Long Investment Corp — Proxy Solicitation & Information Statement 2011

Dec 2, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in China Financial Leasing Group Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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.

==> picture [196 x 87] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

PROPOSED BONUS ISSUE OF SHARES; CHANGE IN BOARD LOT SIZE; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (the “ EGM ”) of China Financial Leasing Group Limited (the “ Company ”) to be held at Seminar Hall, 2/F., Soho Tower, 110-118 Caine Road, Central, Hong Kong on Wednesday, 21 December 2011 at 10:00 a.m. is set out on pages 11 to 12 of this circular. A form of proxy for use at the EGM is also enclosed with this circular.

Whether or not you are able to attend and vote at the EGM in person, you are encouraged to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event the instrument appointing the proxy shall be deemed to be revoked.

5 December 2011

* for identification purpose only

CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

EXPECTED TIMETABLE

Set out below is a timetable for the Bonus Issue and the change in board lot size:

Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Monday, 19 December 2011 EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, 21 December 2011 EGM results announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Before 11:00 p.m. on Wednesday, 21 December 2011 Last day for trading in Shares cum-entitlement to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 22 December 2011 First day of trading in Shares ex-entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 December 2011 Latest time for lodging transfer forms of Shares to qualify for entitlements to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 28 December 2011 Closure of register of members (both days inclusive) . . . . . . . . . . . . . . . Thursday, 29 December 2011 to Wednesday, 4 January 2012 (both days inclusive) Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 4 January 2012 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 5 January 2012 Despatch of share certificates for Bonus Shares . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 January 2012 Free exchange of existing share certificates for new share certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 10 January 2012 First day of dealings in the Bonus Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 12 January 2012 Last day for trading of Shares with existing board lot size of 15,000 Shares in the original counter . . . . . . . . . . . . . . . . . . .Thursday, 26 January 2012

– 1 –

EXPECTED TIMETABLE

Effective date of new board lot size of 20,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 27 January 2012

Original counter for trading in existing board lot size of 15,000 Shares becomes a counter for trading in new board lot size of 20,000 Shares . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 27 January 2012 Temporary counter for trading in old board lot size of 15,000 Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 27 January 2012 First day of parallel trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 27 January 2012 Matching of odd lots of the Shares commences . . . . . . . . . . . . . . . . . . . . . . . Friday, 27 January 2012 Temporary counter for trading old board lot closes . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Thursday, 16 February 2012 Parallel trading (in the form of new and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Thursday, 16 February 2012 Matching of odd lots of the Shares ends . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 February 2012 Free exchange of existing share certificates for new share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 20 February 2012

Notes:

All time and dates in this circular refer to Hong Kong local time and dates.

The expected timetable may be subject to changes by the Company and is subject to fulfillment of all conditions. The Company will make further announcements in compliance with the Listing Rules as appropriate if such changes are made.

– 2 –

DEFINITIONS

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

• “Board” the board of Directors “Bonus Issue” the proposed issue of four Bonus Shares for every existing Share to the Shareholders whose names appear on the register of members of the Company on the Record Date

• “Bonus Shares” new Share(s) to be issued by way of Bonus Issue by the Company

“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 and the Shares of which are listed on the main board of the Stock Exchange

“Director(s)”

the director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be held on Wednesday, 21 December 2011 at 10:00 a.m. at Seminar Hall, 2/F., Soho Tower, 110-118 Caine Road, Central, Hong Kong or any adjournment thereof to approve the Bonus Issue

• “Excluded Shareholder(s)” those Overseas Shareholder(s) to whom the Board, after making enquiries pursuant to Rule 13.36(2)(a) of the Listing Rules, considers it is not necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place to extend the Bonus Issue

“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

• “Latest Practicable Date” 1 December 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 3 –

DEFINITIONS

“Listing Committee”

the Listing Committee of the Stock Exchange

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Overseas Shareholder(s)” Shareholder(s) whose address(es) as shown on the register of members of the Company on the Record Date is/are outside Hong Kong

• “Qualifying Shareholders” the Shareholders whose names appear on the register of members on the Record Date and who are entitled to the Bonus Issue

• “Record Date”

Wednesday, 4 January 2012, being the date for determining the entitlements to the Bonus Issue

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” registered holder(s) of the Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 4 –

LETTER FROM THE BOARD

==> picture [196 x 86] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2312)

Executive Directors: Mr. Choy Kwok Hung, Patrick (Chairman) Mr. Chan Chi Hung (Managing Director) Mr. Lin Wen Pin

Non-executive Directors:

Mr. Shi Rong Chang (Deputy Chairman) Mr. Yang Nai Jiang (Deputy Chairman) Mr. Li Xiao Chen (Deputy Chairman)

Independent non-executive Directors: 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

Head office and principal place of business: Room 4209, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

5 December 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED BONUS ISSUE OF SHARES; CHANGE IN BOARD LOT SIZE; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement made by the Company dated 23 November 2011 in which the Board proposed to make the Bonus Issue to the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date and change in board lot size.

