China Ever Grand Financial Leasing : FORM OF PROXY

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Ever Grand Financial Leasing Group Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 379)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF

THE TARGET COMPANY

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless the context otherwise requires, all capitalised terms used in this circular have the meanings set out in the section headed ''Definitions'' of this circular.

A letter from the Board is set out on pages 5 to 19 of this circular and a letter from the Independent Board Committee is set out on pages 20 to 21 of this circular. A letter from Red Sun, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 22 to 43 of this circular. A notice convening an EGM of China Ever Grand Financial Leasing Group Co., Ltd. to be held at Room 2203, 22/F. Kwan Chart Tower, No. 6 Tonnochy Road, Wanchai, Hong Kong on Friday, 22 February 2019 at 11:00 a.m. or any adjournment thereof is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use in the EGM is enclosed. Whether or not you propose to attend the meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

1 February 2019

CONTENTS
Page
DEFINITIONS .............................................................	1
LETTER FROM THE BOARD ..............................................	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................	20
LETTER FROM RED SUN .................................................	22

APPENDIX I

- TARGET COMPANY VALUATION REPORT ..............

I-1

APPENDIX II - PROPERTY VALUATION REPORT .......................

II-1

APPENDIX III - GENERAL INFORMATION ...............................

III-1

NOTICE OF THE EGM .................................................... EGM-1

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

''Acquisition''	the purchase of the entire issued share capital of the Target
Company as contemplated under the Share Purchase
Agreement;
''associate(s)''	has the meaning ascribed to it under the Listing Rules;
''Board''	the board of Directors;
''BVI''	the British Virgin Islands;
''Business Day(s)''	a day (other than Saturday, Sunday or public holiday) on
which licensed banks are generally open for business in
Hong Kong and the PRC throughout their normal business
hours;
''Company''	China Ever Grand Financial Leasing Group Co., Ltd., a
company incorporated in the Cayman Islands whose shares
are listed and traded on the Stock Exchange;
''Completion''	completion of the Share Purchase Agreement;
''Conditions Precedent''	the conditions precedent to the Completion;
''connected person(s)''	has the meaning ascribed to it under the Listing Rules;
''Consideration''	the aggregate consideration of HKD90,000,000 for the
acquisition of the Sale Share pursuant to the Share
Purchase Agreement;
''Director(s)''	the director(s) of the Company;
''EGM''	an extraordinary general meeting of the Shareholders to be
held for the purpose of approving, among others, the Share
Purchase Agreement and the transactions contemplated
thereunder;
''Group''	the Company and its subsidiaries;
''Great Wisdom''	Great Wisdom Technology Limited（ 偉智科技有限公司） ,a
company incorporated in Hong Kong with limited liability
in 2014, the entire issued share capital of which is owned
by the Target Company;

''Independent Board Committee''

''HKD'' or ''HK$''

''Hong Kong''

Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; a board committee comprising all the independent non-executive Directors, namely Mr. Goh Choo Hwee, Mr. Ho Hin Yip and Mr. U Keng Tin;

''Independent Financial Adviser''

or ''Red Sun''

Red Sun Capital Limited, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Share Purchase Agreement and the transactions contemplated thereunder, and a corporation licensed under the SFO to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities;

''Independent Shareholders''

Shareholder(s) other than Mr. Wong Lik Ping and his associates;

''Knight Frank''

Knight Frank Petty Limited, a firm of qualified valuer and an independent third party;

''Knight Frank Appraisal''

Knight Frank Asset Appraisal Limited, a firm of qualified valuer and an independent third party;

''Latest Practicable Date''

23 January 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange;

''Long Stop Date''

31 March 2019 or such later date as the Purchaser and the Vendor may agree in writing;

''MOU''

a memorandum of understanding dated 1 November 2018 entered into between the Purchaser and Great Wisdom in relation to the possible acquisition of 100% equity interest of Shanghai Lizu or its assets;

''PRC''

the People's Republic of China, excluding Taiwan, Hong Kong Special Administrative Region and Macau Special Administrative Region for the purpose of this circular;

''Property''

''Property Valuation Report''

an industrial building comprising Units 102, 103, 202, 203, 302, 303, 402 and 403, located at Block 6 No. 188 Xinjunhuan Road, Minhang District Shanghai, the PRC; has the meaning ascribed to it under Chapter 5 of the Listing Rules, the valuation report dated 1 February 2019 on, among others, the Property prepared by Knight Frank;

''Purchaser''

High Grace Holdings Limited（ 高優集團有限公司 ） ,a company incorporated in Hong Kong with limited liability in 2017 and an indirect wholly-owned subsidiary of the Company;

''RMB''

Renminbi, the lawful currency of the PRC;

''Sale Share''

100% of the issued share capital of the Target Company as at the date of Completion;

''SFO''

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

''Share(s)''

ordinary share(s) of HKD0.01 each in the share capital of the Company;

''Shareholder(s)''

holder of the Shares;

''Share Purchase Agreement''

a share purchase agreement dated 8 January 2019 entered into between the Purchaser, the Vendor, the Vendor's Guarantor and Great Wisdom in relation to the Acquisition;

''Shanghai Lizu''

Shanghai Lizu Biotechnology Company Limited*（ 上海立 足生物科技有限公司）, a company established in the PRC with limited liability in 2014, the entire equity interest of which is owned by Great Wisdom;

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''Target Company''

Quantum Power Limited（ 勁力有限公司 ）, a company incorporated in the BVI with limited liability in 2014, the entire issued share capital of which is owned by the Vendor;