Long Investment Corp — Proxy Solicitation & Information Statement 2008

Nov 24, 2008

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 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 China Financial Leasing Group Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or 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.

==> picture [81 x 56] intentionally omitted <==

CHINA FINANCIAL LEASING GROUP LIMITED 中國金融租賃集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

PROPOSED SHARE CONSOLIDATION; PROPOSED CHANGE IN BOARD LOT SIZE; PROPOSED CAPITAL REDUCTION AND SUB-DIVISION; PROPOSED REFRESHMENT OF GENERAL MANDATE; PROPOSED REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Hantec Capital Limited

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders of China Financial Leasing Group Limited (the “Company”) is set out on page 17 of this circular. A letter of advice from Hantec Capital Limited containing its advice to the Independent Board Committee and Independent Shareholders of the Company is set out on pages 18 to 23 of this circular.

A notice convening an Extraordinary General Meeting of the Company to be held at Conference Room 1, 22/F., United Centre, 95 Queensway, Hong Kong on Thursday, 18 December 2008 at 10:00 a.m. is set out on pages 24 to 28 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, Wanchai, 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.

* for identification purpose only

25 November 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 4 November 2008 relating to, among other things, the proposed Share Consolidation, the proposed change in board lot size and the proposed Capital Reduction and Sub-division

“Articles” the existing articles of association of the Company, as amended from time to time

• “Board”

the board of Directors

• “Business Day(s)”

• any day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“Capital Reduction” the proposed reduction of the par value of each issued Consolidated Share from HK$0.25 to HK$0.01 by cancelling the paid up capital to the extent of HK$0.24 on each issued Consolidated Share

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Company” China Financial Leasing Group 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) with a par value of HK$0.25 each in the share capital of the Company immediately after the Share Consolidation becoming effective

“Court” the Grand Court of the Cayman Islands

• “Directors” the director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the (i) Share Consolidation, (ii) the Capital Reduction and the Subdivision, (iii) the New General Mandate, and (iv) the Refreshment

“Existing General Mandate”

the general mandate granted by the Shareholders to the Directors at the Last AGM to allot, issue and deal with up to 337,344,000 new Shares

1

DEFINITIONS

“Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Board Committee” the independent committee of the Board, comprising the independent non-executive Directors, namely Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Dr. Ching YihGwo, established for the purpose of advising the Independent Shareholders on the New General Mandate

“Independent Financial Adviser” Hantec Capital Limited, the independent financial adviser to the or “Hantec” Independent Board Committee and the Independent Shareholders in connection with the grant of the New General Mandate “Independent Shareholders” holders of the Shares other than Mr. Chan Chi Hung

“Last AGM”

the annual general meeting of the Company held on 28 May 2008

• “Latest Practicable Date” 20 November 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Committee” Listing Committee of the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New General Mandate” the general mandate proposed to be granted to the Directors at the EGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM

• “New Share(s)” ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company after the Capital Reduction and the Subdivision becoming effective

• “Refreshment” the proposed refreshment of the 10% general limit on grant of options under the Share Option Scheme

2

DEFINITIONS

“Shareholder(s)” or “Member(s)” the holder(s) of the shares of the Company “Share(s)” existing ordinary share(s) with a par value of HK$0.05 each in the share capital of the Company “Share Consolidation” the consolidation of every 5 unissued and issued Shares into 1 Consolidated Share “Share Option Scheme” the share option scheme of the Company adopted on 7 October 2002 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Sub-division” the sub-division of each authorised but unissued Consolidated Share into 25 New Shares “Warrants” the unlisted warrants conferring rights on the holders to subscribe for the Shares at the subscription price of HK$0.05 per Share, subject to adjustments

3

EXPECTED TIMETABLE

Set out below is the expected timetable for the implementation of the Share Consolidation, change in board lot size, the Capital Reduction and Sub-division. The timetable is subject to the results of the EGM and the approval from the Court. The Company will notify the Shareholders of any changes to the expected timetable by way of announcement(s) as and when appropriate.

Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 16 December 2008 Date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 18 December 2008 Announcement of results of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 December 2008 The following events are conditional on the results of the EGM. The dates are therefore tentative. Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 19 December 2008 Original counter for trading in Shares in board lots of 10,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 19 December 2008 Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares in the form of existing share certificates opens . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 19 December 2008 First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 19 December 2008 Original counter for trading in Consolidated Shares in board lots of 15,000 Consolidated Shares in the form of new share certificates for Consolidated Shares re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 7 January 2009 Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on Wednesday, 7 January 2009 Designated broker starts to stand in the market to provide matching services for sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 January 2009

4

EXPECTED TIMETABLE

Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 30 January 2009 Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares in the form of existing share certificates closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 30 January 2009 Designated broker ceases to stand in the market to purchase and sell odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 30 January 2009

Last day for free exchange of existing share certificates

for new share certificates ends for Consolidated Shares . . . . . . . . . . . . . . . . . Tuesday, 3 February 2009

The following events are conditional on the results of the EGM and the approval from the Court. The dates are therefore tentative.

