approve the amendments to Articles 174 and 175 of the Articles of Association of the Company to reflect the change of accounting standard of the Company.

AS ORDINARY RESOLUTIONS

  1. to consider and approve the appointment of Mr. Jiang Lin as a non-executive director of the Company;
  2. to consider and approve the appointment of Mr. Huang Dechun as an independent non-executive director of the Company; and

- EGM-1 -

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

6. to consider and approve the resignation of KPMG as the Hong Kong auditor of the Company and the appointment of KPMG Huazhen LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the general manager's office of the Company to fix their remuneration at its meetings, subject to the approval by the Shareholders at the New EGM in respect of the amendments to Articles 174 and 175 of the Articles of Association of the Company.

By order of the Board

Ms. Zhou Jianqiu

Executive Director

Nanjing, the PRC, 30 September 2019

Notes:

  1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
  2. The register of members of the Company will be closed from 16 October 2019 to 15 November 2019 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H shares of the Company) or the headquarters in the PRC of the Company (for holders of domestic shares of the Company), no later than 4:30 p.m. on 15 October 2019.
  3. Shareholders who intend to attend the New EGM should complete the reply slip and return it by hand, by post or by fax to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares of the Company) or the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before 26 October 2019.
  4. Shareholders who are entitled to attend and vote at the New EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company ("Shareholder(s)").
  5. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
  6. In order to be valid, the proxy form for the New EGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 2 p.m. on 14 November 2019) before the time for holding the New EGM (or any adjournment thereof). If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the New EGM or any adjourned meetings should they so wish.
    If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the Shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the Shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of

- EGM-2 -

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

  1. In case of joint Shareholder for any share, only the person whose name is at the first place on the register of Shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
  2. The address of the headquarters in the PRC of the Company is No. 50 Zhonghua Road, Nanjing, the PRC.
  3. Shareholders or their proxies shall provide their identity documents when attending the New EGM. If corporate Shareholders appoint authorised representative to attend the New EGM, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New EGM.
  4. Shareholders attending the New EGM shall bear their own traveling and accommodation expenses.

As at the date of this notice, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai and Mr. Shan Bing as non-executive Directors; and Mr. Zhang Hongfa, Mr. Lam Kai Yeung and Mr. Wang Yuetang as independent non-executive Directors.

- EGM-3 -

NOTICE OF THE 2019 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING

Holly Futures

(a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese

corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(the "Company")

(Stock Code: 3678)

NOTICE OF THE 2019 FIRST DOMESTIC

SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 first class meeting (the "New Domestic Shareholders' Class Meeting") of the domestic shareholders of the Company will be held at the later of 2:30 p.m. on 15 November 2019 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People's Republic of China, or immediately after the conclusion of the 2019 first extraordinary general meeting of the Company held at the same date or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

  1. to consider and approve the further extension of the validity period of the resolutions at the general meeting relating to the application for initial public offering and listing of Renminbi ordinary shares (the "A Shares") (the "A Share Offering"); and
  2. to consider and approve the further extension of the validity period of the authorisation granted to the board (the "Board") of directors of the Company (the "Directors") to apply for the A Share Offering and listing of A Shares.

By order of the Board

Ms. Zhou Jianqiu

Executive Director

Nanjing, the PRC, 30 September 2019

Notes:

  1. All resolutions at the meeting will be taken by poll.
  2. The register of members of the Company will be closed from 16 October 2019 to 15 November 2019 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New Domestic Shareholders' Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the headquarters in the PRC of the Company at No. 50 Zhonghua Road, Nanjing, the PRC, no later than 4:30 p.m. on 15 October 2019.

