Long Investment Corp — Proxy Solicitation & Information Statement 2007

Nov 5, 2007

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 you should take, 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 Golden 21 Investment Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or to the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GOLDEN 21 INVESTMENT HOLDINGS LIMITED ������������

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

PROPOSED CHANGE OF COMPANY NAME SHARE CONSOLIDATION CHANGE OF BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an Extraordinary General Meeting of Golden 21 Investment Holdings Limited (the “Company”) to be held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on Thursday, 29 November 2007 at 10:00 a.m. is set out on pages 11 to 12 of this circular.

Whether or not you intend to attend and vote at the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

6 November 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE FOR SHARE CONSOLIDATION
AND CHANGE OF BOARD LOT SIZE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

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

“Articles of Association” the Articles of Association of the Company “Bonus Shares” new Shares to be issued by way of Bonus Issue by the Company “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “Company” Golden 21 Investment Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange “Consolidated Share(s)” ordinary share(s) of HK$0.05 each in the share capital of the Company after the Share Consolidation becoming effective “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held on 29 November 2007 to consider and, if thought fit, approve the necessary resolutions in respect of the Change of Company Name and Share Consolidation “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Latest Practicable Date” 2 November 2007, being the latest practicable date for ascertaining certain information prior to bulk printing of the circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Share Consolidation” the proposed consolidation of every five (5) Shares of HK$0.01 each into one (1) Consolidated Share of HK$0.05 each “Shareholder(s)” or “Member(s)” holder(s) of Shares or Consolidated Shares, as the context requires “Shares” ordinary shares of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%”

per cent.

1

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE

Set out below is the expected timetable in relation to the Share Consolidation and change of board lot size:

2007

Despatch of circular and notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 6 November Latest time for lodging form of proxy for the EGM . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 27 November

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Thursday, 29 November Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 30 November

Free exchange of existing share certificates in red for new

share certificates in gold commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 30 November Original counter for trading in Shares in board

lots of 50,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 30 November Temporary counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares

(in the form of existing red share certificates) opens . . . . . . . . . . . . . 9:30 a.m. on Friday, 30 November Original counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares

(in the form of new gold share certificates) re-opens . . . . . . . . . . . . . 9:30 a.m. on Friday, 14 December Parallel trading in Consolidated Shares in the form of new gold share certificates and

existing red share certificates commences . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 14 December Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . Friday, 14 December

2

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE

2008

• Temporary counter for trading in Consolidated Shares in

• board lots of 10,000 Consolidated Shares (in the form

of existing red share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 8 January

• Parallel trading in Consolidated Shares in the form of

• new gold share certificates and

existing red share certificates closes . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 8 January

• Designated broker ceases to stand in the market

• to provide matching services for odd lots of

Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 8 January

• Free exchange of existing red share certificates

for new gold share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 11 January

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LETTER FROM THE BOARD

GOLDEN 21 INVESTMENT HOLDINGS LIMITED ������������

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

Chairman and Non-executive Director: Mr. CHOY Kwok Hung, Patrick

Executive Directors:

Mr. KUNG Yiu Fai, Ronald (Chief Executive Officer) Mr. CHAN Chi Hung Mr. LIM Siang Kai Mr. SEE Lee Seng, Reason

Independent non-executive Directors: Mr. YUE Man Yiu, Matthew Mr. CHUNG Koon Yan Dr. CHING Yih-Gwo

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Room 2609, 26th Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

6 November 2007

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME SHARE CONSOLIDATION CHANGE OF BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

On 17 October 2007, the Board announced, among other things, the proposals for the change of name of the Company, the Share Consolidation and the change of board lot size.

The purpose of this circular is to give you further information on (i) the proposed change of name of the Company; and (ii) the proposed Share Consolidation and the change of board lot size.

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LETTER FROM THE BOARD

II. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Golden 21 Investment Holdings Limited” to “China Financial Leasing Group Limited” and to adopt the Chinese name “ ��� ���������� as its official Chinese name (“Change of Company Name”).

Reasons and conditions for the Change of Company Name

The Board has reviewed the investment strategy of the Company and has decided that the Company will put more focus on the investments in the financial leasing market in the PRC. In order to reflect the core investment strategy of the Company, the Board proposes to change the name of the Company.

The proposed Change of Company Name is subject to fulfillment of the following conditions:-

• (1) the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• (2) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

The proposed Change of Company Name shall become effective after the passing of the special resolution on Change of Company Name and fulfillment of the conditions mentioned above. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong and the Companies Registry in the Cayman Islands.

