Convening a Special General Meeting

• Shareholders holding in aggregate of not less than one-tenth (1/10) of the paid up capital can send a written request to the Board of Directors (the “Board”) or the Secretary of Asia Financial Holdings Limited (the “Company”) to request a Special General Meeting (“SGM”).

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• The written request should be deposited at the principal place of business of the Company at 16th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong, for the attention of the Company Secretary.

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• The written request must state the resolution(s), accompanied by a statement of the matters referred in the proposed resolution(s) and signed by the shareholders concerned.

• The request will be verified with the Company’s branch share registrar and upon its confirmation that the request is proper and in order, the Company will convene a SGM within twenty-one (21) days of the deposit of the request. The actual SGM shall be held within two (2) months after the deposit of the written request.

• Notice of SGM will be sent out at least fourteen (14) clear days before the meeting unless shorter notice is permitted by the majority members having the right to attend and vote at the meeting.

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Making Proposals at Shareholders’ Meeting

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• Shareholder can send a written request to the Board or the Secretary of the Company to make proposal(s) at a shareholders’ meeting.
   

• The written request must state the resolution(s), accompanied by a statement of the matters referred in the proposed resolution(s) and signed by the shareholder concerned.
   

• The written request should be deposited with the Company at its principal place of business at least fourteen (14) clear days before the date of the shareholders’ meeting.
   

• The request will be verified with the Company’s branch share registrar and upon its confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the proposed resolution(s) in the agenda for the shareholders’ meeting.
   

• A revised notice of the shareholders’ meeting that included the proposed resolution(s) will be issued to the shareholders.

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Demanding Poll Voting

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• In accordance with the Company’s Bye-law 66(1) & (2), shareholders can demand poll voting at any general meeting if: (i) at least three (3) shareholders present in person or by proxy that are entitled to vote at the meeting; or (ii) by shareholder(s) present in person or by proxy and representing not less than one-tenth (1/10) of the total voting rights of all shareholders having the right to vote at the meeting; or (iii) by shareholder(s) present in person or by proxy and holding shares aggregated to not less than one-tenth (1/10) of the total paid up shares.
   

• The result of the poll shall be the resolution of the meeting. The Company must announce the meeting’s poll voting result as such disclosure is required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

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Sending Enquiries

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• Shareholders enquire about their shareholdings should contact the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
   

• Shareholders who have any queries to the Board should send the questions to the Company Secretary whose details are as follows:
  
  The Company Secretary
  Asia Financial Holdings Limited
  16th Floor, Worldwide House
  19 Des Voeux Road Central
  Hong Kong
  Email: contactus@afh.hk
  Tel. No.: (852) 3606 9200
  Fax No.: (852) 2545 3881

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Nomination of Person for Director Election

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• Shareholder wishes to nominate a person to stand for election as a director at the Company’s annual general meeting (“AGM”) should send a written notice to the Company Secretary at the Company’s principal place of business within the period of at least seven (7) days as determined by the Company. Such lodgement period will commence no earlier than the day after dispatch of the notice of AGM and end no later than seven (7) days prior to the date of AGM.
   

• The nomination notice must be signed by the nominating shareholder and stated: (i) the name, address and shareholding of the nominating shareholder; (ii) the proposed candidate’s biographical details as required by the Rule 13.51(2) of the Listing Rules; and (iii) a signed letter from the candidate confirming willingness to act as director if being elected.
   

• The nomination notice will be verified with the Company’s branch share registrar and upon its confirmation that the notice is proper and in order, the Company Secretary will arrange a meeting of the Nomination Committee (the “Committee”) of the Company.
   

• The nomination notice will be reviewed by the members of the Committee who will consider the factors such as gender, age, cultural and educational background, character, integrity, diversity of experience, area of expertise, other commitments, independence and other factors that the Committee may consider appropriate.
   

• After assessing the nomination, the Committee will send a report to the Board advising whether the candidate possessed the qualifications for a position on the Board. The Committee will recommend the right candidate to the Board for election as a director at the AGM.
   

• The Company will publish an announcement or issue a supplementary circular and dispatch it to shareholders containing the details of the candidate(s) proposed. The Board’s consideration, rationale and assessment conclusion recommended by the Committee should be included in the supplementary circular for the consideration of shareholders. If for INED nomination, it should further explain on identification process, independence, sufficient time commitment, contribution in the diversity of the Board.
   

• The shareholder proposing the candidate will be required to attend the AGM and read out the proposed resolution at the AGM.