CHINA FINANCIAL LEASING GROUP LIMITED *

Transcription

1 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Financial Leasing Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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. Extraordinary general meeting of CHINA FINANCIAL LEASING GROUP LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2312) convened by MR. KAN CHE KIN, BILLY ALBERT in relation to REMOVAL OF DIRECTORS AND APPOINTMENT OF DIRECTORS Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed Definitions in this circular. A letter from the Requisitionist is set out on pages 3 to 9 of this circular. A notice convening the extraordinary general meeting of the Company by the Requisitionist in accordance with the Articles to be held at 8/F, St. John s Building, 33 Garden Road, Central, Hong Kong, on 22 October 2015 at 10:30 a.m., is set out on pages 14 to 16 of this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as practicable but in any event, no less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Such form of proxy for use at the EGM is also published on the respective websites of the Stock Exchange at and the Company at Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. * is for identification purposes only 5 October 2015

2 CONTENTS Page DEFINITIONS... 1 LETTER FROM THE REQUISITIONIST... 3 APPENDIX DETAILS OF THE NOMINATED DIRECTORS NOTICE OF THE EGM This circular in both English and Chinese is available in printed form and published on the respective websites of the Stock Exchange at and the Company at i

3 DEFINITIONS In this circular, the following expressions have the meanings set out below unless the context requires otherwise: Articles associate(s) Board controlling shareholder(s) Companies Law Company Director(s) the articles of association of the Company, as amended from time to time has the meaning ascribed thereto under the Listing Rules the board of Directors has the meaning ascribed thereto under the Listing Rules the Companies Law (as revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time 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 (Stock Code: 2312) the director(s) of the Company EGM the extraordinary general meeting of the Company convened by the Requisitionist to be held to consider and, if thought fit, to approve the Proposed Removal and Proposed Appointment Existing Directors Group Listing Rules Mr. Kan or Requisitionist the existing Directors as at the date of this circular the Company and its subsidiaries, from time to time the Rules Governing the Listing of Securities on the Stock Exchange Kan Che Kin, Billy Albert, an individual who holds approximately 12.77% of the issued share capital of the Company as at the date of this circular Nominated Directors the persons nominated by the Requisitionist to be elected as Directors at the EGM Notice of the EGM Proposed Appointment the notice convening the EGM by the Requisitionist, as set out on pages 14 to 16 of this circular the proposed appointment of the Nominated Directors 1

4 DEFINITIONS Proposed Removal Requisition SFO Shares(s) Shareholder(s) Stock Exchange HK$ the proposed removal of all of the Existing Directors a letter of requisition from the Requisitionist to the Board dated 7 September 2015, requesting, among other things, to convene an extraordinary general meeting of the Company to remove all of the Existing Directors and to appoint the Nominated Directors the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) the ordinary share(s) of HK$0.02 each in the share capital of the Company the holder(s) of the issued Share(s) The Stock Exchange of Hong Kong Limited Hong Kong dollars, the lawful currency of Hong Kong % per cent. 2

5 LETTER FROM THE REQUISITIONIST MR. KAN CHE KIN, BILLY ALBERT To the Shareholders Dear Sirs or Madams, REMOVAL OF DIRECTORS AND APPOINTMENT OF DIRECTORS OF CHINA FINANCIAL LEASING GROUP LIMITED BACKGROUND On 7 September 2015, the Requisitionist submitted the Requisition to the Board, requesting, among other things, to convene an extraordinary general meeting of the Company to remove all of the Existing Directors and to appoint the Nominated Directors. In the announcement of the Company dated 14 September 2015, the Company acknowledged, among other things, the receipt of the Requisition on 7 September The purpose of this circular is to (i) provide you with information regarding the resolutions to be proposed at the EGM to be held at 8/F, St. John s Building, 33 Garden Road, Central, Hong Kong at 10:30 a.m. on 22 October 2015, regarding the Proposed Removal and Proposed Appointment; and (ii) give you the Notice of EGM to consider and, if thought fit to approve the Proposed Removal and the Proposed Appointment. REQUISITION OF EGM Pursuant to article 58 of the Articles, any one or more Shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meeting of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. On 25 September 2015, the Company announced that the Board had decided not to convene the EGM. As a result, the Requisitionist exercises its rights as stipulated in the Articles and convenes the EGM. The Company will be responsible for all reasonable expenses incurred by the Requisitionist in this regard. As at the date of the Requisition, the Requisitionist held 73,060,000 Shares, representing approximately 12.77% of the issued share capital of the Company. 3