* for identification purpose only

– 5 –

LETTER FROM THE BOARD

The purpose of the circular is to set out further information in relation to the Bonus Issue and the change in board lot size, and to give you a notice of the EGM at which an ordinary resolution will be proposed to approve the Bonus Issue.

2. PROPOSED BONUS ISSUE

The Bonus Issue is proposed to be made on the basis of four Bonus Shares for every existing Share held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date. The Bonus Shares will be credited as fully paid by way of capitalisation of an amount of approximately HK$39,422,921 in the share premium account of the Company.

Subject to the conditions as set out under the heading “Conditions of the Bonus Issue” below and assuming that no further Shares will be issued or repurchased before the Record Date, 3,942,292,080 Bonus Shares will be issued pursuant to the Bonus Issue on the basis of 985,573,020 existing Shares in issued as at the Latest Practicable Date.

Conditions of the Bonus Issue

The Bonus Issue is conditional, among other things, upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM approving the Bonus Issue; and

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares.

Status of the Bonus Issue

The Bonus Shares, upon issuance and crediting as fully paid, will rank pari passu with the Shares then existing in all respects, including the entitlement of receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of those Bonus Shares. Fractional entitlements to the Bonus Shares will not be allotted to the Shareholders and will be aggregated and sold for the benefit of the Company.

An application has been made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Bonus Shares to be issued pursuant to the Bonus Issue.

The Shares are not listed or dealt in on any other stock exchange nor is listing or permission to deal in the Shares being or proposed to be sought from any other stock exchange.

– 6 –

LETTER FROM THE BOARD

Reasons of the Bonus Issue

In recognition of the continual support of the Shareholders, the Board decides to propose the Bonus Issue. In addition to that, the Directors believe that the Bonus Issue will enhance the liquidity of the Shares in the market and thereby enlarging the Shareholders and capital base.

Closure of Register of Members

The register of members of the Company will be closed from Thursday, 29 December 2011 to Wednesday, 4 January 2012, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the Bonus Issue, all transfers of Shares must be duly completed, accompanied by the relevant share certificates and lodged with the share registrar of the Company in Hong Kong no later than 4:30 p.m. on Wednesday, 28 December 2011.

Certificates for Bonus Shares

Certificates in respect of the Bonus Shares will be sent to the persons entitled thereto at their respective address shown in the register of members of the Company or in the case of joint holders, to the address of the joint holder whose name stands first in the register of members of the Company in respect of the joint holding. It is expected that certificates for the Bonus Shares will be dispatched to the Qualifying Shareholders by ordinary post at their own risk on or before Tuesday, 10 January 2012.

Overseas Shareholders

As at the Latest Practicable Date, there was no Shareholder whose address as shown on the register of members of the Company was outside Hong Kong. However, if at 4:30 p.m. on the Record Date, the register of members of the Company reveals there are Overseas Shareholders, enquiry will be made by the Board pursuant to Rule 13.36(2)(a) of the Listing Rules. Upon such enquiry, if the Board is of the view that it is not necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place to offer the Bonus Shares to such Overseas Shareholders, the Bonus Shares will not be granted to the Excluded Shareholders. In such circumstances, arrangement will be made for the Bonus Shares which would otherwise have been issued to the Excluded Shareholders to be sold in the market as soon as practicable after dealings in the Bonus Shares commence. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Excluded Shareholders, by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

– 7 –

LETTER FROM THE BOARD

Trading arrangement

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

It is expected that dealings in the Bonus Shares on the Stock Exchange will commence on Thursday, 12 January 2012.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

3. CHANGE IN BOARD LOT SIZE

In order to increase the value of each board lot of the Shares after the Bonus Issue, as well as to reduce transaction and registration costs incurred by the Shareholders and investors of the Company, the Board proposes to change the board lot size for trading of the Shares from 15,000 Shares to 20,000 Shares with effect from 9:00 a.m. on Friday, 27 January 2012.

The change in board lot size will not result in any change in the relative rights of the Shareholders and par value of the Shares, being HK$0.01 per Share. The Directors consider that this change in board lot size is in the interests of the Company and the Shareholders as a whole.

