Qidian International : (1) CONNECTED TRANSACTION IN RELATION TO LOAN CAPITALISATION THROUGH SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

Page

Definitions . . . .

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1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

Letter from Vinco Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

Appendix I

- General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38

Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

44

"Authorised Share Capital

an increase in the authorised share capital of the Company

Increase"

from US$4,000,000 divided into 200,000,000 Shares to

US$12,000,000 divided into 600,000,000 Shares by creating

an additional 400,000,000 unissued Shares

"Board"

the board of Directors

"Company"

Qidian International Co., Ltd. (奇點國際有限公司) (Stock

Code: 1280), a company incorporated in the Cayman Islands

with limited liability, the shares of which is listed on the

Main Board of the Stock Exchange

"Chongqing Saint"

Chongqing Saint Information Technology Co., Ltd.* (重慶聖

商信息科技有限公司), a limited liability company

incorporated in the PRC and the parent company of the

Subscriber

"Completion"

Completion of the Subscription

"Completion Date"

the date of completion of the Subscription notified by the

Company to the relevant Subscriber in writing after all the

conditions precedent of the Subscription are fulfilled and not

later than the fifth business day after the date of fulfillment

of all the conditions precedent thereof

"Director(s)"

the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be

convened and held to consider and, if thought fit, approve (i)

the Subscription and Capitalisation Agreement and the

transactions contemplated thereunder including the grant of

the Specific Mandate to allot and issue Subscription Shares;

and (ii) the Authorised Share Capital Increase

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"

Hong Kong Special Administrative Region of the People's

Republic of China

"Independent Board Committee"

an independent committee of the Board comprising all the

independent non-executive Directors

DEFINITIONS

"Independent Shareholders"

Shareholder(s) other than those that are required under the

Listing Rules to abstain from voting on the resolution(s) to be

proposed at the EGM

"Independent Third Party(ies)"

any person(s) or company(ies) and their respective ultimate

beneficial owner(s) whom, to the best of the Directors'

knowledge, information and belief having made all

reasonable enquiries, are third parties independent of the

Company and the connected persons of the Company in

accordance with the Listing Rules

"Latest Practicable Date"

11 May 2021, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining

certain information for inclusion in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange (as amended from time to time)

"Long Stop Date"

the date upon the expiry of three (3) months from the date of

the Subscription and Capitalisation Agreement, or such other

date as the Parties may agree in writing

"Parties"

parties to the Subscription and Capitalisation Agreement,

collectively the Company and the Subscriber

"PRC"

the People's Republic of China excluding Hong Kong, the

Macao Special Administrative Region and Taiwan for the

purpose of this circular

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong), as amended, supplemented or otherwise

modified from time to time

"Share(s)"

ordinary shares of the Company with a nominal value of

US$0.02 each

"Shareholder(s)"

holder(s) of the Share(s)

"Shareholders' Loan"

the outstanding amount (including the principal amount and

accrued interests) owing to the Subscriber, by the Company

in the amount of approximately HK$40,734,167 as at the date

of the Subscription and Capitalisation Agreement

"Specific Mandate"

the specific mandate to be sought from the Independent

Shareholders at the EGM and to be granted to the Board for

the allotment and issue of the Subscription Shares

DEFINITIONS

"Subscriber"

Noble Trade International Holdings Limited (聖行國際集團

有限公司), a company incorporated in Hong Kong, and a

substantial shareholder of the Company

"Subscription"

the allotment and issue of Subscription Shares at the

Subscription Price to settle part of the Shareholders' Loan

pursuant to the terms and conditions of the Subscription and

Capitalisation Agreement

"Subscription and Capitalisation

the subscription and capitalisation agreement dated 7 April

Agreement"

2021 entered into between the Company and the Subscriber

for the issue and subscription of Subscription Shares at the

Subscription Price and the capitalisation of the Shareholders'

Loan

"Subscription Price"

HK$1.14 per Subscription Share

"Subscription Shares"

an aggregate of 36,546,624 Shares to be subscribed by the

Subscriber pursuant to the Subscription and Capitalisation

Agreement, each a Subscription Share

"US$"

United states dollars, the lawful currency of the United States

of America

"Vinco Capital" or "Independent

Vinco Capital Limited, a licensed corporation to carry out

Financial Adviser"

Type 1 (dealing in securities) and Type 6 (advising on

corporate finance) regulated activities under the SFO and the

Independent Financial Adviser to the Independent Board

Committee and the Independent Shareholders in respect of

the Subscription

"%"

per cent.