Effective date for the Capital Reduction

and the Sub-division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 20 May 2009

First day for free exchange of then share

certificates for new share certificates for New Shares (one day after the effective date due to time difference between Hong Kong and the Cayman Islands) . . . . . . . . . . . . . . . . . .Thursday, 21 May 2009

Last day for free exchange of then share certificates

for new share certificates ends for New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 June 2009

5

LETTER FROM THE BOARD

==> picture [81 x 56] intentionally omitted <==

CHINA FINANCIAL LEASING GROUP LIMITED 中國金融租賃集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

Directors:

Mr. CHOY Kwok Hung, Patrick (Chairman)[^]

Mr. CHAN Chi Hung (Acting Chief Executive Officer)

Mr. LIM Siang Kai Mr. YUE Man Yiu, Matthew[#]

• Mr. CHUNG Koon Yan[#]

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

• Dr. CHING Yih-Gwo[#]

• ^ Non-executive Director

• Independent non-executive Directors

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

25 November 2008

• To the Shareholders

• and for information only to the holders

• of the Warrants

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION; PROPOSED CHANGE IN BOARD LOT SIZE; PROPOSED CAPITAL REDUCTION AND SUB-DIVISION; PROPOSED REFRESHMENT OF GENERAL MANDATE; PROPOSED REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement relating to the proposed Share Consolidation, change in board lot size and the proposed Capital Reduction and Sub-division.

• for identification purpose only

6

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, further information on the (i) proposed Share Consolidation, (ii) proposed change in board lot size, (iii) the proposed Capital Reduction and Sub-division, (iv) proposed New General Mandate and (v) proposed Refreshment, and a notice of the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to effect the Share Consolidation pursuant to which every 5 issued and unissued Shares will be consolidated into 1 Consolidated Share.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$300,000,000 comprising 6,000,000,000 Shares with a par value of HK$0.05 each, of which 1,686,720,000 Shares are in issue. Every 5 issued and unissued Shares will be consolidated into 1 Consolidated Share with a par value of HK$0.25 each. Fractions of Consolidated Shares that arise from the Share Consolidation will be aggregated and sold for the benefit of the Company.

Upon the Share Consolidation becoming effective, the authorised share capital of the Company will be HK$300,000,000 divided into 1,200,000,000 Consolidated Shares with a par value of HK$0.25 each, of which 337,344,000 Consolidated Shares will be in issue.

All Consolidated Shares will rank pari passu in all respects with each other.

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 permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the fulfillment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Friday, 19 December 2008, being the Business Day immediately after the EGM.

Adjustment to the Warrants

As at the Latest Practicable Date, there were outstanding Warrants entitling the holders thereof to subscribe up to an aggregate of 337,300,000 Shares at the subscription price of HK$0.05 for a period of 36 months commencing from the date of issue of the Warrants (i.e. 24 October 2008).

7

LETTER FROM THE BOARD

The Share Consolidation causes adjustments to the subscription price and the number of Consolidated Shares to be issued under the Warrants. The adjustments made pursuant to the terms of the Warrants and in compliance with the Listing Rules are as follows:

Before the Share Consolidation After the Share Consolidation No. of Warrants Subscription Price No. of Warrants Subscription Price 337,300,000 HK$0.05 67,460,000 HK$0.25

Save for the Warrants, the Company had no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convertible or exchange into Shares as at the Latest Practicable Date.

Reasons for the Share Consolidation

The Share Consolidation will increase the par value of the Shares and reduce the total number of shares in issue. Accordingly, the transaction and handling costs in relation to the dealing in the Consolidated Shares and the listing fees are expected to be reduced. The Board therefore believes that the Share Consolidation is in the interests of the Company and its Shareholders as a whole.

Application for listing of the Consolidated Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for granting the listing of and permission to deal in the Consolidated Shares and the Consolidated Shares which fall to be issued upon exercise of subscription right attaching to the Warrants.

Subject to granting of the listing of and permission to deal in the Consolidated Shares on the Stock Exchange, the 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 the Consolidated Shares on the Stock Exchange or, under contingent situation, 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.

Free exchange of the share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, during the period from Friday, 19 December 2008 to Tuesday, 3 February 2009, submit share certificates for existing Shares to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, in exchange, at the expense of the Company, for new share certificates for Consolidated Shares. Thereafter, share certificates for existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate issued or cancelled, whichever is higher. Nevertheless, share certificates for existing Shares will not be acceptable for trading purposes but will continue to be good evidence of legal title and may be exchanged for new share certificates for Consolidated Shares at any time. It is expected that new share certificates for the Consolidated Shares will be available for collection within 10 Business Days from the date of submission of the existing share certificates for Shares to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, for exchange.

8

LETTER FROM THE BOARD

New share certificates for the Consolidated Shares will be in green colour in order to distinguish them from the existing share certificates which are in gold colour.

