Goldstone Capital Group Limited — Proxy Solicitation & Information Statement 2019

Mar 29, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your Shares, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

大唐投資國際有限公司

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PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF CHINESE SECONDARY NAME, PROPOSED RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting to be held at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong on Wednesday, 24 April 2019 at 10:30 a.m. is set out on pages SGM-1 to SGM-3 of this circular.

Whether or not you are able to attend the Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof should you so wish.

1 April 2019

• For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Implications under the Listing Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Details of the Director proposed to be re-elected at
the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• ‘‘Announcement’’

• the announcement of the Company dated 11 March 2019 in relation to the Proposed Change of Company Name

• ‘‘Board’’ the board of Directors

• ‘‘Branch Share Registrar’’

• Boardroom Share Registrars (HK) Limited, the branch share registrar and transfer office of the Company in Hong Kong

• ‘‘Company’’ Grand Investment International Ltd., an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 21 March 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

• ‘‘Meeting’’

• the special general meeting of the Company to be convened and held to consider and, if thought fit, approve the Proposed Change of Company Name, the Proposed Reelection of Director and the proposed grant of authority to the Board to fix the remuneration of the Director to be reelected at the Meeting as referred to in this circular, or any adjournment thereof

• ‘‘Proposed Change of Company Name’’

• the proposed change of the English name of the Company from ‘‘Grand Investment International Ltd.’’ to ‘‘Youth Champ Financial Group Holdings Limited’’ and the proposed adoption and registration of the Chinese name of ‘‘優創金融集團控股有限公司’’ as the secondary name of the Company

• ‘‘Proposed Re-election of Director’’

• the proposed re-election of Mr. Wang Kaizhen as the executive Director of the Company

– 1 –

	DEFINITIONS
‘‘Listing Rules’’	the Rules governing the Listing of Securities on the Stock
	Exchange
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the Company
‘‘Shareholder(s)’’	holder(s) of the Shares
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

大唐投資國際有限公司

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Executive Director: Mr Wang Kaizhen Non-executive Director: Mr He Luling (Chairman)

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors: Ms Ma Yin Fan Ms Yan Yan Mr Xu Yanfa

Head office and principal place of business in Hong Kong: Unit 503, 5th Floor, Greenfield Tower Concordia Plaza No. 1 Science Museum Road Kowloon, Hong Kong

1 April 2019

To the Shareholders

Dear Sir or Madam

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF CHINESE SECONDARY NAME, PROPOSED RE-ELECTION OF DIRECTOR AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement of the Company in relation to the Proposed Change of Company Name that the Board proposed to change the English name of the Company from ‘‘Grand Investment International Ltd.’’ to ‘‘Youth Champ Financial Group Holdings Limited’’ and to adopt and register the Chinese name of ‘‘優創金融集團控股有限公司’’ as the secondary name of the Company.

• for identification purposes only

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with, among other things, information regarding (i) the Proposed Change of Company Name; (ii) the Proposed Re-election of Director; (iii) the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting; and (iv) the notice of the Meeting, at which (a) special resolution on the Proposed Change of Company Name; (b) ordinary resolution on the Proposed Re-election of Director; and (c) ordinary resolution on the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting will be proposed.

PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the English name of the Company from ‘‘Grand Investment International Ltd.’’ to ‘‘Youth Champ Financial Group Holdings Limited’’ and to adopt and register the Chinese name of ‘‘優創金融集團控股有限公司’’ as the secondary name of the Company.

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Name will symbolize a new start and reflect the current status of the Company and its direction of future development. The Board believes that the new English and Chinese names of the Company will provide the Company with a new corporate image which will benefit the Company’s future business development. As such, the Board believes that the change is in the best interests of the Company and the Shareholders as a whole.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name will be subject to the following conditions:

1. the special resolution approving the Proposed Change of Company Name having been passed by the Shareholders at the Meeting; and

2. the approval of the Registrar of Companies in Bermuda having been obtained for the Proposed Change of Company Name.

The relevant filings with the Registrar of Companies in Bermuda will be made after the passing of the special resolution at the Meeting to be held by the Company. Subject to satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda enters the new name and the secondary name on the register in place of the existing name of the Company. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

– 4 –

LETTER FROM THE BOARD

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the existing Shareholders. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes for the same number of Shares in the new name of the Company. Therefore, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, new share certificates will be issued in the new names of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the shares of the Company will also be changed after the Proposed Change of Company Name becomes effective.

