China Industrial Securities International Financial : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL 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 other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Industrial Securities International Financial Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

China Industrial Securities International Financial Group Limited 興證國際金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6058)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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

A notice convening the AGM to be held at Huashan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 21 May 2021 at 3:00 p.m. is set out on pages 15 to 20 of this circular. A proxy form for use at the AGM and at any adjournment thereof is enclosed with this circular. Such proxy form is also published at the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.xyzq.com.hk).

Whether or not you are able or intend to attend the AGM, 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 Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page ii of this circular for the measures being taken to prevent and control the spread of the novel coronavirus epidemic ("COVID-19") at the AGM, including but not limited to:

•

•

•

•

compulsory body temperature screening/checks compulsory wearing of surgical face mask no refreshment or drinks will be served and no corporate gift will be distributed other safety measures as appropriate

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the AGM venue.

In light of the continuing risks posed by the COVID-19 pandemic and as part of the Company's control measures to safeguard the health and safety of the shareholders of the Company, the Company strongly encourages the shareholders of the Company to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

26 March 2021

TABLE OF CONTENTS
Page
PRECAUTIONARY MEASURES FOR THE AGM ...............................	ii
DEFINITIONS ...........................................................	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IssueMandate ........................................................	5
BuyBackMandate ....................................................	5
Re-electionofRetiringDirectors .........................................	6
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VotingbyPoll ........................................................	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ResponsibilityStatement ................................................	7
APPENDIX I - EXPLANATORY STATEMENT ..............................	8
APPENDIX II - DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED .........................	12
NOTICE OF ANNUAL GENERAL MEETING ..................................	15

- i -

PRECAUTIONARY MEASURES FOR THE AGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19 pandemic, the Company will implement the following at the AGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

• (1) Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of the AGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue.

• (2) Every attendee must wear a surgical face mask throughout the AGM and inside the AGM venue. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks. The Company will maintain a safe distance between seats.

• (3) No refreshment or drinks will be served and no corporate gift will be distributed

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law. For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms before the prescribed time, instead of attending the AGM in person.

The proxy form, which can also be downloaded from the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.xyzq.com.hk), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. The Shareholders should check the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) or the Company's website (www.xyzq.com.hk) for any future announcements and updates on the AGM arrangements.

Other precautionary measures for the AGM may be adopted by the Company to prevent COVID-19 pandemic according to the latest regulations published by the government of Hong Kong from time to time.

We sincerely apologise for any inconvenience caused to any participants in the AGM due to the measures taken at the AGM to protect participants against the COVID-19 pandemic.

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

"2020 AGM"	the annual general meeting of the Company held on 22 May
2020
"AGM"	the annual general meeting of the Company to be held at
Huashan Room, Level 5, Island Shangri-La, Hong Kong,
Pacific Place, Supreme Court Road, Central, Hong Kong on
Friday, 21 May 2021 at 3:00 p.m. or its any adjournment
thereof
"AGM Notice"	the notice convening the AGM set out on pages 15 to 20 of
this circular
"Articles"	the articles of association of the Company, as amended,
supplemented or otherwise modified from time to time
"Board"	the board of Directors
"Buy Back Mandate"	a general and unconditional mandate proposed to be granted
to the Directors to exercise all powers of the Company to
buy back the Shares as set out in resolution 4(B) of the
AGM Notice
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Companies Law"	the Companies Law, Cap 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands, as
amended, supplemented or otherwise modified from time to
time
"Company"	China Industrial Securities International Financial Group
Limited, a company incorporated in the Cayman Islands
with limited liability and the issued Shares of which are
listed on the Stock Exchange
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
DEFINITIONS
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"China Industrial Securities"	China Industrial Securities Co., Ltd.* (formerly known as
Industrial Securities Co., Ltd.)（興業證劵股份有限公司）,
a company established under the laws of the PRC on 30
June 1994 with limited liability whose shares are listing on
The Shanghai Stock Exchange (stock code: 601377)
"Issue Mandate"	a general and unconditional mandate proposed to be granted
to the Directors to exercise all powers of the Company to
allot, issue and deal with the Shares as set out in resolution
4(A) of the AGM Notice
"Latest Practicable Date"	22 March 2021, being the latest practicable date prior to
the printing of this circular for the purpose of ascertaining
certain information contained therein
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange, as amended, supplemented or otherwise
modified from time to time
"PRC"	the People's Republic of China and for the purpose of
this circular, excluding Hong Kong, the Macau Special
Administrative Region and Taiwan
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong) as amended, supplemented or
otherwise modified from time to time
"Share(s)"	the ordinary share(s) of HK$0.1 each in the issued share
capital of the Company
"Shareholder(s)"	registered holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules

"substantial shareholder(s)"

has the meaning ascribed to it under the Listing Rules

"Takeovers Code"

the Codes on Takeovers and Mergers and Share Buy-backs as amended, supplemented or otherwise modified from time to time and administered by the Securities and Futures Commission of Hong Kong

"%"

per cent.

