International Genius Company — Proxy Solicitation & Information Statement 2019

May 21, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Asia Investment Finance Group Limited.

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ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Unit 3201, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Tuesday, 18 June 2019 at 3:15 p.m. (or immediately after the conclusion or adjournment of the extraordinary general meeting of the Company held at the same place, on the same date and at 3:00 p.m.) is set out on pages 6 to 7 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy attached to the notice of the extraordinary general meeting in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the extraordinary general 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 should you so wish.

22 May 2019

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

“Board”

the board of Directors or a duly authorised committee thereof

“Company”

Asia Investment Finance Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

“Directors”

the directors of the Company and each a “Director”

“EGM”

the extraordinary general meeting of the Company to be convened at Unit 3201, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Tuesday, 18 June 2019 at 3:15 p.m. (or immediately after the conclusion or adjournment of the extraordinary general meeting of the Company held at the same place, on the same date and at 3:00 p.m.) for the purpose of considering and, if thought fit, approving the Proposed Change of Name

“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 People’s Republic of China

“Latest Practicable Date”

• 16 May 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited

“Proposed Change of Name”

the proposed change of the name of the Company from “Asia Investment Finance Group Limited 亞投金融集團有 限公司” to “China Cloud Copper Company Limited 中國雲 銅股份有限公司”

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DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company “Shareholder(s)” the holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

Executive Directors: Ms. Cheung Kwan (Chairlady) Mr. Sun Yu Mr. Liu Hu Ms. Zhao Hong Mei

Non-executive Directors: Mr. Wang Dayong Mr. Li Xin Independent non-executive Directors: Mr. Anthony Espina Ms. Jin Xin Mr. Wang Jun Sheng

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong: Unit 3201, 32/F. Bank of America Tower 12 Harcourt Road, Central Hong Kong

22 May 2019

To the Shareholders of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company has announced on 7 May 2019 regarding the Proposed Change of Name. The purpose of this circular is to provide you with information regarding the Proposed Change of Name and the notice of EGM for the purpose of considering and, if thought fit, approving the Proposed Change of Name.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “Asia Investment Finance Group Limited 亞投金融集團有限公司” to “China Cloud Copper Company Limited 中國雲銅股 份有限公司”, subject to the conditions set out below being fulfilled.

Reasons for the change of name

The Board believes that the Proposed Change of Name will improve the Company’s corporate image and facilitate the formation of a distinctive corporate branding in the future. The Board believes that the Proposed Change of Name is in the interests of the Company and its shareholders as a whole.

Conditions of the change of name

The Proposed Change of Name will be subject to the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Name.

The new name of the Company will take effect from the date of passing of the special resolution mentioned above. The Registrar of Companies of the Cayman Islands will issue a certificate of incorporation on change of name. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effects on the change of name

The Proposed Change of Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position. All existing certificates of securities in issue bearing the present name of the Company shall, after the proposed change of Company name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing share certificates for new share certificates bearing the new name of the Company. Once the change of the name of the Company becomes effective, new share certificates will be issued only in the new name of the Company.

The Company will make further announcements as and when appropriate to inform the Shareholder on the results of the EGM, the effective date of the change of the name of the Company and the new English and Chinese stock short name of the Shares.

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LETTER FROM THE BOARD

THE EGM

A notice convening the EGM is set out on pages 6 to 7 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 12 June 2019 to 18 June 2019, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 11 June 2019.

RECOMMENDATION

The Directors are of the opinion that the Proposed Change of Name is in the interest of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually 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.

Yours faithfully, On Behalf of the Board

Asia Investment Finance Group Limited Cheung Kwan

Chairlady and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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ASIA INVESTMENT FINANCE GROUP LIMITED 亞投金融集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Asia Investment Finance Group Limited (the “ Company ”) will be held at Unit 3201, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Tuesday, 18 June 2019 at 3:15 p.m. (or immediately after the conclusion or adjournment of the extraordinary general meeting of the Company held at the same place, on the same date and at 3:00 p.m.) to consider and, if thought fit, to pass with or without amendments, the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT the name of the Company be and is hereby changed from “Asia Investment Finance Group Limited 亞投金融集團有限公司” to “China Cloud Copper Company Limited 中國雲 銅股份有限公司” and the Directors be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.”

By order of the Board Asia Investment Finance Group Limited Cheung Kwan Chairlady and Executive Director

Hong Kong, 22 May 2019

Registered Office: Principal Place of Business P.O. Box 309 in Hong Kong: Ugland House Unit 3201, 32/F. South Church Street Bank of America Tower George Town 12 Harcourt Road, Central Grand Cayman, KY1-1104 Hong Kong Cayman Islands

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or materially certified copy of such powers of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned EGM.

3. A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the form of proxy in accordance with the instructions printed on it and then deposit with the Company’s branch share registrar and transfer office in Hong Kong as indicated above. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

4. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

5. A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

6. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 12 June 2019 to 18 June 2019, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 11 June 2019.

As at the date of this notice, the executive Directors of the Company are Ms. Cheung Kwan, Mr. Sun Yu, Mr. Liu Hu and Ms. Zhao Hong Mei; the non-executive Directors of the Company are Mr. Wang Dayong and Mr. Li Xin; the independent non-executive Directors of the Company are Mr. Anthony Espina, Ms. Jin Xin, and Mr. Wang Jun Sheng.

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