The Company will make further announcements on the Proposed Change of Company Name and the change in stock short names once the Proposed Change of Company Name becomes effective. The Proposed Change of Company Name will not affect the Company’s daily business operation and its financial position.

IMPLICATIONS UNDER THE LISTING RULES

To the best knowledge of the Directors and having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolution regarding the Proposed Change of Company Name at the Meeting.

PROPOSED RE-ELECTION OF DIRECTOR

As at the Latest Practicable Date, the Board consisted of five Directors, namely:

Executive Director Date of appointment Mr. Wang Kaizhen 1 October 2018 Non-executive Director Date of appointment Mr. He Luling (Chairman) 16 June 2017

Independent non-executive Directors Date of appointment Ms. Ma Yin Fan 16 June 2017 Ms. Yan Yan 16 June 2017 Mr. Xu Yanfa 16 June 2017

– 5 –

LETTER FROM THE BOARD

According to Bye-law 117 of the bye-laws of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy).

Pursuant to the announcement of the Company dated 1 October 2018, Mr. Wang Kaizhen was appointed by the Board as an executive Director. By-virtue of Bye-law 117 of the bye-laws of the Company, Mr. Wang Kaizhen will retire and, being eligible, offer himself for re-election at the Meeting.

Brief biographical details of the Director proposed to be re-elected at the Meeting are set out in Appendix I to this circular.

The Board will seek for the granting of authority by the Shareholders at the Meeting to fix the remuneration of the Director.

SPECIAL GENERAL MEETING

The Company will convene the Meeting at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong on Wednesday, 24 April 2019 at 10:30 a.m. to consider and if thought fit, to approve the Proposed Change of Company Name, the Proposed Re-election of Director and the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting.

A special resolution and the ordinary resolutions will be put to the vote by poll at the Meeting pursuant to the Listing Rules, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in accordance with the note to Rule 13.39(4) of the Listing Rules. The Company will publish an announcement on the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A notice of the Meeting is set out on pages SGM-1 to SGM-3 of this circular at which resolutions will be proposed to approve, among other matters, the following:

• (a) the Proposed Change of Company Name;

• (b) the Proposed Re-election of Director; and

• (c) the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting.

– 6 –

LETTER FROM THE BOARD

A form of proxy for use at the Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Branch Share Registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors individually and collectively accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name, the Proposed Reelection of Director and the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting are in the interests of the Company and the Shareholders as a whole, and would therefore recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Meeting to approve the Proposed Change of Company Name, the Proposed Re-election of Director and the proposed grant of authority to the Board to fix the remuneration of the Director to be re-elected at the Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully

By order of the Board of Grand Investment International Ltd. He Luling Chairman

– 7 –

APPENDIX I

DETAILS OF THE DIRECTOR PROPOSED TO BE RE-ELECTED AT THE SPECIAL GENERAL MEETING

Mr. Wang Kaizhen (‘‘Mr. Wang’’)

Mr. Wang, aged 49, holds a Master of Economics Degree from Shanghai University of Finance and Economics and a Master of Business Administration Degree from China Agricultural University. Mr. Wang has nearly 18 years of professional experience in the securities and fund industry in the People’s Republic of China (‘‘China’’) and has held middle and senior positions in a number of securities companies and public fund management companies, mainly engaging in securities research, equity investment and management of the operating business.

Prior to joining the Company, since 2016, Mr. Wang has worked as the general manager of Spring Collection Assets Management Corporation (Limited) of Shanghai, China（上海積泉資產 管理有限公司）, a company established in China which principally engaged in private equity investment business and he was responsible for managing private equity investment in non-listed companies. He was the managing director of the investment banking business of Guotai Yuanxin Asset Management Co., Ltd.（國泰元鑫資產管理有限公司）from 2013 to 2016 responsible for managing special account asset management business approved by the China Securities Regulatory Commission, including debt financing and equity investment business, and concurrently acting as a member of the company’s stock investment decision-making committee. He was the Board director and the executive deputy general manager of Shanghai Harfor Lead Asset Management Co., Ltd.（上海華富利得資產管理有限公司）in 2013 responsible for managing special account asset management business approved by the China Securities Regulatory Commission and concurrently acting as the chairman of the company’s investment decision-making committee. He was the director of private fund management department of Huafu Fund Management Co., Ltd.（華富基金管理有限公司）from 2011 to 2013 responsible for managing the special account asset management business approved by the China Securities Regulatory Commission, including stock investment portfolio management, hedge fund management, and concurrently acting as a member of the company’s investment decision-making committee. He was the deputy director of the institutional finance department of Lion Fund Management Co., Ltd.（諾安基金管理有限公司）from 2010 to 2011 responsible for managing the special account asset management business approved by the China Securities Regulatory Commission. He was the director of special account management of Changsheng Fund Management Co., Ltd.（長盛基金管理有限公司）from 2006 to 2009 responsible for the special account asset management business.

