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Long Investment Corp Proxy Solicitation & Information Statement 2009

Aug 6, 2009

50512_rns_2009-08-06_62d80277-6582-439c-9b89-d30d57dc43d2.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(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 (the “Company”) will be held at Conference Room, 22/F, United Centre, 95 Queensway, Hong Kong on Tuesday, 25 August 2009 at 10:00 a.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. THAT :

    • (a) the CN Issue (as defined in the circular of the Company dated 7 August 2009) and the transactions contemplated thereunder be and are hereby approved and confirmed; and

    • (b) any one director of the Company be and is hereby authorized with full power to do all things and execute all documents which may in his opinion be necessary or desirable in connection with the CN Issue or any matters relating thereto.”

  2. THAT the entering into of the CN Placing Agreement (as defined and described in the circular of the Company dated 7 August 2009) (a copy of which will be produced to the meeting and marked thereon “A” for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified and the Directors (or a duly authorized committee thereof) be and are hereby authorized to take all such steps to implement the same and to execute all documents or deeds as they may consider necessary or appropriate in relation thereto, including but not limited to make any changes, modifications, amendments, waivers, variations or extensions of any of the terms and conditions of the CN Placing Agreement (as defined and described in the circular of the Company dated 7 August 2009) as they may think fit.”

* for identification purpose only

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  1. THAT :

    • (a) the instrument constituting the Convertible Notes (as defined in the circular of the Company dated 7 August 2009) (a copy of which will be produced to the meeting and marked thereon “B” for identification purpose) be and is hereby approved and confirmed and any one director of the Company be and is hereby authorized to execute the instrument constituting the Convertible Notes and affix the common seal of the Company thereon (if necessary) for and on behalf of the Company; and

    • (b) the Company be and is hereby authorized to enter into subscription agreement(s) or other equivalent document(s), the principal terms of which shall be consistent with the terms as set out in the circular of the Company dated 7 August 2009, with the CN Placee(s) (as defined in the circular of the Company dated 7 August 2009) and/or the Placing Agent (as defined in the circular of the Company dated 7 August 2009) regarding the subscription of any of the Convertible Notes and any one director of the Company be and is hereby authorized to execute the same for and on behalf of the Company.”

  2. THAT :

    • (a) the allotment and issue of any shares in the capital of the Company which may fall to be allotted and issued upon the exercise of the Conversion Rights (as defined in the circular of the Company dated 7 August 2009) and all the transactions contemplated thereunder be and are hereby approved and confirmed; and

    • (b) any one director of the Company be and is hereby authorized to allot, issue and deal with additional shares in the capital of the Company which may fall to be allotted and issued upon the exercise of the Conversion Rights.”

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

Hong Kong, 7 August 2009

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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 the 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 (Chairman) and Mr. Chan Chi Hung (Acting Chief Executive Officer) as executive Directors, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Mr. Chung Shu Kun, Christopher as independent non-executive Directors.

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