*For identification purpose only

China Industrial Securities International Financial Group Limited 興證國際金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6058)

Non-executive Director:	Registered Office:
Mr. Huang Yilin (Chairman)	PO Box 1350, Clifton House
75 Fort Street
Executive Directors:	Grand Cayman KY1-1108
Mr. Li Baochen (Chief Executive Officer)	Cayman Islands
Mr. Wang Xiang
Ms. Zeng Yanxia	Principal Place of Business
Ms. Zhang Chunjuan	in Hong Kong:
32/F, Infinitus Plaza
Independent non-executive Directors:	199 Des Voeux Road Central
Ms. Hong Ying	Hong Kong
Mr. Tian Li
Mr. Qin Shuo
26 March 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (a) the AGM Notice; and (b) information in respect of the resolutions to be proposed at the AGM for the Buy Back Mandate, the Issue Mandate (including the extension of the Issue Mandate) and the re-election of retiring Directors.

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares pursuant to an ordinary resolution passed by the Shareholders at the 2020 AGM will lapse at the conclusion of the AGM, the ordinary resolutions will be proposed at the AGM in relation to the Issue Mandate and authorisation of the extension of the Issue Mandate to allot, issue and deal with the Shares bought back by the Company under the Buy Back Mandate, details of which are set out in ordinary resolutions 4(A) and 4(C) of the AGM Notice. The Shares which may be allotted and issued pursuant to the Issue Mandate is limited to a maximum of 20% of the aggregate number of Shares in issue at the date of passing of the proposed resolution of the Issue Mandate at the AGM. As at the Latest Practicable Date, the total number of Shares in issue was 4,000,000,000 Shares. Assuming that there is no change in the total number of Shares in issue between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be allotted, issued and dealt with pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 800,000,000 Shares.

The Issue Mandate will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting of the Company revoking or varying the authority given to the Directors.

Subject to and conditional on the passing of the ordinary resolutions in relation to the Issue Mandate and the Buy Back Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by adding to the Issue Mandate those Shares bought back by the Company under the Buy Back Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the Shares in issue on the date of passing of the resolution in relation to the Issue Mandate.

BUY BACK MANDATE

Given that the general mandate granted to the Directors to buy back Shares pursuant to an ordinary resolution passed by the Shareholders at the 2020 AGM will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM in relation to the Buy Back Mandate, details of which are set out in ordinary resolution 4(B) of the AGM Notice. The Shares which may be bought back pursuant to the Buy Back Mandate is limited to a maximum of 10% of the aggregate number of the Shares in issue at the date of passing of the proposed resolution of the Buy Back

Mandate at the AGM.

The Buy Back Mandate will remain in effect until at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting of the Company revoking or varying the authority given to the Directors.

An explanatory statement containing information regarding the Buy Back Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprised Mr. Huang Yilin as non-executive Director; Mr. Li Baochen, Mr. Wang Xiang, Ms. Zeng Yanxia and Ms. Zhang Chunjuan as executive Directors; and Ms. Hong Ying, Mr. Tian Li and Mr. Qin Shuo as independent non-executive Directors.

Pursuant to articles 108(a) and (b) of the Articles, Mr. Huang Yilin, Ms. Hong Ying and Mr. Tian Li shall retire from office, and being eligible, will offer themselves for re-election as the Directors at the AGM.

The nomination committee of the Company has assessed and reviewed each of the independent non-executive Directors' annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 to the Listing Rules and confirmed that all independent non-executive Directors remain independent.

Particulars of the Directors who offer themselves for re-election (the "Retiring Directors") are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The AGM Notice is set out on pages 15 to 20 of this circular. At the AGM, ordinary resolutions in respect of, among others, the Issue Mandate (including the extension of the Issue Mandate), the Buy Back Mandate and the re-election of Retiring Directors will be proposed.

A form of proxy for use in connection with the AGM is enclosed with this circular. In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 48 hours before the time appointed for holding the AGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the AGM or at any adjournment should he/she/it so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all resolutions as set out in the AGM Notice to be proposed at the AGM shall be voted by poll. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the ordinary resolutions in relation to the Issue Mandate (including the extension of the Issue Mandate), the Buy Back Mandate and the re-election of the Retiring Directors are in the interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the AGM Notice on pages 15 to 20 of this circular.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually 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.