– 8 –

APPENDIX I

DETAILS OF THE DIRECTOR PROPOSED TO BE RE-ELECTED AT THE SPECIAL GENERAL MEETING

Mr. Wang has entered into a service agreement with the Company for an initial term of three years with effect from 1 October 2018, which is renewable automatically unless terminated in accordance with the terms of the service agreement. Mr. Wang is subject to retirement by rotation and re-election in accordance with the bye-laws of the Company. The appointment of Mr. Wang can be terminated by either party by serving not less than three-month’s written notice to the other party. Mr. Wang is entitled to an annual remuneration of HK$960,000 for his role as executive Director, which is determined by reference to his past experience, duties and responsibilities and the prevailing market conditions, and may receive a discretionary bonus in respect of each financial year of the Company, which shall be determined by the Board with reference to his role and responsibilities and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang (i) did not have, and was not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; (ii) did not have other relationships with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders (within the meaning of the Listing Rules); and (iii) had not held any directorship in any listed public companies in the last three years preceding the Latest Practicable Date or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

大唐投資國際有限公司

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Grand Investment International Ltd. (the ‘‘Company’’) will be held at Unit 503, 5th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong on Wednesday, 24 April 2019 at 10:30 a.m. to consider and, if thought fit, passing, with or without modifications, the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 1 April 2019).

ORDINARY RESOLUTIONS

1. ‘‘THAT Mr. Wang Kaizhen be re-elected as the executive Director.’’

2. ‘‘THAT the board of directors be authorized to fix the remuneration of the Director to be re-elected at the Meeting.’’

SPECIAL RESOLUTION

1. ‘‘THAT, subject to and conditional upon the approval by the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ‘‘Grand Investment International Ltd.’’ to ‘‘Youth Champ Financial Group Holdings Limited’’ and the Chinese name of ‘‘優創金融集團控股有限公司’’ be adopted and registered as the secondary name of the Company (the ‘‘Proposed Change of Company Name’’), and any person appointed by the board of directors of the Company for that purpose and any one director be and is hereby authorized to execute the documents incidental thereto (with such amendments as he/she shall approve, the initialing or signature by him/her of such amendments shall be conclusive evidence of his/her approval thereof as he/she may in his/her absolute discretion deem necessary and proper to effect the aforesaid transactions) and to do such other things and to execute all such documents as may be necessary and proper in connection therewith for and on behalf of the Company to give effect to the transactions contemplated thereunder and that where necessary and required, the affixation of the common seal of the Company on these documents in the presence of and signed by that person appointed for and on behalf of the Company be and are hereby approved.’’

Yours faithfully For and on behalf of the board of directors Grand Investment International Ltd. He Luling Chairman

Hong Kong, 1 April 2019

• for identification purposes only

– SGM-1 –

NOTICE OF SPECIAL GENERAL MEETING

Registered Office: Principal place of business in Hong Kong: Clarendon House Unit 503, 5th Floor, Greenfield Tower 2 Church Street Concordia Plaza Hamilton HM 11 No. 1 Science Museum Road Bermuda Kowloon, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more separate proxy(ies) to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed with the circular of the Company dated 1 April 2019.

3. To be valid, the form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited (the ‘‘Branch Share Registrar’’), at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (or any adjournment thereof).

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or at any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. 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 were solely entitled thereto; but if more than one of such joint holders are present at the 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 register of members of the Company in respect of the joint holding.

6. In relation to the proposed resolution numbered 1, the details of the retiring director proposed to be re-elected are set out in Appendix I to this circular.

7. The register of members of the Company will be closed from Wednesday, 17 April 2019 to Wednesday, 24 April 2019 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Branch Share Registrar at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong by no later than 4:30 p.m. on Tuesday, 16 April 2019.

8. Resolutions set out in this notice will be taken by poll at the Meeting.

As at the date of this notice, the Board comprises Mr. Wang Kaizhen as executive director; Mr. He Luling (Chairman) as non-executive director; and Ms. Ma Yin Fan, Ms. Yan Yan and Mr. Xu Yanfa as independent non-executive directors.

– SGM-2 –