Long Investment Corp — Proxy Solicitation & Information Statement 2015

Jan 21, 2015

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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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 CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Room 811B-814, 8/F, Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon on 5 February 2015 at 3:00 p.m. (the “ EGM ”), at which, among other things, the above proposal will be considered, is set out on page 4 of this circular.

Whether or not you intend to attend and/or vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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 will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish.

21 January 2015

• for identification purpose only

CONTENTS

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

– i –

RESPONSIBILITY STATEMENT

This circular, for which the Directors (as defined herein) of the Company collectively and individually accept full responsibility, 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), having made all reasonable enquires, 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.

– ii –

DEFINITIONS

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

• “Articles” the Articles of Association of the Company

• “BDO” BDO Limited

• “Board” the board of Directors

• “Change of Auditors” the resignation of BDO as auditors of the Group and the proposed appointment of RSM Nelson Wheeler as auditors of the Group following the resignation of BDO upon the approval of the Shareholders by an ordinary resolution at the EGM and to hold office until the conclusion of the next annual general meeting of the Company

• “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

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

• “EGM” the extraordinary general meeting of the Company to be convened and held at Room 811B-814, 8/F, Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon on 5 February 2015 at 3:00 p.m.

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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

• “RSM”

• RSM Nelson Wheeler, being the proposed new auditors of the Group

• “Share(s)” ordinary share(s) of HK$0.02 each in the share capital of the Company

• “Shareholder(s)” or “Member(s)”

• holder(s) of the Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

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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. YEN Jong Ling Mr. Sean SOO Mr. CHAN Ming Wing* Mr. William Keith JACOBSEN[#] Ms. CHAN Man Yi[#] Mr. LIU Meng Fah[#] Mr. GAN Weiping[#] Mr. YIP Ming[#]

• Non-executive Director

# Independent Non-executive Director

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

Head Office and Principal Place of Business in Hong Kong: Room 811B-814, 8/F Star House 3 Salisbury Road Tsim Sha Tsui Kowloon 21 January 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with further information on (i) the proposed Change of Auditors; and (ii) the notice of EGM to be convened and held for the purpose of considering and, if thought fit, approving the necessary resolution in relation to the proposed Change of Auditors.

CHANGE OF AUDITORS

The Board announced on 13 January 2015 that BDO have resigned as the auditors of the Group with effect from 13 January 2015. Subsequently, the Company further received a letter from BDO specifying the reasons of the resignation being professional risk associated with the audit, the level of audit fees and effective utilisation of their internal resources.

• for identification purposes only

– 2 –

LETTER FROM THE BOARD

With the recommendation from the audit committee of the Company, the Board propose to appoint RSM as the auditors of the Group to fill the vacancy following the resignation of BDO. Pursuant to the Articles, the Change of Auditors will be subject to the approval by the Shareholders by an ordinary resolution at the EGM.

BDO have confirmed that nothing about their resignation should be brought to the attention of the Shareholders.

The Board confirms that BDO have not yet commenced any audit work on the accounts of the Group for the financial year ended 31 December 2014. The Board believe that the Change of Auditors will not affect the audit of financial statements and the release of annual results of the Group for the financial year ended 31 December 2014 provided that the required Shareholders’ approval at the EGM for the Change of Auditors is duly given.

EGM

Set out on page 4 of this circular is a notice convening the EGM to consider and, if appropriate, to approve the ordinary resolution relating to the Change of Auditors.

A form of proxy for use at the EGM is enclosed herewith. If you are not able to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and returning of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof 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 except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions set out in the notice of EGM will be voted by poll.

RECOMMENDATION

The Board considers that the ordinary resolution of Change of Auditors to be proposed at the EGM is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolution at the EGM.

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 John Yen Jong Ling Executive Director

– 3 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 IS HEREBY GIVEN THAT an extraordinary general meeting of China Financial Leasing Group Limited (the “ Company ”) will be held at Room 811B-814, 8/F, Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon on Thursday, 5 February 2015 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as ordinary resolution (as the case may be) of the Company:

“ THAT Messrs. RSM Nelson Wheeler be and are hereby appointed as auditors of the Company and its subsidiaries to fill the casual vacancy created by the resignation of Messrs. BDO Limited and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be authorised to fix their remuneration.”

For and on behalf of the Board China Financial Leasing Group Limited Tsang Hing Bun Company Secretary

Hong Kong, 21 January 2015

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 registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 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 comprises Mr. John Yen Jong Ling and Mr. Sean Soo as executive Directors, Mr. Chan Ming Wing as non-executive Director, and Mr. William Keith Jacobsen, Ms. Chan Man Yi, Mr. Liu Meng Fah, Mr. Gan Weiping and Mr. Yip Ming as independent non-executive Directors.

5. for identification purpose only

– 4 –