- DSCM-1 -

NOTICE OF THE 2019 FIRST DOMESTIC SHAREHOLDERS' CLASS MEETING

  1. Domestic shareholders who intend to attend the New Domestic Shareholders' Class Meeting should complete the reply slip and return it by hand or by post to the headquarters in the PRC of the Company on or before 26 October 2019.
  2. Domestic shareholders who are entitled to attend and vote at the New Domestic Shareholders' Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a domestic shareholder of the Company.
  3. The instrument appointing a proxy must be in writing under the hand of a domestic shareholder or his attorney duly authorised in writing. If the domestic shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
  4. In order to be valid, the proxy form for the New Domestic Shareholders' Class Meeting must be deposited by hand or post to the headquarters in the PRC of the Company not less than 24 hours (i.e. not later than 2:30 p.m. on 14 November 2019) before the time for holding the New Domestic Shareholders' Class Meeting (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the New Domestic Shareholders' Class Meeting or any adjourned meetings should they so wish.
    If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the domestic shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the domestic shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.
    A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.
  5. In case of joint shareholder for any domestic share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
  6. Domestic shareholders or their proxies shall provide their identity documents when attending the New Domestic Shareholders' Class Meeting. If corporate domestic shareholders appoint authorised representative to attend the New Domestic Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New Domestic Shareholders' Class Meeting.
  7. Domestic shareholders attending the New Domestic Shareholders' Class Meeting shall bear their own traveling and accommodation expenses.

As at the date of this notice, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai and Mr. Shan Bing as non-executive Directors; and Mr. Zhang Hongfa, Mr. Lam Kai Yeung and Mr. Wang Yuetang as independent non-executive Directors.

- DSCM-2 -

NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING

Holly Futures

(a joint stock company incorporated in the People's Republic of China with limited liability under the Chinese

corporate name 弘業期貨股份有限公司 and carrying on business in Hong Kong as Holly Futures)

(the "Company")

(Stock Code: 3678)

NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 first class meeting (the "New H Shareholders' Class Meeting") of the H shareholders of the Company will be held at the later of 3 p.m. on 15 November 2019 at Conference Room, 9/F, Holly Tower, No. 50 Zhonghua Road, Nanjing, the People's Republic of China, or immediately after the conclusion of the 2019 first class meeting of the domestic shareholders of the Company held at the same date or any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

AS SPECIAL RESOLUTIONS

  1. to consider and approve the further extension of the validity period of the resolutions at the general meeting relating to the application for initial public offering and listing of Renminbi ordinary shares (the "A Shares") (the "A Share Offering"); and
  2. to consider and approve the further extension of the validity period of the authorisation granted to the board (the "Board") of directors of the Company (the "Directors") to apply for the A Share Offering and listing of A Shares.

By order of the Board

Ms. Zhou Jianqiu

Executive Director

Nanjing, the PRC, 30 September 2019

Notes:

  1. All resolutions at the meeting will be taken by poll.
  2. The register of members of the Company will be closed from 16 October 2019 to 15 November 2019 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the New H Shareholders' Class Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on 15 October 2019.

- HSCM-1 -

NOTICE OF THE 2019 FIRST H SHAREHOLDERS' CLASS MEETING

  1. H shareholders who intend to attend the New H Shareholders' Class Meeting should complete the reply slip and return it by hand, by post or by fax to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on or before 26 October 2019.
  2. H shareholders who are entitled to attend and vote at the New H Shareholders' Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be an H shareholder of the Company.
  3. The instrument appointing a proxy must be in writing under the hand of an H shareholder or his attorney duly authorised in writing. If the H shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.
  4. In order to be valid, the proxy form for the New H Shareholders' Class Meeting must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours (i.e. not later than 3 p.m. on 14 November 2019) before the time for holding the New H Shareholders' Class Meeting (or any adjournment thereof). If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the New H Shareholders' Class Meeting or any adjourned meetings should they so wish.
    If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the H shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the H shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorise.
    A vote provided according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.
  5. In case of joint shareholder for any H share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.
  6. H shareholders or their proxies shall provide their identity documents when attending the New H Shareholders' Class Meeting. If corporate H shareholders appoint authorised representative to attend the New H Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the New H Shareholders' Class Meeting.
  7. H shareholders attending the New H Shareholders' Class Meeting shall bear their own traveling and accommodation expenses.

As at the date of this notice, the Board consists of Mr. Zhou Yong and Ms. Zhou Jianqiu as executive Directors; Mr. Xue Binghai and Mr. Shan Bing as non-executive Directors; and Mr. Zhang Hongfa, Mr. Lam Kai Yeung and Mr. Wang Yuetang as independent non-executive Directors.

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Holly Futures Co. Ltd. published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 08:43:06 UTC