PDF《（万德金融服务集团有限公司*）》

571 of the Laws of Hong Kong);

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Share(s)'

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the ordinary share(s) of HK$0.001 each in the share capital of the Company;

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Share Issue Mandate'

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a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all power of the Company to allot, issue and otherwise deal with additional shares of the Company up to a maximum of 20% of the number of issued shares of the Company on the date of passing of the relevant resolution pursuant to and in accordance with the relevant resolution;

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Share Option(s)'

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share options to subscribe for the Shares granted and to be granted under the share option scheme adopted by the Company on

3 May 2012;

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Shareholder(s)'

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the holder(s) of the Share(s);

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Stock Exchange'

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The Stock Exchange of Hong Kong Limited;

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substantial shareholder(s)'

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has the same meaning as ascribed to it under the GEM Listing Rules;

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Takeover Code'

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the Code on Takeovers and Mergers approved by the Securities and Futures Commission;

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%'

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per cent. DEFINITIONS C

2 C MERDEKA FINANCIAL SERVICES GROUP LIMITED (万德金融服务集团有限公司* ) (Incorporated in the Cayman Islands with limited liability) (Stock code: 8163) Executive Directors: Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer) Mr. Lau Chi Yan, Pierre (Managing Director) Ms. Tsang Kwai Ping Independent Non-executive Directors: Ms. Yeung Mo Sheung, Ann Mr. Au-yeung Sei Kwok Ms. Ng Ka Sim, Casina Registered Office: Cricket Square Hutchins Drive P.O. Box

2681 Grand Cayman KY1-1111 Cayman Islands British West Indies Head Office and Principal Place of Business in Hong Kong: Room 1108, 11/F, Wing On Centre

111 Connaught Road Central Central, Hong Kong

17 May

2019 To the Shareholders and, for information only, the holders of the Convertible Bonds, Dear Sir or Madam, PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with, amongst other things, the relevant information regarding and to seek the approval of the Shareholders at the AGM for (i) the granting of the general mandate to issue Shares;

(ii) the granting of the general mandate to repurchase Shares;

(iii) the re-election of retiring Directors and to give you the notice of the AGM. * For identification purpose only LETTER FROM THE BOARD C

3 C GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES Ordinary resolutions will be proposed at the AGM granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the number of issued shares of the Company as at the date of passing of the resolution and allowing the addition to such general mandate so granted to the Directors any Shares repurchased by the Company pursuant to the Repurchase Mandate following the passing of the Repurchase Resolution. The Share Issue Mandate At the annual general meeting of the Company held on

20 June 2018, a general mandate was given by the Company to the Directors to allot, issue and deal with Shares. Such mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM. As at the Latest Practicable Date, the issued share capital of the Company comprised 2,040,094,152 Shares. Subject to the passing of the resolution to allot, issue and deal with Shares not exceeding 20% of the number of issued shares of the Company in accordance with resolution No. 5(A) set out in the notice of the AGM contained in this circular and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Company will be allowed to issue a maximum of 408,018,830 Shares representing not more than 20% of the number of issued shares of the Company as at the date of passing of resolution No. 5(A) set out in the not........