6 LETTER FROM THE REQUISITIONIST CAYMAN ISLAND S LEGAL ADVICE The Company is incorporated in the Cayman Islands and is subject to the Companies Law. The Requisitionist has received a written legal opinion from his Cayman Islands legal advisers, confirming that, among other things: (i) (ii) the Requisition delivered by the Requisitionist, in his capacity as a Shareholder holding at the date of the Requisition not less than one-tenth of the paid up capital of the Company, was valid in accordance with article 58 of the Articles; as the Company had announced that the Board had decided not to convene an extraordinary general meeting, the Requisitionist may convene an extraordinary general meeting in relation to the Requisition and have his reasonable expenses incurred in doing so reimbursed by the Company; and (iii) the proposed resolutions to appoint and remove Directors, as set out in the Requisition, will, if passed at the EGM in accordance with the Articles, be valid resolutions of the Company. PROPOSED REMOVAL Pursuant to article 86(5) of the Articles, the duly registered holders of shares in the capital of the Company may, at any general meeting convened and held in accordance with the Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in the Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement). The Requisitionist proposed to remove the Existing Directors with immediate effect upon passing the ordinary resolution(s) at the end of the EGM: (i) (ii) Mr. YEN Jong Ling, the executive Director; Mr. GAN Wei Ping, the independent non-executive Director; (iii) Mr. YIP Ming, the independent non-executive Director; (iv) (v) (vi) Mr. KWAN Sai Lok, Edwin, the independent non-executive Director; Mr. LAM Yuk Kwan, the independent non-executive Director; Mr. LAU Siu Hang, the independent non-executive Director; (vii) Mr. TSANG Chung Sing, the independent non-executive Director; and (viii) Mr. YUN Kwok Wing Edwin, the independent non-executive Director. 4

7 LETTER FROM THE REQUISITIONIST PROPOSED APPOINTMENT Pursuant to article 89 of the Articles, no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a written notice signed by a duly registered holder of shares in the capital of the Company (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a written notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office (as defined in the Articles) provided that the minimum length of the period, during which such written notice(s) are given, shall be at least seven (7) days and that (if the written notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such written notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting. Accordingly, ordinary resolutions will be proposed at the EGM to consider and, if appropriate, to approve the Proposed Appointment subject to the satisfaction of the requirements under article 89 of the Articles. The Requisitionist proposed to appoint the Nominated Directors with immediate effect upon passing the ordinary resolution(s) at the end of EGM: (i) (ii) Mr. KAN Che Kin, Billy Albert as the executive Director; Mr. CHUI Tat Fai as the executive Director; (iii) Mr. LI Siu Yui as the independent non-executive Director; (iv) (v) Mr. IP Woon Lai as the independent non-executive Director; and Mr. LAM Lum Lee as the independent non-executive Director. Since the date of the Requisition and up to the date of this circular, no change has been made to the Nominated Directors as provided in the Requisition. Particulars of the Nominated Directors proposed to be elected at the EGM are set out in the Appendix to this circular. 5