PROPOSED CHANGE IN BOARD LOT SIZE

Subject to the Share Consolidation becoming effective, the Board also proposes to change the board lot size for trading in the Shares from 10,000 Shares to 15,000 Consolidated Shares.

The change in the board lot size will increase the value of each board lot of the Consolidated Shares and reduce transaction and registration costs incurred by the Shareholders and investors of the Company.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed GOA Securities Limited to arrange for sale and purchase of odd lost of the Consolidated Shares on behalf of the Shareholders. Holders of odd lots of Consolidated Shares who wish to take advantage of this trading facility to dispose of or top up odd lots should contact Mr. Stephen Lai at (852) 2169 5723 / 2169 5722 of GOA Securities Limited at Unit 1504, 15/F, The Center 99 Queen’s Road Central, Hong Kong, during the period from Wednesday, 7 January 2009 to 4:10 p.m. on Friday, 30 January 2009, both days inclusive.

Holders of Consolidated Shares in odd lots should note that successful matching of the sale and purchase of odd lots of Consolidated Shares will not be guaranteed. Shareholders are advised to consult their professional advisers if they are in doubt about the above arrangement.

PROPOSED CAPITAL REDUCTION AND SUB-DIVISION

Subject to the Share Consolidation becoming effective, the Board proposes to effect the Capital Reduction pursuant to which the par value of each of the issued Consolidated Shares will be reduced from HK$0.25 to HK$0.01 each by cancelling the paid-up capital to the extent of HK$0.24 per issued Consolidated Share. The credits arising from such reduction will be applied towards cancelling the accumulated loss of the Company and the balance (if any) will be transferred to the distributable reserve account of the Company.

The following table shows the amounts of issued share capital of the Company, distributable reserve account and accumulated loss of the Company immediately before and after the Capital Reduction:

	Before Capital	After Capital
	Reduction	Reduction
Issued share capital of the Company	HK$84,336,000	HK$3,373,440
Distributable reserve account	–	HK$12,401,560
Accumulated loss as at 30 June 2008 approximately	HK$68,561,000	–

9

LETTER FROM THE BOARD

Immediately following the Capital Reduction, each authorized but unissued Consolidated Share will also be sub-divided into 25 New Shares with a par value of HK$0.01 each.

On the basis of the existing issued share capital of the Company and assuming no further issue of new Shares from the Latest Practicable Date up to the date on which the Share Consolidation becomes effective and assuming no further issue of Consolidated Shares after the Share Consolidation and up to the date on which the Capital Reduction and the Sub-division become effective, the authorised share capital of the Company will be HK$300,000,000 divided into 30,000,000,000 New Shares with a par value of HK$0.01 each, of which 337,344,000 New Shares will be in issue.

All New Shares will rank pari passu in all respects with each other.

Conditions of the Capital Reduction and Sub-division

The Capital Reduction and the Sub-division are conditional on:

• (i) the Share Consolidation becoming effective;

• (ii) the passing by the Shareholders of a special resolution to approve the Capital Reduction and the Sub-division at the EGM;

• (iii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares in issue and to be issued upon the Capital Reduction and the Sub-division becoming effective; and

• (iv) approval of the Capital Reduction by the Court and registration of the order made by the Court confirming the Capital Reduction and of the minutes approved by the Court at the Registrar of Companies of the Cayman Islands.

The Capital Reduction shall become effective upon registration of the Court order and other relevant documents with the Registrar of Companies of the Cayman Islands.

Application for listing of the New Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for granting the listing of and permission to deal in the issued New Shares and the New Shares which fall to be issued upon exercise of the subscription right attaching to the Warrants.

Subject to granting of the listing of and permission to deal in the New Shares on the Stock Exchange, the New 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 the New Shares on the Stock Exchange or, under contingent situation, 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.

10

LETTER FROM THE BOARD

Reasons for the Capital Reduction and the Sub-division

As at 30 June 2008, the Company had accumulated loss of approximately HK$68,561,000. It is expected that the accumulated loss of the Company will be eliminated after the Capital Reduction. It will therefore facilitate any dividend payment by the Company as and when appropriate in the future. The Subdivision is necessary to sub-divide the par value of each of the authorised but unissued New Shares from HK$0.25 to HK$0.01 so that the par value of all issued and unissued New Shares will be HK$0.01 each.

Therefore the Directors consider that the Capital Reduction and the Sub-division are in the interests of the Company and the Shareholders as a whole.

Free exchange of share certificates

Subject to the Capital Reduction becoming effective, Shareholders may, during the period from Thursday, 21 May 2009 to Monday, 22 June 2009, submit share certificates for the then Consolidated Shares to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, in exchange, at the expense of the Company, for new share certificates for New Shares. Thereafter, share certificates for the then Consolidated Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate issued or cancelled, whichever is higher. Nevertheless, share certificates for the then Consolidated Shares will not be acceptable for trading purposes but will continue to be good evidence of legal title and may be exchanged for new share certificates for New Shares at any time. It is expected that new share certificates for New Shares will be available for collection within 10 Business Days from the date of submission of the share certificates for the Consolidated Shares to Company’s share registrar in Hong Kong, Tricor Tengis Limited, for exchange.

