China Financial Leasing : MEMORANDUM OF UNDERSTANDING IN RELATION TO PROPOSED ACQUISITIONS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CHINA FINANCIAL LEASING GROUP LIMITED

中 國 金 融 租 賃 集 團 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2312)

MEMORANDUM OF UNDERSTANDING

IN RELATION TO PROPOSED ACQUISITIONS

This announcement is made by China Financial Leasing Group Limited (the "Company") and its subsidiaries (collectively the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

MEMORANDUM OF UNDERSTANDING

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that on 29 July 2020 (after trading hours), China Finance Qianhai (Hong Kong) Limited (the "Purchaser"), a wholly-owned subsidiary of the Company, as potential purchaser, entered into a non-legally binding memorandum of understanding (the "MOU") with potential vendor (the "Potential Vendor"). Pursuant to the MOU, the Purchaser intends

to acquire, and the Potential Vendor intend to dispose of, part of the registered capital in 遠豐仁商軟件技術（上海）有限公司 (the "Target Company") (the "Proposed Acquisition").

As at the date of the MOU, the Potential Vendor confirms that the Potential Vendor hold approximately 76.65% of registered capital of the Target Company. The Target Company is a company incorporated in the People's Republic of China (the "PRC"). The Target Company is a corporation which principally engaged in providing e-commerce solutions to corporations in the PRC.

• For identification purpose only

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Principal Terms of the MOU

Date

29 July 2020 (after trading hours).

Parties

1. The Purchaser; and
2. the Potential Vendor.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Potential Vendor and their ultimate beneficial owners are independent third parties of the Company and its connected persons (as defined under the Listing Rules).

Consideration

The consideration for the Proposed Acquisition and the manner of payment shall be further negotiated between the Purchaser and the Potential Vendor and be determined in the Formal Agreement (as defined below).

Exclusivity

During the period from the date of the MOU to 1 February 2021 (the "Exclusivity Period"), the Potential Vendor will, in good faith, negotiate with the Purchaser exclusively on the Proposed Acquisition and will not (whether directly or indirectly through affiliate, agent or representative) discuss, negotiate and/or enter into any agreement, arrangement or understanding with any other party with respect to the disposal of the Target Company or any of its business.

Due diligence review

Pursuant to the MOU, the Purchaser may conduct due diligence review on the business, financial and legal affairs of the Target Company upon signing of the MOU. The Potential Vendor shall use their best endeavours to procure the Target Company and its agent to provide such assistance and information as is necessary for the Purchaser to complete its due diligence review on the Target Company.

Formal Agreement

The Purchaser and the Potential Vendor shall use their best endeavours to procure a legally binding formal agreement in relation to the Proposed Acquisition ("Formal Agreement") within the Exclusivity Period.

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Termination

The MOU will be terminated at the earlier of:

1. the expiry of the Exclusivity Period; or
2. the date of execution of the Formal Agreement.

REASON FOR AND BENEFIT OF THE PROPOSED ACQUISITION

In order to maximise return to the Company and the shareholders of the Company, the Directors consider that it is in the interests of the Company and its shareholders as a whole to enter into the MOU to explore the possibility of diversification of the investment portfolios of the Group.

GENERAL

As at the date of this announcement, the terms and conditions of the Proposed Acquisition are still being negotiated and no legally binding agreement(s) has been entered into. The Proposed Acquisition, if materialised, may constitute notifiable transaction(s) for the Company under the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate in compliance with the Listing Rules.

As the Proposed Acquisition may or may not proceed, shareholders and investors are reminded to exercise caution when dealing in the shares.

For and on behalf of the Board

CHINA FINANCIAL LEASING GROUP LIMITED

Liu Hailong

Chairman

Hong Kong, 29 July 2020

As at the date of this announcement, the board of Directors of the Company comprises Mr. Chan Chi Hang as executive Director, Mr. Liu Hailong (Chairman) and Mr. Liu Yang (Vice Chairman) as non-executive Directors, Mr. Yip Ming, Mr. Tsang Chung Sing Edward, Mr. Zhang Bin and Mr. Wang Ruiyang as independent non-executive Directors.

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