8 LETTER FROM THE REQUISITIONIST REASONS FOR THE PROPOSED REMOVAL AND PROPOSED APPOINTMENT The Requisitionist first became a strategic investor in the Company in June 2015 and he holds approximately 12.77% of the issued share capital of the Company as at the date of this circular. The Requisitionist had reviewed the public records of the Group s business and investment strategies and found the Group s financial performance for the past few years disappointing. Based on the Company s publicly available information as the date of this circular, the Company is a company incorporated in the Cayman Islands with limited liability, the Shares of which are currently listed on the Main Board (Stock Code: 2312). The Group is principally engaged in short to medium term capital appreciation of investing in a diversified portfolio of investment in listed securities in Hong Kong. Hence, the business and prospects of the Group are subject to the market performance of the Hong Kong stock market. Set out below are (i) the year-on-year index performance of Hong Kong Hang Seng Index ( HSI ), the comprehensive benchmark of the performance of the stocks listed on the Stock Exchange as at 31 December 2012, 2013 and 2014 and (ii) the audited financial information of the Group for the three years ended 31 December 2014 extracted from the published annual reports of the Company for respective years: HSI Information: As at HSI level % increase from previous year 31 December , % 31 December , % 31 December , % Source: Hang Seng Indexes ( Financial Information of the Group For the years ended 31 December HK$ 000 HK$ 000 HK$ 000 Loss for the year (34,874) (9,863) (22,862) Loss per Share (HK cents) (6.45) (2.22) (6.28) Despite the positive trend on the HSI for the past three years, the Requisitionist noted that the Group recorded persistent losses for all the three years ended 31 December In fact, the Group has not recorded any profit since 31 December 2007 based on the published information available to the public. 6

9 LETTER FROM THE REQUISITIONIST The Requisitionist also noted that the administrative expenses of the Company represented approximately 74.49%, % and 96.48% of the loss for the year and total comprehensive income for the year attributable to owners of the Company for the three years ended 31 December 2012, 2013 and 2014, respectively. Although profit was recorded during the six months ended 30 June 2014, loss of approximately HK$34,874,000 was recorded during the year ended 31 December Although profit was recorded and the unaudited net asset value per share of the Group increased during the six months ended 30 June 2015, the unaudited net asset value per share of the Group declined by 30.6% from HK Cents as at 30 June 2015 to HK Cents as at 31 August In fact, the unaudited net asset value per share of the Group declined by 20.6% from HK Cents as at 31 December 2014 to HK Cents as at 31 August Taking into account the persistent losses recorded by the Group for the past three years and that over 20 Directors had either resigned or been removed from the Board since 2011, the Requisitionist accordingly considers that it is appropriate to replace the current Directors with the Nominated Directors, who have a track record and vast experience in investment management, banking as well as corporate finance and who hold or have in the past held senior positions or directorships in investment and commercial banks as well as private or public listed companies in Hong Kong and/or the People s Republic of China. The Requisitionist also has extensive experience in investing and managing various financial institutions and listed companies in Hong Kong. He is currently the chairman and the controlling shareholder of China LNG Group Limited, a company listed on the Main Board of the Stock Exchange. The Requisitionist believes that the extensive experience of the Nominated Directors in investment management and banking will be beneficial to the operation of the Group, will enhance the Group s overall business management efficacy and allow the Group to formulate business plans and investment strategies for the long-term development of the Group. THE EGM A EGM will be convened and held for you to consider and, if thought fit, pass the ordinary resolutions to approve the Proposed Removal and Proposed Appointment. A notice convening the extraordinary general meeting of the Company to be held at 8/F, St. John s Building, 33 Garden Road, Central, Hong Kong, on 22 October 2015 at 10:30 a.m., is set out on pages 14 to 16 of this circular. A form of proxy for use by you at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong as soon as practicable but in any event, no less than 48 hours before the time appointed for holding the EGM. Such form of proxy for use at the EGM is also published on the respective websites of the Stock Exchange at and the Company at 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. 7