New share certificates for the New Shares will be in pink colour in order to distinguish them from the share certificates for the Consolidated Shares which will be in green colour.

EFFECT ON THE SHARE CAPITAL OF THE COMPANY

The following table shows the effects on the share capital of the Company under the Share Consolidation, the Capital Reduction and the Sub-division on the basis of the existing issued share capital of the Company and assuming no further issue of new Shares from the Latest Practicable Date up to the date on which the Share Consolidation becomes effective and assuming no further issue of Consolidated Shares after the Share Consolidation up to the date on which the Capital Reduction and the Sub-division become effective:

11

LETTER FROM THE BOARD

Authorised share capital:

6,000,000,000	Shares with a par value of HK$0.05 each as at the	HK$300,000,000
	Latest Practicable Date
1,200,000,000	Consolidated Shares with a par value of HK$0.25	HK$300,000,000
	each after the Share Consolidation becomes effective
30,000,000,000	New Shares with a par value of HK$0.01 each after	HK$300,000,000
	the Capital Reduction and the Sub-division	(Note)
	become effective
d share capital	(paid up or credited as fully paid):
1,686,720,000	Shares with a par value of HK$0.05 each as at	HK$84,336,000
	the Latest Practicable Date
337,344,000	Consolidated Shares with a par value of HK$0.25 each	HK$84,336,000
	after the Share Consolidation becomes effective
337,344,000	New Shares with a par value of HK$0.01 each after the	HK$3,373,440
	Capital Reduction and the Sub-division become effective

Issued share capital (paid up or credited as fully paid):

• Note: The reduced issued share capital of HK$80,962,560 arising from the Capital Reduction will return to the authorised share capital, hence the authorised share capital will remain the same upon the completion of the Capital Reduction and Subdivision.

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

At the EGM, the Directors will seek the approval of the Independent Shareholders to grant the New General Mandate in favour of the Directors to exercise the power of the Company to allot, issue and deal in the Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution approving the New General Mandate. The New General Mandate will continue in force until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Shareholders in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held.

On the basis of a total of 1,686,720,000 Shares in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased whatsoever between the Latest Practicable Date and the EGM, the New General Mandate (if granted) will empower the Directors to allot, issue and deal with up to a maximum of 337,344,000 Shares, representing 20% of the issue share capital of the Company as at the date of the EGM. However, should the proposed Share Consolidation becomes effective, the Directors would be allowed to allot, issue and deal with up to 67,468,800 Consolidated Shares.

12

LETTER FROM THE BOARD

Reasons for and benefits of the New General Mandate

At the Last AGM, the Shareholders approved, among other things, to grant to the Directors the Existing General Mandate under which the Directors are authorized to allot, issue and deal with up to 337,344,000 Shares, which is equivalent to the then 20% issued share capital of the Company.

The Existing General Mandate was utilized as follow:

337,300,000 Warrants were issued at a issue price of HK$0.003 per Warrant pursuant a placing agreement entered on 9 October 2008 (the Warrants conferring rights to subscribe for new Shares at the subscription price of HK$0.05 per Share for a period of 36 months commencing from the date of issue of the Warrants) and the net proceeds of HK$900,000 raised immediately upon the completion of the above placing is intended to be used to invest in suitable investment opportunities to be identified by the Company, part of the proceeds has been utilized as general working capital up to the Latest Practicable Date.

As such, the Existing General Mandate has almost been fully utilized.

The New General Mandate will empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without seeking further approval from the Shareholders. This could provide the Company the flexibility and ability to capture any capital raising or investment or business opportunity as and when the same arises. The Directors (including the independent non-executive Directors) consider that it is fair and reasonable and is in the interests and for the benefit of the Company and the Shareholders as a whole if the New General Mandate is granted.

The Directors have no intention or plan for raising capital by issuing of new Shares as at the Latest Practicable Date. In the event that there is any such issue, the Company will comply with the applicable requirements under the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the general mandate before the next annual general meeting shall be subject to the Independent Shareholders’ approval by way of poll at the EGM. Any controlling Shareholders and their associates or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution for approving the New General Mandate as required under Rule 13.36(4)(a) of the Listing Rules.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, there was no controlling shareholder, and Mr. Chan Chi Hung, Acting Chief Executive Officer of the Company, is interested in 85,000,000 Shares of the Company, representing approximately 5.04% of the total issued Shares, he controls over the voting right in respect of the said 85,000,000 Shares and will abstain from voting in favour of the resolution for approving the New General Mandate. Mr. Chan Chi Hung has indicated that he will not vote against the resolution for the proposed approval of the New General Mandate. Other than Mr. Chan Chi Hung, there is no Shareholder is required to abstain from voting in favour of the resolution for approving the New General Mandate.