Your attention is also drawn to the information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board

China Industrial Securities International Financial Group Limited

Huang Yilin

Chairman

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Buy Back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,000,000,000 Shares.

Subject to the passing of the ordinary resolution for the approval of the Buy Back Mandate and on the basis that no further Shares are issued and no Shares are bought and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors would be authorised to buy back up to a maximum of 400,000,000 Shares, representing 10% of the issued Shares as at the date of passing of the ordinary resolution up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the revocation or variation of the Buy Back Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

2. REASONS FOR BUY BACK

The Directors consider that the Buy Back Mandate is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. An exercise of the Buy Back Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or the earnings per Share and will only be made when the Directors believe that such buy back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY BACK

Pursuant to the Buy Back Mandate, buy backs would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the Cayman Islands laws and the memorandum of association of the Company, the Articles and the

Listing Rules for such purpose.

4. IMPACT OF BUY BACK

An exercise of the Buy Back Mandate in full could have a material adverse impact on the working capital or gearing position of the Company compared with the position disclosed in the latest published audited consolidated financial statements of the Company for the year ended 31 December 2020. The Directors do not, however, intend to make any buy back in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy backs pursuant to the Buy Back Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

To the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor their respective close associates have any present intention to sell to the Company or its subsidiaries any of the Shares in the event that the Buy Back Mandate is approved by the Shareholders.

6. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a buy back of Shares pursuant to the Buy Back Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Industrial Securities (Hong Kong) Financial Holdings Limited was beneficially interested in 2,077,337,644 Shares, representing approximately 51.93% of the total number of issued Shares. Industrial Securities (Hong Kong) Financial Holdings Limited is owned as to 100% by China

Industrial Securities.

In the event that the Buy Back Mandate was exercised in full by the Directors, the percentage shareholding of Industrial Securities (Hong Kong) Financial Holdings Limited would increase to approximately 57.70% (if the present shareholdings otherwise remain the same). Such increase would not result in Industrial Securities (Hong Kong) Financial Holdings Limited to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases made pursuant to the Buy Back Mandate.

As at the Latest Practicable Date, the Directors had no intention to exercise any of the Buy Back Mandate to such an extent as would give rise to the above offer under the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences of buy backs which may result in the number of Shares in the hands of public falling below the minimum prescribed percentage of 25% as required by the Listing Rules.

7. SHARES BUY BACKS MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

8. BUY BACK OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Buy

Back Mandate is approved by the Shareholders at the AGM.

9.

SHARE PRICES

The highest and lowest prices at which Shares have traded on the Stock Exchange duringeach of the twelve months preceding the Latest Practicable Date were as follows:

Share Prices

Highest	Lowest
HK$	HK$
2020
March	0.345	0.250
April	0.315	0.250
May	0.305	0.202
June	0.385	0.220
July	0.430	0.300
August	0.370	0.290
September	0.300	0.250
October	0.315	0.265
November	0.330	0.250
December	0.310	0.250
2021
January	0.330	0.250
February	0.290	0.255
March (up to the Latest Practicable Date)	0.275	0.248

The following are the particulars of the Directors proposed to be re-elected at the AGM:

Save as disclosed herein and as at the Latest Practicable Date, none of the following

Directors holds any directorships in other listed public companies in Hong Kong or overseas in the last three years.

Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors holds any other positions with the Group.

Save as disclosed herein and as at the Latest Practicable Date, none of the following Directors has any relationship with any other Directors, senior management, substantial or controlling Shareholders.

Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders nor any information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. Huang Yilin

Mr. Huang Yilin ("Mr. Huang"), aged 52, was appointed as a non-executive Director on 12 July 2017 and a member of audit committee under the Board, the chairman of the Board, the chairman of nomination committee under the Board and a member of remuneration committee on 6 August 2019. Mr. Huang was also appointed as a director of Industrial Securities (Hong Kong) Financial Holdings Limited on 12 July 2017, which is the controlling shareholder of the Company (as defined in the Listing Rules). Mr. Huang has over 20 years of experience in the financial services industry.

Mr. Huang is currently the vice president of China Industrial Securities and supervisor and chief supervisor of Aegon-Industrial Fund Management Co., Ltd. He was the general manager of R&D Center, the general manager of customers of asset management, the assistant to the president and the general manager of investment bank headquarter, the general manager of fixed income and derivatives product department, and the general manager of fixed income business headquarter of China Industrial Securities.