10 LETTER FROM THE REQUISITIONIST VOTING BY POLL In compliance with Rule 13.39(4) of the Listing Rules, save for resolutions which relate purely to procedural or administrative matters to be voted on by a show of hands, voting on the resolutions to be proposed at the EGM shall be decided by way of poll. Article 66 of the Articles provides that on a poll, every member present in person or by proxy or in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every Share of which he/she/it is the holder. RESPONSIBILITY STATEMENT The Requisitionist accepts full responsibility for the content of this circular. The Requisitionist, having made all reasonable enquiries, confirm that, to the best of his 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 in this circular misleading. INTENTION OF THE REQUISITIONIST AND DOCUMENT FOR INSPECTION As at the date of this circular, the Requisitionist holds 73,060,000 Shares, representing approximately 12.77% of the issued capital of the Company. The Requisitionist, is an executive director, the chairman and the chief executive officer of China LNG Group Limited, a company listed on the Main Board (Stock Code: 931) and its group companies are principally engaged in development of liquefied natural gas-related businesses, trading of securities and properties investment. Mr. Kan graduated from the University of East Anglia with a Bachelor of Science degree. Mr. Kan is an associate member of the Institute of Chartered Accountants in England and Wales, and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Kan was also admitted as a fellow of the Hong Kong Securities and Investment Institute in November Mr. Kan had worked with Deloitte Touche Tohmatsu and KPMG and is equipped with extensive experience in accounting, taxation and corporate finance. In addition, Mr. Kan has over 30 years of experience in serving on the board of directors of private companies, financial institutions and listed companies in Hong Kong, including Security Pacific Credit Hong Kong Limited (a subsidiary of Security Pacific National Bank, taken over by Bank of America then by China Construction Bank), Burlingame International Company Limited (now known as Ever China Int l Holdings Company Limited (formerly known as Interchina Holdings Company Limited)) (Stock Code: 202) and Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607). Mr. Kan resigned as a director of Security Pacific Credit Hong Kong Limited in 1986, EverChina Int l Holdings Company Limited in September 2000 and Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607) in December Mr. Kan is also a director of several wholly-owned subsidiaries of China LNG Group Limited. 8

11 LETTER FROM THE REQUISITIONIST As at the date of this circular, save for the Requisitionist who is holding 73,060,000 Shares, none of the Nominated Directors is directly or indirectly interested in the Shares. The Requisitionist has indicated that he would vote in favor in the ordinary resolutions in relation to the Proposed Removal and Proposed Appointment at the EGM. A copy of the Requisition and the Cayman Islands legal opinion mentioned herein would be available for inspection at 8/F, St. John s Building, 33 Garden Road, Central, Hong Kong during office hours from the date of this circular up to the date of the EGM or any adjournment thereof. MISCELLANEOUS The English text of this circular shall prevail over the Chinese text for the purpose of interpretation. Yours faithfully, Kan Che Kin, Billy Albert 9

12 APPENDIX DETAILS OF NOMINATED DIRECTORS The following sets out the details of the Nominated Directors who are being eligible and consented to be nominated as Directors at the EGM pursuant to the Requisition: As executive Directors: Mr. Kan Che Kin, Billy Albert Mr. Kan, aged 63, is an executive director, the chairman and the chief executive officer of China LNG Group Limited, a company listed on the Main Board (Stock Code: 931) and its group companies are principally engaged in development of liquefied natural gas-related businesses, trading of securities and properties investment. Mr. Kan graduated from the University of East Anglia with a Bachelor of Science degree. Mr. Kan is an associate member of the Institute of Chartered Accountants in England and Wales, and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Kan was also admitted as a fellow of the Hong Kong Securities and Investment Institute in November Mr. Kan had worked with Deloitte Touche Tohmatsu and KPMG and is equipped with extensive experience in accounting, taxation and corporate finance. In addition, Mr. Kan has over 30 years of experience in serving on the board of directors of private companies, financial institutions and listed companies in Hong Kong, including Security Pacific Credit Hong Kong Limited (a subsidiary of Security Pacific National Bank, taken over by Bank of America then by China Construction Bank), Burlingame International Company Limited (now known as Ever China Int l Holdings Company Limited (formerly known as Interchina Holdings Company Limited)) (Stock Code: 202) and Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607). Mr. Kan resigned as a director of Security Pacific Credit Hong Kong Limited in 1986, EverChina Int l Holdings Company Limited in September 2000 and Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607) in December Mr. Kan is also a director of several wholly-owned subsidiaries of China LNG Group Limited. In April 2007 and July 2011, Mr. Kan was convicted under Part XV of the SFO for failing to give proper written disclosure of notifiable interests in listed company(ies) in Hong Kong to the Stock Exchange and was fined a total of HK$12,000 and HK$26,400, respectively. Mr. Kan confirmed that the aforesaid non-compliance was due to his lack of supervision over his then legal team, oversight and misunderstanding of the provisions under Part XV of the SFO. In view of the above and that the aforesaid non-compliance did not involve intentional misconduct, fraud, dishonesty or corruption on the part of Mr. Kan and the nature and amount of penalty imposed on Mr. Kan for such non-compliance was not significant, it is considered that such non-compliance does not reflect a material defect in Mr. Kan s character, integrity or experience and does not affect his suitability to act as a Director under Rules 3.08 and 3.09 of the Listing Rules. Save as disclosed herein, as at the date of the Requisition, (a) none of Mr. Kan or any of his associate, is or will become entitled to receive any part of any brokerage charged to the Company or any re-allowance of other types on purchases charged to the Company; (b) Mr. Kan does not hold any position with the Group prior to the date of the Requisition; (c) Mr. Kan did not hold any directorship in any listed public companies in Hong Kong or overseas in the last three years; (d) Mr. Kan does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (e) 10