13

LETTER FROM THE BOARD

REFRESHMENT OF THE LIMIT UNDER THE SHARE OPTION SCHEME

The Share Option Scheme of the Company was adopted by the then Shareholders on 7 October 2002. Pursuant to the Share Option Scheme, the maximum number of Shares in respect of which options may be granted under the Share Option Scheme and any other schemes must not exceed 10% of the issued share capital of the Company as at the date on which trading in the shares of the Company on the Stock Exchange first commenced. As at 28 October 2002, being the date on which trading in the shares of the Company on the Stock Exchange first commenced, the maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme was 10,542,000 shares, being 10% of the shares in issue on 28 October 2002.

As at the Latest Practicable Date, no options has been granted under the Share Option Scheme.

As at the Latest Practicable Date, there were 1,686,720,000 Shares in issue. Assuming no further issue or repurchase of Shares prior to the EGM and upon the approval of the Refreshment by the Shareholders at the EGM, the Company may grant options entitling holders thereof to subscribe for a maximum of 168,672,000 Shares. However, should the proposed Share Consolidation become effective, the Company would be allowed to issue options to subscribe for up to 33,734,400 Consolidated Shares. No options may be granted if this will result in the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme exceed 30% of the shares of the Company in issue from time to time. The Board considers that with the increased issued share capital, it would be fair and reasonable to refresh the general limit on the grant of options under the Share Option Scheme.

At the EGM, an ordinary resolution will be proposed to the Shareholders to refresh the general limit on the grant of options under the Share Option Scheme to 10% of the number of Shares in issue as at the date of approval of such resolution.

Application will be made to the Stock Exchange for granting approval of the listing of, and permission to deal in, the new Shares or Consolidated Shares (where appropriate) which may be issued upon exercise of options to be granted under the refreshed limit of the Share Option Scheme.

EGM

A notice convening the EGM to be held at Conference Room 1, 22/F., United Centre, 95 Queensway, Hong Kong on Thursday, 18 December 2008 at 10:00 a.m. is set out on pages 24 to 28 of this circular.

A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the form of proxy and return it to the share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not prevent you from attending and voting at the EGM or any adjournment thereof should you so wish.

14

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 66 of the Articles, 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 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 representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (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.

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.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee as set out on page 17 of this circular which contains its recommendation to the Independent Shareholders on the New General Mandate. Your attention is also drawn to the letter of advice from the Independent Financial Adviser as set out on pages 18 to 23 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the above.

15

LETTER FROM THE BOARD

The Directors consider that the proposed Share Consolidation, the proposed change in board lot size, the proposed Capital Reduction and Sub-division, the New General Mandate, and the Refreshment are all in the interests of the Group and the Shareholders as a whole and so they recommend (i) all the Shareholders should vote in favour of the resolutions for approving the Share Consolidation, Capital Reduction and Subdivision and the Refreshment, and (ii) the Independent Shareholders should vote in favour of the resolution for the New General Mandate to be proposed at the EGM.

Yours faithfully, By Order of the Board China Financial Leasing Group Limited Choy Kwok Hung, Patrick Chairman

16

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation from the Independent Board Committee which has been prepared for the purpose of inclusion in this circular:

==> picture [81 x 56] intentionally omitted <==

CHINA FINANCIAL LEASING GROUP LIMITED 中國金融租賃集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

25 November 2008

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE

We refer to the circular of the Company dated 25 November 2008 (the “Circular”), of which this letter forms a part. Unless specified otherwise, capitalized terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed by the Board as members of the Independent Board Committee to advise you on the New General Mandate. Hantec Capital Limited (“Hantec”) has been appointed as the Independent Financial Adviser to advise you and us in this regard. Details of their advice, together with the principal factors and reasons they have taken into consideration in giving such advice, are set out on pages 18 to 23 of this Circular. Your attention is also drawn to the letter from the Board in the Circular.

Having considered the New General Mandate and the independent advice of Hantec, in particular the reasons and recommendations set out in their letter on pages 18 to 23 of the Circular, we consider that the New General Mandate is on normal commercial terms and is fair and reasonable in so far as the Shareholders are concerned, and is in the interests of the Group and the Shareholders as a whole.

Accordingly, we recommend you to vote in favour of the ordinary resolution to be proposed at the EGM to approve the New General Mandate.