Effects of Change of Company Name

The proposed Change of Company Name will not affect any rights of the existing Shareholders. All existing share certificates in issue bearing the present name of the Company shall continue to be evidence of title to such shares and valid for trading, settlement and registration purposes. There will not be any arrangement for exchange of the existing share certificates other than for the reason of the Share Consolidation stated below. Once the Change of Company Name becomes effective, and the proposed Share Consolidation stated below being approved, new share certificates of the Consolidated Shares will be issued under the new name of the Company.

III. SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE

The Board also proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.05 each. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

5

LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company amounts to HK$300,000,000 divided into 30,000,000,000 Shares, of which 8,433,600,000 Shares have been allotted and issued as fully paid or credited as fully paid. On the basis that the Company does not allot and issue any further Shares prior thereto, the authorised share capital of the Company shall become HK$300,000,000 divided into 6,000,000,000 Consolidated Shares, of which 1,686,720,000 Consolidated Shares will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Articles of Association.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation taking effect.

As at the Latest Practicable Date, the Company has no outstanding options, warrants or convertible notes in issue.

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Consolidated Shares in issue.

Reasons for the Share Consolidation

With the recent attention given to the Company by potential international institutional investors, the Board has identified a need to effect the Share Consolidation and believes that the Share Consolidation is an important component in our plan to increase our investor quality and profile and will bring long term shareholder value.

Change of board lot size

The Board further proposes to change the board lot size for trading in the shares of the Company from 50,000 Shares to 10,000 Consolidated Shares upon the Share Consolidation becoming effective.

6

LETTER FROM THE BOARD

Trading arrangement in relation to the proposed Share Consolidation

Upon the Share Consolidation becoming effective, all existing red share certificates for any number of Shares in issue immediately before the effective date of the Share Consolidation will be deemed to be certificates, and will be effective as documents of title, for Consolidated Shares in the amount equivalent to one fifth of that number of shares. New gold certificates will be issued for Consolidated Shares. Parallel trading arrangements will be established on the Stock Exchange for dealings in Consolidated Shares in the form of the existing red share certificates and in the form of the new gold share certificates. The trading arrangements proposed for dealings in Consolidated Shares are set out as follows:

• (i) with effect from 9:30 a.m. on Friday, 30 November 2007, the original counter (“Original Counter”) for trading in Shares in existing board lot of 50,000 Shares will close temporarily. A temporary counter (“Temporary Counter”) for trading in Consolidated Shares represented by existing red share certificates in board lot of 10,000 Consolidated Shares will be established. Every existing certificate for whatever number of Shares will be deemed to be a certificate, and will be effective as a document of title valid for settlement and delivery for trading transacted from 9:30 a.m. on Friday, 30 November 2007 to 4:00 p.m. on Tuesday, 8 January 2008 for Consolidated Shares in the amount equivalent to one fifth of that number of Shares. The existing red share certificates for Shares can only be traded at this Temporary Counter;

• (ii) with effect from 9:30 a.m. on Friday, 14 December 2007, the Original Counter will reopen for trading in Consolidated Shares in new board lot of 10,000 Consolidated Shares. Only new gold share certificates for Consolidated Shares can be traded at this counter;

• (iii) with effect from 9:30 a.m. on Friday, 14 December 2007 to 4:00 p.m. on Tuesday, 8 January 2008 (both dates inclusive) there will be parallel trading at the Temporary Counter and the Original Counter respectively mentioned in (i) and (ii) above; and

• (iv) the Temporary Counter for trading in Consolidated Shares represented by the existing red share certificates in board lot of 10,000 Consolidated Shares will be removed after the close of trading on Tuesday, 8 January 2008. Thereafter, trading will only be in Consolidated Shares represented by new gold share certificates in new board lot of 10,000 Consolidated Shares and the existing red share certificates for Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes.

Subject to the Share Consolidation becoming effective, which is expected to be at 9:30 a.m. on 30 November 2007, Shareholders may, on or after 30 November 2007 until 11 January 2008 (both days inclusive) submit share certificates for existing Shares to the Company’s registrar in Hong Kong (the “Registrar”), Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates of the Consolidated Shares (on the basis of five (5) Shares for one (1) Consolidated Share). Thereafter, certificates of Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) each by Shareholders to the Registrar.