13 APPENDIX DETAILS OF NOMINATED DIRECTORS Mr. Kan does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (f) there are no other matters concerning Mr. Kan that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. Mr. Chui Tat Fai Mr. Chui Tat Fai, aged 39, holds a Bachelor of Science degree in Finance from City University of Hong Kong. He qualified as a Chartered Financial Analyst (CFA) in September 2003 and as a Financial Risk Manager (FRM) in April He is currently licensed with Securities and Futures Commission to carry out Type 1 (Dealing in securities), Type 4 (Advising on securities) and Type 7 (Providing automated trading services) regulated activities under the SFO. Mr. Chui is currently the Senior Vice President and Team Head of a commercial bank in Hong Kong and responsible for overseeing investment advisory and portfolio management services to corporate clients. He has held various senior positions with different financial institutions in Hong Kong and has over 11 years of experience in portfolio management and providing investment advisory services. He was the Sales Director, Investment Services of ICBC International Securities Limited in Hong Kong, responsible for managing clients investment portfolio and advising in portfolio strategies during the period from January 2010 to December Mr. Chui was the Senior Vice President of the Wealth Management Department of Sun Hung Kai Securities Limited and held the license to carry out Type 9 (Asset Management) regulated activities. He was responsible for promoting investment advisory services and managing clients investment portfolio during the period from February 2003 to January Save as disclosed herein, as at the date of the Requisition, (a) none of Mr. Chui or any of his associate, is or will become entitled to receive any part of any brokerage charged to the Company or any re-allowance of other types on purchases charged to the Company; (b) Mr. Chui does not hold any position with the Group prior to the date of the Requisition; (c) Mr. Chui did not hold any directorship in any listed public companies in Hong Kong or overseas in the last three years; (d) Mr. Chui does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company; (e) Mr. Chui does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (f) there are no other matters concerning Mr. Chui that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. As independent non-executive Directors: Mr. Li Siu Yui Mr. Li Siu Yui, aged 45, has been the independent non-executive director of China LNG Group Limited since October Mr. Li obtained a Master s degree in Business Administration from University of Wales, United Kingdom, in March He has over 10 11

