THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in 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 in 51 Credit Card Inc. (the “Company”) you should at once hand this circular together with the accompanying form of proxy 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 (the “Stock Exchange”) 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 the Cayman Islands with limited liability) (Stock Code: 2051) PROPOSALS FOR (I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting (the “AGM”) of the Company to be held at Room 3 10/F. United Conference Centre United Centre 95 Queensway Admiralty Hong Kong on Thursday 27 June 2024 at 11:15 a.m. is set out on pages 14 to 17 of this circular.Whether or not you are able to attend the AGM you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM (i.e. by 11:15 a.m. on Tuesday 25 June 2024) or any adjournment thereof to the Company’s Hong Kong share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong.Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. Reference to time and dates in this circular are to Hong Kong time and dates. 30 May 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . 4 3. PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . 5 4. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX I – EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . . . . . . . . . . . . . . . 7 APPENDIX II – DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 – i –DEFINITIONS In this circular unless the context otherwise requires the expressions below have the following meanings: “AGM” the annual general meeting of the Company to be held at Room 3 10/F. United Conference Centre United Centre 95 Queensway Admiralty Hong Kong on Thursday 27 June 2024 at 11:15 a.m. a notice of which is set out on pages 14 to 17 of this circular “Articles” the articles of association of the Company as amended from time to time “Audit Committee” the audit committee of the Company “Board” the board of Directors “Chairman” the chairman of the Board “Chief Executive Officer” the chief executive officer of the Company “Company” 51 Credit Card Inc. 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 “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate “Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to allot issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM – 1 –DEFINITIONS “Latest Practicable Date” 24 May 2024 being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time “Nomination Committee” the nomination committee of the Company “PRC” the People’s Republic of China “Remuneration Committee” the remuneration committee of the Company “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution at the AGM “RMB” Renminbi the lawful currency of the PRC “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time “Share(s)” ordinary share(s) of US$0.00001 each in the capital of the Company “Shareholder(s)” holder(s) of the issued Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers approved by the SFC as amended from time to time “US$” United States dollars the lawful currency of the United States of America “%” per cent – 2 –LETTER FROM THE BOARD (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2051) Executive Directors: Registered office: Mr. Sun Haitao (Chairman and Third Floor Century Yard Chief Executive Officer) Cricket Square P.O. Box 902 Ms. Wu Shan Grand Cayman KY1-1103 Cayman Islands Non-executive Directors: Ms. Zou Yunli Principal place of business in Hong Kong: Ms. Jiang Chloe Cuicui Office 2401A on 24th Floor Ms. Gao Li Tower One Lippo Centre 89 Queensway Independent non-executive Directors: Hong Kong Mr. Ye Xiang Mr. Xu Xuchu Mr. Shou Jian 30 May 2024 To the Shareholders Dear Sirs or Madams PROPOSALS FOR (I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; AND (II) RE-ELECTION OF DIRECTORS 1. INTRODUCTION The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM which include amongst others the approval of the (i) proposed grant of the Issue Mandate the Repurchase Mandate and the Extension Mandate and (ii) proposed re-election of Directors; and to give you notice of the AGM.– 3 –LETTER FROM THE BOARD 2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES At the annual general meeting of the Company held on 30 May 2023 the Directors were granted a general mandate to allot issue and deal with Shares and a general mandate to repurchase Shares on the Stock Exchange. These mandates will expire at the conclusion of the AGM. At the AGM among other businesses ordinary resolutions will be proposed to grant the Issue Mandate the Repurchase Mandate and the Extension Mandate to the Directors.Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the AGM the Directors will be authorised to issue up to a maximum of 271664037 Shares pursuant to the Issue Mandate based on the total number of issued Shares of 1358320188 as at the Latest Practicable Date.At the AGM an ordinary resolution will also be proposed to grant to the Directors the Repurchase Mandate i.e. a general and unconditional mandate to exercise the power of the Company to repurchase on the Stock Exchange Shares up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution.In addition an ordinary resolution regarding the Extension Mandate will be proposed at the AGM to authorise the increase in the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.Each of the Issue Mandate the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Hong Kong and the Cayman Islands to be held; or (c) when revoked or varied by an ordinary resolution of the Shareholders at a general meeting prior to the next annual general meeting of the Company.Under the Listing Rules the Company is required to give the Shareholders an explanatory statement containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.