Yours faithfully, For and on behalf of

Independent Board Committee

YUE Man Yiu, Matthew

CHUNG Koon Yan

CHING Yih-Gwo

Independent non-executives Directors

• for identification purpose only

17

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Hantec Capital Limited to the Independent Board Committee and the Independent Shareholders for the purpose of inclusion in this circular:

Hantec Capital Limited 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

25 November 2008

To the Independent Board Committee and the Independent Shareholders of

China Financial Leasing Group Limited

Dear Sirs/Madams,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the proposed refreshment of the Existing General Mandate, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 25 November 2008, of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the general mandate before the next annual general meeting shall be subject to the Independent Shareholders’ approval by way of poll at the EGM. Any controlling Shareholders and their associates or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution for approving the New General Mandate as required under Rule 13.36(4)(a) of the Listing Rules. To the best knowledge and belief of the Directors, as at the Latest Practicable Date, there was no controlling Shareholder, and Mr. Chan Chi Hung, the acting chief executive officer of the Company, is interested in 85,000,000 Shares, representing approximately 5.04% of the issued share capital of the Company, he controls over the voting right in respect of the said 85,000,000 Shares and will abstain from voting in favour of the resolution approving the New General Mandate. Mr. Chan Chi Hung has indicated that he will not vote against the resolution for the proposed approval of the New General Mandate. Other than Mr. Chan Chi Hung, there is no Shareholder who is required to abstain from voting in favour of the resolution for approving the New General Mandate.

18

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Dr. Ching Yih-Gwo, has been established to advise the Independent Shareholders on whether the proposed grant of the New General Mandate is fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

BASIS OF OUR ADVICE

In arriving at our opinion and recommendation, we have relied on the information supplied and the opinion expressed by the Directors and the management of the Company. We have assumed that the information contained and representations made to us or referred to in the Circular are true, accurate and complete at the time they were made and continued to be so as at the date of the Circular. We consider that we have taken reasonable steps as required under Rule 13.80 of the Listing Rules in obtaining all necessary information from the Company to reach an informed view, to justify relying on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have no reasons to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, conducted any independent verification of the information provided by the Directors and the management of the Company nor have we carried out any independent investigation into the business and affairs of the Company or any of its respective subsidiaries or associates.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the grant of the New General Mandate, we have taken into consideration the following principal factors and reasons as set out below:

1. Background of the grant of the New General Mandate

The Group is principally engaged in the diversified investment in listed and unlisted companies in order to achieve short to medium term capital appreciation.

At the Last AGM, the Shareholders approved, among other things, to grant to the Directors the Existing General Mandate under which the Directors are authorized to allot, issue and deal with up to 337,344,000 Shares, which is equivalent to the then 20% issued share capital of the Company as at the date of the Last AGM.

19

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Existing General Mandate was almost fully utilised as to the issue of 337,300,000 Warrants at the issue price of HK$0.003 per Warrant, each of which entitles the holder thereof to subscribe for one Share at the subscription price of HK$0.05 per Share for a period of 36 months commencing from the date of issue of the Warrants, pursuant to the placing agreement entered into on 9 October 2008, details of which have been set out in the announcement of the Company dated 9 October 2008. The net proceeds of HK$900,000 raised immediately upon the completion of the above placing is intended to be used to invest in suitable investment opportunities to be identified by the Company, and part of the proceeds has been utilised as the general working capital up to the Latest Practicable Date. If the Existing General Mandate was not renewed, only 44,000 new Shares may be further issued under the Existing General Mandate.

In this regard and with a view to maintain the financial flexibility necessary for the Group’s future business development, the Directors therefore propose to seek the Independent Shareholders’ approval at the EGM for the grant of the New General Mandate so that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of the EGM. On the basis of a total of 1,686,720,000 Shares in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased whatsoever between the Latest Practicable Date and the date of the EGM, the New General Mandate (if granted) will empower the Directors to allot, issue and deal with up to a maximum of 337,344,000 Shares, representing 20% of the issued share capital of the Company as at the date of EGM. However, should the proposed Share Consolidation becomes effective, the Directors would be allowed to allot, issue and deal with up to 67,468,800 Consolidated Shares.

2. Reasons for the grant of the New General Mandate

As set out in the Letter from the Board, the Directors consider that the New General Mandate will empower them to issue new Shares under the refreshed limit speedily as and when necessary, and without seeking further approval from the Shareholders. This could provide the Company the flexibility and ability to capture any capital raising or investment or business opportunity as and when the same arises. The Directors (including the independent non-executive Directors) consider that it is fair and reasonable and is in the interests and for the benefit of the Company and the Shareholders as a whole if the New General Mandate is granted.

We noted from the unaudited interim report of the Company for the six months ended 30 June 2008 that the Group has suffered from loss of approximately HK$37.4 million for the six months ended 30 June 2008 which decreased from profit for the respective period in 2007 of approximately HK$5.4 million. In this regard, we consider that equity financing through the use of the New General Mandate is an important avenue of resources to the Group, as it (i) does not create any interest paying obligations on the Group as in bank financing; and (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer.

In light of the above, and having considered that that (i) the refreshment of the Existing General Mandate will ensure the Company having sufficient general mandate, if so required, until the general mandate is approved in the next annual general meeting; and (ii) the New General Mandate will facilitate the Company to raise funds in a meaningful quantum if and when necessary in a timely manner, we therefore consider that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole.