Mr. Huang obtained a doctor's degree in western economics from Wuhan University, the PRC in July 1998.

Mr. Huang has entered into a service contract with the Company for a term of three years commencing from 12 July 2020, subject to the provisions of retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Huang is not entitled to receive any emolument.

As at the Latest Practicable Date, Mr. Huang beneficially owned 2,264,384 Shares. Save as disclosed herein, Mr. Huang does not have any interest in the Shares within the meaning of Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Hong Ying

Ms. Hong Ying ("Ms. Hong"), aged 70, was appointed as an independent non-executive Director on 27 July 2016 and the chairman of audit committee under the Board on 30 September 2016. Ms. Hong has over 42 years of experience in the accounting industry. Ms. Hong is also qualified as a fellow certified public accountant and senior accountant in the PRC and a fellow certified public accountant of CPA Australia, and international associate member of Hong Kong CPA. Currently, Ms. Hong is the chairlady and legal representative of Beijing Fortune C.P.A Limited, a firm engaged in enterprise audit and accounting and consulting services, which is based in the PRC. Ms. Hong is also the chairlady and legal representative of Beijing Fortune International Enterprise Management Consulting Limited, and the chairlady of Fortune International (Asia)

Limited and a director and council member of The Hong Kong Independent Non-Executive Director Association. Ms. Hong was appointed as an independent director of Hangzhou Wanshili Silk Culture Co., Ltd（. 杭州萬事利絲綢文化股份有限公司）on 19 December 2018 and an independent director of Jilin Jinguan Electric Co., Ltd（. 吉林金冠電氣股份有限公司）on 16 October 2019, and a director of The Hong Kong Chinese Enterprises Association on 16 September 2020.

Ms. Hong completed the Finance CEO programme jointly offered by the Cheung Kong Graduate School of Business, Columbia Business School and London Business School in January 2009, and obtained a certificate in Executive Management from the Golden Gate University, the United States in August 1993.

Ms. Hong has entered into a service contract with the Company for a term of three years commencing from 27 July 2019, subject to the provisions of retirement by rotation and re-election in accordance with the articles of association of the Company. Ms. Hong is entitled to receive remuneration of HK$250,000 per annum. Such remuneration will be determined annually by the remuneration committee of the Company by reference to her relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.

As at the Latest Practicable Date, Ms. Hong does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Tian Li

Mr. Tian Li ("Mr. Tian"), aged 52, was appointed as an independent non-executive Director on 27 July 2016 and the chairman of remuneration committee and a member of audit committee and nomination committee under the Board on 30 September 2016. Mr. Tian has over 20 years of experience in the financial services industry. Mr. Tian is a director of Shanghai Tuhong Investment Management Company Limited （上海圖鴻投資管理有限公司） , a company primarily engages in strategic investment, asset management, and the provision of corporate advisory services, and an independent director of China Industrial International Trust Limited. For the avoidance of doubt, China Industrial International Trust Limited is a subsidiary of Industrial Bank Co. Ltd （興業銀行 股份有限公司） , which like China Industrial Securities, is partially owned by Fujian Provincial Department of Finance （福建省財政廳） . He is also an executive director of New York Institute of Finance Inc., an executive director and chief executive officer of NYIF International Holding LLC, a legal representative of NYIF Information Technology Development Co., Ltd. and a managing director of Shanghai Li Ding Information Technology Development Limited （上海力鼎信息科技 發展有限公司） and Shanghai Hui Sheng Equity Investment Management Limited （上海惠盛股權 投資管理有限公司） respectively. Mr. Tian's previous experiences include employment with Bank of China International Limited as group executive director and head of financial institutions from January 2002 to October 2004.

Mr. Tian graduated with a bachelor's degree in engineering from the People's Liberation Army University of Science and Technology (previously known as the People's Liberation Army Institute of Engineering Corps), the PRC, in July 1990. He then obtained a master's degree in civil engineering from Cleveland State University, the United States, in August 1996, and a further master's degree in business administration from Duke University, the United States, in May 1999.

Mr. Tian has entered into a service contract with the Company for a term of three years commencing from 27 July 2019, subject to the provisions of retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Tian is entitled to receive remuneration of HK$250,000 per annum. Such remuneration will be determined annually by the remuneration committee of the Company by reference to his relevant experience, responsibilities, workload and time devoted to the Group and performance of the Group.

As at the Latest Practicable Date, Mr. Tian does not have any interest in the Shares within the meaning of Part XV of the SFO.