– 4 –LETTER FROM THE BOARD 3. PROPOSED RE-ELECTION OF DIRECTORS In accordance with article 16.18 of the Articles Ms. Wu Shan Ms. Zou Yunli and Mr.Ye Xiang will retire and being eligible offer themselves for re-election as Directors at the AGM.Particulars of the abovementioned Directors to be re-elected and the reasons of the Nomination Committee and the Board for their recommendations in respect of the re-election of such Directors are set out in Appendix II to this circular. 4. AGM The notice of the AGM is set out on pages 14 to 17 of this circular. A form of proxy for use at the AGM is enclosed with this circular.At the AGM resolutions will be proposed to approve amongst others the grant of the Issue Mandate the Repurchase Mandate and the Extension Mandate to the Directors and the re-election of Directors by way of poll. An announcement on the poll results will be published by the Company after the AGM.For the purpose of determining Shareholders who are qualified for attending and voting at the AGM the register of members of the Company will be closed from Monday 24 June 2024 to Thursday 27 June 2024 both days inclusive during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. on Friday 21 June 2024.Whether or not you are able to attend the AGM in person you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM (i.e. by 11:15 a.m. on Tuesday 25 June 2024) or any adjournment thereof to the Company’s Hong Kong share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person or any adjournment thereof should you so wish.If you are not a registered Shareholder (i.e. if your Shares are held via banks brokers custodians or Hong Kong Securities Clearing Company Limited) you should consult directly with your banks brokers or custodians (as the case may be) to assist you in the appointment of proxy.– 5 –LETTER FROM THE BOARD If you have any questions relating to the AGM please contact the Company’s Hong Kong share registrar Tricor Investor Services Limited via the following: Address: 17/F Far East Finance Centre 16 Harcourt Road Hong Kong Email: is-enquiries@hk.tricorglobal.com Telephone: +852 2980 1333 Fax: +852 2810 8185 If typhoon signal No. 8 or above a black rainstorm warning extreme weather conditions or other similar event is in effect at 9:15 a.m. on the date of the AGM the meeting will be postponed. The Company will post an announcement on its website (www.u51.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date time and place of the rescheduled meeting. 5. RECOMMENDATION The Directors are of the opinion that the grant of the Issue Mandate the Repurchase Mandate and the Extension Mandate and the re-election of Directors referred to in this circular are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.Yours faithfully By order of the Board 51 Credit Card Inc. Sun Haitao Chairman Chief Executive Officer and Executive Director – 6 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE This Appendix serves as an explanatory statement as required by Rule 10.06(1)(b) of the Listing Rules to provide requisite information as to the proposed Repurchase Mandate. 1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the SFC subject to certain restrictions. Among such restrictions the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of its shareholders either by way of a general repurchase mandate or by specific approval of a particular transaction. 2. SHARE CAPITAL As at the Latest Practicable Date there were a total of 1358320188 Shares in issue.Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 135832018 Shares. 3. REASONS OF THE PROPOSED REPURCHASE The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchase may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole. 4. PROPOSED SOURCE OF FUNDS Repurchase made pursuant to the Repurchase Mandate will be funded out of funds legally available for the purpose in accordance with the Articles the laws of Hong Kong and the Cayman Islands and/or any other applicable laws as the case may be. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.– 7 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE Taking into account the current working capital position of the Company the Directors consider that if the Repurchase Mandate was to be exercised in full it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 December 2023 being the date of its latest published audited consolidated financial statements. However the Directors do not intend to make any repurchases to such an extent as would in the circumstances have a material adverse effect on the working capital and/or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. 