Gome Finance Technology : Circulars - (1) Proposed Grant of General Mandates to Issue and Repurchase Shares (2) Proposed Re-election of Directors and (3) Notice of Annual 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 shares in Gome Finance Technology Co., Ltd. (the "Company"), 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 transfer was effected for 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.

國美金融科技有限公司

Gome Finance Technology Co., Ltd.

(formerly known as 華銀控股有限公司 Sino Credit Holdings Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 628)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. PROPOSED RE-ELECTION OF DIRECTORS AND
3. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the "AGM") to be held at Harbour View Room III & IV, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 23 May 2017, at 10:30 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, 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 and in any event not less than 48 hours before the time appointed for the holding of the AGM 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 AGM 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.

19 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II - Details of Directors proposed to be re-elected at the AGM . . . . . . . . . . . . 10 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

"AGM" the annual general meeting of the Company to be convened and held on Tuesday, 23 May 2017 at Harbour View Room III & IV, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong at 10:30 a.m.

"associate(s)" has the meaning ascribed to this term under the Listing Rules

"Board" the board of Directors

"Bye-laws" the bye-laws of the Company, as amended from time to time

"Company" Gome Finance Technology Co., Ltd., a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

"Companies Act" Companies Act 1981 of Bermuda as amended from time to time

"connected person" has the same meaning ascribed to it under the Listing Rules

"Directors" the directors of the Company

"Group" the Company and all of its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Issuance Mandate" the issuance mandate proposed to be granted to the Directors at

the AGM to issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of granting of the Issuance Mandate

"Latest Practicable Date" 12 April 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained in this circular

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

"Repurchase Mandate" the repurchase mandate proposed to be granted to the Directors at

the AGM to repurchase up to 10% of the issued share capital of the Company as at the date of granting of the Repurchase Mandate

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

國美金融科技有限公司

Gome Finance Technology Co., Ltd.

(formerly known as 華銀控股有限公司 Sino Credit Holdings Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 628)

Executive Directors: Registered Office:

Mr. Ding Donghua Clarendon House

Mr. Zhang Jun 2 Church Street

Mr. Chung Tat Fun Hamilton HM 11

Bermuda

Non-executive Director:

Ms. Wei Qiuli Head office and principal place

of business in Hong Kong:

Independent non-executive Directors: Suite 2912, 29th Floor

Mr. Zhang Liqing Two International Finance Centre

Mr. Li Liangwen 8 Finance Street, Central

Mr. Hung Ka Hai Clement Hong Kong

19 April 2017

To the Shareholders

Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. PROPOSED RE-ELECTION OF DIRECTORS AND
3. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM and to give you the notice of AGM.

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of Issuance Mandate and Repurchase Mandate to the Directors; (ii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iii) the re-election of Directors.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issuance Mandate and the Repurchase Mandate.

Issuance Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the Issuance Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to the share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate nominal amount of up to 20% of the issued Shares as at the date of granting of the Issuance Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the Issuance Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 2,701,123,120 Shares in issue. Subject to the passing of the resolution for the approval of the Issuance Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issuance Mandate to allot, issue and deal with a maximum of 540,224,624 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 270,112,312 Shares.

The Issuance Mandate, extended Issuance Mandate and Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate, extended Issuance Mandate and Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act, or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the Issuance Mandate, extended Issuance Mandate or Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to Bye-law 87(1) of the Bye-laws, at each annual general meeting, one-third of the Directors (including the chairman and/or the managing director of the Company) for the time being (or, if their number is not a multiple of three (3) the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall retire from office by rotation at least once every three years. A retiring Director shall be eligible for re-election.

In accordance with Bye-law numbers 86(2) and 87(1) of the Bye-laws, Mr. Chung Tat Fun, Mr. Zhang Jun and Mr. Hung Ka Hai Clement shall retire from office at the AGM and being eligible, offer themselves for re-election. At the AGM, ordinary resolutions will be proposed to re-elect Mr. Chung Tat Fun and Mr. Zhang Jun as the Executive Directors and Mr. Hung Ka Hai Clement as the Independent Non-executive Director.

For administrative convenience and flexibility, the Board seeks to be authorised by the Shareholders to fix the remuneration of the Directors.

Particulars relating to Mr. Chung Tat Fun, Mr. Zhang Jun and Mr. Hung Ka Hai Clement are set out in Appendix II to this circular.

AGM

A notice convening the AGM is set out on pages 13 to 17 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, (i) the granting of Issuance Mandate and Repurchase Mandate to the Directors; (ii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and

(iii) the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, 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 and in any event not less than 48 hours before the time appointed for the holding of the AGM 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 AGM 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.

All the resolutions proposed to be approved at the AGM will be taken by poll in accordance with the Listing Rules and an announcement will be made by the Company after the AGM on the results of the AGM.

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.

RECOMMENDATIONS

The Directors consider that (i) the granting of Issuance Mandate and Repurchase Mandate to the Directors; (ii) the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iii) the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the AGM.

By order of the Board

Gome Finance Technology Co., Ltd. Ding Donghua

Executive Director

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. EXERCISE OF REPURCHASE MANDATE

   As at the Latest Practicable Date, the issued share capital of the Company comprised 2,701,123,120 fully paid Shares.

   Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 270,112,312 fully paid Shares, representing approximately 10% of the issued share capital of the Company as at the date of passing of the resolution.

2. REASONS FOR THE REPURCHASE

   The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASE

   Repurchase would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available for such purpose in accordance with any applicable laws of Bermuda, the Companies Act, the memorandum of association of the Company, the Bye-laws and the Listing Rules.

4. IMPACT OF REPURCHASE

   An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2016, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5. SHARE PRICES

   The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

   Highest HK$	Lowest HK$
   2016 April	1.38	1.10
   May	1.26	1.09
   June	1.17	0.90
   July	1.20	0.91
   August	1.30	0.96
   September	1.53	1.21
   October	1.37	1.05
   November	1.30	1.10
   December	1.20	1.00
   2017 January	1.28	0.99
   February	1.22	1.10
   March	1.20	0.99
   April (up to the Latest Practicable Date)	1.48	1.00

6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

   None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

   The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a connected person and a connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

   No connected persons of the Company have notified the Company that they have a present intention to sell any Shares to the Company nor have any such connected persons undertaken not to sell any of the Shares held by them to the Company in the event that the Repurchase Mandate is passed.

7. 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 repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE

   If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

   To the best knowledge of the Director, based on the shareholding information available to the Directors, as at the Latest Practicable Date, an exercise of the Repurchase Mandate in full will not result in any of the Shareholders becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

   As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

9. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

Mr. Chung Tat Fun, aged 56 was appointed as an Executive Director in February 2014. Mr. Chung has extensive operation and management experience in businesses of various industries, including financing services, assets management, equity investment and property investment for over 20 years. Mr. Chung is a member of the committee of All-China Federation of Returned Overseas Chinese (中華全國歸國華僑聯合會), a vice president of China Federation of Overseas Chinese Entrepreneurs (中 國僑商聯合會), a member of the standing committee of Guangdong Province Returned Overseas Chinese Association (廣東省歸國華僑聯合會), a standing executive vice president of Guangdong International Overseas Chinese Chamber of Commerce (廣東省國際華商會), a standing committee of the Guangzhou Yuexiu District Committee of Chinese People's Political Consultative Conference of Yuexiu (廣州市越秀 區政協委員會) and a member of the Guangdong Committee of Chinese People's Political Consultative Conference (廣州市政協委員會委員). Mr. Chung has sponsored various charity activities in Mainland China.

As at the Latest Practicable Date, Light Tower Holding Limited ("Light Tower") was the beneficial owner of 60,000,000 Shares. Light Tower is wholly and beneficially owned by Mr. Chung. Mr. Chung was granted 6,000,000 Share options by the Company. Save as disclosed above, Mr. Chung does not have, and is not deemed to have, any interests or short positions in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Chung entered into a service agreement with the Company with no specific term for his appointment but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Chung is entitled to receive an annual remuneration packages of HK$731,000 (which was pro-rata to the period of services in the year of his appointment) for the period ended 31 December 2016 which was reviewed by the Remuneration Committee and determined by the Board with reference to the prevailing market rate and his duties and responsibilities in the Company. Mr. Chung has unconditionally and irrevocably agreed to waive and forgo his salary with effect from 5 September 2016.

Save as disclosed above, (i) Mr. Chung does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Chung does not hold any other positions with the Company or other members of the Group; (iii) Mr. Chung does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (iv) there is no information that should be disclosed pursuant to sub-paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.