7

LETTER FROM THE BOARD

It is expected that new certificates for Consolidated Shares will be available for collection within 10 business days after the submission of the existing share certificates for Shares to Tricor Tengis Limited for exchange. Unless otherwise instructed, new gold share certificates will be issued in board lot of 10,000 Consolidated Shares each. New share certificates for Consolidated Shares will be gold in colour to distinguish them from the existing share certificates for Shares which are red in colour.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint Hantec to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of Consolidated Shares, from Friday, 14 December 2007 up to and including Tuesday, 8 January 2008. Shareholders who wish to take advantage of this facility should contact Mr. Leung Siu Wa of Hantec International Finance Group Limited at 45/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong (Tel: 2235 7801) during the aforesaid period. Shareholders should note that the matching of the sale and purchase of odd lots of Consolidated Shares is not guaranteed.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about the facility described above.

Listing and dealings

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation taking effect.

No part of the share capital of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing or permission to deal is being or is currently proposed to be sought from any other stock exchange.

Dealings in Consolidated Shares on the register of Shareholders will be subject to Hong Kong stamp duty.

Subject to the granting of listing of, and permission to deal in, Consolidated Shares on the Stock Exchange, Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

8

LETTER FROM THE BOARD

IV. EGM AND RECOMMENDATION

Pages 11 to 12 of this circular contain a notice convening the EGM which will be held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on 29 November 2007 at 10:00 a.m. at which a special resolution will be proposed to approve the Change of Company Name and an ordinary resolution will be proposed to approve the Share Consolidation.

For the reasons for the Change of Company Name and the Share Consolidation set out above, the Board considers that the Change of Company Name and the Share Consolidation are to the benefit of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of the special resolution and the ordinary resolution at the EGM.

A form of proxy for use at the EGM is enclosed herewith. If you are not able to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and returning of a form of proxy will not preclude you from attending and voting at the EGM or any adjourned meetings if you so wish.

Procedures for demanding a poll

Pursuant to Article 66 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (i) by the chairman of such meeting; or

• (ii) by at least three Members present in person or in the case of a Member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Member or Members present in person or in the case of a Member being a corporation by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting;

• (iv) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorized representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (v) if required by the rules of the designated stock exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at such meeting.

9

LETTER FROM THE BOARD

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Member.

V. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By Order of the Board Golden 21 Investment Holdings Limited Choy Kwok Hung, Patrick Chairman

10

NOTICE OF EGM

GOLDEN 21 INVESTMENT HOLDINGS LIMITED ������������

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Golden 21 Investment Holdings Limited (the “Company”) will be held at Unicorn & Phoenix, Basement 2, The Chaterhouse Hotel, 209-219 Wanchai Road, Hong Kong on Thursday, 29 November 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolutions of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be and is hereby changed from “Golden 21 Investment Holdings Limited” to “China Financial Leasing Group Limited” and a new Chinese name “ ������������ ” be adopted for identification purpose to replace its existing Chinese name “ ������������ ”, and the Directors be and are hereby authorized to do all such acts and things and execute all such documents they consider necessary or expedient to give effect to the aforesaid change of names of the Company.”

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Consolidated Shares (as hereinafter defined in this Resolution) with effect from the first business day immediately following the date on which this Resolution is passed:

2. (a) every five (5) shares of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one (1) share of HK$0.05 each (the “ Consolidated Share ”) and the Consolidated Shares in issue shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of shares contained in the articles of association of the Company;

3. (b) all fractional Consolidated Shares be aggregated and, if possible, sold for the benefits of the Company;

4. (c) any one Director be and is generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as he considers necessary or expedient to give effect to the foregoing arrangements; and

11

NOTICE OF EGM

• (d) in this Resolution, the term “business day” shall mean a day on which the Stock Exchange is open for the business of dealing in securities and there is no suspension in the trading in the shares of the Company on that day.”

By Order of the Board Golden 21 Investment Holdings Limited Tse Kam Fai Company Secretary

Hong Kong, 6 November 2007

Head Office and Principal Place of Business in Hong Kong: Room 2609, 26th Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong share registrars of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting.

4. As at the date of this notice, the board of directors of the Company comprises Mr. Choy Kwok Hung, Patrick as Chairman (non-executive Director), Mr. Kung Yiu Fai, Ronald (Chief Executive Officer) Mr. Chan Chi Hung, Mr. Lim Siang Kai and Mr. See Lee Seng, Reason as executive Directors, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Dr. Ching Yih-Gwo as independent non-executive Directors.

12