Easy One Financial : Circulars - Proposed Capital Reorganisation, Proposed Change in Board Lot Size and Notice of Special General Meeting

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

If you have sold or transferred all your securities in Easy One Financial Group Limited 易易壹金 融集團有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the 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.

Easy One Financial Group Limited

易 易 壹 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221) PROPOSED CAPITAL REORGANISATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM of the Company to be held at 27/F, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong on Monday, 20 February 2017 at 12:00 noon is set out on pages SGM-1 to SGM-3 of this circular.

Whether or not you intend to attend and vote in person at the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

27 January 2017

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Definitions ............................................................................................................................ 1 Expected Timetable............................................................................................................. 4 Letter from the Board......................................................................................................... 6 Notice of the SGM ............................................................................................................... SGM-1

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

"associate(s)" has the meaning ascribed thereto under the Listing Rules

"Board" the board of the Directors

"Capital Reduction" the proposed reduction of the issued share capital of the

Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01

"Capital Reorganisation" the proposed reorganisation of the share capital of the

Company involving the Share Premium Cancellation, the Share Consolidation, the Capital Reduction and the Share Subdivision

"CCASS" Central Clearing and Settlement System established and operated by HKSCC

"Companies Act" the Companies Act 1981 of Bermuda

"Company" Easy One Financial Group Limited 易易壹金融集團有限 公司, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the Shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 221)

"Consolidated Shares" ordinary share(s) of HK$0.10 each in the share capital of the

Company immediately after the Share Consolidation but before the Capital Reduction and the Share Subdivision becoming effective

"Contributed Surplus Account" an account designated as the contributed surplus account of the

Company within the meaning of the Companies Act

"Director(s)" the director(s) of the Company

"Existing Share(s)" ordinary share(s) of HK$0.01 each in the existing share capital

of the Company prior to the Capital Reorganisation becoming effective

"Group" the Company and its subsidiaries

"HKSCC" Hong Kong Securities Clearing Company Limited

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 24 January 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information for inclusion in this circular

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

"New Share(s)" new ordinary share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective

"PRC" the People's Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"SGM" a special general meeting of the Company to be convened and held at 27/F, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong on Monday, 20 February 2017 at 12:00 noon or at any adjournment thereof (as the case may be) to consider and, if thought fit, approve, inter alia, the Capital Reorganisation

"Share(s)" the Existing Share(s), the Consolidated Share(s), and/or the New Share(s), as the case may be

"Share Consolidation" the proposed consolidation of every ten (10) issued and

unissued Existing Shares into one (1) Consolidated Share

"Share Premium Cancellation" the proposed cancellation of the entire amount standing to the

credit of the share premium account of the Company

"Share Subdivision" the proposed sub-division of each of the then authorised but

unissued Consolidated Shares of HK$0.10 each into ten (10)

New Shares

"Shareholder(s)" the holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited