Momentum Financial : (1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about 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 Momentum Financial Holdings Limited (the ''Company''), you should at once hand this circular with 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 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 1152)

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

Unless the context requires otherwise, capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' of this circular.

A notice convening the annual general meeting (the ''AGM'') to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 28 June 2021 at 11:00 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the AGM is enclosed. 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 return the same to the office of the Company's branch share registrar 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 holding the AGM or any adjournment thereof (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the AGM or at any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

The following precautionary measures will be taken by the Company for the AGM to prevent the spread of coronavirus disease:

• compulsory body temperature checks
• compulsory wearing of face masks (please bring your own)
• no provision of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Shareholders are reminded that they may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

11 May 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed general mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . .	4
Proposed re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	- Details of retiring Directors proposed to be re-elected . . . . . . . . . . . .	11
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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the annual general meeting of the Company to be held and convened at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 28 June 2021 at 11:00 a.m., notice of which is set out on pages 14 to 17 of this circular or, where the context so requires any adjournment thereof

DEFINITIONS

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

''AGM''

''Board''	the board of Directors
''Bye-laws''	the bye-laws of the Company
''Company''	Momentum Financial Holdings Limited, a company
	incorporated in Bermuda with limited liability and the
	Shares of which are listed on the main board of the Stock
	Exchange (stock code: 1152)
''Controlling Shareholder(s)''	has the meaning ascribed thereto under the Listing Rules
''Director(s)''	the directors of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Issue Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all the powers of the Company
	to allot, issue and deal with additional Shares up to the
	amount not exceeding 20% of the aggregate number of
	shares of the Company in issue as at the date of passing of
	the relevant resolution at the AGM granting such mandate
''Latest Practicable Date''	6 May 2021, being the latest practicable date prior to
	printing of this circular for the purpose of ascertaining
	certain information herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Notice of AGM''	the notice to convene the AGM set out on pages 14 to 17 of
	this circular

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DEFINITIONS

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code'' ''Triumph Hope''

''HK$'' ''%''

a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to the amount not exceeding 10% of the aggregate number of shares of the Company in issue as at the date of passing of the relevant resolution granting such mandate

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

ordinary shares of HK$0.005 each in the share capital of the Company

the holders of the Shares

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers

Triumph Hope Limited, a company incorporated in the British Virgin Islands with limited liability and wholly and beneficially owned by Mr. Chan Chung Shu, a Controlling Shareholder of the Company

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)
(Stock Code: 1152)
Executive directors:	Registered office:
Mr. Ng Hoi	Clarendon House
Mr. Huang Jian	2 Church Street
Mr. Liu Xin Chen	Hamilton HM 11
Mr. Chan Chun Man	Bermuda
Non-executive director:	Headquarter and Principal Place of
Mr. Chong Yu Keung	Business in Hong Kong:
	Room 2407, 24/F
Independent non-executive directors:	China Resources Building
Mr. Wong Lap Wai	26 Harbour Road
Mr. Yeh Tung Ming	Wanchai
Mr. Li Guang Jian	Hong Kong
	11 May 2021

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the Issue Mandate and the Repurchase Mandate; and (ii) the re-election of retiring Directors.

The purpose of this circular is to provide you with the Notice of AGM and information reasonable and necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

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