20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Flexibility in financing

As set out in the Letter from the Board, the Directors have no intention or plan for raising capital by issuing of new Shares as at the Latest Practicable Date. The Directors advise that if any potential investors offer attractive terms for investment in the Shares subject to the then market conditions, they will consider and may conduct an equity fund raising exercise by issuing new Shares, the proceeds of which may be used as general working capital and/or supporting the Group’s business development. The Directors consider that funding requirement or appropriate investment opportunities may or may not arise at any time prior to the next annual general meeting. If such opportunities arise prior to the next annual general meeting, decisions may have to be met or made within a limited period of time. The Directors believe that (i) the refreshment of the Existing General Mandate will therefore provide the Company with additional flexibility in deciding the source of financing for any acquisition opportunities that may arise in the future and for the purpose of raising general working capital of the Group; and (ii) the New General Mandate will empower them to issue new Shares under the refreshed limit speedily as and when necessary, and without seeking further approval from the Shareholders.

Based on the above, and having taken into account that (i) any share placement exercises are dependent, to a large extent, on prevailing market conditions and such opportunities for share placement exercises may not always arise; (ii) the New General Mandate would provide the Group with flexibility to issue new Shares or other convertible instruments as consideration for potential future investments or acquisitions as and when such opportunities arise; and (iii) the Group is principally engaged in the diversified investment in listed and unlisted companies of which substantial capital may be required for the acquisition, equity financing through the use of the New General Mandate by issuing of consideration Shares may therefore provide an additional financing options to the Group for the settlement of the consideration of the possible acquisitions, we therefore consider that the grant of the New General Mandate is in the interests of the Shareholders and the Company as a whole.

4. History of fund raising activities of the Group during the last 12 months

According to the information provided by the Directors, we summarise the fund raising activities of the Company during the past 12 months immediately preceding the Latest Practicable Date in the following table:

Date of initial		Net proceeds	Intended use of	Actual use of
announcement	Description	(approximately)	proceeds	proceeds
9 October 2008	Issue of	HK$900,000 (If	Investment	Part of the
	Warrants	and when the	in suitable	proceeds has been
		subscription rights	opportunities to be	utilized as general
		attaching to the	identified by the	working capital
		Warrants are	Company
		exercised in full,
		further funds of up
		to approximately
		HK$16.8 million
		will be raised)

21

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save as disclosed herein, the Company has not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

5. Potential dilution to shareholding of the Independent Shareholders

We set out below the table depicting the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) for illustrative purpose, upon completion of the Share Consolidation assuming no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the EGM; (iii) for illustrative purpose, upon completion of the Share Consolidation and full utilisation of the New General Mandate; and (iv) for illustrative purpose, upon completion of the Share Consolidation and full utilisation of the New General Mandate and assuming exercise in full the subscription rights attaching to the Warrants:

Name of Shareholders Mr. Chan Chi Hung Mr. Choy Git Yan Holder(s) of Warrants Public Shareholders Shares that may be issued under the New General Mandate Total	As at the Latest Practicable Date Shares % 85,000,000 5.04 311,140,000 18.45 – – 1,290,580,000 76.51 – – 1,686,720,000 100.00	Upon completion of the Share Consolidation Consolidated % Shares 17,000,000 5.04 62,228,000 18.45 – – 258,116,000 76.51 – – 337,344,000 100.00	Upon completion of the Share Consolidation and full utilisation of the New General Mandate Consolidated % Shares 17,000,000 4.20 62,228,000 15.37 – – 258,116,000 63.76 67,468,800 16.67 404,812,000 100.00	Upon completion of the Share Consolidation and full utilisation of the New General Mandate and assuming exercise in full the subscription rights attaching to the Warrants Consolidated % Shares 17,000,000 3.60 62,228,000 13.18 67,460,000 14.28 258,116,000 54.65 67,468,800 14.29 472,272,800 100.00	Upon completion of the Share Consolidation and full utilisation of the New General Mandate and assuming exercise in full the subscription rights attaching to the Warrants Consolidated % Shares 17,000,000 3.60 62,228,000 13.18 67,460,000 14.28 258,116,000 54.65 67,468,800 14.29 472,272,800 100.00
					100.00

Shareholders should be aware that the Existing General Mandate will be revoked upon approval at the EGM by the Independent Shareholders of the New General Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Shareholders in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held.

22

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, assuming no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the EGM, 337,344,000 new Shares or, should the proposed Share Consolidation becomes effective, 67,468,000 Consolidated Shares (where appropriate) can be issued upon full utilisation of the New General Mandate, representing 20% the issued share capital as at the date of EGM, and the aggregate shareholding of the existing public Shareholders will decrease from approximately 76.51% as at the Latest Practicable Date to approximately 63.76% upon full utilisation of the New General Mandate, representing a potential maximum decrease in shareholding of approximately 12.75%.

Taking into account that the New General Mandate (i) allows the Company to raise capital by allotment and issue of new Shares before the next annual general meeting; (ii) provides more flexibility and options of financing to the Group for further business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; and (iii) the shareholding interests of all the Shareholders will be decreased in proportion to their respective shareholdings upon any utilisation of the New General Mandate, we consider that such potential decrease in shareholding of the public Shareholders is acceptable.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the proposed refreshment of the Existing General Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Shareholders and recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution(s) approving the New General Mandate at the EGM.

