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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares inNetMind Financial Holdings Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, stockbroker 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.

NetMind Financial Holdings Limited

網智金控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of NetMind Financial Holdings Limited (the "Company") to be held on Friday, 22 September 2017 at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong at 10:00 a.m. is set out on pages 17 to 20 of this circular. Whether or not you intend to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, 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 holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the annual general meeting or any adjourned meeting should you so wish.

24 August 2017

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

"AGM" the annual general meeting of the Company to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 22 September 2017 at 10:00 a.m.

"AGM Notice" the notice convening the AGM set out on pages 17 to 20 of this circular

"Articles" the articles of association of the Company

"Board" the board of Directors

"Change of Company Name" the proposed change of the English name of the Company

from "NetMind Financial Holdings Limited" to "CST Group Limited" and to change the dual foreign name in Chinese of

the Company from "網智金控集團有限公司" to "中譽集團

有限公司"

"Companies Law" the Companies Law, Chapter 22, (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands

"Company" NetMind Financial Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

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

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

"Issue Mandate" a general mandate to be granted to the Board at the AGM to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of shares in issue, being the mandate referred to in resolution no. 4 in the AGM Notice

"Latest Practicable Date" 21 August 2017, being the latest practicable date prior to the

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

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

"Repurchase Resolution" the proposed ordinary resolution as referred to in resolution no. 5 in the AGM Notice

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

"Share(s)" ordinary share(s) of HK$0.10 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 Code on Takeovers and Mergers

"%" per cent

NetMind Financial Holdings Limited

網智金控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985)

Executive Directors:

Mr. Chiu Tao (Chairman)

Mr. Hui Richard Rui (General Manager) Mr. Lee Ming Tung (Chief Financial Officer) Mr. Kwan Kam Hung, Jimmy

Mr. Yeung Kwok Yu Mr. Tsui Ching Hung Mr. Chen Weixing

Mr. Wah Wang Kei, Jackie

Independent Non-executive Directors:

Mr. Yu Pan

Ms. Tong So Yuet Ms. Ma Yin Fan Mr. Leung Hoi Ying

Registered Office:

Whitehall House

238 North Church Street

P.O. Box 1043 George Town

Grand Cayman KY1-1102 Cayman Islands

Head Office and Principal Place of Business in Hong Kong:

Rooms 4503-05, 45th Floor China Resources Building 26 Harbour Road Wanchai, Hong Kong

24 August 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

The purpose of this circular is to provide you with information relating to the proposed general mandates to issue Shares and to repurchase Shares, the proposed re-election of Directors and the proposed Change of Company Name in order to enable you to make an informed decision on whether to vote for or against the resolutions nos. 2 and 4 to 7 to be proposed at the AGM.

NetMind Financial Holdings Ltd. published this content on 24 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 August 2017 12:17:01 UTC.

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