14 APPENDIX DETAILS OF NOMINATED DIRECTORS years experience in the area of investment. Mr. Li worked in securities companies during the period from 1997 to He has been engaged as an investment manager in two private companies since Mr. Li was appointed as an independent non-executive director of Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607) in June 2008 and resigned as an independent non-executive director in December Save as disclosed herein, as at the date of the Requisition, (a) none of Mr. Li or any of his associate, is or will become entitled to receive any part of any brokerage charged to the Company or any re-allowance of other types on purchases charged to the Company; (b) Mr. Li does not hold any position with the Group prior to the date of the Requisition; (c) Mr. Li did not hold any directorship in any listed public companies in Hong Kong or overseas in the last three years; (d) Mr. Li does not have any relationship with Mr. Li does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (f) there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. Mr. Li confirmed his independence as regard each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules. Mr. Ip Woon Lai Mr. Ip Woon Lai, aged 44, has been the independent non-executive director of China LNG Group Limited since October Mr. Ip obtained a Bachelor of Commerce in Accounting and Finance degree from University of New South Wales, Australia, and was admitted as a certified practicing accountant of the Australian Society of Certified Practicing Accountants in Mr. Ip began his professional career with Arthur Andersen & Co. in Hong Kong in Mr. Ip has extensive corporate finance and investment banking experience and had worked for various international investment banks including Warburg Dillon Read and ING Bank N.V.. Mr. Ip has also worked in Hysan Development Company Limited, where he served as deputy head of corporate finance. Mr. Ip has been involved in various private equity funds which invested in the Greater China region since Mr. Ip was appointed as an independent non-executive director of Fullshare Holdings Limited (formerly known as Warderly International Holdings Limited) (Stock Code: 607) in June 2008 and resigned as an independent non-executive director in December Save as disclosed herein, as at the date of the Requisition, (a) none of Mr. Ip or any of his associate, is or will become entitled to receive any part of any brokerage charged to the Company or any re-allowance of other types on purchases charged to the Company; (b) Mr. Ip does not hold any position with the Group prior to the date of the Requisition; (c) Mr. Ip did not hold any directorship in any listed public companies in Hong Kong or overseas in the last three years; (d) Mr. Ip does not have any relationship with Mr. Ip does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (f) there are no other matters concerning Mr. Ip that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. 12

15 APPENDIX DETAILS OF NOMINATED DIRECTORS Mr. Ip confirmed his independence as regard each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules. Mr. Lam Lum Lee Mr. Lam Lum Lee, aged 70, is appointed as the independent non-executive director of China LNG Group Limited on 26 May Mr. Lam is currently the chairman of China Information Industry Association and the chairman of China Culture & Education Foundation. Mr. Lam was a member of Hong Kong Vocational Training Council of Electronics and Telecommunications Training Board from June 2008 to March Mr. Lam was also appointed as the vice president of Hong Kong Critical Components Manufacturers Association in March Save as disclosed herein, as at the date of the Requisition, (a) none of Mr. Lam or any of his associate, is or will become entitled to receive any part of any brokerage charged to the Company or any re-allowance of other types on purchases charged to the Company; (b) Mr. Lam does not hold any position with the Group prior to the date of the Requisition; (c) Mr. Lam did not hold any directorship in any listed public companies in Hong Kong or overseas in the last three years; (d) Mr. Lam does not have any relationship with Mr. Lam does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (f) there are no other matters concerning Mr. Lam that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. Mr. Lam confirmed his independence as regard each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules. 13

16 NOTICE OF THE EGM NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF CHINA FINANCIAL LEASING GROUP LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2312) convened by MR. KAN CHE KIN, BILLY ALBERT IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF CHINA FINANCIAL LEASING GROUP LIMITED NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the EGM ) of the shareholders (the Shareholders ) of China Financial Leasing Group Limited (the Company ) convened by Mr. Kan Che Kin, Billy Albert (the Requisitionist ) by a letter of requisition from the Requisitionist to the Board dated 7 September 2015 (the Requisition ) in accordance with the articles of association of the Company will be held at 8/F, St. John s Building, 33 Garden Road, Central, Hong Kong on 22 October 2015 at 10:30 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company (unless otherwise indicated, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular issued by the Requisitionist dated 5 October 2015 (the Circular )): - THAT: ORDINARY RESOLUTIONS (1) each of the following existing directors of the Company (the Directors ) be and is hereby removed from their respective positions with immediate effect upon passing the resolution at the end of the EGM: (i) (ii) Mr. YEN Jong Ling, the executive Director; Mr. GAN Wei Ping, the independent non-executive Director; (iii) Mr. YIP Ming, the independent non-executive Director; (iv) Mr. KWAN Sai Lok, Edwin, the independent non-executive Director; (v) (vi) Mr. LAM Yuk Kwan, the independent non-executive Director; Mr. LAU Siu Hang, the independent non-executive Director; (vii) Mr. TSANG Chung Sing, the independent non-executive Director; and 14