5. THE TAKEOVERS CODE If a Shareholder ’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.As a result a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date so far as was known to the Directors (i) Mr. Sun Haitao (the Chairman Chief Executive Officer and an executive Director) together with his concerted parties are deemed to control an aggregate of 301222736 Shares representing approximately 22.18% of the total number of issued Shares; and (ii) Mr. Huang Wei together with his controlled entities are deemed to control an aggregate of 327352666 Shares representing approximately 24.10% of the total number of issued Shares.Assuming that there will be no change in the issued Shares and the abovementioned parties do not dispose of any Shares nor acquire additional Shares prior to any repurchase of Shares and if the Repurchase Mandate was exercised in full the respective shareholding held by the abovementioned parties in the Company will be increased to approximately 24.64% and approximately 26.78% of the total number of issued Shares respectively. The Directors do not have a present intention to exercise the Repurchase Mandate to such an extent that would result in general offer obligations under Rule 26 of the Takeovers Code being triggered or the number of Shares held by the public being reduced to less than 25%.– 8 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 6. SHARE PRICES The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 calendar months immediately preceding and up to and including the Latest Practicable Date were as follows: Price per Share Highest Lowest HK$ HK$ 2023 May 0.117 0.084 June 0.114 0.087 July 0.118 0.096 August 0.106 0.085 September 0.105 0.081 October 0.109 0.080 November 0.104 0.087 December 0.100 0.071 2024 January 0.090 0.066 February 0.094 0.070 March 0.140 0.080 April 0.133 0.103 May (up to and including the Latest Practicable Date) 0.153 0.118 7. SHARE REPURCHASE MADE BY THE COMPANY The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date. 8. DIRECTORS’ OBLIGATIONS The Directors will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules the Articles and the applicable laws of the Cayman Islands. Neither the explanatory statement set out in this Appendix I nor the Repurchase Mandate has any unusual features.– 9 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 9. INTENTION OF THE DIRECTORS THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON OF THE COMPANY None of the Directors to the best of their knowledge having made all reasonable enquiries nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders at the AGM.No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries nor has any such core connected person undertaken not to do so in the event that the Repurchase Mandate is granted.– 10 –APPENDIX II DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION PARTICULARS OF DIRECTORS FOR RE-ELECTION Details of the Directors who are proposed to be re-elected at the AGM are set out below: Ms. Wu Shan (吴珊) aged 39 has been appointed as an executive Director and an authorised representative of the Company since January 2022 and April 2022 respectively.She is also a vice-president of the Company. She has extensive and solid experience in corporate and commercial affairs. Ms. Wu has held senior position in the corporate legal department of a large state-owned enterprise and subsequently joined the Company in November 2014 where she has served as the director of the legal department of the Company up to January 2022. Ms. Wu is mainly responsible for the investment finance and legal affairs of the Group. Ms. Wu also serves as a director of a subsidiary of the Company and an executive director of China Netcom Technology Holdings Limited (“China Netcom”) (listed on GEM of the Stock Exchange stock code: 8071) a subsidiary of the Company.Ms. Wu obtained a Bachelor ’s degree in science majoring in mathematics and applied mathematics from Hubei University in the PRC in June 2008 and obtained a Master ’s degree in law from Nankai University in the PRC in June 2012. Ms. Wu currently holds a legal professional qualification certificate in the PRC.Ms. Wu has entered into a service contract with the Company for an initial term of three years from 7 January 2022 which is automatically renewable for a further term of three years and determinable by either party giving not less than one month’s written notice in advance. According to the service contract she is entitled to a Director ’s fee of RMB600000 per year and discretionary bonus as determined in accordance with the internal regulations of the Company. The Company may grant share options and/or award shares to Ms. Wu from time to time pursuant to the terms and conditions of the share option scheme and/or share award scheme adopted by the Company and such share options and/or award shares will form part of Ms. Wu’s remuneration. Ms. Wu has also entered into a service contract with China Netcom in relation to her office as one of its executive directors pursuant to which she is entitled to a director's fee of HK$408000 per year and a discretionary bonus as determined in accordance with the internal regulations of China Netcom. Ms. Wu’s remuneration will be subject to annual review by the Remuneration Committee and the Board from time to time with reference to the prevailing market level and her responsibilities and performance. Ms. Wu is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.Ms. Zou Yunli (邹云丽) aged 51 has been appointed as a non-executive Director since November 2017. Ms. Zou is also a member of the Audit Committee. Currently Ms.Zou also serves as a director of Hangzhou Enniu Network Technology Co. Ltd a subsidiary of the Company. From October 1994 to June 2010 Ms. Zou served at a number of companies including Shenzhen Tianjian Xinde Accounting Firm* (深圳天健信德会计师 事务所有限责任公司) Shenzhen Jingjia Group Co. Ltd. (深圳劲嘉集团股份有限公司) (listed on the Shenzhen Stock Exchange stock code: 002191) and Shenzhen Tiantu Venture Capital Co. Ltd.