Long Investment Corp — Proxy Solicitation & Information Statement 2010

Dec 14, 2010

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 a 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 (the “Company”), you should at once hand this circular together with the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

RESIGNATION OF AUDITORS AND PROPOSED APPOINTMENT OF NEW AUDITOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of China Financial Leasing Group Limited (the “Company”) to be held at Conference Room, 22/F., United Centre, 95 Queensway, Hong Kong on Monday, 3 January 2011 at 10:00 a.m. is set out on page 7 of this circular. Whether or not you intend to attend and vote at the extraordinary general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the share registrars of the Company, 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 later than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting(s) should you so wish.

* for identification purpose only

15 December 2010

CONTENTS

	Page
Responsibility Statement............................................................................................................	1
Definitions...................................................................................................................................	2
Letter from the Board................................................................................................................	4
Notice of Extraordinary General Meeting.................................................................................	7

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RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein) collectively and individually accept full responsibility for the accuracy of the information contained in this circular concerning the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading.

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DEFINITIONS

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

“Appointment of Auditor” the proposed appointment of BDO as auditor of the Company to fill the causal vacancy arising from the resignation of GTHK upon the approval by the Shareholders by an ordinary resolution at the EGM and to hold office until the conclusion of the next annual general meeting “Articles” the Articles of Association of the Company “Audit Committee” the audit committee of the Company “BDO” BDO Limited “Board” the board of Directors “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 “Directors” the directors of the Company “GTHK” Grant Thornton “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “EGM” the extraordinary general meeting of the Company to be convened and held at Conference Room, 22/F., United Centre, 95 Queensway, Hong Kong on Monday, 3 January 2011 at 10:00 a.m.

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DEFINITIONS

“Shareholder(s)” holder(s) of Shares “Shares” ordinary shares of HK$0.01 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

Directors: Mr. CHOY Kwok Hung, Patrick (Chairman) Mr. CHAN Chi Hung (Managing Director) Mr. YUE Man Yiu, Matthew[#] Mr. CHUNG Koon Yan[#] Mr. CHUNG Shu Kun, Christopher[#]

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

# Independent Non-executive Directors

Head Office and Principal Place of Business in Hong Kong: Room 4209, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

15 December 2010

To the Shareholders and for information only, holders of the unlisted warrants

Dear Sir or Madam,

RESIGNATION OF AUDITORS AND PROPOSED APPOINTMENT OF NEW AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 30 November 2010, the Board announced the proposal for the change of Auditors.

The purpose of this circular is (i) to provide the Shareholders with further information on the proposal for the Appointment of Auditor; and (ii) to give you the notice of the EGM to be convened for the purpose of considering and, if though fit, approving the ordinary resolution for the Appointment of Auditor.

* for identification purpose only

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF AUDITORS

The Company has received a letter from GTHK dated 30 November 2010 informing that GTHK had merged their practice with that of BDO. Accordingly, GTHK resigned as auditors of the Company and its subsidiaries with effect from 30 November 2010. GTHK confirmed that there were no circumstances connected with its resignation which it considered should be brought to the attention of the shareholders or creditors of the Company and its subsidiaries. The Board proposes to appoint BDO as auditors of the Group to fill the vacancy arising from the resignation of GTHK and to hold office until the conclusion of the next annual general meeting of the Company, subject to the appointment being approved by the Shareholders at the EGM to be convened pursuant to the Articles.

Both the Board and the Audit Committee of the Company confirmed that there was no disagreement between the Company and GTHK, there were no circumstances connected with GTHK’s resignation which the Board and the Audit Committee of the Company considered should be brought to the attention of the shareholders or creditors of the Company and its subsidiaries.

EXTRAORDINARY GENERAL MEETING

Set out on page 7 of this circular is a notice convening the EGM to consider and, if appropriate, to approve the ordinary resolution relating to the proposed Appointment of Auditor.

A form of proxy for the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon, as soon as possible and in any event not less than 48 hours before the time of the meeting to the office of the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the revised form of proxy will not preclude you from attending and voting at the meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the ordinary resolution set out in the notice of the EGM will be voted by poll.

RECOMMENDATION

The Directors consider that the proposed Appointment of Auditor is in the interests of the Group and the Shareholders as a whole and so they recommend all Shareholders should vote in favour of the ordinary resolution for approving the proposed Appointment of Auditor.

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LETTER FROM THE BOARD

MISCELLANEOUS

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

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

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 Monday, 3 January 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the following as an ordinary resolution:

“ THAT BDO Limited be and is hereby appointed as auditor of the Company to fill the casual vacancy arising from the resignation of Grant Thornton and to hold office until the conclusion of the next annual general meeting and that the board of directors of the Company be authorised to fix its remuneration.”

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

Hong Kong, 15 December 2010

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 (Chairman) and Mr. Chan Chi Hung (Managing Director) as executive Directors, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Mr. Chung Shu Kun, Christopher as independent non-executive Directors.

5. for identification purpose only

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