Yours faithfully, For and on behalf of

Hantec Capital Limited Robert Siu Director

23

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [81 x 56] intentionally omitted <==

CHINA FINANCIAL LEASING GROUP LIMITED 中國金融租賃集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Financial Leasing Group Limited (“ Company ”) will be held at Conference Room 1, 22/F., United Centre, 95 Queensway, Hong Kong on Thursday, 18 December 2008 at 10:00 a.m. (or any adjournment thereof) for the following purposes of considering and, if thought fit, passing, with or without modification, the following resolutions:

Ordinary Resolutions

1. “ THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the shares of the Company with a par value of HK$0.25 each in the share capital of the Company issued or to be issued by the Company, with effect from the next business day (not being a Saturday) after the date on which this resolution is passed:

2. (a) every 5 issued and unissued shares with a par value of HK$0.05 each (each a “ Share ”) in the share capital of the Company be consolidated into one share with a par value of HK$0.25 each (each a “ Consolidated Share ”), such Consolidated Share(s) 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 the shares contained in the Memorandum and Articles of Association of the Company;

3. (b) all fractions of the Consolidated Shares to which holders of issued Shares be entitled, if any, will not be issued to the holders thereof but shall be aggregated and sold for the benefit of the Company; and

4. (c) the directors of the Company (the “ Directors ”) be and are generally authorised to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to give effect to the foregoing arrangements.”

* for identification purpose only

24

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT:

2. (a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange , the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this Resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) the exercise of options under a share option scheme of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment 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 shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution; and

5. (d) for the purpose 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 any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

25

NOTICE OF EXTRAORDINARY GENERAL MEETING

“Rights Issue” means an offer of shares in the Company, 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 in the Company on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may 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 applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).”

1. “ THAT conditional upon the passing of ordinary resolution no. 2 above, the general mandate referred to in the resolution no. 1 be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of shares purchased by the Company pursuant to the mandate granted to the Directors on 28 May 2008, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution.”

2. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the shares of the Company issuable upon exercise of the options to be granted pursuant to the authority hereby given, the board of directors of the Company be and is hereby authorized to grant options under the share option scheme of the Company adopted on 7 October 2002 pursuant to which shares representing up to 10% of the number of shares in issue as at the date of passing of this resolution, may be issued upon the exercise of such options (the “ Refreshed Scheme Limit ”) and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Refreshed Scheme Limit.”

Special Resolution

1. “ THAT subject to and conditional upon (i) the passing of ordinary resolution no. 1 above and the share consolidation referred to therein becoming effective; (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the shares of the Company with a par value of HK$0.01 each in the share capital of the Company issued or to be issued by the Company; (iii) approval by the Grand Court of the Cayman Islands (the “ Court ”) of the Capital Reduction (as defined below), registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law of the Cayman Islands in respect of the Capital Reduction, upon the date (the “ Effective Date ”) on which the Capital Reduction becomes effective:

26

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (a) the issued share capital of the Company be reduced by reducing the par value of each share of the Company in issue on the Effective Date from HK$0.25 each to HK$0.01 each by cancelling the paid-up capital to the extent of HK$0.24 on each share in issue on the Effective Date (the “ Capital Reduction ”), so that following such reduction (i) each issued share with a par value of HK$0.25 in the share capital of the Company shall be treated as one fully paid-up share with a par value of HK$0.01 each in the share capital of the Company (the “ New Share ”); and (ii) that the amount of the issued share capital of the Company hereby cancelled be made available for issue of new shares with a par value of HK$0.01 each in the share capital of the Company so that the authorised share capital of the Company of HK$300,000,000 remain unchanged on the Effective Date;

• (b) the credits arising from the Capital Reduction be applied towards cancelling the accumulated loss of the Company with the balance (if any) to be transferred to the distributable reserve account of the Company;

• (c) each of the authorised but unissued shares with a par value of HK$0.25 each in the share capital of the Company be and is sub-divided into 25 unissued new shares with a par value of HK$0.01 each in the share capital of the Company (the “ Sub-division ”);

• (d) all of the New Shares resulting from the Capital Reduction shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the Memorandum and Articles of Association of the Company; and

• (e) the Directors be and are hereby authorised generally to do all things they may consider appropriate and desirable to effect and implement the Capital Reduction, application of the credit arising from the Capital Reduction, and the Sub-division.”

For and on behalf of the Board China Financial Leasing Group Limited Tse Kam Fai Company Secretary

Hong Kong, 25 November 2008

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

27

NOTICE OF EXTRAORDINARY GENERAL MEETING

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, Wanchai, 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 comprises Mr. Choy Kwok Hung, Patrick as Chairman (non-executive Director), Mr. Chan Chi Hung (Acting Chief Executive Officer) and Mr. Lim Siang Kai as executive Directors, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Dr. Ching Yih-Gwo as independent non-executive Directors.

28