* (深圳市天图创业投资有限公司). Ms. Zou joined Tian Tu Capital Co. Ltd.(深圳市天图投资管理股份有限公司) (National Equities Exchange and Quotations System stock code: 833979 Main Board of the Stock Exchange stock code: 1973) a substantial Shareholder (as defined in the Listing Rules) as a director in June 2010 and resigned as the financial controller and redesignated as an executive director in April 2022.– 11 –APPENDIX II DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION Ms. Zou obtained a Bachelor ’s degree in auditing from Zhongnan University of Finance and Economics in the PRC (now known as Zhongnan University of Economics and Law) in July 1994 a Master ’s degree in professional accountancy from The Chinese University of Hong Kong in December 2004 and an executive Master ’s degree in business administration from The Hong Kong University of Science and Technology in June 2017.To the knowledge of the Directors as at the Latest Practicable Date Ms. Zou was deemed to have interests in 200000 Shares registered in the name of her spouse Mr. Li Anxin within the meaning of Part XV of the SFO representing approximately 0.01% of the total number of issued Shares.Ms. Zou has entered into a service contract with the Company for an initial term of three years from 13 July 2018 which is automatically renewable for a further term of three years and determinable by either party giving not less than one month’s written notice in advance. According to the service contract she is entitled to a Director ’s fee of RMB1000 per year and discretionary bonus determined in accordance with the internal regulation of the Company. She is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles. Ms. Zou had waived her emoluments during the period of acting as a Director.Mr. Ye Xiang (叶翔) aged 60 has been appointed as an independent non-executive Director since February 2018. Mr. Ye is also the chairman of each of the Audit Committee and the Remuneration Committee and a member of the Nomination Committee. From August 2001 to November 2007 Mr. Ye served in a number of positions including as a director of China affairs of the SFC. Mr. Ye has served as the managing director of Vision Gain Capital Limited (汇信资本有限公司) since November 2007.Mr. Ye has also served as an independent non-executive director of each of Wuling Motors Holdings Limited (listed on the Stock Exchange stock code: 305) since October 2008 Datang Environment Industry Group Co. Ltd. (listed on the Stock Exchange stock code: 1272) since June 2015 and Jinshang Bank Co. Ltd. (listed on the Stock Exchange stock code: 2558) from December 2018 to June 2023.Mr. Ye obtained a Bachelor ’s degree in Engineering from Zhejiang University in the PRC in July 1983 and obtained a Master ’s degree in Economics from Zhejiang University in the PRC in January 1991. Mr. Ye obtained his Doctoral degree in Economics at the Financial Research Institute of the People’s Bank of China (中国人民银行总行金融研究所) in January 1995. He was accredited as a chartered financial analyst by the CFA Institute in September 2004.Mr. Ye has entered into a letter of appointment with the Company for a term of one year from 13 July 2018 which is automatically renewable for successive terms of one year until terminated by either party giving not less than one month’s written notice in advance. Mr. Ye is entitled to a Director ’s fee of HK$180000 per year and discretionary bonus determined in accordance with the internal regulations of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.– 12 –APPENDIX II DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION FURTHER INFORMATION IN RELATION TO THE RE-ELECTION The recommendation of the appointment of the above Directors to the Board by the Nomination Committee was made in accordance with the Company’s nomination policy and objective criteria (including without limitation professional experience skills knowledge gender age cultural and educational background ethnicity and length of service) with due regard for the benefits of diversity as set out in the Company’s board diversity policy. The Board has also taken into account the contribution of the above Directors and their commitment to their roles. The Company has also received the independence confirmation from Mr. Ye Xiang pursuant to Rule 3.13 of the Listing Rules and was satisfied with his independence.In view of the above the Board believes the respective education background and experience of each of the above Directors will allow each of them to provide valuable insight and contribute to the diversity of the Board and therefore resolved to make recommendations on the re-election of the above Directors by the Shareholders at the AGM.Save as disclosed above as at the Latest Practicable Date the above Directors did not (i) hold any other position in the Group nor any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) have any relationship with any Director(s) senior management of the Company substantial or controlling Shareholder(s) (as defined under the Rules); and (iii) have and is not deemed to have any interests or short positions (both within the meaning of Part XV of the SFO) in any shares underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the SFO).Save as disclosed above as at the Latest Practicable Date there was no other information which is discloseable nor is/was any of the above Directors involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules and there are no other matters concerning the re-election of the above Directors that need to be brought to the attention of the Shareholders.