China Industrial Securities International Financial Group Limited 興證國際金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6058)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Industrial Securities International Financial Group Limited (the "Company") will be held at Huashan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 21 May 2021 at 3:00 p.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the reports of the board (the "Board") of directors (the "Director(s)") and independent auditor of the Company.

2.	(A)	To re-elect Mr. Huang Yilin as a non-executive Director;
(B)	To re-elect Ms. Hong Ying as an independent non-executive Director;
(C)	To re-elect Mr. Tian Li as an independent non-executive Director; and
(D)	To authorise the Board to fix the Directors' remuneration.
3.

To re-appoint KPMG as the auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorise the Board to fix its remuneration.

and to consider and, if thought fit, pass the following resolutions (with or without modifications) as ordinary resolutions:

ORDINARY RESOLUTIONS

4.

(A)

"THAT:

• (a) subject to paragraph (c) of this Resolution below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company (the "Shares") or securities convertible into the Shares, or options or warrants for similar rights to subscribe for any Shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into or exchangeable for Shares) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into or exchangeable for Shares) which might require the exercise of such powers during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the board of directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company (the "Articles of Association") from time to time; or (iv) an issue of shares upon the exercise of the subscription rights under any option scheme or similar arrangement for the grant or issue to employees and other participants of the Company and/or any of its subsidiaries and associated companies of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:

"Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company, the Companies Law of the Cayman Islands or any other applicable laws of the Cayman Islands; and

• (iii) the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the Shareholders in general meeting.

"Right Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions of obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

(B) "THAT: (a) subject to paragraph (b) of this Resolution below, the exercise by the

Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares in the share capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange under the Hong Kong Code on Share Buy-backs issued by the Commission for this purpose, and in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares which may be bought back by the Company pursuant to the approval in paragraph (a) of the Resolution above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution,

  "Relevant Period" means the period from the date of the passing of this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association, the Companies Law, or any other applicable laws of the Cayman Islands; and

  • (iii) the revocation or variation of the authority given to the Directors under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting."

(C) "THAT subject to the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening the annual general meeting of the Company of which this Resolution forms part (the "Notice"), the general mandate referred to in the Resolution numbered 4(A) as set out in the Notice be extended by the addition to the aggregate number of shares of the Company (the "Shares") which may be allotted and issued or agreed to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of Shares bought back by the Company pursuant to the mandate referred to in Resolution numbered 4(B) as set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of issued Shares as at the date of passing of this Resolution."

By Order of the Board

China Industrial Securities International Financial Group Limited

Huang Yilin

Chairman

Hong Kong, 26 March 2021

Principal Place of Business in Hong Kong:	Registered Office:
32/F, Infinitus Plaza	PO Box 1350, Clifton House
199 Des Voeux Road Central	75 Fort Street
Hong Kong	Grand Cayman KY 1-1108
Cayman Islands
Notes:

• 1. Precautionary measures for the annual general meeting (the "AGM")

  Please refer to page ii of this circular for the measures being taken to prevent and control the spread of the novel coronavirus epidemic ("COVID-19") at the AGM, including but not limited to:

  • compulsory body temperature screening/checks

  • compulsory wearing of surgical face mask

  • no refreshment or drinks will be served and no corporate gift will be distributed

  • other safety measures as appropriate

  Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine will be denied entry into or be required to leave the AGM venue.

  In light of the continuing risks posed by the COVID-19 pandemic and as part of the Company's control measures to safeguard the health and safety of the shareholders of the Company, the Company strongly encourages the shareholders of the Company (the "Shareholder") to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified in note 4 below, instead of attending the AGM in person.

• 2. Any shareholder of the Company entitled to attend and vote at the AGM convened by the Notice or its any adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the Articles of Association. A proxy need not be a Shareholder but must be present in person at the AGM to represent the Shareholder. 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.

• 3. A form of proxy for use in connection with the AGM is enclosed. If you are not able to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or its any adjournment should he/she/it so wish.

• 4. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time appointed for holding the AGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or its any adjournment should he/she/it so wish.

• 5. Where there are joint holders of any Share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but should more than one of such joint holders be present at the AGM in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

• 6. For determining the entitlement to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the AGM, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 14 May 2021.

• 7. If typhoon signal no. 8 or above, or a "black" rainstorm warning is hoisted on the date of the AGM, the meeting will be postponed. The Company will post an announcement on The Stock Exchange of Hong Kong Limited website atwww.hkexnews.hkand the Company's website at www.xyzq.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

• 8. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. The Shareholders should check the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) or the Company's website (www.xyzq.com.hk) for any future announcements and updates on the AGM arrangements.