China Minsheng Financial Holdg : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF CONVERTIBLE BONDS

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China Minsheng Financial Holding Corporation Limited

中 國 民 生 金 融 控 股 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 245)

DISCLOSEABLE TRANSACTION -

SUBSCRIPTION OF CONVERTIBLE BONDS

THE JOINDER AGREEMENT

The Board announces that on 16 August 2017, CM Securities Investment (an indirect wholly-owned subsidiary of the Company) entered into the Joinder Agreement to join as a Subsequent Investor in the Convertible Bond Purchase Agreement with the Issuer, the Warrantors and the Lead Investor, pursuant to which CM Securities Investment agreed to purchase, and the Issuer agreed to sell and issue, Convertible Bonds in an aggregate principal amount of up to HK$50,000,000.

IMPLICATIONS UNDER LISTING RULES

Pursuant to Rule 14.74(1) of the Listing Rules, the Purchase of the Convertible Bonds, which involves an automatic conversion mechanism as set out in the principal terms below, was classified as if the conversion rights attaching to the Convertible Bonds had been exercised on the date of this announcement.

As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Purchase and the possible conversion of the Convertible Bonds are more than 5% but less than 25%, the Purchase and the possible conversion of the Convertible Bonds constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements under the Listing Rules.

Completion is subject to fulfilment or waiver of the conditions precedent set out in the Convertible Bond Purchase Agreement. Accordingly, the issue of the Convertible Bonds may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the shares of the Company.

The Board announces that on 16 August 2017, CM Securities Investment (an indirect wholly-owned subsidiary of the Company) entered into the Joinder Agreement to join as a Subsequent Investor in the Convertible Bond Purchase Agreement with the Issuer, the Warrantors and the Lead Investor, pursuant to which CM Securities Investment agreed to purchase, and the Issuer agreed to sell and issue, Convertible Bonds in an aggregate principal amount of up to HK$50,000,000.

PURCHASE OF THE CONVERTIBLE BONDS

The Joinder Agreement

Date : 16 August 2017

Subject : Up to HK$50,000,000 Convertible Bonds Conditions Precedent : Completion is conditional upon, amongst others:

1. the Issuer's and the Warrantors' representations and warranties are true, accurate and complete and not misleading;

2. the obligations and conditions contained in the Transaction Documents having been performed and complied with; and

3. all consents of any governmental authorities or of any other person that are required to be obtained in connection with the consummation of the transactions contemplated by the Transaction Documents having been obtained.

Completion : Subject to the terms and conditions of the Convertible Bond

Purchase Agreement, Completion shall take place in Hong Kong on a date determined by CM Securities Investment jointly with the Issuer after consultation with the Majority Investors, provided that it shall be no later than the last Business Day before the expiry of three calendar months after the date of the Convertible Bond Purchase Agreement

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Issuer, the Warrantors, the Lead Investor and their respective ultimate beneficial owners are Independent Third Parties.

Principal Terms of the Convertible Bonds

The principal terms and conditions of the Convertible Bonds are set out below: Principal Amount : in the aggregate amount of up to HK$620,000,000

Maturity Date (''Maturity Date'')

: 364th calendar day from the issue date of the Lead Investor's Convertible Bonds, subject to an extension of no more than one year at the request of either the Issuer or the Majority Investors in accordance with the Terms and Conditions

Interest Rate : 12% per annum on the outstanding principal amount of the

Convertible Bonds, payable every three months in arrear

Ranking : the Convertible Bonds rank senior to all other indebtedness of

the Issuer, if any, in right of payment, whether in respect of payment of interest or upon liquidation or dissolution

Conversion Period : any time after the date of issue of the Convertible Bonds and

up to and including the Maturity Date, subject to the Terms and Conditions

Conversion Rights : each Convertible Bond Holder shall have the right, at its

option, to convert all or part of the outstanding Convertible Bonds held by it into such number of Conversion Shares calculated in accordance with the Conversion Formula (as set out below).

Automatic Conversion : immediately before a qualified IPO (as defined in the Terms

and Conditions), the total outstanding principal amount of all the Convertible Bonds shall be converted into such number of Conversion Shares calculated in accordance with the Conversion Formula (as set out below).

Conversion Formula (''Conversion Formula'')

: the number of Conversion Shares which shall be issued upon conversion shall be calculated in accordance with the following formula: A = (B÷(C+E)) × D

Whereas:

A = the number of the Conversion Shares to be issued upon conversion

B = the principal amount of the Convertible Bonds to be converted

C = the pre-money valuation of the Issuer, being HK$2,400,000,000

D = the total number of ordinary shares of the Issuer in issue immediately following the completion of the conversion, but in the case of automatic conversion, such number shall exclude ordinary shares of the Issuer that are issued pursuant to a qualified IPO

E = the sum of: (1) the principal amount of the Convertible Bonds to be converted, and (2) the aggregate principal amount of the Convertible Bonds that had already been converted before the conversion

Redemption : Redemption upon maturity

Unless previously redeemed or converted, the Issuer shall on the Maturity Date redeem all the outstanding Convertible Bonds at the aggregate of the relevant principal amount and all accrued and unpaid interests

Redemption upon event of default

Upon the occurrence of any event of default set out in the Terms and Conditions, the Convertible Bond Holders may by notice demand the Issuer to redeem all the outstanding Convertible Bonds at the aggregate of the relevant principal amount and all accrued and unpaid interests

Redemption at the Issuer's option

The Issuer may, by notice to all Convertible Bond Holders, redeem all of the outstanding Convertible Bonds prior to maturity by delivering a redemption notice to each of the Convertible Bond Holders in accordance with the Terms and Conditions

Transferability : the Convertible Bonds are assignable and transferable by a

Convertible Bond Holder to its affiliates by delivery of a transfer notice subject to applicable laws and regulations and restrictions set out in the Terms and Conditions

Security : the Convertible Bonds are secured by the Share Charges and

the Guarantee

SHARE CHARGES AND GUARANTEE

The obligations owed to the Convertible Bond Holders under the Transaction Documents are guaranteed by the Guarantors in favour of CM Securities Investment by way of a Confirmatory Deed of Guarantee.