Credit China : Circulars - Proposals for (i) Refreshment of General Mandate to Issue, Allot and Deal with Additional Shares, (ii) Refreshment of Scheme Mandate Limit under the Share Option Scheme, (iii) Amendment to the Existing Share Option Scheme and (iv) Re-election of Directors and Notice of Extraordinary General Meeting

01E151232981Important 0..2

If you are in any 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Credit China Holdings Limited (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, 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 (the ''Stock Exchange'') 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, for which the directors of the Company (the ''Directors'') collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange 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; there are no other matters the omission of which would make any statement herein or this circular misleading.

CREDIT CHINA HOLDINGS LIMITED

中國信貸控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8207)

PROPOSALS FOR

1. REFRESHMENT OF GENERAL MANDATE TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES,

2. REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME,

3. AMENDMENT TO THE EXISTING SHARE OPTION SCHEME AND

4. RE-ELECTION OF DIRECTORS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed ''Definitions'' of this circular.

A notice convening an EGM to be held at Level 35, Two Pacific Place, 88 Queensway, Hong Kong on Tuesday, 26 January 2016 at 11:00 a.m. or its adjournment (as the case may be) is set out on pages EGM-1 to EGM-4 of this circular. A form of proxy for use in connection with the EGM is enclosed with this circular. Such form of proxy is also published on the websites of GEM (www.hkgem.com) and the Company (www.creditchina.hk).

If you are not able to attend the EGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if they so wish.

This circular will remain on GEM website at www.hkgem.com on the ''Latest Company Announcements'' page for at least 7 days from the date of posting. This Circular will also be published on the website of the Company on www.creditchina.hk.

11 January 2016

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Page

Definitions ...... ....... ........ ....... ....... ........ ....... ........ ....... . 1

Letter from the Board .. ........ ....... ....... ........ ....... ........ ....... . 4

Letter from the Independent Board Committee . ........ ....... ........ ....... . 18

Letter from Opus Capital ....... ....... ....... ........ ....... ........ ....... . 19

Notice of EGM .. ....... ........ ....... ....... ........ ....... ........ ....... . EGM-1

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

''AGM'' the annual general meeting of the Company;

''Articles'' the articles of association of the Company currently in force;

''associate(s)'' has the meaning ascribed to it under GEM Listing Rules;

''Board'' the board of Directors;

''close associates(s)'' has the meaning ascribed to it under GEM Listing Rules;

''Company'' Credit China Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on GEM (Stock code: 8207);

''controlling shareholder(s)'' has the meaning ascribed to it under GEM Listing Rules;

''Convertible Bonds'' 6% unsecured convertible bonds with an aggregate

principal amount of HK$300,000,000 and an initial conversion price of HK$2.60 per Share issued by the Company on 15 June 2015;

''Director(s)'' the director(s) of the Company;

''Eligible Employee(s)'' any employee (whether full time or part time employee,

including any executive director but not any non-executive director) of the Group and any entity in which the Group holds an equity interest (irrespective of the percentage of such equity interest);

''Existing General Mandate'' the general mandate granted by Shareholders at the AGM

held on 11 May 2015 to allot, issue and deal with new Shares of up to 20% of the issued Shares as at the date on which the relevant resolution was passed at such AGM;

''Extraordinary General Meeting'' or ''EGM''

an extraordinary general meeting of the Company to be held at Level 35, Two Pacific Place, 88 Queensway, Hong Kong on Tuesday, 26 January 2016 at 11 a.m. or its adjournment (as the case may be), to consider and, if appropriate, to approve the resolutions contained in the notice of EGM, which is set out on pages EGM-1 to EGM-4 of this circular;