Munsun Capital : PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer, or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Munsun Capital Group Limited, 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, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

MUNSUN CAPITAL GROUP LIMITED

麥盛 資本集團有 限公司

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

(Stock Code: 1194)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A notice convening the SGM to be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Friday, 27 September 2019 at 12:00 noon is set forth on pages 7 to 8 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy and deliver it to the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and delivery of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

11 September 2019

	CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of the SGM . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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DEFINITIONS

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

"Board"	the board of Directors
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong)
"Company"	Munsun Capital Group Limited, a company incorporated
	in the Cayman Islands and continued in Bermuda with
	limited liability, and the ordinary shares of which are
	listed on the Main Board of the Stock Exchange
"Director(s)"	director(s) of the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"PRC"	the People's Republic of China (for the purpose of this
	circular, excluding Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan)
"Proposed Change of	the proposed change of name of the Company from
Company Name"	"Munsun Capital Group Limited" to "Bay Area Gold
	Group Limited" and its secondary name in Chinese from
	"麥盛資本集團有限公司" to "灣區黃金集團有限公司"
"Registrar"	Union Registrars Limited, the branch share registrar of
	the Company
"SGM"	the special general meeting of the Company due to be
	held and convened for the purpose of considering and, if
	thought fit, passing the special resolution in respect of the
	Proposed Change of Company Name
"Share(s)"	ordinary share(s) of HK$0.001 each in the issued share
	capital of the Company

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DEFINITIONS

"Shareholder(s)"	the duly registered holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

MUNSUN CAPITAL GROUP LIMITED 麥盛 資本集團有 限公司

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

(Stock Code: 1194)

Executive Directors:	Registered office:
Mr. Yi Shuhao (Chairman and	Clarendon House
Chief Executive Officer)	2 Church Street
Mr. Chen Sheng (Vice Chairman)	Hamilton
Mr. Zhang Lirui (Vice Chairman)	HM11 Bermuda
Mr. Yu Yong (Deputy Chief Executive Officer)
Mr. Wang Baozhi	Head office and principal place of
	business in Hong Kong:
Non-Executive Director:	Units 5 & 6, 17/F,
Mr. Hsu Jing-Sheng	Convention Plaza Office Tower,
	1 Harbour Road,
Independent Non-Executive Directors:	Wan Chai,
Ms. Wong Chi Yan	Hong Kong
Professor Xiao Rong Ge
Professor Zhang Tianyu
	11 September 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 30 August 2019 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with, among other things, (i) information in respect of resolution to be proposed at the SGM for the Proposed Change of Company Name; and (ii) a notice to convene the SGM.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from "Munsun Capital Group Limited" to "Bay Area Gold Group Limited" and to change its secondary name in Chinese from

"麥盛資本集團有限公司" to "灣區黃金集團有限公司".

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will be subject to the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the SGM to approve the Proposed Change of Company Name; and
2. the Registrar of Companies in Bermuda having approved the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of the registration of the new names of the Company in place of the existing names by the Registrar of Companies in Bermuda as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda in respect of the Proposed Change of Company Name. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Stock Exchange upon the Proposed Change of Company Name becoming effective.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Group is principally engaged in mining and processing of gold ores and sale of gold products in the PRC, purchase and sale of metals and minerals in the PRC, and provision of financial services business in Hong Kong and the PRC, including asset management, securities brokerage, financing and advisory services. The business segment of gold mining operation has remained as the Group's major revenue contribution. The Board believes that the new English and Chinese names of the Company will better reflect the current status of the Company and its direction of future development. By adopting the new English and Chinese name of the Company, the Board also believes that it will provide the Company with a new corporate image and identity which will benefit the Company's future development. The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the existing holders of securities of the Company. All the existing certificates of securities in issue bearing the present name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration, and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, new certificates will bear the new name of the Company. In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names for trading of the Shares of the Company in the Stock Exchange will also be changed after the Proposed Change of Company Name has become effective.

SGM AND PROXY ARRANGEMENT

The notice of SGM is set forth in this circular. The SGM will be convened by the Company at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Friday, 27 September 2019 at 12:00 noon for the Shareholders to consider, and if thought fit, approve the Proposed Change of Company Name.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (http://www.hkexnews.hk). Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy and deliver it to the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and delivery of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution will be put to vote by way of poll at the SGM. An announcement on the poll vote results will be made by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed on Thursday, 26 September 2019 and Friday, 27 September 2019, during which period no transfer of Shares will be registered. In order to qualify to attend and vote at the SGM, all transfer documents accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, no later than 4:00 p.m. on Wednesday, 25 September 2019.

GENERAL

The Company will make further announcement(s) as and when appropriate on the arrangement relating to the trading and dealings in the securities of the Company on the Main Board of the Stock Exchange under the new names of the Company and as to when the new names of the Company will become effective.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed special resolution for approval of the Proposed Change of Company Name at the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individuality accept full responsibility, includes particulars given in compliance with the Listing Rules 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 and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

By order of the Board

Munsun Capital Group Limited

YI Shuhao

Chairman

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NOTICE OF THE SGM

MUNSUN CAPITAL GROUP LIMITED

麥盛 資本集團有 限公司

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

(Stock Code: 1194)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of Munsun Capital Group Limited (the "Company") will be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Friday, 27 September 2019 at 12:00 noon to consider and, if thought fit, passing the following resolution as a special resolution of the Company:

AS SPECIAL RESOLUTION

"THAT:

1. subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be and is hereby changed from "Munsun Capital Group Limited" to "Bay Area Gold Group Limited" and the secondary name in Chinese of the Company be and is hereby changed from "麥盛資本集團有限公司" to "灣區黃金集團有限公司" with effect from the date on which the Registrar of Companies in Bermuda registers the new English and Chinese secondary names of the Company in place of the existing English and Chinese secondary names of the Company; and
2. any director of the Company or secretary of the Company be and is hereby authorised to do all such acts and things and to sign and execute all such documents and instruments for and on behalf of the Company as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Proposed Change of Company Name."

By order of the Board

Munsun Capital Group Limited

YI Shuhao

Chairman

Hong Kong, 11 September 2019

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NOTICE OF THE SGM

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. A proxy form for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon.
4. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a corporation, either under its common seal or under the hands of any officer or attorney duly authorised.
5. In order to be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).
6. Completion and return of a proxy form shall not preclude a member from attending and voting in person at the SGM or any adjournment thereof (as the case may be) and, in such event, the proxy form appointing a proxy shall be deemed to be revoked.
7. To ascertain shareholders' eligibility to attend and vote at the SGM, the register of members will be closed on Thursday, 26 September 2019 and Friday, 27 September 2019, during which period no transfer of Shares will be registered. In order to qualify to attend and vote at the SGM, all transfer documents accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, no later than 4:00 p.m. on Wednesday, 25 September 2019.
8. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 10:00 a.m. on the date of the SGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://cpm.etnet.com.hk and on the website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

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