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Long Investment Corp — Proxy Solicitation & Information Statement 2012
Jul 13, 2012
50512_rns_2012-07-13_06a76c24-cbd4-4e0b-b331-879725a01ae3.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 (“Company”) will be held at Conference Room 1, 22/F., United Centre, 95 Queensway, Hong Kong on Wednesday, 8 August 2012 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 resolution:
Special Resolution
“ THAT subject to and conditional upon (i) 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$0.02 each in the share capital of the Company issued or to be issued by the Company; and (ii) 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 and compliance with any conditions imposed by the Court, upon the date (the “ Effective Date ”) on which the aforesaid conditions are fulfilled:
- (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$0.20 each to HK$0.02 each by cancelling the paid-up capital to the extent of HK$0.18 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$0.20 in the share capital of the Company shall be treated as one fully paid-up share with a par value of HK$0.02 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$0.02 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;
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(b) the credits arising from the Capital Reduction be applied towards cancelling the accumulated loss of the Company as at the Effective Date with the balance (if any) to be transferred to the distributable reserve account of the Company or other reserve account of the Company which may be utilised by the directors of the Company as a distributable reserve in accordance with the articles of association of the Company and all applicable laws;
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(c) each of the authorised but unissued shares with a par value of HK$0.20 each in the share capital of the Company be and is sub-divided into 10 unissued new shares with a par value of HK$0.02 each in the share capital of the Company (the “ Sub-division ”);
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(d) all of the New Shares resulting from the Capital Reduction and Sub-division 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
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(e) the directors of the Company 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, 16 July 2012
Head Office and Principal Place
of Business in Hong Kong:
Room 4209, Office Tower Convention Plaza
1 Harbour Road
Wanchai
Hong Kong
Notes:
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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.
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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.
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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.
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As at the date of this notice, the Board comprises Mr. Choy Kwok Hung, Patrick (Chairman) and Mr. Chan Chi Hung (Managing Director) as executive Directors, Mr. Yang Nai Jiang (Deputy Chairman) as non-executive Director, and Mr. Chan Kam Man, Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan, Mr. Chung Shu Kun, Christopher, Ms. Kwok Yuen Lam, Sophia and Ms. Mak Man Yi, Jackie as independent non-executive Directors.
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for identification purpose only
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