17 NOTICE OF THE EGM (viii) Mr. YUN Kwok Wing Edwin, the independent non-executive Director. (2) each of the following nominees be and is hereby appointed as Director with immediate effect upon passing the resolution at the end of the EGM: (i) (ii) Mr. KAN Che Kin, Billy Albert as the executive Director; Mr. CHUI Tat Fai as the executive Director; (iii) Mr. LI Siu Yui as the independent non-executive Director; (iv) (v) Mr. IP Woon Lai as the independent non-executive Director; and Mr. LAM Lum Lee as the independent non-executive Director. (3) each of the Directors appointed to the board of Directors on or after the date of deposit of the Requisition but before the holding of the EGM and any other existing Director (should there be any such existing Director) not named in resolution number (1) above be and is hereby removed as Director with immediate effect upon passing the resolution at the end of the EGM; (4) subject to the passing of resolution number (2) above, the board of Directors be and is hereby authorised to fix the respective remunerations of the Directors appointed on the date of the EGM. Hong Kong, 5 October 2015 Notes: Kan Che Kin, Billy Albert (i) (ii) (iii) A Shareholder entitled to attend and vote at the EGM convened by the above notice (the Notice ) or its adjourned meeting (as the case may be) is entitled to appoint one proxy to attend and on a poll to vote on his/her/its behalf in accordance with the articles of association of the Company. A Shareholder who is the holder of two or more Shares may appoint not more than two proxies (who must be an individual or individuals) to attend and vote instead of him/her/it on the same occasion. A proxy needs not be a Shareholder, but must attend the EGM in person to represent him/her/it. A form of proxy for use at the EGM is enclosed herewith. Such prescribed form of proxy for use at the EGM is also published on the websites of The Stock Exchange of Hong Kong Limited at and the Company at The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same. Where there are joint holders of any Shares, any one of such joint holders may attend and vote at the EGM or its adjourned meeting (as the case may be), either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM or its adjourned meeting (as the case may be) personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such Share shall alone be entitled to vote in respect thereof. 15

18 NOTICE OF THE EGM (iv) (v) (vi) (vii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company s Hong Kong branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the EGM or its adjourned meeting (as the case may be) and in default, the proxy will not be treated as valid. Completion and return of the form of proxy will not preclude a Shareholder from attending the meeting and voting in person at the EGM or any of its adjourned meeting thereof if he/she/it so desires. If a Shareholder attends the meeting after having deposited the form of proxy, his/her/its form of proxy shall be deemed to be revoked. To ascertain the entitlements to attend and vote at the EGM, Shareholders must lodge the relevant transfer document(s) and share certificate(s) with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong no later than 4:30 p.m. on 20 October 2015 for registration. In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Stock Exchange ), voting on the resolutions proposed in the Notice shall be decided by way of poll at the EGM. (viii) If a tropical cyclone warning signal no. 8 or above, or a black rainstorm is in effect at any time after 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the respective websites of the Company at and the Stock Exchange at to notify Shareholders of the date, time and place of the rescheduled EGM. If a tropical cyclone warning signal no. 8 or above, or a black rainstorm warning signal is lowered or cancelled at or before 8:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled. The EGM will also be held as scheduled when an amber or red rainstorm warning signal is in force. Shareholders should decide whether or not they would attend the EGM under any bad weather condition having considered their own situations and if they do so, they are advised to exercise care and caution. (ix) Shareholders are advised to read the circular issued by the Requisitionist dated 5 October 2015 which contains information concerning the resolutions to be proposed in the EGM. 16