China Shandong Hi Speed Financial : 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

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.

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

(incorporated in Bermuda with limited liability)

( S t o ck C o d e: 4 1 2)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used on this cover page have the same meanings as defined in this circular.

A notice convening the AGM to be held at Bowen Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 24 June 2021 at 11:00 a.m. or any adjournment thereof is set out from pages 15 to 20 of this circular. A form of proxy for use at the AGM is also enclosed herewith. Whether or not you intend to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the 2021 Annual General Meeting of the Company ("AGM"):

1. Compulsory temperature screening/checks
2. Submission of Health Declaration Form
3. Wearing of surgical face mask
4. No provision of refreshments or drinks
5. No provision of shuttle bus service

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

14 May 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
(A)	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
(B)	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(C)	Retirement and Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
(D)	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
(E)	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
(F)	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Explanatory Statement of the Repurchase Mandate . . . . . . . . . . . . . . .	7
Appendix II	- Biographical Details of Directors Standing for Re-election . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Bowen Room, Level 7, Conrad Hong Kong, Pacific Place,
	88 Queensway, Hong Kong on Thursday, 24 June 2021 at
	11:00 a.m. or any adjournment thereof

"Audit Committee"

"associate(s)"

"Board"

"Bye-laws"

"China" or "PRC"

"close associate(s)"

"Company"

the audit committee of the Board

has the meaning ascribed thereto under the Listing Rules

the board of Directors

the bye-laws of the Company (as amended from time to time)

the People's Republic of China

has the meaning ascribed thereto under the Listing Rules

China Shandong Hi-Speed Financial Group Limited（中國 山東高速金融集團有限公司）, a company incorporated in Bermuda with limited liability and the Shares in the

capital of which are listed on the Main Board of the Stock Exchange

"connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

- 1 -

DEFINITIONS

"HK$"

"Issue Mandate"

"Latest Practicable Date"

"Listing Rules"

"Nomination Committee"

"Remuneration Committee"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

Hong Kong dollars, the lawful currency of Hong Kong

the unconditional general mandate to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares and other securities up to a maximum of (a) 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution approving such mandate, plus (b) (if the Directors are so authorised by a separate resolution of the Shareholders) the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate

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

the Rules Governing the Listing of Securities on the Stock Exchange

the nomination committee of the Board

the remuneration committee of the Board

the unconditional general mandate to be granted to the Directors to permit the repurchase of Shares of up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution approving such mandate

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

the ordinary share(s), currently of par value HK$0.00025 each, in the share capital of the Company

the holder(s) of the Share(s) from time to time

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers

"%"

per cent.

In the event of any inconsistency, the English text of this circular and the accompanying form of proxy shall prevail over the Chinese text.

- 2 -

LETTER FROM THE BOARD

(incorporated in Bermuda with limited liability)

( S t o ck C o d e: 4 1 2)

Executive Director and Chairman	Registered Office:
Mr. Wang Xiaodong	Clarendon House
Executive Director and Vice-Chairman	2 Church Street
Hamilton HM 11
Mr. Liu Han	Bermuda
Executive Directors	Head Office and Principal Place of
Mr. Liu Honghui	Business in Hong Kong:
Mr. Liu Zhijie	17th Floor,
Mr. Liu Yao	Agricultural Bank of China Tower,
Non-executive Directors	No. 50 Connaught Road Central,
Hong Kong
Mr. Liang Zhanhai
Mr. Chen Di
Mr. Gao Guicheng
Independent non-executive Directors
Mr. Guan Huanfei
Mr. Chan Wai Hei
Mr. Tan Yuexin
Mr. Jonathan Jun Yan
	14 May 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant an unconditional general mandate to the Directors to allot, issue and deal with new Shares and other securities up to a maximum of 20% of the aggregate number of the Shares in issue as at the date of the passing this ordinary resolution. In addition, an ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the Issue Mandate any Shares repurchased by the Company pursuant to the Repurchase Mandate mentioned below (up to a maximum number equivalent to 10% of the aggregate number of the Shares in issue as at the date of passing of the resolution approving the Repurchase Mandate).

- 3 -