* The English name(s) has/have been transliterated from its/their respective Chinese name(s) and is/are for identification only.– 13 –NOTICE OF AGM (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2051) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of 51 Credit Card Inc.(the “Company”) will be held as a physical meeting at Room 3 10/F. United Conference Centre United Centre 95 Queensway Admiralty Hong Kong on Thursday 27 June 2024 at 11:15 a.m. to consider and if thought fit transact the following ordinary businesses: 1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and of the auditor of the Company for the year ended 31 December 2023; 2. (i) to re-elect Ms. Wu Shan as an executive Director; (ii) to re-elect Ms. Zou Yunli as a non-executive Director; (iii) to re-elect Mr. Ye Xiang as an independent non-executive Director; and (iv) to authorise the board (the “Board”) of Directors to fix the Directors’ remuneration; 3. To re-appoint Zhonghui Anda CPA Limited as the Company’s auditor to hold office until conclusion of the next annual general meeting at a fee to be agreed with the Board; and to consider and if thought fit pass the following resolutions as ordinary resolutions (with or without modification): ORDINARY RESOLUTIONS 4. “THAT:(a) subject to paragraph (c) below pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue and deal with the unissued shares of US$0.00001 each (the “Shares” each a “Share”) in the capital of the Company and to make or grant offers agreements and – 14 –NOTICE OF AGM options including warrants to subscribe for Shares which might require the exercise of such powers be and the same is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below); (c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the total number of issued Shares on the date of the passing of this resolution; and (d) for the purposes of this resolution: “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of Hong Kong and the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the shareholders (the “Shareholders”) of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.“Rights Issue” means an offer of Shares or offer or issue of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as – 15 –NOTICE OF AGM the Directors deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction outside Hong Kong or any recognised regulatory body or any stockexchange outside Hong Kong).” 5. “THAT(a) subject to paragraph (b) below the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase Shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong the Stock Exchange and all other applicable laws and regulations of Hong Kong and the Cayman Islands in this regard be and the same is hereby generally and unconditionally approved; (b) the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (c) for the purposes of this resolution: “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of Hong Kong and the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to theDirectors by this resolution.” – 16 –NOTICE OF AGM 6. “THAT conditional on the passing of resolutions numbered 4 and 5 above thegeneral mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to or in accordance with such general mandate of an amount representing the total number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) ofresolution numbered 5 above.” By order of the Board 51 Credit Card Inc. Sun Haitao Chairman Chief Executive Officer and Executive Director 30 May 2024 Notes: (a) Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or if he/she/it is the holder of two or more Shares more than one proxy to attend and vote on his/her/its behalf in accordance with the articles of association of the Company. A proxy needs not be a Shareholder.(b) In order to be valid a form of proxy and the power of attorney or other authority if any under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time for holding the above meeting (i.e. by 11:15 a.m. on Tuesday 25 June 2024) or any adjournment thereof.(c) Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event the instrument appointing a proxy shall be deemed to be revoked.(d) In the case of joint holders of a Share any one of such joint holders may vote either in person or by proxy in respect of such Share as if he/she/it was solely entitled thereto; if more than one of such joint holders are present at the above meeting the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the joint holding.(e) For the purpose of determining the Shareholders who are qualified for attending and voting at the above meeting the Company’s register of members will be closed from Monday 24 June 2024 to Thursday 27 June 2024 both days inclusive during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the above meeting all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m.on Friday 21 June 2024.(f) The Chinese translation of this notice is for information purposes only. In the event of any discrepancy between the English and Chinese versions the English version shall prevail.(g) References to time and dates in this notice are to Hong Kong time and dates.–17–