To alleviate the difficulties in trading odd lots of the Shares arising from the change in board lot size of the Shares, the Company has appointed Metro Capital Securities Limited as an agent to provide matching services to those Shareholders who wish to top up or sell their holdings of odd lots of the Shares during the period from Friday, 27 January 2012 to Thursday, 16 February 2012 (both days inclusive). Holders of the Shares in odd lots represented by the existing share certificates for the Shares who wish to take advantages of this facility either to dispose of their odd lots of the Shares or to top up their odd lots to a full new board lot may directly or through their broker contact Mr. Keith Vong of Metro Capital Securities Limited at Room 3806, 38/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (telephone: 2511 2880) during such period. Holders of the Shares in odd lots should note that successful matching of the sale and purchase of odd lots of the Shares is not guaranteed. The Shareholders are recommended to consult their professional advisers if they are in doubt about the above facility.

– 8 –

LETTER FROM THE BOARD

4. EXCHANGE OF NEW SHARE CERTIFICATES

Shareholders may submit their existing share certificates in board lot of 15,000 Shares each to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, in exchange for new share certificates in board lot of 20,000 Shares each free of charge during business hours from Tuesday, 10 January 2012 to Monday, 20 February 2012, both days inclusive. Thereafter, any exchange of share certificates will only be accepted upon payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate in board lot of 20,000 Shares each issued or each existing share certificate submitted, whichever number of share certificate involved is higher.

It is expected that the new share certificates will be available for collection from the Company’s share registrar by the Shareholders within 10 business days after delivery of the existing share certificates to the Company’s share registrar for exchange purpose. Save and except for the change in the number of Shares for each board lot and the change of the color of the share certificate from red to light green, new share certificate of Shares will have the same format as the existing share certificate. As from Friday, 27 January 2012, all new share certificates will be issued in board lot of 20,000 Shares each (except for odd lots or where the Company’s share registrar is otherwise instructed). All existing share certificates in board lot of 15,000 Shares each will continue to be good evidence of legal title to the Shares and be valid for transfer, delivery and settlement purposes.

5. EGM

A notice convening the EGM is set out on pages 11 to 12 in this circular. A form of proxy for use at the EGM is also enclosed with this circular.

Whether or not you are able to attend and vote at the EGM in person, you are encouraged to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event the instrument appointing the proxy shall be deemed to be revoked.

Pursuant to Rule 13.39 (4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the EGM will be voted by poll. No Shareholders are required to abstain from voting at the EGM. Further announcement on the results of the poll vote will be made by the Company after the EGM.

– 9 –

LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. RECOMMENDATION

The Directors consider that the Bonus Issue is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of the resolution to be proposed at the EGM.

By Order of the Board China Financial Leasing Group Limited Tse Kam Fai Company Secretary

– 10 –

NOTICE OF EGM

==> picture [196 x 86] intentionally omitted <==

(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 Seminar Hall, 2/F., Soho Tower, 110-118 Caine Road, Central, Hong Kong on Wednesday, 21 December 2011 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

1. “ THAT , subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Bonus Shares (as defined below) pursuant to the Bonus Issue (as defined below):

2. (a) an amount standing to the credit of the share premium account of the Company as would be required to be applied in paying up in full at par new ordinary shares (the “Shares”) of HK$0.01 par value each in the capital of the Company, such Shares, credited as fully paid, to be allotted and distributed among members of the Company whose names appear on the register of members of the Company as at the close of business at 4:30 p.m. on Wednesday, 4 January 2012 (the “Record Date”) on the basis of four new Shares (the “Bonus Shares”) for every existing Share then held, be capitalised and applied in such manner (the “Bonus Issue”), and the directors of the Company be and are hereby authorised to allot and issue such Bonus Shares;

3. (b) the Bonus Shares to be issued and allotted pursuant to this resolution shall be subject to the memorandum and articles of association of the Company and shall rank pari passu in all respects with the shares of HK$0.01 each in the capital of the Company in issue on the Record Date, except that they will not rank for the bonus issue of shares mentioned in this resolution; and

* for identification purpose only

– 11 –

NOTICE OF EGM

• (c) the directors of the Company be authorised to do all acts and things as any be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

By Order of the Board China Financial Leasing Group Limited Tse Kam Fai Company Secretary

Hong Kong, 5 December 2011

Registered office: Head office and principal place of business: Cricket Square Room 4209, Office Tower Hutchins Drive Convention Plaza P.O. Box 2681 1 Harbour Road Grand Cayman KY1-1111 Wanchai Cayman Islands 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 share registrar 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. For the details of the proposed Bonus Issue, please refer to the circular of the Company dated 5 December 2011.

5. As at the date of this notice, the board of Directors of the Company comprises Mr. Choy Kwok Hung, Patrick (Chairman), Mr. Chan Chi Hung (Managing Director) and Mr. Lin Wen Pin as executive Directors, Mr. Shi Rong Chang (Deputy Chairman), Mr. Yang Nai Jiang (Deputy Chairman) and Mr. Li Xiao Chen (Deputy Chairman) as non-executive Directors, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Mr. Chung Shu Kun, Christopher as independent non-executive Directors.

– 12 –